డైరెక్టర్ల నివేదిక Vedant Asset Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Annual Report of the company together with the
Audited Statements of Accounts for the Financial Year ended 31^st March, 2025.

1. FINANCIAL PERFORMANCE:

The company’s financial performance for the year ended March 31, 2025 is summarized below.
The Board’s Report is prepared based on the standalone financial statements of the company. The
table below summaries the financial position of the company under the broad headings for the
last two years.

Financial Summary of the Company

		Standalone Financials
Sl.	Particulars	2024-25	2023-24
No.		(? in Lakhs)	(? in Lakhs)
1.	Revenue from Operation	338.74	253.84
2.	Other Income	44.82	55.90
	Total Income	383.56	309.74
4.	Finance Expenses	0.00	0.00
5.	Other Expenses	190.99	153.64
6.	Depreciation Expenses	26.93	07.08
	Total Expenses	346.53	277.98
7.	Profit before Tax	37.03	31.76
8.	Current Tax	13.55	7.02
9.	Deferred Tax	1.31	1.24
10.	Profit after Tax	22.17	23.50

2. BUSINESS OPERATIONS:

The Company has reported total revenue (including other income) of ? 383.56 Lakhs for the
current year as compared to ? 309.74 Lakhs in the previous year. The Net Profit after tax
for the year amounted to ? 22.17 Lakhs in the current year as compared to Profit of ? 23.50
Lakhs in the previous year. The total revenue is increased by ? 73.82 Lakhs as compared
with the previous year.

3. DIVIDEND AND RESERVES:

The Board of Directors’ do not recommend any dividend for the year under review
and the profit of the company amounting to Rs. 22.17 Lakhs is transferred to the
reserves.

4. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business of company during the year under
review.

5. MAJOR EVENTS DURING THE F.Y.2024-25:

During the financial year 2024-2025, the company divested its entire shareholding in Kartik
Credit Private Limited, amounting to 10,000 shares representing 100% of the issue and
paid up capital of the subsidiary as of 30^th June 2024.Consequently, Kartik Credit Private
Limited ceased to be subsidiary of the company. The divestment was approved by the Board
Of Directors on 02^nd August, 2024 and complied with all provisions of companies Act 2013,
and other regulatory requirements. The cessation of Kartik Credit Private Limited as a
subsidiary is not expected to have a material impact on the company’s overall financial
position or operations.

Further the transfer of Assets under Management (AUM) from ARN-16320 ( Lallit Tripathi,
Managing Director of Vedant Asset Limited) to ARN-104974 (Vedant Asset Limited).The
transfer of AUM is for benefit of company and in alignment with the company’s long term
objective.

6. MATERIAL CHANGES BETWEEN THE DATE OF BOARD REPORT AND END
OF FINANCIAL YEAR:

There have been no material changes and commitments, 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.

7. SHARE CAPITAL:

The paid up share capital of the company as on 31^st March 2025 is Rs. 2,76,16,000/-
consisting of 27,61,600 fully equity shares of Rs. 10/- each.

8. ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, a copy of the Annual Return of the
Company for Financial Year 2024-25 prepared in accordance with Section 92(1) of the Act.
The same will be placed on the website of the company at www.vedantasset.com

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board is properly constituted as per the provisions of the Companies Act, 2013,
and as per Regulation of Sebi (LODR) Regulation. The Board at present comprises
of:

