Mangalam Industrial Finance Ltd Directors Report

relations/dividend dividend details pattern.

8. RIGHTS ISSUE:

? During the year under review, the Board of Directors of your Company, at its meeting held on 21^st June, 2024, approved the proposal to raise funds aggregating up to ^49,00,00,000/- (Rupees Forty-Nine Crores only) by way of a Rights Issue of equity shares to the eligible equity shareholders of the Company. The fund-raising initiative has been undertaken in compliance with the provisions of the Companies Act, 2013, the rules made thereunder, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws, as amended from time to time.

? Subsequently, the Rights Issue Committee of the Company, at its meeting held on 20^th December, 2024, considered and approved the Draft Letter of Offer in relation to the proposed Rights Issue. The Draft Letter of Offer was duly filed with BSE Limited seeking their in-principle approval for the proposed issue and listing of equity shares arising therefrom.

? BSE Limited issued In-principle approval vide Ref: LOD/RIGHT/AM/FIP/69/2025-26 dated 16^th April, 2025 for the proposed rights issue for an amount not exceeding ^ 49.00 Crores.

? As on the date of this Report, the Company is in the process of finalizing the Letter of Offer for filing with BSE Limited and completing other related compliances as required under applicable regulatory provisions. The proceeds of the proposed Rights Issue, once completed, are intended to strengthen the capital base of the Company, augment its business operations, and enhance long-term shareholder value.

9. SHARE CAPITAL:

There were no changes in Authorized, Issued, Subscribed and Paid up Share Capital during the Financial Year 2024-25.

As on 31^st March, 2025, the Authorized, Issued, Subscribed and Paid-up Share Capital of the company stood at:

Subsequent to the close of the financial year 2024-25, the Board of Directors of the Company, at its meeting held on 16^th June, 2025, approved an increase in the Authorized Share Capital of the Company from ^126,17,00,000/- (Rupees One Hundred Twenty-Six Crore Seventeen Lakhs only) divided into 126,17,00,000 equity shares of Re. 1/- each, to ^150,00,00,000/- (Rupees One Hundred Fifty Crore only) divided into 150,00,00,000 equity shares of Re. 1/- each, by creation of additional 23,83,00,000 (Twenty-Three Crore Eighty-Three Lakhs) equity shares of Re. 1/- each. The said resolution was passed by Members of Company pursuant to Postal Ballot dated 18^th July, 2025.

This increase in Authorized Share Capital has been undertaken to facilitate the proposed fund-raising activities of the Company and to provide adequate flexibility for future capital requirements, thereby supporting business expansion and long-term growth objectives.

? UTILISATION OF PROCEEDS

During the Financial Year ended 31^st March, 2025, the Company has not raised any funds. Accordingly, in compliance with Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has submitted a NIL Statement of Deviation/Variation, confirming that there were no deviations or variations in the utilization of funds, as no funds were raised.

Further, the Company has obtained in-principle approval from BSE for a proposed Rights Issue. However, the Draft Letter of Offer has not yet been filed and the process is currently underway. Therefore, as on 31^st March, 2025, no funds have been raised by the Company, and accordingly, a NIL Statement of Deviation/Variation has been filed.

? BUYBACK OF SECURITIES

During the year under review, the Company has not undertaken any buy-back of its securities. Accordingly, the disclosure under Section 68 of the Companies Act, 2013 and the rules made thereunder is not applicable.

? SWEAT EQUITY

During the year under review, the Company has not issued any Sweat Equity Shares. Accordingly, the disclosure requirements under Section 54 of the Companies Act, 2013 and the rules framed thereunder are not applicable.

? BONUS SHARES

During the year under review, the Company has not issued any Bonus Shares. Accordingly, the provisions relating to issuance of bonus shares under the Companies Act, 2013 and applicable regulations do not apply.

? EMPLOYEES STOCK OPTION PLAN

During the year under review, the Company has not granted or implemented any Stock Option Scheme to its employees, including Directors. Accordingly, the disclosures pertaining to ESOPs under the Companies Act, 2013 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are not applicable.

10. LISTING OF EQUITY SHARES:

The equity shares of the Company continue to remain listed on BSE Limited (Scrip Code: 537800).

The Company has duly complied with all the listing requirements and has paid the annual listing fees for the financial year 2024-25 to BSE Limited within the prescribed timeline.

Also Annual listing fees for the FY 2025-26 has been paid by the Company to BSE Limited.

11. CREDIT RATING

During the financial year ended 31^st March, 2025, the Company has not issued any debt securities nor has it accepted or renewed any fixed deposit schemes from the public.

Accordingly, there was no requirement to obtain a credit rating during the year under review.

12. MANAGEMENT- DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31^st March, 2025, the Board of Directors of the Company comprised Seven (07) Directors, consisting of One (01) Executive Director, actively engaged in the day-to-day management of the Company, Four (04) Non-Executive Independent Directors, and Two (02) Non-Executive Non-Independent Directors.

The composition of the Board is in conformity with the requirements prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR").

Further, in compliance with the provisions of SEBI LODR, the Board has identified and mapped the skills, expertise, and core competencies of its Directors that are considered essential for effective functioning and long-term value creation in the context of the Companys business operations.

A detailed disclosure on the Board structure, committee composition, tenure of directors, and the matrix of skills and competencies forms part of the Corporate Governance Report, which is annexed to this Annual Report.

