Margo Finance Ltd Directors Report

Dear Members,

On behalf of Board of Directors (“the Board”), it gives me immense pleasure to present the Thirty Fourth (34^th) Annual Report on the business and operations of your Company together with the Audited Financial Statements for the year ended 31^st March, 2025.

FINANCIAL RESULTS

The Companys financial performance for the year ended 31^st March, 2025 is summarized below:

(Rs in Lakhs, except EPS)

Particulars	FY 2024-25	FY 2023-24
Revenue from Operations	135.44	81.15
Other Income	0.20	0.47
Total Revenue	135.64	81.62
Total Expense	36.75	38.06
Profit/ (Loss) before Tax	98.89	43.56
Less: Tax Expenses/ Credit	64.26	19.28
Net Profit/ (Loss) after Tax	34.63	24.28
Basic & Diluted EPS (in 5)	0.76	0.53

OPERATIONAL AND FINANCIAL PERFORMANCE

During the financial year under review, the Companys recorded a total income of 5135.64 lakhs as against 581.62 lakhs in the previous financial year. The Company has made a profit of 534.63 lakhs as compared to 524.28 lakhs in the previous year, reflecting a growth of 42.63%.

ACCOUNTING METHOD

Non-Banking Financial Companies (NBFCs) are required to prepare their financial statements in accordance with the Indian Accounting Standards (IND-AS). Accordingly, the Annual Financial Statements for the year ended 31^st March, 2025, have been prepared in compliance with IND-AS.

STATE OF COMPANYS AFFAIRS

A comprehensive review of the state of affairs of the Company has been provided as part of the Management Discussion and Analysis. Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided in a separate section of this Annual Report.

RESERVES & DIVIDEND

During the year under review, the Company has not transferred any amount to the General Reserves. As on 31^st March, 2025, Reserves and Surplus (other equity) of the Company were at 512,001.78 lakhs. (including other comprehensive income).

The Board of Directors of the Company has not recommended any dividend on the equity shares of the Company for the financial year 2024-25, to conserve profits.

SHARE CAPITAL

The paid-up equity share capital of the Company as on 31^st March, 2025 was 54,57,00,000/-. During the year under review, there has been no change in the Authorised, Issued, Subscribed and Paid-up Share Capital of your Company.

Your Company has not issued any equity shares with differential voting rights, convertible securities, warrants or sweat equity shares. Further, your Company does not have any employee stock option scheme or employee stock purchase scheme.

DECLARATION OF INDEPENDENT DIRECTORS

Pursuant to Section 134(3)(d) of the Act, your Company confirms having received necessary declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

Pursuant to provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of the performance of the Board, its Committees and of individual Directors. Performance evaluation has been carried out as per the Nomination & Remuneration Policy of the Company.

SUBSIDIARIES

Your Company does not have any Subsidiary/ Associate Company as defined under the Companies Act, 2013 and has not entered into any Joint Venture Agreement during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Re-appointment

Mr. Shri Dass Maheshwari (DIN: 00181615) was re-appointed as a Whole-time Director designated as “Whole-time Director- Finance & CFO” of the Company for a period of two (2) years w.e.f. 30^th April, 2025. The said re-appointment will be subject to the approval of the Members at the ensuing General Meeting (AGM) of the Company.

All Independent Directors of the Company have registered themselves in the Independent Directors databank maintained with the Indian Institute of Corporate Affairs (IICA). Further, in the opinion of the Board of Directors of the Company, all Independent Directors possess requisite integrity, expertise and experience including the proficiency required to discharge the duties and responsibilities as Directors of the Company.

(b) Retiring by rotation

Mr. Shri Dass Maheshwari (DIN: 00181615), Whole-time Director- Finance & CFO of the Company, retires by rotation and being eligible offers himself for re-appointment. The Board recommends his re-appointment and the same forms part of the notice of the Annual General Meeting.

The disclosures required regarding re-appointment of Mr. Shri Dass Maheshwari pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meeting issued by the Institute of Company Secretaries of India are given in the Notice of AGM, forming part of the Annual Report.

(c) Key Managerial Personnel (KMP)

The Key Managerial Personnel of your Company as per Sections 2(51) and 203 of the Act are Mr. Shri Dass Maheshwari, Whole-time Director- Finance & CFO and Ms. Krishna Makwana, Company Secretary.

