Directors Report of Manba Finance Ltd.

Your Directors are pleased to present herewith the 30^th Annual Report on the business, operations and state of affairs of the
Company together with the audited accounts of your Company for the Financial Year ended 31^st March, 2026.

FINANCIAL SUMMARY

The financial performance of your Company for the year ended 31^st March, 2026 is summarised below:

The Financial Statements of the Company have been prepared
in accordance with the Indian Accounting Standards ("Ind AS")
notified under Section 133 of the Companies Act, 2013 ("the Act")
read with the Companies (Indian Accounting Standards) Rules,
2015 and Companies (Indian Accounting Standards) Amendment
Rules, 2016 In addition, the guidance notes/ announcements
issued by the Institute of Chartered Accountants of India (ICAI)
are also applied along with compliance with other statutory
promulgations require a different treatment.

During the financial year under review, the Company maintained
a steadfast focus on its core lending activities, delivering robust
financial growth. We posted a total income of H33,019.44 lakhs
and a net profit of H4,535.64 lakhs, compared to H25,096.94
lakhs and H3,780.25 lakhs, respectively, in the previous year.

HIGHLIGHTS/PERFORMANCE OF THE COMPANY

During the year under review, the Company continued to
strengthen its business through strategic partnerships,
digital initiatives, and geographic expansion. The Company
entered into Business Correspondent partnerships with
Prosperity, Fincooper, Omraj, BT Finance Private Limited, EV
Finserv Private Limited and Ins-Lab Private Limited, thereby
enhancing its business reach and customer access. The
Company launched instant loan disbursement through Juspay,
implemented Straight Through Processing (STP) for used two¬
wheeler loans, and integrated DigiLocker for seamless loan
documentation, resulting in improved operational efficiency
and customer experience. Further, the Company signed a
strategic Memorandum of Understanding with TVS Motor
Company to become the preferred financier for TVS three¬
wheeler vehicles across India. The Company also strengthened
its funding profile, expanded its dealer network, achieved its

highest-ever seasonal disbursement, crossed the milestone
of one million customers, and continued to invest in branch
expansion to support future growth.

THE PROPOSED AMOUNTS TO CARRY TO ANY RESERVES
(Section 134 (3j))

Pursuant to section 45-IC(1) of Reserve Bank of India (''RBI'')
Act, 1934, every Non-Banking Financial Company (''NBFC'') is
required to transfer a sum not less than 20% of its net profit
every year to reserve fund. Accordingly, for the year under
review, the Company has transferred an amount of H907.13
lakhs to its Reserve Fund. Pursuant to provisions of Companies
Act, 2013 (the ''Act'') read with relevant rules thereunder,
the Company, being an NBFC, is exempt from transferring
any amount to debenture redemption reserve in respect of
privately placed debentures. However, the Company maintains
sufficient liquidity margin to fulfil its obligations arising out of
debentures. In case of secured debentures, an asset cover of
over 100% is always maintained.

Capital Adequacy Ratio: The Capital to Risk Asset Ratio |CRAR|
as on March 31, 2026 stood at 24.46%.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy of the Company approved by
the Board of Directors ("Board") is in line with the Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations")
and RBI regulations. The policy is available on the website of
the Company at https://www.manbafinance.com/investors.
Please refer to the section, ''Policy Compendium'' for accessing
the policy.

DIVIDEND
Final Dividend

The Board has recommended a final dividend of H0.25 per
equity share (i.e. 2.5%) having a face value of H10/- each for
the Financial Year 2025-26, subject to the approval of the
Members at the ensuing Annual General Meeting. Accordingly,
the total dividend for the Financial Year 2025-26 aggregates
to H1 /- (Rupee One Only) per equity share.

Interim Dividend:

During the Financial Year 2025-26, the Board of Directors
declared an First Interim Dividend of H0.50 per equity share (5%)
having a face value of H10/- each. The First Interim Dividend
was paid to the eligible shareholders whose names appeared
in the Register of Members/beneficial owners as on the record
date, i.e. November 21, 2025.

Further during the Financial Year 2025-26, the Board of Directors
declared an Second Interim Dividend of H0.25 per equity share
(2.5%) having a face value of H10/- each. The interim dividend
was paid to the eligible shareholders whose names appeared
in the Register of Members/beneficial owners as on the record
date, i.e. February 06, 2026.

STATE OF COMPANY''S AFFAIRS

The Company is engaged in the business of providing tailored
financial solutions for Two Wheelers, Three Wheelers, Used
Cars, Small Business Loans, and Personal Loans.

The operating and financial performance of the Company has been
given in the Management Discussion and Analysis Report which
forms part of this Annual Report. During the year under review, there
has been no change in the nature of business of the Company.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND
PROTECTION FUND

During the year under review and in terms of the provisions of
the Act, the Company was not required to transfer any funds
to Investor Education and Protection Fund (IEPF).

SHARE CAPITAL

The Authorised Share Capital of the Company is H55,00,00,000/-
(Rupees Fifty Five Crores Only) consisting of 5,49,00,000 (Five
Crore, Fourty Nine Lakhs) equity shares of H10/- (Rupees Ten
Only) each and 1,00,000 (One Lakh) preference shares of H10/-
(Rupees Ten Only) each.

The issued, subscribed and paid-up Equity Share Capital of the
Company is H50,23,94,100 /- (Rupees Fifty Crore, Twenty Three
Lakhs, Ninety Four Thousand, One Hundred Only) divided into
5,02,39,410 (Five Crore, Two Lakhs, Thirty Nine Thousand, Four
Hundred and Ten) equity shares of H10/- (Rupees Ten Only) each
as on March 31, 2026.

During the year under review, the Company has neither
issued shares with differential rights as to dividend, voting
or otherwise, nor has issued sweat equity, as on 31^st March,

¦

2026, none of the Directors of the Company holds instruments
convertible into Equity Shares of the Company.

Credit Rating

During the year under review, there have been no changes to
the credit ratings assigned to the Company in FY25. Further
during the year under review, CARE Ratings Limited ("CARE")
have reviewed and reaffirmed the ratings as stated below:

FUND RAISING

During the year under review, the Company met its funding
requirements through issue of Non-Convertible Debentures,
borrowings from banks and financial institutions, Securitisation
Borrowings (PTC),

During the year under review, the net borrowings saw an
increase of H326.62 Crore vis-a-vis an increase of H244.57 Crore
in the previous year. The aggregate debt outstanding as on
March 31, 2026 was H1,548.70 Crore.

During the year, there have been no instances of one-time
settlement with any bank or financial institution.

No interest payment or principal repayment of the Term Loans/
NCD''s was due and unpaid as on March 31, 2026. The assets
of the Company which are available by way of security are
sufficient to discharge the claims of the banks and financial
institutions as and when they become due.

