Master Trust Ltd Directors Report

The Board of Directors of the Company met Nine (9) times during the year under review. The details of these Board Meetings are provided in the Report on Corporate Governance section forming part of the Annual Report. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.

These Board Meetings were held on 30^th May, 2024; 26^th June, 2024; 7^th August, 2024; 20^th August, 2024, 28^th August, 2024; 31^st August, 2024, 10^th October, 2024, 12^th November, 2024 and 12^th Februray, 2025.

The separate meeting of the Independent Directors of the Company in absence of non-independent Directors was also held on 12^th November, 2024 other than the Board Meetings mentioned.

Annual General Meeting of the Company for the Financial Year 2023-24 was held on 30^th September, 2024 and one special resolution was passed through postal ballot on 31^st July, 2024.

As required under the Act and Listing Regulations, the Board has carried out formal annual evaluation of the performance of the Board, its Committees and of individual Directors. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the board after seeking inputs from the Committee members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5^th January 2017.

In a separate meeting of Independent Directors, performance of non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, considering the views of Managing Director and non-Executive Directors.

The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the Board meeting that followed the meeting of the Independent Directors and meeting of Nomination, HR and Remuneration Committee, the performance of the Board, its Committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Based on inputs received from the Board members, it emerged that the Board had a good mix of competency, experience, qualifications and diversity. Each Board member contributed in his/her own manner to the collective wisdom of the Board, keeping in mind his/her own background and experience.

There was active participation, and adequate time was given for discussing strategy. Overall, the Board was functioning very well in a cohesive and interactive manner.

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Financial Statement.

The Shareholders of the Company has approved the sub division/Split off of equity shares of the Company from the face value of Rs. 5/- each to Rs. 1/- each, to which effect the shares of the Company has been subdivided from 2,24,53,200 equity shares of Rs. 5/- each to 11,22,66,000 equity shares of Rs. 1/- each, thereafter new ISIN no. INE677D01037 was allotted to the Company representing such sub divided shares of Rs. 1/- each w.e.f. record date fixed for that purpose by the Board of Directors of the Company i.e. 30^th October, 2024.

During the financial year 2024-25, the Company has submitted its application to National Stock Exchange of India Limited for direct listing of its equity shares comprising of 11,22,66,000 (Eleven Crore Twenty Two Lakh Sixty Six Thousand) equity shares of face value of Rs. 1/- each to which effect NSE has approved the Listing application and equity shares of the Company get listed on the main board of National Stock Exchange of India Limited (NSE) w.e.f. 12^th November, 2024.

The Company didn ‘t notice any other material changes and commitments which have its impact in the financial position of the Company occurred in the financial year ended I.e. 31stMarch, 2025 to which the financial statements relate, other than as mentioned above.

No significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and your Company?s operations in future.

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

The Company has a rich legacy of ethical governance practices and is committed to implement sound corporate governance practices with a view to bring about transparency in its operations and maximise shareholder value.

A Report on Corporate Governance along with a Certificate from the Independent Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 with respect to Directors ‘ Responsibility Statement, the Directors hereby confirm that:

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

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

During the financial year 2024-25, the Company has submitted its application to National Stock Exchange of India Limited for direct listing of its equity shares comprising of 11,22,66,000 (Eleven Crore Twenty Two Lakh Sixty Six Thousand) equity shares of face value of Rs. 1/- each to which effect NSE has approved the Listing application and equity shares of the Company get listed on the main board of National Stock Exchange of India Limited (NSE) w.e.f. 12^th November, 2024.

The Shares of your Company are presently listed on the BSE Limited (BSE), Mumbai and National Stock Exchange of India Limited (NSE) and the Annual Listing Fees for the year 2025-26 has already been paid to it.

The Board of Directors of the Company in its meeting held on 26^th June, 2024 and 20^th August, 2024 has approved allotment of 3,12,500 Equity Shares and 3.87.500 equity shares respectively at an issue price of Rs. 350/- (includes Rs. 5/- as face value and Rs. 345/- as premium) pursuant to conversion of 7,00,000 warrants to the allottees, on the receipt of exercise price equivalent to 75% of the issue price (mentioned above) of Rs. 18,37,50,000/- in full and the Company has also received Listing and Trading Approval from BSE in this regards.

