Mangal Credit & Fincorp Ltd Directors Report

Boards Report

Dear Shareholders,

The Board of Directors of Mangal Credit and Fincorp Limited have great pleasure in presenting the 64^th Annual Report alongwith the Audited Financial Statements for the financial year ended March 31,2026.

1. FINANCIAL HIGHLIGHTS

The key highlightsof the audited financial statementsof your Company for the financial year ended March 31.2026 and comparison with the previous financial year ended March 31,2025 are summarised below:

		( Rs. in lakhs except EPS)
Particulars	As at March 31,2026	As at March 31,2025
Total income	6,996.58	4,957.62
Total expenditure	4,911.11	3,103.77
Profit before tax and exceptional items	2,085.47	1,853.85
Exceptional items	-	33.31
Profit Before Tax	2,085.47	1,820.54
Less: Provision for Taxation
-Current tax	592.76	492.04
- Deferred tax asset	(38.01)	(9.26)
- Short provision for tax relating to prior years	0.07	31.00
Profit after tax	1,530.65	1.306.76
Appropriations:
Transfer to Reserve Fund under Section 45-ICof the RBI Act, 1934	306.13	261.35
Dividend	158.35	11738
Earnings per share (Face Value Rs. 10/- each)
Basic	7.46	6.68
Diluted	7.25	6.58

As on March 31, 2026, the Company held ECL provisions in accordance with the requirements stated under Ind AS 109 - Financial Instruments for recognition aid measurement of impairment on its loan portfolio and other fhancial assets amounting to Rs. 451.79 lakhs as compared to Rs. 291.67lakhs as on March 31,2025.

2. COMPANY OVERVIEW AND REVIEW OF OPERATIONS

The Company is a Non-Banking Financial Company (NBFC) headquartered in Mumbai and its equity shares are listed on BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE"). Since commencing its retail lending operations in 2019, the Company hasestablished itself as a trusted financial partner by providing customer-centric lending solutions backed by prudent risk management practices and sound corporate governance.

The Company offers a diversified portfolio of retail lending products comprising Gold Loans, Loans Against Property (LAP), and SME/Business Loans, with an object to mitigate various financial requirements of individuals, entrepreneurs, and small and medium enterprises. As on March 31,2026, the Company operates through a network of 30 branches across the States of Maharashtra, Gujarat and Rajasthan, enabling it to deliver accessible and efficient financial services while expanding its presence in key markets.

Technology forms a key pillar of the Companys growth strategy and operational excellence. The Company has implemented a robust digital ecosystem to enhance operational efficiency, improve customer experience and strengthen risk management. The Companys Gold Loan Origination and Management System enables smooth and efficient processing of gold loans, rightfrom loanapplicationtoclosure.The Company has also deployed dedicated mobile applications for customer relationship management and customer servicing, enabling lead management, sales productivity, customer engagement, payment of loan installments, access to Statements of Account, and loan top-up requests. In addition, its integrated CRM platform supports customer relationship management through lead tracking, sales management, branch coordination, task monitoring, meeting scheduling, cash movement monitoring, reporting and real-time business insights.

As part of its digital transformation roadmap, the Company continues to invest in advanced technologies aimed at enhancing operational efficiency and strengthening credit and risk management capabilities. The strategic initiatives include the deployment of Artificial Intelligence ("Al") for predictive collection strategies, Al-based fraud detection, intelligent gold valuation systems and digital enhancements to the gold loan journey. These initiatives are expected to improve customer experience, optimize collection efficiency, strengthen fraud prevention mechanisms, standardize valuation processes and support sustainable business growth.

The Company remains committed to leveraging technology and innovation to build a scalable, secure and customercentric lending platform while maintaining high standards of governance, regulatory compliance and operational excellence.

During the financial year 2025-26. the Company delivered a strong financial and operational performance, reflecting sustained business growth and improved profitability. Total Revenue increased to 7 6,996.58 lakhs from 7 4,957.62 lakhs in the previous financial year. Interest Income from operations also witnessed a significant growth, rising to 7 6,701.32 lakhs as against 7 4,803.54 lakhs in FY 2024-25. Profit After Tax (PAT) before Other Comprehensive Income (OCI) increased to 71,530.65 lakhs from 71,306.76 lakhs in the previous year The Companys Loan Assets Under Management (AUM) recorded a robust year-on-year growth of 45.53%, increasing to 7 42,868 lakhs as compared to 7 29,457 lakhs in FY 2024-25. Net Interest Income (Nil) also improved by 23.76%, reaching 7 3,756 lakhs from 73,035 lakhs in the previous financial year. The Gross Non-Performing Assets (GNPA) ratio stood at 1.29% as against 1.19% in the previous year, while the Net Non-Performing Assets (NNPA) ratio increased marginally to 0.78% from 0.66% in FY 2024-25. Overall, the Companys financial performance demonstrates healthy business expansion, higher earnings, and continued focus on maintaining asset quality.

3. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any subsidiary(ies), joint venture(s)/associate company(ies) within the meaning of Section 2(6) and 2(87) of the Companies Act, 2013 ("the Act") as at the end of the financial year 2025-26.

4. DIVIDEND

The Board of Directors of the Company have at their meeting held on May 28,2026, recommended final dividend @ 7.5% on equity shares i.e. 7 0.75 per equity share of the face value of 7 10/- each for the financial year 2025-26. The dividend payment is subject to approval of members at the ensuing Annual General Meeting.

The dividend would be paid to all the equity shareholders, whose names would appear in the Register of Members / list of Beneficial Owners on the Record date fixed for this purpose.

Pursuant to the provisions of the Finance Act, 2020. dividend income will be taxable in the hands of the shareholders vv.e.f. April 1,2020 and accordingly the Company would be required to deduct tax at source ("TDS") from such dividend at the prescribed rates under the Income Tax Act, 2025. All the required details regarding TDS on dividend are forming part of the Notice of 64th AGM which forms part of this Annual Report.

As your Company is not falling under top 1000 equity listed entities, Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI Listing Regulations") is not applicable to the Company.

5. TRANSFER TO STATUTORY R ESERVES

Pursuant to the requirement of Section 45-IC of the Reserve Bank of India Act. 1934. an amount of 7 306.13 lakhs (previous year ended March 31.2025 was 7 261.35 lakhs) was transferred to statutory reserve fund.

Statutory Reserve represents the Reserve Fund created under Section 45-IC of the Reserve Bank of India Act, 1934. Accordingly, an amount representing 20% of Net Profit for the period is transferred to the statutory reserve fund for the year,

6. CHANGES IN SHARE CAPITAL

During the year under review, the Company had allotted 15,50,000 equity shares to Mr. Hardik Meghraj Jain, Promoter and Executive Director of the Company, pursuant to the conversion of outstanding warrants.

Post allotment of the aforesaid equity shares, the total issued, subscribed and paid-up share capital of the Company as of March 31,2026, stood at 721,11,39,860 /- comprising 2,11,13,986 equity shares of 710/- each. The new equity shares issued shall rank pari-passu with the existing equity shares of the Company in all respects.

7. BORROWINGS AND REPAYMENT OF TERM LOANS

Your company being a Non-Banking Financial Company is required to raise funds for its business requirements. During the year under review, your Company has raised fresh secured Term Loans and Working Capital Demand Loans of 7 20,115 lakhs from banks for an average tenor of 12 to 48 Months.

As far as repayment of Term loans and Working Capital Demand Loans are concerned, your Company has repaid 713,605 lakhs, 54% of total outstanding term loans as of March 31,2026.

8. ISSUE OF NON-CONVERTIBLE DEBENTURES

During the year under review, the Company has raised funds through issuance of Secured. Listed. Rated. Taxable. Transferable, Redeemable, Non-Convertible Debentures (NCDs) on a private placement basis in accordance with the provisions of the Companies Act. 2013 read with the rules made thereunder, the SEBI (Issue and Listing of Non-Convertible Debentures) Regulations, 2021 and other applicable laws.

The NCDs issued by the Company are listed on BSE Limited.

The proceeds of the issuance were utilised for the purpose stated in the respective Information Memorandum.

As on March 31,2026, the outstanding listed Non-Convertible Debentures of the Company aggregate to 7 80 Crore. The details of the outstanding listed NCDs, including ISIN-wise information are below;

ISIN	Maturity date	Amount outstanding (Rs. in lakhs)	Coupon Rate
INE545L07036	October 3, 2027	5,000	12.90%
INE545L07044	September 23,2028	3,000	11.75%

With respect to the aforesaid issuances of NCDs, the Company has appointed Catalyst Trusteeship Limited as the Debenture Trustee in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Issue and Listing of Non- Convertible Securities) Regulations, 2021, having corporate office located at 901, 9th Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel (W), Mumbai-400013.

9. CORPORATE AGENT (COMPOSITE) LICENCE

The Company is pleased to inform that the Insurance Regulatory and Development Authority of India (IRDAI), vide Certificate of Registration dated April 24. 2026, has granted a Corporate Agent (Composite) Licence to the Company under the provisions of the Insurance Regulatory and Development Authority of India (Registration of Corporate Agents) Regulations, 2015.