The Company had not received any grievance from the debt
security holders during the year under review. The Debt
securities are listed on Wholesale Debt Market (WDM) segment
of the BSE Limited

RBI REGISTRATION

The Company is a Non-Banking Financial Company registered
with Reserve Bank of India, bearing reference number 13.00610
dated April 07, 1998.

DEPOSITS

The Company being a non-deposit taking Non-Banking Financial
Company ("NBFC"), has not accepted any deposits from the
public during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2026, the composition of the Board is in
compliance with the applicable provisions of the Section 149
of the Companies Act, 2013, ("Act"), and Regulation 17 of the
SEBI Listing Regulations and the rules framed thereunder,
guideline(s) issued by the Reserve Bank of India and other
applicable laws inter alia with respect to appointment of
women director, non-executive director(s) and independent
director(s).

As on March 31, 2026, the Board of Directors of the Company
are as follows:

KEY MANAGERIAL PERSONNEL ("KMPs")

There was no change in the KMPs of the Company during the
year under review. As on March 31, 2026, the Company had
the following KMPs as on March 31, 2026, the Key Managerial
Personnel of the Company are as follows:

Directors retiring by Rotation:

Ms. Nikita Shah, Executive Director shall retire by rotation and
being eligible, offers her candidature for reappointment as
per the provisions of the Act, at the ensuing Annual General
Meeting of the Company

Declaration by Directors

All Independent Directors have submitted the declaration of
independence, pursuant to the provisions of Section 149(7) of
the Act and Regulation 25(8) of the SEBI Listing Regulations,
stating that they meet the criteria of independence as provided
in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI

Listing Regulations and they are not aware of any circumstance
or situation, which exist or may be reasonably anticipated,
that could impair or impact his/ her ability to discharge his/
her duties with an objective independent judgment and without
any external influence

None of the Director of the Company are disqualified from
being appointed as a Director, continue to act as a Director, as
specified under section 164(1) and 164(2) of the Act read with
Rule 14(1) of the Companies (Appointment and Qualification of
Directors) Rules, 2014 (including any statutory modification(s)
and or re-enactment(s) thereof for the time being in force) or
are debarred or disqualified by the Securities and Exchange
Board of India ("SEBI"), Ministry of Corporate Affairs ("MCA") or
any other such statutory authority.

All the Directors of the Company have confirmed that they
satisfy the ''fit and proper'' criteria as prescribed under Reserve
Bank of India (Non-Banking Financial Companies Governance)
Directions, 2025.

All members of the Board and Senior Management have
affirmed compliance with the Code of Conduct for Board and
Senior Management for the financial year 2025-26. Each of the
Directors of the Company have confirmed that he / she is not
debarred from holding the office of director by virtue of any
order by SEBI or any other authority.

Further, based on these disclosures and confirmations, the
Board is of the opinion that the Directors of the Company are
distinguished persons with integrity and have necessary
expertise and experience to continue to discharge their
responsibilities as the Director of the Company

DIRECTOR E-KYC

Pursuant to the requirement prescribed under the Companies
(Appointment and Qualification of Directors) Rules, 2014, the
Directors with active Director Identification Number (''DIN'')
need to file an eForm DIR-3 KYC annually on the MCA portal
verifying their mobile number and personal e-mail address.
All the Directors of the Company have complied with the KYC
registration on the MCA portal for the FY 2025-26.

The Ministry of Corporate Affairs (MCA) revised the director KYC
process, replacing the annual filing with a once every three
financial years, requirement starting March 31, 2026. Under this
new, unified framework, directors must complete the DIR-3 KYC
Web filing by June 30 of the designated third year, although
personal information updates must still be reported within
30 days.

Familiarisation Programme for Independent Directors

The Company has familiarised the Independent Directors with
the Company, their roles and responsibility in the Company,
nature of industry in which the Company operates, business
model of the Company, etc.

They are also updated on all business-related issues and new
initiatives. Regular presentations and updates on relevant

statutory changes encompassing important laws are made and
circulated to the Directors. Such familiarisation programmes
help the Independent Directors to understand the Company''s
strategy, business model, operations, markets, organisation
structure, risk management etc. and such other areas as may
arise from time to time.

The policy on the familiarisation programmes imparted to the
Independent Directors is posted on the website of the Company
and may be accessed at: www.manbafinance.com

POLICY ON APPOINTMENT OF DIRECTORS AND SENIOR
MANAGEMENT PERSONNEL

In terms of Section 178 of the Companies Act, 2013 read with
rules framed thereunder and the RBI Master Directions, as
amended, your Company has adopted, ''Policy on "Fit & Proper"
Person Criteria'' for appointment of Directors and Senior
Management Personnel of the Company which forms part of
Nomination & Remuneration Policy of the Company. The said
Policy is available on the website of the Company at: www.
manbafinance.com

BOARD MEETINGS

During the year under review Nine (9) meetings of the Board
were held. The dates, attendance of the Directors and other
details of the meetings are given in the Report on Corporate
Governance Report. The necessary quorum was present at
all the meetings. The maximum interval between any two
meetings did not exceed 120 days, as prescribed by the Act
and Listing Regulations.

Further, the details of composition of the committees, dates of
the meeting of the committee, attendance at the meeting and
other details are given in the Report on Corporate Governance
Report forms part of the Board''s Report.

BOARD COMMITTEES

Your Company has nine Board Level Committees - Audit
Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee, Corporate Social
Responsibility, Risk Management Committee, Asset Liability
Management Committee, Information Technology Strategy
Committee, Independent Director Committee, and Grievance
Redressal Committee.

The details of the role and composition of these Committees,
including the number of meetings held during the financial
year and attendance at these meetings are provided in
the Corporate Governance Section of the Annual Report.
Further, the functions, roles & responsibilities and terms of
reference of these committees are included in the Corporate
Governance Code available on the Company''s website at www.
manbafinance.com

BOARD EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing
Regulations, the Board has carried out an annual evaluation of
its own performance, performance of the Directors individually
and the Committees of the Board. A structured questionnaire
designed for the performance evaluation of the Board, its
Committees, Chairperson and Individual Directors and in
accordance with the criteria set and covering various aspects
of performance including structure of the board, meetings of
the board, functions of the board, role and responsibilities of
the board, governance and compliance, conflict of interest,
relationship among directors, director competency, board
procedures, processes, functioning and effectiveness was
circulated to all the directors of the Company for the annual
performance evaluation. The performance of the Board as
whole was assessed on selected parameters related to Board
Composition & Quality, Board Meetings and Procedures, Board
Development, Board Strategy and Risk Management, Board and
Management Relations, Stakeholder value and responsibility.

Based on the assessment of the responses received to the
questionnaire from the directors on the annual evaluation of
the Board, its Committees, the Chairperson and the individual
Directors, a summary of the Board Evaluation was placed before
the meeting of the Independent Directors for consideration.

Similarly, the Board at its meeting assessed the performance
of the Independent Directors. The Directors were satisfied with
the results of the performance evaluation of the Board & its
Committees, Chairperson and Individual Directors.

