Moneyboxx Finance Ltd Directors Report

Directors Report

The Directors of your Company are pleased to present the 31st Annual Report of Moneyboxx Finance Limited on the business and operations of your Company along with the Audited Financial Statements of the Company for the Financial Year ended 31st March 2025. ("Financial Year under review")

financial highlights

The summary of Companys financial performance for FY 2025 as compared to the FY 2024 is given below: -

		(Rs. in Lakhs)
particulars	31-Mar-25	31-Mar-24
Revenue from Operations	19,894.47	12,769.36
Other Income	28.22	27.03
Profit/loss before Depreciation, Finance Costs, Comprehensive items and Tax Expense	7,397.43	5,671.78
Less: Depreciation, amortization and impairment	770.82	334.57
Profit/Loss before Finance Costs, Comprehensive items, and Tax Expense	6,626.61	5,337.21
Less: Finance Cost	6,330.87	4,281.36
Profit/Loss before Comprehensive items and Tax Expense	295.74	1,055.85
Less: Tax Expense (Current & Deferred)	170.84	141.78
Profit/loss for the year (1)	124.9	914.07
Add/(less): Comprehensive items	(11.45)	(17.59)
Total Comprehensive Income for the year	113.45	896.48
Retained earnings as at the beginning of the year	(978.28)	(1,691.95)
Retained earnings before appropriations	(864.83)	(795.47)
Appropriations
Less: Transfer to reserve fund u/s 45-IC (1) of the RBI Act, 1934	(24.98)	(182.81)
Less: Dividend paid on Equity Shares	-	-
Less: Other Appropriation	-	-
Retained earnings at the end of the year	(889.24)	(978.28)
Earnings per share (Face value of Rs.10/-)
- Basic (Rs.)	0.39	3.45
- Diluted (Rs.)	0.39	3.4

INDIAN ACCOUNTING STANDARDS (IND-AS)

The financial statements for the financial year ended 31st March 2025, forming part of this Annual Report, have been prepared in accordance with the provisions of Companies (Indian Accounting Standard) Rules, 2015 (‘Ind AS) in terms of Section 133 of the Companies Act, 2013 (‘the Act) and other relevant provisions of the Master Direction-Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulations) Directions, 2023 (‘RBI Scale Based Regulations), as amended from time to time.

PERFORMANCE HIGHLIGHTS OF FY 2025

The total income for the financial year under review stood at Rs.19,922.69 lakhs, reflecting a robust growth of 55.69% compared to Rs.12,796.39 lakhs in the previous year.

The Assets Under Management (AUM) of the Company stood at Rs.927 Crore as on March 3 1, 2025, as compared to Rs.730 Crore representing growth of 27% as compared to March 31,2024. The Company net profit declined to Rs.1.25 Crore in FY25 from Rs.9.14 Crore in FY24 due to increase in credit cost in current financial year.

During the year under review, the Company has disbursed loans of Rs.595 Crore as against Rs.665 Crore during the previous year. The Company expanded its operations to 163 branches across 12 states as of March 25 compared to 100 branches in 8 states in last year. Geographic and product diversification further improved during the financial year with entry into the states of Andhra Pradesh, Karnataka, Telangana, and Tamil Nadu, and an increased share of secured lending which grew from 24% of AUM at FY24-end to 42% at FY25-end.

FUND RAISED DURING 2024-25

During the financial year, the Company significantly strengthened and diversified its funding base by onboarding 9 new lenders this year, bringing the total to 33 as of March 31,2025. These additions include prominent banks and NBFCs such as RBL Bank, Nabkisan Finance Limited, Suryoday Small Finance Bank, Indian Overseas

Bank, Poonawalla Fincorp, Shriram Finance, Bajaj Finance Limited, AK Capital, and inCred, This expanded lender network, coupled with resource mobilization through securitization transactions and the issuance of Non-Convertible Debentures (NCDs), enabled the Company to enhance funding diversity and reduce its overall borrowing costs. The cost of incremental borrowing stood at 12.3% during FY25, indicating improved funding efficiency.

