xii. Provisions and A provision is recognized if, as a result of a past event, the Company

contingent liabilities has a present legal obligation that is reasonably estimable, and it

is probable that an outflow of economic benefits will be required to
settle the obligation. Provisions are not discounted to their present

value and are determined based on the best estimate required
to settle the obligation at the reporting date. These estimates are
reviewed at each reporting date and adjusted to reflect the current
best estimates.

A contingent liability is a possible obligation that arises from past
events whose existence will be confirmed by the occurrence or
nonoccurrence of one or more uncertain future events beyond the
control of the Company or a present obligation that is not recognised
because it is not probable that an outflow of resources will be required
to settle the obligation. A contingent liability also arises in extremely
rare cases where there is a liability that cannot be recognised because
it cannot be measured reliably. The Company does not recognise
a contingent liability but discloses its existence in the standalone
financial statements.

xiii. Other expenses Other expenses are recognised in the Statement of Profit and Loss

when the related goods or services are received or the liability is
incurred. These include administrative expenses, legal & professional
fees, rent, repair maintenance and other operating expenses that are
not directly attributable to financing or investment activities. Expenses
are recorded on an accrual basis unless otherwise stated.

xiv. Cash & cash Cash and cash equivalents in balance sheet comprise of cash on

equivalents hand, cash at banks and short term deposits with an original maturity

of twelve months or less which are subject to insignificant risk of
changes in value. The Company considers all highly liquid investments
with a remaining maturity at the date of purchase of three months or
less and that are readily convertible to known amounts of cash to be
cash equivalents.

Fixed Deposits with original maturity exceeding Twelve months are
classified as non-current investments.

For the purpose of Cash Flow Statement, cash and cash equivalents
consists of cash and bank balances reported under Current Assets.

xv. Other assets & Other Other assets include non-financial and financial assets such as

Liabilities prepaid expense, security deposits, advances, input tax credit, TDS

receivable etc. These are recorded at cost or carrying value based on
the nature of transaction.

Other liabilities include non-financial and financial liabilities such as
employee payable, other payables, statutory liabilities, advances
received etc. These are recorded at there settlement value and are
accrued when the obligation arises.

xvi. Segment reporting The Company is primarily engaged in providing innovative Digital

Lending and Supply Chain Finance (SCF) technology product solutions
to a wide range of clients. Accordingly, the Company operates in
only one business segment and therefore, Accounting Standard 17 -
"Segment Reporting" issued by the Institute of Chartered Accountants
of India is not applicable to the company.

The Company''s contribution to provident fund In accordance with the Employee''s Provident Fund
and Miscellaneous Provisions Act, 1952, Employee State Insurance Scheme (ESI) under Employees'' State
Insurance Act, 1948 and Labour welfare fund (LWF) are considered as defined contribution plans and
are charged as an expense in the Statement of Profit and Loss as they fall due based on the amount of
contribution required to be made. The Company has no further obligations under these plans beyond its
periodic contributions.

Defined Benefit Plan

The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible
employees. Under the gratuity plan, every employee who has completed atleast five years of service is
eligible. The plan provides for a lump-sum payment to eligible employees at retirement, death while in
employment or on termination of employment of an amount equivalent to 15 days salary payable for each
completed year of service. The Company does not make any contributions to gratuity funds and the plan
is unfunded. The Company accounts for the liability for gratuity benefits payable in the future based on an
actuarial valuation.

The company provides share-based payment schemes to its employees. During the year ended 31 March
2026, an employee stock option plan (ESOP) was in existence. The relevant details of the scheme and the
grant are as below.

The board of directors approved the ''Veefin Solutions Private Limited - Employee Stock Option Plan, 2022''
and ''Employee Stock Option Plan, 2023'', for issue of stock options to the key employees and directors of
the company. According to the Scheme , option has been granted to eligible employees which are to be
vested from time to time. The Company has established share options plans that entitle employees of the
company and its subsidiary companies to purchase the shares of the company. Under these plans, holders
of the vested options are entitled to purchase shares at the exercise price of the shares determined at the
respective date of grant of options.