The details of evaluation process of the Board, its Committees,
Chairman and individual Directors have been disclosed in the
Corporate Governance Report forming part of this Annual Report.

ANNUAL RETURN

The Annual Return in Form MGT-7 as required under Section
92(3) of the Act is available on the website of the Company
at https://www.manbafinance.com/investors (click - Annual
Return).

THE REMUNERATION POLICY, DISCLOSURE OF REMUNERATION
& PARTICULARS OF EMPLOYEES

Section 178 of the Companies Act, 2013 and Regulation 19
read with Part D of Schedule II of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 require the
Nomination and Remuneration Committee ("NRC") to formulate
a policy relating to the remuneration of Directors, Senior
Management Personnel ("SMP"), Key Managerial Personnel
("KMP") and other employees of the Company, and recommend
the same to the Board for approval.

Further, pursuant to the requirements prescribed under the
Reserve Bank of India (Non-Banking Financial Companies
- Governance) Directions, 2025, the Company is required to
establish a Board-approved Compensation Policy. Accordingly,
the Company has adopted a comprehensive Compensation

Policy to ensure alignment of remuneration practices with
regulatory requirements, performance objectives, risk
management framework and long-term sustainable growth of
the Company.

In view of the aforesaid, the Board has, based on the
recommendation of the NRC of the Company, approved the
Policy which is available on the website of the Company. The
said Policy is available on the website of the Company at www.
manbafinance.com.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the existing nature of business
and operations of the Company during the year under review.

MAINTENANCE OF COST RECORD

The Company is not required to maintain cost records in terms
of Section 148(1) of the Companies Act, 2013.

AUDITORS

I) Statutory Auditors

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139(2) of the Act
and the rules made thereunder and RBI requirements, the
Members at their Twenty Ninth AGM held on September
27, 2025, had appointed M/s KRSHNA and Associates,
Chartered Accountants (ICAI Firm Registration Number:
122950W) as the Statutory Auditors of the Company for a
term of 3 (three) years, i.e., from the conclusion of Twenty
Ninth AGM till the conclusion of the Thirty Second AGM.

STATUTORY AUDITORS'' REPORT

The Auditors'' Report to the Members for the year under
review is unmodified. The notes to the accounts referred
to in the Auditors'' Report are self-explanatory and
therefore do not call for any further clarifications under
Section 134(3)(f) of the Act.

II) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies
Act, 2013 read with Rule 13 of the Companies (Accounts)
Rules, 2014, and in compliance with the applicable
provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has
appointed M/s. Hiran Surana & Associates LLP Chartered
Accountants, (FRN: W100903) as an Internal Auditor to
independently monitor and evaluate the adequacy and
effectiveness of its internal control framework. The
Internal Auditor reviews compliance with established
operating procedures, accounting policies, statutory and
regulatory requirements, and internal policies across the
Company''s operations. The significant observations and
recommendations of the Internal Auditor, together with
the status of corrective actions, are periodically reviewed
by the Audit Committee.

III) Secretarial Auditors

SECRETARIAL AUDITORS:

Pursuant to provisions of Section 204 of the Act and The
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014and Regulation 24A of the SEBI
Listing Regulations the Company had appointed M/s. Ronak
Jhuthawat & Co., Practicing Company Secretaries (Firm
Registration Number: P2025RJ104300), as the Secretarial
Auditor of the Company for a term of five years, i.e., from
FY2025-26 up to FY2029-30.

The Secretarial Auditor has confirmed that they have
subjected themselves to Peer Review process by the
Institute of Company Secretaries of India ("ICSI") and hold
valid certificate issued by the Peer Review Board of ICSI.

SECRETARIAL AUDITOR''S REPORT

The Secretarial Audit Report for the year under review confirming
compliance by the Company with the Act (including circulars
issued thereunder) and applicable regulations and circulars
/ guidelines / directions issued by SEBI and RBI is appended
as Annexure IV to the Board''s Report. The Secretarial Audit
Report does not contain any qualification, reservation, adverse
remark or disclaimer. The Report contains an observation
regarding the filing of e-Form ADT-1 under the category of
"Casual Vacancy" due to an inadvertent procedural error, which
resulted in technical limitations in filing a subsequent e-Form
ADT-1 pursuant to the shareholders'' approval obtained at the
Annual General Meeting.

The Board has noted the observation of the Secretarial Auditor
regarding the procedural error in filing e-Form ADT-1. The said
error was technical in nature and did not affect the validity
of the appointment of the Statutory Auditor. The Company
has taken appropriate steps to ensure due care in future
statutory filings.

REPORTING OF FRAUDS BY AUDITORS

There were no frauds reported by the Auditors of the Company
under Section 143(12) of the Act to the Audit Committee ("AC").

SUBSIDIARIES / JOINT VENTURE / ASSOCIATE COMPANIES

Your Company does not have any Subsidiary, Joint Venture
or Associate Companies in accordance with the provisions
of the Act, and hence, disclosure regarding the same is not
applicable. However, the Company is an Associate Company of
Manba Investments and Securities Private Limited.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, the
Board of Directors confirm that, to the best of its knowledge
and belief:

i. In the preparation of the annual accounts for financial
year ended 31^st March, 2026, the applicable accounting
standards have been followed and there are no material
departures in adoption of these standards.

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 31^st March, 2026 and of the profit of the Company for
the year ended on that date.

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
for financial year ended 31^st March, 2026 on a ''going
concern'' basis.

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

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

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards i.e.
SS-1 and SS-2, relating to ''Meetings of the Board of Directors''
and ''General Meetings'', respectively issued by the Institute of
Company Secretaries of India.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has an Internal Control System which is
commensurate with the size, scale and complexity of its
operations. The Internal Auditor monitors the efficiency and
efficacy of the internal control systems in the Company,
compliance with operating systems/accounting procedures
and policies of the Company. Significant audit observations
and corrective actions thereon are presented to the Audit
Committee of the Board. Testing of such systems forms a part
of review by the Internal Audit team function. The Internal Audit
Department plays a pivotal role in strengthening the Company''s
Governance, Risk and Compliance framework by undertaking
independent, objective and systematic evaluations. Through
its comprehensive assessments, the IAD supports effective
risk management, enhances internal controls, promotes
transparency and accountability, and reinforces stakeholder
confidence in the Company''s operations.

The efficacy and adequacy of the internal control system in
the Company to ensure that financial reports are reliable,
operations are effective and efficient and activities comply
with applicable laws and regulations.

Based on the report of the internal audit function, process
owners undertake preventive and corrective action, if any, in
their respective areas and thereby strengthen the controls.
Significant audit observations and preventive and corrective

actions thereon are presented to the Audit Committee of the
Company from time to time.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company believes that Corporate Social Responsibility
(CSR) is an integral part of its commitment to sustainable and
inclusive growth. Through its CSR initiatives, the Company
seeks to create lasting social value by contributing to the
overall development and well-being of the communities in
which it operates.

