MAS Financial Services Ltd Directors Report

To,

The Members,

MAS FINANCIAL SERVICES LIMITED

Ahmedabad

Your Directors are proud to present the Thirty-first (31^st) Annual Report of your Company, marking a significant milestone of 31 years of successful operations. This report is accompanied by the Audited Standalone and Consolidated Financial Statements for the year ended on March 31, 2026.

The Companys financial performance for the year under review along with previous years figures is given hereunder:

FINANCIAL RESULTS:

(Amount in Crore)

Particulars	Standalone		Consolidated
	Year Ended on March 31, 2026	Year Ended on March 31, 2025	Year Ended on March 31, 2026	Year Ended on March 31, 2025
Revenue from Operations	1,894.51	1,518.16	1,995.43	1,597.45
Other Income	5.82	2.29	6.84	2.70
Total Income	1,900.33	1,520.45	2,002.27	1,600.15
Total Expenditure	1,407.26	1,110.02	1,492.46	1,179.14
Profit Before exceptional items and tax	493.07	410.43	509.81	421.01
Exceptional items	(4.24)	-	(4.82)	-
Profit Before tax	488.83	410.43	504.99	421.01
Less: Provision for Taxation (Including Current tax,	125.18	104.50	129.17	107.03
Deferred Tax & Income Tax of earlier Years)
Net Profit	363.65	305.93	375.82	313.98
Profit Brought Forward	1,062.73	845.91	1,069.20	850.75
Profit for the year (Owners of the company)	363.65	305.93	371.21	310.38
Item of other comprehensive income recognised	(0.13)	(0.55)	(0.15)	(0.56)
directly in retained earnings - on defined benefit plan
Effect of changes in the Groups interest	-	-	(15.57)	(1.12)
Profit Available for Appropriation	1,426.25	1,151.29	1,424.69	1,159.45
APPROPRIATIONS:
Transfer to reserve u/s 45-IC of RBI Act, 1934	(72.73)	(61.18)	(72.73)	(61.18)
Transfer to reserve u/s 29-C of NHB Act, 1987	-	-	(2.50)	(1.67)
Final Dividend on equity shares	(12.70)	(9.24)	(12.70)	(9.25)
Interim Dividend on Equity Shares	(22.68)	(18.14)	(22.68)	(18.15)
Dividend distribution tax on Equity Shares	-	-	-	-
Surplus Balance carried to Balance Sheet	1,318.14	1,062.73	1,314.08	1,069.20

BUSINESS PERFORMANCE:

On consolidated basis:

The Groups revenue from operations for the financial year registered strong growth of 24.91% and stood at 1,995.43 Crore, as compared to the previous years revenue from operations of 1,597.45 Crore. Net Profit (PAT) is 375.82 Crore which is higher by 19.70% over the previous years PAT of 313.98 Crore. The Earnings per share is 20.46 (Previous years 17.48). Profit Before tax (PBT) has crossed 500 Crore.

On Standalone basis:

The Companys revenue from operations for the financial year stood at 1,894.51 Crore, higher by 24.79% over the previous years revenue from operations of 1,518.16 Crore. Net Profit (PAT) is 363.65 Crore which is higher by 18.87% over the previous years PAT of 305.93 Crore. The Earnings per share is 20.04 (Previous years 17.23).

PROSPECTS AND DEVELOPMENTS:

India continues to be one of the fastest-growing major economies globally, supported by strong domestic demand, increasing digital adoption, infrastructure development, and a growing focus on financial inclusion. The countrys economic resilience and ongoing structural reforms are expected to create significant opportunities for the financial services sector, particularly in enhancing access to credit for underserved segments.

The Company continues to recognize substantial market opportunities across its product portfolio for efficient last-mile credit delivery, particularly for Non-Banking Financial Companies (NBFCs) and other financial institutions pursuing sustainable growth. Our strategic focus on a diversified product mix and multi-location presence provides a strong foundation for business expansion while ensuring prudent risk management and operational scalability. This approach enables the Company to effectively serve a broad customer base and respond to evolving market requirements.

The increasing adoption of digital technologies across the financial ecosystem continues to transform customer engagement and service delivery. The Company remains committed to leveraging digital platforms and technology-driven processes to enhance operational efficiency, strengthen risk assessment mechanisms, improve customer experience, and ensure seamless service delivery.

Our primary focus remains on serving the lower and middle-income segments, which play a vital role in driving economic growth and consumption. By offering products and services tailored to their financial needs, the Company seeks to promote financial inclusion, support entrepreneurship, and contribute to the economic empowerment of individuals and small businesses. This customer-centric approach continues to strengthen our market position while creating long-term value for stakeholders.

With a strong understanding of market dynamics, a disciplined approach to risk management, emphasis on asset quality, and commitment to innovation, the Company is well-positioned to capitalize on emerging opportunities in the financial services sector. Our experienced management team and dedicated workforce remain focused on delivering sustainable growth while maintaining high standards of governance and operational excellence.

Looking ahead, the Company will continue to explore new business opportunities, strengthen strategic partnerships, enhance digital capabilities, and adapt proactively to changing market conditions and regulatory developments. These initiatives are expected to support sustainable growth, improve operational effectiveness, and reinforce the Companys competitive position.

In conclusion, the Company remains optimistic about its future prospects and is well-positioned to leverage the growing demand for efficient and inclusive financial services. Through its multi-product and multi-location strategy, continued focus on customer needs, and commitment to innovation, prudent risk management accompanied by an aggressive drive for digital transformation, the Company aims to create long-term value for its stakeholders while contributing meaningfully to the broader economic development of the country.

MICRO ENTERPRISE LOANS (MEL)

Micro Enterprise Loans (MEL) remains the heart of MAS Financials lending portfolio, reflecting the Companys commitment to empowering small entrepreneurs and strengthening financial inclusion. The segment caters over 190 categories of micro enterprises, including retailers, traders, small manufacturers and service providers, by providing timely access to formal credit for working capital, business expansion, inventory procurement and equipment purchases. With loan amounts of up to 50 lakh, MEL enables businesses to address their evolving operational and growth requirements through flexible and customer-centric financing solutions.

Backed by a deep understanding of local markets and a disciplined underwriting framework, MAS has built a granular and diversified MEL portfolio that balances growth with prudent risk management. The Companys relationship-led approach, coupled with a streamlined loan process, allows it to deliver timely financial support while fostering long-term partnerships with entrepreneurs across urban, semi-urban and rural markets.

As per PIB report, Indias Micro enterprise loan market is growing rapidly through 2030, backed by digital lending innovations, easy collateral requirements, and robust governance support. The market is growing at a robust CAGR of over 10% to 13%, fueling grassroots entrepreneurship across semi-urban and rural regions.

As on March 31, 2026, the portfolios Assets Under Management (AUM) stood at 5,737.79 crore, registering a year-on-year growth of 19.70%. As a core business segment, MEL continues to drive the Companys purpose-led growth by supporting enterprise development, promoting economic participation and creating sustainable value for customers and communities alike.

SMALL AND MEDIUM ENTERPRISE LOAN-HUGE CREDIT GAP OFFERING SIGNIFICANT OPPORTUNITIES FOR NBFCS:

Small and Medium Enterprises (SMEs) continue to be among the key drivers of the Indian economy, contributing significantly to employment generation, exports, innovation, and overall economic growth. As businesses expand and adapt to evolving market conditions, the demand for timely and adequate financing remains critical to support their working capital requirements, capacity expansion, and business development initiatives. NBFCs have proved to be an important player in dispensing customized credit with a swift turnaround time, benefitting the small and medium enterprises immensely.

Despite their vital contribution to the economy, SMEs continue to face challenges in accessing formal credit due to factors such as limited collateral, evolving business models, and varying levels of financial documentation. This ongoing credit gap presents a substantial opportunity for the Company to support the growth aspirations of this important sector through tailored and responsible lending solutions.

WorkingcapitalfinancingforSMEscontinuestodemonstrate strong growth potential and remains a key focus area for the Company. We have continued to strengthen our understanding of the segment through data-driven credit assessment, sector-specific insights, and enhanced customer engagement. The increasing digitalisation of business operations and wider availability of digital financial records have enabled more objective evaluation of creditworthiness and working capital requirements, thereby facilitating faster and more efficient credit delivery.

The Company remains committed to building a high-quality and resilient SME loan portfolio through prudent underwriting practices, robust risk management frameworks, and continuous monitoring of asset quality. During the year, we maintained a disciplined approach to credit origination, with a strong emphasis on sustainable growth and portfolio quality. Our lending decisions continue to be guided by comprehensive ground-level assessments, industry trends, and evolving market dynamics.

Our lending activities remain focused across our key operational geographies, including Gujarat, Rajasthan, Madhya Pradesh, Maharashtra, Tamil Nadu, Karnataka, Telangana, Chhattisgarh, Punjab, Haryana, Delhi, and Uttarakhand.Wecontinuetostrengthenourpresenceinthese markets while exploring opportunities to deepen customer relationships and expand our reach in a prudent manner.

Looking ahead, the Company remains optimistic about the long-term prospects of the SME sector and is well-positioned tosupportitsfinancingneedsthroughinnovative,technology-enabled, and customer-centric financial solutions. We remain committed to contributing to the growth of SMEs, fostering financial inclusion, and creating sustainable value for all stakeholders while supporting broader economic development.

The Companys SME portfolio is underwritten using prudent credit assessment processes, maintaining strong portfolio quality with AUM of 5,212.99 Crore as on March 31, 2026. As per industry reports, Indias MSME sector is anticipated to contribute 40% of total GDP by 2030 with the right investments and reforms, widely cited MSME output to reached US$ 1 trillion by 2028.

