2025-26
Dear Members,
The Board of Directors of your Company "Master Trust Limited" (MTL) are pleased to present Forty First (41st) Annual Report of the Company along with the annual audited consolidated and standalone financial statement for the financial year ended 31st March, 2026.
FINANCIAL HIGHLIGHTS
The summary of the consolidated and standalone financial results of the Company for the financial year ended 31st March, 2026 and the previous financial year ended 31st March, 2025 are given below:
(? in millions)
| Particulars | Consolidated 31-Mar-2026 | Consolidated 31-Mar-2025 | Standalone 31-Mar-2026 | Standalone 31-Mar-2025 |
| Gross Income | 5758.44 | 5839.42 | 291.48 | 200.21 |
| Profit Before Depreciation, finance cost & Tax | 2361.69 | 2430.92 | 274.90 | 185.81 |
| Less: Depreciation | 43.22 | 37.38 | 0.03 | 0.03 |
| Finance cost | 593.67 | 606.32 | 76.92 | 84.34 |
| Profit Before Tax | 1724.80 | 1787.22 | 197.95 | 101.44 |
| Less: Provision for Tax (Tax Expenses) | 463.93 | 474.85 | 75.59 | 28.88 |
| Net Profit for the year (A) | 1260.87 | 1312.37 | 122.36 | 72.56 |
| Other comprehensive income (OCI) (B) | (37.98) | (156.13) | 963.64 | 1250.95 |
| Total Comprehensive income/Profit for the year (A+B) = (C) | 1222.89 | 1156.24 | 1056.94 | 1329.62 |
| Balance of Profit brought forward from previous year (D) | 5258.90 | 4036.06 | 359.92 | 302.83 |
| Profit Available for Appropriations (A+D) | 6518.83 | 5348.40 | 482.28 | 375.39 |
Appropriations |
||||
| Transfer to Statutory Reserve | (24.47) | (14.52) | (24.47) | (14.51) |
| Transfers to Standard Assets | (2.59) | (0.96) | (2.60) | (0.96) |
| Adjustment during the year | 0 | (74.02) | 0.00 | 0.00 |
| Balance Profit carried forward to balance sheet (Retained Earning) | 6491.77 | 5258.90 | 455.21 | 359.92 |
| EPS (Face Value of 1/- Each) - Basic | 10.56 | 11.81 | 1.03 | 0.65 |
| EPS (Face Value of 1/- Each) - Diluted | 10.56 | 11.21 | 1.03 | 0.62 |
OVERVIEW OF THE FINANCIAL PERFORMANCE/STATE OF COMPANY AFFAIRS
The Companys consolidated gross revenue from operations for FY 2025-26 was ?5758.44 million compared to ?5839.42 million in the previous year, decreased by 1.39% over the previous year.
The Company earned a consolidated net profit after tax of ?1260.87 million, as against a net profit after tax of ?1312.37 million in the previous year, decreased by 3.92% over the previous year.
The Companys standalone gross revenue for FY 2025-26 was ?291.48 million, as against previous years revenue of ?200.21 million, increased by 45.59% over the previous year.
The Company earned a net profit after tax of ?122.36 million, as against a net profit after tax of ?72.56 million in the previous year, increased by 68.63% over the previous year.
The consolidated basic earnings per share for the current year is ?10.56 per share as compared to ?11.81 per share in the previous year and diluted earnings per share for the current year is ?10.56 per share as compared to ?11.21 per share in the previous year and the standalone basic earnings per share for the current year is ?1.03 per share as compared to ?0.65 per share in the previous year and diluted earnings per share for the current year is ?1.03 per share as compared to ?0.62 per share in the previous year. The face value of the shares of the Company is ?1/- per equity shares.
CHANGE IN NATURE OF BUSINESS
There were no changes in the nature of business of the Company during the financial year ended 31st March, 2026.
FUTURE OUTLOOK
The market presented challenges in FY2025-26, yet our financial discipline allowed us to deliver a profitable year almost equal to previous year. This resilience stems from a clear corporate mandate i.e. focus on our core business and fortify our operational model.