NUMBER OF BOARD MEETINGS

During the financial year under review, four (4) Board Meetings were held with a minimum of one (1) meeting in each quarter and the gap between two (2) consecutive Board Meetings was less than one hundred and twenty (120) days. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KMP

Pursuant to Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee (NRC) has formulated “Nomination and Remuneration Policy” which deals inter-alia with the appointment and remuneration of Directors, Key Managerial Personnel, Senior Management and other employees. The said policy is uploaded on the website of the Company and web-link thereto is http://www.margofinance.com/wp-content/uploads/2021/01/mfl-nomination-and-remuneration- policy.pdf

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, state and confirm that:

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

2. Such accounting policies as mentioned in the notes to the Financial Statements for the year ended 31^st March, 2025, have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2025 and of the profit of the Company for the year ended on that date;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual financial statements for the year ended 31^st March, 2025, have been prepared on a going concern basis;

5. Internal financial controls to be followed by the Company have been laid down and that the said financial controls were adequate and were operating effectively;

6. Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

AUDIT COMMITTEE

During the year under review, there has been no change in the composition of the Audit Committee. As on 31^st March, 2025, the Audit Committee comprises four (4) Directors. All the recommendations made by the Audit Committee during the year under review were accepted by the Board.

AUDITORS

1. Statutory Auditors

In accordance with the provisions of Section 139 of the Companies Act 2013, at the Annual General Meeting (“AGM”) held on 16^th September, 2022, M/s. Pawan Shubham & Co., Chartered Accountants (Firm Registration No. 011573C) were appointed as the Statutory Auditors of the Company for a second term of five (5) consecutive years to hold office from the conclusion of the 31^st AGM till the conclusion of 36^th AGM of the Company.

The Auditors Report on the financial statements for the year ended 31^st March, 2025 forms an integral part of this Annual Report. The Auditors Report does not contain any qualifications, reservations, adverse remarks and disclaimer. Notes to the Financial Statements are self-explanatory and do not call for any further comments. The Statutory Auditors of the Company have not reported any fraud under Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force).

2. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rules thereunder, the Board had appointed M/s. Ashu Gupta & Co, Practicing Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for the year ended 31^st March, 2025. The Secretarial Audit Report issued by Secretarial Auditor in Form No. MR-3 is provided as an “Annexure 1” to this Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

SEGMENT

The Company operates only in a single segment i.e. Investment Segment.

PUBLIC DEPOSITS

Your Company being a Non-deposit taking Non-Systemically Important NBFC, the Companys has not accepted or renewed any deposit as covered under Chapter V of the Act read with the Companies (Acceptance of Deposit) Rules, 2014, as amended, from its members or the public during the year under review.

CORPORATE GOVERNANCE REPORT

Your Company has adopted the best practices of Corporate Governance and complied with all the requirements of Corporate Governance laid down by SEBI. As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in Regulation 17 to 27 and Clauses (b) to (i) of Sub Regulation (2) of regulation 46 and Para C, D and E of Schedule V shall not apply to your Company for the Financial Year 2024-25. However, as a part of good corporate governance, we are doing compliance voluntarily.

MANAGEMENT AND DISCUSSION ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, Management Discussion and Analysis Report containing information inter-alia on industry trends, your Companys performance, future outlook, opportunities and threats for the year ended 31^st March, 2025, is provided in a separate section forming integral part of this Annual Report.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at https://www.margofinance.com/wp- content/uploads/2025/07/draft-annual-return-for-fy-2024-25.pdf

SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable Secretarial Standards i.e. SS-1 and SS-2 relating to Meeting of the Board of Directors and General Meetings respectively. The same has also been confirmed by Secretarial Auditors of the Company in the Secretarial Audit Report.

RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPT) entered during financial year 2024-25 were on arms length basis and in the ordinary course of the business and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. During the year under review, your Company did not enter into any material RPT under the provisions of Section 188 of the Act and Listing Regulations, accordingly, the disclosure of related party transactions, as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable to the Company and hence does not form part of this report.