The licence authorises the Company to solicit and procure insurance business in the Composite category, enabling it to distribute life, general and health insurance products of insurers in accordance with the applicable regulatory framework.

The aforesaid event occurred after the close of the financial year ended March 31, 2026 and therefore does not have any impact on the financial statements for the year under review.

10. CAPITAL ADEQUACY RATIO

Your Companys Capital Adequacy Ratio, as of March 31, 2026, stood at 33.84% (Tier I Capital to Risk Weighted Assets Ratio), which is well above the regulatory requirement of 15% as prescribed by the RBI for NBFCs.

11. PUBLIC DEPOSITS

Being a non-deposit taking Non-Banking Finance Company, your Company has not accepted any deposits from the public within the meaning of the provisions of the Master Direction of Reserve Bank of India (Non-Banking Financial Companies - Acceptance of Public Deposits) Directions, 2025 and the applicable provisions of the Act.

12. CREDIT RATING

Your Companys financial discipline and prudence are reflected in the strong credit rating ascribed by CRISIL Ratings Limited during the reporting period. CRISIL Ratings has assigned a CRISIL BBB/Stable (pronounced as CRISIL triple B rating with stable outlook) as stated below:

Rating Action	Action - Date	Amount	Rating
Bank Loan facilities	Reaffirmed - December 31, 2025	7 400 Crore (enhanced from Rs. 200 Crore)	CRISIL BBB/Stable
NCDs	Reaffirmed -February 2 ,2026	7 50 Crore	CRISIL BBB/Stable
NCDs	Assigned- February 2, 2026	7 50 Crore	CRISIL BBB/Stable

The aforesaid ratings reflect CRISILs assessment of the Companys adequate degree of safety with regard to timely servicing of financial obligations.

Subsequent to the close of the financial year and upto the date of this Report, CRISIL Ratings Limited has reaffirmed and assigned ratings to certain facilities of the Company as under:

Rating Action	Action - Date	Amount	Rating
Bank Loan facilities	Reaffirmed - June 15.2026	7 400 Crore	CRISIL BBB/Stable
NCDs	Reaffirmed -June 15,2026	7100 Crore	CRISIL BBB/Stable
NCDs	Assigned- June 15.2026	7120 Crore	CRISIL BBB/Stable

13. CHANGE IN THE NATURE OF BUSINESS

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

14. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND POLICY ON DIRECTOR FAMILIARIZATION

Policy on Appointment and Remuneration of Directors

On the recommendation of Nomination and Remuneration Committee (NRC), the Board has framed a Remuneration Policy. This policy, inter alia, provides;

a) The criteria for determining qualifications, positive attributes and independence of directors; and

b) Policy on remuneration of directors, key managerial personnel and other employees.

The policy is directed towards a compensation philosophy and structure that will reward and retain talent: and that will be determined by considering short and long-term performance objectives appropriate to the working of the Company and its goals.

The Remuneration Policy of the Company is available on the Company s website under the web link https://manaalfincorp. com/investerZone.aspx

Familiarization programme for Independent Directors

In compliance with the requirement of Regulation 25 of the SEBI Listing Regulations, the Company has put in place a Familiarisation Programme for the Independent Directors as well as Non-Executive Directors to familiarise them about the Companys operations and their roles, rights, responsibilities in the Company.

On a quarterly basis detailed presentations are made by Senior Management to provide an overview of the operations, various products offered by the company financial performance, fund raising strategies, various risks/challenges faced during the quarter, changes in IT infrastructure landscape etc. as part of the Board meetings. The suggestions received from Directors are noted for implementation.

The details of the Familiarisation Programme along with the number of hours spent by each of the Independent Directors during the financial year 2025-26 as well as on a cumulative basis are explained in the Corporate Governance Report. The same is also available on the website of the Company under the web link https://mangalfincorp.com/investerZone.aspx

15. DIRECTORSHIP AND KEY MANAGERIAL PERSONNEL (KMP)

The Board of your Company comprised of eminent persons with proven competence and integrity. Besides the experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparations. In terms of requirement of the SEBI Listing Regulations the Board has identified core skills, expertise and competencies of the Directors in the context of the Companys businesses for effective functioning, which are detailed in the

Corporate Governance Report.

As on March 31,2026, the Board of Directors of your Company comprises 8 (Eight) Directors of which 1 (one) is Non-Executive Non Independent Director 4 (four) are Non-Executive Independent Directors and 3 (three) are Executive Directors. The Chairman is an Executive Director. The Board composition is in compliance with the requirements of the Act, the SEBI Listing Regulations and the circulars / directions / notifications issued by the RBI ("RBI Directions"). Detailed composition of the Board of Directors has been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Boards Report.

