Manba Finance Ltd Directors Report

To,

The Members of Manba Finance Limited

Your Directors are pleased to present herewith the 29^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, 2025.

FINANCIAL SUMMARY

The financial performance of your Company for the year ended 31^st March, 2025 is summarised below:

Amount in (lakhs)

Particulars	2024-25	2023-24
Total Income	25,044.86	19,163.22
Employee Benefit Expenses	5,002.37	3,842.41
Finance cost	10,783.73	8,186.89
Depreciation and amortization expense	459.28	449.05
Impairment on financial instruments	1,696.14	1,135.95
Other Expenses	2,093.19	1,683.76
Total Expenses	20,034.71	15,298.06
Profit Before Tax	5,010.15	3,865.16
Tax expense:	1,229.90	747.35
Profit After Tax	3,780.25	3,117.81
Statutory Reserve as per Sec 45IC of RBI Act, 1934	756.05	623.56

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 core lending activities and posted total income and net profit of C25,044.86 lakhs and 3,780.25 lakhs as against 19,163.22 lakhs and C3,117.81 lakhs, respectively, in the previous year.

HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The successful launch of the Initial Public Offer (IPO) of your Company marked a significant milestone in the Companys journey of growth and value creation. The IPO debuted on both the Stock Exchanges namely National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on 30^th September, 2024. The IPO, with an issue size of C150,84 Lakhs, it was oversubscribed by over 224.05 times, reflecting strong investor confidence and interest. This landmark event significantly broadened our shareholder base to over 36372 investors.

Your Directors wish to place on record its sincere gratitude for the trust, faith and confidence reposed by the institutional investors, public and all other shareholders in the Company.

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 C756.05

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, 2025 stood at 30.09%

OPERATIONAL REVIEW

During the financial year under review, your Company continued its focus on its business and posted total income and PBT of Rs 25,044.86 lakhs and Rs 5,010.15 lakhs against Rs 19,163.22 lakhs and Rs 3,865.16 lakhs respectively, in the previous year. Your Company transferred an amount of Rs 756.05 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 Distribution 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 Companys Dividend Distribution Policy and applicable regulations, your directors are pleased to recommend final dividend of Rs 0.25 per equity share (i.e. 2.5%) having face value of Rs 10 each for the Financial Year 2024-2025 for approval of shareholders at the ensuing Annual General Meeting.

Pursuant to the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Dividend Distribution Policy of the Company is available on the Companys website at www.manbafinance.com.

STATE OF COMPANYS 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 Rs 55,00,00,000/- (Rupees Fifty Five Crores only) consisting of 5,02,39,410 (Five Crore, Two Lakhs, Thirty Nine Thousand, Four Hundred and Ten Only) equity shares of Rs 10/- (Rupees Ten) each and 1,00,000 (One Lakh) preference shares of C10/- each.

The issued, subscribed and paid-up Equity Share Capital of the Company is Rs 50,23,94,100 (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 Rs 10/- (Rupees Ten) each as on March 31, 2025.

During the year under review, the Company successfully launched an Initial Public Offer ("IPO") by way of fresh issue aggregating to C150,84 Lakhs. The Company alloted 1,25,70,000 equity shares to the eligible applicants on 26^th September, 2024.The equity shares of the Company were listed and trading of the equity shares commenced on 30^th September, 2024 on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) after the IPO. As on 31^st March, 2025, the Issued, Subscribed and Paid up share capital of the Company stood at C50,23,94,100 /- divided into 5,02,39,410 equity shares of 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,

2025, none of the Directors of the Company holds instruments convertible into Equity Shares of the Company.

Particulars	As at March 31, 2025	As at March 31, 2024
Authorised Share Capital	C55,00,00,000/-	C55,00,00,000/-
Equity Shares	C54,90,00,000/- (5,49,00,000 equity Shares of C10/- each)	C54,90,00,000/- (5,49,00,000 equity Shares of C10/- each)
Preferential Shares	C10,00,000/-(1,00,000 preference shares of Rs 10/-each)	C10,00,000/-(1,00,000 preference shares of Rs 10/- each)
Total	C55,00,00,000/-	C55,00,00,000/-
Issued, subscribed and fully paid-up	(5,02,39,410 equity shares of Rs 10/- each)	(3,76,69,410 equity shares of Rs 10/- each)
Total	C50,23,94,100/-	Rs 37,66,94,100 /-

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, 2025, the Board of Directors of the Company are as follows:

Sr No	Name of Director	Designation	DIN
1.	Nallepilly Ramaswami Parameshwaran	Chairperson & Independent Director	00820931
2.	Manish K. Shah	Managing Director	00979854
3.	Nikita M. Shah	Wholetime Director	00171306
4.	Monil M. Shah	Wholetime Director	07054772
5.	Jay Mota	Wholetime Director & Chief Financial Officer	03105256
6.	Neelam Tater	Independent Director	07653773
7.	Abhinav Sharma	Independent Director	07641980
8.	Sujay Shantilal Jagani	Independent Director	07257603
9.	Anshu Shrivastava	Independent Director (Cease to be Independent Director w.e.f. 31st March, 2025)	06594455

As on March 31, 2025, the Key Managerial Personnel of the Company are as follows

Sr No	Name of Director	Designation
1.	Jay K Mota	Whole-Time Director & Chief Financial Officer
2.	Manish K. Shah	Managing Director
3.	Bhavisha Jain	Compliance Officer & Company Secretary

Meetings of The Board

During the year under review Eighteen (18) 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 a part of the Boards Report.

Declaration by Independent Directors

The Company has received the necessary declarations from each of the Independent Director under Section 149(7) of the Act, stating that he/she meets the criteria of independence laid down in Section 149(6) of the Act and Regulation 25(8) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as independent director during the year. The Independent Directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of Independent directors. The Board has taken on record these declarations after undertaking the due assessment of the veracity of the same.

Also, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and have confirmed that they are in compliance with the Code of Conduct for Directors and Senior Management personnel formulated by the Company.

Based on the declaration received from all the Independent Directors and in the opinion of the Board, all independent Directors possess integrity, expertise, experience and proficiency and are independent of the management.

During the year under review, none of the Independent Directors of the Company has had any pecuniary relationship or transactions with the Company, other than sitting fees.

The terms and conditions of appointment of Independent Directors are placed on the website of the Company at www. manbafinance.com.

Familiarisation Programme for Independent Directors

Your Company has in place a structured induction and familiarisation programme for its Directors. Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities, obligations, Code of Conduct for Prevention of Insider Trading and Code of Conduct applicable to Directors, Key Managerial Personnel and Senior Management Personnel.

They are also updated on all business-related issues and new initiatives. Independent Directors are also encouraged to visit the facilities of the Company and engage with senior management. 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 Companys 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 s is posted on the website of the Company and may be accessed at: www.manbafinance.com

CORPORATE GOVERNANCE REPORT

The Company has always been committed to the principles of Good Corporate Governance which helps enhancement of long-term shareholder value and interest. This is achieved through increased awareness for responsibility, transparency and professionalism and focus for effective control and management of the organisation.

The Board of Directors of the Company is committed to adopt the best practices of corporate governance and constant review of the Board processes, practices and the management systems is to maintain a greater degree of responsibility and accountability.

The Corporate Governance report is attached as ANNEXURE I to this Report.

The compliance certificate from the Practising Company Secretary regarding compliance of conditions of Corporate Governance forms part of this Report.

The Board of Directors of the Company has adopted a Code of Conduct and the same has been hosted on the Companys website at https://www.manbafinance.com/wp-content/ uploads/2024/03/Code-of-Conduct-for-Directors-and-Senior-Management.pdf

The Directors and Senior Management Personnel have affirmed their compliance with the Code for the year ended 31^st March, 2025.

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

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, Listing Regulations 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, 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. 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 Board has completed the annual evaluation of its own performance, the Individual Directors (including the Chairperson) 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.

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 associate Company of Manba Investments and Securities Private Limited.

HUMAN RESOURCE

Intellectual Capital is the most valuable asset in modern business environment. Recognizing the fact, the Company gives much importance to Human Resources Development and Management in the organization. Being a service industry, the key resource is manpower. Your Company emphasizes 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 realizing the Companys 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, 2025 the company had 1468 employees on its rolls at various organizational levels. MFL believes its employees are important pillars of success. It offers them a nurturing environment and a merit-based, rewarding work culture.

Company is professionally managed with senior management personnel having rich experience and long tenure with the Company. Your Company has laid down a Training policy, which:

i. Enables the Company to train new employees that is necessary to ensure steady expansion of business by way of opening of large number of branches and operating units, viz. regional offices, zonal offices etc.

ii. Helps employees to adapt to changing business environment, demand and expectation of customers, competition, advances in technology.

iii. Helps the Company in improving the quality of service with professional approach which ensures customer satisfaction and management.

iv. Helps the Company in evolving a culture of business and participative management.

v. As per the Training Policy all categories of staff members should receive training in matters, including:

Induction training at the time of entry into service and refresher program within 6 months of joining service.

Your Company is committed to maintain the highest standards of health, safety and security for its employees and business associates and to operate in a healthy and safe environment.

Your Directors place on record the appreciation of effort and dedication of the employees in achieving good results during the year under review.

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.

Credit Rating

The Company has been assigned BBB+ (Positive Outlook) rating by CARE Rating Agency for Debt Securities issued under Private Placement.