Sr. No.	Name	Designation	Date of Appointment & Resignation
1.	Mr. Lallit Tripathi	Chairman & Managing Director	Originally Appointed as Director w.e.f. July 07, 2015. Further, Change in designation as Chairman & Managing Director w.e.f. August 25, 2022.
2.	Mrs. Rama Tripathi	Whole Time Director	Originally Appointed as Non-Executive Director w.e.f. November 30, 2021. Further, Change in designation as Whole Time Director w.e.f. August 25, 2022.
3.	Mrs. Priyanka Maheshwari	Non-Executive Director	Originally Appointed as Director w.e.f. July 07, 2015. Further, Change in designation as Non¬ Executive Director w.e.f. August 29, 2022.
4.	Mr. Gautam Jain	Independent Director	Re-appointed as Non Executive & Independent Director w.e.f 24th November 2024
5.	Mr. Gaurav Bagroy	Independent Director	Re-appointed as Non Executive & Independent Director w.e.f 24th November 2024. Further, Resigned from the position of Non Executive & Independent Director w.e.f 28th Feburary 2024
6.	Mr. Aman Poddar	Additional Director (Independent & Non Executive Director)	Appointed as Additional Director w.e.f 03rd Feburary 2025
7.	Mrs. Sradha Sengupta	Chief Financial Officer	Resigned from the position of C.F.O w.e.f 31st October 2024
8.	Mr. Shobhan Gupta	Company Secretary & Compliance Officer	Resigned from the position of Company Secretary & Compliance Officer w.e.f 31st October 2024.
9.	Mrs. Pooja Pandey	Chief Financial officer	Appointed as C.F.O w.e.f 14th November 2024
10.	Ms. Garima Jain	Company Secretary & Compliance Officer	Appointed as Company Secretary & compliance Officer w.e.f 02nd December, 2024.

10. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR:

During the year under review, 11 (ELEVEN) board meetings were held. The intervening gap
between the Meetings was within the period prescribed under the Companies Act, 2013 (the
“Act”). Required quorum was present throughout each meeting as per the requirement of the
said Act, the details of Board meetings are given below:

Sr. No.	Date of Board Meeting	Members Present
		Lallit Tripathi	Rama Tripathi	Priyanka Maheshwari	Gautam Jain	Gaurav Bagroy	Aman Poddar
1.	30-05-2024	Yes	Yes	Yes	Yes	Yes	-
2.	02-08-2024	Yes	Yes	Yes	Yes	Yes	-
3.	05-09-2024	Yes	Yes	Yes	No	No	-
4.	02-11-2024	Yes	Yes	Yes	No	No	-
5.	14-11-2024	Yes	Yes	Yes	Yes	Yes	-
6.	02-12-2024	Yes	Yes	Yes	Yes	Yes	-
7.	13-01-2025	Yes	Yes	Yes	Yes	Yes	-
8.	25-01-2025	Yes	Yes	Yes	Yes	Yes	-
9.	03-02-2025	^™Yes	^^"Yes	^^^™Yes	^™Yes	Yes	-
10.	10-03-2025	Yes	Yes	Yes	Yes	-	Yes
11.	30-03-2025	Yes	Yes	Yes	Yes	-	Yes

11. SHAREHOLDER’S MEETING:

During the year under audit, 2 (TWO) meetings of shareholders were convened. Details of
the meeting are given below:

Sr. No.	General Meeting Date	Business Transacted in the Meeting	Type of Meeting
1.	27.09.2024	Adoption of Annual Accounts and Boards report thereof Re-appointment of Mr. Lallit Tripathi as Managing Director	Annual General Meeting
2.	24.11.2024	Re-appointment of Mr. Gautam Jain as Non-executive & Independent Director. Re-appointment of Mr. Gaurav Bagroy as Non-Executive & Independent Director.	Extra-Ordinary General Meeting

12. DECLARATION OF THE INDEPENDENT DIRECTORS:

The Company has obtained the declaration from its Independent Directors (during the F.Y.
2023-24) under Section 149(6) of the Companies Act 2013 and Rule 4 of the Companies
(Appointment and Qualification of Directors) Rules, 2014.

13. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY:

During the financial year 2024-2025, the company divested its entire shareholding in Kartik
Credit Private Limited, amounting to 10,000 shares representing 100% of the issue and
paid up capital of the subsidiary as of 30^th June 2024.Consequently, Kartik Credit Private
Limited ceased to be subsidiary of the company. The divestment was approved by the Board
Of Directors on 02^nd August, 2024 and complied with all provisions of companies Act 2013,

and other regulatory requirements. The cessation of Kartik Credit Private Limited as a
subsidiary is not expected to have a material impact on the company’s overall financial
position or operations.

14. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual
evaluation of the board itself and individual directors. The company has devised a
questionnaire to evaluate the performances of each director. The evaluation was done after
taking into consideration inputs received from the Directors, setting out parameters of
evaluation. Evaluation parameters of the Board were mainly based on Disclosure of
Information, Key functions of the Board, Responsibilities of the Board.