Our various spheres of business are on its way to achieve scale as we continue to invest in avenues which are beneficial for our growth. Our brand is now being recognised in India. Each of our business segments offer huge headroom for growth and we are well placed to benefit from this.
DIVIDEND
The Board of Directors periodically reviews the Companys ability and necessity to distribute dividends to its Shareholders, with a view to preserving the profitability and long-term growth plans of the Company. While reviewing the need to distribute dividends, the Board takes into account various relevant factors. After holistic consideration of the prevailing circumstances, the Board of Directors has decided that it would be prudent not to recommend any dividend for the year under review.
RESERVES
During the period under review there was a net transfer of ?24.47 million to Statutory Reserves.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Integrated Annual Report.
HUMAN RESOURCE DEVELOPMENT
Your Company continues to enjoy cordial relationship with all its personnel at its Offices and on the field.
Your company is organizing training programmes wherever required for the employees concerned to improve their skill. They are also encouraged to participate in the seminars organised by the external agencies related to the areas of their operations.
MTL continues to focus on attracting and retaining the right talent. We regularly recognise and encourage our star performers.
Your company continues to focus on attracting and retaining competent personnel and providing a holistic environment where they get opportunities to grow and realise their full potential. Your company is committed to providing all its employees with a healthy and safe work environment.
As on 31st March, 2026, MTL had nine employees, while as on group basis Mastertrust Group had 1397 employees.
COMMITTEES OF THE BOARD:
As required under the Act and the SEBI Listing Regulations, your Company has constituted various statutory committees. Additionally, the Board has formed other governance committees and sub-committees to review specific business operations and governance matters including any specific items that the Board may decide to delegate. As on 31st March, 2026, the Board has the following statutory and governance committees.
Statutory Committees:
Governance Committees:
BOARD OF DIRECTORS/KEY MANAGEMENT PERSONNEL (KMPS)
(A) Board of Directors
(i) Retirement by Rotation
In accordance with the provisions of Section 152 of the Companies Act, 2013 and in accordance with the Articles of Association of the Company, Mrs. Harneesh Kaur Arora, Director of the Company, retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible offer herself for re-appointment. Notice convening the Annual General Meeting includes the proposal for his re-appointment as the Director.
(ii) Board Composition
As on the date of this report, the Companys Board consists of the following Directors:
| Category | Name |
| Managing Director | Mr. Harjeet Singh Arora |
| Non-Independent Directors (Non-Executive) | Mr. Rajinder Kumar Singhania, Mrs. Harneesh Kaur Arora, Mr. Gurmeet Singh Chawla |
| Independent Directors | Mr. Ravinder Singhania, Mr. Anil Kumar, Mr. Sudhir Kumar, Mr. Rajiv Kalra |
CHANGE IN BOARD COMPOSITION DURING THE FINANCIAL YEAR 2025-26:
There is no change in the Composition of the Board during Financial Year 2025-26.
(B) KMPs
There is no change in the KMPs during the year under review and in terms of the provisions of Section 203 of Companies Act, 2013, Mr. Harjeet Singh Arora, Managing Director, Mr. Vikas Gupta, Company Secretary & Compliance Officer and Mr. Sunil Kumar, Chief Financial Officer are the KMPs of the Company.
STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS UNDER SECTION 149(6)
In terms of Section 149 of the Act and the SEBI Listing Regulations, Mr. Rajiv Kalra, Mr. Sudhir Kumar, Mr. Anil Kumar and Mr. Ravinder Singhania are the Independent Directors of the Company as on the date of this Report.
In terms of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Based upon the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management.
In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all the Independent Directors on the Board.
Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTOR
The Members of the Board of the Company have been provided with opportunities to familiarise themselves with the Company, its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates.
All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment.
Executive Directors and Senior Management provide an overview of the operations and familiarise the new Non-Executive Directors with matters related to the Companys values and commitments. They are also introduced to the organisation structure, constitution of various committees, board procedures, risk management strategies, etc.
