Minolta Finance Ltd Directors Report

To,

The Members of Minolta Finance Ltd

Unique Pearl, BL-A, Hatiara, Roy Para, Kolkata, Kolkata, West Bengal,

India, 700157

Your directors have the pleasure of presenting their 33rd Annual Report of the Company together with the Audited Statements of Accounts for the Financial Year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

The financial performance of the Company is summarized hereunder:

(Rs. In Lakhs)

	Standalone
Particulars	2024-25 Current Year	2023-24 Previous Year
Revenue from Operations	101.88	76.11
Other Income	-	-
Total Revenue	101.88	76.11
Total Expenditure	100.40	69.14
Profit/(Loss) before Prior Period Items & tax	-	-
Less: Prior period Items	-	-
Profit/(Loss) Before Tax	1.48	6.97
Less: Taxes	0.27	1.81
Deferred tax charge (credit)	-	-
Profit /(Loss) After Tax	1.22	5.16
Dividend proposed	-	-
Dividend Distributable Tax	-	-
Add: Balance b/f from the previous year	-	-
Add: Transferred from debenture redemption reserve	-	-
Less: Transfer to Debenture Redemption Reserve (if any)	-	-
Net Profit/(Loss) for the period	1.22	5.16

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

The Company is a systemically important non-deposit taking non-banking financial company ("NBFC-ND-SI") registered with the Reserve Bank of India ("RBI"). The Company has been classified as a Base layer NBFC pursuant to Master Direction- Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023

The Company achieved a turnover of Rs. 101.88 lakhs during the financial year 2024-2025, as against Rs. 76.11 Lakhs in 2023-2024, registering a rise of 33.87% over the last year. During the year Profit / (Loss) before Tax & Extraordinary Item stood at 1.48 lakhs against Rs. 6.97 Lakhs during the previous year. The Net Profit for the year 2024-2025 stood at Rs. 1.22 Lakhs as compared to Rs. 5.16 Lakhs, during the previous Year.

The company is willing to be in the business of investing in the financing but is also willing to invest wisely so, as the company can be a profit-making enterprise, during the year and thus, it can deliver to its shareholders.

CHANGE(S) IN THE NATURE OF BUSINESS:

During the year under the review there was no change in the nature of the business of the company.

CAPITAL STRUCTURE & CHANGES IN SHARE CAPITAL:

The present Authorized Capital of the Company is Rs. 10,20,00,000/- divided into 1,02,00,000 Equity Shares of Rs. 10/- each.

The present Issued, Subscribed & Paid-up Capital of the Company is Rs. 10,00,00,000/- divided into 1,00,00,000 Equity Shares of 10/- each. During the year under review, no change took place in the authorized and paid-up share capital of the Company .

The Company had passed a special resolution for increase in authorized share capital of the Company from 10,20,00,000/- to 60,00,00,000/- via passing a special resolution at the extra ordinary general meeting held on January 05, 2025 and had filed Form MGT-14 for the same but has failed to file Form SH-7, hence there is no change in the authorized share capital of the company as on date.

DIVIDEND

The Directors do not recommend payment of any dividend on the Equity Shares for the financial year ended March 31, 2025, to conserve capital for future growth and business expansion

DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

There were no shares underlying in the demat suspense account or unclaimed suspense account.

TRANSFER TO RESERVES

The Company during the year under review, has not made any transfers to General Reserve.

JOINT VENTURES, OR ASSOCIATE OR SUBSIDIARIES, COMPANIES, WHICH BECOME OR CEASED, DURING THE YEAR

The Company did not have any subsidiary, joint venture or associate company, during the year under review. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Master Direction- Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 and the Listing Regulations is presented in a separate section, forming part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL BOARD COMPOSITION:

During the financial year, there have been changes in the composition of the Board of Directors as on March 31, 2025 your Company has 8 (Eight) Directors on the Board, out of which 1(One) Managing Director, 1(one) Executive Director, 2 (Two) Non-Executive Non- Independent Director (Six) and 4 (Four) are Independent Directors.

The Board composition is in compliance with the requirements of the Act and the SEBI Listing Regulations.