TWO WHEELER AND COMMERCIAL VEHICLE FINANCING AND USED CAR FINANCING:

The vehicle financing industry continues to offer significant growth opportunities, supported by increasing vehicle ownership, improving infrastructure, rising economic activity, and growing demand for personal and commercial mobility.

The sector is expected to benefit from favorable demographic trends, expanding credit penetration, and increasing adoption of organized financing channels across urban and semi-urban markets.

In line with these positive industry trends, the Company continues to strengthen its focus on Two-Wheeler and Commercial Vehicle financing as key components of its retail lending portfolio. We are gradually building a dedicated team and strengthening operational capabilities across our areas of operation to support the growth of this business segment.

Our strategy remains focused on creating a well-diversified and sustainable asset portfolio while maintaining prudent underwriting standards and strong portfolio quality. Through a balanced approach to growth and risk management, we aim to achieve optimal returns on assets while preserving the long-term stability of the portfolio.

As we continue to expand our presence across existing and new geographies within our distribution network, we remain confident in our ability to capture emerging opportunities in the mobility financing sector. With sustained economic growth, increasing consumer aspirations, and growing demand for transportation and logistics solutions, we expect the vehicle financing segment to contribute meaningfully to the Companys Assets Under Management (AUM) and overall business growth in the coming years.

The Company focuses on disciplined underwriting and effective collection mechanisms to maintain portfolio quality while expanding its customer base with Two-Wheeler AUM of 1063.33 Crore and Commercial Vehicle AUM of 1,085.73 Crore as on March 31, 2026. The Indias two-wheeler market growth is valued at US$ 30.29 billion in 2026 and is expected to reach US$ 38.68 billion by 2031, at a CAGR of 5.02% backed by the robust policy support for electrification, export demand recovery and gaining retail channel penetration. The Commercial Vehicle market reached US$ 53.23 billion in 2025 and is anticipated to grow US$ 84.12 by 2034 at a CAGR of 5.03% from 2026-2034 backed by government infrastructure investment, e-commerce-driven logistics growth and gaining electrification of the fleet.

SALARIED PERSONAL LOANS:

The Companys Salaried Personal Loan portfolio is focused on addressing the short-term financial requirements of individuals with stable and regular income streams. These loans are designed to provide convenient and timely access to credit for a wide range of personal needs, including medical expenses, education, travel, home improvement, and other unforeseen financial obligations.

The segment continues to present attractive growth opportunities, driven by increasing consumer spending, rising financial awareness, and the growing acceptance of formal credit channels. The Company remains committed to offering a seamless customer experience through simplified application processes, quick turnaround times, minimal documentation requirements, and competitive pricing.

We continue to strengthen our credit assessment framework throughtheuseofdataanalytics,digitalverificationtools,and robust risk management practices. These initiatives enable us to enhance underwriting efficiency while maintaining a disciplined approach towards asset quality and portfolio performance.

Indias salaried personal loan market is anticipated to remain one of the fastest-growing retail lending segments through FY 2030, supported by rising employment, increasing disposable incomes, digital lending platforms, and AI-based credit underwriting. The market is projected to grow from

14.7 trillion in FY 2025 to 36.5 to 39.6 trillion by FY 2030, marking a CAGR of 20-22%.

Going forward, the Company intends to further scale this business segment in a prudent manner by leveraging technology-enabledprocesses,expandingcustomeroutreach, and continuously refining its risk assessment models. We remain focused on building a high-quality personal loan portfolio that delivers sustainable growth while creating value for customers and stakeholders alike with AUM of 1,263.82 Crore as on March 31, 2026. We intend to maintain this loan book below 10% of our AUM.

HOUSING FINANCE:

Indias housing finance market is one of the most promising segments within the financial services land scape valued at approximately US$ 430.74 billion in 2026, the sector is projected to grow US$ 809.07 billion at a robust CAGR of 13.44% by 2031. This expansion is driven by factors such as risingdisposableincomes,increasingurbanisation,improved housing affordability, and supportive government initiatives like PMAY and credit-linked subsidies. Notably, housing finance continues to be the dominant category within the countrys secured loan portfolio.

MASRuralHousing&MortgageFinanceLimited("MRHMFL" or "the Subsidiary") continues to serve the middle and the lower income segments of the economy, particularly in the semi urban and rural areas, which are expected to be the key drivers of the sector in the coming decades. Full-fledged efforts are underway to execute operations efficiently, as per the detail planning. The Subsidiary remains committed on responsible lending, with a well-planned and phased execution strategy that balances growth with effective risk management. Recognising the unique challenges in rural housing finance, particularly around property title verification and documentation, MRHMFL continues to adopt a cautious and diligent approach. Despite the presence of creditworthy customers, ensuring clear and legally valid title ownership remains a key operational hurdle. The Company is actively collaborating with local stakeholders, legal experts, and government authorities to streamline process and enhance transparency. The Companys rural initiative has started showing encouraging results.

The Company has 103 branches Pan India as on March 31, 2026. These branches allow the Company to efficiently serve diverse geographies while staying close to its target customer base. The rural housing initiative is also poised to begin delivering tangible results in the near future.

Driven by our commitment to financial inclusion and portfolio quality,weremainfocusedonbuildingaresilient,scalable,and impactful housing finance business that adds lasting value to the communities we serve and contributes meaningfully to the Companys long-term growth. We continue to strive forward with confidence and dedication, aiming to create a high-quality portfolio and adding substantial value to the ecosystem in which we operate.

The Company maintains a high-quality housing loan portfolio through prudent underwriting standards and continuous portfolio monitoring with AUM of 940.19 Crore and Net NPA at 0.68% as on March 31, 2026.

INSURANCE BUSINESS:

The Companys subsidiary, MASfin Insurance Broking Private Limited, has been granted a license by the Insurance Regulatory and Development Authority of India (IRDAI) to operate as a Direct Insurance Broker (Life and General Insurance). The Subsidiary has commenced its efforts towards establishing a strong distribution and service platform with a focus on providing comprehensive insurance solutions to customers.

India continues to remain significantly underinsured, presenting a substantial long-term opportunity for the insurance sector. Insurance penetration in the country stands at approximately 3.7% of GDP, well below the global average of around 6.8%. Health insurance coverage also remains inadequate, with only about 40% of the population having any form of health insurance, while life insurance ownership continues to be concentrated in urban and higher-income segments, leaving a large protection gap across the country. These structural gaps, coupled with rising awareness, increasing healthcare costs, higher disposable incomes, and supportive government initiatives, are expected to drive sustained growth in insurance adoption.

Going forward, the subsidiary will focus on developing a scalable and sustainable business model, strengthening strategic partnerships with insurers, enhancing digital distribution capabilities, and maintaining the highest standards of governance, regulatory compliance, and customer service. The Board remains confident that the insurance broking business will emerge as an important contributor to the Groups long-term growth strategy and further reinforce its position as a trusted financial services institution.

As per IBAI report, Indias insurance industry is cited to grow from 11 lakh crore in 2024 to 25 lakh crore by 2030. Governments vision of Insurance for All by 2047 will support the rise in penetration from 3.7% to 5% by 2030. This will take India closer to the global average of 6.8%.

WELL DIVERSIFIED DISTRIBUTION NETWORK:

The Company continues to strengthen its pan-India retail presence through a well-established and expanding distribution network, which forms the backbone of its customer outreach and service delivery strategy. As on March 31, 2026, the Company strengthens its branch network to 208 branches across Gujarat, Maharashtra, Rajasthan, Madhya Pradesh, Tamil Nadu, Karnataka, Punjab, Haryana, Uttarakhand, Chhattisgarh, Telangana, Uttar Pradesh and Delhi NCR. The Company served over 16,500 Customer locations through its branch network. This deliberate, data-driven expansion aims to deepen penetration in high-potential markets and bring the Companys comprehensive suite of financial products closer to underserved and emerging customer segments.

Looking ahead, the Company remains committed to enhancing the productivity and efficiency of its distribution network. The focus is on optimising branch operations, expanding digital touchpoints, and building an integrated distribution model capable of supporting scale without compromising service quality.

With the guiding principle of "Extending Credit Where It Is Due," the Company aims to maximise the growth potential embedded across its 16,500+ customer locations. This will enable the creation of a sustainable, scalable, and profitable business model that contributes meaningfully to financial inclusion and long-term value creation.

DISTRIBUTION BY PARTNERING WITH NBFCS:

The Company continues to view financial inclusion as one of the most significant long-term opportunities within Indias financial services landscape. Our experience of more than three decades in the sector has reinforced our belief that sustainable and inclusive credit growth is dependent upon the efficient last-mile delivery of financial services, particularly to underserved and underpenetrated customer segments. Small and medium sized NBFCs constitute a critical component of this ecosystem owing to their deep local presence, strong customer relationships, and nuanced understanding of regional markets. The Company has strategically positioned itself as a partner of choice for such institutions by providing a combination of credit support, product distribution capabilities, and domain expertise.

Our partnership-led distribution model remains a key pillar of our growth strategy. Through this model, we collaborate with small and medium sized NBFCs for the distribution of a diverse range of financial products while also extending funding support to facilitate their growth and expand their lending capacity. This approach enables the Company to scale efficiently, diversify its reach, and strengthen its participation in the broader financial inclusion value chain.

Beyond capital, the Company leverages its extensive experience in retail finance, risk management, governance, and operational excellence to support its partner institutions in building sustainable and resilient businesses. This collaborative framework has helped create enduring relationships founded on trust, transparency, and shared value creation.

As of 31 March 2026, the Company maintained relationships with more than 220 NBFC partners across the country. The continued growth of this network reflects the strength of our partnership model and the confidence reposed in the Company by its ecosystem participants.

