Dear Shareholders,

Your directors are pleased to present the 29th Annual Report on the business and operations of Viji Finance Limited along with the standalone and consolidated audited financial statements for the financial year ended 31st March, 2023.

1. STATE OF COMPANY'S AFFAIRS AND FINANCIAL PERFORMANCE:

1.1 FINANCIAL HIGHLIGHTS AND SUMMARY OF STANDALONE AND CONSOLIDATED FINANCIAL

The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2023, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

The performance highlights and summarized financial results of the Company are given below:

The Company is a Non-Banking Financial Company (NBFC Company) engaged in providing financial services. The Company is registered as a Non-Systemically Important Non Deposit Accepting NBFC as defined under Section 45 IA of the Reserve Bank of India. On standalone basis, your Company has total income of Rs. 208.96 Lakhs for the financial year ended 31st March 2023 as against Rs. 127.10 Lakhs in the previous year, recording an increase of 64.40%. Further during the financial year, Company earned Net Profit before other comprehensive income of Rs. 44.03 lakhs as against previous year in which Company earned Net Profit before other comprehensive income of Rs. 44.18 Lakhs reflecting the decrease of 0.34% due to increase in HR cost.

On consolidated basis, your Company has total income of Rs. 208.96 Lakhs for the financial year ended 31st March, 2023 as against Rs. 127.11 Lakhs in the previous year, recording an increase of 64.39%. Further during the financial year, company earned net profit after tax (before other comprehensive income) of Rs. 43.30 lakhs as against previous year in which Company earned net profit before other comprehensive income of Rs. 44.03 Lakhs reflecting the decrease of 1.66% due to increase in HR cost.

2. SHARE CAPITAL

The Paid-up Equity Share Capital as at 31st March, 2023 stood at Rs. 8.25 crores. The company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares. As on 31st March 2023, none of the Directors of the company hold instruments convertible into equity shares of the Company.

Further, Board of Director of the Company in their meeting held on 04th November, 2022 approved Fund raising of an amount not exceeding Rs. 49 Crores (Rupees Forty Nine Crore only), through a Right issue to the eligible equity shareholders of the Company however terms and conditions of the Rights Issue, including deciding on the record date, determining the rights issue price, right entitlement ratio, timing and terms of payment, appointment of intermediaries and other related matters are still pending due to pending relisting of shares at Calcutta Stock Exchange.

3. ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013, the draft Annual Return as on 31st March, 2023 prepared in accordance with Section 92(3) of the Companies Act, 2013 is made available on the website of your Company and can be assessed using the web

4. DIVIDEND

Your Company has not declared Dividend for the financial year 2022-23. Further the Company is deploying the funds in further business development and to combat the current uncertainties in the finance industry.

4.1 AMOUNT TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to applicable provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (Rules) as amended, all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, after completion of seven years from the date of transfer to Unclaimed Dividend Account of the Company. Hence, during the financial year 2022-23 unpaid/ unclaimed dividends of Rs. 0.76 Lakhs relating to financial year 2014-15 were transferred to the Investor Education and Protection Fund.

Further, according to the IEPF Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to IEPF Authority. Accordingly, during the Financial Year 2022-23 the Company has transferred to the designated demat account of the IEPF Authority 199500 equity shares pertaining to 31 folios in respect of which dividend from financial year 2014-15 had not been paid or claimed for seven consecutive years or more by shareholders.

The details of Nodal Officer appointed by the Company pursuant to the provision of IEPF Rules are available on the website of the Company at https://vijifinance.com/investors-relation-2/

5. AMOUNTS TRANSFERRED TO RESERVES

Being a Non-Banking Finance Company, 20% of the profit i.e. Rs. 8.81 Lakhs has been transferred to statutory reserve of the Company.

6. DEPOSITS

The Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Being a Non-Banking Finance Company, the disclosures required as per Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014 read with Sections 73 and 74 of the Companies Act, 2013 are not applicable to the Company.

