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Directors Report of Vani Commercials Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 38^th Director''s Report of your
Company together with the Audited Financial Statements (Standalone and
Consolidated) along with Auditors'' Report for the Financial Year ended 31^stMarch, 2025.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY''S
AFFAIRS

(a) Financial Highlights

Particulars	Standalone		Consolidated
	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)
Profit (Los s) before	48,12,923	60,31,617	48,12,923	60,20,944
tax
Current Tax	12,51,360	15,60,000	12,51,360	1 5,60,000
Provision for Standard	0	12,02,510	0	12,02,510
Assets
Deferred Tax	0	10,512	0	10,512
Provision for Statutory	9,62,585	8,92,221	9,62,585	8,92,221
Reserve
Provision for standard	0	12,02,510	0	12,02,510
assets of NBFCs
Profit/(Loss) after	25,98,978	23,66,374	25,98,978	23,55,701
Tax
Net Profit Transferred	0	0	0	0
to Reserves
Earnings per share
Basic	0.22	0.28	0.22	0.28
Dilu ted	0.22	0.28	0.22	0.28

(i) Highlights of the Company''s Performance
(Standalone) for the year ended 31^st 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/Â¬
). The Company recorded a Net Profit of Rs.
25,98,978/- during the Financial Year ended 31^stMarch, 2025 as compared to Net Profit 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^st 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 Company
recorded a Net Profit of Rs. 25,98,978/- during the
Financial Year ended 31^st March, 2025 as against
Net Profit 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^st March, 2025 stood
at ''13,05,00,000/- (Rupees Thirteen Crore Five Lakh
Only) divided into 13050000 (One Crore Thirty Lakh Fifty
Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only)
each and the paid-up Equity Share Capital as at 31^st 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) of
the Companies Act, 2013

For the Financial Year ended 31^st 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^st March, 2025, the
Company has earned Net profit of Rs. 25,98,978/- and
therefore, has transferred 20% of the Net Profits 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 to
meager 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 of
the 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^st March, 2025, the
following changes were made in Board of Directors of
Company :

â¢ Mr. Harish Kumar Sahdev (DIN:09651019)
resigned from the post of Non-Executive
Independent Director w.e.f. 1^st April, 2024. Further,
he has also confirmed in his resignation letter that
there were no other material reasons for his
resignation other than those mentioned in his
resignation letter.

â¢ On the recommendation received from the
Nomination and Remuneration Committee, Mr.
Shubham Arora (DIN: 08457037) has been
appointed as Additional Director in the category of
Non-Executive Independent Director of the
Company w.e.f. 23^rd 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 Board
meeting of the Company held on Friday, 23^rdFebruary, 2024 got lapsed.

Accordingly, his appointment was regularized by
the shareholders of the Company at the 37^thAnnual General Meeting held on Friday, 27^thSeptember, 2024.

â¢ Mr. Pranay Kumar Tayal (DIN: 10649067) was
appointed as an Additional Director categorized as
Non-Executive Independent Director of the
Company w.e.f. 30^th 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 Board
meeting of the Company held on Thursday, 30^thMay, 2024 due to the reason of unavailability of his
Certificate of passing ID Proficiency 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 Kumar
Tayal was regularized by the shareholders in their
Annual General Meeting held on Friday, 27^thSeptember, 2024.

â¢ The designation of Mrs. Binal Jenish Shah was
changed from Whole-Time Director to NonÂ¬
Executive Non-Independent Director of the
Company w.e.f. 10^th August 2024 at the meeting of
the Board held on 10^th August 2024 upto the date of
conclusion of General Meeting of the Company
and subsequently shareholders had approved the
change in designation at the 37^th Annual General
Meeting of the Company held on Friday, 27^thSeptember, 2024.

â¢ Mr. Gaurav Malhotra (DIN: 07351641) was
appointed as an Additional Director categorized as
Non-Executive Independent Director of the
Company w.e.f. 11^th November, 2024 on
recommendations received from the Nomination
and Remuneration Committee.

â¢ Mrs. Binal Jenish Shah (DIN: 09371388) resigned
from the post of Non-Executive Independent
Director w.e.f. closure of business hours on 11^thNovember, 2024. Further, she has also confirmed
in his resignation letter that there were no other
material reasons for her resignation other than
those mentioned in her resignation letter.

â¢ Mrs. Ishita Jindal (DIN: 10907315) was appointed
as an Additional Director categorized as NonÂ¬
Executive Independent Director of the Company
w.e.f. 15^th January, 2025 on recommendations
received from the Nomination and Remuneration
Committee.

â¢ The appointments of Mr. Gaurav Malhotra (DIN:
07351641) and Mrs. Ishita Jindal (DIN: 10907315)
have been regularized by the shareholders in their
Extra Ordinary General Meeting held on 8^thFebruary, 2025.

After the closure of the financial year 2024-25, he
following Changes in the directorships took place:

â¢ The designation of Mr. Pranay Kumar Tayal (DIN:
10649067) was changed from Non-Executive
Independent Director to Non-Executive NonÂ¬
Independent Director of the Company by the
Board of Directors at their meeting held on 29^thMay, 2025, on recommendations received from
the Nomination and Remuneration Committee,
pursuant to prior approval received from the
Reserve Bank of India.

â¢ Mr. Ajay Kumar Tayal (DIN: 02884256) was
appointed as an Additional Director categorized as

Whole-Time Director (Executive) of the Company
w.e.f. 29^th 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.

â¢ Mr. Vipin Bharadwaj (DIN: 08770666) was
appointed as an Additional Director categorized as
as Non-Executive Independent Director of the
Company w.e.f. 07^th 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.

â¢ Mr. Amit Kumar Chauhan (DIN: 09527510) was
appointed as an Additional Director categorized as
Non-Executive Independent Director of the
Company w.e.f. 12^th 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 consists
of 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	No n-Executive Non- Independent Directo r
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 the
Company during the financial year 2024-25.

(B) RETIREMENT BY ROTATION

In accordance with the provisions of Section 152(6) of the
Act and the Articles of Association of the Company , every
year 1/3^rd of the Directors are required to retire by rotation
at the AGM of the Company.

In the Notice of 38^th 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 reÂ¬
appointment.

(C) MEETING OF INDEPENDENT DIRECTORS

During the financial year 2024-25, a separate meeting of
the independent directors of the Company was held on 28^thMarch, 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 THE
INDEPENDENT DIRECTORS AND STATEMENT ON
COMPLIANCE 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 (âSEBI Listing Regulationsâ). 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 :

https://vanicommercials.com/wp-

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 qualifications, to the
extent applicable, in respect of Non-Independent
Directors.

All the Non-Executive Directors of the Company fulfil the fit
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^st March, 2025, 7 (Seven) meetings of the
Board were held on 28^th May, 2024*, 30^th May, 2024, 10^th August,
2024, 30^th August, 2024, 11^th November, 2024, 15^th January, 2025
and 12^th February, 2025.

*The meeting held on 28^th May, 2024 was adjourned due to nonÂ¬
availability of the Audited Financial Results of the Company and the
adjourned meeting was held on 30^th 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. Shubham Arora	Chairman
	Mr. Pranay Kumar Tayal	Memb er
	Mr. Gaurav Mal hotra	Member
Nomination and Remuneration	Mr. Shubham Arora	Chairman
Committee	Mr. Pranay Kumar Tayal	Member
	Mr. Gaurav Malhotra	Member
Stakeholders Relationship	Mr. Shubham Arora	Chairman
Committee	Mr. Pranay Kumar Tayal	Member
	Mr. Gaurav Malhotra	Member

CHANGES IN AUDIT COMMITTEE DURING THE FINANCIAL
YEAR:

During the year financial year 2024-25, Mr. Pranay Kumar Tayal
was appointed as Chairman of the Audit Committee w.e.f. 30^th May,
2024.