Looking ahead, the Company remains committed to deepening these strategic relationships, broadening the scope of collaboration, and expanding its distribution capabilities. We believe that our partnership-driven approach not only supports sustainable business growth but also advances the broader objective of enhancing financial inclusion and economic empowerment across India.

The distribution model has been developed and refined over the last 15 years. During this period, the Company has cumulatively disbursed over 31,000 Crores through its NBFC partners while maintaining an overall portfolio loss of less than 0.50% despite operating through multiple challenging economic and credit cycles. This consistent performance reinforces our confidence in the strength, scalability, and resilience of the distribution model.

RESOURCES:

HUMAN RESOURCE MANAGEMENT AT MAS:

At MAS, human capital remains the foundation of sustainable growth and long-term value creation. The Company firmly believes that its people are its most valuable asset and a key differentiator in delivering business excellence, fostering innovation, strengthening customer relationships, and upholding the values that define the MAS Group. The Companys Human Resource philosophy is anchored in creating a high-performance, inclusive, and purpose-driven workplace that enables individuals to realize their full potential while contributing meaningfully to organizational objectives. Guided by the active involvement of the promoters, supported by an experienced leadership team and a diverse Board, the Company has established a robust people management framework focused on attracting, developing, engaging, and retaining high-quality talent.

The Companys people practices are designed to foster a culture of meritocracy, collaboration, accountability, and continuous learning. Employees are encouraged to contribute ideas, express perspectives, and participate actively in the Companys growth journey. A competitive compensation structure, performance-linked rewards, leadership development opportunities, internal career mobility, and exposure to critical assignments form integral components of the Companys employee value proposition. In an increasingly dynamic business environment characterized by rapid technological advancement and evolving customer expectations, the Company continues to investinstrengtheningorganizationalcapabilitiesandfuture-ready talent. Learning and development remain strategic priorities, with a strong focus on enhancing functional expertise, leadership capabilities, digital competencies, and professional effectiveness across all levels of the organization. During the year, the Company further strengthened its people processes through continued focus on performance management, talent development, succession planning, leadership effectiveness, and employeeengagementinitiatives.Theseeffortsareaimedat building a resilient, agile, and growth-oriented organization capable of sustaining long-term business success.

The articulation and execution of the Companys strategic vision continue to be driven by a committed leadership team and Team MAS. A distinguishing strength of the organization is its stable and experienced core team, many of whom have been associated with the Company for a significant part of its journey. Their deep institutional knowledge, strong alignment with the Companys values, and unwavering commitment to its long-term vision have played a pivotal role in building and sustaining the Companys growth trajectory. As the Company continues its growth journey, it remains committed to nurturing a culture founded on integrity, respect, excellence, inclusivity, and continuous development, ensuring that MAS remains an employer of choice and a platform for professional growth and leadership development.

The Company has a diverse workforce of 4184 employees as on March 31, 2026. Moving forward, the Company remains steadfast in its commitment to fostering and developing the most suitable talent in order to effectively accomplish its business objectives. It is worthy to note that out of the total workforce of MAS 436 employees are with the organisation for more than five years.

Attracting, enabling, promoting and retaining talent have been the keystone of Human Resource functions at MAS. We trust with all the above qualities accompanied by the determination to excel, this team forms a formidable second line of management at MAS. In our unwavering commitment to developing a thriving and empowered workforce, the Company will continue to invest concerted efforts in strengthening and nurturing this invaluable human capital.

In recognition of our commitment to creating an exceptional work environment, MAS has been certified as a "Great Place to Work" for the period January 2026 to January 2027 by Great Place to Workr, the global authority on workplace culture. This recognition marks the same being achieved consecutively for four years.

CAPITAL AND LIABILITY MANAGEMENT:

The Companys capital and liability management strategy is founded on the principles of financial strength, prudent risk management, liquidity resilience, and long-term value creation. Over the years, the Company has built a strong reputation for governance, operational excellence, and disciplined execution, enabling it to earn the confidence of a diverse set of lenders, investors, and other stakeholders.

This trust continues to serve as a significant competitive advantage and supports the Companys ability to pursue its growth objectives in a sustainable manner.

The Company remains committed to maintaining a well-capitalized balance sheet and a diversified liability profile that supports business growth while ensuring adequate liquidity and financial flexibility. Our capital management framework is designed to optimize returns on capital employed, maintain strong capital adequacy levels, and ensure compliance with all applicable regulatory requirements prescribed by the Reserve Bank of India (RBI) and other relevant authorities.

A disciplined approach to asset-liability management remains central to the Companys financial strategy. The Company continuously monitors liquidity positions, funding concentrations, maturity profiles, interest rate exposures, and market conditions to ensure effective management of financial risks and preservation of balance sheet strength across business cycles.

The Company has developed long-standing relationships with a broad spectrum of banks, financial institutions, development finance institutions, and capital market participants. These enduring partnerships have enabled the Company to maintain access to diversified funding sources and support its growing business requirements. The continued confidence demonstrated by our lending partners reflects the strength of our business model, asset quality, governance standards, and prudent risk management practices.

During the year, the Company continued its efforts to further diversify its borrowing profile and strengthen funding resilience through engagement with existing and prospective lending partners. This approach is expected to enhance fundingflexibility,improveliabilitydiversification,andsupport the Companys long-term growth aspirations.

The Board believes that a strong capital position, prudent liability management practices, and sustained stakeholder confidence will continue to be key enablers of the Companys growthstrategy.TheCompanyremainsfocusedonpreserving financialstability,maintainingahigh-qualityliabilityfranchise, and creating sustainable value for all stakeholders.

The Board places on record its sincere appreciation for the continued support and confidence reposed by the Companys lenders, investors, rating agencies, and other financial stakeholders. Their partnership and trust remain integral to the Companys sustained growth and long-term success.

CAPITAL ADEQUACY RATIO:

As of 31 March 2026, the Company maintained a strong Capital Adequacy Ratio (CAR) of 22.84% of its aggregate risk-weighted assets, including credit equivalents of off-balance-sheet exposures. This position remains well above the minimum regulatory requirement of 15% prescribed by the Reserve Bank of India (RBI), reflecting the Companys strong capital base and prudent risk management framework.

The healthy capital adequacy level provides the Company with a substantial capital buffer, enabling it to support planned business growth, absorb potential macroeconomic and credit-related uncertainties, and maintain financial stability across business cycles. It also provides adequate headroom to pursue strategic growth opportunities while ensuring continued compliance with regulatory norms and internal risk appetite parameters.

The Company remains committed to maintaining a strong capital position through disciplined capital allocation, robust earnings retention, and prudent leverage management, thereby reinforcing its long-term sustainability and resilience.

ANNUAL RETURN AS PER SECTION 92 (3) OF COMPANIES ACT 2013:

In pursuance to the provisions of Section 92(3) of the Companies Act, 2013 read with Rules made thereunder and amended time to time, the Annual Return of the Company for the Financial Year ended on March 31, 2026 is available on the website of the company i.e. www.mas.co.in and the web link of the same is https://mas.co.in/investors-corner/ annual-reports/.

BOARD MEETINGS HELD DURING THE YEAR:

The Company held 04 (Four) Board Meetings during the financial year under review.

Sr. No.	Date on which Board Meetings were held	Total Strength of the Board	No. of Directors Present
1	April 30, 2025	7	7
2	July 23, 2025	7	7
3	November 05, 2025	7	7
4	January 28, 2026	7	7

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability would like to state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

b) they had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

c) they 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) they had prepared annual accounts on a going concern basis; e) they had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were in place were adequate and operating effectively.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT,PAYMENTOFREMUNERATIONAND DISCHARGE OF THEIR DUTIES:

The Companys Policy relating to appointment of Directors, paymentofManagerialremuneration,Directorsqualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished as attached to this report. "Annexure - A". The weblink for the policy is https://mas. co.in/investors-corner/policy/.

AUDITORS:

Statutory Auditors:

At the 29^th Annual General Meeting held on September 11, 2024, the members had appointed M/s. Sorab S. Engineer

& Co., Chartered Accountants (Firms Registration No: 110417W), Ahmedabad as Statutory Auditors for a term of three years beginning from the conclusion of the 29^th AGM till the conclusion of the 32^nd Annual General Meeting of the Company.

Secretarial Auditors:

The Members at the 30^th Annual General Meeting held on September 03, 2025 appointed M/s. Ashish Shah & Associates, Practising Company Secretaries, a peer reviewed firm (COP Number: 4178) as Secretarial Auditors of the Companyforatermof5(five)consecutiveyearscommencing from Financial Year 2025- 2026 till Financial Year 2029-2030.

The Secretarial Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Company Secretaries of India (ICSI) and hold valid certificate issued by the Peer Review Board of the ICSI.

SECRETARIAL AUDIT REPORT:

In pursuance to the provisions of Section 204 of the Companies Act, 2013 read with Rules framed thereunder and in compliance of Regulation 24A of Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations") M/s. Ravi Kapoor and Associates, Practising Company Secretaries, had conducted secretarial audit of the Company for the financial year 2025-26. The Secretarial Audit Report for the financial year ended March 31, 2026, is annexed which is forming part to this report as "Annexure - B".

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

EXPLANATIONS OR COMMENTS BY BOARD ON EVERYQUALIFICATION,RESERVATIONORADVERSE REMARK OR DISCLAIMER MADE:

(i) By the Statutory Auditors in his report;

There is no qualification, reservation or adverse remark raised by Statutory Auditor in Auditors report for the year under review.