During the year under review, there was no change in the composition of Board of Directors.

Rotation of the Directors

In accordance with the provisions of Section 152(6) of the Companies Act. 2013. Mr. Hardik Meghraj Jain (DIN: 07871480), designated as Executive Director of the Company, shall retire by rotation at the forthcoming Annual General Meeting and. being eligible, offers himself for re-appointment. The Board recommends the same for the approval of the shareholders.

The necessary Ordinary Resolution for re-appointment of Mr. Hardik Meghraj Jain forms part of the Notice convening the Annual General Meeting. The detailed profiles and particulars of experience of the above Directors, which qualify them for continued Board membership, are provided in the Annexure to the Notice of the ensuing Annual General Meeting.

Changes in Key Managerial Personnel

During the financial year, the Board has. after due deliberation and on the recommendation of Nomination and Remuneration Committee, re-appointed Mr. Chirag Narendra Parmar as the Company Secretary and Compliance Officer of the Company with effect from June 7,2025.

16. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the declarations from all the Independent Directors as per the Section 149(7) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and the Board is satisfied that all the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

Further, the declarations on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCA") vide its Notification dated October 22, 2019, with respect to the requirement for enrolment in the data bank created by MCA for Independent Directors, have been received from all Independent Directors.

17. DIRECTOR(S) DISCLOSURES

Based on the declarations and confirmations received in terms of the provisions of the Act, the SEBI Listing Regulations and the RBI Directions none of the Directors on the Board of your Company are disqualified from being appointed as Directors.

A certificate from M/s. Vijay S. Tiwari & Associates, Practicing Company Secretary, confirming that none of the Directors on the Board of the Company as on March 31, 2026 have been debarred or disqualified from being appointed or continuing as Director on the Board of the Company by the Securities and Exchange Board of India, the Ministry of Corporate Affairs or any such statutory authority forms part of the Corporate Governance Report which is annexed to and forms an integral part of this Directors Report.

18. CODE OF CONDUCT

Your Company has formulated a code of conduct for Board of Directors and Senior Managerial Personnel. The Declaration duly signed by the Chairman and Managing Director is given under Corporate Governance Report as a separate section in this Annual Report. The Code of Conduct for Board of Directors and Senior Management Personnel is also posted on the website of the Company and can be accessed at https:// manqalfincorp.com/investerZone.aspx.

19. BOARD MEETINGS HELD DURING THE FINANCIAL

YEAR

The Board meets at regular intervals to discuss and decide on the Companys business strategy and policy apart from other Board businesses. The Board exhibits strong operational oversight with regular presentations in quarterly meetings. The Board meetings are pre-scheduled well in advance to help them plan their schedule and ensure meaningful participation in the meetings. Only in case of special and urgent business, if the need arises, the Boards approval is taken by passing resolutions through circulation as permitted by law.

The agenda for the Board meetings includes detailed notes on the items to be discussed to enable the Directors to make an informed decision. The Board of Directors of the Company met 6 (Six) times during the financial year 2025-26. The detail s of the Board meeti ngs and the attendance of the Directors are given in Corporate Governance Report, which forms part of this Annual Report.

The maximum interval between any two meetings did not exceed 120 days.

20. COMMITTEES OF THE BOARD

The Board of Directors, in compliance with the requirements of various laws applicable to the Company and for operational convenience, has constituted several committees of the Board to deal with specific matters and has delegated powers for different functional areas to different committees.

The Board of Directors has constituted mandatory and nonmandatory committees viz. Audit Committee. Nomination and Remuneration Committee. Stakeholders Relationship Committee. Internal Complaints Committee. Asset Liability Management Committee, Risk Management Committee. Investment Committee. Corporate Social Responsibility Committee, and Loans and Advances Committee.

Details of all the statutory committees such as composition, terms of reference, number of meeting(s) held and attended by respective member(s) have been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Annual Report.

21. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of sub-section (5) of Section 134 of the Act. and to the best of our knowledge and belief and according to the information and explanations obtained by us, the Directors hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) 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 as at March 31,2026 and of the profit of the Company for that year;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities:

d) the directors have prepared the annual accounts on a going concern basis:

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively: and

f) the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

22. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis, as required in terms of Regulation 34 of the SEBI Listing Regulations forms part of this Annual Report.

23. ANNUAL EVALUATION BY BOARD OF DIRECTORS

In terms of the requirement of Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations, during the separate meeting of independent Directors, the performance of the Non-Independent Directors including the Chairman and the Board, was evaluated as a collective entity.