The Company''s CSR initiatives are primarily focused
on promoting education and empowering individuals,
particularly children, youth and underprivileged sections
of society. By supporting access to quality education, skill
development and learning opportunities, the Company
aims to foster self-reliance, enhance employability and
enable sustainable socio-economic progress. The Company
collaborates with credible implementation partners and
community-based organisations to ensure that its CSR
programmes create meaningful, measurable and long¬
term impact.

The Company''s CSR initiatives are undertaken in accordance
with the provisions of Section 135 of the Companies Act, 2013
read with Schedule VII thereto and the Companies (Corporate
Social Responsibility Policy) Rules, 2014, as amended from
time to time. The CSR projects undertaken during the year are
aligned with the applicable statutory requirements and are
implemented in compliance with the notifications, circulars
and guidelines issued by the Ministry of Corporate Affairs (MCA)
from time to time.

The brief outline of the Company''s Corporate Social
Responsibility (CSR) Policy, including the overview of CSR
programmes proposed to be undertaken, composition of the
CSR Committee, average net profits of the Company for the
preceding three financial years, prescribed CSR expenditure
and details of the amount spent on CSR activities during
the financial year, are provided in Annexure V to this
Report, as required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014, as amended from time
to time.

Further, the Corporate Social Responsibility Policy of the
Company, as approved by the Board of Directors, is available
on the website of the Company at: www.manbafinance.com

During the financial year 2025-26, the Company has spent an
amount of H75.00 Lakhs towards CSR activities in accordance
with the applicable provisions of the Companies Act, 2013 read
with the Companies (Corporate Social Responsibility Policy)
Rules, 2014, as amended from time to time

WHISTLE BLOWER / VIGIL MECHANISM

During the reporting financial year, the Company reviewed
Whistle Blower Policy and established the necessary vigil
mechanism for Directors and Employees to report concerns
about unethical behaviour. The mechanism provides for

adequate safeguards against victimisation. The Whistle Blower
Policy has been placed on the website of the Company at www.
manbafinance.com

This vigil mechanism of the Company is overseen by the Audit
Committee and provides adequate provisions protecting
Whistle blowers from unfair termination and other unfair
prejudicial and employment practices.

During the year under review, the Company has not received
any whistle blower complaint.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The loan made, guarantee given or security provided in the
ordinary course of business by a NBFC registered with Reserve
Bank of India are exempt from the applicability of provisions of
Section 186 of the Act. As the Company being a NBFC registered
with RBI the restrictions contained in the said provisions are
not applicable to the Company. During the year under review the
Company has invested surplus funds in various securities in
the ordinary course of business. For details of the investments
of the Company refer to Note No. 9 of the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES AND POLICY ON RELATED PARTY
TRANSACTIONS

The Company has adopted a policy on related party transactions
for the purpose of identification, monitoring and approving of
such transactions. Policy on Related Party Transactions is
placed on the website of the Company at www.manbafinance.
com under policy section.

All RPTs that were entered into during FY26 were on an arm''s
length basis and in the ordinary course of business and
disclosed in the Financial Statements. There were no materially
significant RPTs made by the Company with Promoters,
Directors, KMPs or Body Corporate(s), which had a potential
conflict with the interest of the Company at large. Accordingly,
the disclosure of RPTs as required under the provisions of
Section 134(3)(h) of the Act in Form AOC-2 is not applicable.
The Directors draw attention of the Members to notes to the
Financial Statements which sets out related party disclosure

RISK MANAGEMENT

The Company has established a robust Risk Management
Framework to identify, assess, mitigate and monitor various
risks arising from its business operations. The Board members
are periodically apprised of the Company''s risk assessment
and risk minimisation processes, ensuring that appropriate
management controls are implemented through a well-
designed framework. The Audit Committee and the Board are
regularly updated on the proceedings and key deliberations of
the Risk Management Committee (RMC).

As the Company continues to pursue its business objectives
and growth aspirations, it remains exposed to various risks,
including credit risk, market risk, liquidity risk, climate risk,

transition risk, model risk, reputational risk, strategic risk
and operational risk. The Company continuously monitors and
manages these risks through appropriate policies, processes
and controls. Detailed disclosures relating to these risks are
provided in the Management Discussion and Analysis and
Corporate Governance sections of this Report.

HUMAN RESOURCE

Human capital continues to be a strategic lever for the Company,
given the scale and frontline-intensive nature of operations.
The Company continues to adopt a culture-first approach
by hiring for values and training for skills. This ensures that
scale is supported by a strong and consistent institutional
ethos across geographies. Being a service industry, the key
resource is manpower. Your Company emphasises on imparting
effective and continual training to its employees in a planned
and systematic manner, to acquire and sharpen capabilities
required to perform various functions associated with their
present/ expected future roles in the business of the Company.
Human Resource Management plays a very important role in
realising the Company''s objective. The Company is managed by
the active involvement of the promoters along with strategic
inputs from a well-diversified and competent board. As on
March 31, 2026 the company had 1802 employees on its rolls
at various organisational levels.

HR policies and processes are designed to be employee
centric, transparent and governance-led. During the year,
these were further strengthened and aligned to evolving
business and regulatory requirements, supported by
enhanced oversight and standardisation across the
organisation. The Company has also progressed on
technology-enabled and data-driven HR management,
improving efficiency across the employee lifecycle and
enabling better visibility for decision-making. A strong
emphasis continues on performance-linked incentives and
rewards, reinforcing a clear linkage between outcomes,
process adherence and portfolio quality, thereby promoting
a culture of accountability and sustainable growth.

The Company remains committed to capability building, and
inclusive practices, while maintaining robust compliance
and governance standards across all aspects of human
capital management.

PARTICULARS OF EMPLOYEES

The details required under the provisions of Section 197(12)
of the Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, as
amended from time to time, containing inter-alia, the ratio of
remuneration of each Director and Key Managerial Personnel to
the median employee''s remuneration is enclosed as Annexure
III to this Report

In terms of second proviso to Section 136 of the Act, the Report
and accounts are being sent to the Members and others entitled
thereto, excluding the information on employees'' particulars

as required pursuant to provisions of Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. The said information is available for
inspection by the Members

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING
THE FINANCIAL POSITION OF THE COMPANY

There are 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 this Report.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintaining the highest
standards of Corporate Governance, which form the foundation
for sustainable growth and long-term value creation for
shareholders and other stakeholders. Its governance framework
is based on the principles of accountability, transparency,
integrity, fairness, and professionalism.

The Board of Directors is committed to adopting best
governance practices and periodically reviews the Company''s
policies, processes, and management systems to ensure
effective oversight, accountability, and compliance with
applicable laws and regulations.

The report on Corporate Governance for the year under
review, is forming a part of the Board''s Report and the same
is prepared in accordance with SEBI Listing Regulations and
other applicable regulations, if any. The certificate from the
Secretarial Auditor of the Company confirming compliance with
the conditions of corporate governance is appended to the
Corporate Governance Report as Annexure I.

MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis is annexed herewith
as Annexure II to this Report.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Policy on Prevention, Prohibition
and Redressal of Sexual Harassment of Women at Workplace
("POSH policy"). Further, the Company has constituted an
Internal Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013,
where complaints in the nature of sexual harassment can be
registered. Appropriate reporting mechanisms are in place for
ensuring protection against sexual harassment and the right
to work with dignity. The POSH policy is available on the website
of the Company at:https://www.manbafinance.com/

During the year 2025-26, the Company received zero complaint
of sexual harassment. As on March 31, 2026 no complaints
related to sexual harassment are pending for disposal.

Disclosure of Complaints under the Sexual Harassment of
Women at Workplace Act, 2013.

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

a) Conservation of energy

The Company is engaged in the financial services sector
and therefore conservation of energy, technology
absorption etc. have a limited application. However, the
Company follows a practice of purchase and use of energy
efficient electrical and electronic equipment and gadgets
in its operations.

b) Technology absorption

During the period under review there was no major
technology absorption undertaken by the Company.

c) Foreign Exchange Earnings and Outgo

The particulars regarding foreign exchange earnings
and outgo appear as separate item in the notes to the
Financial Statements. Since the Company does not carry
any manufacturing activities, particulars to be disclosed
with respect to conservation of energy and technology
absorption under section 134(3) (m) of the Companies
Act, 2013 read with Companies Accounts Rules, 2014 are
not applicable.

COMPLIANCES OF RBI GUIDELINES

The company continues to comply with the applicable
regulations and guidelines issued by the Reserve Bank of
India ("RBI") from time to time, as applicable to a Non- Banking
Financial Companies. The company has submitted returns with
RBI on timely basis. Your Company is categorised as NBFC in
Middle layer (NBFC-ML) and it continues to be under the same
category till the date of this report, under the Reserve Bank
of India (Non-Banking Financial Companies - Registration,
Exemptions and Framework for Scale Based Regulation)
Directions, 2025 (RBI/DOR/2025-26/339 dated November 28,
2025) and has complied with and continues to comply with all
the applicable regulations and directions of the RBI.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND THE COMPANY''S OPERATIONS
IN FUTURE

There are no significant and material orders passed by the
regulators or courts or tribunals that would impact the going
concern status of the Company and its future operations.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity
Benefit Act, 1961, including all applicable amendments and
rules framed thereunder. The Company is committed to
ensuring a safe, inclusive, and supportive workplace for women
employees. All eligible women employees are provided with
maternity benefits as prescribed under the Maternity Benefit
Act, 1961, including paid maternity leave, nursing breaks, and
protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in
recruitment or service conditions on the grounds of maternity.
Necessary internal systems and HR policies are in place to
uphold the spirit and letter of the legislation.

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

There were no instances where the Company required the
valuation for one time settlement or while taking the loan from
the Banks or Financial institutions.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation
and gratitude to all stakeholders who have contributed to
the growth and success of the Company during the year.
The Company''s achievements and milestones have been

made possible through the collective efforts, dedication and
continued support of its various stakeholders.

The Directors express their heartfelt gratitude to the
shareholders, customers, debenture holders, debenture
trustees, lenders, financial institutions and the Company''s
bankers for their continued trust, confidence and valuable
association. The Directors also acknowledge the support and
guidance extended by the Reserve Bank of India, Securities and
Exchange Board of India, BSE Limited, National Stock Exchange
of India Limited, Ministry of Finance, Ministry of Corporate
Affairs, Registrar of Companies, Insurance Regulatory and
Development Authority of India, Credit Rating Agencies and
other Government and statutory regulatory authorities.

The Directors recognise the importance of the continued
cooperation and support received from all stakeholders, which
has enabled the Company to overcome challenges, pursue new
opportunities and deliver sustainable value.

The Directors also place on record their deep appreciation for
the commitment, dedication and perseverance demonstrated
by all employees of the Company. Their hard work,
professionalism and continued efforts have been instrumental
in driving operational excellence, strengthening the Company''s
performance and contributing significantly to its growth and
success. The Directors look forward to their continued support
and commitment in the journey ahead.

For and on behalf of the Board
Manba Finance Limited

Sd/- Sd/-

Manish K. Shah Monil M. Shah

Managing Director Whole-Time Director

DIN: 00979854 DIN: 07054772

Date: 18.08.2026
Place: Mumbai

Your Directors are pleased to present their 28^th Annual Report the business, operations and state of affairs of the Company together with the audited accounts of your Company for the Financial Year ended 31^st March, 2024.

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

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The financial performance of your Company for the year ended 31^st March, 2024 is summarised below:

The financial statements for the financial year under review, forming part of this Annual Report, have been prepared in accordance with IND-AS notified under Section 133 of the Companies Act, 2013 (''the Act'') and the Master Directi on-Non-Banking Financial Company-Non-Deposit taking Company (Reserve Bank) Directions, 2016 dated September 1, 2016 (''RBI Directions'') as amended from time to time. During the financial year under review, our Company continued its focus on its lending activities and posted total income and net profit of C19,163.22 lakhs and C3,117.81 lakhs as against C13,384.89 lakhs and C1,521.42 lakhs, respectively, in the previous year.

THE PROPOSED AMOUNTS TO CARRY TO ANY RESERVES (section 134 (3j]]

Pursuant to section 45-IC(1) of Reserve Bank of India (''RBI'') Act, 1934, every non-banking financial company (''NBFC'') is required to transfer a sum not less than 20% of its net profit every year to reserve fund. Accordingly, for the year under review, the Company has transferred an amount of C623.56 lakhs to its Reserve Fund. Pursuant to provisions of Companies Act, 2013 (the ''Act'') read with relevant rules thereunder, the Company, being an NBFC, is exempt from transferring any amount to debenture redemption reserve in respect of privately placed debentures. However, the Company maintains sufficient liquidity margin to fulfil its obligations arising out of debentures. In case of secured debentures, an asset cover of over 100% is always maintained.

Capital Adequacy Ratio

The Capital to Risk Asset Ratio (CRAR) as on March 31, 2024 stood at 25.11%

OPERATIONAL REVIEW

During the financial year under review, your Company continued its focus on its business and posted total income and PBT of C 19,163.22 lakhs and C 3,865.16 lakhs against C 13,384.89 lakhs and C 2,101.84 lakhs respectively, in the previous year. Your Company transferred an amount of C 623.56 lakhs to Reserve Fund pursuant to Section 45-IC of the RBI Act, 1934.

DIVIDEND

Your Directors have recommended reinvesting the profits into the business of the Company in order to build a strong reserve base for the long-term growth of the Company. Your Company has formulated a Dividend payout policy as per the applicable regulations for bringing transparency in the matter of declaration of dividend and to protect the interest of investors. In line with the Company''s dividend payout policy and applicable regulations, your Directors have not recommended any dividend for fiscal 2024 (fiscal 2024: Nil).