However, pursuant to change in designation of Mr. Pranay Kumar
Tayal from Non-Executive Independent Director to Non-Executive
Non- Independent Director w.e.f. 29^th May, 2025, Mr. Shubham
Arora was designated as Chairman of the Audit Committee and Mr.
Pranay Kumar Tayal designated as member of the committee in the
board meeting held on 29^th May, 2025.

In the board meeting held on 29^th 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^st March, 2025, 6 (Six) meetings of the
Committee were held on 28^th May, 2024¹, 30^th May, 2024, 10^thAugust, 2024, 30^th August, 2024, 11^th November, 2024 and 12^thFebruary, 2025.

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, NonÂ¬
Executive Independent Director was appointed as member of the
Committee w.e.f. 29^th May, 2025 thereby complying with the
provision of Regulation 18 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 i.e. 2/3^rd 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^st March, 2025, 5 (five) meetings of the
Nomination and Remuneration Committee were held which are as
follows: 30^th May, 2024, 10^th August, 2024, 30^th August, 2024, 11^thNovember, 2024 and 15^th 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^st March, 2025, 4 (four) meetings of
Stakeholder''s Relationship Committee were held which are as
follows: 30^th May, 2024, 10^th August, 2024, 11^th November, 2024 and
12^th February, 2025.

DETAILS OF BOARD MEETINGS HELD DURING THE FY 2024Â¬
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^th May, 2024	BM	4	4	100
3.	10â 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^th May, 2024	AC	2	1	50
1.	30^th May, 2024	AC	3	3	100
2.	10^lh August, 2024	AC	3	3	100
3.	30^th August, 2024	AC	3	3	100
4.	11^th November, 2024	AC	3	3	100
5.	12^th February, 2025	AC	3	3	100
6.	30^th May, 2024	NRC	3	3	100
7.	10^th August, 2024	NRC	3	3	100
8.	30^th August, 2024	NRC	3	3	100
9.	11^th November, 2024	NRC	3	3	100
10.	15^th January, 2025	NRC	3	3	100
11.	30^th May, 2024	SRC	3	3	100
12.	10th August, 2024	SRC	3	3	100
13.	11^th November, 2024	SRC	3	3	100
14.	12^th 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 confirm 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 affairs 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 the
subsidiary of the Company w.e.f. 12^th February, 2025. Further, there
was no associate or joint venture Company(s) during the reporting
period. Hence, ''Form AOC-1'' is applicable for the financial year
ended 31^st March, 2025. The salient feature of the financials of the
subsidiary Company are attached herewith and marked as
ANNEXURE-II.

10. LISTING INFORMATION

The Equity Shares of the Company are presently listed only at BSE
Limited and listing fee for the financial year 2025-26 has been duly
paid.

11. DEMATERIALIZATION OF SHARES

The securities of the Company are admitted with NSDL and
CDSL, 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

with SEBI at the end of the current financial year ended on 31^stMarch, 2025 are NIL.

There were no pending requests for share transfer/
dematerialization of shares as of 31^st 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 Profit 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 filed 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:

â¢ 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	Desig nation	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. Ish ita Agarwal	Company Secretary	1

The designation of Mrs. Binal Jenish Shah was changed
from Executive Director to Non-Executive Non-Indepdent
Director of the Company w.e.f. 10^th August, 2024 and was
approved by the members at the 37^th Annual General
meeting of the Company held on 27^th 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:

â¢ There was no increase in Median remuneration of
employees in financial year 2024-25.

Number of permanent employees on roll of the Company as on
31^st 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 justification 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 affirms that the remuneration is as per the
Remuneration Policy of the Company.

16. MAINTENANCE OF COST RECORDS AS SPECIFIED UNDER
SECTION 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, financials 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/ officers responsible for the day-to-day conduct of the
affairs of the Company which lead to identification 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-Banking
Financial Companies (NBFCs) under the RBI''s Scale-Based
Regulation (SBR) framework, the Company has constituted a Risk
Management Committee (RMC) on 2^nd September 2024.

Presently, Risk Management Committee comprises the following
members:

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
findings, provides guidance on internal controls and ensures that
the internal audit recommendations are implemented.

21. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

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^st 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:
https://vanicommercials.com/wp-
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 pending
towards Micro, Small and Medium Enterprises as on 31^st 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., Chartered
Accountants, were re-appointed as Statutory Auditors of the
Company from the conclusion of the 35^th Annual General Meeting
held on 9^th July, 2022 till the conclusion of the AGM of the Company
to 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 qualification, 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 fixtures were made during the financial year 2024-25.

Steps taken by the Company for utilizing alternate sources of
energy: NIL

Capital investment on energy conservation equipment: NIL

28. TECHNOLOGY ABSORPTION:

(I) Efforts, 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 years
reckoned 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 outflow 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 qualification, reservation or adverse
remark.

31. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors states that the Company has complied with
the provisions of the applicable Secretarial standards issued by the

Institute of Company Secretaries of India, as amended from time
to time.

32. EXTRACTS OF ANNUAL RETURN

The Annual Return of the Company for the financial year ended 31^stMarch,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 have
confirmed 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 âZero Toleranceâ 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 âcode of business conductâ 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 cordial

relationship with employees at all level.

38. FRAUD REPORTED UNDER SECTION 143 OF THE

COMPANIES ACT, 2013

No frauds were reported under Section 143(12) of the Companies
Act, 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) to
employees 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 PROCESS
INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (IBC):

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

41. DISCLOSURE UNDER SECTION 22 OF THE SEXUAL
HARASSMENT 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
filed during the financial year under review. The following is a
summary of complaints received and resolved during the reporting
period:

Received	Disposed-Off	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
REASONSTHEREOF

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^st 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, staff and
workers.

For and on behalf of Board of Directors
For Vani Commercials Limited

Sd/- Sd/-

Vishal Abrol Pranay Kumar Tayal

_th Managing Director Director

Date: 12^th August, 2025

â DIN:06938389 DIN: 10649067

Place: New Delhi

Vani Commercials Limited

Regd. Off.: 201, 2nd floor, BMC House,

N Block, Near Maruti Suzuki Arena,

Connaught Place, Delhi -110001

CIN: L74899DL1988PLC106425

Email ID: [email protected]

It is pertinent to note that the meeting of Audit Committee was
scheduled to be held on 28^th May, 2024 however, due to NonÂ¬
Availability of Audited Financial statements and results, the
meeting was adjourned to 30^th May, 2024 and was duly convened
and conducted.