The details of the familiarisation programme are available on the website at https://mastertrust-strapi.s3.ap-south-1.amazonaws.com/FAMILIARISATION_PROGRAM_FOR_INDEPENDENT_DIRECTORS_202305291309320822103_324416c60b.pdf
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND MEETING OF SHAREHOLDERS
The Board of Directors of the Company met Six (6) times during the year under review. The intervening gap between the two meetings did not exceed 120 days, as prescribed under the Act and Listing Regulations.
The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms an integral part of this Report.
These Board Meetings were held on 29th May, 2025; 29th July, 2025; 5th August, 2025, 30th August, 2025; 6th November, 2025 and 11th February, 2026.
The separate meeting of the Independent Directors of the Company in absence of non-independent Directors was also held on 6th November, 2025 other than the Board Meetings mentioned.
Annual General Meeting of the Company for the Financial Year 2024-25 was held on 30th September, 2025 and two special resolutions were passed in the 40th Annual General Meeting.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS:
The Nomination and Remuneration Committee has laid down a comprehensive framework for the evaluation of the performance of the Individual Directors, the Board and its Committees. The evaluation criteria are broadly aligned with the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India (SEBI).
Evaluation of Directors
The performance evaluation of Individual Directors, inter alia, includes assessment of their knowledge and competence, fulfillment of fiduciary and statutory duties, ability to function as an effective team Member, initiative and engagement, availability and attendance at meetings, commitment, integrity and independence. It also covers their contribution and participation in Board and Committee meetings, as well as guidance and support provided to the management outside such meetings. In addition, the Chairman is evaluated on specific aspects of his role, including effectiveness of leadership, ability to steer meetings constructively and impartially, consideration of Shareholders interests, and the ability to mentor, motivate and provide guidance to the Executive Directors.
Evaluation of Board
The Board evaluation includes, inter alia, assessment of the Boards composition and structure, effectiveness of meetings and overall functioning, discharge of key responsibilities, delegation of authority to Committees, effectiveness of Board processes, adequacy and timeliness of information, and the quality of interaction and relationship between the Board and the management.
Evaluation of Board Committees
The evaluation of Committees encompasses, inter alia, their mandate and composition, effectiveness in discharging assigned responsibilities, structure and frequency of meetings, independence from the Board, contribution to Board decision-making, and the quality of interaction with the Board and the management.
The performance evaluation of Independent Directors was undertaken by the entire Board, excluding the Independent Director being evaluated. Further, a separate meeting of the Independent Directors was held on 6th November, 2025, wherein the performance of the Board and Non-Independent Directors (including the Chairman) was discussed. The Independent Directors provided their collective feedback to the Board, the Chairman and the Managing Director.
The Board effectiveness evaluation process facilitates periodic assessment of the Boards functioning and governance practices, promoting continuous enhancement and ensuring alignment with the Companys evolving strategic priorities.
DEPOSITS
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.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
During the year under review, pursuant to the conversion of 1,07,50,000 warrants issued on preferential basis into equity shares the paid-up equity capital of the Company increased to ?12,30,16,000/- divided into 12,30,16,000 Equity Shares of ?1/- each.
The Company didnt 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. 31st March, 2026 to which the financial statements relate, other than as mentioned above.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
The Board confirms that there were no significant or material orders passed by any regulators, courts or tribunals during the financial year which would impact the going concern status of the Company or its future operations.
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.
REPORT ON CORPORATE GOVERNANCE
Your Company is committed to maintaining high standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Integrated Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of corporate governance, as stipulated. In compliance with corporate governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of your Company ("Code of Conduct"), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company at https://master-trust-strapi.s3.ap-south-1.amazonaws.com/MTL_CODE_OF_CONDUCT_FOR_BM_and_SM_201908071434049866535_0e8c444c73.pdf
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, your board of directors, to the best of their knowledge and ability, confirm that:
i. In the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures;
ii. The directors have 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 of the Company for that period;
iii. The directors have taken proper and sufficient care of the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
iv. The directors have prepared the annual accounts on a going concern basis;
v. The directors have laid down internal financial controls to be followed by the Company,
and such internal financial controls are adequate and operating effectively;
vi. The directors have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems are adequate and operating effectively.
