Money Masters Leasing & Finance Ltd Directors Report

To,

The Members,

The Board of Directors (the Board) of Money Masters Leasing and Finance Limited (your Company or the Company) is pleased to present the 32 nd (Thirty Second) Annual Report and the Audited Financial Statements of the Company for the financial year ended 31 st March 2026 (financial year under review or

(FY).

FINANCIAL RESULTS:

Particulars (Standalone)	( in lakhs)
	2025-26	2024-25
Total Income	151.40	214.21
Total Expenditure	103.73	145.02
Profit before exceptional items and Tax	47.67	69.19
Less: Exceptional Items	-	-
Profit before Tax	47.67	69.19
Less: Current Tax	12.00	18.00
Profit after Tax	35.67	51.19
Transfer to reserve fund under Regulation 45-IC of	7.13	10.24
Reserve Bank of India Act, 1934
Retained earnings as at the end of the year	222.89	198.44

The above figures are extracted from the Financial Statements.

INFORMATION ON THE STATE OF COMPANYS AFFAIR:

The Company is registered with the Reserve Bank of India (RBI) under Section 45IA of the Reserve Bank of India Act, 1934 as a Non-Banking Financial Company (Non-Deposit Taking) and to carry on the business of Non-Banking Financial Institution (NBFC) without accepting public deposits. The Company has been classified as a Non-Deposit Accepting NBFC-Investment and Credit Company-Base Layer (NBFC-ICC-BL) in accordance with Reserve Bank of India (RBI), Act, 1934 and Master Direction Reserve Bank of India (Non-Banking Financial Company Scale Based Regulation) Directions, 2023 and other directions, circulars and guidelines issued by the RBI from time to time. During the financial year under review, the Company has complied with the applicable provisions of the Reserve Bank of India Act, 1934 and the regulatory framework prescribed by the RBI.

The Company continues to carry on financing activities, including hire-purchase and asset-backed lending, in accordance with the applicable RBI regulatory framework.

During the year, the Company has sanctioned and disbursed 21 secured loans against hypothecation of computers, equipment, machinery etc. Totaling to a tune of 163.40 lakhs. During the year the company collected 167.36 lakhs by way of installments from hire purchase & loan accounts. Total outstanding advances as on 31st March, 2026 stood at 2915.88 lakhs.

The company maintained its Asset Financing ratio way above the required RBI norms of 60% of its total assets.

There has been no change in the nature of business of the Company during the year under review.

PERFORMANCE REVIEW:

The Company is engaged in the business of Hire-purchase finance. The net receipts from Operations during the year under review were 151.33 lakhs as against 214.13 lakhs in the previous year. The Profit after tax is

35.67 lakhs as against 51.19 lakhs in the previous year.

( in lakhs)

Particulars	2025-26	2024-25
Deposits and interest payable	845.16	821.99
Corporate Deposits	198.98	119.23
Asset Financing	2915.58	2902.75

Gross and Net Non-Performing Advances have been 65.89 lakhs and 13.34 lakhs in the Financial Year 2025-26. In percentage terms Gross NPAs are now at 2.26 % and Net NPAs are at 0.46 % of total assets. Provision for NPA has been done in accordance to the norm.

MAJOR MATERIAL EVENTS OCCURRED DURING THE YEAR

Issue of Equity Shares on Right Issue Basis :

The Company had proposed to raise funds by way of a Rights Issue of equity shares. In connection therewith, the Company had received in-principal approval from BSE Limited on 29 th November, 2024 for the proposed Rights Issue of equity shares of face value of Re. 1/- each, at such premium and in such ratio as may be determined by the Board, for an aggregate issue size not exceeding 49 Crores.

However, after considering the prevailing business and market conditions and in the overall interest of the Company and its stakeholders, the Board decided not to proceed with the proposed Rights Issue and accordingly, the same was withdrawn/cancelled.

