Manba Finance Ltd Directors Report

To,

The Members of Manba Finance Limited

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:

Amount in (lakhs)

Particulars	2025-26	2024-25
Total Income	33,019.44	25,096.94
Employee Benefit Expenses	5,951.59	5,002.37
Finance cost	15,193.22	10,783.73
Depreciation and amortisation expense	471.91	459.28
Impairment on financial instruments	2,446.89	1,696.14
Other Expenses	2,805.88	2,145.27
Total Expenses	26,869.49	20,086.79
Profit Before Tax	6,149.95	5,010.15
Tax expense:	1,614.31	1,229.90
Profit After Tax	4,535.64	3,780.25
Statutory Reserve as per Sec 45IC of RBI Act, 1934	907.13	756.05

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 Rs.33,019.44 lakhs and a net profit of Rs.4,535.64 lakhs, compared to Rs.25,096.94 lakhs and Rs.3,780.25 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 Rs. 907.13 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 Rs.0.25 per equity share (i.e. 2.5%) having a face value of Rs.10/- 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 Rs.1 /- (Rupee One Only) per equity share.

Interim Dividend:

During the Financial Year 2025-26, the Board of Directors declared an First Interim Dividend of Rs.0.50 per equity share (5%) having a face value of Rs.10/- 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 Rs.0.25 per equity share (2.5%) having a face value of Rs.10/- 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 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 5,49,00,000 (Five Crore, Fourty Nine Lakhs) equity shares of Rs.10/- (Rupees Ten Only) each and 1,00,000 (One Lakh) preference shares of Rs.10/- (Rupees Ten Only) each.

The issued, subscribed and paid-up Equity Share Capital of the Company is Rs.50,23,94,100 /- (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 Rs. 10/- (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.

Particulars	As at March 31, 2026	As at March 31, 2025
Authorised Share Capital	Rs.55,00,00,000/-	Rs.55,00,00,000/-
	Rs.54,90,00,000/-	Rs.54,90,00,000/-
Equity Shares	(5,49,00,000 equity Shares of Rs.10/- each)	(5,49,00,000 equity Shares of Rs.10/- each)
	Rs.10,00,000/-	Rs.10,00,000/-
Preferential Shares	(1,00,000 preference shares of Rs.10/- each)	(1,00,000 preference shares of Rs.10/- each)
Total	Rs. 55,00,00,000/-	Rs. 55,00,00,000/-
	Rs.50,23,94,100	Rs.50,23,94,100
Issued, subscribed and fully paid-up	(5,02,39,410 equity shares of Rs.10/- each)	(5,02,39,410 equity shares of Rs.10/- each)
Total	Rs. 50,23,94,100/-	Rs. 50,23,94,100/-

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

Instrument type	CARERatings
Non-Convertible Debentures	CARE BBB+ (Positive)
Long-term bank facilities	CARE BBB+ (Positive)

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 Rs.326.62Crore vis-à-vis an increase of Rs. 244.57Crore in the previous year. The aggregate debt outstanding as on March 31, 2026 was Rs.1,548.70Crore.

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/ NCDs 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:

Sr No Name of Director	Designation	DIN
1. Mr. Nallepilly Ramaswami Parameshwaran	Chairperson & Independent Director	00820931
2. Mr. Manish K. Shah	Managing Director	00979854
3. Mrs. Nikita M. Shah	Whole-time Director	00171306
4. Mr. Monil M. Shah	Whole-time Director	07054772
5. Mr. Jay Mota	Whole-time Director & Chief Financial Officer	03105256
6. Mrs. Neelam Tater	Independent Director	07653773
7. Mr. Abhinav Sharma	Independent Director	07641980
8. Mr. Sujay Shantilal Jagani	Independent Director	07257603

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:

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

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 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 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 Boards 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 AUDITORS 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 Boards 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 Companys 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 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 Companys 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 Companys 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 Companys 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 Rs. 75.00 Lakhs towards CSR activities in accordance with the applicable provisions of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) are reliable, 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 arms 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 Companys 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 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, 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 employees 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 Companys 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 Boards 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.

Particulars	No. of Cases
Number of complaints at the beginning of the year	-
Number of complaints of sexual harassment received in the year	-
Number of complaints disposed off during the year	-
Number of complaints pending as at the end of the year	-
Number of cases pending for more than ninety days	-

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 COMPANYS 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 Companys 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