As on March 31,2025, the Company is backed by a strong network of 33 lenders, including 12 leading banks, underscoring its growing credibility and trust within the financial ecosystem in FY25, the Company raised a total of Rs.494 crore (including NCDs), in line with its business growth trajectory. Out of this, Rs.185 crore was mobilized through the issue and allotment of NCDs during the year,

The continued support from existing lenders and the onboarding of new partners reaffirm the lenders confidence in the Companys Managements capability to deliver sustained performance,

NON-CONVERTIBLE DEBENTURES

During the financial year ended March 31, 2025, the Company successfully raised Rs.185 crore through the issuance and allotment of Non-Convertible Debentures (NCDs) by private placement. The Company ensured full compliance with the applicable provisions of the RBI Master Directions and SEBI (Issue and Listing of NonConvertible Securities) Regulations, 2021 governing such issuances,

The Company has consistently met its financial obligations by paying interest and redeeming principal amounts on Non-Convertible Debentures (NCDs) as per the respective term sheets, without any delays or defaults, in accordance with the Ministry of Corporate Affairs (MCA) Notification dated August 16, 2019, the Company is not required to maintain a Debenture Redemption Reserve for privately placed NCDs.

The Company maintains sufficient liquidity buffer to fulfil its obligations arising out of issue of debentures, The Company being an NBFC, is exempt from transferring any amount to debenture redemption reserve in respect of privately placed or public issue of debentures, as per the provisions of the Companies Act, 2013 and relevant rules framed thereunder, in respect of secured listed non-convertible debt securities, the Company maintains 100% security cover or higher security cover as per the terms of information Memorandum, General information Document ("GID"), Key information Document ("KID"), as the case may be and/or Debenture Trust Deed, sufficient to discharge the liability towards principal amount and interest thereon,

CAPITAL ADEQUACY

As of March 31, 2025, the Company reported a Capital Adequacy Ratio (CAR) of 29.25%, significantly exceeding the Reserve Bank of Indias minimum regulatory requirement of 15%. This reflects the Companys strong capital position and prudent financial management.

dividend

In line with its strategy to preserve resources and strengthen its financial position, the Board of Directors did not recommend any dividend for the financial year under review.

TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

Since no dividend has been declared over the past seven years, including the year under review, there is no requirement to transfer any amount to the IEPF for the current financial year.

APPROPRIATIONS

As required u/s 45-IC (1) of Reserve Bank of India (‘RBI) Act, 1934, non-banking financial companies (‘NBFCs) are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend, Accordingly, the Company has transferred a sum of Rs.24.98 lakhs to its reserve fund.

share capital

The Authorised Share Capital of your Company stood at Rs.40,00,00,000/- (Rupees Forty Crore Only) (4,00,00,000 equity shares of Rs.10/- each) and the Issued, Subscribed and Paid-up Equity Share Capital of the Company stood at Rs.32,65,09,000 (Rupees Thirty-Two Crore Sixty-Five Lakh & Nine Thousand only) divided into 3,26,50,900 Equity shares of Rs.10/- each as on March 31,2025.

During the year under review, the Company issued and allotted equity shares through both preferential allotment and under its Employee Stock Option Plan (ESOP).

The details of changes in the equity share capital during the year are as follows;

- Allotment of Equity Shares under Employee Stock Option Plan of the Company on May 03, 2024

The Company has issued and allotted 66,475 equity shares under Employee Stock Option Plan of the Company, as a result paid-up share capital of the Company has been increased from Rs.30,49,16,360 divided into 3,04,91,636 equity shares of Rs.10/- each to Rs.30,55,81,110 divided into 3,05,58,111 equity shares of Rs.10/- each.

- Funds raised through Preferential Issue on September 13, 2024:

The Company has issued and allotted 20,79,589 equity shares as a result of which, the Paid-up share capital of the Company increased from Rs.30,55,81,110 divided into 3,05,58,111 equity shares of Rs.10/- each to Rs.32,63,77,000 divided into 3,26,37,700 equity shares of Rs.10/- each.

- Allotment of Equity Shares under Employee Stock Option Plan of the Company on January 30, 2025

The Company has issued and allotted 13,200 Equity Shares under Employee Stock Option Plan of the Company as a result paid-up share capital of the Company increased from Rs.32,63,77,000 divided into 3,26,37,700 equity shares of Rs.10/- each to Rs.32,65,09,000 divided into 3,26,50,900 equity shares of Rs.10/- each.