Increase in Authorised Share Capital of the Company and consequent alteration to the capital clause of the Memorandum of Association:

In order to facilitate the proposed Rights Issue, the Members of the Company, through Postal Ballot on 22 nd August, 2025 had approved the increase of the Authorised Share Capital of the Company to 60,00,00,000/- (Rupees Sixty Crores Only) divided into 56,30,00,000 (Fifty-Six Crores Thirty Lakhs Only) Equity Shares of 1/- (Rupee One Only) each and 37,00,000 (Thirty-Seven Lakhs) Preference Shares of 10/- (Rupees Ten Only) each together with the consequential alteration of the Capital Clause of the Memorandum of Association of the Company.

Subsequent to the withdrawal/cancellation of the proposed Rights Issue, the Company did not proceed with the implementation of the aforesaid increase in the Authorised Share Capital. Accordingly, the existing Authorised Share Capital of the Company and the Capital Clause of the Memorandum of Association continue to remain unchanged.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company is not required to transfer any amount falling within the provisions of Section 125(2) of the Companies Act, 2013 (hereinafter referred to as the Act) to Investor Education and Investor Fund.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED DURING THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments have occurred after the close of the year under review till the date of this Report which affects the financial position of the Company.

APPROPRIATIONS:

Appropriations from the net profit after the write offs, write backs and provisioning have been affected as under:

Appropriations	( in lakhs)
Provision for Income tax	12
Preference Share dividend	4.09
Transfer to Reserves Fund 45IC	7.13

RESERVES:

There are no amounts transferred to Reserves during the year under review except transfer of 7.13 Lakhs to Reserves Funds under Section 45IC of Reserve bank of India Act, 1934. Credit balance of Profit and Loss

Account is transferred to Reserves and Surplus in Balance Sheet.

DIVIDEND:

Your directors have decided to deployed back the profits earned during the year and therefore not recommended any dividend to the equity shareholders for the current financial year.

SHARE CAPITAL:

Authorized Share Capital:

During the year under review, the Authorized Share Capital of the Company as on 31 st March, 2026 was . 34,00,00,000/- (Rupees Thirty-Four Crore Only) comprising of 30,30,00,000 (Thirty Crore Thirty Lakhs)

Equity Shares of 1 (Rupee One) each and 37,00,000 (Thirty-Seven Lakhs) Preference Shares of 10/- (Rupees Ten Only) Non-Convertible Cumulative Redeemable Preference Shares of 10/- (Rupees Ten Only each.

Issued and Paid up Capital

During the year under review, The Issued and Paid-up Share Capital of the Company as on 31 st March, 2026 was 11,64,62,290/- (Rupees Eleven Crore Sixty-Four Lakhs Sixty Two Thousand Two Hundred and Ninety Only) comprising of 10,03,82,290 (Ten Crore Three Lakhs Eighty-Two Thousand Two Hundred and Ninety)

Equity Shares of 1 (Rupee One) each and 16,08,000 (Sixteen Lakhs Eight Thousand) Non-Convertible Cumulative Redeemable Preference Shares of 10/- (Rupees Ten Only) each.

CAPITAL ADEQUACY RATIO:

(a) Tier I capital	44.04
(b) Tier II capital	5.36
(c) Total	49.40

(Minimum required by RBI norms 15%).

The Company continues to fulfill all the norms and standards laid down by the RBI pertaining to non performing assets, capital adequacy, statutory liquidity assets, etc. As against the RBI norm of 15%, the capital adequacy ratio of the Company was 49.40 as on 31 st March 2026. In line with the RBI guidelines for Asset Liability Management (ALM) system for NBFCs, the Company has an Asset Liability Management Committee, which meets twice a year to review its ALM risks and opportunities. The Company continues to be in Compliance with RBI Directions.

DIRECTORS RESPONSIBILITY STATEMENT:

As per the clause (c) of sub-section (3) of Section 134 of the Act, the Directors state 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 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, 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

HOLDING/SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint ventures and associate company.

OTHER DISCLOSURES RELATED TO SHARES:

During the year under review, the Company has not issued any bonus shares, equity shares with differential voting rights nor has granted any sweat equity.

NON-CONVERTIBLE DEBENTURES

There is no such issuance of Non-Convertible Debentures during the period under review.

NETWORTH:

DEPOSITS:

The company has stopped accepting public deposits since December 2011 and has now registered as non-Deposit accepting NBFC (NBFC-ND). The Company has not accepted any deposits from the public during the financial year under review in accordance with Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

ASSET FINANCING:

The average yield on Advances was 15.5 % pa. The Company was always above the required minimum norm of Asset financing of 60% of Total Assets.

