To,

The Members of Veeram Securities Limited,

The Directors are pleased to present their report along with the
audited financial statements of Veeram Securities Limited for the financial year ended
March 31, 2025.
This report outlines the business performance and operational
highlights of the Company for the year under review, along with a summary of the financial
results.

1. FINANCIAL RESULTS

The audited financial statements of the Company for the year ended
March 31, 2025, have been prepared in accordance with the applicable Indian Accounting
Standards (Ind AS) and the provisions of the Companies Act, 2013. A summary of the key
financial highlights is presented below:

  

    
Particulars
    
FY 2024-25
    
FY 2023-24
  
  

    
Revenue from operations
    
2364.47
    
1933.01
  
  

    
Other income
    
283.73
    
19.29
  
  

    
Total revenue
    
2648.20
    
1952.30
  
  

    
Purchase of Stock-in-Trade
    
2225.57
    
1,496.98
  
  

    
Changes in inventories of
    finished goods, work-in-progress and Stock-in-Trad
    
-115.62
    
22.66
  
  

    
Employee Benefit Expense
    
25.13
    
10.27
  
  

    
Financial Costs
    
0.28
    
0.08
  
  

    
Depreciation and Amortization
    Expense
    
0.85
    
2.28
  
  

    
Other Expenses
    
61.41
    
90.38
  
  

    
Total Expenses
    
2197.62
    
1622.65
  
  

    
Profit before exceptional
    items and tax
    
450.58
    
329.65
  
  

    
Add/(Less): Exceptional items
    
-
    
-
  
  

    
Profit before tax
    
450.58
    
329.65
  
  

    
Less: Tax expense - Current
    
105.00
    
85.00
  
  

    
Less: Tax expense - Deferred
    
4.69
    
(152)
  
  

    
(A) Profit after tax
    
340.89
    
246.17
  
  

    
(B) Total other
    comprehensive income
    
-
    
-
  
  

    
(C) Total comprehensive income
    for the period [A + B]
    
340.89
    
246.17
  


Performance Highlights

During the financial year 2024-25, the Company delivered a strong
financial performance, marked by a significant increase in revenue and profitability.
Revenue from operations grew by 22.4% to ?2,364.47 crore as compared to ?1,933.01 crore in
the previous year, driven by improved business volumes and operational execution. Total
revenue, including other income, rose to ?2,648.20 crore from ?1,952.30 crore, reflecting
a substantial increase in other income during the year.
Total expenses stood at ?2,197.62 crore, as against ?1,622.65 crore in
FY 2023-24, primarily due to higher purchase costs and increased employee benefit
expenses. Despite the rise in expenses, the Company achieved a notable improvement in
profitability, with profit before tax increasing by 36.6% to ?450.58 crore from ?329.65
crore in the previous year. Profit after tax stood at ?340.89 crore, registering a growth
of 38.5% over the previous year's ?246.17 crore. The Company's performance
during the year reflects its continued focus on growth, operational efficiency, and
financial discipline.

Earnings Per Share (EPS)

The EPS (Basic and Diluted) stood at ?2.25, increased from ^ 1.63 in FY
2023-24, reflecting the increase in net earnings.

2. DIVIDEND

During the year under review, the Company declared an Interim Dividend
of 2.5% of the paid- up share capital, i.e., ?0.05 (Five Paise) per equity share of face
value ?2 each. The Board of Directors has not recommended any Final Dividend for the
financial year 2024-25. Accordingly, the Interim Dividend declared and paid shall be
considered as the total dividend for the year.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND

Pursuant to the provisions of Section 124 of the Companies Act, 2013
and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and
amendments thereto, any dividend amount remaining unpaid or unclaimed for a period of
seven years from the date it becomes due is required to be transferred to the Investor
Education and Protection Fund (“IEPF”) established by the Central Government.
During the year under review, there was no amount of dividend that
remained unclaimed for seven consecutive years. Accordingly, no amount was required to be
transferred to the IEPF. The Company shall transfer any such amount as and when it becomes
due in compliance with the applicable provisions.

4. TRANSFER TO RESERVES

Pursuant to the provisions of the Companies Act, 2013 and applicable
accounting standards, the Board of Directors has resolved to retain the entire profit for
the financial year 2024-25 in retained earnings. No appropriation has been made to any
specific reserve during the year under review.

5. CHANGE IN THE NATURE OF BUSINESS

The Company has continued to operate in the same line of business
during the financial year under review. There has been no change in the nature of its
business activities.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, your Company's Board has total 6 (Six)
members comprising of Two Executive Director and Four Non-Executive Directors including
one Women Director and out of which Two Independent Directors. The details of Board and
Committee composition, tenure
of directors, and other details are available in the Corporate
Governance Report, which forms part of this Annual Report.
In terms of the requirement of the SEBI Listing Regulations, the Board
has identified core skills, expertise and competencies of the Directors in the context of
the Company's business for effective functioning. The key skills, expertise and core
competencies of the Board of Directors are detailed in the Corporate Governance Report,
which forms part of this Annual Report.

