Mansi Finance Chennai Ltd Directors Report

Dear Members,

Your directors are pleased to present the 32nd Boards Report of Mansi Finance (Chennai) Limited (‘the Company) along with the Audited Financial Statements for the financial year ended March 31, 2026 ("FY2025-26").

State of Companys Affairs:
(A) Financial summary or highlights:
The standalone financial performance of the Company for the financial year ended March 31, 2026, is summarised below:

(Rs. in Lakhs)

Particulars	2025-26	2024-25
Total Income	1072.73	1313.89
Total Expenditure	619.25	947.48
Earnings before interest, depreciation and tax	654.37	598.78
Finance cost	183.88	225.67
Depreciation	17.01	6.69
Profit before Exceptional & Extra-ordinary items and tax	453.48	366.42
Exceptional & Extra-ordinary items	-	-
Profit after Exceptional & Extra-ordinary items & before tax	453.48	366.42
Provision for taxation (Net of deferred tax)	126.57	68.54
Profit after tax	326.91	297.88
Amount available for appropriation	326.91	297.88
Appropriations:
Transfer to Statutory Reserve maintained u/s 45IC of RBI Act, 1934	65.38	59.58
Transfer to General reserve	-	-
Proposed dividend	-	-
Tax on proposed dividend	-	-
Balance carried to Balance Sheet	261.53	238.30

(B) Operations:
Your companys net worth on a standalone basis grew significantly by Rs.326.91 Lakhs to Rs.4084.12 Lakhs as of March 31, 2026. The increase in net worth was mainly due to an increase in profit. Your Company has been able to maintain its financial position during the current year. The gross amount of loans provided by the Company stood at Rs.4908.17 Lakhs as on March 31, 2026 as compared to Rs.4807.45 Lakhs as on March 31, 2025. The Companys borrowing has reduced from Rs.2150.01 Lakhs to Rs.1913.58 Lakhs.

The Standalone Financial Statements have been prepared in compliance with the Indian Accounting Standards (IND AS) as notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

Extract of Annual Return (Form MGT-7):
The Annual Return as required under sub-section (3) of Section 92 of the Companies Act, 2013 (‘the Act) in Form MGT-7 is made available on the website of the Company and can be accessed at https://mansi.in

Number of board meetings conducted during the year under review:
The Board met four times during the financial year, the details of which are given hereunder. Proper notices were given and the proceedings were recorded and signed in the Minutes Book as required by the Articles of Association of the Company and the Act. The details of the attendance of Directors have been provided in the Corporate Governance Report which is being part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Quarter	Date of Board Meeting
1st April, 2025 to 30th June, 2025	30.05.2025
1st July, 2025 to 30th September, 2025	14.08.2025
1st October, 2025 to 31st December, 2025	14.11.2025
1st January, 2026 to 31st March, 2026	14.02.2026

The members of the Company met on 30.09.2025 during the financial year.

Compliance with Secretarial Standards:
During the year under review, the Company has followed applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Directors Responsibility Statement:
In accordance with the provisions of section 134(5) of the Companies Act, 2013, the Board hereby submits its Responsibility Statement:

(a) In the preparation of the annual accounts for the year ended 31st March, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) The Directors had 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 and loss of the Company for that period;
(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The Directors had 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 are operating effectively; and
(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

Explanation or comments on qualifications, reservations or adverse remarks or disclosures made by the statutory auditors:
The Statutory Auditors of the Company in their report and notes forming part of the financial statements for the year ended 31st March, 2026 have stated that:

Auditors Comment:
According to the information and explanations given to us, there were no undisputed amounts payable in respect of Income tax, Wealth tax, GST, Cess and other material statutory dues in arrears / were outstanding as at 31st March, 2026 for a period of more than six months from the date they became payable. However, according to information and explanations given to us, the following dues of Income Tax have not been deposited by the Company on account of dispute:

Particulars	Amount (Rs)	Period to which amount relates	Forum where the dispute is pending
Income Tax	42,087	Financial Year 2003 - 2004	Commissioner of Income Tax (Appeals), Chennai
Income Tax	1,19,420	Financial Year 2004 - 2005	Commissioner of Income Tax (Appeals), Chennai
Income Tax	4,52,270	Financial Year 2011 - 2012	Assessing Officer
Income Tax	4,57,920	Financial Year 2012 - 2013	Assessing Officer

Boards Reply:
Your Directors would like to state that the said disputed statutory dues are pending before the Commissioner of Income Tax (Appeals) and Assessing Officer, Chennai. Further, the Directors are of strong opinion that the decision at the appeal stage would be in their favour and accordingly they have not made any provision in the financial statements for the said dues.

The other observations made by the auditors in their report and notes to the accounts referred to in the Auditors Report are self-explanatory.

Explanation or comments on qualifications, reservations or adverse remarks or disclosures made by the secretarial auditors:
The Secretarial Auditors have made the following observations in their report for the year ended 31st March, 2026:

Secretarial Auditors Comment:

1. Except for general delays, the Company has prima facie been regular in submitting the documents as stipulated under the Companies Act, 2013;

Boards Reply:
Your Directors would like to state that they are making their best efforts in filing its statutory returns within the prescribed time. However, due to delay in getting the Digital Signatures registered on the website of the Ministry of Corporate Affairs, there has been some delays in filing the ROC e-Forms. Your Directors would like to assure you that they shall take steps to ensure that the returns are filed well within the prescribed time.

Secretarial Auditors Comment:

2. The Company has not updated its website with regard to various matters which are statutorily required to be placed on the website of the Company.

Boards Reply:
Your Directors would like to state that the Company has provided all the data to the external technical supporter for the web applications and is expecting the same to be updated shortly. As informed by the web supporter, the website has been majorly updated and only a portion is pending to be updated and will be done shortly.

Secretarial Auditors Comment:

3. The Company has appointed Shri. ADIT BAFNA, Managing Director and Executive Director as one of the members of the Nomination and Remuneration Committee even though the provisions of Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires all the members of the Nomination and Remuneration Committee to be Non-Executive Directors;

Boards Reply:
Your Directors would like to state that Shri. ADIT BAFNA, Managing Director is only appointed as a Honorary Managing Director and is not drawing any remuneration from the Company. The said waiver of the remuneration was also approved by the members at their Annual General Meeting held on September 30, 2024. Hence, he forms part of the Nomination and Remuneration Committee.

Secretarial Auditors Comment:

4. The Companys and the Compliance Officers name continues to be under the Tab - SDD Non-Compliant Company in the ‘Get Quote Page of the Bombay Stock Exchange Limited;

Boards Reply:
The Company has taken note of the observation made by the Secretarial Auditors. The Company confirms that it has been maintaining the Structured Digital Database (SDD) in accordance with the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The appearance of the Companys name and the name of its Compliance Officer under the "SDD Non-Compliant Company" tab on the "Get Quote" page of BSE Limited is being taken up with BSE Limited for necessary verification and updating of the status. The Company shall continue to ensure compliance with the applicable provisions and regulatory requirements in this regard.

Secretarial Auditors Comment:

5. The tenure of Smt. RAJENDHIRAN ESWARI ANGALI (DIN: 05345622), Independent Director, expired on March 15, 2025. However, she continued to function as an Independent Director from March 16, 2025 until the date on which the members approved her re-appointment. Although the members subsequently approved her re-appointment for a further term commencing from March 16, 2025 and also approved/ratified the intervening period, the requisite approval for continuation/re-appointment was not in place during the intervening period. Accordingly, the Company was in non-compliance with the applicable provisions relating to tenure and re-appointment of an Independent Director under Section 149(10) of the Companies Act, 2013 and Regulation 17(1C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

Boards Reply:
The Board has taken note of the observation made by the Secretarial Auditors. The Board acknowledges that there was an inadvertent delay in obtaining the requisite approval for the re-appointment of Smt. RAJENDHIRAN ESWARI ANGALI (DIN: 05345622) as an Independent Director upon expiry of her earlier term on March 15, 2025.