INVESMENTS:

The Company had not made any Investment during the financial year 2025-26.

RESERVE BANK OF INDIA (RBI) GUIDELINES:

Your Company is a Non-Deposit Taking Non-Banking Financial Company- NBFC- (Investment and Credit Company) Base Layer (NBFC-ICC-BL) and has complied with and continues to comply with all applicable regulations and directions issued by RBI from time to time.

The Directors hereby report that the Company did not accept any public deposits during the year and had no public deposits outstanding as of the year-end.

KNOW YOUR CUSTOMER (KYC/ANTI-MONEY LAUNDERING (AML) MEASURES:

The Company has been implementing KYC/AML policy as approved by the Board of Directors in accordance with the PMLA 2002 (Prevention of Money Laundering Act 2002) and RBI/IBA (Reserve Bank of India/Indian

Banks Association) guidelines.

HUMAN RESOURCES: KEY COMPETITIVE ADVANTAGE:

The Company strongly believes that in a service industry like Banking and finance, it is only through people and their contributions that most of the objectives like offering products to various customer groups and servicing the poor can be achieved. Your Company believes in spreading the risk, and financing self-generating assets like Auto rickshaws, taxis, machineries, equipments etc.

The Management has a healthy relationship with the officers and the Employee.

RISK MANAGEMENT POLICY:

The Company has adopted a Risk Management Policy duly approved by the Board and is overseen by the Audit Committee of the Company on a continuous basis to identify, assess, monitor and mitigate various risks to key business objectives.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

The Company is in process of appointing Internal Auditor of the Company.

PREVENTION OF SEXUAL HARASSMENT POLICY:

Your Company has a requisite policy for the Prevention of Sexual Harassment, which is available on the website of the Company at https://moneymasterscc.in/ .

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company is not required to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as the employees employed in the company are less than 10 (Ten).

All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year no complaints were received by the Company related to sexual harassment. Further details are as follow:

1. Number of complaints of Sexual Harassment received in the Year	-
2. Number of Complaints disposed off during the year	-
3. Number of cases pending for more than ninety days	-

During the year under review, the Company has not received any complaint of sexual harassment.

DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received declarations from all Independent Directors as required under Section 149(7) of the Act that they meet the criteria of independence as laid down under Section 149(6) of the Act.

DECLARATION OF FIT & PROPER CRITERIA:

All the Directors of the Company have given the declaration to the effect that they are Fit & Proper, to be appointed as Director, as per the criteria prescribed by Reserve Bank of India (RBI).

DISQUALIFICATION OF DIRECTORS:

The Company has received declarations from all the Directors including Independent Directors of the Company confirming that they are not disqualified on account of non-compliance with any of the provisions of the Act and as stipulated in Section 164 of the Act.

EVALUATION OF BOARDS PERFORMANCE:

Pursuant to the provisions of Section 178 of the Act and the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 (SEBI Listing Regulations, 2015), the Nomination and Remuneration Committee has laid down the criteria for performance evaluation on the basis of which the Board has carried out evaluation of its own performance, the performance of Board Committees and of the Directors individually.

The Independent Directors of the Company, at their separate meeting have reviewed the performance of all the directors, the Board as a whole and its Committees and the Chairperson of the Company.

Further, the Nomination and Remuneration Committee (NRC) has carried out evaluation of individual

Directors performance.

The Members of the NRC and Board reviewed the performance of all the directors, the Board as a whole and its Committees and the Chairperson of the Company in accordance with the relevant provisions of the Act and SEBI Listing Regulations, 2015. The Committee agreed that the effectiveness of participation of the Directors in various meetings of the Board and its Committees were satisfactory. All the Directors made significant contributions in ensuring ethical standards and the statutory as well as regulatory compliances.

The Members of the NRC also agreed that the financial performance of the Company over the years is satisfactory and the Board as a whole played a great role in the development of the Company.

As per the requirements of the Act and SEBI Listing Regulations, a formal Annual Evaluation process has been carried out to evaluate the performance of the Board, the Committees of the Board, and the Individual Directors including the Chairperson.