Changes in Directors and Key Managerial Personnel

During the financial year under review, the following changes took
place in the composition of the Board of Directors and Key Managerial Personnel of the
Company:

Re-appointment - retiring by rotation:

In accordance with the provisions of the Companies Act, 2013 and
Article of Association of the Company, Mr. Mahendra Ramniklal Shah (DIN: 03144827) is
liable to retire by rotation at the forthcoming Annual General Meeting and, being
eligible, has offered himself for reappointment.
A resolution seeking approval of the members for his re-appointment
along with the disclosures required pursuant to Regulation 36 of the SEBI Listing
Regulations and the Secretarial Standards on General Meeting (‘SS-2') are given
in the Notice of AGM, forming part of the Annual Report.

Key Managerial Personnel

Pursuant to the provisions of Sections 2(51) and 203 of the Companies
Act, 2013, the following individuals hold the position of Key Managerial Personnel (KMP)
of the Company as on 31st March, 2025:

  

    
Sr. No
    
Name of KMP
    
Position
  
  

    
1
    
Mr. Mahendra Ramniklal Shah
    
Managing Director
  
  

    
2
    
Mr. Mahendra Ramniklal Shah
    
Chief Financial Officer
  
  

    
3
    
Mrs. Mukta Bhansali
    
Company Secretary and
    Compliance Officer*
  

*During the financial year under review, Ms. Jyoti Goel tendered her
resignation from the position of Company Secretary and Compliance Officer, which became
effective on 20th April, 2024. The Board places on record her sincere
appreciation for his services and contributions to the Company. Subsequently, Mrs. Mukta
Bhansali was appointed as the Company Secretary and Compliance Officer with effect from 9th
August, 2024.
Except for the aforementioned appointments and resignations, there were
no further changes in the Key Managerial Personnel during the financial year under review.

Declaration from Independent Directors

In accordance with the provisions of Section 149(7) of the Companies
Act, 2013, the Company has received declarations from all its Independent Directors
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Further, as required under Regulation 25(8) of the SEBI Listing
Regulations, all Independent Directors have confirmed that they are not aware of any
circumstance or situation which exists or is reasonably anticipated, that could impair or
impact their ability to discharge their duties independently and objectively, without any
external influence.
In the opinion of the Board, the Independent Directors of the Company
possess the integrity, expertise, and experience required to effectively discharge their
duties and responsibilities. The Board further affirms that all Independent Directors
fulfil the conditions specified under the Companies Act, 2013, applicable SEBI
regulations, and are independent of the management.

7. NUMBER OF BOARD MEETINGS

To ensure sound governance and effective oversight, the Board of
Directors met 13 (Thirteen) times during the financial year under Review. All meetings
were held in compliance with the statutory gap of not more than 120 days between two
Meetings, as required under applicable laws. Further disclosures on meeting dates and
participation by Directors are included in the Corporate Governance Report attached to
this Annual Report.

8. DETAILS OF COMMITTEES OF THE BOARD

The Board has constituted various Committees to facilitate focused
oversight of key functions and to ensure effective governance in accordance with the
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Meetings of the Committees are generally scheduled on the same day as
the Board meetings or as and when deemed necessary. The composition of the Committees,
terms of reference, number of meetings held during the year under review, and attendance
of the Members are disclosed in detail in the Corporate Governance Report, which forms an
integral part of this Annual Report for the financial year 2024-25.
As on March 31, 2025, the Board has constituted the following statutory
Committees:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholders Relationship Committee
d) Sexual Harassment Committee
All recommendations made by the Audit Committee during the financial
year were accepted by the Board without any modifications.

9. INDEPENDENT DIRECTORS' MEETING

A separate meeting of the Independent Directors of the Company was held
on 25th February, 2025 in compliance with the provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
meeting was conducted without the presence of Non-Independent Directors, members of the
management. During the meeting, the Independent Directors reviewed the performance of the
Board as a whole, its Committees and the Non-Independent Directors. They also evaluated
the performance of the Chairperson, in his absence, based on the views and feedback
received from the Executive and Non-Executive Directors. Further, the Independent
Directors assessed the adequacy, timeliness, and quality of the flow of information
between the management and the Board, which is essential for effective decision-making and
governance.

10. FAMILIARISATION PROGRAMME FOR DIRECTORS

In accordance with the provisions of Regulation 25(7) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of the
Companies Act, 2013, the Company has implemented a structured Familiarisation Programme
for its Directors, including Independent Directors.
The programme is designed to provide comprehensive insights into the
Company's operations, business model, industry landscape, regulatory environment and
the roles and responsibilities of Directors. It aims to facilitate active and informed
participation in Board discussions and decision-making processes.
The Familiarisation Programme includes:

• Induction sessions for newly appointed Directors covering
key aspects of the Company such as business operations, group structure, Board
constitution and governance framework.