LISTING/DE-LISTING OF SHARES
The equity shares of the Company are listed on the following stock exchanges having nationwide trading terminals:
(a) BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400
001, Maharashtra, India; and
(b) National Stock Exchange of India Limited, Exchange Plaza, Floor 5, Plot No. C/1, G
Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400051, Maharashtra, India.
The Company has paid the annual listing fees to the aforesaid stock exchanges for the financial year 2025-26.
SHARE CAPITAL
The paid-up Equity Share Capital as on March 31, 2026 was ?123.02 millions.
The Board of Directors of the Company in its meeting held on 5th August, 2025 has approved allotment of 1,07,50,000 Equity Shares at an issue price of ?70/- (includes ?1/- as face value and ?69/- as premium), which was originally ?350/- (includes ?5/- as face value and ?345/- as premium), pursuant to conversion of 1,07,50,000 warrants to the allottees, on the receipt of exercise price equivalent to 75% of the issue price (mentioned above) of ?56,43,75,000/- in full.
The Company has filed the MCA E-Form PAS-3 on dated 5th August, 2025, for the allotment of 1,07,50,000 Equity Shares respectively, pursuant to Conversion of 1,07,50,000 Warrants. Post Allotment Share Capital of the Company increased to ?12,30,16,000/- comprising 12,30,16,000 equity shares of ?1/- each.
AUDIT AND AUDITORS
1. Statutory Auditors and Auditors Report
M/s. Bhushan Aggarwal & Co., Chartered Accountants (ICAI Firm Registration No. 005362N) were re-appointed as the Statutory Auditors of the Company by the members at the 39th AGM for a second term of 5 (five) consecutive years from the conclusion of the said AGM until the conclusion of the 44th AGM to be held in the year 2029. The report of the Statutory Auditors does not contain any qualification, reservation or adverse remark or disclaimer. During the year under review, the Statutory Auditors have not reported any matter under Section 143(12) of the Act, and therefore, no disclosure is required under Section 134(3)(ca) of the Act.
II. Secretarial Auditors
Pursuant to the provisions of Regulation 24A of SEBI Listing Regulations and Section 204 of the Companies Act, 2013 read with the Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors ("Board"), and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Pooja M Kohli & Associates, Practicing Company Secretaries, was appointed as the Secretarial Auditor of the Company by the members at the 40th AGM for a term of 5 (five) consecutive years starting with the financial year ending 31st March, 2026 until the financial year ending on 31st March, 2030.
The Secretarial Audit Report in Form MR-3 is annexed as Annexure and forms an integral part of this Report. The Secretarial Audit Report is self-explanatory and does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Secretarial Auditor had not reported any matter under Section 143(12) of the Act, therefore no disclosure is required under Section 134(3)(ca) of the Act.
The Company has undertaken an audit for the year ended 31st March, 2026 covering all applicable compliances as per applicable SEBI Regulations / circulars / guidelines issued thereunder, pursuant to requirement of the Listing Regulations. The Secretarial Compliance Report duly issued by M/s. Pooja M Kohli & Associates, Practicing Company Secretaries has been annexed as Annexure to this Report.
The Board has approved the services that the Secretarial Auditor will be able to provide to the Company in line with the requirement of the Listing Regulations.
III. Internal Auditors
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the rules made thereunder, the Board of Directors has re-appointed M/s. Romesh K. Aggarwal & Associates, Chartered Accountants (Firm Registration No. 0007/IN), as Internal Auditors of the Company for the financial year ending 31st March, 2027.
The Internal Auditors conduct periodic audits of the Companys internal control systems and processes, and their reports are reviewed by the Audit Committee from time to time. The reports of the Internal Auditors are reviewed by the Audit Committee from time to time.
IV. Cost Auditors and Maintenance of Cost Records
The Company is in service sector and is a NBFC Company hence it is not required to maintain cost records and Cost Audit is not required as specified by the Central Government as per Section 148(1) of the Companies Act, 2013 and Rule 3 of the Companies (Cost Records and Audit) Rules, 2014.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, and as per CSR Policy, as reviewed by the Company from time to time.