Sr. No.	Name of the Directors	Designation
1.	Mr. Dinesh Kumar Patnia	Managing Director
2.	Mrs. Forum Jigar Gada	Executive Director
3.	Mr. Arvind Jethalal Gala	Non executive, Non - Independent Director
4.	Mrs. Kunjal Arvind Gala	Non executive, Non - Independent Director
5.	Mr. Papiya Nandy	Independent Director
6.	Mrs. Kinjal Darshit Parkhiya	Independent Director
7.	Mr. Mahesh Manharlal Shah	Independent Director
8.	Mr. Manmohan Jindal	Independent Director

Details of Directors appointed, re-appointed or resigned during the year are as below:

APPOINTMENT/RE-APPOINTMENT OF DIRECTORS DURING THE FINANCIAL YEAR:

• Mrs. Kinjal Darshit Parkhiya (DIN-10553695) appointed as Independent Director w.e.f December 04, 2024.

• Mrs. Forum Jigar Gada (DIN-10845327) appointed as Executive Director w. e. f. December 04, 2024.

• Mr. Mahesh Manharlal Shah (DIN: 07014807) appointed as Independent Director w.e.f November 14, 2024.

• Mr. Manmohan Jindal (DIN: 09729018) appointed as Independent Director w.e.f November 14, 2024.

• Mrs. Kunjal Arvind Gala (DIN: 02413184) appointed as Non-Executive, Non-Independent Director w.e.f November 14, 2024.

• Mr. Arvind Jethalal Gala (DIN: 02392119) appointed as Non-Executive Director w.e.f October 15, 2024. RESIGNATION OF DIRECTORS DURING THE FINANCIAL YEAR:

• Mr. Pankaj Kumar (DIN: 03470704) resigned as an Independent Director w.e.f. February 10, 2025

• Mrs. Swapna Singh (DIN: 07763175) resigned as an Additional Director w.e.f December 07, 2024.

• Mr. Dinesh Kumar Patnia (DIN: 01709741) resigned w.e.f. August 11, 2025

None of the Directors of the Company have incurred any disqualification under Section 164(2) of the Companies Act, 2013 (the Act), read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. All the Directors have confirmed that they are not debarred from accessing the capital market as well as from holding the office of Director pursuant to any Order of Securities and Exchange Board of India or Ministry of Corporate Affairs or any other such regulatory authority

In the view of the Board, all the Directors possess the requisite skills, expertise, integrity, competence, as well as experience considered to be vital for business growth.

Information regarding the Directors seeking appointment/re-appointment as required by Regulation 36 of the Listing Obligations and Disclosures Requirement, Regulations 2015 (Listing Regulations) and Secretarial Standard-2 has been given in the notice convening the ensuing Annual General Meeting

KEY MANAGERIAL PERSONNEL:

During the year, Mrs. Shefali Gupta was appointed as the Compliance Officer of the Company w.e.f February 10, 2025, in place of Mrs. Puja Tebriwal who resigned as Company Secretary and Compliance Officer w.e.f. December 06, 2024.

The details of key managerial personnel of the Company during the year 2024-2025 is given below:

Sr. No	Name	Designation
1	Prachi Bajaj	Chief Financial Officer
2	Mrs. Shefali Gupta	Compliance Officer (Appointed w.e.f February 10, 2025)
3	Mrs. Puja Tebriwal	Company Secretary and Compliance Officer (Resigned w.e.f. December 06, 2024)

Apart from the aforesaid, no changes in the KMPs and Directors have taken place during the year under review. DETAILS OF BOARD MEETINGS

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the financial year 2024-25, 6(Six) number of Board meetings were held.

NUMBER OF MEETINGS OF THE BOARD DURING THE YEAR:

Sr. No	Date of Board Meeting	Board strength	No. of directors present	% of attendance
1	May 30, 2024	4	4	100
2	August 13, 2024	4	4	100
3	November 14, 2024	5	5	100
4	December 04, 2024	8	8	100
5	February 10, 2025	9	9	100
6	March 13, 2025	8	8	100

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

The details of the directors present at the meeting are given below:

Sr. No	Name of directors	No. of meetings eligible to attend	No. of meetings attended
1	Mr. Dinesh Kumar Patnia	6	6
2	Mrs. Forum Jigar Gada	4	4
3	Mr. Arvind Jethalal Gala	4	4
4	Mrs. Kunjal Arvind Gala	3	3
5	Mr. Pankaj Kumar	5	5
6	Mr. Papiya Nandy	6	6
7	Mrs. Swapna Singh	4	4
8	Mrs. Kinjal Darshit Parkhiya	2	2
9	Mr. Mahesh Manharlal Shah	3	3
10	Mr. Manmohan Jindal	3	3

COMMITTEES OF THE BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder

A. AUDIT COMMITTEE

The Audit Committee has been constituted in line with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI LODR Regulations, 2015. The members of the Audit Committee are financially literate and have the requisite experience in financial management. All the recommendations made by the Audit Committee were accepted by the Board.