The paid-up Equity Share Capital as on 31^st March, 2025 was Rs. 112.26 million.

The Board of Directors of the Company in its meeting held on 26^th June, 2024 and 20^th August, 2024 has approved allotment of 3,12,500 Equity Shares and 3.87.500 equity shares respectively an at an issue price of Rs. 350/- (includes Rs. 5/- as face value and Rs. 345/- as premium) pursuant to conversion of 7,00,000 warrants to the allottees, on the receipt of exercise price equivalent to 75% of the issue price (mentioned above) of Rs. 18,37,50,000/- in full.

The Company has filed the MCA E-Form PAS-3 on dated 26.06.2024 and 20.08.2024, for the allotment of 3,12,500 and 3,87,500 Equity Shares respectively, pursuant to Conversion of 7,00,000 Warrants. Post Allotment Share Capital of the Company increased to Rs. 11,22,66,000/- comprising 2,24,53,200 equity shares of Rs. 5/- each.

Thereafter, the board of the Company in its meeting 7^th August, 2024 and further the shareholders of the Company in 39^th Annual General Meeting of the Company has considered and approved the split off/subdivision of equity shares from the face value of Rs. 5/- each to Rs. 1/- each to which effect the paid up equity share capital of the Company become Rs. 11,22,66,000/- comprises 11,22,66,000 equity shares of Rs. 1/- each.

Based on the recommendation of the Audit Committee and the Board of Directors, Members of the Company at the 39^th Annual General Meeting held on 30^th September, 2024, appointed M/s. Bhushan Aggarwal & Co., Chartered Accountants (ICAI Firm Registration No. 005362N) as the Statutory Auditors for a term of 5 (five) years commencing from the conclusion of the 39^th Annual General Meeting until the conclusion of the Annual General Meeting to be held for the financial year 2028-29. During the year, the Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Bhushan Aggarwal & Co., Chartered Accountants, Statutory Auditors, in their report and the Auditors report were self-explanatory.

The Company has the following subsidiaries:

The Company however does not have any Joint Venture and associates company.

The summary of performance of the subsidiaries of the Company is provided below:

In the current year of operations FY 2024-25, MCSL posted increase in total revenues. MCSL ‘s total revenue during the year under review increased by 13.67% to Rs. 5244.55 million from Rs. 4613.75 million in the previous FY 2023-24.

MCSL ‘s net profit, during the current year, increased by 11.52% to Rs. 1036.83 million from Rs. 929.75 million in previous year.

In the current year of operations FY 2024-25, MCOMSL ‘s total revenue during the year under review increased by 5.60% to Rs. 19.22 million from Rs. 18.20 million in the previous FY 2023-24.

MCOMSL net profit, during the current year, decreased by 31.03% to Rs. 0.40 million as compared to Rs 0.58 million in previous year.

In the current year of operations FY 2024-25, MIREDL ‘s total revenue during the year under review increased to Rs. 260.14 million from Rs. 46.67 million in the previous FY 2023-24.

MIREDL ‘s net profit, during the current year increased to Rs. 163.24 million from Rs. 21.50 million in previous year.

In the current year of operations FY 2024-25, MIBL ‘s total revenue during the year under review increased by 7.58 % to Rs. 40.73 million from Rs. 37.86 million in the previous FY 2023-24.

MIBL ‘s net profit during the current year also increased to Rs. 15.41 million from Rs. 12.45 million, registering an increase by 23.77%.

In the current year of operations FY 2024-25, MPSL ‘s revenue during the year under review decreased by 1.20 % to Rs. 205.59 million from Rs. 208.06 million in the previous FY 2023-24.

MPSL ‘s net profit, during the current year, decreased to Rs. 24.09 million from Rs. 33.25 million in previous year, registering decrease by 27.55%.