During the year, the Company has spent ?15,21,199/- on CSR activities against total CSR obligation of ?14,44,813/- (Amount required to be spent ?14,48,337/- - Carry forward of excess spent from previous year ?3,524/-). The disclosures related to CSR activities as Annual Report on CSR pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 9 of Companies (Accounts) Rules, 2014 and Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 is annexed hereto and forms part of this report.
The CSR Policy may be accessed on the Companys website at the link: https://www.mastertrust.co.in/investor-relation.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
Pursuant to Section 134(5)(e) of the Companies Act, 2013, the Directors state that the Company has laid down an internal financial controls framework to be followed by the Company, and that such internal financial controls are adequate and operating effectively.
The Companys internal financial control systems are commensurate with the nature of its business and the scale and complexity of its operations. These systems are designed to ensure:
The Audit Committee and the Board of Directors regularly review the adequacy and operating effectiveness of the internal control systems. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors, and reviews performed by management, the Board is of the opinion that the Companys internal financial controls were adequate and operating effectively during the financial year ended 31st March, 2026.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
As of 31st March, 2026, the Company has six subsidiaries. A detailed report on their performance and financial position is available in Form AOC-1, annexed to this report. Pursuant to Section 136 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the audited standalone and consolidated financial statements, along with the financial statements of the subsidiaries, are accessible on our website at mastertrust.co.in.
Master Trust Limited maintains a formal policy to determine its "material" subsidiaries. This policy ensures strict compliance with SEBI Listing Regulations. It helps the Company monitor and govern its most significant business units. The policy is available at the website of the Company at https://master-trust-strapi.s3.ap-south-1.amazonaws.com/MTL_POLICY_ON_MATERIAL_SUBSIDARY_2375e3a2c6.PDF
Master Trust Limited operates through six subsidiary companies divided into two distinct categories:
1. Wholly Owned Subsidiaries (Direct)
2. Step-Down Subsidiaries (Indirect)
The Company however does not have any Joint Venture and associates company.
SUBSIDIARY AND ASSOCIATE FINANCIAL PERFORMANCE SUMMARY
The operational and financial positions of the subsidiaries included in the consolidated financial statements of Master Trust Limited are outlined below based on the most recent financial disclosures:
1. Master Capital Services Limited (MCSL)
2. Master Commodity Services Limited (MCOMSL)
3. Master Infrastructure and Real Estate Developers Limited (MIREDL)
4. Master Insurance Brokers Limited (MIBL)
5. Master Portfolio Services Limited (MPSL)
6. Mastertrust Wealth Private Limited (MWPL)
In compliance with Section 129(3) of the Companies Act, 2013, the salient financial features of our subsidiaries are detailed in Form AOC-1, attached to this report.
Investors can access the full audited financial statements of all direct and step-down subsidiaries through three channels:
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
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 Forty First (41st) 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.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE
Pursuant to Section 186(11) of the Companies Act, 2013 the investment and lending activities of a Non-Banking 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.
RELATED PARTY TRANSACTIONS (PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES)
In compliance with the provisions of Sections 177 and 188 of the Act, read with the applicable Rules and Regulation 23 of the SEBI Listing Regulations, the Company has obtained prior approvals, including omnibus approvals, from the Audit Committee and Board, as may be required for all related party transactions.
All the contracts/arrangements/transactions entered into by Company during the financial year ended 31st March, 2026, with related parties, as defined under the Act and the SEBI Listing Regulations, were in the ordinary course of business and on an arms length basis.
During the year under review, the Company and/or its subsidiaries have not entered into any contract/arrangement/transaction with related parties which could be considered as material in accordance with the Policy on related party transactions of the Company.
None of the related party transactions were in conflict with the interest of the Company. The details of related party transactions are disclosed in Note No. 33 to the Standalone Financial Statements forming part of this Annual Report.