The key terms and conditions related to vesting of grants under these plans are continued employment
with the company and in some cases non market performance condition to be satisfied from date of grant
of options till the date of vesting; all options are to be settled by delivery of shares.

Measurement of fair values

Accounting is done as per Fair Value Method. Fair value disclosures are given as required under Guidance
Note on Accounting for Share Based Payments. The fair value of the employee share options has been
measured using Black-Scholes Option pricing model. The details of the nature and characteristics of
ESOPs granted during the year are as follows:

Note 32: Additional Regulatory Information

i. Details of Benami Property held

The Company does not have any Benami property, where any proceeding has been initiated or
pending against the Company for holding any Benami property.

ii. Wilful Defaulter

The company has not been declared as a wilful Defaulter by any Financial Institution or bank as at the
date of Balance Sheet.

iii. Whistleblower Policy

The company has a whistleblower policy in place and no complaints were received during the year
when performing our audit.

iv. Relationship with Struck off Companies

The Company do not have any transactions with companies struck off.

v. Registration of charges or satisfaction with Registrar of Companies (ROC)

The company has no pending charges or satisfaction which are yet to be registered with the ROC
beyond the Statutory period.

vi. Compliance with number of layers of companies

The company has complied with the provision of the number of layers prescribed under clause (87) of
section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017. Details of
the Subsidiaries as follows:

ix. Utilisation of Borrowed funds and share premium:

A. The company has not advanced or loaned or invested funds (either borrowed funds or share
premium or any other sources or kind of funds) to any other person(s) or entity(ies), including
foreign entities (Intermediaries).

B. the company has not received any fund from any person(s) or entity(ies), including foreign entities
(Funding Party).

The company have not advanced or loaned or invested funds to any other person(s) or entity(ies),
including foreign entities (intermediaries) with the understanding that the intermediary shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the company (Ultimate Beneficiaries); or

b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries;

The Company have not received any fund from any person(s) or entity(ies), including foreign
entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the
Company shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Funding Party (Ultimate Beneficiaries) or;

b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

x. Undisclosed income

The Company has no transaction that is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act,
1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

xi. Details of Crypto Currency or Virtual Currency

The company has not traded or invested in Crypto currency or Virtual Currency.

xii. Title deeds of Immovable Property not held in the name of the Company

The Company does not have any immovable property whose title deed is not held in name of the
Company

xiii. Revaluation of Property, Plant and Equipment

The Company has not revalued any Property, Plant and Equipment during the year

xiv. Approval of Financial Statements

The Standalone financial statements were approved for issue by the Board of Directors on May 13,
2026.

xv. The figures for the corresponding previous years have been regrouped / reclassified wherever
necessary, to make them comparable.

vii. Compliance with approved Scheme(s) of Arrangements

There are no Schemes of Arrangements has been approved by the Competent Authority in terms of
sections 230 to 237 of the Companies Act, 2013.

viii. Discrepancy in utilization of borrowings

The company has used the borrowings from banks and financial institutions for the specific purpose
for which it was taken at the Balance Sheet date. There are no discrepancy in utilisation of borrowings.

xii) Provisions and contingent liabilities

A provision is recognized if, as a result of a past event, the Company has a present legal obligation
that is reasonably estimable, and it is probable that an outflow of economic benefits will be required
to settle the obligation. Provisions are not discounted to their present value and are determined
based on the best estimate required to settle the obligation at the reporting date. These estimates
are reviewed at each reporting date and adjusted to reflect the current best estimates.