? COMPOSITION OF BOARD OF DIRECTORS TILL DATE OF THE REPORT:

During the year under review, there is change in the composition of the Board as stated below:

? KEY MANAGERIAL PERSONNEL (KMP) TILL DATE OF THE REPORT

In terms of Section 2(51) and 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time), the following are the details of the Key Managerial Personnel ("KMP") of the Company and the changes, if any, during the financial year under review:

There was no other change in the composition of the Board of Directors and Key Managerial Personnel during the FY 2024-25, except as stated above.

13. MEETINGS OF THE BOARD OF DIRECTORS

During the financial year under review, 08 (Eight) meetings of the Board of Directors were duly convened and held. The time gap between two consecutive meetings were within the limit prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board Meetings during the financial year 2024-25 were held on the following dates:

? DETAILS OF THE ATTENDANCE OF THE DIRECTORS AT THE BOARD MEETINGS HELD DURING THE FINANCIAL YEAR ENDED ON 31^st MARCH, 2025 ARE AS FOLLOWS:

14. RETIRE BY ROTATION:

In terms of the provisions of Section 152 of the Companies Act, 2013 read with the Articles of Association of the Company, at least two-thirds of the total number of Directors (excluding Independent Directors) shall be liable to retire by rotation at every Annual General Meeting ("AGM"), and one-third of such Directors are required to retire from office at each AGM, but are eligible for re-appointment.

In accordance with the said provisions, Mr. Venkata Ramana Revuru (DIN: 02809108), Executive Director of the Company, is liable to retire by rotation at the ensuing 42^nd AGM. Being eligible, he has offered himself for reappointment.

The details of the proposed re-appointment, together with a brief profile of Mr. Venkata Ramana Revuru (DIN: 02809108), are provided in the Explanatory Statement pursuant to Section 102 of the Act, as well as in the disclosure under Regulation 36(3) of the SEBI (LODR) Regulations, 2015, which form part of the Notice convening the AGM.

Your Board recommends the re-appointment of Mr. Venkata Ramana Revuru as a Director of the Company, liable to retire by rotation.

15. BOARD GOVERNANCE:

The Company has established a well-defined framework of Board Governance Guidelines to ensure transparency, accountability, and effective oversight. These guidelines cover aspects such as Board composition and diversity, clear definition of independence, tenure and retirement of Directors, and the roles of the Chairman and Board Members.

The framework also governs the constitution and functioning of Committees, nomination and appointment processes, induction and training of Directors, and principles of fair remuneration. Further, the Company has adopted a Code of Conduct for all Directors and Senior Management, and conducts regular Board and Committee evaluations to assess performance and effectiveness.

Through this governance structure, the Board provides strategic direction while safeguarding the interests of shareholders and stakeholders, ensuring compliance with the Companies Act, 2013, SEBI (LODR) Regulations, and evolving best practices in corporate governance.

16. BOARD DIVERSITY:

The Company recognizes that a diverse Board of Directors is vital to effective decision-making, balanced governance, and long-term value creation for stakeholders. In line with this, the Board has adopted Board Diversity Guidelines, which emphasize the importance of bringing together individuals with varied perspectives, expertise, and backgrounds.

These guidelines take into account multiple parameters including skills, experience, knowledge base, industry expertise, age, gender, cultural and geographical background, and professional outlook. The objective is to create a balanced mix

of competencies that can collectively enhance the Boards effectiveness in guiding the Companys strategy and performance.

Further, the Company ensures compliance with all applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.The Board firmly believes that diversity fosters innovation, encourages independent thinking, and enables the Company to better understand and respond to the expectations of its diverse set of stakeholders.

The Company remains committed to reviewing its diversity practices on a regular basis to ensure that the Board continues to reflect an optimal combination of attributes required for the Companys sustained growth and governance excellence.

17. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT, 2013:

The companys directors provide the following statements, which they believe to be true and accurate based on the information they have available. These statements comply with the requirements of Section 134 of the Companies Act, 2013.

The companys board of directors confirms that it has complied with the requirements of Section 134(3)(c) of the Companies Act, 2013, regarding the directors responsibility statement with regards to following:

i. In the preparation of the annual accounts for the Financial Year ended 31^st March, 2025 the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. That 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 the end of the financial year and of the profit of the Company for the year ended 31^st March, 2025;

iii. The Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities;

iv. The Directors have prepared the annual accounts for the Financial Year ended 31^st March, 2025 on a going concern basis;

v. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

vi. That 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.

18. DECLARATION BY INDEPENDENT DIRECTORS AS ON MARCH 31, 2025:

In terms of the provisions of Section 149(6) of the Companies Act, 2013, read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has received necessary declarations from all its Independent Directors confirming that they meet the criteria of independence prescribed under the aforesaid provisions. These declarations were submitted in compliance with Section 149(7) of the Companies Act, 2013.

Further, as per the requirements of Section 150 of the Companies Act, 2013 and the rules framed thereunder, the Independent Directors of the Company have duly registered themselves with the databank maintained by the Indian

Institute of Corporate Affairs (IICA), Manesar. Those Independent Directors who were required to undertake the online proficiency self-assessment test have successfully completed and cleared the said test within the prescribed time period.

The Board of Directors, after a detailed assessment of the declarations submitted and on examination of disclosures regarding relationships and other relevant criteria, has confirmed that the following Non-Executive Directors of the Company qualify as Independent Directors:

The Board of Directors is of the opinion that all Directors including the Independent Directors of the Company possess requisite proficiency, expertise and experience. The Board is of the opinion that the Independent Directors of the Company are professionally qualified and well experienced in their respective domains and meet the criteria regarding integrity, expertise, experience and proficiency. Their qualifications, specialized domain knowledge, strategic thinking & decision making and vast experience in varied fields has immensely contributed in strengthening the Companys processes to align the same with good industry practices.