(ii) By the Company Secretary in Practice in his Secretarial Audit Report;

There is no qualification, reservation, adverse remark or disclaimer in audit report issued by the Secretarial Auditors of the Company.

FRAUDS REPORTED BY THE AUDITORS:

During the year under review, no frauds have been reported by the Auditor (Statutory Auditor, Secretarial Auditor) to the Audit Committee / Board, under Section 143(12) of the Companies Act, 2013.

A STATEMENT ON DECLARATION GIVEN BY INDEPENDENTDIRECTORSUNDERSUB-SECTION(6) OF SECTION 149:

The Company has received declarations from Mr. Umesh Shah, Mr. Narayanan Sadanandan, Mr. Vishal Vasu and Dr. Barnali Chaklader, Independent Directors of the Company that they meet with the criteria of independence as prescribed under Sub-section (6) of Section 149 of the Companies Act, 2013 read with Rule 6 (1) and (3) of Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended from time to time and Regulation 16 & 25 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations). All Independent Directors of your Company are registered with Indian Institute of Corporate Affairs as per the requirement of Section 149 of the Companies Act, 2013 and rules framed thereunder.

In the opinion of Board, all the Independent Directors are possessing integrity, expertise and experience (including the proficiency) in their respective domains.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, paid to them for the purpose of attending meetings of the Board / Committee of the Company.

MATTERS AS PRESCRIBED UNDER SUB-SECTIONS (1) AND (3) OF SECTION 178 OF THE COMPANIES ACT, 2013:

The Company constituted its Nomination Committee on December 23, 2010 and the nomenclature of the Nomination committee was changed to "Nomination and Remuneration Committee" on March 20, 2015 pursuant to Section 178 of the

Companies Act, 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, by way of resolution passed in accordance with, provisions of the Companies Act, 2013. The Nomination & Remuneration Committee consists of three Independent Directors. The powers and function of the Nomination and Remuneration Committee is stated in the Nomination and Remuneration Committee Charter of MAS Financial Services Limited. The Remuneration policy is available at the Web link https://mas.co.in/investors-corner/policy/.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The loan made, guarantee given or security provided in the ordinary course of business by a NBFC registered with Reserve Bank of India are exempt from the applicability of provisions of Section 186 of the Act. As the Company being a NBFC registered with RBI the restrictions contained in the said provisions are not applicable to the Company.

During the year under review the Company has invested surplus funds in various securities in the ordinary course of business. For details of the investments of the Company refer to Note No. 9 of the financial statements.

PARTICULARS CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188:

All Contracts / Arrangements / Transactions executed by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis. The Audit Committee reviews all Related Party Transaction on quarterly basis. Particulars of such related party transactions described in Form AOC-2 as required under Section 134 (3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules 2014, which is annexed herewith as "Annexure - C".

The related party disclosures as specified under Para A of Schedule V read with Regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 is forming part in Notes to Financial Statements.

Theboardhasapprovedapolicyforrelatedpartytransactions which has been hosted on the website of the Company. The web-link for the same is https://mas.co.in/investors-corner/ policy/. The related party transactions, wherever necessary are carried out by company as per this policy. There were no materially significant related party transactions entered into by the company during the year, which may have potential conflict with the interest of the company at large. There were no pecuniary relationship or transactions entered into by any Independent Directors with the company during the year under review.

AMOUNT, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES:

During the year under review 72.73 Crores were transferred to statutory reserve under Section 45 IC of RBI Act, 1934.

DIVIDEND:

The Company had paid an Interim Dividend of 1.25/- (Rupees One and Two-Five paisa only) per share on 18,14,53,377 Equity Shares of 10/- fully paid up (10%) aggregating to 22,68,16,721.30/- (Rupees Twenty-Two Crore Sixty-Eight Lakh Sixteen thousand Seven Hundred Twenty-One and Thirty paisa only), during the financial year 2025-26. The same was declared by Board of Directors in their meeting held on January 28, 2026. The said dividend was paid on February 16, 2026.

Your Directors are pleased to recommend a Final Dividend of 0.75/- (Rupees Zero decimal Seven-Five Paise Only) per Equity Share on 18,14,53,377 Equity Shares of 10/- fully paid up (7.5%) aggregating to 13,60,90,032.75/- (Rupees Thirteen Crore Sixty Lakh Ninety Thousand Thirty-Two and Seventy-Five Paisa Only) for the Financial year 2025-26, subject to the approval of members in the ensuing Annual General Meeting of the Company. The payment of Final Dividend shall be paid to those members whose names appears in the Register of Members of the Company or in the records of depositories as beneficial owners of Equity Shares as on Wednesday, August 26, 2026 being the record date fixed by the Board to identify the shareholders to whom final dividend to be paid by the Company for the financial year 2025-26. The payment of final dividend will be subject to deduction of tax at source as per the applicable rate.

The dividend recommended is in accordance with the criteria as set out in the Dividend Distribution Policy which has been approved by the Board of Directors. Pursuant to Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the policy is forming part to the report as "Annexure - D". The weblink for the same is https://mas.co.in/investors-corner/policy/.

MATERIAL CHANGES AND COMMITMENTS AFFECTINGFINANCIALPOSITIONOFTHECOMPANY:

There have been no material changes and commitments that would affect financial position of the Company from the end of the financial year of the Company to which the financial statements relate and the date of this Directors Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,FOREIGNEXCHANGEEARNINGSAND OUTGO:

- Conservation of Energy and Technology Absorption:

Since the Company is operating in service sector, the provisions of Section 134(3)(m) of the Companies Act, 2013 regarding conservation of energy and Technology Absorption are not applicable.

- Foreign Exchange earnings and outgo

The Company has no Foreign Exchange earnings and outgo.

RISK MANAGEMENT

Financing activity is the business of management of risks, which in turn is the function of the appropriate credit models and the robust systems and operations. Your Company continues to focus on the above two maxims, and is always eager to improve upon the same.

Your Company continues to give prime importance to the function of receivables management, as it considers this the ultimate reflection of the correctness of marketing strategy as well as appraisal techniques. The Net stage 3 of the Company is 1.70% of Asset under Management as on March 31, 2026.

Pursuant to Regulation 21(5) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of Risk Management Committee is applicable to top 1000 listed entities determined on the basis of market capitalisation, as at the end of the immediate previous financial year. The Board of Directors has thus adopted a Risk Management Policy for the Company which provides identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy. The web-link for the same is https://mas.co.in/investors-corner/policy/.

The Company has in place a Risk Management Policy and introduced several measures to strengthen the internal controls systems and processes to drive a common integrated view of risks, optimal and mitigation responses. This integration is enabled through a dedicated team and Risk Management, Internal Control and Internal Audit systems and processes.

Corporate Social Responsibility (CSR):

Our commitment to Corporate Social Responsibility (CSR) reflects our dedication to creating a positive and lasting impact on society while promoting environmental sustainability. As a responsible corporate citizen, the Company remains committed to conducting its business in a socially responsible manner by integrating ethical, environmental, and community-focused initiatives into its operations.

Your Company continues to address the evolving needs of the communities in which it operates, recognising that sustainable business growth goes hand in hand with inclusive social development. In line with its CSR Policy, the Company undertook a range of initiatives during the year with a focus on healthcare, education, tree plantation, welfare, and community development. These initiatives are aimed at improving the quality of life of underserved communities and contributing to long-term, sustainable social progress.

Our approach to community engagement is guided by compassion, inclusivity, and a commitment to creating meaningful and measurable impact. By leveraging our resources, expertise, and partnerships, we strive to support communities, particularly during times of need, while also fostering environmental stewardship and contributing to the long-term well-being of society.

During the year, the Company continued to implement several CSR programmes and initiatives aligned with its strategic priorities. The key programmes and initiatives undertaken during the year are outlined below:

"MAS Arogya Abhiyan" - The Company continued its commitment to improving access to healthcare by providing vital medical support to underprivileged and economically weaker sections of society, reflecting its dedication to health and humanitarian care.

During the year, the Company contributed to Hospital to support the provision of quality medical services and community healthcare initiatives. The Company also distributed surgical instruments to healthcare facilities to strengthen their capacity for medical treatment and emergency care. In addition, financial assistance was extended directly to deserving patients to help meet the cost of medical treatment, ensuring timely access to essential healthcare services and easing the financial burden on individuals and their families.

"MAS Shiksha Protsahan" believing in the power of education and support to transform lives, especially for children in underprivilegedcommunities.Beyondsupportingeducational advancement, the initiative seeks to nurture confidence, encourage lifelong learning, and empower young individuals with the knowledge and skills necessary to build a brighter and more self-reliant future.

Education is a fundamental driver of social and economic progress and plays a vital role in improving the quality of life, particularly for underprivileged communities. Recognising the transformative power of education, the Company, through its "MAS Shiksha Protsahan" initiative, continues to support deserving students who aspire to pursue quality education but face financial constraints.

Duringtheyear,theCompanyextendedfinancialassistanceto meritoriousandeconomicallydisadvantagedstudentstohelp them continue their education and realise their aspirations. In addition to supporting educational expenses, the Company provided school bags, stationery, uniforms, sweaters, school shoes, and other essential learning materials, thereby easing the financial burden on families and enabling students to focus on their academic development.

The Companys management team also engaged with schools in rural and peripheral areas of Ahmedabad and Gandhinagar to assess their infrastructural needs. Based on these assessments, the Company undertook initiatives to strengthen educational infrastructure by providing essential facilities such as fans, lighting, benches, computers, and playground equipment, including swings. To improve the learning environment and safeguard students well-being, the Company also supported the construction of sheds to provide protection from extreme weather conditions during school activities and meal breaks.