• Regular updates during Board and Committee meetings on
important developments including changes in the regulatory landscape, macroeconomic
trends, corporate governance practices and risk management initiatives.

• Access to key documents and policies, including the Code of
Conduct, internal governance policies, and statutory guidelines to ensure clarity on the
duties and responsibilities of Directors.
The Company believes that regular familiarisation and ongoing
engagement enable Directors to effectively discharge their responsibilities and contribute
towards the Company's long-term success and stakeholder value creation.
Details of the Familiarisation Programme for Independent Directors are
available on the Company's website under the ‘Investor' section at Codes,
Policies & Others.
In the opinion of the Board, the Independent Directors of the Company
possess the necessary integrity, expertise, and experience relevant to the business and
industry in which the Company operates.

11. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out
the annual evaluation of its own performance, that of its Committees and individual
Directors, including the Chairperson. The evaluation process was conducted through a
structured framework, taking into account various aspects such as the composition and
structure of the Board and its Committees, effectiveness of the Board processes, the level
of engagement and participation of Directors, quality and timeliness of information shared
with the Board, and overall governance practices.
Inputs were obtained from all Directors through individual feedback and
one-on-one interactions. The Chairperson of the Board held separate discussions with the
Independent Directors, while the Chairperson of the Nomination and Remuneration Committee
engaged individually with Executive and Non-Executive, Non-Independent Directors to gather
insights on Board dynamics and functioning. The Independent Directors also convened
separately to evaluate the performance of the Non-Independent Directors, the Board as a
whole, and the Chairperson, in his absence, based on feedback received from other
Directors.
Further, the performance of individual Directors was reviewed by the
Board and the Nomination and Remuneration Committee based on defined parameters, including
preparedness for meetings, meaningful participation, independent judgment, and overall
contribution to Board and Committee deliberations. The evaluation results and
recommendations were deliberated upon at the meetings of the Independent Directors, the
Nomination and Remuneration Committee, and the Board all held on The
Board noted a high level of commitment and effectiveness in its
functioning and that of its Committees and Directors. Constructive suggestions emerging
from the process were considered for enhancing the overall effectiveness of the Board and
its governance framework. A detailed note on the performance evaluation process is
provided in the Corporate Governance Report forming part of this Annual Report.

12. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has established appropriate systems and procedures to
ensure compliance with all applicable Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI). The Board affirms that these systems are adequate and
have been operating effectively during the financial year under review.

13. POLICY ON DIRECTORS' APPOINTMENT, REMUNERATION AND DISCHARGE
OF DUTIES

The Nomination and Remuneration Committee (NRC) of the Company is
responsible for identifying and recommending individuals suitable for appointment to the
Board, in alignment with the Company's strategic objectives and the need to enhance
the overall effectiveness and diversity of the Board.
The Company maintains a well-balanced composition of the Board,
comprising Executive and Non-Executive Independent Directors, thereby ensuring
independence and a clear separation between oversight and management functions. As on
March 31, 2025, the Board consists of Six Directors, including two Executive Directors and
Four Non Executive Directors which consists of Two Independent Directors.
The Nomination Policy, framed in accordance with Section 178(3) of the
Companies Act, 2013, outlines the criteria for appointment, including qualifications,
positive attributes, and independence of Directors. The policy ensures that the Board
comprises individuals with integrity, experience, and the necessary skills to provide
effective leadership and sound governance.
Based on the recommendations of the NRC, the Board has adopted a
Remuneration Policy applicable to Directors, Key Managerial Personnel (KMPs), and Senior
Management. The policy aims to:
• Provide a level and composition of remuneration that is
competitive, reasonable, and sufficient to attract and retain competent individuals;
• Establish a clear relationship between remuneration and
performance, aligned with appropriate benchmarks;
• Maintain a suitable balance between fixed and variable pay,
reflecting short-, medium, and long-term performance objectives in line with the
Company's goals.
The Company affirms that the remuneration paid during the year to its
Directors, KMPs, and other employees is in accordance with the provisions of the approved
Remuneration Policy.
The detailed Nomination and Remuneration Policy can be accessed under
the “Codes, Policies & Others” section in the “Investor” tab on
the Company's website at: www.veeramsecuritiesltd.com 


14. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board, to the best of their
knowledge and based on the information and explanations received from the management of
your Company, confirm that:
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
(b) 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 and loss of the Company for that period;
(c) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The annual Financial Statements have been prepared on a going
concern basis;
(e) They have laid down internal financial controls to be followed by
your Company and that such internal financial controls are adequate and operating
effectively; and
(f) proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.

15. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013

The Company has obtained declarations from all its Directors in the
prescribed Form DIR-8, confirming that none of them are disqualified to act as Directors
under Section 164(2) of the Companies Act, 2013, read with Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules, 2014.
The Board hereby confirms that, based on these declarations, none of
the Directors are disqualified from holding their office as per the applicable provisions
of the Act.

16. INTERNAL FINANCIAL CONTROLS

The Board of Directors affirms that the Company has laid down internal
financial controls in accordance with the provisions of Section 134(5)(e) of the Companies
Act, 2013. These controls are adequate and commensurate with the size, nature, and
complexity of the Company's operations. The Company has implemented a well-defined
organizational structure and robust internal control systems to ensure the orderly and
efficient conduct of its business, adherence to applicable laws and regulations,
safeguarding of assets, prevention and detection of frauds and errors and the accuracy and
completeness of accounting records and financial reporting.
The internal financial controls are regularly reviewed and strengthened
as necessary and are supplemented by periodic internal audits. These audits provide
assurance on the effectiveness of internal controls and help ensure that the financial
reporting process is reliable and compliant with applicable standards. The Board believes
that these systems are operating effectively and provide a sound framework for financial
management and governance.

17. CORPORATE GOVERNANCE

Your Company's philosophy on Corporate Governance is founded on
principles of transparency, integrity, fairness, accountability and adherence to ethical
business practices. The Company is committed to maintaining the highest standards of
governance with the objective of delivering long-term sustainable value to shareholders
and fostering trust among all stakeholders.
In pursuit of professional excellence and responsible corporate
conduct, your Company ensures full compliance with applicable Corporate Governance norms
and has institutionalized practices that promote effective oversight, prudent management
and optimal utilization of resources. The Company believes that robust governance not only
enhances stakeholder confidence but also supports the growth and sustainability of the
enterprise.
A detailed report on Corporate Governance forms part of this Annual
Report and includes a certificate from the Practicing Company Secretary confirming
compliance with the Corporate Governance requirements as prescribed under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. Additionally, a
certificate from the Chief Executive Officer and Chief Financial Officer, affirming the
accuracy of the financial statements and cash flow statements, adequacy of internal
controls, and proper disclosure to the Audit Committee, is also included.

18. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act,
2013, the draft Annual Return of the Company as on March 31, 2025, prepared in accordance
with Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration)
Rules, 2014, has been made available on the Company's website. It can be accessed here  or by
visiting the ‘Investors' section at
www.veeramsecuritiesltd.com 


19. AUDITORS
STATUTORY AUDITORS AND AUDITORS' REPORT Statutory Auditors

During the financial year under review, M/s. Aniket Goyal &
Associates (FRN: 022331C), Chartered Accountants, were appointed as the Statutory Auditors
of the Company for a term of five consecutive years at the 13th Annual General Meeting
held on September 30, 2024, in accordance with the provisions of the Companies Act, 2013.
However, due to impending merger of appointed Statutory Auditor firm
they were not able to continue as the statutory auditor of your company and they tendered
their resignation, resulting in a casual vacancy in the office of Statutory Auditors with
effect from November 13, 2024. In accordance with the provisions of Section 139(8) of the
Companies Act, 2013, and other applicable rules, the Board of Directors, at its meeting
held on December 11, 2024, appointed
M/s. AKGVG & Associates, Chartered Accountants (Firm Registration
No. 018598N), to fill the said vacancy for the financial year 2024-25. The appointment was
subsequently approved by the Members through a postal ballot process concluded on February
21, 2025. Accordingly, M/s. AKGVG & Associates shall hold office until the conclusion
of the ensuing Annual General Meeting.
As the term of the current Statutory Auditors concludes at the
forthcoming Annual General Meeting, the Board of Directors, upon the recommendation of the
Audit Committee, has proposed the appointment of M/s. Shah Karia & Associates,
Chartered Accountants, as the Statutory Auditors of the Company for a period of five
consecutive years, to hold office from the conclusion of the 14th Annual General Meeting
until the conclusion of the 19th Annual General Meeting, subject to the approval of the
Members at the ensuing Annual General Meeting.
The Company has received a consent letter and a certificate of
eligibility from M/s. Shah Karia & Associates in accordance with Sections 139, 141,
and other applicable provisions of the Companies Act, 2013, and the rules framed
thereunder, confirming their eligibility for the proposed appointment.