STATE OF COMPANY''S AFFAIRS

The operating and financial performance of the Company has been given in the Management Discussion and Analysis Report which forms part of this Annual Report. During the year under review, there has been no change in the nature of business of the Company.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no amount lying w.r.t unpaid/unclaimed Dividend, the provisions of Section 125 of the Companies Act, 2013 does not apply. Further, there was no amount due to be

transferred to IEPF in respect to secured redeemable nonconvertible debentures and interest thereon by the Company.

SHARE CAPITAL

Increase in the share capital during the year under review, the paid-up share capital of the Company increased from C12,55,64,700 divided into 1,25,56,470 equity shares of C10/-each to C37,66,94,100 divided into 3,76,69,410 equity shares of C10/- each consequent to issue of 2,51,12,940 bonus equity shares of C10/- each. The issued, subscribed and paid-up Equity Share Capital as on 31^st March, 2024 was C37,66,94,100 comprising of 3,76,69,410 Equity Shares of the face value of C10/- each. The equity shares issued shall be rank pari-passu in all respect (including dividend) with the existing equity shares in the Company.

During the year under review, the Company has neither issued shares with differential rights as to dividend, voting or otherwise, nor has issued sweat equity, as on 31^st March, 2024, none of the Directors of the Company holds instruments convertible into Equity Shares of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board is in compliance with the applicable provisions of the Companies Act, 2013, ("Act") and the rules framed thereunder, guideline(s) issued by the Reserve Bank of India and other applicable laws inter alia with respect to appointment of women director, non-executive director(s) and independent director(s).

As on March 31, 2024, the Board of Directors of the Company are as follows:

The following changes in the Directors and Key managerial personnel took place during the year under review:

A. Change in Directors

• Appointment

a. Mr. Jay Mota (DIN: 03105256) who was appointed as an Additional Director of the Company from 13-022023, have been appointed as Whole-Time Director after shareholders approval in the AGM held on 30-09-2023.

b. Ms. Neelam Tater is appointed as an Independent Director In Extra Ordinary General Meeting held on 04-01-2024 pursuant to section 149 of Companies Act, 2013 for a term of five three consecutive years.

• Resignation

a. Mr. Kirit Shah had resigned from the directorship on 17-01-2024.

• Redesignation

a. Mr Anshu Shrivastava was appointed as Chairman on 17-01-2024.

b. Mr. Monil Shah, Mr. Jay Mota and Ms. Nikita Shah were redesignated as Whole Time Director on 28-12-2023.

B. Director(s) Liable to Retire by Rotation.

I n accordance with the provisions of the Companies Act, 2013 read along with the applicable Companies (Appointment and Qualification of Directors) Rules, 2014, Ms. Nikita M. Shah, retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for re-appointment.

C. Key Managerial Personnel

Mr. Manish K. Shah, Managing Director, Mr. Jay K. Mota, Chief Financial Officer and Ms. Bhavisha A. Jain, Company Secretary are the Key Managerial Personnel of the Company pursuant to the provisions of Section 203 of the Companies Act, 2013.

During the year under review, the composition of Key Managerial Personnel remains unchanged.

POLICY ON APPOINTMENT OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

In terms of Section 178 of the Companies Act, 2013 read with rules framed thereunder and the RBI Master Directions, as amended, your Company has adopted, ''Policy on "Fit & Proper" Person Criteria'' for appointment of Directors and Senior Management Personnel of the Company which forms part of Nomination & Remuneration Policy of the Company. The said Policy is available on the website of the Company viz. www. manbafinance.com

DIRECTOR(S) DISCLOSURE

Based on the declarations and confirmations received in terms of the applicable provisions of the Act, circulars, notifications

and directions issued by the Reserve Bank of India and other applicable laws, none of the Directors of your Company are disqualified from being appointed as Directors of the Company. The Company has received necessary declarations from the Independent Directors, affirming compliance with the criteria of independence laid under the provisions of Section 149(6) and sub rule 3 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 of the Act.

Your Board of Directors is of the Opinion that Independent Directors appointed / re-appointed during the year under review have the required integrity, expertise and experience (including the proficiency) as required under the applicable laws.

BOARD EVALUATION

Pursuant to provisions of the Companies Act, 2013, the Board has carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees of the Board of Directors.

A structured questionnaire designed for the performance evaluation of the Board, its Committees, Chairman and individual directors and in accordance with the criteria set and covering various aspects of performance including structure of the board, meetings of the board, functions of the board, role and responsibilities of the board, governance and compliance, conflict of interest, relationship among directors, director competency, board procedures, processes, functioning and effectiveness was circulated to all the directors of the Company for the annual performance evaluation. Based on the assessment of the responses received to the questionnaire from the directors on the annual evaluation of the Board, its Committees, the Chairman and the individual Directors, a summary of the Board Evaluation was placed before the meeting of the Independent Directors for consideration.

Similarly, the Board at its meeting assessed the performance of the Independent Directors. The Directors were satisfied with the results of the performance evaluation of the Board & its Committees, Chairman and individual directors.

The Board has completed the annual evaluation of its own performance, the individual Directors (including the Chairman) as well as an evaluation of the working of all Board Committees. The Board of Directors was assisted by the Nomination and Remuneration Committee ("NRC"). The performance evaluation was carried out by seeking inputs from all the Directors/ Members of the Committees.

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of Independent Directors of your Company was held on 11-07-2023 without the presence of the NonExecutive Chairman, the Managing Director, the Whole-time Director and the management team of the Company. The meeting was attended by all the Independent Directors.

COMPLIANCE MONITORING & REPORTING TOOL

In terms of provisions of Section 134(5)(f) of the Act, the Company has put in place a Compliance Management System for effectively tracking and managing critical action items related to regulatory and internal compliance requirements.

FINANCE & CREDIT RATINGS

Finance:

During the year under review, Your Company raised funds from various public/private sector banks, and financial institutions. The Company continued to borrow funds inter alia by issue of and Non-Convertible Debentures, term loan(s) from banks/ financial institutions etc. Details in this regard are stated and more particularly mentioned in the Audited Financial Statements.

DEBT SECURITIES:

The Company has issued listed and unlisted new Non- Convertible Debentures.

CREDIT RATING

The Company has been assigned A- by Acuite Ratings and Resarch Limited.

DEPOSITS

The Company being a "Non-Deposit Accepting Non-Banking Financial Company", provisions of Section 73 and Section 74 of the Act read with Rule 8(5)(v) & (vi) of the Companies (Accounts) Rules, 2014, are not applicable to the Company.

During the year under review, the Company had neither accepted nor held any deposits from the public and shall not accept any deposits from the public without obtaining prior approval from the Reserve Bank of India.

