Margo Finance Ltd Directors Report

Dear Members,

On behalf of Board of Directors ("the Board"), it gives me immense pleasure to present the Thirty-Third (33^rd) Annual Report on the business and operations of your Company together with the Audited Financial Statements for the year ended 31^st March, 2024.

Financial Results

The Companys financial performance, for the year ended 31^st March, 2024 is summarized below:

(Rs in Lakhs, except EPS)

Particulars	FY 2023-24	FY 2022-23
Revenue from Operations	81.15	59.27
Other Income	0.47	0.50
Total Revenue	81.62	59.77
Total Expense	38.06	95.09
Profit / (Loss) before Tax	43.56	(35.32)
Less: Tax Expenses/ Credit	19.28	22.00
Net Profit/ (Loss) after Tax	24.28	(57.32)
Basic & Diluted EPS (in Rs)	0.53	(1.25)

OPERATIONAL AND FINANCIAL PERFORMANCE

During the financial year under review, the Companys total income is Rs81.62 lakhs as compared to Rs59.77 lakhs of previous financial year. The Company has made a profit of Rs24.28 lakhs as compared to loss of Rs57.32 lakhs in the previous year.

ACCOUNTING METHOD

Non-Banking Financial Company (NBFC) are required to comply with the Indian Accounting Standards (IND AS) for the preparation of the Financial Statements. Accordingly, the annual financial statements for the year ended 31^st March, 2024 are prepared as per IND-AS.

STATE OF COMPANYS AFFAIRS

Discussion on state of Companys affairs has been covered 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 presented in a separate section forming part 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, 2024, Reserves and Surplus (other equity) of the Company were at Rs 16,329.51 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 2023-24 for conservation of profit.

SHARE CAPITAL

The paid-up equity share capital of the Company as on 31^st March, 2024 was Rs 4,57,00,000/-. 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Appointment / Reappointment

(i) 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 one (1) year w.e.f. 30^th April, 2024. The said re-appointment will be subject to the approval of the Members at the ensuing Annual General Meeting (AGM) of the Company.

(ii) Mr. Ambarish Sodha (DIN: 00489489), was appointed as an Independent Director for a term of five (5) years w.e.f. 11^th September, 2019 to 10^th September, 2024. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 29^th May, 2024, re-appointed Mr. Ambarish Sodha for a second term of five (5) years, subject to the approval of the Members at the ensuing AGM of the Company.

(iii) Mr. Govind Prasad Agrawal (DIN: 00008429) was appointed as an Independent Director of the Company for a period of five (5) years and his second term is expiring on 22^nd August, 2024. Further, considering his expertise and vast experience, it is beneficial to the Company, the Board of Directors at its meeting held on 29^th May, 2024 appointed Mr. Govind Prasad Agrawal as Non-Executive Non Independent Director of the Company w.e.f. 23 ^rd August, 2024.

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. Anil Kumar Jain (DIN: 00086106), Chairman (Non-Executive Director) 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 Annual General Meeting.

The disclosures required regarding re-appointment of Mr. Anil Kumar Jain 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

During the year under review, Ms. Krishna Makwana has been appointed as Company Secretary and Compliance Officer w.e.f. 8^th February, 2024.

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company:

> Mr. Shri Dass Maheshwari, Whole Time Director - Finance & CFO

> 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 KEY MANAGERIAL PERSONNEL

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, 2024, 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, 2024, 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, 2024 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, 2024, 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, 2024, the Audit Committee comprises of four (4) Directors/ Members out of which three (3) are Independent Directors. The said composition is as per Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. More details on Audit Committee are given in Corporate Governance Report. 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, 2024 forms 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, 2024. The Secretarial Audit Report issued by Secretarial Auditors 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.

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 best practices of Corporate Governance and complied with all the requirement 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 2023-24. 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, 2024, 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/2024/07/annual-return-for-fy-2023-24.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 2023-24 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.

The prior approval of the Audit Committee is obtained for all Related Party Transactions. A statement of all Related Party Transactions is reviewed by the Audit Committee on a quarterly basis. Your Company has adopted a policy on Related Party Transactions 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 is 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 10 (ten) 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 as on 31^st March, 2024.

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 or Courts or 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 2023-24 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 customers, suppliers, bankers, financial institutions, business partners and other stakeholders.

	For and on behalf of the Board of Directors
	For Margo Finance Limited
	Anil Kumar Jain
Date : 29th May, 2024	Chairman
Place : Mumbai	DIN: 00086106