The Company has formulated a Policy on related party transactions in accordance with the provisions of the Act and the SEBI Listing Regulations. The Policy lays down the framework for identification, approval and reporting of related party transactions. The Policy on related party transactions is available on the website of the Company at https://master-trust-strapi.s3.ap-south-1.amazonaws.com/Related_Party_Transaction_Policy_202305231200288435562_b3701950bd.pdf
Since all related party transactions entered into during the financial year were on an arms length basis and in the ordinary course of business and no material related party transactions were entered into by the Company, disclosure in Form AOC-2 in terms of Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company is in financial services industry and NBFC Activities and does not consume high levels of energy. However, regular efforts are made to adopt appropriate energy conservation measures and technology absorption methods. The particulars regarding conservation of energy and technology absorption as required to be disclosed pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not relevant to the Companys activities.
During the financial year ended 31st March, 2026, there is no Foreign Exchange Earnings and Outgo.
EXTRACTS OF ANNUAL RETURN
In accordance with Section 92 and Section 134 of the Companies Act, 2013, alongside Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts Annual Return of the Company as on 31st March, 2026, has been placed on our website.
Shareholders can access and examine the complete, unedited filing by visiting the investor desk online at mastertrust.co.in/investor-relation.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In order to provide a mechanism to employees of the Company to disclose any unethical and improper practices or any other alleged wrongful conduct in the Company and to prohibit managerial personnel from taking any adverse action against those employees, the Company has laid down a Vigil Mechanism also known as Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Vigil Mechanism or Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company https://master-trust-strapi.s3.ap-south-1.amazonaws.com/MTL_Vigil_Mechanism_Whistle_Blower_Policy_201908071306575174343_f542f30f6f.pdf
MATERIAL SUBSIDIARY COMPANY
As per criteria given in Regulation 16 of the SEBI Listing Regulations, based on Financial Statements as on 31st March, 2026, your Company had only one Material Subsidiary during the financial year 2025-26 i.e. Master Capital Services Limited. Your Company has formulated a policy for determining material subsidiaries. The policy is available on your Companys website and link for the same is https://master-trust-strapi.s3.ap-south-1.amazonaws.com/MTL_POLICY_ON_MATERIAL_SUBSIDARY_2375e3a2c6.PDF
Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments at the level of subsidiaries and joint ventures of your Company are covered in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.
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.
CODE FOR PREVENTION OF INSIDER TRADING
Your Company has adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("PIT Code") to regulate, monitor and report trading in your Companys shares by your Companys designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The PIT Code, inter alia, lays down the procedures to be followed by designated persons while trading/dealing in your Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The PIT Code cover your Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarise with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the website of the Company at https://master-trust-strapi.s3.ap-south-1.amazonaws.com/Code_of_Fair_Disclosure_under_Insider_Trading_Regulations_MTL_201908071429529868959_74584e1681.pdf
POLICY ON NOMINATION AND REMUNERATION OF DIRECTORS
Pursuant to the provisions of Section 178(3) of the Act and Regulation 19 of the SEBI Listing Regulations, the Board has formulated Nomination and Remuneration Policy of the Company, which inter alia, includes the criteria for determining qualifications, positive attributes and independence of Directors, identification of persons who are qualified to become Directors, Key Managerial Personnel and Senior Management. The Nomination and Remuneration Policy also covers the Remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees of the Company. The Nomination and Remuneration Policy is available on the website of the Company at https://www.hdbfs.com/sites/default/files/policies/Nomination_and_Remuneration_Policy_20052026.pdf
RISK MANAGEMENT
The Company has a well-defined risk management framework in place. The risk management framework works at various levels across the enterprise. These levels form the strategic defense cover of the Companys risk management. The Company has a robust organisational structure for managing and reporting on risks.
The Board of Directors of the Company monitor, report and mitigate various risks faced. The outcome of this process is reported to the Audit Committee. The details and its terms of reference are set out in the Corporate Governance Report which forms part of this Report. Important elements of risk management process are elaborated in the MDA Report, which forms part of this Report.