NOMINATION AND REMUNERATION POLICY:

In adherence to the provisions of Sections 134(3(e) and 178(1) & (3) of the Act, the Board of Directors on the recommendation of the Nomination and Remuneration Committee had approved a policy on Directors appointment and remuneration. The said policy includes terms of appointment, criteria for determining qualifications and other matters. A copy of the same is available on the website of the Company at https://moneymasterscc.in/ .

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

RETIREMENT BY ROTATION:

During the year under review, the Members at the 31 st Annual General Meeting (AGM) of the Company, held pursuant to the AGM Notice dated 29 th August, 2025, based on the Scrutinizers Report dated 27 th September, 2025, Agenda Item No. 2, pertaining to the appointment of Mr. Rakesh Anil Bissa (DIN: 08748676), who retired by rotation at the AGM and being eligible, offered himself for re-appointment, was not passed by the requisite majority. Due to this Mr. Rakesh Anil Bissa (DIN: 08748676) had ceased to be director of the Company w.e.f. 25 th September 2025.

In accordance with the Act and the Articles of Association of the Company, Mrs. Durriya Hozef Darukhanawala (DIN: 00177073) is liable to retire by rotation at the ensuing 32 nd AGM and being eligible, has offered herself for re-appointment as a Director liable to retire by rotation. Accordingly, the re-appointment of Mrs. Durriya Hozef Darukhanawala (DIN: 00177073), Non-Executive, Non-Independent Director is being placed for the approval of the Members at the ensuing AGM. A brief profile of Mrs. Durriya Hozef Darukhanawala (DIN: 00177073), along with other related information forms part of the Notice convening the ensuing 32 nd AGM.

INDEPENDENT DIRECTORS

In terms of Section 149 of the Act, Mr. Javid Husain Parkar and Mr. Vijaypratap Talukdar Singh, were the Independent Directors of the Company as on 31 st March, 2026.

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board of Directors had appointed Mr. Vikrant Ponkshe (DIN: 06985597) as an Additional Director in the category of Non-Executive Independent Director of the Company with effect from 27 th May, 2026, pursuant to the provisions of Sections 149, 150, 152 and 161 of the Companies Act, 2013, read with the rules made thereunder, the Articles of Association of the Company and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Vikrant Ponkshe shall hold office as an Additional Director up to the date of the ensuing Annual General Meeting or for a period of three months from the date of his appointment, whichever is earlier. The approval of the Members is being sought at the ensuing Annual General Meeting for his appointment as a Non-Executive Independent Director of the Company for a first term of five consecutive years commencing from 27 th May, 2026 and ending on 26 th May, 2031. Upon such approval, he shall not be liable to retire by rotation during his tenure as an Independent Director.

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board of Directors appointed Mr. Vishal Suresh Agarwal (DIN: 06614483) as an Additional Director in the category of Non-Executive Independent Director of the Company with effect from 27 th July, 2026, pursuant to the provisions of Sections 149, 150, 152 and 161 of the Companies Act, 2013, read with the rules made thereunder, the Articles of Association of the Company and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Vishal Suresh Agarwal shall hold office as an Additional Director up to the date of the ensuing Annual General Meeting or for a period of three months from the date of his appointment, whichever is earlier. The approval of the Members is being sought at the ensuing Annual General Meeting for his appointment as a Non-Executive Independent Director of the Company for a first term of five consecutive years commencing from 27 th July, 2026 and ending on 26 th July, 2031. Upon such approval, he shall not be liable to retire by rotation during his tenure as an Independent Director.

The first term of five consecutive years of Mr. Vijaypratap Talukdar Singh (DIN: 09201414) as an Independent Director of the Company was completed on 28 th June, 2026. Consequently, he ceased to be an Independent Director of the Company with effect from the close of business hours on 28 th June, 2026.

In the opinion of the Board, all the Independent Directors satisfy the criteria of independence as defined under the Act, rules framed thereunder and the SEBI Listing Regulations, and that they are independent of the Management of the Company.

The Companys Independent Directors met 1 (one) time in the Financial Year 2025-26. Such meeting was conducted to enable the Independent Directors to discuss matters pertaining to the Companys affairs and put forth their views.