ANNUAL RETURN

Pursuant to the provisions of section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the company as on 31^st March, 2024 once prepared shall be disclosed on the Company''s website at www. manbafinance.com, Annual return as on 31^st March, 2024 in form MGT-7 shall be available on the website of the Company viz. www.manbafinance.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES AND POLICY ON RELATED PARTY TRANSACTIONS

The Company has not entered into any contracts or arrangements or transaction with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 which are not at arm''s length basis during the year under review. Policy on Related Party Transactions is placed on the website of the Company at www.manbafinance.com under policy section.

The details of material contracts or arrangement or transactions, report on arm''s length transactions entered into by the Company during the period attached to and forming part of this report and annexed to this report is given as Annexure II to this Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not made any investment through not more than two layers of investment companies during the year under review. Further your Company has not directly or indirectly

a) given any loan to any person or other body corporate other than usual advances envisaged in a contract of services or as a part ofordinary course of business, if any;

b) given any guarantee or provide security in connection with a loan to any other body corporate or person and

c| Foreign Exchange Earnings and Outgo

The particulars regarding foreign exchange earnings and outgo appear as separate item in the notes to the Financial Statements. Since the Company does not carry any manufacturing activities, particulars to be disclosed with respect to conservation of energy and technology absorption under section 134(3) (m) of the Companies Act, 2013 read with Companies Accounts Rules, 2014 are not applicable.

RISK MANAGEMENT

The Company prioritises risk management to protect the interest of customers, colleagues, shareholders, and the Company while ensuring sustainable growth. Our risk management framework aligns with industry standards, and a strong control framework forms the foundation for effective risk management. The Risk Management Committee identifies major risk classes, including Credit, Market, legal and regulatory, operational, liquidity, interest rate, cyber security, information technology, strategic, and economic risks. In today''s economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company''s risk management is embedded in the business processes.

Risk is everyone''s responsibility and every team member is required to comply with applicable laws, regulations, and Company policies. The Board holds management accountable for establishing and maintaining the right risk culture and effectively managing risk.

THE REMUNERATION POLICY, DISCLOSURE OF REMUNERATION S PARTICULARS OF EMPLOYEES

In terms of Section 178 of the Companies Act, 2013, your Board have adopted a ''Nomination and Remuneration Policy'' inter-alia setting out the criteria for deciding remuneration of Executive Directors, Non-Executive Directors, Senior Management Personnel and other Employees of the Company. The said Policy is available on the website of the Company at www.manbafinance.com

In terms of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures with respect to the remuneration of Directors, Key Managerial Personnel and Employees of the Company have been provided at Annexure to this Report.

In terms of Section 197 of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement relating to particulars of employees of the Company is available for inspection by the Members at the Registered Office of the Company during business hours on working days. A copy of this statement may be obtained by the Members by writing to the Company Secretary of the Company. The Board hereby confirm that the remuneration paid to the Directors is as per the Remuneration Policy of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Company''s Corporate Social Responsibility (CSR) activities are guided and monitored by its CSR Committee. The CSR Policy of the Company provides a broad set of guidelines including intervention areas. In the areas of preventive health care and promoting educations etc., Company has spent C 32,50,000 /- (Rupees Thirty Two Lakhs and Fifty Thousand) for CSR activities. A report Pursuant to Section 135 of the Act & Rules made thereunder is annexed to this report. The details of the same is enclosed as Annexure V to this Report as mandated under the said Rules. The Policy adopted by the Company on Corporate Social Responsibility (CSR) is placed on the website of the Company at www.manbafinance.com

WHISTLE BLOWER / VIGIL MECHANISM

During the reporting financial year, the Company reviewed Whistle Blower Policy and established the necessary vigil mechanism for Directors and Employees to report concerns about unethical behaviour. The mechanism provides for adequate safeguards against victimisation. The Whistle Blower Policy has been placed on the website of the Company at www. manbafinance.com.

This vigil mechanism of the Company is overseen by the Audit Committee and provides adequate provisions protecting Whistle blowers from unfair termination and other unfair prejudicial and employment practices.

During the year under review, the Company has not received any whistle blower complaint.

MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis is annexed herewith as Annexure I to this Report

CORPORATE GOVERNANCE

The Company''s philosophy on Corporate Governance envisages the attainment of the highest levels of transparency, accountability and equity, in all facets of its operations and in all interactions with its stakeholders. The Company believes that all its operations and actions must serve the underlying goal of enhancing long-term shareholder value. In the commitment to practice sound governance principles, Company is guided by its core principles viz. Transparency, Disclosures, Empowerment and Accountability, Compliances and Ethical Conduct.

BOARD OF DIRECTORS

In terms of the Corporate Governance philosophy all statutory and other significant material information is placed before the Board of Directors to enable it to discharge its responsibility of strategic supervision of the Company as trustees of the Shareholders. The Board currently consists of seven Directors. There are, four Executive Director''s including Women Director and 3 Independent and Non-Executive Director''s apart from the Managing Director. All the Directors bring a wide range of skills and experience to the board. The Independent Directors have confirmed that they satisfy the criteria prescribed for

an Independent Director as stipulated under the provisions of Section 149(6) of the Companies Act, 2013.

Details of Board meetings

The Board met 40 times in the financial year 2023-2024 viz., on 11^th April 2023, 12^th May 2023, 20^th May 2023, 19^th June 2023, 20^th June 2023, 13^th July 2023, 27^th July 2023, 03^rd August 2023, 04^th August 2023, 11^th August 2023, 28^th August 2023, 02^nd September 2023, 22^nd September 2023, 26^th September 2023, 26^th September 2023, 06^th October 2023, 10^th October 2023, 21^st October 2023, 25^th October 2023, 25^th October 2023, 30^th October 2023, 08^th November 2023, 23^rd November 2023, 07^th December 2023, 27^th December 2023, 28^th December 2023, 29^th December 2023, 17^th January 2024, 12^th February 2024, 13^th February 2024, 14^th February 2024, 23^rd February 2024, 27^th February 2024, 05^th March 2024, 06^th March 2024, 14^th March 2024, 15^th March 2024, 16^th March 2024, 23^rd March 2024, 28^th March 2024.

The gap between two Meetings did not exceed one hundred and twenty days.

Committees of Board

In accordance with the applicable provisions of the Act, the circular(s),notification(s) and directions issued by the Reserve Bank of India and the Company''s internal corporate governance requirements, the Board has constituted various Committees with specific terms of reference to focus on specific issues and ensure expedient resolution on diverse matters.

The matters pertaining to financial results and auditor''s report are taken care of by the Audit Committee and those pertaining to nomination /remuneration of Key Executives and Directors are within the realms of Nomination & Remuneration Committee. The Corporate Social Responsibility (CSR) Committee focuses on compliance of CSR policy and framework by the Company and monitors the expenditure to be incurred by the Company.