A contingent liability is a possible obligation that arises from past events whose existence will be
confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the
control of the Company or a present obligation that is not recognised because it is not probable
that an outflow of resources will be required to settle the obligation. A contingent liability also arises
in extremely rare cases where there is a liability that cannot be recognised because it cannot be
measured reliably. The Company does not recognise a contingent liability but discloses its existence
in the standalone financial statements.

xiii) Other expenses

Other expenses are recognised in the Statement of Profit and Loss when the related goods or
services are received or the liability is incurred. These include administrative expenses, legal &
professional fees, rent, repair maintenance and other operating expenses that are not directly
attributable to financing or investment activities. Expenses are recorded on an accrual basis unless
otherwise stated.

xiv) Cash & cash equivalents

Cash and cash equivalents in balance sheet comprise of cash on hand, cash at banks and short term
deposits with an original maturity of twelve months or less which are subject to insignificant risk of

changes in value. The Company considers all highly liquid investments with a remaining maturity at
the date of purchase of three months or less and that are readily convertible to known amounts of
cash to be cash equivalents.

Fixed Deposits with original maturity exceeding Twelve months are classified as non-current
investments.

For the purpose of Cash Flow Statement, cash and cash equivalents consists of cash and
bank balances reported under Current Assets

xv) Other assets & Other Liabilities

Other assets include non-financial and financial assets such as prepaid expense, security deposits,
advances, input tax credit, TDS receivable etc. These are recorded at cost or carrying value based on
the nature of transaction.

Other liabilities include non-financial and financial liabilities such as employee payable, other
payables, statutory liabilities, advances received etc. These are recorded at there settlement value
and are accrued when the obligation arises.

xvi) Segment reporting

The Company is primarily engaged in providing innovative Digital Lending and Supply Chain Finance
(SCF) technology product solutions to a wide range of clients. Accordingly, the Company operates in
only one business segment and therefore, Accounting Standard 17 - "Segment Reporting" issued
by the Institute of Chartered Accountants of India is not applicable to the company.

that is reasonably estimable, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by the best estimate of the likely future outflow of economic benefits required to settle the obligation at the reporting date.

Where no reliable estimate can be made, a disclosure is made as contingent liability. A disclosure for a contingent liability is also made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

13. CASH & CASH EQUIVALENTS

Cash and cash equivalents comprise cash and cash on deposit with banks. The Company considers all highly liquid investments with a remaining maturity at the date of purchase of three months or less and that are readily convertible to known amounts of cash to be cash equivalents.

14. SEGMENT REPORTING

Company is operating under a single segment

b) Terms/ rights attached to shares

- The company has only one class of equity shares having a par value of H 10/- each. Each holder of equity shares is entitled to one vote per share.

- During the year, the Company, pursuant to the provisions of section 26 and 32 of the Companies Act 2013 read with rules made thereunder, including the SEBI (ICDR) Regulation 2009 (as amended) and in terms of Prospectus Dated May 15, 2023 offered 56,99,200 equity shares of face value H 10 each at a price of H 82 per share including premium of H 72, comprising of fresh issue of 28,49,600 equity shares, in the capital of the Company, and offer for sale of 28,49,600 equity shares through fixed price issue,in the Initial Public Offering (IPO).

- During the year, The company had also Issued 13,85,600 equity share having a face value of H10 at preferential allotment price of H 267.50 per share (including premium of H 257.50 per share) aggregating to H 3,706.48 Lakhs- to Non Promoter Investors

Note - 31: Share Based Payment Arrangements

The Company has ''Veefin Solutions Private Limited - Employee Stock Option Plan, 2022'' for Equity Settled Share Based Payment Transaction, under which option has been granted to eligible employees which are to be vested from time to time.

The Company has established share options plans that entitle employees of the company and its subsidiary companies to purchase the shares of the company. Under these plans, holders of the vested options are entitled to purchase shares at the exercise price of the shares determined at the respective date of grant of options.

The key terms and conditions related to vesting of grants under these plans are continued employment with the company and in some cases non market performance condition to be satisfied from date of grant of options till the date of vesting; all options are to be settled by delivery of shares.

Measurement of Fair Values

Accounting is done as per Fair Value Method. Fair Value disclosures are given as required under Guidance Note on Accounting for Share Based Payments. The Fair value of the employee options has been measured using Black-Scholes Option pricing model.