? SEPARATE MEETINGS OF INDEPENDENT DIRECTORS:

In accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013, Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and pursuant to the SEBI (LODR) (Third Amendment) Regulations, 2024, vide Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12^th December, 2024, read with Schedule II, Part E (Discretionary Requirements), separate meetings of the Independent Directors of the Company were held on 08^th February, 2025 and 27^th March, 2025.

At these meetings, the Independent Directors, inter alia, deliberated on the following matters:

• Evaluation of the performance of Non-Independent Directors and of the Board as a collective body;

• Assessment of the performance of the Chairman, taking into account the views of both Executive and NonExecutive Directors;

• Review of the quality, adequacy, timeliness, and content of information flow between the Management and the Board to ensure effective discharge of the Boards functions.

The Independent Directors also carried out the evaluation of the Chairman & Managing Director as well as the NonExecutive Directors. The outcome of the evaluation reflected overall satisfaction with the performance, governance practices, and the effectiveness of the Board and its leadership.

The Board of Directors further affirms that all Independent Directors of the Company meet the criteria of independence prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, and continue to function independently of the Management. It is further confirmed that all Independent Directors attended the aforesaid meetings.

19. CODE OF CONDUCT:

The Company has formulated and implemented a comprehensive Code of Conduct Policy applicable to all Board Members and Senior Management Personnel. This policy serves as a guiding framework to ensure ethical business practices, transparency, integrity, and accountability in all dealings of the Company.

The Board Members have affirmed their compliance with the Code, reflecting the Companys commitment to maintaining the highest standards of corporate governance.

? COMPLIANCE WITH THE CODE OF CONDUCT

A declaration signed by the Managing Director, affirming that all Directors and Senior Management Personnel of the Company have complied with the provisions of the Companys Code of Conduct for the financial year 2024-25, in accordance with the requirements of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Annual Report.

? COMPLIANCE WITH SECRETARIAL STANDARDS

During the FY 2024-25, the Company has complied with the applicable provisions of the Secretarial Standards - 1 relating to Meetings of the Board of Directors and Secretarial Standards - 2 relating to General Meetings specified by the Institute of Company Secretaries of India and approved by the Central Government under Section 118 (10) of the Act.

20. BOARD COMMITTEES:

In order to adhere to the best corporate governance practices, to effectively discharge its functions and responsibilities and in compliance with the requirements of applicable laws, the Board of directors has constituted following committees:

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholders Relationship Committee

> Rights Issue Committee

The details with respect to powers, roles, terms of reference and changes in committee compositions, if any, of

Committees along with the dates on which meetings of Committees were held during the FY 2024-25 including the number of Meetings of the Committees that each Directors attended is provided in the Corporate Governance Report which forms part of this Report.

Further as per Section 177(8) of the Act, as amended from time to time, there have been no instances during the year where recommendations of the Audit Committee were not accepted by the Board of Directors.

? COMMITTEE MEETINGS (AS ON 31^st MARCH, 2025)

Following are the details of Committee meetings held during the Financial Year 2024-25

? COMMITTEE RECOMMENDATIONS

During the year under review, the Board of Directors considered and adopted all recommendations made by its Committees, in compliance with the provisions of the Companies Act, 2013 and applicable regulations. There were no instances where any recommendation of a Committee was not accepted by the Board.

21. BOARD PROCESSES, PROCEDURES AND PRACTICES:

? The Company recognizes that an effective Board is fundamental to sound governance and long-term success. The Board is composed of members with diverse expertise, knowledge, and perspectives, who are committed to their fiduciary duties and responsibilities. A structured governance framework guides the Board in steering the Company towards achieving its strategic objectives in an efficient and transparent manner.

? The functioning of the Board involves well-defined processes, including circulation of agendas, convening of meetings, deliberation on key matters, decision-making, and oversight of committees. In line with statutory requirements and best governance practices, the Board meets at least four times during the financial year, ensuring that the gap between two meetings does not exceed 120 days. Notices, detailed agenda papers, supporting notes, and other relevant information are circulated to Directors in advance to enable informed and timely decision-making. In exceptional cases, with the approval of the Board, certain items may be tabled at the meeting itself.

? During the meetings, the Chairman ensures adequate time for meaningful deliberations on all agenda items, particularly those involving strategic decisions. Constructive dialogue is encouraged, thereby enabling the Board to discharge its duties effectively.

? Further, the Company provides its Board and Committees with all material information as prescribed under

Regulation 17 and Part A of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Such information is shared either in advance through agenda papers or presented during the meetings by way of detailed discussions and presentations. In cases involving unpublished price-sensitive information (UPSI), the same is circulated securely and only with the unanimous approval of the Board.

22. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD & ITS COMMITTEES AND OF INDIVIDUALS DIRECTORS:

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Executive and Non- Executive Directors of the Company as per Section 178 of the Act, as amended from time to time, and as per Regulation 19 of the Listing Regulations. The criteria was set based on various attributes, inter alia, profile, experience, contribution, dedication, knowledge, sharing of information with the Board, regularity of attendance, aptitude & effectiveness, preparedness & participation, team work, decision making process, their roles, rights, responsibilities in the Company, monitoring & managing potential conflict of interest of management, providing fair and constructive feedback & strategic guidance and contribution of each Director to the growth of the Company.