A Copy of the RISK Management policy is uploaded on the Companys website at https://master-trust-strapi.s3.ap-south-1.amazonaws.com/RISK_MANAGEMENT_POLICY_202309181635288316589_a55290cb7e.pdf
DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has in place a policy for prevention of sexual harassment in accordance with the requirements.
All employees (permanent, contractual, temporary and trainees) are covered under this policy. Following are the details of the complaints received by your Company during FY 2025-26.
| Sr. No. Particulars | Number |
| 1 No. of complaints received | — |
| 2 No. of complaints disposed of | — |
| 3 No. of cases pending for more than 90 days | — |
(Numbers not printed in source table — blank)
MANAGING DIRECTOR (MD) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE
As required under Regulation 17(8) of the SEBI Listing Regulations, the Managing Director and Chief Financial Officer of your Company have certified the accuracy of the Financial Statements, the Cash Flow Statement and adequacy of Internal Control Systems for financial reporting for the financial year ended 31st March, 2026. Their Certificate is annexed to this Directors Report.
DIVIDEND DISTRIBUTION POLICY
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.
SECRETARIAL STANDARDS OF ICSI
During the financial year 2025-26, the Company has strictly adhered to the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The Board confirms that all relevant processes and procedures were followed in complete compliance with SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings).
REPORTING OF FRAUDS BY AUDITORS
During the financial year 2025-26, neither the Statutory Auditors nor the Secretarial Auditors have reported any instances of fraud committed against the Company by its officers or employees. No disclosures are required under Section 143(12) of the Companies Act, 2013, as there were no reportable matters to the Central Government or the Board.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
The following material event occurred subsequent to the date of the financial statements:
A. ESOP
The Nomination & Remuneration Committee of the Board of Directors of the Company at its committee meeting held on 16th May, 2026, has approved the grant of 9,45,200 stock options under the "MASTER TRUST LIMITED EMPLOYEE STOCK OPTION PLAN 2025" to the eligible employees.
B. NON-CONVERTIBLE DEBENTURES
The wholly owned subsidiary of the Company i.e. MASTER CAPITAL SERVICES LIMITED has allotted 30,000 (Thirty Thousands) Non-Convertible Debentures having a face value of ?10,000 (Indian Rupees Ten Thousands) each aggregating up to ?30,00,00,000/- (Indian Rupees Thirty Crores) on 5th May, 2026.
Your directors 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.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to the applicable provisions of the Companies Act, 2013, and the IEPF Authority Rules, 2016, dividends and underlying shares remaining unclaimed for seven consecutive years are subject to mandatory transfer to the IEPF. For the financial year ended 31st March, 2026, the Company has no outstanding unpaid or unclaimed dividends subject to such transfer. Accordingly, no transfer of funds or shares to the IEPF is applicable for the financial year 2025-26.
Environmental Commitment & Acknowledgements
As a committed corporate citizen, the Company actively participates in the Government of Indias Green Initiative by transitioning to digital document delivery. Shareholders who have not yet registered their email addresses are encouraged to update their details with our Registrar and Share Transfer Agent (RTA) or Depository Participants to receive future corporate updates electronically.
In line with MCA Circular No. 03/2025 and Regulation 36 of the SEBI Listing Regulations, the Annual Report and Audited Financial Statements for the financial year ending 31st March, 2026, will be distributed digitally to all registered email addresses. Unregistered shareholders will receive a physical notification containing the direct web link to access the complete digital report. Additionally, printed copies of the full Annual Report remain available upon request of the shareholders.
The Board extends its sincere gratitude to our employees for their unwavering dedication and outstanding performance across all business operations. We also thank our shareholders, clients, vendors, banking partners, and both State and Central Government authorities for their continued trust and support.
Finally, the Board deeply values the vital contributions of every member within the Master Trust Group.
| For and on behalf of the Board of Directors |
| Place: Ludhiana |
| Date: 3rd September, 2026 |
(Sd/-) (Rajinder Kumar Singhania) — Director — DIN-00077540 |
(Sd/-) (Harjeet Singh Arora) — Managing Director — DIN-00063176 |
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