Statutory Auditor's Report

The financial statements of the Company for the year ended March 31,
2025, have been audited by M/s. AKGVG & Associates, Chartered Accountants (Firm
Registration No. 018598N), who were appointed as Statutory Auditors to fill a casual
vacancy during the year.
The Statutory Auditor's Report, which forms part of this Annual
Report, does not contain any qualification, reservation, adverse remark or disclaimer. The
Board has reviewed the Report and confirms that it is self-explanatory and does not
require any further explanation or comments under Section 134(3)(f) of the Companies Act,
2013.
SECRETARIAL AUDITORS AND REPORTS:

Secretarial Auditor

In accordance with the provisions of Section 204 of the Companies Act,
2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, the Company is required to appoint a Secretarial Auditor
for a term not exceeding five consecutive financial years commencing from the financial
year 2025-26.
Based on the recommendation of the Audit Committee, the Board of
Directors has approved the appointment of M/s. Neelam Somani & Associates, Practicing
Company Secretaries (Mem. No. - 10993, COP No. - 12454), as the Secretarial Auditors of
the Company for a period of five consecutive years, to hold office from the conclusion of
this Annual General Meeting Until the conclusion of the 19th Annual General
Meeting of the Company to be held in the year 2030, to undertake the secretarial audit of
the Company for the financial years 2025-26 to 2029-30.
The Company has received the requisite consent letter and eligibility
certificate from Mrs. Neelam Rathi from M/s. Neelam Somani & Associates, Practicing
Company Secretaries (Mem. No. - 10993, COP No. - 12454), confirming that the proposed
appointment complies with the applicable provisions of the Companies Act, 2013, the SEBI
Listing Regulations and other statutory requirements. The firm has also confirmed that it
is a peer-reviewed firm and is not disqualified from being appointed as Secretarial
Auditors in terms of the applicable laws.
The proposal for appointment of Secretarial Auditors forms part of the
Notice convening the ensuing Annual General Meeting and is placed before the Members for
their approval.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board had appointed M/s. Neelam Somani & Associates, Practicing Company
Secretaries, Company Secretaries (Membership Number: 10993), as the Secretarial Auditors
of the Company for the financial year ended March 31, 2025.
The Secretarial Audit Report issued by the Secretarial Auditors is
annexed as “Annexure A” and forms an integral part of this
Annual Report.
The Report contains following observations:
1. During the audit period M/s. Aniket Goyal & Associates,
Chartered Accountant, Ahmedabad, (FRN: 022331C) Statutory Auditor of the Company have
resigned due to expiry of Peer Review Certificate issued by ICAI.
2. During the audit period, action has been taken against the company
under the Standard Operating Procedure issued by SEBI.
3. The website of the Company was not updated as on the date of issuing
the Report. . Board's Comments on the Auditor's Observations:
1. M/s Aniket Goyal & Associates tendered their resignation due to
impending merger of their firm. The Company, in compliance with applicable regulations,
appointed M/s AKGVG & Associates, Chartered Accountants (ICAI Firm Registration No.
018598N) within the stipulated time. The appointment was subsequently approved by the
members through a Postal Ballot.
2. A fine was imposed on the Company under the Standard Operating
Procedure (SOP) framework prescribed by SEBI for non-compliance with certain regulatory
requirements. The said fine has been duly paid. The Company has also taken necessary
corrective measures and
strengthened its internal compliance processes to ensure timely and
consistent compliance with all applicable SEBI regulations going forward.
The Auditors' Report for the financial year under review does not
contain any qualification, reservation, adverse remark, or disclaimer. Other observations,
if any, made by the Auditors in their Report are self-explanatory and do not call for any
further explanation from the Board.

COST AUDIT

During the year under review, the provisions relating to the
maintenance of cost records and appointment of Cost Auditors under Section 148 of the
Companies Act, 2013 were not applicable to the Company, as the Company's business
activities are not covered under the specified sectors requiring such compliance.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013
read with the Companies (Accounts) Rules, 2014, the Board of Directors, on the
recommendation of the Audit Committee, appointed Mr. Salim Shaikh as the Internal Auditor
of the Company for the financial years 2024-25 and 2025-26.
Mr. Salim Shaikh is an Internal employee of the Company since last 5
years, well versed with the knowledge of accounts and other compliances to be made by the
company.
The scope, periodicity, methodology and reporting structure of the
internal audit are determined by the Audit Committee in consultation with the Internal
Auditor to ensure robust internal controls and risk management.

REPORTING OF FRAUDS BY AUDITORS

In terms of Section 143(12) of the Companies Act, 2013, during the
financial year under review, neither the Statutory Auditors nor the Secretarial Auditors
have reported any instances of fraud committed by the Company's officers or employees
to the Audit Committee. Accordingly, no disclosure is required under Section 134(3) (ca)
of the Companies Act, 2013.

20. RELATED PARTY TRANSACTIONS

During the financial year 2024-25, all related party transactions
entered into by the Company were in the ordinary course of business and on an arm's
length basis, in accordance with the provisions of Section 188 of the Companies Act, 2013
and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”).
These transactions were reviewed and approved by the Audit Committee,
in line with the statutory requirements and the Company's governance framework. The
Audit Committee ensure that all related party transactions are conducted in a fair and
transparent manner, safeguarding the interests of the Company and its stakeholders.
There were no materially significant related party transactions with
Promoters, Directors, Key Managerial Personnel or their relatives, or any other related
parties, that may have a potential conflict with the interest of the Company at large.
However, in compliance with Section 134(3)(h) of the Companies Act, 2013 read with Rule
8(2) of the Companies (Accounts) Rules, 2014, the particulars of related party
transactions are disclosed in Form AOC-2, annexed as “Annexure B”
to this Report.
Further, as required under Regulation 23(9) of the SEBI Listing
Regulations, the Company has submitted half-yearly disclosures of related party
transactions to the stock exchanges. The Company's Policy on Related Party
Transactions is available on its website under the Investor Relations section -
Codes, Policies and others.