Mar 31, 2024

Your Directors have pleasure in presenting the 37^th Director''s Report of your
Company together with the Audited Financial Statements along with
Auditors'' Report for the Financial Year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY''S
AFFAIRS

^(a) Financial ^ghliahte (Amount in Lakhs)

Particulars	Standalone		Consolidated
	Current Year	Previous Year	Current Year	Previous Year
Total Income	315	215	315	-
Total Expenses	(255)	(233)	(255)	-
Profit (Loss) before tax	60	(18)	60	-

Current Tax	16	7	16	-
Provision for Standard Assets	12	5	12	-
Deferred Tax	-	-	-	-
Provision for Statutory Reserve	9	-	9	-
Profit/(Loss) after Tax	24	(30)	24	_-
Net Profit Transferred to Reserves	-	-	-	-
Earnings per share Basic	0.28	(0.25)	0.28	-
Diluted	0.28	(0.35)	0.28

(i) Highlights of the Company''s Performance (Standalone) for
the year ended 31^st March, 2024 are as under:

During the year under review, your Company recorded Total
Standalone Revenue of Rs. 315/- Lakhs (previous year Rs. 215/-
Lakhs). The Company recorded a Net Profit of Rs. 24 Lakhs during
the Financial Year ended 31st March, 2024 as against Net Loss of
Rs. 30/- Lakhs 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 31st March, 2024 are as under:

During the year under review, your Company recorded Total
Consolidated of Rs. 315/- Lakhs. The Company recorded a Net
Profit of Rs. 24/- Lakhs during the Financial Year ended 31st March,
2024. 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.

The Company has SILVERLINK FINTECH PRIVATE LIMITED as

its subsidiary company w.e.f. 23rd February, 2024.

(b) Capital Structure

The Authorized Share Capital as at 31^st March, 2024 stood at
'' 13,05,00,000/- (Rupees Thirteen Crore Five Lakh Only) divided
into 13050000 (One Crore Thirty Lakh Fifty Thousand) Equity
Shares of Rs. 10/- (Rupees Ten Only) each and the paid-up Equity
Share Capital as at 31^st March, 2024 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
have been reported in the authorized and paid up share capital of
the company.

(c) Transfer to Reserves in Terms of Section 134 (3) (J) of the
Companies Act, 2013

For the Financial Year ended 31^st March, 2024, 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^st March, 2024, the Company has
earned meager profits and has transferred 25% of Net Profit 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 to meager profit
in the Financial Year 2023-24.

(f) Loans

The Company has not taken unsecured loans from its director(s) in
the Financial Year 2023-24 in its ordinary course of business.

(g) Material Changes and Commitments

During the year, there were no material changes and commitments
undertaken by the Company.

2. PUBLIC DEPOSITS

3. CHANGE IN THE NATURE OF THE BUSINESS

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

4. FUTURE OUTLOOK

Your Company is very well positioned to take advantage of ever
increasing demand for the 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 benefit
from various angle.

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^st March, 2024, the
following changes were made in Board of Directors of
Company:

0 Mr. Naresh Kumar Mansharamani (DIN: 07160387)
tendered his resignation from the post of Non-Executive
Independent Director w.e.f. 1^st April, 2023. Further, he has
also confirmed in his resignation letter that there was no
other material reasons for his resignation other than those
mentioned in his resignation letter.

0 Mr. Manoj Kumar Pahwa (DIN: 00398839) tendered his
resignation from the post of Non-Executive Independent
Director w.e.f. 21^st July, 2023. Further, he has also
confirmed in his resignation letter that there was no other
material reasons for his resignation other than those
mentioned in his resignation letter.

0 Mr. Harish Kumar Sahdev (DIN: 09651019) was appointed

as an Additional Director categorizes as Independent
Director of the Company w.e.f. 14^th August, 2023 on
recommendations received from the Nomination and
Remuneration Committee.

0 Mr. Yugraj Singh (DIN: 09745031) was appointed as an
Additional Director and categorizes as Non-Executive
Director of the Company w.e.f. 14^th August, 2023 on
recommendations received from the Nomination and
Remuneration Committee.

The appointments of Mr. Harish Kumar Sahdev and Mr.
Yugraj Singh was regularized by the shareholders in their
Annual General Meeting held on Saturday, 23^rdSeptember, 2023.

0 The appointment of Mr. Rohit Gupta (DIN: 10041733) has
been regularized by the shareholders in their Annual
General Meeting held on Saturday, 23^rd September, 2023.

0 The terms of appointment of Mrs. Binal Jenish Shah (DIN:
09371388) were changed from Non-Rotational to
Rotational Director of the company in the Annual General
Meeting held on 23^rd September, 2023.

0 Mr. Rohit Gupta (DIN: 10041733) has resigned from the
post of Non-Executive Independent Director w.e.f. closure
of business hours on 24^th January, 2024. Further, he has
also confirmed in his resignation letter that there was no
other material reasons for his resignation other than those
mentioned in his resignation letter.

0 Mr. Shubham Arora (DIN: 08457037) was appointed as an

Additional Director (in Independent Capacity) of the
Company w.e.f. 23^rd February, 2024 on recommendations
received from the Nomination and Remuneration
Committee.

0 Mr. Yugraj Singh (DIN: 09745031) has resigned from the
post of Non-Executive Non-Independent Director w.e.f.
24^th February, 2024.

After the closure of the financial year 2023-24, the
following changes has been occurred:

0 Mr. Harish Kumar Sahdev (DIN: 09651019) has resigned
from the post of Non-Executive Independent Director
w.e.f. 1^st April, 2024. Further, he has also confirmed in his
resignation letter that there was no other material reasons

for his resignation other than those mentioned in his
resignation letter.

0 Mr. Pranay Kumar Tayal (DIN: 10649067) was appointed
as Additional Director categorized as Independent
Director of the Company w.e.f. 30^th May, 2024 on
recommendations received from the Nomination and
Remuneration Committee.

0 The designation of Mrs. Binal Jenish Shah (DIN:
09371388) was changed from Whole-Time Director
(Executive) to Non-Executive Non-Independent Director
by the Board at its meeting held on 10^th August, 2024,
subject to approval by the members of the Company at the
ensuing General meeting.

Therefore, as on the date of this report, the Board consists
of the following Directors:

S. No.	Name	DIN	Designation
1.	Mr. Vishal Abrol	06938389	Managing Director
2.	Mrs. Binal Jenish Shah	09371388	Non-Executive Non-Independent Director
3.	Mr. Shubham Arora	08457037	Non-Executive Independent Director
4.	Mr. Pranay Kumar Tayal	10649067	Non-Executive Independent Director

CHANGES IN KEY MANAGERIAL PERSONNEL

Mr. Pitambar Mohan tendered his resignation from the
position of Chief Financial Officer of the Company w.e.f.
14^th April, 2023.

Ms. Tejasvi was appointed as the Chief Financial Officer of
the Company w.e.f. 14^th October, 2023.

(B) RETIREMENT BY ROTATION

In accordance with the provisions of Section 152(6) of the
Act and the Articles of Association of the Company, every
year 1/3^rd of the Directors are required to retire by rotation
at the AGM of the Company.

In the Notice of 37^th AGM of the Company, it has been has
mentioned that Mr. Vishal Abrol, Managing Director of the
Company shall be retiring by rotation and being eligible,
offers himself for re-appointment.

(C) MEETING OF INDEPENDENT DIRECTORS

The independent directors of company met one time
during the year where all the independent directors were
present under the requirement of Regulation 25 of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

(D) DECLARATION OF INDEPENDENCE BY THE
INDEPENDENT DIRECTORS AND STATEMENT ON
COMPLIANCE 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 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 (âSEBI Listing Regulationsâ). 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

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 :

https://vanicommercials.com/wp-
content/uploads/2024/08/ID-PROGRAM VANI.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, Ms.
Ishita Agarwal, Company Secretary and Compliance
Officer and Ms. Tejasvi, Chief Financial Officer.