Throughthe"MASShikshaProtsahan"initiative,theCompany remains committed to creating equitable educational opportunities, strengthening school infrastructure, and empowering young minds with the knowledge, confidence, and resources needed to build a brighter future. The Company continues to allocate resources towards these initiatives in accordance with its CSR Policy and the applicable provisions of the Companies Act, 2013.

"MAS Menstrual Hygiene Programme" (Promoting Sanitation in Rural Areas): This program is aimed at improving awareness, accessibility, and acceptance of safe menstrual hygiene practices among adolescent girls and women in rural communities. The initiative seeks to promote dignity, health, and empowerment by addressing menstrual health challenges and breaking social stigmas associated with menstruation.

Recognising that limited access to sanitation facilities, clean water, and affordable menstrual hygiene products continues to impact the health, education, and well-being of women and girls in rural areas, the Company undertook targeted interventions to address these challenges. During the year, sanitarynapkinsweredistributedtowomenandgirlsinnearby villages to promote safe and hygienic menstrual practices. In addition,theCompanyorganisedawarenessprogrammesand educational workshops on menstrual hygiene management to enhance understanding of menstrual health, encourage healthy practices, and dispel misconceptions surrounding menstruation. Through this initiative, the Company remains committed to fostering a healthier, more informed, and inclusive society by empowering women and girls with the knowledge, resources, and confidence to manage menstrual health with dignity.

Honoring the Sacrifice of Our Heroes - Support for Armed Forces Veterans, War Widows, and Their Families - As part of our commitment to honoring national service and valor, the Company has extended heartfelt support to the families of martyrs during our Independence Day commemorations.

Annapurna Abhiyan - Ensuring Food Security - Distribution of Food Grains - Recognizing the pressing issue of food insecurity among economically vulnerable populations, the Company has undertaken a food grain distribution initiative in the surrounding areas of Ahmedabad. This initiative is part of our broader commitment to corporate social responsibility, focusing on addressing basic human needs and supporting sustainable community development.

As part of its ongoing Corporate Social Responsibility (CSR) initiatives, the Company recognises the challenges faced by vulnerable sections of society in accessing basic necessities, including food and livelihood support. In response to these needs, the Company undertook various initiatives aimed at strengthening community welfare and improving the quality of life of underserved communities.

During the year, the Company organised food distribution drives across Gujarat, providing raw food packets comprising essential grocery items to villages and communities in need. The initiative was undertaken with the objective of supporting economically disadvantaged families and extending assistance to individuals and communities facing difficulties in meeting their basic nutritional requirements.

Recognisingtheimportantroleoflivestockinruraleconomies, the Company also extended support towards the welfare of animals by providing essential food supplies for cows and cattle. This initiative contributed to animal well-being while supporting local farmers and communities that depend on livestock for their livelihoods. In addition, the Company supported livelihood generation by providing tractors to individuals engaged in agricultural activities, enabling them to enhance their earning potential and continue their sources of income. Through these initiatives, the Company remains committed to promoting inclusive growth, rural development, and sustainable community empowerment.

One of the distinguishing aspects of our CSR approach is thatallactivities,includingthisfoodgraindistributioninitiative, are carried out directly by the Company rather than merely transferring funds to third-party NGOs or external agencies. The Company has established a dedicated CSR department staffed with committed professionals who personally plan, implement, monitor, and complete these programs on the ground.Whilethisdirectinvolvementrequiressignificanttime and resource investment, it ensures greater transparency, accountability, and effectiveness in delivering impact. By eliminating intermediaries, the Company can closely oversee the execution of projects, promptly address challenges, and adapt interventions to local needs. This hands-on approach strengthens our connection with the communities we serve and maximizes the benefits derived from every CSR rupee spent. Our CSR team conducts thorough needs assessments, coordinates logistics, and maintains regular communication with beneficiaries, ensuring that the initiatives are impactful and sustainable.

MAS Vriksha Abhiyan (Promoting Environmental Sustainability through Tree Plantation) - The "MAS Vriksha Abhiyan" reflects the Companys commitment towards environmental conservation, sustainability, and creating a greener future. Recognising the importance of increasing green cover and preserving the ecological balance, the Companyundertooktreeplantationinitiativesacrossschools and other community areas.

Through this initiative, the Company planted trees in and around educational institutions and other identified locations, encouraging environmental awareness among students and local communities. These plantation drives aim to contribute towards cleaner surroundings, improved air quality, biodiversity conservation, and the creation of sustainable green spaces for future generations.

The initiative also focuses on nurturing a sense of environmental responsibility among young students by engaging schools in plantation activities and promoting the importance of protecting nature. Through "MAS Vriksha Abhiyan", the Company continues to support sustainable development and its commitment towards environmental stewardship as part of its broader CSR objectives.

Looking ahead, the Company remains committed to further strengthening its Corporate Social Responsibility (CSR) initiatives and enhancing its social impact through increased focus and sustained efforts in the areas of rural development, healthcare,education,sanitation,environmentalsustainability and community welfare.

The Company has identified and initiated various long-term programmes aimed at creating meaningful and sustainable change by improving access to education, promoting better healthcare and sanitation facilities, supporting livelihood opportunities, and enhancing the overall quality of life of communities. These initiatives reflect the Companys continued commitment towards inclusive growth and responsible corporate citizenship.

The CSR Report for the Financial Year 2026-2027 forms part of this report and is annexed as Annexure-E. The composition of the CSR Committee, along with details of ongoing CSR projects, programmes, and activities undertaken during the year, are provided in the CSR Report/section. The CSR Policy of the Company is available on the Companys website at the following link: https://mas.co.in/investors-corner/policy/

FORMALANNUALEVALUATIONOFTHEPERFORMACE OF THE BOARD, COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of 134(3)(p) the Companies Act, 2013 and Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually including Independent Directors as well as the evaluation of the working of its Committees. The evaluation was carried on the basis of structured questionnaire was prepared after taking into consideration inputsreceivedfromtheDirectors,coveringvariousaspectsof the Boards functioning such as adequacy of the composition of the Board and its Committees, level of engagement and participation, Board culture, execution and performance of specific duties, obligations and governance. The Board has expressed their satisfaction with the evaluation process.

In pursuant to Regulation 17(10) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the evaluation of Independent Directors were done by the entire board of directors which includes -

(a) Performance of the directors; and

(b) Fulfillment of the independence criteria as specified in the regulations and their independence from the management.

Criteria adopted for evaluation:

The Board shall evaluate the roles, functions, duties of Independent Directors (IDs) of the Company. Each ID shall be evaluated by all other directors not by the Director being evaluated. The board shall also review the manner in which IDs follow guidelines of professional conduct. Further, in a separate meeting of Independent Directors, performance of non-independent directors, the Board as whole and the Chairman of the Company was evaluated.

(i) Performance review of all the Non-Independent Directors of the Company on the basis of the activities undertaken by them, expectation of board and level of participation;

(ii) Performance review of the Chairman of the Company in terms of level of competence of chairman in steering the company;

(iii) The review and assessment of the flow of information by the Company to the board and manner in which the deliberations take place, the manner of placing the agenda and the contents therein;

(iv) The review of the performance of the directors individually, its own performance as well as evaluation of working of its committees shall be carried out by the board;

(v) On the basis of performance evaluation, it shall be determined by the Nomination and Remuneration Committee and the Board whether to extend or continue the term of appointment of ID subject to all other applicable compliances.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the period under the review, the Company has 2 (two) subsidiary companies i.e. MAS Rural Housing and Mortgage Finance Limited (MRHMFL) and MASfIN Insurance Broking Private Limited. Pursuant to the provision of Section 129(3) of the Companies Act, 2013, the performance and financial position of Subsidiaries, Associates and Joint Venture Companies are described in Form AOC-1 which is annexed herewith as "Annexure - F".

Further the Company does not have any Joint Venture or Associate Company during the period under the review.

The Companys policy for determination of material subsidiary, as adopted by the Board of Directors, in conformity with regulation 16 of the SEBI Listing Regulations, can be accessed on the Companys website at https://mas.co.in/ investors-corner/policy/.

During the year under review, the Company has subscribed into the equity shares of the above-mentioned subsidiaries. The details of the same are under:

- Company and its subsidiary company, MRHMFL have invested an amount of 0.35 Crore and 0.15 Crore, respectively in MASfIN Insurance Broking Private Limited by subscribing into 3,50,000 Equity Shares of face value of 10 each and 1,50,000 Equity Shares of face value of 10 each, respectively issued on Right Issue basis on August 29, 2025.

- Company has acquired 3,33,333 Equity Shares of its subsidiary company, MRHMFL pursuant to conversionof6%Non-CumulativeOptionallyConvertible Preference Shares at the offer price of 100 each on September 12, 2025.

- Invested an amount of 25 Crore (rounded-off) into subsidiary company, MRHMFL by subscribing to 12,67,170 Equity Shares of face value of 10 each at a premium of 187.29/- per share on March 31, 2026.

PARTICULARS OF EMPLOYEES:

The information required under section on 197 of the Act read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are mentioned as per "Annexure - G".

Details of top ten employees in terms of the remuneration and employees in receipt of remuneration as required under Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which form part of the this report will be made available to any member on request, as per provisions of Section 136(1) of the Act and the same is also available on the website of the Company, at www.mas.co.in.

THE CHANGE IN NATURE OF BUSINESS:

The Company continues to carry out the same activities and during the period under review there is no change in the nature of business.

DISCLOSUREABOUTRECEIPTOFANYCOMMISSION BY THE MANAGING DIRECTOR / WHOLE-TIME DIRECTOR FROM A COMPANY:

The Company has not paid any commission to the Managing Director / Whole-Time Director against any services during the period under review.