21. DEPOSITS

The Company has not accepted or renewed any amount falling within the
purview of provisions of Section 73 of the Companies Act, 2013 (“the Act”) read
with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review.
Hence, the requirement for furnishing the details of deposits which are not in compliance
with Chapter V of the Act is not applicable.

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company did not have any subsidiaries, joint ventures or associate
companies during the financial year under review. Accordingly, the provisions of Section
129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014
regarding the preparation of consolidated financial statements and statement in Form AOC-1
do not apply.

23. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In accordance with Section 135 of the Companies Act, 2013 and Rule 9 of
the Companies (Accounts) Rules, 2014, the provisions relating to Corporate Social
Responsibility (CSR) are not applicable to the Company for the financial year 2024-25.
Consequently, there is no requirement to disclose any CSR activities for the year under
review. The Company shall comply with the applicable CSR provisions and disclose relevant
information as and when the same become applicable.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013

In compliance with the provisions of Section 186 of the Companies Act,
2013, the Company hereby confirms that during the financial year 2024-25, it has not
granted any loans or provided any guarantees. Further, the Company's investments made
during the year are disclosed in Note 3 forming part of the financial statements.

25. PARTICULARS REGARDING EMPLOYEES

Pursuant to the provisions of Section 197(12) of the Companies Act,
2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the statement containing the required disclosures, including the
ratio of the remuneration of each Director to the median remuneration of the employees and
other applicable details, is annexed as “Annexure C" to this
Report.
Further, during the financial year 2024-25, no employee of the Company
was in receipt of remuneration exceeding the limits specified under Rule 5(2) of the said
Rules. Accordingly, the disclosure of particulars under Rule 5(2) is not applicable.

26. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

Pursuant to the disclosures required under applicable laws, it is
confirmed that during the year under review, no significant and material orders have been
passed by any regulatory authority, tribunal or court which could potentially affect the
Company's going concern status or future business activities.

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

In accordance with the requirements of Section 134(3)(m) of the
Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the relevant details
pertaining to conservation of energy, technology absorption, foreign exchange earnings,
and outgo are annexed to this report as “Annexure D”.


28. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a Policy on Prevention, Prohibition and
Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
rules made thereunder.
The Policy is aimed at fostering a safe, respectful and inclusive work
environment that is free from any form of sexual harassment. It applies to all employees,
contract workers and individuals engaged with the Company. The Policy outlines a
structured framework for reporting, investigating and redressing complaints.
An Internal Complaints Committee (ICC) has been duly constituted to
investigate and address complaints of sexual harassment, as per statutory requirements.
The Company maintains a zero-tolerance approach toward sexual harassment at the workplace.
The ICC also undertakes regular awareness and sensitization initiatives, including
training programs, to educate employees about their rights and obligations under the POSH
framework.
During the financial year 2024-25, no complaints of sexual harassment
were reported or received.

29. VIGIL MECHANISM

The Company has established a robust Vigil Mechanism, also known as the
Whistle Blower Policy, in compliance with Section 177 of the Companies Act, 2013,
Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, and other applicable laws. This mechanism provides a secure and confidential channel
for Directors, employees, vendors and other stakeholders to report genuine concerns
regarding unethical conduct, fraud, or any violation of the Company's Code of
Conduct, including leakage of unpublished price- sensitive information.
The policy strictly prohibits any form of retaliation or victimization
against individuals who report concerns in good faith and ensures their protection.
Whistleblowers have the right to direct access to the Chairperson of the Audit Committee
when necessary.
During the financial year 2024-25, the Company did not receive any
complaints under the Vigil Mechanism. The Audit Committee periodically reviews the
effectiveness and functioning of this mechanism.
The Vigil Mechanism / Whistle Blower Policy is available on the
Company's i.e. www.veeramsecuritiesltd.com 