The matter was subsequently placed before the Members, and the Members, by way of a Special Resolution, approved her re-appointment as an Independent Director for a further term of five consecutive years commencing from March 16, 2025 and ending on March 15, 2030. The Members also approved/ratified the period from March 16, 2025 until the date of the meeting.

The Board has taken corrective measures to strengthen its statutory compliance calendar and monitoring mechanism, including advance tracking of the tenure of Independent Directors and the timelines for obtaining requisite approvals, so as to ensure that similar instances do not recur.

The Board remains committed to ensuring timely compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Secretarial Auditors Comment:

6. We have not been provided with the copies of the Registration Certificate by the Company in respect of registration of independent directors in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).

Boards Reply:
Your Directors would like to state that they have informed the Independent Directors about the said requirement by the secretarial auditors. We assure that the same will be obtained and submitted to the auditors for their verification in due course of time.

Secretarial Auditors Comment:

7. As per the shareholding pattern report furnished by the Registrar and Transfer Agent ("RTA") under Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the quarter ended March 31, 2026, it was observed that certain shares forming part of the promoter shareholding of the Company continued to be held in physical form.

Upon verification and clarification sought from the Company, it was informed that certain promoters of the Company had purchased physical shares of the Company in the year 2008. The transfer of the aforesaid shares could not be completed earlier due to the restrictions applicable to transfer of securities held in physical form.

The Company further informed that, pursuant to the special window announced by SEBI for re-lodgement of transfer requests in respect of physical securities, the aforesaid shares were submitted for transfer. Out of the shares so submitted, certain shares have since been transferred in the respective names, while the remaining shares are under process with the RTA.

Accordingly, the continued holding of certain promoter shares in physical form constitutes a non-compliance/observation with respect to the requirement of maintaining promoter and promoter group shareholding in dematerialised form under Regulation 31(2) of the SEBI (LODR) Regulations, 2015, to the extent applicable. The Company is advised to follow up with the RTA and complete the transfer and subsequent dematerialisation of the remaining shares at the earliest, subject to the applicable SEBI framework and procedural requirements.

Boards Reply:
The Board takes note of the observation regarding certain shares forming part of the promoter shareholding of the Company continuing to be held in physical form. The Board further states that the said shares were acquired in the year 2008 and the transfer thereof could not be completed earlier due to the restrictions applicable to transfer of securities held in physical form.

The promoters have taken necessary steps pursuant to the special window provided by SEBI for re-lodgement of transfer requests in respect of physical securities and the relevant shares have been submitted to the Registrar and Transfer Agent for processing. While certain shares have since been transferred in the respective names, the remaining shares are presently under process with the Registrar and Transfer Agent.

The promoters are following up with the Registrar and Transfer Agent for completion of the pending transfer formalities and subsequent dematerialisation of the shares, in accordance with the applicable regulatory requirements. The Board confirms that necessary steps are being taken to regularize the matter at the earliest.

Reporting of fraud by the auditors:
During the financial year 2025-26, the Statutory Auditors and Secretarial Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act, 2013. Therefore, the Company is not required to make any disclosures under Section 134(3)(ca) of the Companies Act, 2013.

Particulars of loans, guarantees or investments made under section 186 of the Companies Act, 2013:
The Company being a Non-Banking Finance Company (NBFC) has in the ordinary course of business made loans or advances or given guarantees or provided securities or made investments in bodies corporate and other persons during the financial year. Your Directors would like to draw your attention to the notes to the financial statements which sets out the details of loans and investments made.