(G) ATTRIBUTES, QUALIFICATIONS AND APPOINTMENT
OF DIRECTORS

All the Non-Executive Directors of the Company fulfil the fit
and proper criteria for appointment as Directors. Further,
all Directors of the Company, other than the 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

6. NUMBER OF BOARD MEETINGS

During the year ended 31^st March, 2024, 09 (Nine) meetings of the
Board were held on 30^th May, 2023, 2^nd June, 2023, 14^th August,
2023, 23^rd August, 2023, 24^th August, 2023, 14^th October, 2023, 8^th

November, 2023, 14^th February, 2024 and 23^rd February, 2024
respectively.

It is pertinent to note that the meeting of Board of Directors was
scheduled to be held on 23rd August, 2023 however due to some
urgency the meeting was adjourned to next day i:e 24th August,
2023.

7. BOARD COMMITTEES AND MEETINGS

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

Audit Committee

Mr. Pranay Kumar Tayal
Mr. Shubham Arora
Mr. Vishal Abrol

Chairperson

Member

Nomination and Remuneration
Committee

Mr. Shubham Arora
Mr. Pranay Kumar Tayal
Mr. Vishal Abrol
Mrs. Bina 1 Jenish Shah

Chairperson

Member

Stakeholders Relationship
Committee

Mr. Shubham Arora
Mr. Pranay Kumar Tayal
Mr. Vishal Abrol

Chairperson

Member

During the year ended 31st March, 2024, 7(Seven) meetings of the
Committee were held on 30^th May, 2023, 2^nd June, 2023, 14^thAugust, 2023, 23^rd August, 2023, 8^th November, 2023, 14^thFebruary, 2024 and 23^rd February, 2024 respectively.

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

During the year ended 31^st March, 2024, 4 (Four) meetings of the
Nomination and Remuneration Committee were held which are as
follows: 14^th August, 2023, 23^rd August, 2023, 14^th October, 2023,
23^rd February, 2024 respectively.

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

During the year ended 31^st March, 2024, 3 (Three) meetings of
Stakeholder''s Relationship Committee were held which are as
follows: 18^th September, 2023, 8^th November, 2023 and 23^rdFebruary, 2024 respectively.

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	30^th May, 2023	BM	4	4	100
2	2^nd Jun e, 2023	BM	4	4	100
3	14^th A ugust, 2023	BM	5	5	100
4	23^rd Au gust, 2023	BM	5	5	100
5	24^th Au gust, 2023	BM	5	5	100
6	14^th October, 2023	BM	5	5	100
7	8^th November, 2023	BM	5	5	100
8	14^th February, 2024	BM	4	4	100
9	23^rd February, 2024	BM	4	4	100

It is pertinent to note that the meeting of Board of Directors was scheduled to
be held on 23rd August, 2023 however due to some urgency the meeting
was adjourned to next day i:e 24th August, 2023.

DETAILS OF COMMITTEE MEETINGS HELD DURING THE FY 2023-24

S. No.	Date of Meeting	Type of Meeting	Total Number of Members entitled to attend Committee meeting	Number of directors Attended	% of attendance
1	30^th May, 2023	AC	3	3	100
2	2^nd June, 2023	AC	3	3	100
3	14^th August, 2023	AC	3	3	100
4	23^rd August, 2023	AC	3	3	100
5	8^th November, 2023	AC	3	3	100
6	14^th February, 2024	AC	3	3	100
7	23^rd February, 2024	AC	3	3	100
8	14^th August, 2023	NRC	3	3	100
9	23^rd Augu st, 2023	NRC	3	3	100
10	14^th October, 2023	NRC	3	3	100
11	23^rd Fe bruary, 2024	NRC	3	3	100
12	18^th September, 2023	SRC	3	3	100
13	8^th November, 2023	SRC	3	3	100
14	23^rd Fe bruary, 2024	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 confirm 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 affairs 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

As at 31^st March, 2024 the Company has SILVERLINK FINTECH
PRIVATE LIMITED as its subsidiary company w.e.f 23^rd February,
2024. Further, there was no associate or joint venture company(s)
during the reporting period. Hence, ''Form AOC-1'' is applicable.
The salient feature of the financials of the subsidiary company are
attached herewith and marked as Annexure-II.

10. LISTING INFORMATION

The Equity Shares of the Company are presently listed only at BSE
Limited and listing fee for the financial year 2024-25 has been duly
paid.

11. DEMATERIALIZATION OF SHARES

The securities of the Company are admitted with NSDL and CDSL,
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
under review. The pending complaints of the Shareholders /
Investors registered with SEBI at the end of the current financial
year ended on 31^st March, 2024 are NIL.

There were no pending requests for share transfer /
dematerialization of shares as of 31^st March, 2024.

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 2023-24, the Net Worth, Turnover and the
Net Profit 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 filed pursuant to 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

â¢ The Ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial
year 2023-24:

S. No.	Name	Designation	Ratio
1	Mr. Vishal Abrol	Managing Director	2.4
2	Mrs. Binal J enish Shah	Whole-Time Director¹	0.40
3	Mr. Rohit Gupta	Director	NIL
4	Mr. Harish Ku mar Sahdev	Director	NIL
5	Mr. Manoj Kumar Pahwa	Director	NIL
6	Mr. Shub ham Arora	Director	NIL
7	Ms. Ish ita Agarwal	Company Secretary	1
8	Mr. Pitam bar Mohan	Chief Financial Officer	NIL
9	M s. Tejasvi	Chief Financial Officer	NIL

* The designation of Mrs. Binal Jenish Shah was changed from
Executive Director to Non-Executive Director of the Company
w.e.f. 10^th August, 2024, subject to the approval of the
shareholder of the Company in the ensuing General meeting
of the Company.

S. No.	Name	Designation	% Increase
1	Mr. Vishal Abrol	Managing Director	N
2	Mrs. Binal Jenish Shah	Whole-Time Director*	N
3	Mr. Rohit Gupta	Director	N
4	Mr. Harish Kumar Sahdev	Director	N
5	Mr. Manoj K umar Pahwa	Director	N
6	Mr. Shu bham Arora	Director	N
7	Ms. Ishita Agarwal	Company Secretary	N
8	Mr. Pitambar Mohan	Chief Financial Officer	N
9	Ms. Tejasvi	Chief Financial Officer	N

â¢ The designation of Mrs. Binal Jenish Shah was changed from
Executive Director to Non-Executive Director of the Company
w.e.f. 10^th August, 2024, subject to the approval of the
shareholder of the Company in the ensuing General meeting
of the Company.

â¢ Number of permanent employees on rolls of the Company as on
31^st March, 2024: 18 (Eighteen )

â¢ 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 justification thereof:

The Company affirms that the remuneration is as per the
Remuneration Policy of the Company.

16. MAINTENANCE OF COST RECORDS AS SPECIFIED UNDER
SECTION 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, financials 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/ officers responsible for the day-to-day conduct of the
affairs of the Company which lead to identification 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.

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 INR 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 under review
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 findings, provides guidance on internal controls and
ensures that the internal audit recommendations are implemented.

21. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

22. RELATED PARTY TRANSACTIONS

During the year ended 31^st March, 2024, the Company has not
entered into any Related Party Transactions. Hence, the Form
AOC-2 is Not Required to be attached with the report.

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 pending
towards Micro, Small and Medium Enterprises as on 31^st March,
2024.

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., Chartered
Accountants, appointed as Statutory Auditors of the Company from
the conclusion of the 35th Annual General Meeting held on 9^th July,
2022 till the conclusion of the AGM of the Company to 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 qualification, reservation or adverse
remark.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

Steps taken on conservation of energy and impact thereof:

Efforts to conserve electricity by operating only necessary lights,
fittings and fixtures were made during the financial year 2023-24.