The Company has devised the Boards Performance Evaluation process along with performance evaluation criteria / form for Independent and Non-Independent Directors of the Company and criteria for evaluation of Boards / Committees performance along with remarks and suggestions. The performance of the Board as a whole and Committees were evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

Independent Directors of the Company in their Separate meeting reviewed the performance of Non-Independent Directors and Chairman of the Company. The Independent Directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The feedback of the Meeting was shared with the Chairman of the Company in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.

Criteria for performance evaluation of Board, that of its Committees and Individual Directors are provided in Corporate Governance Report which is forming part of this report.

23. FAMILIARIZATION PROGRAMMES:

The Board of Directors is provided with adequate opportunities to familiarize themselves with the Company, its management, and overall operations. As part of the familiarization programme, the Company organizes various programs, sessions, and seminars to keep Directors updated on industry trends, business processes, applicable laws, rules, regulations, and governance practices relevant to the Companys operations. Presentations covering key business areas, including strategy, risks, opportunities, and quarterly performance, are also shared to enable Directors to gain deeper insight into the Companys diverse activities and the industry in which it operates.

Further, at the time of their appointment, each Director is issued a formal letter clearly setting out their roles, functions, duties, responsibilities, and expectations from the Board. The familiarization programme for Independent Directors is specifically designed to help them effectively understand the Companys business model, management framework,

and operations, thereby enabling them to contribute meaningfully to the Boards deliberations.

24. AUDIT COMMITTEE:

The Company has constituted an Audit Committee in compliance with the provisions of Section 177 of the Companies Act, 2013, the applicable rules framed thereunder, and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The Audit Committee functions in accordance with its terms of reference as approved by the Board, which are aligned with the statutory requirements.

The Board of Directors confirms that all recommendations made by the Audit Committee during the financial year were accepted in full, and accordingly, no disclosure is required in respect of any non-acceptance of such recommendations.

The composition of the Audit Committee, along with details of its meetings and attendance of members during the year, is provided in the Corporate Governance Report, which forms part of this Annual Report.

? COMPOSITION OF THE AUDIT COMMITTEE AS ON 31^st MARCH, 2025:

Note:

*Mr. Nikhil Bhagwanshanker Dwivedi, Member of Audit Committee, resigned from the post of Non-Executive Independent Director from the Board of the Company on 23^rd April, 2025. He ceased to be Member of Audit Committee w.e.f. 23^rd April, 2025.

? AUDIT COMMITTEE RECOMMENDATIONS

During the year under review, there were no instances where the recommendations of the Audit Committee were not accepted by the Board.

25. RISK MANAGEMENT:

The Company has formulated and implemented a comprehensive Risk Management Policy that provides a structured framework for identifying, assessing, monitoring, and mitigating potential risks that may impact its operations and business continuity. The policy not only sets out the Companys approach to managing financial, operational, compliance, and strategic risks but also defines the responsibilities of senior executives in risk monitoring, mitigation, and reporting. During the year under review, the management reviewed and updated the Risk Management Policy to further strengthen its effectiveness by aligning it with evolving industry practices, regulatory changes, and emerging business risks. This structured approach helps the Company safeguard its assets, ensure sustainable business growth, and strike an optimal balance between risk and reward while protecting and enhancing shareholder value.

In accordance with the provisions applicable to listed entities ranked between 1001 and 2000 by recognized stock exchanges, the constitution of a Risk Management Committee is discretionary, with its composition, roles, and responsibilities specified under the relevant regulations. Since the Company falls outside the mandatory threshold for such constitution, no separate Risk Management Committee was reconstituted during the financial year 2024-25. Nevertheless, the Board of Directors, through its established governance framework and existing Board Committees, continues to oversee and monitor key risks. This approach ensures that appropriate risk management practices, internal controls, and mitigation strategies remain in place to safeguard the Companys interests and support sustainable growth.

26. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

27. DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures relating to the remuneration and other details of Directors, Key Managerial Personnel, and employees of the Company are annexed to this Report as Annexure - B.

It is further confirmed that during the year under review, the Company has not employed any individual drawing remuneration in excess of the limits prescribed under Rule 5(2) of the said Rules.

28. POLICY ON REMUNERATION:

In accordance with the provisions of Section 178 of the Companies Act, 2013 and other applicable provisions, if any, of the Act read with the Rules thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a comprehensive Nomination and Remuneration Policy for the appointment and remuneration of Directors, Key Managerial Personnel (KMP), and Senior Management.

As per the Policy, all proposals for appointment of Directors, KMP, and Senior Management are reviewed and recommended by the Nomination and Remuneration Committee (NRC) in its duly convened meetings before being placed before the Board for approval.

The key features of the NRC Policy are as follows:

• Laying down the objectives of the Policy in line with the Companys long-term goals and governance principles.

• Providing definitions for terms relevant to the Policy for better clarity and consistency.

• Establishing a framework for the appointment and removal of Directors, KMP, and Senior Management personnel.

• Outlining the guiding principles for determining the remuneration structure of Managerial Personnel, KMP, Senior Management, and other employees, ensuring fairness and competitiveness.

• Prescribing norms for determining the remuneration payable to Non-Executive and Independent Directors in line with applicable legal and regulatory provisions.

29. ACCEPTANCE OF PUBLIC DEPOSIT:

During the financial year under review, the Company, being a Non-Banking Financial Company (NBFC), has neither accepted nor renewed any deposits from the public or its employees, within the meaning of Section 73 of the Companies Act, 2013, and the Companies (Acceptance of Deposits) Rules, 2014.

30. DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES:

As required under Clause (viii) of Rule 2 of Companies (Acceptance of Deposits) Rules, 2014, the details of loans availed by the Company from its Directors and/or from their relatives, are given below:

31. PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

In accordance with Section 186(11) of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014, as amended, the Company, being an NBFC registered with the Reserve Bank of India and having as its main objects, as per the Memorandum of Association, the carrying on of investment activities and financing of industrial enterprises, is exempt from complying with the provisions of Section 186, except for subsection (1), in relation to loans granted, guarantees given, securities provided, or investments made by the Company.

Further, for details of investments made by the Company, if any, please refer Notes to the Audited Financial Statements of the Company for the financial year ended March 31, 2025.

32. CONTRACTS AND AGREEMENTS WITH RELATED PARTIES:

During the financial year 2024-25, all transactions with related parties, as defined under Section 2(76), 188(1) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR") were carried out in the ordinary course of business and at arms length. All such transactions were reviewed and approved by the Audit Committee, ensuring full compliance with the Companys policy and regulatory requirements.

For the financial year 2024-25, all materially significant RPTs with promoters, directors, key managerial personnel, or other designated persons were placed before the Audit Committee for prior approval. Omnibus approval was obtained annually for transactions of a repetitive nature. Disclosures were made to the Board regularly, in accordance with IND AS 24, and further details can be referred to in Note 31 of the Standalone Financial Statements.

In compliance with Regulation 23(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has duly filed its half-yearly disclosures of related-party transactions with the Stock Exchange within the prescribed timelines. Pursuant to the amendment as notified by SEBI through a circular dated December 31, 2024 (SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185), the Company has also disclosed and filed all related-party transactions for the financial year ended March 31, 2025, in the Integrated Finance.

Details of contracts or arrangements with related parties during the financial year ended March 31, 2025, as specified under Section 188(1) of the Companies Act, 2013, are set out in Annexure A to this report.

33. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not covered under the provisions of Section 135 of the Companies Act, 2013, and the Companies (Corporate Social Responsibility Policy) Rules, 2014, for the financial year 2024-25. Accordingly, the Company is not required to formulate a CSR policy or undertake any CSR initiatives during the year.

34. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO THE PROVISIONS OF SECTION 134(3)(M) OF THE COMPANIES ACT. 2013 (ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES. 2014:

The Company is not required to provide disclosures relating to the conservation of energy, technology absorption, or foreign exchange earnings and outgo, in accordance with Section 134(3)(m) of the Companies Act, 2013, and the Companies (Accounts) Rules, 2014.

35. AUDITORS. AUDIT QUALIFICATIONS AND BOARDS EXPLANATIONS

? STATUTORY AUDITORS

The Companys statutory auditors play a vital role in upholding transparency, integrity, and compliance in financial reporting. At the 38^th Annual General Meeting held on September 27, 2021, the shareholders appointed M/s. Mahesh Udhwani & Associates, Chartered Accountants, Vadodara (Firm Registration No. 129738W) as the statutory auditors of the Company for a term of two years, up to the conclusion of the 40^th Annual General Meeting in 2023.

Subsequently, in accordance with regulatory requirements and based on the recommendation of the Audit Committee, the Board of Directors reappointed M/s. Mahesh Udhwani & Associates for a second term of three years, which will conclude at the 43^rd Annual General Meeting of the Company. The terms of their engagement, including remuneration, were mutually agreed upon between the auditors and the Board.

The auditors have confirmed that they are eligible and qualified to continue as statutory auditors of the Company and comply with all conditions under Sections 139 and 141 of the Companies Act, 2013, as well as relevant guidelines issued by the Reserve Bank of India.

For the financial year 2024-25, the statutory auditors report does not contain any qualifications, observations, or adverse remarks, indicating the Companys adherence to prescribed accounting standards and regulatory requirements.

The Board of Directors values the professional guidance and assurance provided by the auditors, which strengthens the Companys financial reporting processes, internal controls, and compliance framework. The engagement of experienced statutory auditors contributes to maintaining high standards of financial transparency, investor confidence, and corporate governance.

? INTERNAL AUDITOR

The Company has appointed M/s. Upadhyay & Company LLP, Chartered Accountants (Firm Registration No. 131136W) as its Internal Auditors in compliance with the provisions of Section 138(1) of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014. The appointment reflects the Companys commitment to maintaining robust internal controls, risk management practices, and governance standards.

The Internal Auditors report directly to the Audit Committee of the Board, ensuring their independence and objectivity. The Audit Committee conducts a quarterly review of the audit findings, including the assessment of the adequacy and effectiveness of internal control measures and compliance with applicable laws and regulations. The Committee

evaluates the recommendations of the Internal Auditors and provides guidance for strengthening internal systems, operational efficiency, and financial reporting reliability.

Further, at its meeting held on 17^th May, 2025, the Board of Directors approved the reappointment of M/s. Upadhyay & Company LLP as the Companys Internal Auditors for the financial year 2025-26. The continued engagement of a professionally qualified and experienced audit firm ensures continuity, in-depth understanding of the Companys operations, and sustained focus on enhancing the internal control environment.

? SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013, read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors at its meeting held on 24^th April, 2024, appointed M/s. Pooja Gala & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for conducting the Secretarial Audit for the financial year 2024-25.