The Company Secretary acts as the Secretary for all the aforementioned Committees. The minutes of the meetings of all Committees along with summary of key decision/discussion taken at each Committee, is placed before the Board for discussion / noting /approval.

As at March 31, 2024, the Company has seven Committees of the Board, constituted in accordance with the provisions of the Act viz.,

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Risk Management Committee

5. Internal Compliant Committee

6. Grievance Redressal Committee.

7. Asset Liability Management Committee

The Board at the time of constitution of each committee fixes the terms of reference and also delegates powers from time to time. Various recommendations of the committees are submitted to the Board for approval.

I. Audit Committee

The Members of Committee possess strong accounting and financial management knowledge. The Committee meets the composition requirement pursuant to the provisions of Section 177 of the Companies Act, 2013.

The details of composition and attendance at the Audit Committee meeting -

The Audit Committee met 8 (Eight) times during the year on 19^th June 2023, 11^th August 2023, 08^th November 2023, 27^th December 2023, 12^th February 2024, 13^th February 2024, 14^th February 2024, 06^th March 2024.

II. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is formed in compliance with the provisions of Section 178 of the Companies Act, 2013.

The details of composition and attendance at the Nomination and Remuneration Committee meeting -

The Nomination and Remuneration Committee met 3 (Three) times during the year on 11^th August 2023, 25^th October 2023 and 17^th January 2024.

III. Corporate Social Responsibility Committee

As per section 135 of the Companies Act, 2013 the Company had duly constituted a Corporate Social Responsibility (CSR) Committee. The functions of

the Committee include review of corporate social responsibility (CSR) initiatives undertaken by the Company, formulation and recommendation to the Board of a CSR Policy indicating the activities to be undertaken by the Company and recommendation of the amount of expenditure to be incurred on such activities, reviewing and recommending the annual CSR plan to the Board, making recommendations to the Board with respect to the CSR initiatives, monitoring the CSR activities, implementation and compliance with the CSR Policy and reviewing and implementing, if required, any other matter related to CSR initiatives as recommended/suggested by RBI or any other statutory Authority.

The details of composition and attendance at the Corporate Social Responsibility Committee meeting-

The Corporate Social Responsibility Committee met 2 (Two) times during the year on 11^th August 2023 and 06^th March 2024.

IV. Risk Management Committee

The Risk Management Committee of the Company is formed in Compliance with the Guidelines of Reserve Bank of India on Corporate Governance.

The details of composition and attendance at the Risk Management Committee meeting-

The Risk Management Committee met 3 (Three) times during the year on 07^th June 2023, 11^th August 2023 and 06^th March 2024.

V. Internal Complaints Committee

In terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, ("Sexual Harassment Act") the Board had formulated and adopted a policy on prevention of sexual harassment at work place and takes all necessary measures to ensure a harassment- free workplace and has instituted an Internal Complaints Committee for redressal of complaints and to prevent sexual harassment. The Company believes that all employees, including other individuals who are dealing with the Company have the right to be treated with dignity. During the year under review, there is no complaint of any sexual harassment.

VI. Grievance Redressal Committee

The Grievance Redressai Committee specifically look into the mechanism of redressal of grievances of shareholders, debentures holders and other security holders.

The details of composition and attendance at the Grievance Redressal Committee meeting -

The Grievance Redressal Committee met 2 (Two) times during the year on 11^th August 2023 and 01^st March 2024.

VII. Asset Liability Management Committee

The Company had duly constituted an Asset Liability Management Committee inter-alia, to review the ALM profile, set and monitor the market risk limits including limits on liquidity, interest rate and exchange rate positions for the structural balance sheet and the trading book, decide the business strategy on asset and liability side, oversee the implementation of the Asset Liability Management (ALM) system and review its functioning

periodically, consider and approve any other matter related to liquidity and market risk management.

The details of composition and attendance at the Asset Liability Management Committee meeting-

The Asset Liability Management Committee met 2 (Two) times during the year on 7^th June 2023 and 02^nd March 2024.

Annual General Meeting

The Annual General Meeting of the Company for FY 20232024 was held on September 30, 2023. It was attended by the Chairperson of Audit Committee, and by the Chairperson of the Board as required under Companies Act, 2013.

An Extra Ordinary general meeting of the company was held on 04-01-2024 and 09-02-2024 and It was attended by the Chairperson of Audit Committee, and by the Chairperson of the Board as required under Companies Act, 2013.

ACCOUNTING STANDARDS FOLLOWED BY THE COMPANY

The Financial Statements of the Company has been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013 ("the Act") read with the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 In addition, the guidance notes/ announcements issued by the Institute of Chartered Accountants of India (ICAI) are also applied along with compliance with other statutory promulgations require a different treatment.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards viz. SS-1 and SS-2 during the year issued by the Institute of Company Secretaries of India.

AUDITORS

I) Statutory Auditors

I n accordance with the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder (the Act), Venus Shah and Associates has been appointed as the statutory Auditors of the Company for year ended 31^st March, 2024 and are regularized to hold office till the conclusion of the 29^th Annual General Meeting to be held in the calendar year 2025.

During the year under review, the statutory auditors have not reported any incident of fraud to the Audit Committee. Further the statutory auditors have not made any reservation or qualification in their Audit Report. The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and

MATERIAL CHANGES, IF ANY, POST FINANCIAL YEAR ENDED MARCH 31, 2024

The spread of COVID-19 has severely impacted many economies around the globe. Businesses are being forced to cease or limit operations for long or indefinite period of time, resulting in an economic slowdown and economic uncertainties. Measures have also been taken by the Government and the Reserve Bank to ease the burden on the businesses from hardship.

The impact of the COVID-19 pandemic on the financial position of the company will depend on future developments, including among other things, extent and severity of the pandemic, mitigating actions by governments and regulators, time taken for economy to recover, etc.

MATERIAL ADVERSE ORDERS, IF ANY

There are no significant and material orders passed by the Reserve Bank of India or the Ministry of Corporate Affairs or Courts or Tribunals or other Regulatory/ Statutory authorities which will have an impact on the going concern status of the Company and Company''s operations in future.

MAINTENANCE OF COST RECORD

The Company is not required to maintain cost records in terms of Section 148(1) of the Companies Act, 2013.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 [31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There is no application made or pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, (''the Act'') your Directors confirm that:

i. In the preparation of the annual accounts for financial year ended 31^st March, 2024, the applicable accounting standards have been followed and there are no material departures in adoption of these standards.

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 31^st March, 2024 and of the profit of the Company for the year ended on that date.

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 for financial year ended 31^st March, 2024 on a ''going concern'' basis.

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

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

ACKNOWLEDGEMENT

The Board wishes to place on record their appreciation for the dedication and hard work put in by the employees of the Company at all levels and the support extended by various stakeholders of the Company. The relationships with regulatory authorities and clients remained good during the year under review. The Board is also thankful to the Reserve Bank of India and other regulatory authorities for their cooperation, guidance and support extended by them to the Company in its endeavours.