Steps taken by the company for utilizing alternate sources of
energy: NIL

Capital investment on energy conservation equipment: NIL

28. TECHNOLOGY ABSORPTION:

(I) Efforts, 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 years reckoned
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 outflow during the
financial year.

30. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013, the Company
has appointed Ms. Anuradha Malik (M.No: A60626; CoP: 27205),
Practicing Company Secretary as the Secretarial Auditor of the
Company for the Financial Year 2023-2024. The Secretarial Audit
Report given by Ms. Anuradha Malik, Practicing Company
Secretary 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 qualification,
reservation or adverse remark.

31. COMPLIANCE WITH SECRETARIAL STANDARD

The Board of directors states that the company has complied with
the provisions of the applicable Secretarial standards issued by the
Institute of Company Secretaries of India, as amended from time to
time.

32. EXTRACTS OF ANNUAL RETURN

The Annual Return of the Company for the financial year ended 31^stMarch, 2023 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

34. PREVENTION OF INSIDER TRADING

All Board of Directors and the designated employees have
confirmed 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 âZero Toleranceâ 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 âcode of business conductâ 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 & 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 and
same is published in this report as ANNEXURE-VII

37. INDUSTRIAL RELATIONS:

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

38. FRAUD REPORTED UNDER SECTION 143 OF THE
COMPANIES ACT, 2013

No frauds were reported under Section 143 of the Companies Act,
2013 during the financial year 2023-24.

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) to employees of
the Company under any scheme.

c. 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 PROCESS
INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (IBC):

No CIRP process is initiated against the company under the
Insolvency and Bankruptcy Code, 2016 (IBC):.

41. ACKNOWLEDGEMENT

For and on behalf of Board of Directors
For Vani Commercials Limited

Date: 30^th August, 2024 Sd/- Sd/-

Place: New Delhi Vishal Abrol Binal Jenish Shah

Vani Commercials Limited Managing Director Director

Regd. Off.: Khasra No. 19/4, Kamruddin Nagar, DIN:06938389 DIN: 09371388

Near Butterfly Sr. Sec School,

Najafgarh Road, Nangloi, Delhi-110041
CIN: L74899DL1988PLC106425
Email ID: info@vanicommercials.com

Percentage increase in remuneration of each Director, Chief
Financial Officer, Chief Executive Director & Company Secretary or
Manager in the financial year 2023-24:

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 28th Director''s Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended, 31st March, 2015.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY''S AFFAIRS

(a) (Amount in Rs.)

Particulars Current year Previous Year

Income From Operations 2275700.00 1848990.00

Total Income 2275700.00 1848990.00

Depreciation 13325.00 -

Tax

Current Tax 82055.00 169578.00

Deferred Tax 1486.00 -

Profit/(Loss) after Tax 242727.00 345303.00

Earnings per share ft)

Basic 0.06 0.17

Diluted 0.06 0.17

(b) During the year, your Company recorded Total Income of Rs. 22,75,700.00/ -(previous year Rs.18,48,990.00/-), representing an increase of 23.00% over the previous year. The Company recorded a Net Profit of Rs. 2,42,727.00/- during the financial year ended 31st March, 2015 as compared to a Net Profit of Rs.3,45,302.40/- in the previous year.

(c) During the year, the Company raised further capital by issuing 21,00,000 Equity shares of Rs.10/- each for cash at par, aggregating Rs. 2,10,00,000.00/- on the Preferential Allotment Basis. After the above issue, the total paid up share capital of the Company stands at Rs. 4,11,98,000. The proceeds were utilized towards Business Expansion and Growth.

(d) Transfer to Reserves in Terms of Section 134 (3) (j) of the Companies Act, 2013

No amount is being carried to the General Reserves.

(e) Transfer to Statutory Reserves

For the financial year ended 31st March, 2015, the Company is proposed to carry an amount of Rs. 16,411.00/- to Statutory Reserve Account as required under the provisions of Section 45IA of RBI Act.

(f) Dividend

Your Directors do not recommend any dividend for the year ended 31st March, 2015.

(g) Highlights of the Year

During the year the equity capital of the Company got listed at the Bombay Stock Exchange, having scrip no. 538918 and the trading in the shares commenced from 28/01/2015.

(h) Material Changes and Commitments

There are no material changes from the end of Financial Year till the date of this report.

2. PUBLIC DEPOSITS

During the year under report, 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. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Changes in Directors and Key Managerial Personnel during the year

During the year under review Mr. Kuldeep Singh (DIN: 02258500), the Whole time Director of the Company, resigned from the Directorship of the Company with effect from 17th July, 2015. Your Directors would like to place on record their appreciation of the services rendered by him during his tenure.

On recommendation of the Nomination and Remuneration Committee, the Board appointed Mr. Divesh Kumar Bajaj, (DIN: 01118288) as the Managing Director of the Company, for a period of three years from 17th July 2015. Further the Board of Directors on 7th August 2015 appointed him as CFO of the Company.

Mr. Vidya Sagar Bhatia (DIN: 00444141) was re-designated as Independent Non Executive Chairman of the Company w.e.f. 17th July 2015, he shall act as the Chairman till the currency of his tenure as the Independent Director.

Mr. Gaurav Mutreja (DIN: 00708580) was appointed as the Independent Director on 7th August 2015, in terms of the provisions of section 149, further the Board recommends his appointment in the ensuing AGM.

Mr. Praveen Kumar (ACS 32898) resigned from the post of Company Secretary of the Company w.e.f. 17th July 2015.

(b) Retirement by rotation

In accordance with the provisions of Section 152(6) of the Act and the Articles of Association of the Company, Mr. Mukesh Kumar Sukhija (DIN: 01038078) will retire by rotation at the ensuing Annual General Meeting (''AGM'') of the Company and, being eligible, offers himself for re-appointment. Your Board has recommended his re- appointment.

(c) Declaration of Independence by the Independent Directors

The Independent Directors of your Company have confirmed that they meet with the criteria of Independence as prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Framework for Familiarization Programme for the Independent Directors is made available on the website of the Company at weblink http://www.vanicommercials.com/wp-content/uploads/2015/ 05/2-PAGES.pdf

(d) 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 Qualification of Directors) Rules, 2014, in respect of Independent Directors. The Committee has also adopted the same attributes and qualifications, to the extent applicable, in respect of Non-Independent Directors.

All the Non-Executive Directors of the Company, fulfil the fit 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.

(e) 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.

(f) Board Evaluation

The Board carried out annual performance evaluation of its own performance and that of the individual Directors as also functioning of the Board Committees, as required in terms of Section 134 (3) (p) of the Act. The performance evaluation of the Board and individual Directors was based on criteria approved by the Nomination and Remuneration Committee. The Directors expressed their satisfaction with the overall evaluation process.