DEBT SECURITIES

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

Name of Debenture Sr.No Trustee	No. of Debentures	Face Value of Debenture	Aggregating Value
1 Vardhaman Trusteeship Limited	1,000	1,00,000	10,00,00,000 (C Ten Crores)
2 Vardhaman Trusteeship Limited	1,000	1,00,000	10,00,00,000 (C Ten Crores)
3 Vardhaman Trusteeship Limited	2,000	1,00,000	20,00,00,000 (C Tweenty Crore)
, Vardhaman 4 Trusteeship Limited	2,000	1,00,000	20,00,00,000 (C Tweenty Crore)
5 Vardhaman Trusteeship Limited	2,000	1,00,000	20,00,00,000 (C Tweenty Crore)
6 SBICAP Trustee Company Limited	25,000	10,000	25,00,00,000 (C Twenty Five Crores)
7 SBICAP Trustee Company Limited	25,000	10,000	25,00,00,000 (C Twenty Five Crores)
8 SBICAP Trustee Company Limited	25,000	10,000	25,00,00,000 (C Twenty Five Crores)

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, 2025 once prepared shall be disclosed on the Companys website at www. manbafinance.com, Annual return as on 31^st March, 2025 in form MGT-7 shall be available on the website of the Company at www.manbafinance.com.

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.

During the year, your Company has not entered into any transactions with Related Parties which are not in the ordinary course of its business or not on an arms length basis and which require disclosure in this Report in terms of the provisions of Section 188(1) of the Companies Act, 2013.

Hence, Form AOC-2 is not applicable and does not forms a part of 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) acquired by way of subscription purchase or otherwise, the securities of any other body corporate exceeding sixty percent of its paid-up share capital, free reserve and securities premium account or one hundred percent of its free reserves and securities premium account whichever is more.

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 Audit Team 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. The Internal Audit Team directly reports to the Audit Committee of the Company. The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Companys risk management policies and systems. The Audit Committee oversees the functioning of the audit team and reviews the effectiveness of internal control at all levels apart from laying down constructive suggestions for improving the audit function in the Company. The present reporting structure ensures independence of the internal audit function and embodies best corporate governance practices.

The Company had formed various Committees such as Risk Management Committee, Asset Liability Management Committee and Audit Committee for the proper administration of the day- to-day functioning. Stakeholders relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, IT strategy Committee, and Administation Committee have also been formed.

During the year under review, such controls were tested by the Internal Audit Department of the Company and no material weaknesses in the design or operations were observed. The Statutory Auditors have reviewed the said test results and found them to be effective.

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.

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 todays 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 Companys risk management is embedded in the business processes.

Risk is everyones 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 https://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 III 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)

Companys 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 C48,00,000 /- (Rupees Fourty Eight Lakhs Only) 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 II to this Report

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 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.

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), M/s Venus Shah and Associates has been appointed as the statutory Auditors of the Company for year ended 31^st March, 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 accounting policies are self-explanatory and do not call for any further comment.

II) Internal Auditors

In terms of provisions of Section 138 of the Act and other applicable laws, Company has a structured Internal Audit Department that monitors and evaluates the efficacy and adequacy of internal control system in the Company ensures compliance with operating procedures, accounting procedures and policies at all locations of the Company.

III) Secretarial Auditors

Pursuant to provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Ronak Jhuthawat & Co, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as Annexure IV. The Secretarial Audit Report for the financial year ended March 31, 2025 does not contain any qualification, reservation or adverse remark in their report.

REGULATORY & STATUTORY COMPLIANCES

The Company has put in place adequate systems and processes in place to ensure compliance with the applicable guidelines issued by all regulators.

COMPLIANCES OF RBI GUIDELINES

The company continues to comply with the applicable regulations and guidelines of the Reserve Bank of India as applicable to a Non- Banking Non Deposit Taking Systemically Important Company (NBFC-ND - SI). The company has submitted returns with RBI on timely basis. Your Company is categorised as NBFC in Middle layer pursuant to Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 and has complied with and continues to comply with all the applicable regulations and directions of the RBI.

CHANGE IN NATURE OF BUSINESS, IF ANY

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

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2024-25, the Company received zero complaint of sexual harassment. As on March 31, 2025 no complaints related to sexual harassment are pending for disposal.

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

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

Apart from impact on Share Capital due to public issue there is no material impact on Financials for any other reason.

Furthermore, there have been no material changes or commitments that could affect the financial position of the Company between the end of the Financial Year to which the Financial Statements relate and the date of this report.

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, 2025, 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, 2025 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, 2025 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 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.

GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025.

Male Employees: 1112

Female Employees: 377

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

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.

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 : 04.08.2025
Place : Mumbai