APPOINTMENT AND RESIGNATION OF DIRECTOR

During the year under review, the Members at the 31 st Annual General Meeting (AGM) of the Company, held pursuant to the AGM Notice dated 29 th August, 2025, based on the Scrutinizers Report dated 27 th September, 2025, Agenda Item No. 2, pertaining to the appointment of Mr. Rakesh Anil Bissa (DIN: 08748676), who retired by rotation at the AGM and being eligible, offered himself for re-appointment, was not passed by the requisite majority. Due to this Mr. Rakesh Anil Bissa (DIN: 08748676) had ceased to be director of the Company w.e.f. 25 th September 2025.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on 27 th May, 2026, approved the appointment of Mr. Vikrant Ponkshe (DIN: 06985597) as an Additional Director in the category of Non-Executive Independent Director of the Company with effect from 27 th May, 2026, pursuant to the provisions of Sections 149, 150, 152 and 161 of the Companies Act, 2013, the Articles of Association of the Company and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to Regulation 17(1C) of the SEBI Listing Regulations, Mr. Vikrant Ponkshe shall hold office as an Additional Director up to the date of the ensuing Annual General Meeting or for a period of three months from the date of his appointment, whichever is earlier. The approval of the Members is being sought at the ensuing Annual General Meeting for his appointment as a Non-Executive Independent Director of the Company for a first term of five consecutive years commencing from 27 th May, 2026 and ending on 26 th May, 2031. Upon such approval, he shall not be liable to retire by rotation during his tenure as an Independent Director.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on 27 th May, 2026, approved the appointment of Mr. Saideep Rajendrakumar Agarwal (DIN: 03301828) as an Additional Director in the category of Non-Executive, Non-Independent Director of the Company with effect from 27 th May, 2026, pursuant to the provisions of Section 161 of the Companies Act, 2013 and the Articles of Association of the Company.

Mr. Saideep Rajendrakumar Agarwal shall hold office as an Additional Director up to the date of the ensuing Annual General Meeting or for a period of three months from the date of his appointment, whichever is earlier, in accordance with Regulation 17(1C) of the SEBI Listing Regulations. The approval of the Members is being sought at the ensuing Annual General Meeting for his appointment as a Non-Executive, Non-Independent Director of the Company, liable to retire by rotation, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

The first term of five consecutive years of Mr. Vijaypratap Talukdar Singh (DIN: 09201414) as an Independent Director of the Company was completed on 28 th June, 2026. Consequently, he ceased to be an Independent Director of the Company with effect from the close of business hours on 28 th June, 2026.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on 27 th July, 2026, approved the appointment of Mr. Vishal Suresh Agarwal (DIN: 06614483) as an Additional Director in the category of Non-Executive Independent Director of the Company with effect from 27 th July, 2026, pursuant to the provisions of Sections 149, 150, 152 and 161 of the Companies Act, 2013, the Articles of Association of the Company and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to Regulation 17(1C) of the SEBI Listing Regulations, Mr. Vishal Suresh Agarwal shall hold office as an Additional Director up to the date of the ensuing Annual General Meeting or for a period of three months from the date of his appointment, whichever is earlier. The approval of the Members is being sought at the ensuing Annual General Meeting for his appointment as a Non-Executive Independent Director of the Company for a first term of five consecutive years commencing from 27 th July, 2026 and ending on 26 th July, 2031. Upon such approval, he shall not be liable to retire by rotation during his tenure as an Independent Director.

KEY MANAGERIAL PERSONNEL

Mr. Hozef Abdulhussain Darukhanawala, Managing Director, Ms. Anjum Bahar Sayed, Chief Financial Officer and Ms. Tripti Jain, Company Secretary and Compliance Officer are the key managerial personnel of the Company as on 31 st March, 2026.

BOARD AND BOARD COMMITTEES:

During the year under review, the Board met 6 (Six) times on 30 th May, 2025, 22 nd July, 2025, 12 th August, 2025, 29 th August, 2025, 31 st October, 2025 and 13 th February, 2026.