Pursuant to Section 2(31) of the Companies Act, 2013 read with Rule 2(1)(C) (viii) of Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification or re-enactment thereof for the time being in force), the details of unsecured loan received from directors are given below:

7. DETAILS OF BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Composition of the Board of Directors of the Company is in accordance with the provision of Section 149 of the Companies Act, 2013 with an appropriate combination of Executive, Non-Executive and Independent Directors.

a) Constitution of the Board

As on date of Report, Board of Directors comprises of total 5 (five) Directors namely:

1. Mr. Vijay Kothari (DIN: 00172878), Chairman and Managing Director

2. Mr. Nitesh Gupta (DIN: 09248507), Whole-Time Director

3. Mr. Suresh Singh Jain (DIN: 03584190), Independent Director

4. Ms. Sakshi Chourasiya (DIN: 09370037), Independent Director

5. Mr. Aryaman Kothari (DIN: 09324877), Non-Executive Director

In compliance with the Regulation 17 of SEBI (LODR) Regulations, 2015, the Company has an optimum combination of executive and non-executive directors with a woman Independent Director. The Chairman of the Board is Promoter/Executive Director. The Board members are highly qualified with the strong varied experience in the relevant field of the business activities of the Company which plays significant roles for the business policy and decision making process and provide guidance to the executive management to discharge their functions effectively.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Mr. Aryaman Kothari (DIN: 09324877), Non-Executive Director and Mr. Nitesh Gupta (DIN: 09248507), Whole Time Director of the Company, retires at the ensuing 29th Annual General Meeting of the Company and being eligible offers themselves for reappointment. However, term of Mr. Nitesh Gupta (DIN: 09248507), Whole Time Director of the Company is fixed and shall not break due to this retirement. The Board recommends their reappointment for the consideration to members of the Company at the ensuing Annual General Meeting.

c) Change in Directors

During the year 2022-23, on the recommendation of Nomination and Remuneration Committee, Mr. Aryaman Kothari (DIN: 09324877) was appointed as additional as well as Non-Executive Non-Independent Director by the Board of Directors at its meeting held on 28th June, 2022 which was subsequently confirmed by the Members in their 28th Annual General Meeting held on 27th September, 2022.

Further, Members in their 28th Annual General Meeting held on 27th September, 2022 confirmed the appointment of Ms. Sakshi Chourasiya (DIN: 09370037) as an Independent Director of the Company for a period of five years w.e.f. 25th October, 2021 to 24th October, 2026.

d) Board Independence

Our definition of ‘Independent Director' is derived from Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. The Company is having following 2 (Two) Independent Directors:

1. Mr. Suresh Singh Jain (DIN: 03584190)

2. Ms. Sakshi Chourasiya (DIN: 09370037)

As per provisions of the Companies Act, 2013, Independent Directors were appointed for a term of 5 (five) consecutive years, not liable to retire by rotation.

e) Key Managerial Personnel

During the financial year 2022-23, Mr. Babalu Suryawanshi (DIN: 06776869) resigned from the post of Additional Director as well as Managing Director of the Company with effect from 25th April, 2022 due to his personal occupancy. Your Board places on record its deep appreciation for the valuable contribution made by him during his tenure as an Additional Director as well as Managing Director of the Company.

Further, during the financial year, Board of Directors on recommendation of Nomination and Remuneration Committee, in their meeting held on 20th May, 2022, appointed Mr. Vijay Kothari as Managing Director of the Company for term of three years w.e.f. 20th May, 2022 to 19th May, 2025 which has been subsequently approved by members in 28th Annual General Meeting held on 27th September, 2022.

As on the date of Board Report, Mr. Vijay Kothari (DIN: 00172878), Chairman and Managing Director; Mr. Nitesh Gupta (DIN: 09248507), Whole-Time Director; Mr. Siddhant Sharma, Chief Financial Officer and Ms. Stuti Sinha, Company Secretary and Compliance Officer; have been categorized as the Key Managerial Personnel within the meaning of Section 203 of the Companies Act, 2013.

f) Disqualification of Directors

During the year declarations were received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board apprised the same and found that none of the directors are disqualified for holding office as director.

