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)

(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

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 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^rd
September, 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:

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 (“SEBI Listing Regulations”). Further, it
is pertinent to note that the name of the Independent
Directors has been included in the Databank of
Independent Directors as prescribed under Rule 6(3) of
the Companies (Appointment and Qualification of
Directors) Rules, 2014.

The Independent Directors have complied with the Code
for Independent Directors prescribed in Schedule IV to the
Act.

(E) FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

A policy on familiarization program for independent
directors has also been adopted by the Company. All new
Independent Directors inducted to the Board are
presented with an overview of the Company's business
operations, products, organization structures and about
the Board Constitutions and its procedures.

Framework for Familiarization Programme for the
Independent Directors and the details of Familiarization

Programme imparted to Independent Directors are made
available on the website of the Company at :

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

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 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

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, 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

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^th
August, 2023, 23^rd August, 2023, 8^th November, 2023, 14^th
February, 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^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.

DETAILS OF COMMITTEE MEETINGS HELD DURING THE FY 2023-24

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.

The Company has complied with provisions relating to the
constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

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

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

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

* 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.

• 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.

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

• 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

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, 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.

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 2023.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,
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

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, 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^st
March, 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

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 “Zero Tolerance” against bribery, corruption
and unethical dealings/ behaviours of any form and the Board has
laid down the directives to counter such acts. The code laid down
by the Board is known as “code of business conduct” which forms
an Appendix to the Code. A declaration signed by the Company's
Managing Director for the Compliance of these requirements is
furnished in ANNEXURE- VI forming part of the Annual Report.

36. MANAGING DIRECTOR & 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

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

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

1

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