During the financial year ended March 31, 2025, 4 (Four) meetings of the Audit Committee were held which are as follows:

Sr. No	Date of Meeting	Committee Strength	No. of directors .	% of attendance present
1	May 30, 2024	3	3	100
2	August 13, 2024	3	3	100
3	November 14, 2024	4	4	100
4	February 10, 2025	4	4	100

The Composition of the Audit Committee and the attendance of the Members of the Committee during the financial year ended March 31, 2025, are detailed below:

During the financial year 2024-25, the composition of the Audit Committee underwent the following changes

Sr. No	Name of Director	Designation	No. of meetings eligible to attend	No. of meetings attended
1	Mrs. Swapna Singh	Chairman	3	3
2	Mr. Dinesh Kumar Patnia	Member	4	4
3	Mr. Pankaj Kumar	Member	3	3
4	Mr. Arvind Jethalal Gala	Chairman, Non-Executive Director	1	1
5	Mr. Manmohan Jindal	Member, Independent Director	1	1
6	Mr. Mahesh Manharlal Shah	Member, Independent Director	1	1

Mrs. Swapna Singh and Mr. Pankaj Kumar ceased to be a member of the Audit Committee with effect from February 10, 2025 whereas Mr. Arvind Jethalal Gala (Non-Executive, Non - Independent Director) (DIN: 02392119), Mr. Manmohan Jindal (Non-Executive, Independent Director) (DIN: 09729018) and Mr. Mahesh Manharlal Shah (Non-Executive, Independent Director) (DIN: 07014807) was appointed as a member with effect from February 10, 2025.

The Statutory Auditors and Internal Auditor of the Company are invited in the meeting of the Committee wherever requires. Company Secretary and Chief Financial Officer of the Company are the regular invitees at the Meeting.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company i.e. www.minoltafinance.co.in

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee (NRC) has been constituted in line with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI LODR Regulations, 2015.

During the financial year ended March 31, 2025, 4 (Four) meetings of the Nomination and Remuneration Committee were held were held which are as follows:

Sr. No	Date of Meeting	Committee Strength	No. of directors present	% of attendance
1	October 15, 2024	2	2	100
2	November 14, 2024	2	2	100
3	December 04 2024	2	2	100
4	February 10, 2025	3	3	100

The composition of the Nomination & Remuneration Committee of the Board of Directors of the Company along with the details of meetings held and attended during the financial year ended March 31, 2025, are detailed below:

Sr. No	Name of Director	Designation	No. of meetings eligible to attend	No. of meetings attended
1.	Manmohan Jindal-	Chairman, In dependent Director	1	1
2.	Mahesh Manharlal Shah	Member, Inde pendent Director	1	1
3.	Kunjal Arvind Gala	Member, Non -Executive, Non-Independent Director	1	1
4.	Mr. Dinesh Kumar Patnia	Member, Pro fessional	4	4
5.	Mr. Pankaj Kumar	Member	3	3

During the financial year 2024-25, the composition of the Nomination and Remuneration Committee underwent the following changes:

• Mr. Pankaj Kumar (Non-Executive, Independent Director) (DIN: 03470704) ceased to be a member of the Nomination and Remuneration Committee with effect from February 10, 2025 and Mr. Dinesh Kumar Patnia (DIN: 01709741) Managing Director resigned with effect from August 11, 2025 whereas Mr. Manmohan Jindal (Non-Executive, Independent Director) (DIN: 09729018), Mr. Mahesh Manharlal Shah (Non-Executive, Independent Director) (DIN: 07014807) and Mrs. Kunjal Arvind Gala (Non-Executive, Non Independent Director) (DIN: 02413184) was appointed as a Member of the Nomination and Remuneration Committee with effect from November 14, 2024.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee has been constituted in line with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI LODR Regulations, 2015.