30. RISK EVALUATION AND MANAGEMENT


The Company recognizes that risk is an inherent part of any business
and is committed to managing it proactively and effectively. A structured and systematic
risk management framework is in place to identify, assess, monitor and mitigate risks that
could potentially impact the Company's objectives.
Risks arising from both internal and external environments are
periodically assessed. Appropriate risk treatment plans are developed and integrated into
the Company's strategic, business and operational planning processes. The objective
is to ensure that the likelihood and impact of identified risks are maintained within
acceptable levels as defined in consultation with the Board of Directors from time to
time.
The Company's Risk Management Policy, formulated in alignment with
its business strategy, lays down comprehensive procedures for risk identification,
evaluation, review, and reporting. This policy enables the organization to maintain a
balanced approach toward risk-taking and risk mitigation.
Key business risks and their potential impact on the Company's
performance are detailed in the Management Discussion and Analysis Report, forming part of
this Annual Report.
As the Company does not fall within the top 1000 listed entities based
on market capitalization at the end of the previous financial year, the requirement for
constitution of a Risk Management Committee under Regulation 21 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

31. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and
Analysis Report forms an integral part of this Board's Report. It provides detailed
insights into the Company's operational performance, industry structure, business outlook,
opportunities and threats, internal control systems, and future strategies.
The Management Discussion and Analysis Report for the financial year
ended March 31, 2025, is annexed to this Report as “Annexure E”.


32. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE

During the year under review, the Company has neither made any
application nor is any proceeding pending against it under the Insolvency and Bankruptcy
Code, 2016.

33. DISCLOSURE ON VALUATION UNDER ONE-TIME SETTLEMENT:

The Company has not entered into any one-time settlement with banks or
financial institutions during the year under review. Hence, the disclosure regarding the
difference in valuation at the time of such settlement and at the time of availing the
loan is not applicable.

34. CHANGE IN CAPITAL SRUCTURE OF THE COMPANY

During the financial year 2024-25, There has been no change in the
Authorised, issued, subscribed and paid-up share capital of the Company.

35. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the top 1,000 listed companies based on
market capitalization at the end of the preceding financial year are required to include a
Business Responsibility and Sustainability Report (BRSR) as part of their Annual Report.
As the Company does not fall within the ambit of the top 1,000 listed
entities as per the said regulation, the requirement to furnish a BRSR is not applicable
for the financial year under review.
36. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY
During the financial year under review, the Company approved the
issuance of fully paid-up equity shares by way of a rights issue on March 19, 2025. The
Draft Letter of Offer, along with the material terms and conditions of the issue, was
approved by the Board of Directors on April 5, 2025.
In connection with the proposed rights issue, the Company has submitted
a prior application to the Stock Exchange for approval. However, as on the date of this
Report, the approval is still awaited.
Except for the above, there have been no material changes or
commitments affecting the financial position of the Company between the end of the
financial year and the date of this Report.
37. POLICIES
The Company remains committed to upholding strong corporate governance
and regulatory compliance. During the financial year under review, the Board of Directors
reviewed and updated all applicable policies to align with recent amendments under the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
These updates were made to ensure that the Company's internal
frameworks remain current, effective and reflective of evolving statutory requirements and
best industry practices.
The updated policies can be accessed under the “Codes, Policies
& Others” section in the “Investor” tab on the Company's website
at www.veeramsecuritiesltd.com 

38. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY
Subsequent to the end of the financial year, the Board of Directors, at
its meeting held on April 5, 2025, approved the Draft Letter of Offer, along with the
material terms and conditions of the issue for Proposed Right Issue.
In connection with the proposed rights issue, the Company has submitted
a prior application to the Stock Exchange for approval. However, as on the date of this
Report, the approval is still awaited.
Except for the above, there have been no other material changes and
commitments affecting the financial position of the Company between the end of the
financial year and the date of this report.
39. CODE OF CONDUCT
In compliance with corporate governance requirements as per the SEBI
Listing Regulations, your Company has formulated and implemented a Code of Conduct for all
Board members and senior management personnel of your Company (“Code of
Conduct”), who have affirmed the compliance thereto. The Code of Conduct is available
on the website of your Company.
40. ACKNOWLEDGEMENTS
The Board of Directors places on record its sincere appreciation for
the continued support, confidence, and trust extended by the shareholders, customers,
suppliers, business associates, financial institutions, and banks.
The Board also acknowledges the consistent guidance and cooperation
received from regulatory authorities, including the Ministry of Corporate Affairs, SEBI,
stock exchanges and other statutory bodies.
We place on record our deep appreciation for the dedication,
commitment, and efforts of the Company's employees at all levels, who have
contributed to the Company's sustained performance during the year.