In the current year of operations FY 2024-25, MWPL ‘s total revenue during the year under review decreased by 37.50% to Rs. 0.05 million from Rs. 0.08 million in the previous 2023-24.

MWPL suffered a loss of Rs. 0.14 million during the current year as compared to net profit of Rs. 0.27 million in previous year.

During the period under review, no employee of the Company received salary in excess of the limits as prescribed under the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence no particulars of employees are required to given.

In accordance with the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules, form part of this Boards ‘ Report.

As per the provisions of Section 136(1) of the Act, the reports and accounts are being sent to the Members of the Company excluding the information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The same is available for inspection by Members at the Registered Office of the Company on all working days and through electronic means up to the date of the Fortieth (40^th) Annual General Meeting. Any Member interested in obtaining statement including name of the top ten employees in terms of remuneration drawn and the name of every employee may write to the Company Secretary and the same will be furnished on such request and such particulars shall be made available by the Company within three days from the date of receipt of such request from shareholders.

Pursuant to Section 186(11) of the Companies Act, 2013 the investment and lending activities of a NonBanking Financial Company in the ordinary course of its business are exempted. Further Particulars of loans given, investments made, guarantees given and securities provided are mentioned in the standalone financial statements. Loans and Guarantee Given and investment made by the Company is under its nature of business and is proposed to be utilised by the recipient for the business purpose. The Company have complied the provision of Section 186 of the Companies Act, 2013.

All the related party transactions during the year were entered on arm ‘s length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.

All related party transactions were first approved by the Audit Committee and thereafter placed before the Board for their consideration and approval. A statement of all related party transactions is presented before the Audit Committee meeting on quarterly basis, specifying the nature, value and terms and conditions of the transactions

The Board of Directors of the Company has, on the recommendation of the Audit committee, adopted a policy to regulate transaction between the Company and its related parties, in compliance with the applicable provisions of the Companies Act, 2013, the rules there under and Listing Regulations. The Company took the Approval of Audit Committee,

Board and Shareholders Approval for the Related Party Transaction (RPT).

There are no materially significant related party transactions entered into by the Company with Promoters, Directors or KMP etc., which may have potential conflict with the interest of the Company at large.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/ consolidated financial statements forming part of this Annual Report.

The Company being engaged in the financial services activities and NBFC Activities, its operations are not energy intensive nor does it require adoption of specific technology and hence information in terms of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is not applicable to the Company. However, as a responsible corporate citizen, it continues to pursue and adopt appropriate energy conservation measures.

During the financial year ended 31^st March, 2025, there is no Foreign Exchange Earnings and Outgo.

The Company has established a vigil mechanism for Directors and Employees to report their genuine concerns in compliance with provision of section 177 (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015.

The Audit Committee of the Board oversees the functioning of this policy. Protected disclosures can be made by a whistle blower through several channels to report actual or suspected frauds and violation of Company?s Code of Conduct and/or Ethics Policy.

Details related to the same is also described in corporate governance report as part of this report.

As defined under Regulation 16 (1) (c) of Listing Regulations, the Company had one (1) Material Subsidiary during the financial year 2024-25 viz.

The Audit Committee reviews the financial statements of material subsidiary of the Company. It also reviews the investments made by such subsidiary, the statement of all significant transactions and arrangements entered into by the subsidiary, if any, and the compliances of material subsidiary on a periodic basis. The minutes of board meetings of all the unlisted subsidiary company are placed before the Board. Composition of the Board of material subsidiary is in accordance with the Regulation 24(1) of the Listing Regulations.

The Company has formulated a Code of Fair Disclosure (Including Determination of Legitimate Purpose), Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Designated Person(s) ( ‘the Code ‘) in accordance with provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, to come into effect from 1^st April, 2019, with a view to regulate trading in securities by the Directors and Designated Persons as identified therein. The Company Secretary acts as the Compliance Officer in terms of the Code.