The Committee met on February 10, 2025, during the financial year ended March 31, 2025. The constitution of the Stakeholder Relationship Committee and their attendance during the financial year is detailed below:

Sr. no.	Name of Director	Designation	No. of meetings eligible to attend	No. of meetings attended
1.	Mr. Manmohan Jindal	Chairman, Independent	1	1
2.	Mr. Papiya Nandy	Member, Independent	0	0
3.	Mr. Pankaj Kumar	Member	0	0
4.	Mr. Arvind Jethalal Gala	Member, Professional	1	1
5.	Mrs. Kunjal Arvind Gala	Memb er, Professional	1	1

During the financial year 2024-25, the composition of the Stakeholders Relationship Committee underwent the following changes:

• Mr. Papiya Nandy (Non-Executive, Independent Director) and Mr. Pankaj Kumar (Non-Executive, Independent Director) (DIN: 03470704) ceased to be a member of the Stakeholders Relationship Committee with effect from February 10, 2025 due to change in the composition of the committee whereas Mr. Manmohan Jindal (Non-Executive, Independent Director) (DIN: 09729018), Mr. Arvind Jethalal Gala (Non-Executive, Non Independent Director) (DIN:02392119) and Mrs. Kunjal Arvind Gala (Non-Executive, Non Independent Director) (DIN: 02413184) were appointed as members of the Committee with effect from February 10, 2025. The Investor Grievance cell of the Company and the Registrar and Share Transfer Agent, Niche Technologies Pvt. Ltd. attended to all grievances of the shareholders and investors received directly or through SEBI, Stock Exchanges and Registrar of Companies etc.

The Minutes of Stakeholders Relationship Committee are noted by the Board of Directors at the Board Meetings. Continuous efforts are made to ensure that grievances are more expeditiously redressed to the complete satisfaction of the investors. Shareholders are requested to furnish their telephone numbers and email addresses to facilitate prompt action.

DECLARATION BY INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has Four NonPromoter Non-Executive Independent Directors in line with the act. The Company has received a necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

A separate meeting of Independent Directors was held on February 11, 2025 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

Performance Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners:

a. The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

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

c. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the 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.

d. In addition, the chairman was also evaluated on the key aspects of his role. Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Disqualifications of Directors

During the Financial Year 2024-2025 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified. The Certificate for Disclosure of Non- Disqualifications of Directors has been taken from Amruta Giradkar and Associates which is attached to the report in Annexure IV

Familiarization Program

The Company has familiarized the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, etc. The details relating to the familiarization programme are available on the website of the Company at www.minoltafinance.co.in

CORPORATE SOCIAL RESPONSIBILITY

As, per Section 135 of the Act, net worth not exceeding Rupees Five Hundred Crore or more, or turnover of Rupees not exceeding One Thousand Crore or more or a net profit not exceeding Rupees Five Crore or more during the immediately preceding financial year, so the same was not applicable to the Company.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance for Sexual Harassment at workplace. The company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted Internal Complaint(s) Committee functioning at various locations to redress complaints regarding sexual harassment and has adopted a Policy on prevention of Sexual Harassment in line with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Details of complaints received during the year under review are as follows:

a. Number of complaints of sexual harassment filed during the Financial Year: Nil

b. Number of complaints of sexual harassment disposed of during the Financial Year: Nil

c. Number of complaints of sexual harassment pending as on end of the Financial Year: Nil

d. Number of cases pending for more than 90 days: NA

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company is in compliance with the provisions of Maternity Benefit Act, 1961 and no complaint has been received by the Company from any of the employee in this regard during the year under review.

FIT AND PROPER CRITERIA & CODE OF CONDUCT

All the Directors meet the fit and proper criteria stipulated by the Reserve Bank of India ("RBI"). All the Directors of the Company have affirmed compliance with the Code of Conduct of the Company.