4. NUMBER OF BOARD MEETINGS

During the year ended 31st March, 2015, 11 (Eleven) meetings of the Board were held. The Details of which are given below:

S. Date of Total No. No. of Directors No Board Meeting of Directors attending the Board Meeting

1. 29th April 2014 4 4

2. 7th May 2014 4 4

3. 30th May 2014 4 4

4. 27th June 2014 4 4

5. 14th August 2014 6 6

6. 11th October 2014 6 5

7. 28th November 2014 5 5

8. 26th December 2014 5 5

9. 19th January 2014 5 5

10. 30th January 2015 5 5

11. 21st March 2015 5 5

5. BOARD COMMITTEES

Presently, the Company has three Board Committees with the following members:

Audit Committee Mr. Vidya Sagar Bhatia, Chairman Mr. Divesh Kumar Bajaj, Member Mr. Gaurav Mutreja, Member

Nomination and Mr. Vidya Sagar Bhatia, Chairman Remuneration Committee Ms. Pooja Bhatia, Member Mr. Gaurav Mutreja, Member

Shareholders/ Investor''s Mr. Vidya Sagar Bhatia, Chairman Grievance Committee Mr. Mukesh Kumar Sukhija, Member Mr. Gaurav Mutreja, Member

6. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Act, your Directors confirm having: -

i) followed in the preparation of the Annual Accounts, the applicable Accounting Standards with proper explanation relating to material departures, if any;

ii) 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 of the Company for that period;

iii) 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) prepared the Annual Accounts on a going concern basis; and

x) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

vi) having laid down the internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

7. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiary, associate or joint venture.

8. LISTING INFORMATION

The Equity Shares of the Company are listed at Bombay Stock Exchange. The equity shares of the Company were also listed at Gauhati Stock Exchange and the Uttar Pradesh Stock Exchange, however both the Stock Exchanges have been Derecognized by SEBI hence non operational.

The payment of Listing fees for year 2015-16 has been made to Bombay Stock Exchange.

9. DEMATERIALIZATION OF SHARES

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

10. REPORT ON CORPORATE GOVERNANCE

In terms of SEBI Circular No. CIR/CFD/POLICY/CELL/7/2014 dated 15th September 2014 the provision of Clause 49 of the Listing agreement are applicable to all listed entities having a paid up share capital of Rs. 10 crores and above or net worth of Rs. 25 crores or more.

Since the paid up capital of the Company is below Rs. 10 crores and also the net worth of the Company is below Rs. 25 Crores, the provisions of clause 49 of the Listing Agreement are not applicable to the Company. Thus, the Company is not required to attach the Corporate Governance report with the Report of the Board of Directors.

11. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company provides a gender friendly workplace, during the year under review, there were no cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

None of the employees of your Company is covered under the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

12. 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, financials 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/ officers responsible for the day-to-day conduct of the affairs of the Company. Risk focused audits are carried out periodically by the Internal Auditors, which lead to identification 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.

13. INTERNAL FINANCIAL CONTROLS & 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 findings, provides guidance on internal controls and ensures that the internal audit recommendations are implemented.

14. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company is a Non Banking Financial 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.

15. RELATED PARTY TRANSACTIONS

During the year ended 31st March, 2015, all the contracts / arrangements/ transactions entered by the Company during the financial year with related parties were in ordinary course of business / on an arm''s length basis.

The details in Form AOC-2 of material transactions entered into by the Company with its related party are provided in Annexure: II to this Report.

The Policy on materiality of related party transactions and dealing with related dealing with related party transactions as approved by the Board is available on the website of the Company at weblink http:// www.vanicommercials.com/wp-content/uploads/2015/08/Policy-on- materiality-of-Related -Party -Transactions -and-on-dealing-with-Related- Party-Transactions.pdf

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

During the year under review, no significant or material orders were passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

17. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 are provided under Annexure: III to this Report.

18. AUDITORS AND AUDIT REPORT

The Company''s Auditors, M/s Satyendra Mrinal & Associates, Chartered Accountants, were appointed at the 27th AGM to hold such office till the conclusion of the 30th AGM. Your Board, in terms of Section 139 of the Act, on the recommendation of the Audit Committee, has recommended for the ratification of the Members the appointment of M/s Satyendra Mrinal & Associates, Chartered Accountants as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of the Company to be held in the year 2016. The Board, in terms of Section 142 of the Act, on the recommendation of the Audit Committee, has also recommended for the approval of the Members for the appointment of M/s Satyendra Mrinal & Associates for the financial year 2015-16.

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 qualification, reservation or adverse remark.

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

CONSERVATION OF ENERGY:

Steps taken on conservation of energy and impact thereof: Efforts to conserve electricity by operating only necessary lights, fittings and fixtures were made during the financial year 2014-15.

Steps taken by the company for utilizing alternate sources of energy: NIL

Capital investment on energy conservation equipment: NIL.

TECHNOLOGY ABSORPTION:

(I) Efforts, 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) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

a) Details of technology imported - NIL

b) Year of import -NIL

c) Whether the technology been fully absorbed - NIL

d) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore - NIL

III) Expenditure incurred on research and development - NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings or outflow during the year.

20. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013, the Company has appointed Ms. Anju Yadav, Practicing Company Secretary as the Secretarial Auditor of the Company for the financial year 2014-15. The Secretarial Audit Report given by Ms. Anju Yadav, Practicing Company Secretary is provided under Annexure: IV 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 qualification, reservation or adverse remark.

21. ESTABLISHMENT OF VIGIL MACHENISM

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 weblink http://www.vanicommercials.com/wp-content/uploads/2015/08/Vigil- Mechanism-and-Whistle-Blower-Policy.pdf

22. 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, staff and workers.

For & on behalf of Board of Directors Vani Commercials Limited

Sd/- Vidya Sagar Bhatia Chairman DIN:00444141 Date: 07/08/2015 Regd Off.: ''AASTHA'', LP-11C, Place: New Delhi Pitampura, New Delhi - 110034

Mar 31, 2014

Dear Members

The Directors present the Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2014.

Financial Highlights (Amount in) Particulars Financial Year ended 31.03.2014 31.03.2013

Total Income 18,48,990.00 17,07,505.00

Total Expenditure 13,00,194.00 11,87,928.00

Profit/ (Loss) before tax 5,48,796.00 5,19,577.00

Tax Expenses - -

Less: Current Tax 1,69,578.00 1,60,549.00

Less: Deferred Tax - -

Less: Transfer to Statutory Reserves 33,915.60 -

Profit/ (Loss) after tax 3,45,302.40 3,59,028.00

Paid-up Share Capital 2,01,98,000.00 2,01,98,000.00

Year in Retrospect

During the year under review total income of the Company was rS. 18,48,990.00/- as against rS. 17,07,505.00/- in the previous year. The Company was able to earn a profit for the year of rS. 3,45,302.40/- (after tax) as against a profit of rS. 3,59,028.00/- (after tax) in the previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

Material Changes etc

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company i.e., 31st March, 2014 and the date of this Report.

Dividend

As the Company is looking to plough back its profit, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of Section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employee was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

During the period Mr. Harish Khanna, Mr. Rajesh Khanna and Mr. Deepak Khanna, Directors of the Company resigned from the Directorship of the Company in the Board Meeting held on 28th March, 2014 and Mr. Mukesh Kumar Sukhija and Ms. Pooja Bhatia were appointed as Directors of the Company in the extra ordinary general meeting of the members held on 28th March, 2014.

In accordance with the requirements of the Act and the Articles of Association of the Company, Ms. Pooja Bhatia, retires by rotation and being eligible offer herself for re-appointment.

Your Directors recommend the re-appointment of Ms. Pooja Bhatia as Director.

Auditors

M/s Satyendra Mrinal & Associates, Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s Satyendra Mrinal & Associates, as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 30th AGM of the Company to be held in the year 2017, subject to ratification of their appointment at every AGM to be held after this AGM.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self- explanatory and do not require any further clarification.

Secretarial Compliance Certificate

In terms of the provisions of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained the necessary Compliance Certificate from M/s Praveen Kumar & Associates, Company Secretaries, New Delhi. The Compliance Certificate is annexed herewith and forms part of this Report.