LISTING ON STOCK EXCHANGE

The Equity Shares of the Company are listed on the BSE Limited. The annual listing fee as applicable for the financial year 2024-25 has been paid within the prescribed time to BSE, where the securities of the Company are listed. Further, the Company has paid Annual Listing Fee to the above Stock Exchange for the financial year 2025-26 in advance, as required under Listing Regulations.

Pursuant to the approval of the Board of Directors, the Company has filed an application with the National Stock Exchange of India Limited (NSE) for the listing of its equity shares. The listing application is under process. The Company is actively engaged in fulfilling the necessary regulatory and procedural requirements to facilitate the approval.

CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of Companys business or operations during the financial year under review.

REGULATORY COMPLIANCES

Reserve Bank of India ("RBI") notified Scale Based regulations ("SBR ") on 22nd October 2021. RBI has categorised MoneyBoxx Finance Limited as NBFC-Base Layer as on March 31, 2025. The Company has always endeavoured to maintain the highest standards of compliance within the organisation and shall continue to do so going ahead. The Company continues to comply with all the applicable laws, regulations, guidelines etc. prescribed by the RBI, from time to time.

The Board of Directors have framed various policies as applicable to the Company under the said regulations. Further, the Board periodically reviews the policies and approves amendments as and when necessary.

STATE OF COMPANYS AFFAIRS

The state of the Companys affairs has been duly presented in the Management and Discussion Analysis Report forming part of the Integrated Annual Report.

MATERIAL CHANGES AND COMMITMENT, IF ANY AFFECTING THE FINANCIAL POSITION

No specific material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year under review and the date of this Report.

CORPORATE SOCIAL RESPONSIBILITY

As per section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee. With respect to the same, the Company has duly constituted the CSR Committee in FY 2025 comprising two Executive Directors and one Independent Director.

Further, the details with respect to composition of the CSR Committee, terms of reference of the committee and the details of meetings attended by the Committee members are provided in the Rs.Corporate Governance Report that forms part of this Annual Report. Further, during the year under review, the Company was not required to spend any amount on the CSR activities as per section 135 of the Companies Act, 2013.

The Company has detailed CSR policy in place which is available on the website of the company at www.moneyboxxfinance.com

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

MONEYBOXX FOUNDATION

Moneyboxx Foundation, a wholly owned subsidiary of Moneyboxx Finance Limited, was incorporated on May 25, 2023, under Section 8 of the Companies Act as a non-profit organization. It serves as the dedicated implementation arm for the Companys Corporate Social Responsibility (CSR) initiatives. The formation of the Foundation reflects the Companys long-term commitment to structured and impactful social development.

Whereas the Foundation is currently in the process of meeting the necessary eligibility criteria as prescribed under applicable laws and regulations, it is poised to play a pivotal role in planning, managing, and monitoring CSR activities in alignment with the Companys values and statutory obligations. This will ensure greater transparency, accountability, and effectiveness in delivering social value. A report on the performance and financials of Moneyboxx Foundation is provided in Form AOC-1, attached as Annexure A to this Annual Report.

The financial statements of the subsidiary company are also available in a downloadable format under the Investor Relations section on the Companys website at https://moneyboxxfinance.com/files/ disclosures-under-regulation-46/1755867565.pdf.

The Company has no associates joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

CREDIT RATING

The credit rating of the securities/ instruments/ loans, credit facilities and other borrowings of the Company as on March 31, 2025, was as follows:

Name of Credit Agency	Securities/Instruments/Loans, Credit facilities and other Borrowings	Ratings
crisil	Non- Convertible Debentures	Crisil BBB/ Stable
	Bank loans	Crisil BBB/ Stable
India Ratings & Research Private Limited	Non- Convertible Debentures	Ind BBB/ Stable
	Bank loans	Ind BBB/ Stable
	Pass Through Certificates	IND A-(SO)/ Stable

DIRECTORS AND KMP

Changes during the year under review in the Directors and KMP Category:

As on March 31,2025, the Company has seven directors comprising three independent Directors, including one Woman Director in terms of SEBI Listing Regulations, two non-executive directors and two Executive Directors with an optimum combination of Executive and NonExecutive Directors. The details are as follows:

S. No.	Name of Director	Designation
1.	Mr. Uma Shankar Paliwal (DIN-06907963)	Independent Director
2.	Ms. Ratna Dharashree Vishwanathan (DIN-07278291)	Independent Director
3.	Mr. Shantanu Chandrakant Pendsey (DIN-10860833)*	Independent Director
4.	Mr. Deepak Aggarwal (DIN-03140334)	Whole-time Director, Co-CEO & CFO (KMP)
5.	Mr. Mayur Modi (DIN-08021679)	Whole-time Director, Co-CEO & COO (KMP)
6.	Mr. Govind Gupta (DIN-00065603)	Non-Executive Director
7.	Mr. Atul Garg (DIN-07093376)	Non-Executive Director

*Mr. Shantanu Pendsey (DIN: 10860833) has been appointed as a Non-Executive, Independent Director on the Board of the Company for a tenure of three years effective from December 20, 2024, as approved by the members of the Company by a Special Resolution passed by way of postal ballot dated 16^th March 2025.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) and 149(7) of the Act along with Rules framed thereunder and Regulation 16(1) (b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than receipt of sitting fees and reimbursement of expenses, if any as per the terms of appointment.

Your Board wishes to place on record, its sincere appreciation for the contributions made by these Directors on the Board and on various Committees of the Board.

Directors of the Company:

In terms of section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered with the databank maintained by the Indian institute of Corporate Affairs.

In terms of Rule 8(5) of Companies (Accounts) Rules, 2014, the Board is of the opinion that independent directors are persons of integrity, expertise, and proficiency to serve the Company as independent directors strengthening the overall composition of the Board.

Fit and Proper and Non-Disqualification Declaration by Directors:

All the Directors of the Company have confirmed that they satisfy the Rs.fit and proper criteria as prescribed by RBI, and that they are not disqualified from being appointed /continue as Director in terms of Section 164(1) and (2) of the Act.

Director retiring by rotation:

In accordance with the requirements of section 152(6)(c) of the Companies Act, 2013, Mr. Govind Gupta (DIN: 00065603), Director retires by rotation from the Board of Directors and, being eligible, offers himself for re-appointment. Brief resume and other details of Mr. Govind Gupta, who is proposed to be re-appointed as a Director of the Company have been furnished, with the explanatory statement to the notice of the ensuing Annual General Meeting.

The Board recommends the re-appointment of Mr. Govind Gupta (DIN: 00065603), as Director of the Company retiring by rotation.

Key Managerial Personnel:

The following persons were designated as the Key Managerial Personnel ("KMP") of your Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as on 31st March 2025:

I. Mr. Mayur Modi	Co-CEO, COO & Whole-time Director
2. Mr. Deepak Aggarwal	Co-CEO, CFO & Whole-time Director
3. Mr. Lalit Sharma	Company Secretary & Compliance Officer

During the period under review, Mr. Semant Juneja had resigned from the position of Company Secretary & Compliance Officer designated as KMP of the company, effective from November 30, 2024 due to personal reason and pursuant to the provision of Section 203 read with applicable rules and Regulation 6 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and applicable provisions of Reserve Bank of India, on the recommendation of Nomination & Remuneration Committee, Mr, Lalit Sharma was appointed as Company Secretary & Compliance Officer designated as KMP of the Company effective from December 02, 2024.

MEETINGS OF THE BOARD

The Board of Directors plays an active role in shaping the Companys strategic direction by formulating key business and operational policies, and by deliberating on matters related to strategy, financial and investment performance, and key business risks. Board meetings are conducted in accordance with well-defined procedures and governance standards. All meetings of the Board and its Committees were held in full compliance with the regulatory requirements prescribed under applicable laws and regulations.

The members of the Board have access to all information about the company. As and when required, members of Senior Management team are invited to attend the Board and Committee meetings to provide additional input on the subjects being discussed.

The Board of Directors of the Company met six times during the financial year 2024-25. The meeting details are provided in the Corporate Governance Report that forms part of this Annual Report.

Meetings of Independent Directors

The Independent Directors met once during the year under review, on March 28, 2025. The meeting was conducted without presence of the Whole-time Director(s), the Non-Executive NonIndependent Directors or Chief Financial Officer to enable the Independent Directors to discuss matters pertaining to, inter-alia, review of performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairman of the Board Meetings, assess the quality, quantity and timeliness of flow of information between the Company management & the Board and its Committees and free flow discussion on any matter that is necessary for the Board to effectively and reasonably perform their duties.