8. COMPOSITION OF BOARD OF DIRECTORS, COMMITTEES AND NUMBER OF MEETINGS OF BOARD AND ITS COMMITTEES

The composition of the Board is in conformity with Section 149 of the Companies Act, 2013. As on March 31, 2023 the Company had five directors. Independent Directors are non-Executive Directors as defined under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 read with Section 149(6) of the Companies Act, 2013. The maximum tenure of Independent Directors is in compliance with the Act. All the Independent Directors have confirmed that they meet the criteria as mentioned under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 read with Section 149(6) of the Companies Act, 2013.

Further, during the financial year 2022-23, Seven (7) Board Meetings were held i.e. on 25th April, 2022, 20th May, 2022, 28th June, 2022, 9th August, 2022, 4th November, 2022, 10th November, 2022 and 6th February, 2023 respectively. At least one meeting of the Board was held on every calendar quarter and the time gap between any two consecutive Board meetings did not exceeded 120 days. Proper notices for meeting were given and the proceedings were properly recorded and draft Minutes of Board Meeting were circulated to members of the Board for their comments.

The Company has constituted Audit Committee as per requirement of Section 177 of the Companies Act, 2013. The terms of reference of Audit Committee are broadly in accordance with the provisions of Companies Act, 2013. During the year the Committee met on five occasions on following dates viz., 20th May, 2022, 28th June, 2022, 9th August, 2022, 10th November, 2022 and 6th February, 2023.

Board of Directors in their meeting held on 28th June 2022 on appointment of Mr. Aryaman Kothari (DIN: 09324877) Promoter and Non-Executive Non Independent Director on the Board, had reconstituted the Committee consisting of Mr. Suresh Singh Jain (DIN: 03584190) (Chairman), Ms. Sakshi Chourasiya (DIN: 09370037), Independent Director and Mr. Aryaman Kothari (DIN: 09324877), Non Executive Non-Independent Director of the Company as member of the Committee.

Further Pursuant to Clause 4.1.1 of Secretarial Standards on General Meeting, the Chairman of Audit Committee or, in his absence, any other Member of the Committee authorised by him on his behalf shall attend the General Meeting of the Company. Mr. Suresh Singh Jain (DIN:03584190), Chairman of the Audit Committee, was virtually present at the 28th AGM of the Company held through Video Conferencing ("VC")/ Other Audio Visual Means ("OAVM") facility on 27th September, 2022 to address the Shareholders' queries pertaining to Annual Accounts of the Company.

All the members of the Committee are financial literate and possess accounting and related financial management expertise.

The Company has constituted Nomination and Remuneration Committee as per requirement of Section 178(1) of the Companies Act, 2013. The terms of reference of Nomination and Remuneration Committee are broadly in accordance with the provisions of Companies Act, 2013. During the year the Committee met on two occasions on following dates viz., 20th May, 2022 and 28th June, 2022.

*Mr. Aryaman Kothari (DIN : 09324877) was appointed w.e.f. 28th June, 2022.

Board of Directors in their meeting held on 28th June 2022 on appointment of Mr. Aryaman Kothari (DIN: 09324877) Promoter and Non-Executive Non Independent Director on the Board, had reconstituted the Committee consisting of Mr. Suresh Singh Jain (DIN: 03584190) (Chairman), Ms. Sakshi Chourasiya (DIN: 09370037), Independent Director and Mr. Aryaman Kothari (DIN: 09324877), Non Executive Non-Independent Director of the Company as member of the Committee.

Further more, as per Section 178(7) of the Companies Act, 2013 and Secretarial Standards, the Chairman of the Committee or, in his absence, any other Member of the Committee authorized by him in this behalf shall attend the General Meetings of the Company. Mr. Suresh Singh Jain, Chairman of the Committee, was virtually present at the 28th AGM of the Company held through Video Conferencing ("VC")/Other Audio Visual Means ("OAVM") facility on 27th September, 2022 to answer members' queries.