Comments made in the Compliance Certificate are self-explanatory and do not require any further clarification.

Listing Information

The Equity Shares of the Company are listed on Gauhati Stock Exchange. The Company has filed an application with Uttar Pradesh Stock Exchange for listing of its securities. The Listing fees to Gauhati Stock Exchange has been paid.

Subsidiary Companies

The Company has no subsidiaries as on 31st March 2014.

Dematerialization of Shares

The Company has made application to both the depositories for admission of equity shares in demat form. The securities of the Company are admitted with NSDL and CDSL, the ISIN allotted to the Company is INE661Q01017.

Report on Corporate Governance

In terms of SEBI Circular No. SEBI/MRD/SE/31/2003/26/08 dated August 26, 2003 the provision of Clause 49 of the Listing agreement are applicable to all listed entities having a paid up share capital of Rs 3 crores and above or net worth of Rs 25 crores or more at any time in the history of the company.

Since the paid up capital of the Company is below Rs. 3 crores and also the net worth of the Company is below Rs. 25 Crores, the provisions of clause 49 of the Listing Agreement are not applicable to the Company. Thus, the Company is not required to attach the Corporate Governance report with the Report of the Board of Directors.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon and to the best of their knowledge and belief, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards had been followed;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

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

d. the Directors had prepared the Annual Accounts on a going concern basis.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Vani Commercials Limited

Sd/- Sd/- Mukesh Kumar Sukhija Pooja Bhatia Director Director DIN: 01038078 DIN: 00188770 Date: 30-05-2014 Regd. Off.: ''AASTHA'', LP Â 11C, Regd. Off.: AASTHA'', LP Place: New Delhi Pitampura, New Delhi-110034 -11c Pitampura, New DelhiÂ110034

Mar 31, 2013

Dear Members

The Directors present the Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2013.

Financial Highlights (Amount in Rs.) Particulars Financial Year ended 31.03.2013 31.03.2012

Total Income 17,07,505.00 16,04,500.00

Total Expenditure 11,87,928.00 11,84,157.00

Profit/ (Loss) before tax 5,19,577.00 4,20,343.00

Provision for tax 1,60,549.00 1,29,886.00

Profit/ (Loss) after tax 3,59,028.00 2,90,457.00

Paid-up Share Capital 2,01,98,000.00 2,01,98,000.00

Year in Retrospect

During the year under review total income of the Company was Rs. 17,07,505.00/- as against Rs. 16,04,500.00/- in the previous year. The Company was able to earn a profit for the year of Rs. 3,59,028.00/ - as against a profit of Rs. 2,90,457.00/- in the previous year. Your

Directors are putting in their best efforts to improve the performance of the Company.

Material Changes etc

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company i.e., 31st March, 2013 and the date of this Report.

Dividend

As the Company is looking to plough back its profit, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption:

Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

In accordance with the provisions of the Companies Act, 1956, Mr. Rajesh Khanna, retires by rotation and being eligible offer himself for re-appointment. Your directors recommend the re-appointment of Mr. Rajesh Khanna as the Director of the Company.

During the financial year Mr. Kuldeep Singh was appointed as Director of the Company in the Extra Ordinary General Meeting.

Auditors

M/s Satyendra Mrinal & Associates, Chartered Accountants, Statutory Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed appointment has been obtained from them. Your Directors recommend their appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

Secretarial Compliance Certificate

In terms of the provisions of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained the necessary Compliance Certificate from M/s Gupta Manish & Associates, Company Secretaries, New Delhi. The Compliance Certificate is annexed herewith and forms part of this Report.

Comments made in the Compliance Certificate are self-explanatory and do not require any further clarification.

Listing Information

The Shares of the Company are listed at Gauhati Stock Exchange (GSE). There has been no trading at GSE for last few years. The Listing fees for the financial year 2012- 2013 is yet to be paid.

Dematerialization of Shares

The Shares of the Company are not held in Dematerialized form.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon and to the best of their knowledge and belief, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards had been followed;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

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

d. the Directors had prepared the Annual Accounts on a going concern basis.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Vani Commercials Limited

Sd/- Sd/- Date: 02-09-2013 Satnam Singh Randhawa Kuldeep Singh Place: New Delhi Director Director DIN: 01173223 DIN: 02258500

Mar 31, 2012

Dear Members

The Directors present the Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2012.

Financial Highlights (Amount in Rs.)

Particulars Financial Year ended 31.03.2012 31.03.2011

Total Income 16,04,500.00 15,10,000.00

Total Expenditure 11,84,157.00 11,05,989.00

Profit/ (Loss) before tax 4,20,343.00 4,04,011.00

Provision for tax 1,29,886.00 1,24,839.00

Profit/ (Loss) after tax 2,90,457.00 2,23,337.60

Paid-up Share Capital 2,01,98,000.00 2,01,98,000.00

Year in Retrospect

During the year under review total income of the Company was Rs. 16,04,500.00/- as against Rs. 15,10,000.00/- in the previous year.

The Company was able to earn a profit for the year of Rs. 2,90,457.00/ - as against a profit of Rs. 2,79,172.00/- in the previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

Material Changes etc

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company i.e., 31st March, 2012 and the date of this Report.

Dividend

As the Company is looking to plough back its profit, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption:

Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

In accordance with the provisions of the Companies Act, 1956, Mr. Harish Khanna, retires by rotation and being eligible offer himself for re-appointment.

Your directors recommend his re-appointment.

After the last Annual General Meeting, Mr. Kuldeep Singh was appointed as Director of the Company in the Extra Ordinary General Meeting.

Auditors

M/s Satyendra Mrinal & Associates, Chartered Accountants, Statutory Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed appointment has been obtained from them.

Your Directors recommend their appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

Secretarial Compliance Certificate

In terms of the provisions of Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained the necessary Compliance Certificate from M/s Gupta Manish & Associates, Company Secretaries, New Delhi.

Comments made in the Compliance Certificate are self-explanatory and do not require any further clarification.

Listing Information

The Shares of the Company are listed at Gauhati Stock Exchange (GSE). There has been no trading at GSE for last few years. The Listing fees for the financial year 2011- 2012 is yet to be paid.

Dematerialization of Shares

The Shares of the Company are not held in Dematerialized form.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon and to the best of their knowledge and belief, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards had been followed;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

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

d. the Directors had prepared the Annual Accounts on a going concern basis.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The

Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Vani Commercials Limited

Sd/- Sd/- Date: 03-09-201 2 Satnam Singh Randhawa Kuldeep Singh Place: New Delhi Director Director DIN: 01173223 DIN: 02258500

Mar 31, 2011

Dear Members

The Directors present the Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2011.

Financial Highlights (Amount in Rs.) Financial Year ended Particulars 31.03.2011 31.03.2010

Total Income 15,10,000.00 17,375.00

Total Expenditure 11,05,989.00 19,388.00

Profit/ (Loss) before tax 4,04,011.00 (2,013.00)

Provision for tax 1,24,839.00 --

Profit/ (Loss) after tax 2,79,172.00 (2,013.00)

Paid-up Share Capital 2,01,98,000.00 96,98,000.00

Year in Retrospect

During the year under review total income of the Company was Rs. 15,10,000.00/- as against Rs. 17,375.00/- in the previous year. The Company was able to earn a profit for the year of Rs. 2,79,172.00/- as against a loss of Rs. 2,013.00/- in the previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

Material Changes etc

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company i.e., 31st March, 2011 and the date of this Report.