Familiarization Program for Independent Directors

The Independent Directors are regularly informed during meetings of the Board and Committees on the business strategy, industry updates and regulatory matters, business, financial matters and management strategy, policies and code of conduct, responsibilities that they are appointed thereon and propose corrective measures as and when required.The familiarization program is available on the website of the Company at www.moneyboxxfinance.com

STATUTORY COMMITTEES OF THE BOARD

In Compliance with the Statutory requirement(s), the Board has the following Committee(s):

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

4. Corporate Social Responsibility (CSR) Committee

5. Risk Management Committee

6. Asset Liability Management Committee

The composition and terms of reference of the committees of the Board of the Company is in line with the provisions of the Companies Act 2013, the SEBI Listing Regulations and the RBI Master Directions. Details of the composition of all the committees of the Board, along with their terms of reference, number of meetings held during financial year 2024-25 and attendance of the members there at, are given at length in the Corporate Governance Report which forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section I34(3)(c) and Section 134(5) of the Act the Directors hereby confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) they 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 & loss of the Company for that period;

iii) proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis;

v) internal financial controls are followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

In compliance with the provision of section 178 of the Companies Act, 2013, the Board has on the recommendation of the Nomination & Remuneration Committee of the Company, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management, and their remuneration.

The policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of section 178 of the Companies Act, 2013 is available on our website at www.moneyboxxfinance.com

Your Company also affirms that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

AUDIT COMMITTEE

As on March 31, 2025, the Audit Committee of the Company comprises of the following Directors: Mr. Uma Shankar Paliwal, Independent director (Chairperson), Ms. Ratna Dharashree Vishwanathan Independent Director, (Member) and Mr. Govind Gupta, Non-executive Director, (Member).

All the members of the Committee are Non-Executive Directors and possess strong accounting and financial management knowledge. The Company Secretary of the Company is the Secretary of the Committee.

All the recommendations of the Audit Committee were duly accepted by the Board in the financial year.

The brief terms of reference, number of meetings and attendance record of members for FY25 are given in the Corporate Governance Report.

ANNUAL EVALUATION OF BOARDS PERFORMANCE

Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, the Board committees and individual director. The evaluation was based on the criteria and questionnaire framed by the Company. The questionnaires were circulated online and feedback received from the directors was discussed and reviewed by the Independent Directors, members of the Nomination and remuneration Committee ("NRC") at their respective meetings.

The performance evaluation of individual directors including the chairperson of the meetings, inter alia, was done based on the criteria such as professional conduct, roles and functions, discharge of duties, their contribution to Board/committees/senior management, preparedness on the issues to be discussed, contribution to the decision making, etc.The evaluation process endorsed confidence in the ethical standards of the Company, the cohesiveness that exists amongst them, the two-way candid communication between the Board and the management and the openness of the management in sharing strategic information to enable the Board members to discharge their responsibilities effectively.

The Directors expressed their satisfaction with the evaluation process. Further, the evaluation process confirms that the Board and its Committees continue to operate effectively and the performance of the Directors is satisfactory.

EMPLOYEE STOCK OPTION PLAN

Employee Stock Options have been recognized as an effective instrument to attract talent and align the interest of employees with that of the Company, thereby providing an opportunity to the employees to share in the growth of the Company and to create long-term wealth in the hands of employees.

Pursuant to this, the Company has formulated MFL Employee Stock Option Plan 2021" approved by Shareholders in an Extra Ordinary General Meeting held on December 27, 2021, in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2021. Further, the scheme was amended on September 25, 2024 by members, where in the ESOP Pool was increased to 15,00,000 options from the previously approved 10,00,000 options. The eligibility of employees to receive grants under the Plan has to be decided by the Nomination and Remuneration Committee (NRC) from time to time upon recommendation of Management of the Company. Vesting of the options shall take place in the manner determined by NRC at the time of grant provided the vesting period in line with the MFL Employee Stock Option Plan 2021.

Vesting of options shall be subject to the condition that the Grantee shall be in continuous employment with the Company and such other conditions as provided under the MFL Employee Stock Option Plan 2021. The exercise price of each grant is determined by NRC at the time of grant. Presently, stock options have been granted under the MFL Employee Stock Option Plan 2021.