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and Individual Directors pursuant to the provisions of the Act and the SEBI Listing Regulations. The statement indicating the manner in which the annual evaluation has been carried out pursuant to SEBI Listing Regulations and the Act is given in the Corporate Governance Report, which forms integral part of this Annual Report.

Based on inputs received from the members, it emerged that the overall performance evaluation of the Board, composition, and quality, understanding the business including risks, process and procedures, oversight of financial reporting process including internal controls and audit functions, ethics, compliances and monitoring activities, have been found to be reasonable good.

24. ANNUAL RETURN

Pursuant to Sections 92 and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended, the Annual Return is available at the website of the Company at https://manqalfincorp.com/ investerZone.aspx

25. INTERNAL AUDITOR AND INTERNAL AUDIT REPORT

Your Company has in place sophisticated internal control structures proportionate to the size, scope and complexity of operations of the Company. Internal audits are conducted on a regular basis to review and ensure that responsibilities are duly carried out efficiently. It provides an independent view to the Board of Directors, the Audit Committee and the senior management on the quality and impact of Internal Controls, Internal Control systems and processes. Internal auditor monitors and assesses the effectiveness and adequacy of our Companys internal control mechanisms.

The Board and Audit Committee periodically reviews the Internal Audit Reports and the adequacy and effectiveness of the internal controls. Significant audit observations, corrective and preventive actions thereon are presented to the Board and Committee on a quarterly basis.

In compliance of the Discretionary Requirements stipulated under Regulation 27 (1) read with Part E of Schedule II of the SEBI Listing Regulations, Internal Auditor reports to the Audit Committee before submitting to the Board of Directors.

26. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to financial statements, commensurate with the size, scale, nature and complexity of its operations and regulatory requirements. A comprehensive review of the internal financial controls of the Company was undertaken during the year which covered testing of Process, IT and Entity level controls including review of key business processes for updating Risk Control, Matrices, etc.

Moreover, the Company continuously upgrades its systems and undertakes review of policies, guidelines, manuals, and authority matrix. The internal financial control is supplemented by extensive internal audits, regular reviews by the Management and standard policies and guidelines to ensure reliability of financial and all other records to prepare financial statements, its reporting and other data. The Audit Committee of the Board reviews internal audit reports given along with management responses. The Audit Committee also monitors the implemented suggestions. The Company has, in all material respects, adequate internal financial control over financial reporting and such controls are operating effectively.

27. STATUTORY AUDITORS &THEIR REPORT

During the 61st Annual General Meeting of the Company, M/s. Bhagwagar Dalai & Doshi. Chartered Accountants. (FRN: 128093W) have been appointed as the Statutory Auditors of the Company for a period of 5 (five) years to hold office from the conclusion of 61st Annual General Meeting till the conclusion of 66th Annual General Meeting of the Company on the remuneration to be determined by the Board of Directors. The Statutory Auditors have not been disqualified in any manner from continuing as Statutory Auditors.

Further to inform that, as the Company is falling into NBFC Base layer category as a non-deposit taking NBFC with asset size below Rs. 1,000/- Crore. guidelines for appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs). UCBs and NBFCs (including MFCs) bearing reference no.DoS.CO.ARG/ SEC.01/08.91.001/2021-22 dated 27th April. 2021. as amended and enacted from time to time, is not applicable to the Company, hence the existing Statutory Auditor was appointed in line with the extant procedure of the Companies Act, 2013 and rules made thereunder (including any statutory modification and reenactment thereof)

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Act. The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report dees not contain any qualification, reservation, adverse remark, or disclaimer.

28. REPORT ON CORPORATE GOVERNANCE

Your company complies with the provisions laid down in Corporate Governance laws. It believes in and practices good corporate governance. The Company maintains transparency and also enhances corporate accountability. In terms of Regulation 34 of the SEBI Listing Regulations read with Schedule V. Corporate Governance Report for the year under review, including disclosures are annexed herewith as Annexure A to this Boards Report.

A certificate from M/s. Vijay S. Tiwari & Associates, Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance as prescribed under the SEBI Listing Regulations is annexed to the Corporate Governance Report,

29. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations. M/s. Vijay S. Tiwari & Associates. Practicing Company Secretaries have been appointed to conduct Secretarial Audit for a consecutive period of 5 (five) years commencing from FY 2025-26, during the 63-^:: Annual General Meeting of the Company,

The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act. Rules, SEBI Listing Regulations and Guidelines except in the following instances:

a. As per Regulation 60(2) of SEBI (LODR) Regulations, 2015, the Intimation of Record Date on Non-Convertible Debentures was delayed by 1 (one) day, consequently monetary penalty of 7 10,000/- (Rupees Ten Thousand only) was imposed by the BSE Limited and the same was duly paid by the Company and

b. As per Regulation 29(2) and Regulation 29(3) of the SEBI (LODR) Regulations, 2015, the prior intimation of the Board Meeting held on 9th February, 2026 could not be submitted before the National Stock Exchange of India Limited due to technical issues encountered during the submission process. Consequently the National Stock Exchange of India Limited imposed a monetary penalty of 710.000/- (Rupees Ten Thousand only), which was duly paid by the Company.