Annual Declarations containing the annual disclosures of holding of securities have been obtained from all the Directors and the Designated Persons of the Company for the financial year ended 31^st March, 2025. Besides, a declaration has also been obtained from the Managing Director of the Company ensuring compliance with Regulation 9 Sub regulations 1 and 2 of the SEBI (Prohibition of Insider Trading) Regulations, as amended.

Pursuant to the Companies Act, 2013 and SEBI Listing Regulations, the Company has constituted a Nomination and Remuneration Committee consisting of composition as defined therein. The terms of reference of the Committee, inter alia, include dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy inter-alia covers the criteria for determining qualifications, positive attributes and independence of a director, etc.

The statement of Disclosure of Remuneration under Section 197 (12) of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this report.

Risk management can be construed as the identification, assessment, and prioritisation of risks followed by coordinated and economical application of resources to minimise, monitor, and control the probability and/or impact of unfortunate events or to maximise the realisation of opportunities. The Company has a well-defined risk management framework in place that functions through its Audit Committee. The Company periodically places before the Audit Committee and the Board of Directors the key risks and the risk assessment and mitigation procedures followed by the Company.

All women who are associated with the Company either as permanent employees or temporary employees or contractual persons including service providers at the Company sites are covered under the above policy.

The Company has constituted Internal Complaints Committee to ensure a harassment free working environment, to redress the complaints and to prevent sexual harassment, if any. No complaints relating to sexual harassment were received during the year.

In terms of the Listing Regulations, the certificate, as prescribed in Part B of Schedule II of the said Regulations, has been obtained from the Chief Financial Officer and Managing Director of the Company, for the financial year 2024-25 with regard to the financial statements and other matters. The said certificate forms part of this Annual Report.

Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( ‘Listing Regulations ‘) Dividend Distribution Policy is not applicable on the Company.

The Company has complied with applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Government of India under Section 118(10) of the Companies Act, 2013.

During the year under review, the Statutory Auditors, Secretarial Auditors and Internal Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

The Board of Directors of the Company in its meeting held on 05^th August, 2025 has approved the allotment of 1,07,50,000 equity shares pursuant to receipt in full exercise price equivalent to 75% of the issue price of the warrants which were issued on 06.02.2024.

However, kindly note that, above mentioned warrants were issued with the face value of Rs. 5/- each on 06.02.2024, but thereafter the Shareholders of the Company in the 39^th Annual General Meeting of the Company on 30^th September, 2024 has approved the sub division/Split off of equity shares from face value of Rs. 5/- each to Rs. 1/- each, pursuant to which the 21,50,000 warrants become 1,07,50,000 with the face value of Rs. 1/- each.

Further, we would like to inform that the wholly owned subsidiary of the Company i.e. Master Capital

Services Limited has applied to SEBI for Mutual Fund License.

Your director are not aware of any other circumstances not otherwise dealt with in this Report or in the financial statements of your Company, which would render any amount stated in the Accounts of the Company misleading. In the opinion of the Directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report, which would affect substantially the results, or the operations of your Company for the financial year in respect of which this report is made.

Pursuant to the applicable provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), as amended from time to time, all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after completion of seven year. Further, according to the Rules, the shares on which dividend had remained unpaid or unclaimed by the shareholders for seven consecutive years or more are also transferred to the demat account of the IEPF Authority.

The Company will transfer the final dividend and corresponding shares for the financial year ended 2017- 18 within statutory timelines. Members are requested to ensure that they claim the dividends and shares referred to above, before they are transferred to the said Fund. The due dates for transfer of unclaimed dividend to IEPF are provided in the report on Corporate Governance.

Your directors place on records their sincere appreciation for the assistance, cooperation, encouragement and guidance provided by the Government, Regulators, Stock Exchanges, Depositories, other statutory bodies and Company?s Bankers to the Company.

Yours directors also gratefully acknowledge all stakeholders of the Company viz. clients, advisors, members, banks and other business associates for the excellent support received from them during the year. Our employees are instrumental in the Company to scale new heights, year after year. Their commitment and contribution is deeply acknowledged. Your involvement as members is also greatly valued. Your directors look forward to your continuing support in the Master Trust Group.