CODE OF CONDUCT

Your Company has formulated a Code of Business Conduct and Ethics for Board of Directors and Senior Managerial Personnel. The confirmation on compliance of the same is obtained from all concerned on an annual basis. All Board Members and Senior Managerial Personnel have given their confirmation of compliance. A declaration duly signed by the Vice Chairman and Managing Director is given under Corporate Governance Report as a separate section in this Annual Report. The Code of Business Conduct and Ethics for the Board of Directors and Senior Managerial Personnel is also posted on the website of the Company i.e. www.minoltafinance.co.in

CREDIT RATING

The Company has successfully registered with Experian, a leading credit rating agency. We are currently in the process of securing additional memberships with other reputable credit rating agencies to further enhance our financial credibility and standing in the market.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, as amended, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company for the Financial Year ended March 31, 2025 is available on the website of the Company at www.minoltafinance.co.in

RISK MANAGEMENT POLICY

The Company has a Risk Management Policy which lays down the framework for identification and mitigation of various risks. The specific objectives of the Risk Management Policy are to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated and managed, to establish a framework for the Companys risk management process.

The Risk Management Framework emphasises proper analysing and understanding the underlying risks before undertaking any transaction. This enables a proper assessment of all risks and ensures that the transactions and processes conform to the Companys risk appetite and regulatory requirements.

INTERNAL FINANCIAL CONTROL SYSTEMS WITH REFERENCE TO FINANCIAL STATEMENTS AND ITS ADEQUACY

According to Section 134(5) (e) of the Act, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has adequate Internal Financial Control systems and procedures which are commensurate with its size and nature of business. It is ensured that all the assets are safeguarded and protected against loss and all transactions are authorized, recorded and reported correctly. The Internal Financial Control systems of the Company are monitored and evaluated and reviewed by the Audit Committee.

The Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively. In this regard, the Board confirms the following:

1) Systems have been laid to ensure that all transactions are executed in accordance with managements general and specific authorization;

2) Systems and procedures exist to ensure that all transactions are recorded, as necessary to permit preparation of Financial Statements in conformity with Generally Accepted Accounting Principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information;

3) Access to assets is permitted only in accordance with managements general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted;

4) The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to differences, if any; and

5) Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Companys policies.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

The Management Discussion and Analysis Report, in terms of Regulation 34, read with Schedule V of the SEBI Listing Regulations, form part of this Report.

Management Discussion and Analysis Report, comprising an overview of the financial results, Operations / performance and future prospects of the Company is annexed as Annexure V and forms part of this Report

CORPORATE GOVERNANCE REPORT

As, per Regulation 15 of the SEBI Listing Regulation, the paid up equity share capital not exceeding Rupees Ten Crore and net worth not exceeding Rupees Twenty Five Crore, as on the last day of the previous financial year so, the provisions as specified in regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t)] of sub-regulation (2) of regulation 46 and the para C, D and E of Schedule V, were not applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The loan and guarantee given by the Company during the Financial Year ended March 31, 2025 are within the limits prescribed under Section 186 of the Act. Further, the details of the said loan given, guarantee given and investment made are provided in the Notes to the Financial Statements of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the Financial Year 2024-25, the Company has complied with all the relevant provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

COMPLIANCE OF RBI REGULATIONS/GUIDELINES/DIRECTIONS

Your Company is a non-deposit taking non-banking financial company registered with the Reserve Bank of India ("RBI") and classified as NBFC - Middle Layer under RBI Master Direction -Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023. The Company has not complied to the applicable regulations/guidelines/directions prescribed by the RBI. The Company is making efforts to comply with the same.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Employees are the most valuable and indispensable asset for a Company. A Companys success depends on the ability to attract, develop and retain best talent at every level. The Company has always been proactive in providing growth, learning platforms, safe workplace and personal development opportunities to its workforce. Company strives to maintain a skilled and dedicated workforce, representing diverse experiences and viewpoints. The human resource department of the Company are rooted in ensuring a fair and reasonable process for all-round development and up liftment of talent through its persistent effort. During the year, the Company continued to introduce initiatives and tools that helped continuous learning and development of new skills.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There was no Related Party Transactions (RPT) entered into by the Company, during the Financial Year, which attracted the provisions of the Section 188 of the Act. There being no material related party transactions as defined under SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015, so, there are no details to be disclosed in form Annexure I- AOC-2 in this regard.

During the year 2024-25, pursuant to section 177 of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all RPT were placed before the audit committee for its Prior/omnibus approval.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT

The company has filed Draft letter of offer for the Right issue aggregating up to Rs. 49.24/- Cr. The in principal approval is pending by the Exchanges.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN FUTURE

No such significant and material order has been passed by any Regulator/ Court/ Tribunals against the Company, which will impact the going concern status and the Companys operations in future.