Particulars of contracts or arrangements made with related parties:
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis. Related Party Transactions which were not in the ordinary course of business entered either at arms length basis or not at arms length basis were duly approved by the Audit Committee and the Board of Directors in compliance with the provisions of section 188 of the Companies Act 2013. The Company presents a statement of all related party transactions before the Board of Directors of the Company for their approval. During the financial year, the Company has entered into transactions with related parties.

Your Directors would like to draw your attention to the notes to the financial statements which sets out related party disclosures. A statement in Form AOC-2 pursuant to the provisions of clause (h) of sub-section (3) of section 134 of the Act read with sub-rule (2) of rule 8 of the Companies (Accounts) Rules, 2014 is furnished in Annexure-1 and is attached to this report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at https://mansi.in.

Details of amounts transferred to reserves:
The Company has proposed to transfer a sum of Rs.65.38 Lakhs to statutory reserve maintained under section 45IC of the RBI Act, 1934 during the financial year. The closing balance of such Statutory reserve as on 31st March, 2026 was Rs.718.58 Lakhs.

Dividend:
In view of requirement of working capital, your Directors do not recommend any dividend for the financial year ended 31st March, 2026.

Transfer of unclaimed dividend to Investor Education and Protection Fund:
The Company was not required to transfer any amounts in unpaid dividend account, application money due for refund, matured deposits, matured debentures and the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years to Investor Education and Protection Fund.

Material changes and commitment if any affecting the financial position of the company occurred between the end of the financial year to which these financial statements relate and the date of the report (01/04/2026 to 14/08/2026):
There were no material changes and commitments affecting the financial position of the Company between the period 1st April, 2026 to 14th August, 2026.

Conservation of energy, technology absorption, foreign exchange earnings and outgo under section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014:
In terms of clause (m) of sub-section (3) of section 134 of the Companies Act, 2013 and the rules framed thereunder, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is given below:

1) CONSERVATION OF ENERGY:

(i) the steps taken or impact on conservation of energy;	Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However, adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy.
(ii) the steps taken by the Company for utilising alternate sources of energy;
(iii) the capital investment on energy conservation equipments;

2) TECHNOLOGY ABSORPTION:

(i) the efforts made towards technology absorption;	The Company has no activity relating to technology absorption.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology has been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof, and
(iv) the expenditure incurred on Research and Development.

3) FOREIGN EXCHANGE EARNINGS AND OUTGO:
(Amount in Lakhs)

Particulars	2025-26	2024-25
Value of exports calculated on FOB basis	-	-
Value of Imports calculated on CIF basis:
Raw Materials	-	-
Components and Spare parts	-	-
Capital Goods	-	-
Expenditure in Foreign Currency:
Travel	N=RIGHT>-	-
Others	-	-

Details of change in nature of business, if any:
There was no change in the nature of business of the Company during the financial year.

Changes in directors and key managerial personnel:
In accordance with the provisions of section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Companys Articles of Association, Smt. SAJJAN KANWAR BAFNA (DIN: 00007725), retires by rotation at the forthcoming Annual General Meeting, and she being eligible, offers herself for re-appointment. The Board recommends the re-appointment.

As on the date of this report, your Companys Board comprised of 4 (Four) Directors, with 2 (Two) Non-Executive Independent Directors and 2 (Two) Non-Independent Directors. The Board of Directors of the Company comprised of Smt. SAJJAN KANWAR BAFNA (DIN: 00007725) as Chairperson, Shri. ADIT S BAFNA (DIN: 00058663) as Managing Director and Smt. RAINY RAMESH SINGHI (DIN: 09844099) and Smt. RAJENDHIRAN ESWARI ANGALI (DIN: 05345622) as Independent Directors.

During FY 2025-26, the following changes in the Board composition and Key Managerial Personnel took place:

- Smt. RAJENDHIRAN ESWARI ANGALI (DIN: 05345622) was re-appointed as Independent Director of the Company for a period of five years by the members at their Annual General Meeting held on September 30, 2025.