Prior approval of the Audit Committee has been obtained for all RPT. A statement of all RPT is reviewed by the Audit Committee on a quarterly basis. Your Company has adopted a policy on RPT and it has been uploaded on the Companys website at http://www.margofinance.com/wp-content/uploads/2021/01/policv-on-related-partv-transactions-mfl.pdf

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The provisions of Section 186 of the Companies Act, 2013 pertaining to investment and lending activities are not applicable to the Company, since the Company is a Non-Banking Financial Company whose principal business is acquisition of securities. Details of guarantees and/ or security in connection with loans to other bodies corporates or persons as covered under the provisions of Section 186 of the Act, are given in the Notes to the Financial Statements.

RISK MANAGEMENT

The Company has formulated a Risk Management Policy. The Company through the Committee for Investments/ Loans and Risk Management identifies, evaluates, analyses and prioritise risks in order to address and minimize such risks. This facilitates identifying high level risks and implement appropriate solutions for minimizing the impact of such risks on the business of the Company. The Committee submits its recommendations and comments for Boards review and necessary action.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provision of Section 117(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, your Company has established Vigil Mechanism for the Directors and Employees of the Company to report concerns about unethical behaviour, actual or suspected incidents of fraud or violation of Code of Conduct. The details of Vigil Mechanism/ Whistle Blower Policy are provided in the Corporate Governance Report. The Vigil Mechanism/ Whistle Blower policy may be accessed on the Companys website at http://www.margofinance.com/wp-content/uploads/2021/01/whistle-blower-policy-vigil- mechanism-investor-complaint-report.pdf

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the constitution of ICC (Internal Complains Committee) is not mandatory to the Company as the Company has less than ten (10) employees.

However, in order to prevent sexual harassment of women at workplace, your Company has adopted a policy for prevention of Sexual Harassment of Women at workplace under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to look into the complaints relating to sexual harassment at workplace of any woman employee. During the year under review, no complaints pertaining to sexual harassment were received and no complaint was pending.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING & OUTGO

The Company operates in a Service Sector as a Non-Banking Financial Company (NBFC) and therefore, energy consumption is only limited to electricity required for office functioning for administration functions. However, necessary initiatives have been taken by the Company from time to time for optimum utilization of energy. Since the conservation impact is minimal, it cannot be quantified.

A. Conservation of Energy

Your Companys business comprises of business of Investment and Investment related financial services. Hence, the operations do not have intense energy requirements. Therefore, there are no particulars required to be furnished in respect of conservation of energy. However, at your Companys office various energy conservation measures are undertaken including use of technology equipments like LED celling lights fitted in place of HMPV lamp/ tube lights, which make optimal use of energy resources, at all the stages of its activities.

B. Technology Absorption- NIL

C. Foreign Exchange earnings and Outgo- NIL PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 regarding remuneration of Directors, Key Managerial Personnel and other related disclosure is given as “Annexure 2” to this report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company maintains adequate internal control system and procedures commensurate with its size and nature of operations. The internal control systems are designed to provide a reasonable assurance over reliability in financial reporting, ensure appropriate authorization of transactions, safeguarding the assets of the Company and prevent misuse/ losses and legal compliances.

The internal control system includes a well-defined delegation of authority and a comprehensive Management Information System coupled with quarterly reviews of operational and financial performance, a well-structured budgeting process with regular monitoring of expenses and Internal audit. The Internal Audit reports are periodically reviewed by the management and the Audit Committee and necessary improvements are undertaken, if required.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS/ COURTS

During the year under review, no significant or material orders were passed by the Regulators/ Courts/ Tribunals which impact the going concern status and Companys operations in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2024-25 and the date of this Report.

COST RECORDS AND AUDITORS

The provisions of Cost Records and Cost Audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company.

GENERAL

Your Directors state that:

1. During the year under review, there was no change in the general nature of business of the Company.

2. The provisions pertaining to Corporate Social Responsibility were not applicable to the Company during the year under review.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors wish to place on record their appreciation for dedicated service and contribution made by the employees of the Company at all levels.

Your Directors would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from its bankers, financial institutions, business partners and other stakeholders.

	On behalf of the Board of Directors
	Anil Kumar Jain
Date : 30th May, 2025	Chairman (Non Executive)
Place: Mumbai	DIN: 00086106