Subsequently, based on the recommendation of the Audit Committee, the Board at its meeting held on 21^st June, 2024, appointed CS Kamal A Lalani, Practicing Company Secretary, in place of M/s. Pooja Gala & Associates, to undertake the Secretarial Audit of the Company for the financial year 2024-25 with effect from 21^st June, 2024.

Further, at its meeting held on 10^th March, 2025, the Board of Directors approved the appointment of Mr. Kamal A. Lalani (M No: A37774) and (COP: 25395), Peer-Reviewed Practicing Company Secretary, as the Secretarial Auditor of the Company for a term of five consecutive financial years, from 1st April, 2025, to 31st March, 2030. This appointment has been made pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations"), and Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Meetings of Board and its Powers) Rules, 2014, based on the recommendation of the Audit Committee and the approval of the Board of Directors.

The appointment is subject to the approval of shareholders at the ensuing Annual General Meeting. The appointment of a peer-reviewed and experienced Secretarial Auditor underscores the Companys commitment to strong corporate governance, statutory compliance, and transparency in all secretarial and regulatory matters.

The Secretarial Auditor has submitted their report in Form MR-3 for the financial year ended 31^st March, 2025, which forms part of the Directors Report as Annexure D. The report confirms that the Company has complied with all applicable provisions of the Companies Act, SEBI regulations, and other statutory requirements.

There is qualification made by the auditors in their Secretarial Audit Report of the Company for the financial year ended 31^st March, 2025. The observation made in the Secretarial Audit Report are as per the following:

? During the period under review, the Company has submitted the required forms and returns with the Registrar of Companies (ROC)/Ministry of Corporate Affairs (MCA) within the prescribed time, except for a few e-forms which were submitted with additional fees.

Managements Response / Boards Comments:

The Board noted the observation of the Secretarial Auditor. The delay in filing of certain e-forms was inadvertent and occurred due to procedural/technical reasons. The Board further confirms that the said e-forms have since been filed with additional fees, thereby regularizing the compliance. The Company is in the process of further strengthening its internal monitoring mechanism to ensure timely filing of all statutory forms in future and avoid recurrence of such delays.

? REPORTING OF FRAUDS

During the financial year 2024-25, neither the Statutory Auditors nor the Secretarial Auditors have reported any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Companies Act, 2013. Accordingly, there are no matters related to fraud requiring disclosure in the Boards Report for the year.

? INTERNAL FINANCIAL CONTROLS

The Company has conducted a comprehensive audit for the financial year 2024-25 to ensure compliance with all applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the circulars and guidelines issued thereunder.

In accordance with Section 134(3)(q) of the Companies Act, 2013, read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, the Company has established and maintained adequate internal control systems that are commensurate with its size, scale, nature, and complexity of operations. These systems are designed to safeguard all assets and investments against loss, theft, or unauthorized use, and provide reasonable assurance regarding the accuracy and reliability of financial and operational information.

The Company has devised systems to ensure compliance with the provisions of all applicable laws to the Company. During the year, M/s. Upadhyay & Company LLP, (Chartered Accountants) the Internal Auditor of the Company were assigned the responsibility for ensuring and reviewing the adequacy of legal compliance systems in the Company as required under the Act. Compliance with all laws applicable to the Company was checked by the Internal Auditor and no non-compliance with laws applicable to the Company was reported to the Company.

Further, the internal control framework ensures adherence to management policies, regulatory compliance, and proper monitoring of organizational processes, thereby strengthening governance and supporting effective decisionmaking across the Company.

? STAUTORY DISCLOSURES

A copy of the audited financial statements of the Company for the financial year 2024-25 will be made available to any member of the Company who requests the same at any point in time. In accordance with the applicable accounting standards, a Cash Flow Statement for the financial year 2024-25 is annexed to the Balance Sheet, providing a clear view of the Companys liquidity, financial position, and movement of funds during the year.

36. COST AUDIT AND COST RECORDS:

During the financial year under review, the maintenance of cost records and the requirement of a cost audit, as prescribed under Section 148(1) of the Companies Act, 2013, are not applicable to the business activities carried out by the Company.

37. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY :

The Company has established a robust and well-structured system of internal controls to ensure the reliability of financial reporting and the safeguarding of assets. Comprehensive policies, guidelines, and procedures are in place across all business processes, designed to maintain the accuracy of financial and operational records and support accountability throughout the organization.

The effectiveness of the internal control framework is assessed through a combination of internal audits, statutory audits, secretarial audits, including the statutory auditors audit of internal financial controls over financial reporting. The Internal Audit Plan is dynamic, aligned with the Companys strategic objectives, and reviewed quarterly by the Audit Committee. The Audit Committee also monitors the progress of management actions arising from internal audit observations to ensure timely resolution.

Based on the evaluation of the internal financial controls, the work performed by the auditors and consultants, and the oversight by management and relevant Board Committees, the Board of Directors is satisfied that the Companys internal financial controls were adequate and effective during the financial year 2024-25. Throughout the year, these controls were regularly assessed, and no material weaknesses were identified in their design or operation.

38. INTERNAL AUDIT & CONTROL SYSTEMS:

The Company has a well-defined and documented internal control system, tailored to its size, scale, and nature of operations. This system is designed to provide reasonable assurance regarding the accuracy of transaction recording and the reliability of financial and operational information. Comprehensive checks and balances are in place to safeguard assets, ensure proper authorization and utilization, and accurately record all transactions in the Companys books. The Company continuously reviews and updates its processes and systems to respond effectively to evolving regulatory requirements and business conditions.