Evaluation of the boards performance:
In compliance with the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Board, its Committees and individual Directors was carried out during the year under review.

Questionnaire approach was adopted for said evaluations. The outcome of this performance evaluation was presented at the meetings of the Nomination and Remuneration Committee, Independent Directors, and the Board for the consideration of the members.

The Nomination and Remuneration Committee (NRC) at its meeting carried out a separate exercise for evaluating every Directors performance. The evaluation of Independent Directors was carried out without the presence of that Director. A separate meeting of the Independent Directors was convened which reviewed the performance of the Board (as a whole), the Non-Independent Directors and the Chairman.

Some of the key criterias for performance evaluation were as follows:

Performance evaluation of Board and Committees:

1. Degree of fulfillment of key responsibilities;

2. Board structure and composition;

3. Effectiveness of Board processes, information and functioning;

4. Board Culture and Dynamics;

5. Quality of relationship between the Board and the Management;

6. Establishment and delineation of responsibilities to committees.

Performance evaluation of Directors:

1. provide meaningful and constructive contribution and inputs in meetings;

2. display a good degree of understanding of the Company, industry, sector, geography;

3. display independence of judgment.

Familiarization programme for independent directors:
The Independent Directors of the Company are persons of integrity, possessing rich experience and expertise in the field of corporate management, finance, capital market, economic and business information.

The Company has issued appointment letter to the Independent Directors setting out in detail, the terms of appointment, duties, roles & responsibilities and expectations from the appointed Director. The Board of Directors has complete access to the information within the Company. Presentations are regularly made to the Board of Directors / Audit Committee / Nomination & Remuneration Committee / Stakeholders Relationship Committee on various related matters, where Directors have interactive sessions with the Management.

During the financial year 2025-26, the Company has conducted one familiarization programme on 14th February, 2026. Discussions were held on topics such as:

- Roles, rights, responsibilities of the Director and Statutory compliances required to be made by the Company and the Directors as a part of the Board;

- Business model of the Company;

- Industry overview and organizational structure of the Company, operations and product overview & statutory changes in the law and its effect on the industry;

- Strategies and growth plans of the Company;

- Business Structure and Overview, Corporate Strategy;

- Competition update;

- Strategic risks and mitigation;

- Corporate Governance;

- Strategies and growth plans of the Company;

- Cost control mechanism; and

- Awareness with respect to roles and responsibilities as specified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Subsidiary:
The Company does not have any subsidiary companies or associate companies or joint ventures.

Internal financial controls:
The Company has adequate internal financial controls in place. During FY 2025-26, these controls were tested, and no reportable material weaknesses in design or operation were observed. Management has reviewed the existence of various risk-based controls in the Company and also tested key controls to ensure compliance for the present financial year.

In the opinion of the Board, the existing internal control framework is adequate and commensurate with the size and nature of the Companys business. Furthermore, the Statutory Auditors independently tested the adequacy of internal financial controls over financial reporting as mandated under the provisions of the Act. During FY 2025-26, there were no instances of fraud reported by the auditors to the Audit Committee or the Board of Directors.

Deposits:
Your Company has neither accepted nor renewed any deposits from public within the meaning of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year and as such, no amount of principal or interest was outstanding as on the Balance Sheet date. Accordingly, your directors would like to state that there are no deposits which are not in compliance with the requirements of Chapter V of the Act.

In terms of sub-section (3) of section 134 of the Companies Act, 2013 and the rules framed thereunder, the particulars relating to deposits is given below:

(a) accepted during the year;	Nil
(b) remained unpaid or unclaimed as at the end of the year;	Nil
(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-	No
(i) at the beginning of the year;	Nil
(ii) maximum during the year;	Nil
(iii) at the end of the year;	Nil

During the year under review, the Company has accepted unsecured loans from Directors and their relatives and have obtained a declaration from the said related parties to the effect that the unsecured loans provided by them to the Company are out of their own capital and not from borrowed funds.