With respect to the aforementioned inadvertent lapses, the Board has taken necessary steps to strengthen the Internal Compliance Mechanism with a view to ensure timely filings and preventing the recurrence of such instances.

The Secretarial Audit Report does not contain any qualification. The Secretarial Audit Report and the Annual Secretarial Compliance Report obtained under Regulation 24Aof theSEBI Listing Regulations for the financial year ended March 31,2026 are annexed herewith as Annexure B and Annexure C.

30. COST AUDITORS

As your company is registered under the provisions of Reserve Bank of India Act. 1934 as Non-Banking Financial Company, maintenance of cost records and requirement of cost audit stipulated under the provisions of Section 148(1) of the Act are not applicable in respect of the business activities carried out by the Company.

31. SECRETARIAL STANDARDS

During the year under review, your Company has duly complied with the applicable Secretarial Standards issued by Institute of Company Secretaries of India.

32. RBI DIRECTIONS ANDGUIDANCE

The Company continues to comply with all the applicable regulations/guidelines/directions prescribed by the Reserve Bank of India ("RBI"), from time to time.

33. AUCTIONS CONDUCTED

In terms of the requirements stipulated under the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023, as amended from time to time, particulars about the gold loans auction conducted during the financial year for the pledged gold ornaments which have not been redeemed within the tenure of the loan as specified under the terms and conditions of the respective loan accounts, are as follows;

Particulars	March 31, 2026	March 31, 2025
Number of gold loan accounts	-	33
Outstanding Amounts (Lin lakhs)	-	T14760
Value fetched (Tin lakhs)	-	T148.60
Whether any of its sister concerns participated in the auction	-	-

34. RISK MANANGEMENT

The Risk Management Committee constituted by the Board of Directors of the Company in accordance with the Directions issued by the Reserve Bank of India from time to time, as applicable to the Company, subsumed into Reserve Bank of India (Non-Banking Financial Companies - Governance) Directions, 2025. entrusted with the responsibility of framing, implementing, and monitoring the Risk Management Plan of the Company. The Committee ensures the effectiveness of the risk management practices by periodically evaluating the adequacy of risk control measures and recommending improvements wherever necessary.

The Company remains committed to maintaining a robust risk management culture to safeguard the interests of its stakeholders and support sustainable business growth. The Committee considers the risks that impact the mid-term to the long-term objectives of the business, including those reputational in nature. The Audit Committee has additional oversight in the area of financial risks and controls. The Risk Management Policy is available on the website of the Company at https://manqalfincorp.com/investerZone.aspx

35. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company being an NBFC registered with the RBI and engaged in the business of giving loans in the ordinary course of its business, is exempt from complying with the provisions of section 186 of the Act with respect to loans. Accordingly the disclosures of the loans given as required under the aforesaid section have not been made in this Boards Report.

Particulars of loans and investments outstanding during the financial year are furnished in notes to the financial statements of the Company

Further, the Company has not provided any loans to Directors, senior officers and relatives of directors as per the Reserve Bank of India (Non-Banking Financial Companies - Credit Risk Management) Directions, 2025. or any other earlier directions issued by the Reserve Bank of India from time to time.

36. RELATED PARTY TRANSACTIONS

In terms of the provisions of the Act, SEBI Listing Regulations and the directions issued by RBI, from time to time, your company has in place "Policy on Materiality of Related Party Transactions" and same can be access on the Companys website at its weblink i.e. https://mancialfincorp.com/investerZone.aspx

During the financial year, all the related party transactions were entered at arms length basis and in the ordinary course of business, the particulars of such transactions are disclosed in the notes to the financial statements. All the related party transactions are presented to the Audit Committee for prior approval, accordingly, no Related Party Transaction required ratification by the Audit Committee during the year. A statement of related party transactions presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transactions.

During the year under review, your Company had not entered into any related party transactions covered within the purview of Section 188(1) of the Act, and accordingly, the requirement of disclosure of related party transactions in terms of Section 134(3)(h) of the Act in Form AOC - 2 is not applicable to the Company.

37. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company subsequent to the close of the FY 2025-26 till the date of this report.