The Internal Auditors report directly to the Audit Committee, which, as of 31^st March, 2025, comprised Five (05) directors: One (01) Non-Executive Non-Independent Director and Four (04) Non-Executive Independent Directors. The Audit Committee is regularly updated on the findings of internal audits and the corrective actions taken by management. It assesses the adequacy and effectiveness of the internal control system, recommends improvements where necessary, and obtains the internal auditors opinion on the robustness of the control framework.

39. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 THE REPORT:

There were no material changes and commitments, if any, affecting the Financial Position of the Company which have occurred from the end of the Financial Year till the date of the Report.

40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis (MD&A) Report, providing a comprehensive overview of the Companys operations, financial performance, and business outlook, is included as Annexure C to this Annual Report. It offers insights into key operational highlights, market trends, risks, and future strategies of the Company.

41. CORPORATE GOVERNANCE:

The Company has a long-standing legacy of ethical governance practices and remains committed to implementing robust corporate governance frameworks to ensure transparency, accountability, and the creation of long-term shareholder value.

In accordance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance practices followed by the Company, along with a Certificate from the Secretarial Auditor confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations, forms part of this Annual Report under the heading "Report on Corporate Governance". This section highlights the Companys governance structure, Board composition, committee oversight, shareholder engagement, and adherence to best practices in corporate governance.

42. ANNUAL RETURN:

43. EQUAL OPPORTUNITY AND DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The company is dedicated to fostering a safe, healthy, and welcoming work environment for all employees, regardless of their gender, caste, creed, color, or social status. This commitment extends to all employees. During the financial year, no complaints were received regarding workplace conditions or discrimination.

44. AMENDMENT IN ARTICLES OF ASSOCIATION:

The Board of Directors of the Company, at its meeting held on 31^st August, 2024, approved the adoption of a new set of Articles of Association (AOA) of the Company, in accordance with the Form of Table F prescribed under the Companies Act, 2013, to replace the existing Articles of Association.

The new AOA has been restructured and aligned with the provisions of the Companies Act, 2013, Secretarial Standards issued by the Institute of Company Secretaries of India, and other applicable laws. The revised AOA provides a

modernized framework for the management and administration of the Company, reflecting contemporary governance practices and regulatory requirements.

The adoption of the new AOA was considered expedient to wholly replace the existing AOA and bring clarity, transparency, and consistency to the governance framework of the Company.

The shareholders of the Company, at the 41^st Annual General Meeting held on Saturday, 28^th September, 2024, conducted through Video Conferencing (VC)/Other Audio-Visual Means (OAVM), approved the adoption of the new set of AOA in compliance with the provisions of the Companies Act, 2013. This amendment ensures that the Companys governance framework remains current, robust, and in line with statutory requirements, and serves as a guiding document for the observance of all members.

45. AMENDMENT IN MEMORANDUM OF ASSOCIATION:

Subsequent to the close of the financial year 2024-25, the Board of Directors, at its meeting held on 16^th June, 2025, approved an increase in the Authorized Share Capital of the Company from Rs. 126,17,00,000/- (Rupees One Hundred Twenty-Six Crore Seventeen Lakhs only), divided into 126,17,00,000 (One Hundred Twenty-Six Crore Seventeen Lakhs) equity shares of Re. 1/- each, to Rs. 150,00,00,000/- (Rupees One Hundred Fifty Crore only), divided into 150,00,00,000 (One Hundred Fifty Crore) equity shares of Re. 1/- each. This increase was effected through the creation of additional 23,83,00,000 (Twenty-Three Crore Eighty-Three Lakhs) equity shares of Re. 1/- each.

Consequent to the increase in Authorized Share Capital, the Board also approved the alteration of Clause V of the Memorandum of Association (MOA) of the Company to reflect the revised share capital structure.

Pursuant to postal ballot results dated 18^th July, 2025, the members of the Company approved the alteration of the MOA, substituting the existing Clause V with the revised Clause V, thereby formally effecting the increase in Authorized Share Capital.

46. POLICY ON PRESERVATION OF DOCUMENTS AND ARCHIVAL OF DOCUMENTS :

47. INSIDER TRADING CODE:

In accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a comprehensive Code of Conduct for Prevention of Insider Trading. The Company has appointed its Company Secretary as the Compliance Officer, who is responsible for implementing the Code and ensuring adherence to the procedures for trading in the Companys securities. During the financial year 2024-25, the Company reviewed and updated its internal policies to align with the amendments introduced by SEBI in December 2024, which expanded the definition of connected persons, included unverified market-sensitive information as UPSI, and provided additional flexibility in trading plans. The Company has ensured compliance with these regulatory changes and has maintained a structured digital database to monitor and control the flow of unpublished price-sensitive information. During the year under

review, there were no instances of non-compliance with the Code, reflecting the Companys commitment to transparency, integrity, and the highest standards of corporate governance.

48. CEO/CFO CERTIFICATION:

In accordance with Regulation 17(8) read with Part B of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a certificate from the Chief Financial Officer (CFO) and Managing Director of the Company, addressed to the Board of Directors, has been obtained. The certificate confirms the accuracy and completeness of the financial statements, including the Cash Flow Statement for the financial year ended 31^st March, 2025, the adequacy of the internal control measures, and the matters reported to the Audit Committee. A copy of this certificate is included as part of this Annual Report under the heading "Report on Corporate Governance".