Pursuant to Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2013, following are the details of grant under the MFL Employee Stock Option Plan 2021 as on March 31,2025:

S.no.	1	2	3	4	5
Date of grant	1-Mar-22	10-Aug-22	10-Aug-22	9-Feb-24	9-Feb-24
Options granted	3,25,400	90,700	1,40,000	4,49,600	42,000
Options vested	1,99,925	31,675	1,40,000	89,975	21,000
Options exercised	1,39,375	28,575	0	0	0
Vesting Period	4 years	4 years	2 years	4 years	2 years

 

S.no,	1	2	3	4	5
Total number of shares arising as a result of exercise of options	1,39,375	28,575	0	0	0
Options lapsed as on March 31,2025	67,625	38,225	0	93,300	0
Exercise Price	95	115	115	172	172
Variation of terms of options	N.A.	N.A.	N.A.	N.A.	N.A.
Money realized by exercise of	1,32,40,625	3286125	Nil	Nil	Nil
options
Total no. of options in force	1,18,400	23,900	1,40,000	3,56,300	42,000

 

Employees wise details of options granted to:	(i) KMP: Mr. Semant Juneja*: 10,000 options.
	(ii) Any other employee who received options amounting to 5% or more (during FY 25): Nil
	(iii) Identified employees who were granted options equal to or exceeding one percent of issued capital: N.A.

*Mr. Semant Juneja resigned from the position of Company Secretary (KMP) w.e.f. November 30, 2024, due to personal reasons.

Further, the Disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 has been hosted on the Companys website at the link: www.moneyboxxfinance.com.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and General Meetings and that such systems are adequate and operating effectively.

DEPOSITS

The Company being a Base layer Non-Banking Financial Company has neither invited nor accepted any public deposits during the financial year ended March 31,2025, and shall not accept any public deposits during the financial year 2025-26 without the prior written approval of the Reserve Bank of India ("RBI").

As per the requisite provisions of the Master Direction - NonBanking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 issued by RBI, a resolution in this regard was passed by the Board on April 28, 2025.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis ("MDA") Report gives details of the overall industry structure, developments, performance and state of affairs of the Companys business and other material developments during the Financial Year. The MDA report forms an integral part of this Annual Report.

PARTICULAR OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and annexed herewith as "Annexure-B" to this Report.

Details of top ten employees in terms of the remuneration and employees in receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, containing details prescribed under rule 5(3) of the said Rules, which form part of this Report, will be made available for inspection at the time of AGM or on the request of such shareholder, as per provisions of section 136(1) of the Act.

HUMAN RESOURCES

Employees form the cornerstone of any successful organization, and at Moneyboxx, the Human Resources (HR) function plays a pivotal role in fostering a positive work culture, enhancing employee engagement, and driving productivity. The HR team leads initiatives focused on organizational development, employee well-being, and personal growth.

At Moneyboxx, the HR department actively cultivates a culture rooted in integrity, honesty, and continuous learning, while upholding the principles of equality and zero tolerance for harassment. The Company is committed to providing a respectful, inclusive, and secure work environment, offering employees meaningful career opportunities rather than just jobs-built on trust, transparency, and mutual respect.

We believe that a sense of purpose, connection with leadership, and belonging are essential to creating meaning at work. In line with this philosophy, the Company facilitated interactive sessions during the year to strengthen employee engagement and share insights into the Companys long-term vision and growth journey, aligning it with individual career development.

CORPORATE GOVERNANCE

A separate section titled Rs.Corporate Governance Report has been included in this Annual Report pursuant to SEBI Listing Regulations, along with this, the certificate from the Secretarial Auditors of the Company confirming the compliance with regulations of corporate governance under the SEBI Listing Regulations is annexed to the Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place aVigil Mechanism (Whistle Blower Policy) for directors and employees to report genuine concerns.The Policy provides for adequate safeguards against victimization of directors or employees or any other person who avails the mechanism.

The Whistle Blower Policy provides employees and other stakeholders a platform to communicate instances of fraud/ misconducts that they have come across. in terms of the Policy, any person including employees, customers and vendors may report malpractice, actual or suspected fraud, violations of the companys code of conduct or any other act with an intention of unethical personal gain that may cause damage to the company or its employee.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established adequate internal financial controls with reference to its financial statements, ensuring accuracy, reliability, and compliance with applicable accounting standards and regulatory requirements.