38. DISCLOSURE AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Disclosures with respect to the remuneration of Directors. KMPs and employees as required under section 197(12) of the Act read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 are given in Annexure D to this Report.

39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Your Company being an NBFC and engaged in the financial services activities, its operations are not energy intensive, nor does it require adoption of specific technology and hence information in terms of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules. 2014 is not applicable to the Company.

40. FOREIGN EXCHANGE EARNINGS ANDOUTGO

During the year under review, your Company did not have any foreign exchange earnings and foreign currency expenditure.

41. WHISTLE BLOWER POLICY / VIGIL MECHANISM

In terms of Section 177(9) and Section 177(10) of the Act and the SEBI Listing Regulations, the Board of Directors have adopted a Whistle Blower Policy/Vigil Mechanism inter alia to provide formal mechanism to the Directors and employees of the Company to report their concerns to the Audit Committee of the Company and provide adequate safeguards against victimization of Director(s) or employee(s) who report genuine concerns under the mechanism.

Details of the Whistle Blower Policy/Vigil Mechanism have been provided in the Corporate Governance Report and is available on the website of the Company at https://manqalfincorp.com/ investerZone.aspx.

42. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Designated Persons and their immediate relatives, of the Company. To further strengthen compliance, the Company has implemented a secure software-based Structural Digital Database (SDD) system. This SDD is maintained internally and contains detailed records of all instances where UPSI has been shared, including the nature of information, the identity of persons with whom the information is shared, and their Permanent Account Numbers (PAN) or other identifiers as required.

The Code requires pre-clearance for dealing in the Companys securities and prohibits the purchase or sale of Company securities by the Designated Persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. The Code is available on the website of the company at https://manqalfincorp.com/investerZone.aspx

43. EMPLOYEE STOCK OPTION PLANS (ESOPs)

During the financial year 2025-26, your Company has not offered any Employee Stock Options scheme to Employees, Hence, the disclosures with respect to ESOPs under the relevant provisions of the Act and SEBi Listing regulations are not applicable to the Company.

44. CORPORATE SOCIAL RESPONSIBILITY POLICY

In light of your Companys philosophy of being a responsible corporate citizen, the Board of Directors adopted a CSR Policy lays down the principles and mechanism for undertaking various projects / programs as part of Companys CSR activities. In terms of the CSR Policy, Companys CSR activities are focused in the fields of education, women empowerment, environment, sanitation & water, healthcare and humanitarian relief.

Details of the composition of the CSR Committee and the CSR Policy have been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Boards Report. The Policy is available on Companys Website at https:// manqalfincorp.com/investerZone.aspx.

Disclosures in terms of Section 134(3) (o) and Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, with respect to CSR activities undertaken by the Company during the year under review have been provided atAnnexureEtothis Boards Report.

45. DETAILS AND STATUS OF ACQUISITION, MERGER & MODERNIZATION & DIVERSIFICATION

During the financial year 2025-26, no Acquisition, Merger, Modernization and Diversification have taken place in your Company.

46. INVESTORS EDUCATION AND PROTECTION FUND

In accordance with the provisions of the Section 124 of the Act read with Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended ("IEPF Rules"), Companies retains dividends, for seven years with them for payment to investors and after expi ry of seven years, transfer the said amount to EPF along with all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more.

In accordance with the said IEPF Rules and any amendments thereto, the Company had sent notices to all the Members whose shares were due to be transferred to the IEPF Authority and simultaneously published newspaper advertisement. In terms of the provisions of IEPF Rules. Rs. 2,91.433/- of unpaid/ unclaimed dividends and 360 shares were transferred during the financial year 2025-26 to the Investor Education and Protection Fund.

47. FRAUD REPORTING

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143 (12) of the Act. any instances of fraud committed against the Company by its officers or employees, the details of which needs to be mentioned in the Boards Report.

48.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS

During the year under review there were no significant material orders passed by the Regulators/ Courts/Tribunals against the Company which would impact the going concern status or its future operations.

49. HUMAN RESOURCES

The Company firmly believes that employees are its greatest asset and foundation of operations is human capital. The focus of the Pluman Resources (FIR) strategy is to enable the growth of the Company through talent fulfilment for growth areas, capability building in emerging technologies and building internal talent pipeline. The Company strives to create a conducive environment for growth and development of employees. Training & Development initiatives are being taken for employees from time to time.

Further, in alignment with the principle of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31,2026;

• Male Employees: 104

• Female Employees: 38

• Transgender Employees: 0

50. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION .PROHIBITION AND REDRESSAL) ACT, 2013 AND DISCLOSURES:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a Policy for prevention of Sexual Elarassment at workplace to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention. Prohibition & Redressal) Act. 2013 and the rules thereunder ("POSH Act"). The Company has complied with the provisions relating to the constitution of the Internal Committee under the POSH Act. The composition of IC is in accordance with POSH Act.