15. DIRECTORS’ RESPONSIBILITY STATEMENT:

In pursuance of section 134(3)(c) read with Section 134 (5) of the Companies Act 2013,
which requires inclusion of Director Responsibility Statement, yours Director hereby certify
that: -

a) In the preparation of the annual accounts for the year ended 31^st March,
2025, the Company has followed the applicable accounting standards and
there are no material departures from the same.

b) Accounting policies were adopted and applied consistently, and the
judgements and estimates that have been made are reasonable and
prudent so as to give a true and fair view of the state of affairs of the
company as at 31^st March 2025 and of the profit of the company for year
ended on that date.

c) Proper and sufficient care has been taken 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.

d) Annual accounts have been prepared on a going concern basis.

e) They have laid down internal financial controls to be followed by the
company and such internal financial controls are adequate and operating
effectively.

f) There is a proper system to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating
effectively

16. CORPORATE GOVERNANCE:

The terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
exempts companies which have listed their specified securities on SME Exchange from
compliance with corporate governance provisions. Since the equity share capital of your
Company is listed exclusively on the SME Platform of BSE, the Company is exempted from
compliance with Corporate Governance requirements, and accordingly the reporting
requirements like Corporate Governance Report, Business Responsibility Report etc. are
not applicable to the Company. However, the Company is in compliance with provisions of
Corporate Governance mentioned in the Companies Act, 2013 to the extent applicable.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report is presented in the separate section and
forms an integral part of the Directors’ Report.

18. DIRECTOR’S APPOINTMENT REMUNERATION AND NOMINATION POLICY:

The Company, has constituted an Audit Committee, Nomination and Remuneration
Committee and Stakeholders’ Relationship Committee under Section 178(1) of the
Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers)
Rules, 2014 and Stakeholders Relationship Committee under Section 178(5) of the
Companies Act, 2013.

THE COMMITTEE’S CONSTITUTED BY THE COMPANY ARE AS FOLLOWS:

AUDIT COMMITTEE

The members of the Audit Committee are as follows:

Name of the Director	Status in Committee	Nature of Directorship	No. of meetings held	No. of meetings attended
Mr. Gautam Jain	Chairman	Independent Director	3	3
Mr. Gaurav Bagroy	Member	Independent Director	3	3
Mr. Lallit Tripathi	Member	Chairman & Managing Director	3	3

The Company Secretary acted as the Secretary of the Meetings of the Audit Committee.
However the Audit Committee Re-constituted W.e.f 10^th March 2025
Changed Composition of Audit Committee are as follows:

Name of the Director	Status in Committee	Nature of Directorship	No. of meetings held	No. of meetings attended
Mr. Gautam Jain	Chairman	Non-Executive & Independent Director	2	2
Mr. Aman Poddar	Member	Additional Director (Non-Executive &Independent Director)	2	2

Mr. Lallit Tripathi

Member

Chairman & Managing Director

2

2

The Company Secretary acted as the Secretary of the Meetings of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE

The members of the Nomination and Remuneration Committee are as follows:

Name of the Director	Status in Committee	Nature of Directorship	No. of meetings held	No. of meetings attended
Mr. Gaurav Bagroy	Chairman	Independent Director	3	3
Mr. Gautam Jain	Member	Independent Director	3	3
Mrs. Priyanka Maheshwari	Member	Non- Executive Director	3	3

However the Nomination and Remuneration Committee Re-constituted W.e.f 10^th
March 2025

Changed Composition of Nomination and Remuneration Committee are as follows :

Name of the Director	Status in Committee	Nature of Directorship	No. of meetings held	No. of meetings attended
Mr. Aman Poddar	Chairman	Additional Director (Non-Executive &Independent Director)
Mr. Gautam Jain	Member	Non-Executive & Independent Director	-	-
Mrs. Priyanka Maheshwari	Member	Non- Executive Director	-	-

STAKEHOLDER RELATIONSHIP COMMITTEE

The members of the Stakeholders Relationship Committee are as follows:

Name of the Director	Status in Committee	Nature of Directorship	No. of meetings held	No. of meetings attended
Mr. Lallit Tripathi	Chairman	Chairman & Managing Director	1	1
Mr. Gaurav Bagroy	Member	Independent Director	1	1
Mrs. Priyanka Maheshwari	Member	Non- Executive Director	1	1