The details regarding the number of meetings attended by each Director during the year under review have been furnished in the Corporate Governance Report attached as part of this Annual Report

The Board has constituted following three Committees:

a. AUDIT COMMITTEE :

Audit Committee comprises of the following members as on 31 st March, 2026.

1. Mr. Vijaypratap Talukdar Singh-Chairperson

2. Mr. Javid Husain Parkar

3. Mrs. Durriya Darukhanawala

During the year under review the Audit Committee met 5 (Five) times on 30 th May, 2025, 12 th August, 2025, 29 th August, 2025, 31 st October, 2025 and 13 th February, 2026 and all the members have attended the said meetings.

b. NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee comprises of the following members as on 31 st March, 2026.

1. Mr. Vijaypratap Talukdar Singh--Chairperson

2. Mr. Javid Husain Parkar

3. Mrs. Durriya Darukhanawala

During the year under review the Nomination and Remuneration Committee met 2(Two) times on 30 th May 2025 and 29 th August, 2025 and all the members have attended the said meetings.

c. STAKEHOLDERS RELATIONSHIP COMMITTEE :

Stakeholder Relationship Committee comprises of the following members as on 31 st March, 2026.

1. Mr. Vijaypratap Talukdar Singh--Chairperson

2. Mr. Javid Husain Parkar

3. *Mr. Rakesh Anil Bissa

4. *Mrs. Durriya Hozef Darukhanawala

Mr. Rakesh Anil Bissa, who was liable to retire by rotation at the Annual General Meeting of the Company held on September 25, 2025, was not re-appointed by the Members. Accordingly, he ceased to be a Director of the Company and also ceased from the Stakeholders Relationship Committee with effect from September 25, 2025. Accordingly, Mrs. Durriya Hozef Darukhanawala was appointed as member of the Committee by way of circular resolution w.e.f. 29 th September,2025 by the Board of Directors of the Company.

During the year under review the Stakeholders Relationship Committee met 1 (One) time on 29 th August, 2025 and all the members have attended the said meetings.

PARTICULARS OF EMPLOYEES:

Disclosures of the ratio of the remuneration of each director to the median employees remuneration and other details as required pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure I .

Employees details as on the closure of financial year:

The details of employees engaged with the Company as of 31 st March, 2026, are provided below

Category of Employee	Number of Employees
Female	3
Male	3
Transgender	-

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:

The Company is committed to fostering a supportive and inclusive work environment by undertaking various initiatives aimed at helping expectant mothers maintain a healthy work-life balance. Through these efforts, the Company seeks to empower women in both their personal and professional journeys. Further, the Company affirms its compliance with the provisions of the Maternity Benefit Act, 1961.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company is registered Non-Banking Financial Company (NBFC) and therefore the provision related to loans and investments u/s 186 of the Act is not applicable.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is not required to develop and implement any Corporate Social Responsibility initiatives as the said provisions are not applicable.

RELATED PARTY TRANSACTIONS:

During the financial year 2025-26, your Company has executed transactions with related parties as defined under Section 2(76) of the Act read with Companies (Specification of Definitions Details) Rules, 2014 which were in ordinary course of business and arms length basis. During the financial year 2025-26, there were no transactions with related parties which qualify as material transactions under the SEBI Listing Regulations and applicable Act.

Your Company has framed a Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available in the Companys weblink at https://www.moneymasterscc.in/ .

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

ANNUAL RETURN:

In accordance with the requirements of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in the prescribed format proposed to be submitted to the Registrar of Companies for the financial year ended 31 st March, 2026 is available in the Companys weblink at https://www.moneymasterscc.in/ .

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as below:

Energy Conservation: Company working in such business segment which does not require it to take steps for energy conservation.

Technology Absorption : company working in such business segment which does not require to take steps for Technology Absorption.

Foreign Exchange Earnings and Outgo : During the period under review there was no foreign exchange earnings or out flow.

REPORT ON CORPORATE GOVERNANCE:

The company has complied with all the mandatory requirements of Corporate Governance specified by the Securities and Exchange Board of India through Part C of Schedule V of SEBI Listing Regulations. As required by the said Clause, a separate report on Corporate Governance forms part of the Annual Report of the Company.