As required under Section 178(5) of the Companies Act, 2013 ("the Act"), the Board has in place Stakeholders Relationship Committee to specifically looks into the mechanism of redressal of grievances of shareholders. During the year the committee met on one occasion i.e. on 10th November, 2022.

The Board of Directors in their meeting held on 28 June 2022 on appointment of Mr. Aryaman Kothari (DIN: 09324877) Promoter and Non-Executive Non Independent Director on the Board, had reconstituted the Committee consisting of Mr. Suresh Singh Jain (DIN: 03584190) (Chairman), Ms. Sakshi Chourasiya (DIN: 09370037), Independent Director and Mr. Aryaman Kothari (DIN: 09324877), Non Executive Non-Independent Director of the Company as member of the Committee.

Further As per Section 178(7) of the Act and Secretarial Standards, the Chairman of the Committee or, in his absence, any other Member of the Committee authorized by him in this behalf shall attend the General Meetings of the Company. Mr. Suresh Singh Jain, th

Chairman of the Committee, was virtually present at the 28 AGM of the Company held through Video Conferencing ("VC")/ Other the Audio Visual Means ("OAVM") facility on 27 September, 2022.

9. RBI NORMS

Your Company is a Non-Systematically Important Non-Deposit Accepting Non-Banking Financial Company. The Company continues to fulfill all the norms and standards laid down by the Reserve Bank of India (RBI) pertaining to capital adequacy, statutory liquidity ratio etc. Further the company has made provision of Rs. 21.79 Lakhs for Non-performing Assets as on March 31, 2023. Certificate from statutory auditors for complying the prudential norms for NBFC is attached with Audit Report.

Your board has approved the Know Your Customer and Anti Money Laundering Policy (KYC and PMLA Policy) in accordance with RBI Guidelines. Company also adheres to the compliance requirement in terms of the said policy including the monitoring and reporting of cash and suspicious transactions. There were no suspicious transactions noticed during the period.

Your company has in place a fair practice code (FPC), as per RBI Regulations which includes guidelines from appropriate staff conduct when dealing with the customers and on the organizations policies vis-a-vis client protection. Your company and its employees duly complied with the provisions of FPC.

9.3 SCALE BASED REGULATIONS:

The Reserve Bank of India issued a circular on "Scale Based Regulation (SBR): A revised regulatory framework for NBFCs" on 22nd October 2021, ('SBR Framework'). As per the framework, based on size, activity and risk perceived, NBFCs are categorised into 4 layers, NBFC-Base Layer (NBFC-BL), NBFC-Middle Layer (NBFC-ML), NBFC-Upper Layer (NBFC-UL) and NBFC-Top Layer (NBFC-TL). Company has been categorised as NBFC-Base layer (NBFC-BL).

The Company has received declaration of independence from all the Independent Directors, as required under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [‘the SEBI (LODR) Regulations, 2015'] as amended from time to time.

Further in terms of Regulation 25(8) of the SEBI (LODR) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the Management. The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar ("IICA"). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

Mr. Suresh Singh Jain (DIN: 03584190), Independent Director of the Company is exempt from the requirement to undertake online proficiency self-assessment test and Ms. Sakshi Chourasiya (DIN: 09370037), Independent Director of the Company has passed online proficiency self-assessment test.

Pursuant to Regulation 25(7) of the SEBI (LODR) Regulations, 2015, the Company conducts familiarization programmes for its directors from time to time. The familiarization programme ensures that the non-executive directors are updated on the business and regulatory environment and the overall operations of the Company. This enables the non-executive directors to make better informed decisions in the interest of the Company and its stakeholders.

The details of the familiarization program of the independent directors are available on the website of the Company at the web link: https://vijifinance.com/wp-content/uploads/2023/02/FamiliarisationProgrammes22-23.pdf

The Independent Directors met once during the year as on 6thFebruary, 2023. The Meeting was conducted in an informal manner without the presence of the Chairman, Managing Director, Whole Time Director, Non-Executive Non-Independent Directors and the Chief Financial Officer.

