Minolta Finance Ltd Management Discussions

1. Background

Minolta Finance Limited ("the Company") is registered with the Reserve Bank of India as a Non-Banking Financial Company ("NBFC").
The Company is engaged in the business of lending and investment in the capital market.

The Management Discussion and Analysis Report provides an overview of the financial performance of the Company, the operating
environment, business outlook, opportunities and threats, risks and concerns, internal control systems and other relevant developments
during the financial year 2025-26.

2. Financial Performance

The financial performance of the Company for the financial year 2025-26 as compared with the previous financial year is
summarised below:

Particulars	2025-26	2024-25
Revenue from Operations (^ in Lac)	1195.83	101.88
Profit/(Loss) before Tax & Extraordinary Item (^ in Lac)	-205.04	1.48
Provision for Tax (^ in Lac)	-63.23	0.27
Profit/(Loss) after Tax (^ in Lac)	-142.81	1.22
Extraordinary Items (^ in Lac)	Nil	Nil

During the financial year under review, the Company recorded revenue from operations of ^1,195.83 lakh as compared to ^101.88
lakh in the previous financial year. The Company reported a loss after tax of ^142.81 lakh during the year as against a profit after tax
of ^1.22 lakh in the previous year.

The management continues to focus on strengthening the Companys operations, improving business performance and maintaining
prudent financial and risk management practices.

3. Key Financial Ratios

As required pursuant to Schedule V(B) to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the key
financial ratios of the Company are as follows:

Sr. No.	Ratio	2025-26
1	Debtors Turnover	NIL
2	Inventory Turnover	NIL
3	Interest Coverage Ratio	NIL
4	Current Ratio	9.42
5	Operating Profit Margin	5.04%
6	Debt Equity Ratio	1.22
7	Net Profit Margin	3.73%
8	Return on Net Worth	3.73%

4. Business Segment

Being a Non-Banking Financial Company, the Company was engaged in the business of lending and investment in the capital market
during the year under review.

The Company continues to focus on prudent deployment of funds, maintaining adequate liquidity and strengthening its financial and
operational framework.

5. Rights Issue

During the year/subsequent to the year under review, as applicable, the Company undertook steps towards raising funds through a
Rights Issue of Equity Shares.

In connection with the proposed Rights Issue, the Company has obtained the requisite approval from BSE Limited ("BSE"). The
approval from BSE represents an important step in the Rights Issue process.

The Rights Issue is intended to strengthen the Companys capital base and financial position and support its future business operations
and growth plans. The Company is undertaking the Rights Issue process in accordance with the applicable provisions of the Companies
Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the applicable SEBI Listing Regulations and
other applicable laws, rules and regulations.

The Rights Issue remains subject to completion of the requisite statutory, regulatory and other applicable formalities.

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6. Future Outlook

Global Economic Landscape

The global economic environment continues to be influenced by geopolitical developments, inflationary pressures, monetary policy
decisions and changing economic conditions across major economies.

Geopolitical tensions may continue to affect global trade, energy prices and market sentiment, potentially resulting in volatility in
financial markets. Inflationary pressures and monetary policy measures adopted by central banks worldwide may also have an impact
on economic growth and financial market conditions.

Indian Economic Outlook

The Indian economy continues to demonstrate resilience, supported by domestic consumption, infrastructure investments, government
initiatives and improving economic fundamentals.

India is expected to remain an important contributor to global economic growth. Strong domestic demand, increased investment
activity and continued policy support are expected to provide opportunities for the financial services sector.

NBFC Sector

The financial services sector, including NBFCs, continues to play an important role in improving access to credit and financial services.
NBFCs are expected to benefit from increasing financial inclusion, technological developments and demand for credit from various
segments of the economy.

The Company intends to leverage available opportunities while continuing to follow prudent lending, investment and risk
management practices.

7. Industry View and Macroeconomic Environment

The Indian financial services sector continues to operate in an environment characterised by evolving regulatory requirements,
technological developments, changing customer expectations and increasing competition.

The Companys business may be influenced by factors such as interest rates, liquidity conditions, economic growth, capital market
movements, regulatory changes and the overall credit environment.

The management remains focused on adapting to changing market conditions and strengthening the Companys operational and
compliance framework.

