Mangal Credit & Fincorp Ltd Directors Report

Dear Shareholders,

The Board of Directors of Mangal Credit and Fincorp Limited have great pleasure in presenting the 63^rd Annual Report along with the Audited Financial Statements for the financial year ended 31^st March, 2025.

1. FINANCIAL HIGHIGHTS

The key highlights of the audited financial statements of your Company for the financial year ended 31^st March, 2025 and comparison with the previous financial year ended 31^st March, 2024 are summarised below;

(Rs._in Lakhs except EPS)

Particulars	As at 31st March, 2025	As at 31st March, 2024
Total income	4,957.62	3,327.49
Total expenditure	3,103.77	1,894.99
Profit before tax and exceptional items	1,853.85	1,432.50
Exceptional items	33.31	-
Profit Before Tax	1,820.54	1,432.50
Less: Provision for Taxation
- Current tax	492.04	396.00
- Deferred tax asset	(9.26)	(20.23)
- Short provision for tax relating to prior years	31.00	2.14
Profit after tax	1,306.76	1,054.59
Appropriations:
- Transfer to Reserve Fund under Section 45-IC of the RBI Act, 1934	261.35	210.92
- Dividend	117.38	96.57
Earnings per share (Face Value Rs. 10/- each)
- Basic	6.68	5.45
- Diluted	6.58	5.45

2. REVIEW OF OPERATIONS

• Total Revenue increased to Rs._4957.62 Lakhs in FY 2024-25 from Rs._3327.49 Lakhs in FY 2023-24.

• Interest Income (NII) from operations increased to Rs._ 4803.54 Lakhs in FY 2024-25 from Rs._3215.28 Lakhs in FY 2023-24.

• Profit after tax (PAT) before OCI increased to Rs._ 1306.76 Lakhs in FY 2024-25 compared to Rs._1054.59 Lakhs in FY 2023-24.

• Loan Assets Under Management (AUM) increased by 28.81 % y-o-y to Rs._ 29,457 Lakhs in FY 2024-25 compared to Rs._22,870 Lakhs in FY 2023-24.

• Net Interest Income (NII) increased by 29.42% to Rs._3,035 Lakhs in FY 2024-25 compared to Rs._2,345 Lakhs in FY 2023-24.

• GNPA decreased to 1.19% in FY 2024-25 as compared to 1.31 % in FY 2023-24.

• NNPA is decreased to 0.66 % in FY 2024-25 as compared to 0.75 % in FY 2023-24.

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 2024-25.

4. DIVIDEND

The Board of Directors of the Company have at their meeting held on 15^th May, 2025, recommended final dividend @ 7.5% on equity shares i.e. Rs._ 0.75 per equity share of the face value of Rs._10/- each for the financial year 2024-25. 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 w.e.f. 1^st April, 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, 1961. All the required details regarding TDS on dividend are forming part of the Notice of 63^rd AGM which forms part of this Annual Report.

As your Company is not falling under top 1000 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 RESERVES

Pursuant to the requirement of Section 45-IC of the Reserve Bank of India Act, 1934, an amount of Rs._261.35 Lakhs (previous year ended 31^st March 2024 was Rs._ 210.92 Lakhs) was transferred to statutory reserve fund.

Statutory Reserve represents the Reserve Fund created under Section 45IC 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 has not issued any equity shares. Accordingly, the issued, subscribed, and paid-up share capital of the Company remained unchanged at Rs.19,56,39,860/- comprising 1,95,63,986 equity shares of face value Rs.10/- each.

However, as on 31^st March, 2025, 15,50,000 Convertible Equity Warrants issued by the Company were outstanding. These warrants are convertible into equivalent number of equity shares at the option of the warrant holder in accordance with the terms of issue.

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, Working Capital Demand Loans, Inter Corporate Loans of Rs._ 109.63 Crore from banks for an average tenor of 12 to 48 Months.