PUBLIC DEPOSITS:

The Company is Non - deposit taking Non-Banking Financial Company registered with Reserve Bank of India and is prohibited from accepting public deposits and therefore the Company has not accepted any deposits from public during the year under review and there was no public deposit outstanding as on March 31, 2026.

CAPITAL STRUCTURE:

1. AUTHORISED SHARE CAPITAL:

The Authorised Share Capital as on March 31, 2026 was 200,00,00,000-/ (Rupees Two Hundred Crores only) divided into 20,00,00,000 (Twenty Crores) Equity Shares of 10/- (Rupees Ten Only) each.

During the year under review there was no change in the Authorised Share Capital of the Company.

2. PAID UP SHARE CAPITAL:

The Paid Up Share Capital of the Company as on March 31, 2026 was 1,81,45,33,770/- (Rupees One Hundred and Eighty One Crores Forty Five Lakh Thirty Three Thousand Seven Hundred and Seventy only) divided into 18,14,53,377 (Eighteen Crore Fourteen Lakh Fifty Three Thousand Three Hundred and Seventy Seven) Equity Shares of INR 10/- (Rupees Ten Only) each. No sweat equity shares and shares with differential rights as to dividend, voting or otherwise were issued by the Company.

DEBENTURES:

During the year under review there was no change in the following Non-Convertible Debentures ("NCDs") of the Company, except as mentioned hereunder.

1. 50 (fifty) unsecured, rated, listed, redeemable, subordinated, taxable, transferable, non-convertible debentures denominated in Indian Rupees ("INR"), each having a face value of 1,00,00,000 (Indian Rupees One Crore) aggregating to 50,00,00,000 (Indian Rupees fifty Crore) ("Debentures" or "NCDs") on a private placement basis (the "Issue") bearing ISIN INE348L08041 at the rate of 10.75% (Ten decimal seven five percent) p.a. were issued on October 20, 2021.

2. 500 (five hundred) unlisted, subordinated, unsecured, redeemable, non-convertible debentures, having a face value of 10,00,000 (Indian Rupees Ten Lakh) each and an aggregate face value of 50,00,00,000 (Indian Rupees Fifty Crore) bearing ISIN INE348L08058 at the rate of 10.75% (Ten decimal seven five percent) p.a. were issued on December 29, 2021.

3. 250 (two hundred and fifty) unlisted, subordinated, unsecured, redeemable, non-convertible debentures denominated in Indian Rupees ("INR"), each having a face value of 10,00,000 (Indian Rupees Ten Lakh) and an aggregate face value of 25,00,00,000 (Indian Rupees Twenty Five Crore) ("Debentures") bearing ISIN INE348L08066 at the rate of 10.75% (Ten Decimal Seven Five percent) p.a. were issued on September 29, 2022.

4. 3,500 (thirty five hundred) unlisted, subordinated, unsecured, redeemable, non-convertible debentures denominated in Indian Rupees ("INR"), each having a face value of 1,00,000 (Indian Rupees One Lakh) and an aggregate face value of 35,00,00,000 (Indian Rupees Thirty Fifty Crores) ("Debentures") bearing ISIN

INE348L08074 at the rate of 10.75% (Ten Decimal Seven Five percent) p.a. were issued on December 21, 2022.

5. 5,000 (five thousand) listed, subordinated, unsecured, redeemable, non-convertible debentures denominated in Indian Rupees ("INR"), each having a face value of 1,00,000 (Indian Rupees One Lakh) and an aggregate face value of 50,00,00,000 (Indian Rupees Fifty Crore) ("Debentures") bearing ISIN INE348L08082 at the rate of 10.75% (Ten Decimal Seven Five percent) p.a. were issued on March 10, 2023.

6. 5,000 (five thousand) listed, subordinated, unsecured, redeemable, non-convertible debentures denominated in Indian Rupees ("INR"), each having a face value of 1,00,000 (Indian Rupees One Lakh) and an aggregate face value of 50,00,00,000 (Indian Rupees Fifty Crore) ("Debentures") bearing ISIN INE348L08090 at the rate of 10.75% (Ten Decimal Seven Five percent) p.a. were issued on March 27, 2023.

7. 2,500 (two thousand five hundred) rated, listed, subordinated, unsecured, redeemable, taxable, transferable, non-convertible debentures denominated in Indian Rupees ("INR"), having a face value of INR 1,00,000 (Indian Rupees One Lakh) each and an aggregate face value of INR 25,00,00,000 (Indian Rupees Twenty-Five Crore) bearing ISIN INE348L08108 at the rate of 10.75% (ten decimal seven five percent) p.a. were issued on December 08, 2023 (Tranche-1).

8. 2,500 (two thousand five hundred) rated, listed, subordinated, unsecured, redeemable, taxable, transferable, non-convertible debentures denominated in Indian Rupees ("INR"), having a face value of INR 1,00,000 (Indian Rupees One Lakh) each and an aggregate face value of INR 25,00,00,000 (Indian Rupees Twenty-Five Crore) bearing ISIN INE348L08108 at the rate of 10.75% (ten decimal seven five percent) p.a. were issued on December 21, 2023 (Tranche-2).

9. 10,000 (ten thousand) secured, listed, rated, unsubordinated, redeemable, transferable, non-convertible debentures denominated in Indian Rupees ("INR"), having a face value of INR 1,00,000/- (Indian Rupees One Lakh only) each, for cash, aggregating up to INR 100,00,00,000/- (Indian Rupees One Hundred Crores Only) bearing ISIN INE348L07159 at the rate of Aggregate sum of (a) Benchmark Rate; plus (b) the applicable Spread) (Currently the rate is 9.75% (nine point seven five percent) payable on a quarterly basis were issued on September 28, 2023.

10. 20,000 (twenty thousand) rated, listed, senior, secured, redeemable, transferable, taxable, non-convertible debentures denominated in Indian Rupees ("INR"), each having a face value of INR 1,00,000 (Indian Rupees One Lakh) and an aggregate face value of INR 200,00,00,000 (Indian Rupees Two Hundred Crore) bearing ISIN INE348L07183 at the rate of 9.95% (nine decimal nine five percent) p.a. were issued on March 21, 2024.

Further, this NCD was partially redeemed at face value on the due dates specified in the Key Information Document submitted to Stock Exchange Consequently, the outstanding face value of the NCD as of March 31, 2025, was INR. 50,000/-.

11. 5,000 (five thousand) rated, listed, senior, secured, redeemable, transferable, taxable, non-convertible debentures denominated in Indian Rupees ("INR"), having a face value of INR 1,00,000 (Indian Rupees One Lakh) each and an aggregate face value of INR 100,00,00,000 (Indian Rupees One Hundred Crore) including a green shoe option of up to INR 50,00,00,000 (Indian Rupees Fifty Crore) bearing ISIN INE348L07209 at the rate of 9.57% (nine decimal five seven percent) p.a. payable monthly were issued on June 21, 2024.

12. 10,000 (ten thousand) rated, listed, senior, secured, redeemable, transferable, taxable, non-convertible debentures denominated in Indian Rupees ("INR"), each having a face value of INR 1,00,000 (Indian Rupees One Lakh) and an aggregate face value of INR 100,00,00,000 (Indian Rupees One Hundred Crore) bearing ISIN INE348L07225 at the rate of 8.35% (eight decimal three five percent) p.a. were issued on October 18, 2024.

13. 10,000 (ten thousand) rated, listed, senior, secured, redeemable, transferable, taxable, non-convertible debentures denominated in Indian Rupees ("INR"), each having a face value of INR 1,00,000 (Indian Rupees One Lakh) and an aggregate face value of INR 100,00,00,000 (Indian Rupees One Hundred Crore) bearing ISIN INE348L07233 at the rate of 8.45% (eight decimal four five percent) p.a. were issued on November 28, 2024.

14. 35,000 (thirty-five thousand) rated, listed, senior, secured, redeemable, transferable, taxable, non-convertible debentures denominated in Indian Rupees ("INR"), each having a face value of INR 10,000 (Indian Rupees Ten Thousand) and an aggregate face value of INR 35,00,00,000 (Indian Rupees Thirty Five Crore) (Series I) bearing ISIN INE348L07258 at the rate of 9.40% (nine decimal four zero percent) p.a. were issued on December 23, 2024.

15. 65,000(sixty-fivethousand)rated,listed,senior,secured, redeemable, transferable, taxable, non-convertible debentures denominated in Indian Rupees ("INR"), each having a face value of INR 10,000 (Indian Rupees Ten Thousand) and an aggregate face value of INR 65,00,00,000 (Indian Rupees Sixty Five Crore) (Series II) bearing ISIN INE348L07241 at the rate of 9.60% (nine decimal six zero percent) p.a. were issued on December 23, 2024.

16. 7,500 (seven thousand and five hundred) rated, listed, senior, secured, redeemable, transferable, taxable, non-convertible debentures denominated in Indian Rupees ("INR"), each having a face value of INR 1,00,000 (Indian Rupees One Lakh) and an aggregate face value of INR

75,00,00,000 (Indian Rupees Seventy Five Crore) bearing ISIN INE348L07266 at the rate of 9.75% (nine decimal seven five percent) p.a. were issued on December 30, 2024.

17. 65,000(sixty-fivethousand)rated,listed,senior,secured, redeemable, transferable, taxable, non-convertible debentures denominated in Indian Rupees ("INR"), each having a face value of INR 10,000 (Indian Rupees Ten Thousand) and an aggregate face value of INR 15,00,00,000 (Indian Rupees Fifteen Crore) including a green shoe option of up to INR 50,00,00,000 (Indian Rupees Fifty Crore) an aggregate nominal value of INR 65,00,00,000 (Indian Rupees Sixty-Five Crore) ("Series I Debentures") bearing ISIN INE348L07274 at the rate of 9.60% (nine decimal six zero percent) (floating interest rate) p.a. were issued on February 13, 2025.