However the Stakeholder Relationship Committee Re-constituted W.e.f 10^th March
2025

Changed Composition Stakeholders Relationship Committee are as follows:

Name of the Director	Status in Committee	Nature of Directorship	No. of meetings held	No. of meetings attended
Mr. Lallit Tripathi	Chairman	Chairman & Managing Director	-	-
Mr. Aman Poddar	Member	Additional Director (Non-Executive &Independent Director)
Mrs. Priyanka Maheshwari	Member	Non- Executive Director

19. PARTCULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
OF THE COMPANIES ACT, 2013:

The details of Loans given, guarantees given, investments made and securities
provided under the Section 186 of the Companies Act, 2013 have been provided in
the notes to the Financial Statements.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH REALTED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm’s length
basis. There are no significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may
have a potential conflict with the interest of the Company at large. Attention of the members
is drawn to the disclosures of transactions with the related parties is set out in Notes to
Accounts forming part of the financial statement.

21. MATERIAL CHANGES & COMMITMENT:

No material changes and commitments affecting the financial position of the company
occurred during the year and between the end of financial year to which these financial
statements relate and on the date of this report.

22. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016:

There is no application made by or against the company and there are no proceedings
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year
under review.

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

The Company did not avail or settle any loan from the banks or financial institutions. Hence
it is not required to conduct such valuation.

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

Your Company has not carried out any business activities warranting conservation of the
energy and technology absorption in accordance with Section 134 (3) (m) of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014. Since the company is not
engage in any manufacturing activity, issues relating to technology absorption are not quite
relevant to its functioning. During the year under review there is no foreign exchange
earnings and outgo.

25. RISK MANAGEMENT AND AREA OF CONCERN:

Risk Management is the process of identification, assessment and prioritization of risks
followed by coordinated efforts to minimize, monitor and mitigate/control the probability
and/or impact of unfortunate events or to maximize the realization of opportunities. The
Company has laid down a well-defined Risk Management Policy covering the risk mapping,
trend analysis, risk exposure, potential impact and risk mitigation process. A detailed
exercise is being carried out to identify, evaluate, manage and monitoring of both business
and non- business risk. The Board periodically reviews the risks and suggests steps to be
taken to control and mitigate the same through a properly defined framework.

Although, market conditions are likely to remain competitive, future success will depend
upon offering improved products through technology innovation and productivity. The
Company continues to invest in these areas. The Company has the risk management and
internal control framework in place commensurate with the size of the Company. However,
Company is trying to strengthen the same. The details of the risks faced by the Company
and the mitigation thereof are discussed in detail in the Management Discussion and
Analysis report that forms part of the Annual Report.

26. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate
Social Responsibility Policy) Rules, 2014 are not applicable to the Company as on March
31, 2024. Hence, your Company is not required to adopt the CSR Policy or constitute CSR
Committee during the year under review.

27. DEPOSITS:

During the year under review, your Company has neither accepted nor renewed any
deposits from public within the meaning of Section 73 of the Companies Act, 2013 read
with Companies (Acceptance of Deposits) Rules, 2014. Further, the Company has not
accepted any deposit or loans in contravention of the provisions of the Chapter V of the
Companies Act, 2013 and the Rules made there under.

28. STATUTORY AUDITORS & THEIR REPORT:

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors)
Rules, 2014, the members of the Company had appointed M/s N.K. Kejriwal & Co.,

Chartered Accountants (Firm Registration No. 04326C) as the Statutory Auditor of your
Company in AGM held on 28^th September, 2023 for a period of 5 years for the FY 2023-24,
FY 2024-2025, FY 2025-2026, FY 2026-2027, FY 2027-2028.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s.
N.K. Kejriwal & Co., Chartered Accountants, Statutory Auditors, in their Report on the
accounts of the Company for the year under review. The observations made by them in their
Report are self-explanatory and do not call for any further clarifications from the Board.

29. SECRETARIAL AUDIT:

The Secretarial Audit report provided by M/s Shikha Agarwal and Associates has been
forming part of this report. The Secretarial Audit Report does not contain any qualifications,
reservations, or adverse remarks.

30. INTERNAL AUDIT:

The Company’s internal Audit report provided by M/S Goyal Ruchi & Associates . The
Board took note on the same.

31. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has laid down standards, processes and procedures for implementing the
internal financial controls across the organization. After considering the framework of
existing internal financial controls and compliance systems; work performed by the
Statutory Auditors and External Consultants; reviews performed by the Management, the
Board is of the opinion that the Company’s internal financial controls with reference to the
financial statements were adequate and effective during the financial year 2024-25.

32. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company’s
business and size and complexity of its operations are in place and have been operating
satisfactorily. Internal control systems comprising of policies and procedures are designed
to ensure reliability of financial reporting, timely feedback on achievement of operational
and strategic goals, compliance with policies, procedure, applicable laws and regulations
and that all assets and resources are acquired economically, used efficiently and adequately
protected.

33. COST AUDITOR:

As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies (Cost
records and audit) Rules, 2014, the Company is not required to appoint a cost auditor to
audit the cost records of the Company.

34. PARTICULARS OF EMPLOYEES AND REMUNERATION:

Disclosures with respect to the remuneration of Directors and employees as required under
Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms a part of the financials. There
were no such employees of the Company for which the information required to be disclosed
pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

35. EXPLAINATION OF BOARD OF DIRECTORS ON AUDITORS’ REPORT:

There are no qualifications or reservation or adverse remarks made by the auditors in their
report for the year under review. Hence there is no explanation required for the same.

36. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Auditors have not reported any instances of frauds
committed in the Company by its Officers or Employees under Section 143(12) of the
Companies Act, 2013.

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS:

There are no significant material orders passed by the Regulators /Courts which would
impact the going concern status of the Company and its future operations.

38. POLICY/ VIGIL MECHANISM / CODE OF CONDUCT

The Company has a Whistle Blower Policy in line with the provisions of the Section 177 of
the Companies Act, 2013. This policy establishes a vigil mechanism for directors and
employees to report their genuine concerns actual or suspected fraud or violation of the
Company’s code of conduct. The said mechanism also provides for adequate safeguards
against victimization of the persons who use such mechanism and makes provision for
direct access to the chairperson of the Audit Committee. At present, any such issue can be
addressed to Company Secretary ([email protected]) or to the Managing Director
([email protected]). The Company is creating a separate link for the Whistle Blower Policy
which will be available on the website of the Company at www.vedantasset.com.

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 / behaviors of any form and the Board has laid down the directives to
counter such acts. The Company is creating a separate link for the Whistle Blower Policy
which will be available on the website of the Company at www.vedantasset.com.

The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the work place, in business practices and in
dealing with stakeholders. The Code gives guidance through examples on the expected

behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management Personnel have confirmed compliance
with the Code. All Management Staff were given appropriate training in this regard.

39. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION PROHIBITION & REDRESSAL) ACT, 2013:

Your Company is committed to creating and maintaining an atmosphere in which
employees can work together, without fear of sexual harassment, exploitation and
intimidation. Accordingly, the Company has in place an Anti-Sexual Harassment Policy in
line with the requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC) was
set up to redress complaints received regarding sexual harassment. All employees
(Permanent, Contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of
during the year:

No. of complaints received	Nil
No. of complaints disposed off	^Nil

40. INVESTOR COMPLAINTS:

There were no complaints received by the company from any of the investors as on 31^st

March 2025.

41. POSTAL BALLOT:

No Postal ballot was conducted by the company during the year 2024-25.

42. GENERAL:

Your directors state that no disclosure or reporting is required in respect of the following

items as there were no transaction on these items during the year under review.

(i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(ii) Issue of equity shares (including sweat equity shares) and ESOS to employees of the
company under any scheme.

(iii) There was no instance of non-exercising of voting rights in respect of shares
purchased directly by the employees under a scheme pursuant to section 67(3) of
the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules,
2014 and hence no information has been furnished.

Acknowledgement: -

The Directors would like to express their sincere appreciation of the co-operation and assistance
received from Shareholders, Bankers, regulatory bodies and other business constituents during
the year under review. Your Directors also wish to place on record their deep sense of appreciation
for the commitment displayed by all executives, officers and staff, resulting in successful
performance of the Company during the year. Your Directors also express their sincere thanks to
companies esteemed clients for their continued patronage and their deep appreciation and
understanding for the services being provided to them. Your Directors look forward to the
continued support of all stakeholders in the future.