As far as repayment of term loan and inter corporate loans are concerned, your Company has repaid Rs._41.84 Crore, 21% of total outstanding term loans as of 31^st March, 2025.

Subsequent to closure of the reporting period and up to the date of this report, the Company has issued 4,000 fully paid, senior, secured, rated, listed, redeemable, taxable non-convertible debentures, each having a face value Rs._1,00,000/- (Indian Rupees One Lakh Only) in two tranches, aggregating to Rs._ 40,00,00,000/- . The said securities are listed and admitted to dealings on the BSE Debt segment w.e.f. April 7, 2025.

8. CAPITAL ADEQUACY RATIO

Your Companys Capital Adequacy Ratio, as of 31^st March, 2025, stood at 41.15% (Tier I Capital to Risk Weighted Assets Ratio), which is well above the regulatory requirement of 15% as prescribed by the RBI for NBFCs.

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

10. CREDIT RATING

Your Companys financial discipline and prudence_ are reflected in the strong credit rating_ ascribed by CRISIL Ratings Limited.

CRISIL_Ratings has assigned a CRISIL BBB/Stable (pronounced as CRISIL triple B rating with stable outlook) as stated below:

Rating Action	Date	Amount	Rating
Bank Loan facilities	Reaffirmed - 19th 2025 March, from	Rs._ 200Crore (enhanced Rs._75 Crore)	CRISIL BBB/Stable
NCDs	19th March, 2025 from Rs.	Rs._ 50Crore (enhanced _18 Crore)	CRISIL BBB/Stable

11. LISTING OF EQUITY SHARES ON THE PLATFORM OF NSE

During the financial year, the equity shares of the Company were listed and admitted to dealings on the platform of National Stock Exchange of India Limited w.e.f. 16^th August, 2024, with a symbol of "MANCREDIT".

12. CHANGE IN THE NATURE OF BUSINESS

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

13. 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 Companys website under the web_link https://mangalfincorp.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 2024-25 is 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

14. 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 31^st March 2025, 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.

Retirement by Rotation of the Directors

In accordance with the provision of Section 152(6) of the Act, Mr. Meghraj Jain (DIN: 01311041) designated as Chairman and Managing 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 resolution for re-appointment of Mr. Meghraj Jain forms part of the Notice convening the Annual General Meeting. The profile and particulars of experience that qualify Mr. Meghraj Jain for Board membership, are disclosed in the Notice convening ensuing Annual General Meeting.

Changes in Key Managerial Personnel

During the financial year, Mr. Chirag Parmar, tendered his resignation from the position of Company Secretary and Compliance Officer of the Company, which was accepted by the Board. His cessation was effective from the close of business hours on 25^th March, 2025.

It is further informed that, subsequent to the close of the reporting period, the Board has, after due deliberation, re-appointed Mr. Chirag Parmar as the Company Secretary and Compliance Officer of the Company with effect from 7^th June, 2025.

15. 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, declaration 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 22^nd October, 2019, regarding the requirement relating to enrolment in the data bank created by MCA for Independent Directors, had been received from all Independent Directors.

16. 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 Vijay S. Tiwari & Associates, Practicing Company Secretary, confirming that none of the Directors on the Board of the Company as on 31^st March, 2025 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.

17. 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 access at https://mangalfincorp.com/investerZone.aspx.

18. 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 5 (five) times during the financial year 2024-25. The details of the Board meetings 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.

19. 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 non-mandatory 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 Advance 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.

20. 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 31^st March, 2025 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 assets of 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.

21. MANAGEMENT DISCUSSION AND ANALYSIS

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

22. 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 have 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.

23. 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://mangalfincorp. com/investerZone.aspx

24. 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.

25. 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.

26. STATUTORY AUDITORS & THEIR REPORT

During the 61^st Annual General Meeting of the Company, M/s. Bhagwagar Dalal & 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 61^st Annual General Meeting till the conclusion of 66^th 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 HFCs) bearing reference no.DoS. CO.ARG/SEC.01/08.91.001/2021-22 dated 27^th April, 2021 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 re-enactment 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 does not contain any qualification, reservation, adverse remark, or disclaimer.