The details of unsecured loans availed by the Company and other exempted deposits accepted by the Company as per the Reserve Bank of India Directions are provided in the notes to the financial statements and are forming part of this annual report.

Material orders passed by regulatory authorities:
There are no significant and material orders passed by the regulators or courts or tribunals during the year impacting the going concern status and Companys operations in future.

Risk management policy:
Risks are events, situations or circumstances which may lead to negative consequences on the Companys businesses. Risk Management is a structured approach to manage uncertainty. Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate the probability and/ or impact of unfortunate events or to maximize the realization of opportunities. Although the Company does not have a formal risk management policy but a formal enterprise-wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. The Company has laid down a Comprehensive Risk assessment and minimization procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risks through means of a properly defined framework. Key business risks and their mitigation are also considered in the annual / strategic business plans and in periodic management reviews.

Details of revision of financial statements:
There was no revision of the financial statements of the Company during the financial year.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016:
The Company has not made any application nor any application or proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the financial year.

One-time settlement with the banks or financial institutions:
The Company has not entered into any one-time settlement with the Banks or financial institutions. Accordingly, the reporting on the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof does not arise.

Shares and share capital:
a. capital structure:
The Authorised Share Capital of your Company is Rs.5,50,00,000/- comprising of 55,00,000 Equity Shares of Rs.10/- each and the Paid-up Share Capital is Rs.3,53,49,000/- comprising of 35,34,900 Equity Shares of Rs.10/- each.

b. buy-back of shares:
The Company has not bought back any of its securities during the financial year.

c. sweat equity:
The Company has not issued any Sweat Equity Shares during the financial year.

d. bonus shares:
No Bonus Shares were issued during the financial year.

e. employees stock option plan:
The Company has not provided any Stock Option Scheme to the employees during the financial year.

Statutory auditors:
M/s. SIROHIA & CO (FRN: 003875S), Chartered Accountants, Chennai were appointed for a period of 5 (five) consecutive years from the conclusion of the 28th Annual General Meeting held in the calendar year 2022 till the conclusion of the 33rd Annual General Meeting to be held in the calendar year 2027, as required under Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

Secretarial auditors:
In accordance with the provisions of section 204 of the Companies Act, 2013, the members of the Company at their Annual General Meeting held on September 30, 2025 have appointed M/s. MUNDHARA & CO, Company Secretaries in Whole-time Practice, Chennai as the Secretarial Auditors for the financial year 2025-26 to 2029-30. The report of the Secretarial Auditors for the financial year 2025-26 is annexed to this report.

Internal Auditors:
The Company follows a robust Internal Audit process, with audits conducted regularly throughout the year according to the agreed audit plan. For the FY 2025-26, CA Shri. T.S. Srinivasan (M. No. 019118) was appointed as Internal Auditor to conduct the Internal Audit of key functions and assess Internal Financial Controls etc., among other responsibilities.

Maintenance of cost records:
The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

Particulars of employees:
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors would like to state that the Company does not have any employees drawing remuneration in excess of the limits set out in the said rules. However, the details of top ten employees of the Company in terms of remuneration drawn by them are provided in this Annual Report and forms part as Annexure-2.

Disclosure under the sexual harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
Your Company has requisite policy for the Prevention of Sexual Harassment, which is available on the Companys website at https://mansi.in. This comprehensive policy ensures gender equality and the right to work with dignity for all employees (permanent, contractual, temporary, and trainees).