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of your Company, to the best of their knowledge, belief and ability and explanations obtained by them, confirm that:-

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The Directors 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 of the Company for that year;

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

iv. The Directors have prepared the annual accounts on a going concern basis;

v. The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the performance evaluation of all the directors, committees, Chairman of the Board, and the Board as a whole was conducted based on the criteria and framework adopted by the Board which includes assessing the quality, quantity and timelines of flow of information between the Company, Management and the Board, as it is necessary for the Board to effectively and reasonably perform their duties.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Individual Directors, the Board as a whole and its Committees with the Company.

The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration committee. An indicative list of factors that may be evaluated include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behavior and judgments.

During the year under review, the Board has not appointed any Independent Director in the Company, however confirmed the appointment of Ms. Sakshi Chourasiya (DIN: 09370037) as Non-Executive Independent Director of the Company for a period of five years w.e.f. 25th October, 2021 to 24th October, 2026. Further, the board opined that all our Independent Directors possess requisite qualifications, experience, and expertise and hold high standards of integrity for the purpose of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.

Pursuant to Section 186(11) of the Companies Act, 2013 (‘the Act'), the provisions of Section 186(4) of the Act requiring disclosure in the financial statement of the full particulars of the loans made and guarantees given or securities provided by a Non-Banking Financial Company in the ordinary course of its business and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security are exempted from disclosure in the Annual Report.

Further, pursuant to the provision of Section 186(4) of the Act, the details of investments made by the Company are given in the Notes No. 5 to notes of Financial Statement.

Your Company has formulated the Policy on Related Party Transactions in line with the requirements of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018. The policy regulates all transactions between the Company and its related parties which is also available on the Company's website https://vijifinance.com/wp-content/uploads/2023/02/related-party-transaction-policy-1.pdf .

The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm's Length basis. The Material Related Party Transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement, which were entered during the year by your Company, are given separately in notes to the financial statements. Further, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2 is set out as Annexure-A and form part of this report.

Further, as a practice of good corporate governance, all related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained from the Audit Committee is obtained for Related Party Transactions which are of repetitive nature and/or entered in the Ordinary Course of Business and are at Arm's Length. All Related Party Transactions are subjected to independent review by an Audit Committee to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

During the year, Company was not engaged in manufacturing activities, therefore, particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgoing are not applicable.

(i) The steps taken or impact on conservation of energy:

The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption.

(ii) The steps taken by the company for utilizing alternate sources of energy: NIL

(iii) The capital investment on energy conservation equipments: Not Applicable

(i) The efforts made towards technology absorption: Not Applicable.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: No specific activity has been done by the Company.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): The Company has neither purchased within India nor imported any technology.

(iv) The expenditure incurred on Research and Development: Company has not incurred any expenditure on Research and Development during the year under review.

During the year, there was neither inflow nor outflow of foreign exchange.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

Your company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The company's internal control system is commensurate with its size, scale and complexities of its operations; the internal and operational audit is entrusted to Ms. Neha Bhadoriya, Chartered Accountant. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The audit committee of the board of directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The company has a robust management information system, which is an integral part of the control mechanism.

The Audit Committee of the board of directors, statutory auditors and the business heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the audit committee of the board. To maintain its objectivity and independence, the internal audit function reports to the chairman of the audit committee. Report of statutory auditors for internal financial control system is part of Audit Report.

During the financial year, your Company did not meet criteria laid down under the provisions of Section 135(1) of the Companies Act, 2013 read with companies (Corporate Social Responsibility Policy) Rules, 2014 and accordingly the provisions Corporate Social Responsibility are not applicable to the Company.

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. Pursuant to Section 134(3) of the Companies Act, 2013, the Nomination and Remuneration Policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Company's website at http://vijifinance.com/wp-content/uploads/2016/12/Nomination-Remuneation-policy.pdf.

Board of Directors affirms that the remuneration paid to Directors, senior management and other employees is in accordance with the remuneration policy of the Company.

The Disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date, is annexed as Annexure-B and forms an integral part of this Report.