27. 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 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.

28. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed Vijay S. Tiwari & Associates, Practicing Company Secretaries to conduct the Secretarial Audit for the FY 2024-25.

The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, SEBI Listing Regulations and Guidelines and that the report does not contain any qualification. The Secretarial Audit Report along with Annual Secretarial Compliance Report obtained under Regulation 24A of the SEBI Listing Regulations for the financial year ended 31^st March, 2025 are annexed herewith as

Annexure B and Annexure C.

Further to inform that in compliance with the provisions of Regulation 24A of the SEBI Listing Regulations, the Board of Directors of the Company has recommended to the members for appointment of Vijay S. Tiwari & Associates, Practicing Company Secretaries, as Secretarial Auditor to conduct Secretarial Audit for a consecutive period of 5 (five) years commencing from FY 2025-26. The resolution along with necessary details for appointment of Secretarial Auditor form part of the notice of ensuing Annual General Meeting.

29. 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.

30. 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.

31. RBI DIRECTIONS AND GUIDANCE

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

32. 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, 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	31st March, 2025	31st March, 2024
Number of gold loan accounts	33	114
Outstanding Amounts (Rs._in lakhs)	Rs._147.60	Rs._260.91
Value fetched (Rs._in lakhs)	Rs._148.60	Rs._264.60
Whether any of its sister concerns participated in the auction	-	-

33. RISK MANANGEMENT

The Risk Management Committee constituted by the Board of Directors of the Company in accordance with the applicable Reserve Bank of India (RBI) regulations is 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://mangalfincorp.com/investerZone.aspx

34. 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.

35. 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://mangalfincorp.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. A statement of all related party transactions is presented before 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.

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

There are no material changes and commitments, have been occurred, affecting the financial position of the Company subsequent to the close of the FY 2024-25 till the date of this report.

37. 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.

38. 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.

39. FOREIGN EXCHANGE EARNINGS AND OUTGO

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

40. 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://mangalfincorp.com/ investerZone.aspx.

41. 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 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://mangalfincorp.com/investerZone.aspx

42. EMPLOYEE STOCK OPTION PLANS (ESOPs)

During the financial year 2024-25, 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.

43. 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://mangalfincorp.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 at Annexure E to this Boards

Report.

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

During the financial year 2024-25, no Acquisition, Merger, Modernization and Diversification have taken place in your Company.

45. 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 expiry of seven years, transfer the said amount to IEPF 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._ 2,44,706.98 of unpaid/unclaimed dividends and 2,93,480 shares were transferred during the financial year 2024-25 to the Investor Education and Protection Fund.

46. 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.

47. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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.

48. HUMAN RESOURCES

The Company firmly believes that employees are its greatest asset and foundation of operations is human capital. The focus of the Human Resources (HR) 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 31^st March, 2025;

• Male Employee: 93

• Female Employees: 31

• Transgender Employees: 0

49. PREVENTION OF SEXUAL HARASSMENT OF WOMAN 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 Harassment 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 2024-25, 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 all 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.

50. 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 well-being during and after the maternity period.

51. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As your Company is not falling under top 1,000 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.

52. 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 2024-25, 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 reported.

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

• The Company has not issued any Sweat equity shares or equity shares with differential voting rights during FY 2024-25.

• As the Company does not fall under the list of top 1,000 listed entities, the requirement of obtaining D&O insurance is presently not applicable to the Company.

• 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. mangalfincorp.com

53. 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	Sd/-
Sd/-	Hardik Jain
Meghraj Sohanlal Jain	Executive Director
Chairman and Managing Director	DIN: 07871480
DIN: 01311041	Place: Mumbai
Place: Mumbai	Date: 5th August, 2025
Date: 5th August, 2025