8. Opportunities and Threats

India continues to offer significant opportunities for the financial services industry owing to its large domestic market, increasing
financial inclusion, growing digital adoption and improving economic fundamentals.

The Company believes that appropriate business strategies and innovative approaches can assist in acquiring new customers and
retaining existing clientele.

At the same time, the Company faces competition from banks, NBFCs and other financial institutions. Elevated interest rates, increased
funding costs, volatility in financial markets and changes in the regulatory environment may affect the Companys profitability
and growth.

The Company continues to maintain adequate liquidity and follows prudent financial and risk management practices to address
these challenges.

9. Risks and Concerns

The Company operates within a risk management framework designed to identify, assess, monitor and mitigate material risks associated
with its business.

The major risks faced by the Company include:

- Credit Risk: Risk arising from the inability of borrowers or counterparties to meet their financial obligations.

- Interest Rate Risk: Changes in interest rates may affect the Companys funding costs, lending margins and profitability.

- Market Risk: Volatility in capital markets may affect the value and returns of the Companys investments.

- Liquidity Risk: The Company is exposed to the risk of mismatch between its funding requirements and availability of funds.

- Regulatory Risk: Changes in applicable laws, regulations and regulatory directions may impact the Companys business operations.

- Competition Risk: Increasing competition from banks, NBFCs and other financial institutions may affect business growth and margins.

The Company periodically reviews its risk factors and takes appropriate measures to manage and mitigate the risks associated with
its business.

The Company manages these risks by maintaining a conservative financial profile and following prudent business and risk management
practices. The risk appetite of the Company is determined by the Board of Directors from time to time.

10. Internal Control Systems and Adequacy

The Company has adequate internal control systems commensurate with the nature, size and complexity of its business.

The internal control framework is designed to ensure operational efficiency, safeguarding of assets, reliability of financial reporting
and compliance with applicable laws and regulations.

The Internal Auditors periodically bring to the attention of the Audit Committee any deficiencies or weaknesses identified in the
internal control systems, wherever applicable. The Audit Committee reviews and monitors remedial actions and evaluates the overall
adequacy and effectiveness of the internal control framework.

11. Human Resources

The Company believes that its human resources are an important component of its overall success. The Company seeks to
maintain a professional and supportive work environment and encourages its employees to develop their skills and achieve their
professional potential.

The Company continues to focus on maintaining an efficient workforce and fostering a culture of responsibility, compliance and
professional conduct.

12. Corporate Sustainability and Corporate Social Responsibility

The Company strives to conduct its business in an ethical, responsible and sustainable manner.

The Company remains committed to responsible business practices and seeks to contribute positively to society through activities
undertaken in accordance with applicable laws and its internal policies.

13. Compliance

The Compliance function of the Company is responsible for ensuring that the Companys operations and business activities are
conducted in accordance with applicable regulatory requirements, internal guidelines and policies.

The Compliance Department continues to play an important role in implementing compliance requirements issued by regulatory
authorities, the Board of Directors and the Companys internal policies.

The Audit Committee reviews the performance of the Compliance function and the status of compliance with applicable regulatory
and internal requirements from time to time.

The Company continues to monitor regulatory developments and takes appropriate steps to implement new instructions and guidelines
issued by the regulatory authorities.

The Company has complied with the applicable regulations and guidelines of the Reserve Bank of India relating to its operations as
an NBFC, subject to matters, if any, specifically disclosed elsewhere in the Annual Report.

14. Cautionary Statement

Statements in this Management Discussion and Analysis Report describing the Companys objectives, projections, estimates,
expectations or predictions may constitute forward-looking statements within the meaning of applicable securities laws and regulations.

These statements are based on certain assumptions and expectations concerning future events. Actual results may differ materially
from those expressed or implied due to various factors, including changes in government policies and regulations, economic
developments, interest rates, financial market conditions, competition, changes in the business environment and other factors beyond
the Companys control.

The management assumes no responsibility for any action taken on the basis of these forward-looking statements, which may be
revised or modified in light of subsequent developments, information or events.

The Management Discussion and Analysis should be read together with the audited financial statements and the related notes forming
part of the Annual Report.