For and on behalf of the Board of
Vedant Asset Limited

Sd/-

Lallit Tripathi

Director

DIN: 07220161

Date: - 04.09.2025
Place: - Ranchi

---

Mar 31, 2024

Your Directors have pleasure in presenting the Annual Report of the company together with the Audited Statements of Accounts for the Financial Year ended 31^st March, 2024.

1. FINANCIAL PERFORMANCE:

The company’s financial performance for the year ended March 31, 2024 is summarized below. The Board’s Report is prepared based on the standalone financial statements of the company. The table below summaries the financial position of the company under the broad headings for the last two years.

Financial Summary of the Company

Sl. No.	Particulars	Standalone Financials
		2023-24 (f in Lakhs)	2022-23 (f in Lakhs)
1.	Revenue from Operation	253.84	196.83
2.	Other Income	55.90	19.81
	Total Income	309.74	216.64
4.	Finance Expenses	0.00	0.00
5.	Other Expenses	270.90	172.38
6.	Depreciation Expenses	07.08	07.63
	Total Expenses	277.98	180.01
7.	Profit before Tax	31.76	36.63
8.	Current Tax	7.02	8.94
9.	Deferred Tax	1.24	1.34
10.	Profit after Tax	23.50	26.35

2. BUSINESS OPERATIONS:

The Company has reported total revenue (including other income) of ? 309.74 Lakhs for the current year as compared to t 216.64 Lakhs in the previous year. The Net Profit after tax for the year amounted to ? 23.50 Lakhs in the current year as compared to Profit of t 26.35 Lakhs in the previous year. The total revenue is increased by t 93.10 Lakhs as compared with the previous year.

3. DIVIDEND AND RESERVES:

The Board of Directors’ do not recommend any dividend for the year under review and the profit of the company amounting to Rs. 23.50 Lakhs is transferred to the reserves.

4. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business of company during the year under review.

5. MAJOR EVENTS DURING THE F.Y.2023-24:

The company entered into an agreement with Bank of India for Business Correspondence Services on PAN India basis. The company has opened 22 CSP points in the state of Odisha as a part of this agreement.

6. MATERIAL CHANGES BETWEEN THE DATE OF BOARD REPORT AND END OF FINANCIAL YEAR:

There have been no material changes and commitments, 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.

7. SHARE CAPITAL:

The paid up share capital of the company as on 31^st March 2024 is Rs. 2,76,16,000/- consisting of 27,61,600 fully equity shares of Rs. 10/- each.

8. ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company for Financial Year 2023-24 prepared in accordance with Section 92(1) of the Act. The same will be placed on the website of the company at www.vedantasset.com

The Board is properly constituted as per the provisions of the Companies Act, 2013. The Board at present comprises of:

Sr. No.	Name	Designation	Date of Appointment
1.	Mr. Lallit Tripathi	Chairman & Managing Director	Originally Appointed as Director w.e.f. July 07, 2015. Further, Change in designation as Chairman & Managing Director w.e.f. August 25, 2022.
2.	Mrs. Rama Tripathi	Whole Time Director	Originally Appointed as Non-Executive Director w.e.f. November 30, 2021. Further, Change in designation as Whole Time Director w.e.f. August 25, 2022.
3.	Mrs. Priyanka Maheshwari	Non-Executive Director	Originally Appointed as Director w.e.f. July 07, 2015. Further, Change in designation as NonExecutive Director w.e.f. August 29, 2022.
4.	Mr. Gautam Jain	Independent Director	25.08.2022
5.	Mr. Gaurav Bagroy	Independent Director	25.08.2022
6.	Mrs. Sradha Sengupta	Chief Financial Officer	05.09.2022
7.	Mr. Shobhan Gupta	Company Secretary & Compliance Officer	05.09.2022

10. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR:

During the year under review, 6 (SIX) board meetings were held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (the “Act”). Required quorum was present throughout each meeting as per the requirement of the said Act, the details of Board meetings are given below:

Sr. No.	Date of Board Meeting	Members Present
		Lallit Tripathi	Rama Tripathi	Priyanka Maheshwari	Gautam Jain	Gaurav Bagroy
1.	29-05-2023	Yes	Yes	Yes	Yes	Yes
2.	01-09-2023	Yes	Yes	Yes	Yes	Yes
3.	04-09-2023	Yes	Yes	Yes	Yes	Yes
4.	10-11-2023	Yes	Yes	Yes	Yes	Yes
5.	13-01-2024	Yes	Yes	Yes	Yes	Yes
6.	08-03-2024	Yes	Yes	Yes	Yes	Yes

11. SHAREHOLDER’S MEETING:

During the year under audit, 1 (ONE) meetings of shareholders were convened. Details of the meeting are given below:

Sr. No.	General Meeting Date	Business Transacted in the Meeting	Type of Meeting
1.	28.09.2023	Adoption of Annual Accounts and Boards report thereof	Annual General Meeting

12. DECLARATION OF THE INDEPENDENT DIRECTORS:

The Company has obtained the declaration from its Independent Directors (during the F.Y. 2023-24) under Section 149(6) of the Companies Act 2013 and Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

13. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY:

The Company has a wholly owned subsidiary in the name of M/s Kartik Credit Private Limited as on 31.03.2024.

14. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of the board itself and individual directors. The company has devised a questionnaire to evaluate the performances of each director. The evaluation was done after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board were mainly based on Disclosure of Information, Key functions of the Board, Responsibilities of the Board.

15. DIRECTORS’ RESPONSIBILITY STATEMENT:

In pursuance of section 134(3)(c) read with Section 134 (5) of the Companies Act 2013, which requires inclusion of Director Responsibility Statement, yours Director hereby certify that: -

a) In the preparation of the annual accounts for the year ended 31^st March, 2024, the Company has followed the applicable accounting standards and there are no material departures from the same.

b) Accounting policies were adopted and applied consistently, and the judgements and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31^st March 2024 and of the profit of the company for year ended on that date.

c) Proper and sufficient care has been taken 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.

d) Annual accounts have been prepared on a going concern basis.

e) They have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and operating effectively.

f) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. CORPORATE GOVERNANCE:

The terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions. Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the Company is exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company. However, the Company is in compliance with provisions of Corporate Governance mentioned in the Companies Act, 2013 to the extent applicable.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report is presented in the separate section and forms an integral part of the Directors’ Report.

The Company, has constituted an Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee under Section 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Stakeholders Relationship Committee under Section 178(5) of the Companies Act, 2013.

THE COMMITTEE’S CONSTITUTED BY THE COMPANY ARE AS FOLLOWS:

The members of the Audit Committee are as follows:

Name of the Director	Status in Committee	Nature of Directorship	No. of meetings held	No. of meetings attended
Mr. Gautam Jain	Chairman	Independent Director	4	4
Mr. Gaurav Bagroy	Member	Independent Director	4	4
Mr. Lallit Tripathi	Member	Chairman & Managing Director	4	4
The Company Secretary acted as the Secretary of the Meetings of the Audit Committee.

The members of the Nomination and Remuneration Committee are as follows:
Name of the Director	Status in Committee	Nature of Directorship	No. of meetings held	No. of meetings attended
Mr. Gaurav Bagroy	Chairman	Independent Director	2	2
Mr. Gautam Jain	Member	Independent Director	2	2
Mrs. Priyanka Maheshwari	Member	Non- Executive Director	2	2

The members of the Stakeholders Relationship Committee are as follows:
Name of the Director	Status in Committee	Nature of Directorship	No. of meetings held	No. of meetings attended
Mr. Lallit Tripathi	Chairman	Chairman & Managing Director	1	1
Mr. Gaurav Bagroy	Member	Independent Director	1	1
Mrs. Priyanka Maheshwari	Member	Non- Executive Director	1	1

19. PARTCULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details of Loans given, guarantees given, investments made and securities provided under the Section 186 of the Companies Act, 2013 have been provided in the notes to the Financial Statements.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH REALTED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. There are no significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Attention of the members is drawn to the disclosures of transactions with the related parties is set out in Notes to Accounts forming part of the financial statement.

21. MATERIAL CHANGES & COMMITMENT:

No material changes and commitments affecting the financial position of the company occurred during the year and between the end of financial year to which these financial statements relate and on the date of this report.

22. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There is no application made by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

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

The Company did not avail or settle any loan from the banks or financial institutions. Hence it is not required to conduct such valuation.

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

Your Company has not carried out any business activities warranting conservation of the energy and technology absorption in accordance with Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. Since the company is not engage in any manufacturing activity, issues relating to technology absorption are not quite relevant to its functioning. During the year under review there is no foreign exchange earnings and outgo.

25. RISK MANAGEMENT AND AREA OF CONCERN:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non- business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

Although, market conditions are likely to remain competitive, future success will depend upon offering improved products through technology innovation and productivity. The Company continues to invest in these areas. The Company has the risk management and internal control framework in place commensurate with the size of the Company. However, Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

26. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company as on March 31, 2024. Hence, your Company is not required to adopt the CSR Policy or constitute CSR Committee during the year under review.

27. DEPOSITS:

During the year under review, your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

28. STATUTORY AUDITORS & THEIR REPORT:

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company had appointed M/s N.K. Kejriwal & Co., Chartered Accountants (Firm Registration No. 04326C) as the Statutory Auditor of your Company in AGM held on 28^th September, 2023 for a period of 5 years from the FY 2023-24.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. N.K. Kejriwal & Co., Chartered Accountants, Statutory Auditors, in their Report on the accounts of the Company for the year under review. The observations made by them in their Report are self-explanatory and do not call for any further clarifications from the Board.

29. SECRETARIAL AUDIT:

The Secretarial Audit report provided by M/s Satish Kumar and Associates has been forming part of this report. The Secretarial Audit Report does not contain any qualifications, reservations, or adverse remarks.

30. INTERNAL AUDIT:

The Company’s internal audit is being managed internally by the senior officials of the organization.

31. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems; work performed by the Statutory Auditors and External Consultants; reviews performed by the Management, the Board is of the opinion that the Company’s internal financial controls with reference to the financial statements were adequate and effective during the financial year 2023-24.

32. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company’s business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

33. COST AUDITOR:

As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies (Cost records and audit) Rules, 2014, the Company is not required to appoint a cost auditor to audit the cost records of the Company.

34. PARTICULARS OF EMPLOYEES AND REMUNERATION:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of the financials. There were no such employees of the Company for which the information required to be disclosed pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

35. EXPLAINATION OF BOARD OF DIRECTORS ON AUDITORS’ REPORT:

There are no qualifications or reservation or adverse remarks made by the auditors in their report for the year under review. Hence there is no explanation required for the same.

36. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees under Section 143(12) of the Companies Act, 2013.

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

38. POLICY/ VIGIL MECHANISM/ CODE OF CONDUCT

The Company has a Whistle Blower Policy in line with the provisions of the Section 177 of the Companies Act, 2013. This policy establishes a vigil mechanism for directors and employees to report their genuine concerns actual or suspected fraud or violation of the Company’s code of conduct. The said mechanism also provides for adequate safeguards against victimization of the persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee. At present, any such issue can be addressed to Company Secretary ([email protected]) or to the Managing Director ([email protected]). The Company is creating a separate link for the Whistle Blower Policy which will be available on the website of the Company at www.vedantasset.com.

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 / behaviors of any form and the Board has laid down the directives to counter such acts. The Company is creating a separate link for the Whistle Blower Policy which will be available on the website of the Company at www.vedantasset.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management Personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

39. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION & REDRESSAL) ACT, 2013:

Your Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation and intimidation. Accordingly, the Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year:

No. of complaints received	Nil
No. of complaints disposed off	Nil

40. INVESTOR COMPLAINTS:

There were no complaints received by the company from any of the investors as on 31^st March 2024.

41. POSTAL BALLOT:

No Postal ballot was conducted by the company during the year 2023-24.

42. GENERAL:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under review.

(i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(ii) Issue of equity shares (including sweat equity shares) and ESOS to employees of the company under any scheme.

(iii) There was no instance of non-exercising of voting rights in respect of shares purchased directly by the employees under a scheme pursuant to section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 and hence no information has been furnished.

Acknowledgement: -

The Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year. Your Directors also express their sincere thanks to companies esteemed clients for their continued patronage and their deep appreciation and understanding for the services being provided to them. Your Directors look forward to the continued support of all stakeholders in the future.