A certificate from the Managing Director and Chief Financial Officer on compliance with Part B of Schedule II of SEBI Listing Regulations forms part of the Corporate Governance Report. Further, a certificate from M/s. HRU

& Associates., Practicing Company Secretaries regarding compliance with the conditions of Corporate Governance pursuant to Part E of Schedule V of SEBI Listing Regulations is Annexed to the Corporate Governance Report as Annexure II.

Copies of various policies adopted by the Company are available on the website of the Company at https://moneymasterscc.in/ .

MANAGEMENT DISCUSSION & ANALYSIS:

In terms of Regulation 34 of SEBI Listing Regulations, a review of the performance of the Company is provided in the Management Discussion & Analysis section, which forms part of this Annual Report as Annexure III.

STATUTORY AUDITORS:

M/s. PSV Jain & Associates, Chartered Accountants (Firm Registration No. 131505W), Mumbai, were appointed as the Statutory Auditors of the Company by the Members at the 30 th Annual General Meeting of the Company for a term of five consecutive years commencing from the conclusion of the 30 th Annual General Meeting until the conclusion of the 35 th Annual General Meeting.

M/s. PSV Jain & Associates, Chartered Accountants, have conducted the audit of the financial statements of the Company for the financial year ended 31 st March, 2026. The Statutory Auditors Report forms part of the Annual Report.

The Board of Directors places on record its appreciation for the services rendered by M/s. PSV Jain & Associates, Chartered Accountants, during the financial year.

M/s. P S V Jain & Associates have confirmed their eligibility to be appointed as Statutory Auditors under Section 141 of the Act, and have also confirmed compliance with the RBI Guidelines.

AUDITORS OBSERVATION & REPORT:

There are no qualifications, reservation or adverse remark made by the Statutory Auditor in their report.

Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Report of Secretarial Auditor for FY 2025-26 is annexed to this report as Annexure IV.

There are no audit qualifications, reservations, disclaimers, or adverse remarks in the said Secretarial Audit Report. However, there is one observation for which the responses from the management is stated as below.

BOARDS REPLY OF THE COMMENTS IN THE SECRETARIAL AUDIT REPORT:

The Company has not appointed internal auditor	The Company is in process of finalizing the internal
for the financial year under review as per the	auditor.
provision of the Companies Act, 2013.

FRAUD REPORTED BY AUDITORS:

During the year under review, neither the Statutory Auditor nor Secretarial Auditor have reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee of the Board and the Board of Directors under Section 143 of the Act, details of which need to be mentioned in this report.

MAINTENANCE OF COST RECORDS AND COST AUDIT:

The Company being Non-Banking Finance Company, maintenance of cost records as prescribed under subsection (1) of section 148 of the Act and Cost Audit are not applicable to the Company.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

The Company has a Vigil Mechanism in place to deal with instances of fraud and mismanagement if any. The mechanism also provides for adequate safeguards against victimization of Directors and Employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee of the Board in exceptional cases. The Company also provides direct access to the Chairperson of the Audit Committee on reporting issues concerning the interests of employees and the Company. The said Policy, covering all employees, Directors, and other people having an association with the Company, is hosted on the Companys website at https://moneymasterscc.in/ .

We affirm that during the financial year 2025-26, no Employees or Directors were denied access to the Audit Committee.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

During the year under review, no applications were filed against the Company by any financial or operational creditors.

SECRETARIAL STANDARDS:

During the year under review, your Company has complied with the Secretarial Standards, issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs, in terms of Section 118(10) of the Act.

ACKNOWLEDGEMENTS:

The Board of Directors wish to acknowledge the continued support and co-operation extended by the Securities and Exchange Board of India, Reserve Bank of India, Stock Exchange, Ministry of Corporate Affairs, other government authorities, Bankers, customers and other stakeholders for their support and guidance.

Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company at all the levels.

The Board is also indebted to the RBI, and other regulatory authorities, various financial institutions, Banks for their valuable support and guidance to the company from time to time.

On behalf of Board of Directors of
Money Masters Leasing & Finance Limited

Hozef Darukhanawala	Durriya Darukhanawala
Managing Director	Director
DIN: 00177029	DIN: 00177073
Date: 27 th July, 2026	Date: 27 th July, 2026
Place: Mumbai	Place: Mumbai