ANNEXURE B TO THE DIRECTOR'S REPORT
FORM NO. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the
Companies Act, 2013 and Rule
8(2) of the Companies (Accounts) Rules, 2014)

Disclosure of the Related Party Transactions of Veeram Securities
Limited for the
financial year ended on March 31, 2025
1. Details of contracts or arrangements or transactions not at an
arm's length basis


  

    
Sr. No. Name(s)
    of the related party and nature of relationship
    
Nature of contracts/
    arrangements / transactions
    
Duration of contracts/
    arrangements / transactions
    
Salient terms of the

    
contracts or arrangements or
    
transactions including the value, if any
    
Justification for entering
    into such contracts or arrangements or

    
transaction
    
Date(s)

    
of
    
approval by the Board
    
Amount paid as advances, if
    any
    
Date on which the
    Ordinary Resolution was

    
passed in general meeting as required under the first
    
proviso to section 188
  
  

    

    

    

    
NIL
    

    

    

    

  


2. Details of material contracts or arrangements or transactions at
arm's length basis for the financial year ended on March 31, 2024

(? In Lakhs)

  

    
Sr. No. Name(s)
    of the related party and nature of relationship
    
Nature of contracts/
    arrangements/ transactions
    
Duration of contracts/
    arrangements/ transactions
    
Salient terms of the
    contracts or arrangements or transactions, including the value, if any
    
Date(s)

    
of
    
approval by the Board
    
Amount paid as advances, if
    any
  
  

    
1 Rakshit M Shah HUF
    
Rent paid
    
1 Year
    
3.60
    
22nd

    
April,
    
2024
    
NA
  


Note:

All Related Party Transactions (RPTs) were carried out with the
omnibus/requisite approval of the Audit Committee. The Audit Committee granted approval
for all RPTs at the beginning of the financial year.

A. Conservation of Energy
i. The steps taken for impact on conservation of energy:

While the Company's operations are not energy-intensive, proactive
steps have been taken to optimize energy usage. These include the installation of LED
lighting in showroom and office, use of energy-efficient appliances, and regular
maintenance of electrical systems to prevent energy loss.

ii. The steps taken by the Company for utilizing alternate sources of
energy:

Given the relatively low energy consumption of the Company's
operations, adoption of alternate sources of energy is not currently deemed viable.
However, the Company remains open to exploring sustainable energy solutions in the future.

iii. The capital investment on energy conservation equipment:

No significant capital investment has been made during the year towards
energy conservation equipment.

B. Technology Absorption
i. Efforts made towards Technology Absorption:

The Company has focused on adopting digital tools and technology-driven
solutions to improve operational efficiency and customer experience. Initiatives include
implementation of point-of-sale (POS) systems, inventory and billing software, and
customer relationship management (CRM) platforms. The Company remains committed to
adopting relevant technologies in its retail and administrative operations. Emphasis is
placed on using technology to streamline supply chain coordination, improve stock
visibility, and offer a seamless omni-channel customer experience.

ii. Benefits derived:

Improved operational efficiency through automated billing and inventory
management. Enhanced customer engagement. Better data-driven decision making and marketing
outreach.

iii. Expenditure incurred on Research and Development: Nil
iv. In case of imported technology (imported during the last three
years reckoned from the beginning of the financial year)

a) Technology imported: The Company has not imported any technology in
the last 3 years.
b) Year of Import: NA
c) Has technology been fully absorbed: NA
d) If not fully absorbed, areas where this has not taken place, reasons
thereof and future of action: NA

C. Foreign Exchange earnings and outgo (Standalone)

There were no Foreign Exchange earnings and expenditure.

ANNEXURE-B
DETAILS RELATED TO REMUNERATION
Information pursuant to Section 197 of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014
1. The ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year 2024-25 and the
percentage increase in remuneration of each Director, Chief Financial Officer, Chief
Executive Officer, Company Secretary in the financial year 2024-25:

  

    
Sr. No. Name of
    Director/KMP and Designation
    
% Increase in Remuneration
    in Financial Year 2024-25
    
Ratio of remuneration of
    Director to median remuneration of employees in financial year 2024-25*
  
  

    
1. Mahendrakumar Ramniklal
    Shah
    
NIL
    
NA
  
  

    
2. Rajeshbhai Shah
    
NIL
    
NA
  
  

    
3. Rakshit Mahendra Shah
    
NIL
    
NA
  
  

    
4. Pinal Rakshit Shah
    
NIL
    
NA
  
  

    
Key Managerial Personnel
  
  

    
4. Jyoti Goel**
    
NIL
    
NA
  
  

    
5. Mukta Bhansali**
    
NA
    
NA
  

*During the financial year under review, no remuneration was paid to
any Director of the Company, whether executive or non-executive. Accordingly, the ratio of
the remuneration of each Director to the median remuneration of the employees of the
Company for the said financial year is not applicable.
** Ms. Jyoti Goel has resigned from the position effective from 20th
April, 2024. Mrs. Mukta Bhansali was appointed effective from 09th August 2024.
2. The percentage increase in the median remuneration of employees in
the financial year: 10%
3. The number of permanent employees on the rolls of Company as on
March 31, 2025:
05.
4. Average percentile increases 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 justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration:
• Average percentile increases in remuneration of employees
excluding KMPs- 10%
• Average percentile increases in remuneration of KMPs: - Nil
5. Affirmation that the remuneration is as per the remuneration policy
of the company:
It is affirmed that the remuneration is as per the ‘Remuneration
policy for Directors, Key Managerial Personnel and other employees' adopted by the
Company.