STATUTORY AUDITORS AND AUDITORS REPORT

At the 28th Annual General Meeting of the Company held on December 30, 2020, the members approved appointment of M/s Khandelwal Prem & Associates, Chartered Accountants (Firm Registration No. 317092E) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that Annual General Meeting till the conclusion of the 33rd Annual General Meeting.

Whereas upon the completion of term of M/s Khandelwal Prem & Associates, Chartered Accountants, the company has appointed M/s JCR & Co. LLP Chartered Accountants, (FRN: 105270W) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that Annual General Meeting till the conclusion of the 38th Annual General Meeting.

The Notes on accounts referred to in the Auditors Report are self-explanatory and therefore, do not call for any further explanations/comments. The Auditors Report on the standalone financial statements of the Company for the year ended March 31, 2025 forms part of this Annual Report and there are no qualifications, reservation, adverse remark or disclaimer made by the Statutory Auditors in their report.

REPORTING OF FRAUDS BY AUDITORS

During the Financial Year 2024-25, the Auditors have not reported any fraud, as prescribed under Section 143(12) of the Act.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of the Directors of the Company has appointed, M/s Amruta Giradkar & Associates, (Certificate of Practice Number :19381) Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the Financial Year 2024-25, as issued by them in the prescribed form MR-3, is annexed hereto and marked as Annexure III- the Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

COST AUDIT AND COST RECORDS

The provisions of Section 148 of the Act, with respect to maintenance of Cost Audit and Cost Records are not applicable to the Company.

PARTICULARS OF EMPLOYEES

The particulars of employees, as required under Section 197(12) of the Act read with the respective Rule of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed hereto, marked as Annexure -II

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO

The Company being basically in to the business of NBFC and is lending its fund to Corporate Clients and individuals. Beside this the Company is investing its fund in the Capital Market. Due to said line of business, the requirement, regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

The Company has not earned or used foreign exchange earnings/outgoings during the year under review. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public within the meaning of section 73 of the Act and the rules there under.

INTERNAL AUDITOR

Mr. Sanjay Khandelwal, Chartered Accountants (Firm Registration Number: 323311E), were appointed as the Internal Auditors of the Company to conduct the Internal Audit for the Financial Year 2024-25 in accordance with the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014.

Whereas, upon resignation of Mr. Sanjay Khandelwal, Chartered Accountants (Firm Registration Number: 323311E), M/S. TRS & Co., Chartered Accountants, (Firm Registration Number: 041982N) is appointed as Internal Auditor of the Company with effect from August 12,2025.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2) of Listing Regulations, the top 1000 listed companies may require to prepare a Business Responsibility Report, so the same are not applicable to the Company.

OTHER DISCLOSURES

During the year under review, the Company has not obtained any registration / license / authorisation, by whatever name called from any other financial sector regulators

DIRECTORS RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by us, we hereby make the following statements in terms of Section 134(3) (c) and 134(5) of the Act:

1) that in the preparation of the Annual Accounts for the Financial Year ended March 31, 2025, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

2) that such accounting policies as mentioned in Notes to the Annual Accounts have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for that period;

3) that 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 has been taken;

4) that the Annual Accounts has been prepared on a going concern basis;

5) that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems were adequate and operating effectively; and

6) that internal financial control to be followed by the Company are in place and that such internal financial controls are adequate and are operating effectively.

GENERAL DISCLOSURES

1. The Company has not issued equity shares with differential rights as to dividend, voting nor otherwise.

2. No proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

3. The Company serviced all the debts & financial commitments as and when they became due and no settlements were entered into with the bankers.

4. The Company does not have any Employee Stock Option Plan.

APPRECIATION

Your directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Companys valued customers, bankers, vendors and members for their continued support and confidence in the Company.

FOR MINOLTA FINANCE LIMITED	FOR MINOLTA FINANCE LIMITED
Sd/-	Sd/-
ARVIND JETHALAL GALA	KUNJAL ARVIND GALA
DIRECTOR	DIRECTOR
DIN:02392119	DIN: 02413184
Place: Kolkata
Date: August 12, 2025
Registered Office: Unique Pearl, BL-A, Hatiara, Roy Para,
Kolkata, Kolkata, West Bengal,
India, 700157