49. DECLARATION SIGNED BY THE MANAGING DIRECTOR STATING THAT THE MEMBERS OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL HAVE AFFIRMED COMPLIANCE WITH THE CODE OF CONDUCT OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT:

In accordance with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Annual Report includes a declaration by the Managing Director confirming that all Directors and Senior Management Personnel of the Company have fully complied with the Companys Code of Conduct during the financial year 2024-25.

50. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the FY 2024-25, there was no application made nor any processing was pending under the Insolvency and Bankruptcy Code, 2016.

51. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOANS FROM BANKS AND FINANCIAL INSTITUTIONS

The Company has not entered into any one-time settlement arrangements for loans from Banks or Financial Institutions during the financial year under review. Consequently, details relating to the difference between the loan valuation at the time of settlement and the original loan valuation, along with the reasons thereof, are not applicable.

52. SHARE TRANSFER SYSTEM

In accordance with Regulation 40 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, securities of listed companies can be transferred, transmitted, or transposed only in dematerialized form with effect from 1^st April, 2019. To eliminate risks associated with physical share certificates and to facilitate efficient portfolio management, shareholders holding shares in physical form are advised to convert their holdings into dematerialized form at the earliest.

Further, as per recent SEBI and MCA guidelines, all listed companies are required to ensure dematerialization of their equity shares to enhance transparency, safeguard investor interests, and simplify the transfer process. Shareholders are requested to liaise with the Companys Registrar and Share Transfer Agent or any SEBI-registered Depository Participant (DP) to complete the dematerialization process.

The Company continuously monitors the shareholding pattern to ensure compliance with statutory and regulatory requirements and to facilitate prompt processing of requests related to transmission, transfer, or dematerialization.

53. HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES AS PER THE COMPANIES ACT, 2013:

During the financial year under review, the Company does not have any holding, subsidiary, joint venture, or associate companies.

54. INDIAN ACCOUNTING STANDARDS. 2015:

The accompanying financial statements have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 2015, and other applicable provisions of the Companies Act, 2013. The financial statements comply, in all material respects, with IND AS, ensuring accurate presentation of the Companys financial position, performance, and cash flows.

55. SECRETARIAL STANDARDS OF ICSI:

The Company is in full compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2), issued by the Institute of Company Secretaries of India and approved by the Central Government. These standards ensure proper governance, transparency, and adherence to statutory requirements in the conduct of Board and shareholder meetings.

56. ACKNOWLEDGEMENTS:

The Board of Directors wishes to place on record its sincere gratitude and appreciation for the unwavering support and cooperation received from the Companys members, business associates, the Reserve Bank of India, financial institutions, and other government authorities during the past financial year. Their guidance and encouragement have played a vital role in enabling the Company to achieve its operational and strategic objectives.

The Board also acknowledges the dedication, commitment, and professionalism of the Companys employees at all levels, whose efforts have been critical in driving innovation, operational efficiency, and sustainable growth. Their contribution continues to strengthen the Companys competitive position and organizational resilience.

Further, the Board extends its appreciation to the shareholders, customers, and banking partners for their continued trust and support. The confidence of these stakeholders not only reinforces the Companys governance framework but also motivates the Board and management to pursue long-term value creation, transparency, and excellence in all aspects of business operations.

ANNEXURE -A TO THE DIRECTORS REPORT

(Pursuant to clause (h) of sub-section (3) of Section 134 of The Companies Act, 2013 and Rule 8(2) of The

Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in Section 188(1) of The Companies Act, 2013 including certain arms length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arms length basis: NIL

(a) Name(s) of the related party and nature of relationship: N.A.

(b) Nature of contracts / arrangements / transactions: N.A.

(c) Duration of the contracts / arrangements / transactions: N.A.

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: N.A.

(e) Justification for entering into such contracts or arrangements or transactions: N.A.

(f) Date(s) of approval by the Board: N.A.

(g) Amount paid as advances, if any: N.A.

(h) Date on which the special resolution was passed in general meeting as required under first proviso to Section 188: N.A.

2. Details of material contracts or arrangement or transactions at arms length basis:

The details of contracts or arrangements or transactions at arms length basis for the year ended 31^st March, 2025 are as follows:

Note:

All the above transactions were approved by the Members of Audit Committee and by the Board of Directors of the Company wherever required.

ANNEXURE-B TO THE DIRECTORS REPORT

The remuneration and perquisites provided to the employees and Management are at par with the industry levels. The remunerations paid to the Managing Director and senior executives are reviewed and recommended by the Nomination and Remuneration Committee.

(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2024-25.

NA - Not Applicable

Median remuneration of Employees: ^ 388,592/-

(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager in the financial year 2024-25.

NA - Not Applicable

(iii) The percentage increase/decrease in the median remuneration of employees in the financial year is 42.66%.

(iv) The number of permanent employees on the rolls of Company.

There are Six (06) permanent employees on the rolls of the Company.

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration if any : Not Applicable

(vi) Affirmation that the remuneration is as per the remuneration policy of the Company: Yes

The Company affirms that the remuneration is as per the remuneration policy of the Company.

(vii) During the year, there were no employees in the Company who have drawn or have received a remuneration aggregate not less than ^ 1.20 crores and none of the employees who were appointed for a part of the financial year is in receipt of remuneration of ^ 80 lakhs or more (^ 8.5 Lakhs per month for any part of that year).

(viii) There is inadequate profit during the financial year, so Managing Director of the Company has not received and not taken any remuneration as per the terms and conditions mentioned in the Agreement. Apart from the Managing Director; the employees had drawn the salary during the financial year under review.

(ix) The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of The Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

For Mangalam Industrial Finance Limited