The following is a summary of Sexual Harassment complaint (s) received and disposed off during FY 2025-26. pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder:

• Number of complaints of sexual harassment received: Nil

• Number of complaints disposed off : Nil

• Number of cases pending for more than Ninety days: NA

The Company is committed to provide conducive environment in which ail individuals are treated with respect and dignity. The Company ensures that the necessary programs conducted from time to time to promote a safe and respectful work environment for all the employees.

51. COMPLIANCES UNDER THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act. 1961. All woman employees have been extended the benefits as prescribed under the Act. The Company remains committed to creating a supportive and inclusive work environment for women. Adequate internal mechanisms are in place to facilitate a smooth transition for employees availing maternity benefits, and to ensure their wellbeing during and after the maternity period,

52. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As your Company is not falling under top 1.000 equity listed entities, a Business Responsibility and Sustainability Report on the Environmental, Social and Governance is not applicable to the Company in accordance with the provisions of Regulation 34 of the SEBI Listing Regulations.

53. INDUSTRIAL RELATIONS

During the year under review, the Company continued to maintain cordial and harmonious industrial relations across all its business operations. The Company remains committed to fostering a professional, inclusive, and employee-centric work environment.

Regular training and awareness programmes were conducted for employees with a view to enhance employee awareness, strengthen the governance standards, and promoting a culture of integrity and accountability.

The Human Resources and Employee Relations functions continued to play a significant role in nurturing a positive, collaborative, and performance-driven workplace culture, thereby supporting employee engagement, operational excellence, and the sustainable growth of the Company.

54. OTHER STATUTORY DISCLOSURES

• The financial statements of the Company are placed on the Companys website at www.mangalfincorp.com.

• The securities of the Company were not suspended from trading during the year on account of corporate actions or otherwise.

• The Company has not defaulted in repayment of loans from banks and financial institutions.

• There were no delays or defaults in payment of interest/ principle in respect of any borrowings including debt securities.

• Neither any application was made, nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 against the Company

• During FY 2025-26, there was no instance of one-time settlement with Banks or Financial Institutions. Therefore, as per rule 5(xii) of Companies (Accounts) Rules, 2014. reasons of difference in the valuation at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions are not applicable.

• The Company has not entered into any agreements as required to be disclosed under Clause 5A of Paragraph A of Part A of Schedule III of SEBI Listing Regulations.

• Disclosures pursuant to RBI Master Directions, unless provided in the Directors Report, form part of the notes to the standalone financial statements.

• In accordance with Reserve Bank of India (Non-Banking Financial Companies - Financial Statements: Presentation and Disclosures) Directions. 2025. as amended from time to time, the Company, being a non-deposit taking NBFC has neither issued nor had any outstanding Perpetual Debt Instrument, during the reporting period or in any prior reporting period. Accordingly, the disclosure requirements relating to Perpetual Debt Instrument are not applicable to the Company.

• The Company has not issued any Sweat equity shares or equity shares with differential voting rights during FY 2025- 26.

• As the Company does not fall under the list of top 1.000 equity listed entities, the requirement of obtaining D&O insurance is presently not applicable to the Company,

• The Equity shares of your Company continue to be listed on BSE Limited and National Stock Exchange of India Limited and the Non-Convertible Debentures issued by the Company are listed on BSE Limited.

• The Company has paid the annual listing fees for the Financial Year 2026 to the aforesaid stock exchanges within the prescribed timelines.

• In accordance with the provisions contained in Section 136 of the Act and Regulation 34 of SEBI Listing Regulations, the Annual Report of the Company, containing Notice of the Annual General Meeting, Financial Statements, Cash Flow Statement, Report of the Auditors, Directors Report, Corporate Governance Report thereon are available on the website of the Company at www manqalfincorp.com

55. ACKNOWLEDGEMENT

The Directors take this opportunity to express their appreciation to all stakeholders of the Company including the Reserve Bank of India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, the Government of India and other Regulatory Authorities, the Depositories, BSE Limited, National Stock Exchange of India Limited, Bankers, Financial Institutions, Members, and Customers of the Company for their continued support and trust. The Board further places on record its appreciation for the dedicated services rendered by the employees of the Company.

For and on behalf of the Board of Directors
Meghraj Sohanlal Jain	Hardik Meghraj Jain
Chairman and Managing Director	Executive Director
DIN: 01311041	DIN: 07871480
Place: Mumbai	Place: Mumbai
Date: August 6, 2026	Date: August 6, 2026