During the year under review, none of the employee of the company is drawing more than Rs.1,02,00,000/- per annum or Rs.8,50,000/- per month for the part of the year. Therefore, Particulars of the employees as required under Section 197 of Companies Act, 2013 read with Rule 5 (2) & Rule 5 (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are not applicable for the financial year ended 31st March, 2023.

Further the statement containing details of Top Ten Employees in terms of remuneration and employees in receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended up to the date, is available at Registered Office of the Company. In terms of Section 136(1) of the Act, the Annual Report is being sent to the Members excluding the aforesaid details. Any Member desirous of obtaining above said details may write to the Company Secretary or email at info@vijifinance.com.

Pursuant to Section 197(14) of the Companies Act, 2013, neither the Managing Director nor Whole-time Director of the Company received any remuneration or commission from the subsidiary company.

The Company has only one subsidiary company in the name of "VIJI HOUSING FINANCE LIMITED" as on March 31, 2023. Financials of the subsidiary is disclosed in the Consolidated Financial Statements, which forms part of this Annual Report. A separate statement containing salient features of the Financial Statement of the Subsidiary in accordance with first proviso of Section 129(3) of the Companies Act, 2013 and the rules made there under in the prescribed Form AOC-1 is annexed to this Report as ANNEXURE-C and hence is not repeated here for sake of brevity. The Company does not have any Joint Venture or Associate Company. There has been no material change in the nature of the business of the subsidiary company.

In accordance with fourth proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company containing inter alia the audited standalone and consolidated financial statements, has been placed on the website of the Company at www.vijifinance.com. Further, as per fifth proviso of the said Section, Audited Financial Statements together with related information and other reports of the subsidiary company have also been placed on the website of the Company at web link: www.vijifinance.com.

In terms of Section 136 of the Companies Act, 2013 (‘the Act'), financial statements of the subsidiary company is not required to be sent to the members of the Company. The Company shall provide a copy of the annual accounts of its subsidiary company to the members of the Company on their request. The annual accounts of its subsidiary company will also be kept open for inspection at the registered office of the Company during business hours.

Pursuant to the requirements of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the details of Loans/Advances made to and Investment made in the subsidiary have been furnished in Notes forming part of Annual Report.

During the year under review, Company does not have any material subsidiary company.

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to the requirement of Section 129(3) of the Companies Act, 2013 and Regulation 33 & Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 [hereinafter referred as SEBI (LODR) Regulations, 2015] read with other applicable provisions and prepared in accordance with applicable IND AS, for financial year ended March 31, 2023. The Consolidated Financial Statements form part of this Annual Report.

A Report on the performance and financial position of each of the subsidiary company included in the Consolidated Financial Statements and their contribution to the overall performance of the Company is provided in Form AOC-1 and forms part of this Annual Report.

As on 31st March, 2022, Paid- up equity Share Capital of the Company was not exceeding Rs. 10 Crores and Net worth was not exceeding Rs. 25 Crores; therefore, the provisions of the Corporate Governance as stipulated under Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were not applicable to the Company for the financial year ended 31st March, 2023. Hence, Corporate Governance Report is not required to be disclosed with Annual Report. It is pertinent to mention that the Company follows majority of the provisions of the corporate governance voluntarily as a part of Good Corporate Governance which have been included in this Board Report.

As per Regulation 34(2) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed analysis of the Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

The Company has established a Vigil Mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the company in detection of fraud, but is also used as a Corporate Governance tool leading to prevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures those genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization.

The Whistle Blower Policy is disclosed on the website of the Company at http://vijifinance.com/wp-content/uploads/2018/07/Whistle-Blower.pdf. No Person has been denied access to the Audit Committee.

26. SECRETARIAL AUDIT

Shyam Nagori & Company, Chartered Accountants, Indore (ICAI Firm Registration No. 004573C) was appointed as Statutory Auditors of your Company in the 25th Annual General Meeting held on 27th September, 2019, for a term of five consecutive years up to the conclusion of 30thAnnual General Meeting to be held in financial year 2024-25.