Dividend

As the Company is looking to plough back its profit, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption:

Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

In accordance with the provisions of the Companies Act, 1956 Mr. Satnam Singh Randhawa, retire by rotation and being eligible offer himself for re-appointment.

Your directors recommend his re-appointment.

Auditors

M/s Satyendra Mrinal & Associates, Chartered Accountants, Statutory Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed appointment has been obtained from them.

Your Directors recommend their appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

Secretarial Compliance Certificate

In terms of the provisions of section 383A of the Companies Act,

1956 read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained the necessary Compliance Certificate from M/s Gupta Manish & Associates, Company Secretaries, New Delhi.

Comments made in the Compliance Certificate are self-explanatory and do not require any further clarification.

Listing Information

The Shares of the Company are listed at Gauhati Stock Exchange (GSE). There has been no trading at GSE for last few years. The Listing fees for the financial year 2010- 2011 is yet to be paid.

Dematerialization of Shares

The Shares of the Company are not held in Dematerialized form.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon and to the best of their knowledge and belief, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards had been followed;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for the year ended on that date;

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

d. the Directors had prepared the Annual Accounts on a going concern basis.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Vani Commercials Limited

Sd/- Sd/- Date: 02-09-2011 Satnam Singh Randhawa Harish Khanna Place: New Delhi Director Director DIN: 01173223 DIN: 02154376

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Directors Report of Vani Commercials Ltd.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY''SAFFAIRS

(a) Financial Highlights

(b) Capital Structure

(c) Transfer to Reserves in Terms of Section 134 (3) (J) ofthe Companies Act, 2013

(d) Transfer to Statutory Reserves

(e) Dividend

(f) Loans

(g) Material Changes and Commitments, if any, affecting

2. PUBLIC DEPOSITS

3. CHANGE IN THE NATURE OF THE BUSINESS

4. FUTURE OUTLOOK

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) CHANGES IN BOARD OF DIRECTORS AND KEYMANAGERIAL PERSONNEL

CHANGES IN BOARD OF DIRECTORS

CHANGES IN KEY MANAGERIAL PERSONNEL

(B) RETIREMENT BY ROTATION

(C) MEETING OF INDEPENDENT DIRECTORS

(E) FAMILIARIZATION PROGRAMME FOR INDEPENDENTDIRECTORS

(F) KEY MANAGERIAL PERSONNEL OF THE COMPANY

(G) ATTRIBUTES, QUALIFICATIONS AND APPOINTMENTOF DIRECTORS

(H) REMUNERATION POLICY

(I) BOARD EVALUATION

6. NUMBER OF BOARD MEETINGS

7. BOARD COMMITTEES AND MEETINGS

CHANGES IN AUDIT COMMITTEE DURING THE FINANCIALYEAR:

THE DETAILS OF THE AUDIT COMMITTEE MEETING HELDDURING THE YEAR ARE AS FOLLOWS:

CHANGES IN NOMINATION AND REMUNERATIONCOMMITTEE DURING THE FINANCIAL YEAR:

CHANGES IN STAKEHOLDERS RELATIONSHIP COMMITTEEDURING THE FINANCIAL YEAR:

DETAILS OF BOARD MEETINGS HELD DURING THE FY 2024Â¬25

8. DIRECTORS'' RESPONSIBILITY STATEMENT

9. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

10. LISTING INFORMATION

11. DEMATERIALIZATION OF SHARES

12. DETAILS OF INVESTOR''S GRIEVANCES/ COMPLAINTS

13. REPORT ON CORPORATE GOVERNANCE

14. CORPORATE SOCIAL RESPONSIBILITY

15. PARTICULARS OF EMPLOYEES AND RELATED

DISCLOSURES

17. RISK MANAGEMENT

18 TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOREDUCATION AND PROTECTION FUND

19. CLASSES OF SHARES

20. INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT

21. PARTICULARS OF LOANS, GUARANTEES ANDINVESTMENTS

22. RELATED PARTY TRANSACTIONS

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS/ COURTS / TRIBUNALS

24. SUMS DUE TO MICRO, SMALL & MEDIUM ENTERPRISES

25. STATUTORY AUDITORS AND AUDIT REPORT

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

27. CONSERVATION OF ENERGY

Steps taken on conservation of energy and impact thereof:

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

Capital investment on energy conservation equipment: NIL

28. TECHNOLOGY ABSORPTION:

29. FOREIGN EXCHANGE EARNINGS AND OUTGO

30. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

31. COMPLIANCE WITH SECRETARIAL STANDARDS

32. EXTRACTS OF ANNUAL RETURN

33. ESTABLISHMENT OF VIGIL MECHANISM

34. PREVENTION OF INSIDER TRADING

35. CODE OF CONDUCT

36. MANAGING DIRECTOR AND CFO CERTIFICATION:

37. INDUSTRIAL RELATIONS:

38. FRAUD REPORTED UNDER SECTION 143 OF THE

COMPANIES ACT, 2013

39. GENERAL DISCLOSURES:

42. COMPLIANCE UNDER RBI MASTER DIRECTIONS

44. MATERNITY BENEFIT AFFIRMATIONS UNDER THEMATERNITY BENEFIT ACT, 1961

45. GENDER WISE COMPOSITION OF EMPLOYEES

Female Employees: 1 (One)

Transgender Employees: None

46. ACKNOWLEDGEMENT

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY''SAFFAIRS

(a) Financial ^ghliahte (Amount in Lakhs)

(i) Highlights of the Company''s Performance (Standalone) forthe year ended 31st March, 2024 are as under:

(ii) Highlights of the Company''s Performance (Consolidated) forthe year ended 31st March, 2024 are as under:

(b) Capital Structure

(c) Transfer to Reserves in Terms of Section 134 (3) (J) of theCompanies Act, 2013

(d) Transfer to Statutory Reserves

(e) Dividend

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY''S
AFFAIRS

(c) Transfer to Reserves in Terms of Section 134 (3) (J) of
the Companies Act, 2013

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

(E) FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

(G) ATTRIBUTES, QUALIFICATIONS AND APPOINTMENT
OF DIRECTORS

CHANGES IN AUDIT COMMITTEE DURING THE FINANCIAL
YEAR:

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

CHANGES IN NOMINATION AND REMUNERATION
COMMITTEE DURING THE FINANCIAL YEAR:

CHANGES IN STAKEHOLDERS RELATIONSHIP COMMITTEE
DURING THE FINANCIAL YEAR:

DETAILS OF BOARD MEETINGS HELD DURING THE FY 2024Â¬
25

18 TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND

21. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

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

Steps taken by the Company for utilizing alternate sources of
energy: NIL

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

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY''S
AFFAIRS

^(a) Financial ^ghliahte (Amount in Lakhs)

(i) Highlights of the Company''s Performance (Standalone) for
the year ended 31^st March, 2024 are as under:

(ii) Highlights of the Company''s Performance (Consolidated) for
the year ended 31st March, 2024 are as under:

(c) Transfer to Reserves in Terms of Section 134 (3) (J) of the
Companies Act, 2013

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

(E) FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

(G) ATTRIBUTES, QUALIFICATIONS AND APPOINTMENT
OF DIRECTORS

The Company affirms that the remuneration is as per the
Remuneration Policy of the Company.

16. MAINTENANCE OF COST RECORDS AS SPECIFIED UNDER
SECTION 148 OF THE COMPANIES ACT, 2013

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

21. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

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

Steps taken by the company for utilizing alternate sources of
energy: NIL

38. FRAUD REPORTED UNDER SECTION 143 OF THE
COMPANIES ACT, 2013