The Company has adequate measures including checks and corrections in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Committee (IC) has been set up to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the financial year:

- No. of Complaints received : NIL

- No. of Complaints disposed off : NIL

- No. of cases pending for more than 90 days : NIL

- No. of workshops / awareness programmes carried out : ONE

- Nature of action taken by the employer / DO : Not Applicable

Vigil Mechanism:
The Company has adopted a Whistleblower Policy as part of its vigil mechanism. The Policy ensures that strict confidentiality is maintained while dealing with concerns raised and that no discrimination will be meted out to any person for a genuinely raised concern about any unethical and improper practices, fraud, or violation of the Companys Code of Conduct. The Policy, which covers all employees, Directors, and other people associated with the Company, is hosted on the Companys website at https://mansi.in.

A brief note on the Vigil Mechanism/Whistle Blower Policy is also provided in the Report on Corporate Governance, which forms part of this Annual Report.

Reserve Bank of India regulations:
Your Company is generally complying with the directions of the Reserve Bank of India regarding prudential norms of accounting, capital adequacy ratio, provisions for bad and doubtful debts and other requirements as per the directions issued from time to time.

Corporate governance:
The Company has complied with all the mandatory requirements of Corporate Governance specified by the Securities and Exchange Board of India through Part C of Schedule V of Listing Regulations. As required by the said Clause, a separate report on Corporate Governance forms part of the Annual Report of the Company.

Certificate from director for compliance with code of conduct:
A certificate has been obtained from Shri. ADIT S BAFNA (DIN: 00058663), Managing Director of the Company certifying that the Company has duly complied with requirements relating to the code of conduct as laid down in the Listing Agreement entered with the Stock Exchange and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Certificate from director and chief financial officer:
A certificate has been obtained from Shri. ADIT S BAFNA (DIN: 00058663), Managing Director and Shri. DINESH KUMAR M JAIN (PAN: AAEPJ0465G), Chief Financial Officer as required under regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on Corporate Governance which is enclosed and is forming part of this Report and is annexed as Annexure-3 to this report.

Certificate on compliance with the conditions of corporate governance under the Listing Agreement and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015:
A certificate from M/s. Sirohia & Co, Practicing Chartered Accountants regarding compliance with the conditions of Corporate Governance pursuant to Part E of Schedule V of SEBI Listing Regulations which is Annexed to the Corporate Governance Report is forming part of this annual report.

Listing at stock exchange:
The Equity Shares of the Company continue to be listed on Bombay Stock Exchange Limited.

Managements discussion and analysis:
In terms of the provisions of regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the required Managements Discussion and Analysis Report is set out in this Annual Report.

Statement of Declaration by independent directors:
In accordance with Section 149(6) of the Companies Act, 2013, and Regulation 25 of the Listing Regulations, Smt. RAINY RAMESH SINGHI (DIN: 09844099) and Smt. RAJENDHIRAN ESWARI ANGALI (DIN: 05345622) were appointed as Independent Directors of the Company.

All Independent Directors have given declaration that they meet the criteria of independence with relevant integrity, expertise, experience and proficiency as provided under Section 149, read with Schedule IV of the Act and Regulation 16 and 17 of the Listing Regulations and have also given declaration for compliance of inclusion of name in the data bank, being maintained with ‘Indian Institute of Corporate Affairs as provided under Companies Act, 2013 read with applicable rules made thereunder.

In the opinion of the Board of Directors of the Company, the independent directors have the required integrity, expertise and experience (including the proficiency) to continue as independent directors.

Employee remuneration:
The ratio of the remuneration of each Director to the median employees remuneration and other details in terms of sub-section 12 of section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of this report and are annexed as Annexure-2 to this report.