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

Further, there was no fraud in the Company, which was required to report by Statutory Auditors of the Company under sub-section (12) of section 143 of Companies Act, 2013.

The Company does not falls within the provisions of Section 148 of Companies Act, 2018 read with the Companies (Cost Records & Audit) Rules, 2014 as amended from time to time, therefore no such record are required to be maintained.

The Board takes suggestions and recommendations from Ms. Neha Bhadoriya, Chartered Accountant, appointed as the Internal Auditor of the company to improve and strengthen the internal control systems. Her scope of work includes review of operational efficiency, effectiveness of systems & processes, compliances and assessing the internal control strengths in all areas.

The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Company's risk management policies and systems.

The Board of Directors has laid down a Code of Conduct ("the Code") for all Board members and senior management personnel of your Company. This Code has been posted on the Company's website at the web link: http://vijifinance.com/wp-content/uploads/2019/08/CODE-OF-CONDUCT-SM-AND-BOARD.pdf.

The Company has formulated and adopted the ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information' which, inter alia, includes Policy for determination of "Legitimate Purpose" and ‘Code of Conduct for Prevention of Insider Trading in Securities of VIJI FINANCE LIMITED in compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("the Regulations").

The Company's Code of Conduct has been formulated to regulate, monitor and ensure reporting of trading by the Designated Persons and their immediate relatives towards achieving compliance with the Regulations and is designed to maintain the highest ethical standards of trading in Securities of the Company by persons to whom it is applicable. The Code lays down Guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with securities of the Company and cautions them of the consequences of violations. During the year under review, the Company's Code of Conduct was amended in line with the amendments brought in the Regulations by SEBI.

The Financial Statement for the year ended 31st March 2023 has been prepared in accordance with Indian Accounting Standard ('Ind AS'). The Company is covered under the definition of NBFC. These Financial Statements of the Company are presented as per Schedule III (Division III) of the Companies Act, 2013 applicable to NBFCs, as notified by the Ministry of Corporate Affairs (MCA). These Financial Statements of the Company are presented in Indian Rupees ("INR"), which is also the Company's functional currency and all values are rounded to nearest rupees.

Your Company has a well- de ned risk management framework in place. The risk management framework works at various levels across the enterprise. The Board of Directors have developed & implemented Risk Management Policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy.

Your Company recognizes its responsibility and continues to provide a safe working environment for women, free from sexual harassment and discrimination. In Compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has put in place a Policy on prevention of Sexual Harassment of Women at workplace and has duly constituted an Internal Compliant under the same.

There was no case of sexual harassment reported during the year under review. Further, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Company's shares are listed on National Stock Exchange of India Limited, BSE Limited and The Calcutta Stock Exchange Limited.

Your Company's shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail the facility of Dematerialization of the Company's shares on either of the Depositories mentioned as aforesaid.

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this Board's Report.

The Company is engaged in the industry of providing services and not manufacturing of any goods, hence is a non-pollutant Company, however it has a deep concern for the protection and sustainability of environment owing to which it intends to be actively involved in activities for protection of environment. The Company emphasizes on reducing dependence on paper communications and encourages use of electronic means of communication which serves towards environmental protection and sustainable growth.

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review:-

Company has not granted any stock option or issue sweat equity shares.

Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's operation in future.

Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can bene cially hold shares as envisaged under Section 67(3)(c) of the Companies Act, 2013).

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending March 31, 2023.

No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of your Company.

There was no one time settlement of loan obtained from the Banks or Financial Institutions.

The Board of Directors would like to place on record their gratitude for the guidance and co-operation extended by Reserve Bank of India and the other regulatory authorities. The Board takes this opportunity to express their sincere appreciation for the excellent patronage received from the Banks and Financial Institutions and for the continued enthusiasm, total commitment, dedicated efforts of the executives and employees of the Company at all levels. We are also deeply grateful for the continued confidence and faith reposed on us by all the Stakeholders including Shareholders.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section

(1) of Section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

Percentage increase in Remuneration of Non-Executive Directors doesn't apply as no remuneration/sitting fee/commission is paid to them.