Compliance with approved Scheme(s) of Arrangements

There are no Schemes of Arrangements has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.

Discrepancy in utilization of borrowings

The company has used the borrowings from banks and financial institutions for the specific purpose for which it was taken at the balance sheet date. There are no discrepancy in utilisation of borrowings.

Utilisation of Borrowed funds and share premium:

(A) The company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries).

(B) the company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party).

The company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (intermediaries) with the understanding that the intermediary shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries); or

b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries;

The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or;

b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

Note-34: Additional Regulatory Information (Contd..)

Undisclosed income

The Company has no transaction that is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

Details of Crypto Currency or Virtual Currency

The company has not traded or invested in Crypto currency or Virtual Currency.

The figures for the corresponding previous year have been regrouped / reclassified wherever necessary, to make them comparable.

For ADV & Associates For VEEFIN SOLUTIONS LIMITED

Chartered Accountant FRN: 128045W

CA Pratik Kabra Raja Debnath Gautam Vijay Udani

Partner Managing Director Whole Time Director

M.No.: 611401 DIN: 07658567 DIN: 03081749

Date : 29th April, 2024 Urja Thakkar Payal Maisheri

Place : Mumbai Company Secretary Chief Financial Officer

Date : 29th April, 2024 Place : Mumbai

i. The Company has only one class of equity share having a par value of Rs.10/- per share.

ii. The Company has Reclassified DVR shares to Regular equity shares having at par value of Rs. 10 per share.

iii. The Company has issued convertible notes during the year, the same has been converted into 1081 no of equity shares during the year.

iv. The Company has converted loan into equity by issuing 104 no of equity shares during the year.

v. The Company has also issued Rights shares in the Financial year 2022-23

iii. The Company has also issued Bonus Shares in the ratio of 1:1170 in the Financial year 2022-23

Note - 30: Share Based Payment Arrangements

The Company has ''Veefin Solutions Private Limited - Employee Stock Option Plan, 2022'' for Equity Settled Share Based Payment Transaction, under which options have been granted to eligible employees which are to be vested from time to time.

The Company has established share options plans that entitle employees of the company and its subsidiary companies to purchase the shares of the company. Under these plans, holders of the vested options are entitled to purchase shares at the exercise price of the shares determined at the respective date of grant of options.

The key terms and conditions related to vesting of grants under these plans are continued employment with the company and in some cases non market performance condition to be satisfied from date of grant of options till the date of vesting; all options are to be settled by delivery of shares.

Measurement of Fair Values

Accounting is done as per Fair Value Method. Fair Value disclosures are given as required under Guidance Note on Accounting for Share Based Payments. The Fair value of the employee options has been measured using Black-Scholes Option pricing model.

Note-32: Additional Regulatory Information Details of Benami Property held

The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

Details of Loans and advances

Wilful Defaulter

The company has not been declared as a wilful Defaulter by any Financial Institution or bank as at the date of Balance Sheet. Relationship with Struck off Companies

The Company do not have any transactions with companies struck off.

Registration of charges or satisfaction with Registrar of Companies (ROC)

The company has no pending charges or satisfaction which are yet to be registered with the ROC beyond the Statutory period. Compliance with number of layers of companies

The company has complied with the provision of the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017. Details of the Subsidiaries as follows:

Compliance with approved Scheme(s) of Arrangements

There are no Schemes of Arrangements has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.

Discrepancy in utilization of borrowings

The company has used the borrowings from banks and financial institutions for the specific purpose for which it was taken at the balance sheet date. There are no discrepancy in utilisation of borrowings.

Utilisation of Borrowed funds and share premium:

(A) The company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries).

(B) the company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party).

The company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (intermediaries) with the understanding that the intermediary shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries); or

b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries;

The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or;

b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or;

b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

Note-33: Additional Information:

Undisclosed income

The Company has no transaction that is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

Details of Crypto Currency or Virtual Currency

The company has not traded or invested in Crypto currency or Virtual Currency.