Committees of board of directors:
The Company has established the following committees as part of best corporate governance practices in compliance with the relevant provisions of applicable laws and statutes:

i. Audit Committee:
The Audit Committee met four times during FY 2025-26: May 30, 2025, August 14, 2025, November 14, 2025 and February 14, 2026. As of March 31, 2026, the Committee comprised Smt. RAJENDHIRAN ESWARI ANGALI (DIN: 05345622) as Chairperson, Smt. RAINY RAMESH SINGHI (DIN: 09844099) and Smt. SAJJAN KANWAR BAFNA (DIN: 00007725) as Members. The board accepted all recommendations made by the Audit Committee.

ii. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee met four times during FY 2025-26: May 30, 2025, August 14, 2025, November 14, 2025 and February 14, 2026. As of March 31, 2026, the Committee comprised Smt. RAJENDHIRAN ESWARI ANGALI (DIN: 05345622) as Chairperson, Smt. RAINY RAMESH SINGHI (DIN: 09844099) and Shri. ADIT S BAFNA (DIN: 00058663) as Members. All recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

iii. Stakeholders Relationship Committee:
The Stakeholders Relationship Committee met four times during FY 2025-26: May 30, 2025, August 14, 2025, November 14, 2025 and February 14, 2026. As of March 31, 2026, the Committee comprised Smt. RAJENDHIRAN ESWARI ANGALI (DIN: 05345622) as Chairperson, Smt. RAINY RAMESH SINGHI (DIN: 09844099) and Smt. SAJJAN KANWAR BAFNA (DIN: 00007725) as Members. All recommendations made by the Stakeholders Relationship Committee were accepted by the Board.

iv. Risk Management Committee:
The Risk Management Committee met four times during FY 2025-26: May 30, 2025, August 14, 2025, November 14, 2025 and February 14, 2026. As of March 31, 2026, the Committee comprised Smt. RAJENDHIRAN ESWARI ANGALI (DIN: 05345622) as Chairperson, Smt. RAINY RAMESH SINGHI (DIN: 09844099) and Smt. SAJJAN KANWAR BAFNA (DIN: 00007725) as Members.

v. Independent Directors:
As of March 31, 2026, the Board of Directors comprised two Independent Directors: Smt. RAINY RAMESH SINGHI (DIN: 09844099) and Smt. RAJENDHIRAN ESWARI ANGALI (DIN: 05345622). The Independent Directors meeting was held on February 14, 2026 without the attendance of Non-Independent Directors and members of the management of the Company. The Independent Directors, inter alia, evaluated the performance of the Non-Independent Directors, the Chairperson of the Company and the Board of Directors as a whole for the Financial Year ended March 31, 2026. They also assessed the quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Corporate Governance Report, which forms part of this Annual Report, provides a detailed note on these committees.

Nomination and Remuneration Policy:
In accordance with the provisions of Section 134(3)(e) and 178 of the Companies Act, 2013, the Board of Directors has approved a policy on the appointment and remuneration of Directors. This policy includes terms of appointment, criteria for determining qualifications, performance evaluation of Directors, and other related matters. A copy of the policy is available on the Companys website at https://mansi.in.

Corporate social responsibility:
As informed by the statutory auditors, the Company is not meeting with the threshold limits provided under the provisions of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and accordingly the reporting on the same is not applicable to the Company.

Still, as a part of its initiative under "Corporate Social Responsibility" drive, the Company has undertaken projects on its own and through various charitable trusts engaged in philanthropic activities in the field of education and healthcare, while also pursuing various other CSR activities for the benefit of the community in and around its local areas of operations.

The Company has not prepared and presented any separate annual report on the CSR activities as the said provisions are not applicable to the Company.

Acknowledgements:
Your Directors wish to acknowledge all their stakeholders and are grateful for the excellent support received from the shareholders, bankers, financial institutions, government authorities, esteemed clients, customers and other business associates. Your Directors recognize and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the growth of the Company in a very challenging environment.

For and on behalf of the Board

(SAJJAN KANWAR BAFNA)

Director

DIN: 00007725

New No.9, Old No.4,

Branson Garden Street,

Kilpauk, Chennai-600 010.

(ADIT S BAFNA)

Managing Director

DIN: 00058663

New No.9, Old No.4,

Branson Garden Street,

Kilpauk, Chennai-600 010.

Place: Chennai

Date : 14.08.2026