18. 60,000 (sixty thousand) rated, listed, senior, secured, redeemable, transferable, taxable, non-convertible debentures denominated in Indian Rupees ("INR"), each having a face value of INR 10,000 (Indian Rupees Ten Thousand) and an aggregate face value of INR 60,00,00,000 (Indian Rupees Sixty Crore) bearing ISIN INE348L07241 at the rate of 9.60% (nine decimal six zero percent) p.a. were issued on February 13, 2025 reissuance under the same ISIN.

19. 15,000 (fifteen thousand) rated, listed, senior, secured, redeemable, transferable, taxable, non-convertible debentures denominated in Indian Rupees ("INR"), each having a face value of INR 1,00,000 (Indian Rupees One Lakh) and an aggregate face value of INR 150,00,00,000 (Indian Rupees One Hundred and Fifty Crore) bearing ISIN INE348L07282 at the rate of 9.80% (nine decimal eight zero percent) (floating interest rate) p.a. were issued on March 21, 2025.

Further, this NCD was partially redeemed at face value on the due dates specified in the Key Information DocumentsubmittedtoStockExchange.Consequently, the outstanding face value of the NCD as of March 31, 2025, was INR 75,000/-.

20. 5,000 (five thousand) rated, listed, unsubordinated, secured, transferable, redeemable, non-convertible debentures denominated in Indian Rupees ("INR"), each having a face value of INR 1,00,000 (Indian Rupees One Lakh) and an aggregate face value of INR 50,00,00,000 (Indian Rupees Fifty Crore) bearing ISIN INE348L07290 at the rate of 9.6% (nine decimal six percent) p.a. were issued on March 28, 2025.

Over the course of the reviewed timeframe, the following Non-Convertible Debenture of the Company was redeemed:

1. 10,000 (ten thousand) rated, listed, senior, secured, redeemable, taxable, transferable, non-convertible debentures denominated in Indian Rupees ("INR"), having a face value of INR 1,00,000 (Indian Rupees

One Lakh) each and an aggregate face value of INR 100,00,00,000 (Indian Rupees One Hundred Crore) including a green shoe option of up to INR 50,00,00,000 (Indian Rupees Fifty Crore) bearing ISIN INE348L07167 at the rate of 8.60% (eight decimal six zero percent) p.a. were issued on January 16, 2024.

2. 12,500 (twelve thousand and five hundred) senior, secured, listed, rated, taxable, redeemable, transferable, non-convertible debentures denominated in Indian Rupees ("INR"), having a face value of INR 1,00,000/- (Indian Rupees One Lakh only) each and aggregate face value up to INR 125,00,00,000/- (Indian Rupees One Hundred and Twenty-Five Crores Only) bearing ISIN INE348L07175 at the rate of 9.75% (initial) (nine decimal seven five percent) p.a. were issued on February 21, 2024.

3. 20,000 (twenty thousand) rated, listed, senior, secured, redeemable, transferable, taxable, non-convertible debenturesdenominatedinIndianRupees("INR"),having a face value of INR 1,00,000 (Indian Rupees One Lakh) each and an aggregate face value of INR 200,00,00,000 (Indian Rupees Two Hundred Crore) including a green shoe option of up to INR 100,00,00,000 (Indian Rupees One Hundred Crore) bearing ISIN INE348L07191 at the rate of 8.55% (eight decimal five five percent) p.a. were issued on June 06, 2024.

4. 15,000 (fifteen thousand) rated, listed, senior, secured, redeemable, transferable, taxable, non-convertible debentures denominated in Indian Rupees ("INR"), having a face value of INR 1,00,000/- (Indian Rupees One Lakh only) each and aggregate face value up to INR 150,00,00,000/- (Indian Rupees One Hundred and Fifty Crores Only) including a green shoe option of up to INR 50,00,00,000 (Indian Rupees Fifty Crore) bearing ISIN INE348L07217 at the rate of 8.35% (eight decimal three five percent) p.a. were issued on August 28, 2024.

During the period under the review, the following Non-Convertible Debenture of the Company was issued:

1. 10,000 (ten thousand) rated, listed, senior, secured, redeemable, transferable, taxable, non-convertible debentures denominated in Indian Rupees ("INR"), having a face value of INR 1,00,000 (Indian Rupees One Lakh) each and an aggregate nominal value of INR 100,00,00,000 (Indian Rupees One Hundred Crore) ("Series A Debentures") bearing ISIN INE348L07308 at the rate of 8.35% (eight decimal three five percent) p.a. payable monthly were issued on May 16, 2025.

2. 7,500 (seven thousand and five hundred) rated, listed, senior, secured, redeemable, transferable, taxable, non-convertible debentures denominated in Indian Rupees ("INR"), having a face value of INR 1,00,000 (Indian Rupees One Lakh) each and an aggregate nominal value of INR 75,00,00,000 (Indian Rupees Seventy Five Crore) ("Series B Debentures") bearing ISIN INE348L07316 at the rate of 9.25% (nine decimal two five percent) p.a. payable quarterly were issued on May 16, 2025.

3. 20,000 (twenty thousand) rated, listed, senior, secured, redeemable, transferable, taxable, non-convertible debentures denominated in Indian Rupees ("INR"), having a face value of INR 1,00,000 (Indian Rupees One Lakh) each and an aggregate nominal value of INR 200,00,00,000 (Indian Rupees Two Hundred Crore) bearing ISIN INE348L07324 at the rate of 9.75% (nine decimal seven five percent) p.a. payable annually were issued on July 30, 2025.

4. 15,000 (fifteen thousand) rated, listed, senior, secured, redeemable, transferable, taxable, non-convertible debentures denominated in Indian Rupees ("INR"), each having a face value of INR 1,00,000 (Indian Rupees One Lakh) and an aggregate nominal value of INR 150,00,00,000 (Indian Rupees One Hundred and Fifty Crore) including a green shoe option of up to INR 50,00,00,000 (Indian Rupees Fifty Crore) bearing ISIN INE348L07316 at the rate of 9.25% (nine decimal two five percent) per annum, payable quarterly were issued on August 19, 2025, reissued under the same ISIN.

5. 1,00,000 (one lakh) rated, listed, senior, secured, redeemable, transferable, taxable, non-convertible debentures denominated in Indian Rupees ("INR"), having a face value of INR 10,000 (Indian Rupees Ten Thousand) each and an aggregate nominal value of INR 100,00,00,000 (Indian Rupees One Hundred Crore) bearing ISIN INE348L07332 at the rate of 9.10% (nine decimal one zero percent) per annum, payable monthly were issued on August 29, 2025.

6. 1,50,000 (one lakh and fifty thousand) rated, listed, senior, secured, redeemable, transferable, taxable, non-convertible debentures denominated in Indian Rupees ("INR"), having a face value of INR 10,000 (Indian Rupees Ten Thousand) each and an aggregate nominal value of INR 150,00,00,000 (Indian Rupees One Hundred and Fifty Crore) bearing ISIN INE348L07340 at the rate of 8.90% (eight decimal nine zero percent) per annum, payable monthly were issued on November 28, 2025.

7. 10,000 (ten thousand) rated, listed, senior, secured, redeemable, transferable, taxable, non-convertible debentures denominated in Indian Rupees ("INR"), having a face value of INR 1,00,000 (Indian Rupees One Lakh) each and an aggregate nominal value of INR 100,00,00,000 (Indian Rupees One Hundred Crore) bearing ISIN INE348L07357 at the rate of 8.75% (eight decimal seven five percent) per annum, payable monthly were issued on December 30, 2025.

8. 10,000 (ten thousand) rated, listed, senior, secured, redeemable, transferable, taxable, non-convertible debentures denominated in Indian Rupees ("INR"), having a face value of INR 1,00,000 (Indian Rupees One Lakh) each and an aggregate nominal value of

INR 100,00,00,000 (Indian Rupees One Hundred Crore) bearing ISIN INE348L07365 at the rate of 8.60% (eight decimal six zero percent) per annum, payable monthly were issued on March 25, 2026.

STATUTORY COMPLIANCE:

The Company has provided for impairment of loans and advances as per IND AS 109 prescribed under section 133 of the Companies Act, 2013. The Company has also complied with the directions issued by RBI regarding Capital Adequacy norms.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

MATERIAL ORDER PASSED BY REGULATORS / COURTS / TRIBUNALS:

There was no material order passed by Regulators / Courts / Tribunals during the year under review impacting the going concern status and companys operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROL

Internal Financial Control remains an important component to foster confidence in a companys financial reporting, and ultimately, streamlining the process to adopt best practices. In pursuance to provisions of Section 134(5)(e) of the Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 your Company has in place adequate internal controls with reference to financial statements and are operating effectively. The Company has devised proper system of internal financial control which is commensurate with size and nature of Business. The Board has appointed Ms. Deepika Agarwal as the Head of Internal Auditor of the Company pursuant to provisions of Section 138 of the Companies Act, 2013 in order to ensure proper internal financial control.

INSURANCE:

The assets of your Company have been adequately insured. Further, company has taken D&O Insurance for Directors & KMP.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Appointments & Cessation/Retirement

Appointment of Dr. Barnali Chaklader (DIN: 10970760) as an Independent Woman Director

On recommendation of Nomination and Remuneration Committee, the Board has appointed Dr. Barnali Chaklader (DIN: 10970760) as an Independent Woman Director of the Company for the first term of 1 (one) year effective from March 04, 2025. The same has been approved by the Members vide Special Resolution passed through postal ballot by way of remote e-voting on April 05, 2025 and the result of the same was declared on April 07, 2025.