III. The Percentage increase in the median remuneration of employees in the financial year: During the financial year there is 108.44% increase in the median remuneration of the employees.

IV. The Number of permanent employees on the rolls of the Company as on 31.03.2023: 7 (Seven)

There was average percentile increase of 155.49% in salaries of employees other than the managerial personnel in the last financial year. Further there was no percentage increase in remuneration of managerial personnel in the financial year; therefore no justification is required to be disclosed.

The Board affirms remuneration is as per remuneration policy of the Company.

(Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014)

(Information in respect of each subsidiary to be presented with amounts in Lakhs)

1. Names of subsidiaries which are yet to commence operations: -Viji Housing Finance Limited is yet to commence operations at the end of financial year 31.03.2023.

2. Names of subsidiaries which have been liquidated or sold during the year:- NIL

11/2, Usha Ganj, Jaora Compound

Indore (M.P.)-452001

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by VIJI FINANCE LIMITED (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit. I hereby report that in my opinion, the company has, during the audit period covering 1st April, 2022 to 31st March, 2023 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by VIJI FINANCE LIMITED for the financial year ended on 31st March, 2023 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial borrowings; (not applicable to the company during the audit period);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI

Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (not applicable to the company during the audit period);

(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (not applicable to the company during the audit period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (not applicable to the company during the audit period);

(h) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 (not applicable to the company during the audit period);

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 as amended from time to time.

(vi) I have relied on the representation made by the Company and its officers for systems and mechanism formed by the Company for compliances under other applicable Acts, laws and Regulations to the Company on test check basis. The Rules, Regulations and Guidelines issued by the Reserve Bank of India as are applicable to Non Banking Financial Companies which are specifically applicable to the Company viz.,

1. The Reserve Bank of India Act, 1934.

2. Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016.

3. Non-Banking Financial Company Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016.

4. Non-Banking Financial Companies Auditor's Report (Reserve Bank) Directions, 2016.

5. Guidelines on Corporate Governance issued by Reserve Bank of India for NBFCs.

6. Non-Banking Financial Company Returns (Reserve Bank) Directions, 2016.

7. Prevention of Money Laundering Act, 2002

I have also examined compliance with the applicable clauses of Secretarial Standards on Meeting of Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2), issued by The Institute of Company Secretaries of India.

I further report that I have not reviewed the applicable financial laws (direct and indirect tax laws), Accounting standards, since the same have been subject to review and audit by the Statutory Auditors of the Company.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to following observations:

1. The Company has submitted periodical compliances through web Portal of Calcutta Stock Exchange after prescribed time line for quarter June 2022 and September 2022.

2. The Company has submitted Un-audited Financial results for the quarter ended 30th June, 2022 to the National Stock Exchange of India Limited after prescribed time line, however submitted on same day.

3. Pursuant to Para 5 of SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/70 May 25, 2022, the Company has not taken any contingency insurance policy to meet out the risk arising out of issuance of duplicate securities

4. The Company has paid the Annual Listing fee to BSE/NSE/CSE for FY 2022-23 after prescribed time line. I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of Board of Directors that took place during the year under review were carried out in compliance with the provisions of the Act.

Adequate notice was given to all the directors to schedule the Board Meetings; agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings were carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, the company has not undertaken event/action having a major bearing in the company's affair in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred above except Board of Director of the Company in their meeting held on 04th November, 2022 approved Fund raising of an amount not exceeding Rs. 49 Crores (Rupees Forty Nine Crores only), through a Right issue to the eligible equity shareholders of the Company however terms and conditions of the Rights Issue, including deciding on the record date, determining the rights issue price, right entitlement ratio, timing and terms of payment, appointment of intermediaries and other related matters are still pending.

Note: This report is to be read with our letter of even date which is annexed as Annexure herewith and forms an integral part of this report.

To,

The Members,

11/2, Usha Ganj, Jaora Compound,

Indore (M.P.)-452001

My report of event date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. I believe that the processes and practices followed by me provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.