Re-appointment of Dr. Barnali Chaklader (DIN: 10970760) as an Independent Woman Director

On recommendation of Nomination and Remuneration Committee, the Board has appointed Dr. Barnali Chaklader (DIN: 10970760) as an Independent Woman Director of the Company for the second term of 5 (five) consecutive years effective from March 04, 2026. The same has been approved by the Members vide Special Resolution passed through postal ballot by way remote e-voting on February 28, 2026 and the result of the same was declared on March 02, 2026.

A. Directors liable to retire by rotation

Pursuant to the provisions of Section 152 (6) of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force) Mrs. Darshana Pandya (DIN: 07610402) Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible to offers herself for reappointment.

The Board of Directors in its meeting held on Wednesday, July 29, 2026 on the recommendations of the Nomination and Remuneration Committee (NRC), further recommends to the members of the Company for re-appointment of Mrs. Darshana Pandya (DIN: 07610402), as the Director of the Company.

Necessary resolution for the appointment of the aforesaid Directors and her detailed profile has been included in the notice convening the 31^st AGM and details of the proposal for appointment is mentioned in the explanatory statement of the notice.

Your directors recommend her appointment.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of section 164 & 165 of the Companies Act, 2013. Mr. Ashish Shah Proprietor of M/s. Ashish Shah & Associates, Practising Company Secretaries has issued a certificate as required under the Securities and Exchange Board of India (Listing ObligationsandDisclosuresRequirements)Regulations, 2015, confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Director of Company by SEBI / Ministry of Corporate Affairs or any such statutory authority. A certificate to this effect has been enclosed with Corporate Governance Report.

B. KMPs

During the period under the review, there were no changes in the KMPs of the Company.

Ratio of remuneration of each director to the calculation of median employees remuneration and other prescribed details

Details of managerial remuneration as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as per Annexure - G to this report.

REPORTS ON MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE:

As required under the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, Management Discussion and Analysis Report and Corporate Governance Report are forming part to this Report annexed as

"Annexure - H" and "Annexure - I".

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company is committed to providing and maintaining a safe, secure, and dignified work environment for all employees, free from harassment, intimidation, discrimination, or exploitation. The Company firmly believes that a respectful workplace is fundamental to employee well-being, productivity, and organizational integrity.

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules framed thereunder, the Company has implemented a comprehensive Anti-Sexual Harassment framework to prevent, prohibit, and redress complaints of sexual harassment across all its workplaces.

The Company has constituted an Internal Complaints Committee ("ICC") to investigate and address complaints in accordance with statutory requirements. The policy ensures confidentiality,impartiality,andprotectionagainstretaliation, thereby encouraging employees to report concerns without fear. The Company follows a gender-neutral and zero-tolerance approach towards any form of harassment at the workplace and remains fully compliant with applicable legal and regulatory requirements. During the year under review, no complaints of sexual harassment were received.

The details of complaints, as required under Rule 8(5)(x) of the Companies (Accounts) Rules, 2014, are as follows:

Sr. No. Particulars	No. of Complaints
1. Number of complaints of sexual harassment received in the year	Nil
2. Number of complaints disposed off during the year	Nil
3. Number of cases pending for more than ninety days	Nil

COMPLIANCE WITH MATERNITY BENEFIT ACT 1961

We are committed to the well-being of our employees and offer industry-leading benefits, including accidental insurance and maternity/paternity coverage in line with applicable laws. Our Board-approved Employee Health & Safety Policy underscores our dedication to ensuring a safe and healthy workplace for all. In alignment with this commitment, we organised training sessions on health and safety best practices to promote overall workplace well-being. The Company confirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961. We are committed to upholding the rights and welfare of our employees and have implemented all necessary measures to ensure that eligible women employees receive the benefits and protections mandated under the Act, including maternity leave and workplace support, as applicable. Maternity Leave: Female employees are entitled to up to 26 weeks of maternity leave as per the Companys policy, aligning with applicable legal requirements.

Paternity Leave: Male employees may avail up to five days of paternity leave within three months following the birth of their child. The Company strictly prohibits any form of discrimination against employees on the basis of pregnancy. Female employeeswhoarepregnantwillnotfaceanydiscriminationin terms of salary increments, promotions or other employment benefits. We are committed to fostering an inclusive and supportive work environment where all employees are treated fairly and equitably, regardless of their pregnancy status.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:

The Audit Committee consists of the following members as on March 31, 2026:

1. Mr. Umesh Shah	- Chairman
(Independent Director)
2. Mrs. Darshana Pandya	- Member
(Executive Director and CEO)
3. Mr. Narayanan Sadanandan	- Member
(Independent Director)

Ms. Riddhi Bhaveshbhai Bhayani, Company Secretary & Chief Compliance Officer acts as the Secretary to the Audit Committee. The composition and scope of Audit committee inter alia meets with the requirement of Section 177 of the Companies Act, 2013 and in accordance with Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

No. of Meetings of Audit Committee held during the year: 8

Sr. No. Date on which Audit Committee Meetings were held	Total Strength of the Committee	No. of Members Present
1. April 30, 2025	3	3
2. May 08, 2025	3	3
3. July 23, 2025	3	3
4. August 08, 2025	3	3
5. November 05, 2025	3	3
6. November 18, 2025	3	3
7. January 28, 2026	3	3
8. February 24, 2026	3	3

In Compliance with the provisions of Companies Act, 2013 and Regulation 22 of Listing Regulations, the Company has established a vigil mechanism and overseas through the Committee, the genuine concerns about unethical behavior expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimisation of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The board has approved a policy for vigil mechanism which has been hosted on the website of the Company. The web-link for the same is https://mas.co.in/ investors-corner/policy/.

DISCLOSURES PURSUANT TO RBI MASTER DIRECTIONS:

The disclosure pursuant to Master Direction - Reserve Bank of India (Non-Banking Financial Company - Financial Statements: Presentation and Disclosures) Directions, 2025 and other applicable RBI Directions, is annexed herewith as

"Annexure - J".

Since the Company is a listed Non-Deposit taking Non- Banking Financial Company registered with the Reserve Bank of India (RBI), the Company has provided the required disclosures in its Corporate Governance Report in terms of para C of Schedule V of SEBI (LODR) Regulations, 2015 as applicable to the Company in Annexure-I which forms part of this Annual Report.

Further, the Company has also obtained the Certificate of Registration, issued by RBI, authorising the Company to commence and carry out the Factoring Business.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

A Business Responsibility and Sustainability Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, is enclosed as part of this report, vide "Annexure - K".

CREDIT RATING:

The rating affirms the high reputation and trust that the Company has earned for its sound financial management and its ability to meet financial obligations.

During the year, the rating agencies reaffirmed/issued/ upgraded ratings of various facilities to the Company, as under:

Sr. No. Type of Instrument	Rating
1 Long Term Bank Facilities	ACUITE AA; Stable
2 Commercial Papers	ACUITE A1+
3 Non-Convertible Debentures	ACUITE AA; Stable
4 Long Term Bank Facilities	CARE AA-; Stable
5 Commercial Papers	CARE A1+
6 Non-Convertible Debentures	CARE AA-; Stable
7 Subordinated Bond	CARE AA-; Stable

DISCLOSURE FOR MAINTENANCE OF COST RECORDS:

The provision of Application of Cost Record in Compliance of Companies (Accounts) Rules, 2014 & in respect of section 148(1) of the Companies Act, 2013 is not applicable to the Company.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

During the year under review, the Company did not file any application before the National Company Law Tribunal under Insolvency and Bankruptcy Code, 2016 for recovery of outstanding loans against customer and there is no pending proceeding against the Company under Insolvency and Bankruptcy Code, 2016.

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 DURING THE FINANCIAL YEAR:

It is Not Applicable to the Company, during the financial year.

ACKNOWLEDGEMENT

The Board of Directors places on record its sincere appreciation to the Reserve Bank of India and other regulatory and statutory authorities for their continued guidance, oversight, and constructive engagement. Their support has been instrumental in enabling the Company to operate within a robust regulatory framework and uphold the highest standards of compliance and governance.

The Board also extends its heartfelt gratitude to all stakeholders for their continued trust and confidence in the Company. The Company is privileged to serve a customer base exceeding one million across diverse geographies. The unwavering support and patronage of our customers remain central to our mission and continue to inspire us to enhance the quality, accessibility, and efficiency of our financial services.

We also express our sincere appreciation to our network of banking and financial partners, including NBFCs, for their continued collaboration and support. These partnerships have played a significant role in strengthening the financial ecosystem and advancing the shared objective of inclusive growth. The Company remains committed to deepening these relationships and creating long-term value through mutually beneficial collaboration.

The Board places on record its deep appreciation for the dedication and commitment of Team MAS. The collective efforts of our employees, supported by a strong and experienced leadership team, continue to be a key driver of the Companys performance and growth trajectory. The core team, in particular, has played a pivotal role in shaping and executing the Companys strategic priorities, drawing upon their deep institutional knowledge and long-standing association with the organization.

As we move forward, the Company remains focused on building a resilient, growth-oriented, and value-driven institution. The Board expresses its gratitude to all stakeholders for their continued support and looks forward to their sustained partnership in the years ahead as the Company advances on its journey of growth and excellence. Team MAS remains dedicated to its mission of "Excellence through Endeavours" which we now reckon as "Purpose led Progress driven".

We are very optimistic for the way ahead, aware of the fact that we have "Miles to go.…" with the confidence that "Together We Can and We Will……."