The controls comprise of policies and procedures for ensuring orderly and efficient conduct of the Companys business, including adherence to its policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

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 external consultants and the reviews performed by management and the relevant board committees, including the audit committee.

The Board is of the opinion that the Companys internal financial controls are adequate and effective during the financial year 2024-25.

AUDIT AND AUDITORS

a) Statutory Auditor

The shareholders of the Company in the 30th Annual General Meeting ("AGM"), approved the re-appointment of M/s. Gaur & Associates, Chartered Accountants (Firm Registration No. 005354C), as the Statutory Auditors, for a period of five (5) years i.e., from the conclusion of the 30th AGM till the conclusion of 35th AGM of the Company. M/s. Gaur & Associates, Chartered Accountants, Statutory Auditors of the Company, have conducted the statutory audit for the financial year 2024-25.

During the year under review, the Statutory Auditors did not have any matter requiring reporting under Section 143 (12) of the Act. Therefore, there is no reporting disclosure required under Section 134 (3) of the Act.

The Statutory Auditors Report does not contain any qualifications, observations or adverse comments.

The Satutory Auditors have confirmed that they continue to satisfy the eligibility norms and independence criteria as prescribed by Companies Act, 2013.

b) Secretarial Auditor

M/s Shashank Pashine & Associates, Practising Company Secretaries, having Membership No. F11665 and CP. No. 21229 was appointed as the Secretarial Auditor for conducting the Secretarial Audit of the Company for the Financial Year 2024-25 in accordance with the provisions of Section 204 of the Act read with the Rules framed thereunder. Pursuant to the provisions of Section 204 (1) of the Act, the Secretarial Audit Report for the Financial Year 2024-25 issued by M/s Shashank Pashine & Associates is annexed to this report as "Annexure-C" and forms an integral part of this Report.

The Secretarial Audit Report for the year 2024-25 is unmodified, does not contain any qualification, reservation or adverse remark or disclaimer by the Secretarial Auditor.

Pursuant to the amended Regulation 24A of the Listing Regulations, shareholders approval is required for appointment of Secretarial Auditors Accordingly, the Board of Directors at its meeting held on August 18, 2025, subject to approval of members at the ensuing 31st AGM, approved the appointment of M/s. Shashank Pashine & Associates, Practising Company Secretaries (Firm Registration No. S2018DE639400), for a first term of 5 (five) consecutive years beginning from Financial Year 2025-26 i.e. from the 31st AGM till the conclusion of the 36th AGM.

c) Cost Audit

The provisions of section 148 read with the Cost Audit Rules and Cost Audit is not applicable to the Company. Company is not required to maintain cost records as per sub-section (1) of Section 148 of the Act & Rule 5(ix) of the Companies (Accounts) Rules, 2014.

d) internal Audit

The Company has established adequate internal audit mechanism established to ensure effective monitoring and evaluation of internal controls. The internal Audit function operating independently under the oversight of the Audit Committee of the Board, gives objective assurance to the Board on Companys internal control processes, risk management and governance systems and processes. The internal Audit function is adequately staffed with skilled personnel.

ANNUAL RETURN

In accordance with the requirements under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 and the applicable rules, the Annual Return as on March 31, 2025 is available on the website of the Company at www.moneyboxxfinance.com.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The loans made, guarantee given, or security provided in the ordinary course of business by a NBFC registered with the Reserve Bank of India are exempt from the applicability of the provisions of Section 186 of the Act. Accordingly, the particulars of loans and guarantees have not been disclosed In this Report.

RELATED PARTY TRANSACTIONS

Pursuant to section 177 of the Companies Act, 2013 and regulation 23 of SEBI Listing Regulations, all Related Party Transactions were placed before the Audit Committee during the year under review and these transactions were reviewed by the Committee. Details of transactions with related parties during the year under review are provided in the notes on the financial statements. All related party transactions during the year were conducted at arms length and were in the ordinary course of business.

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for the financial year 2024-25 and hence does not form part of this Report. There has been no material related party transactions In the Company for the financial year 2024-25.

Further, the Directors draw attention of the members to note no. 37 of the Notes to the Financial Statements which set out related party transactions.

The Policy on Related Party Transactions as approved by the Board Is uploaded on the Companys website and can be accessed at www. moneyboxxfinance.com

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO

Information relating to Conservation of Energy and Technology Absorption

As the Company is engaged in the financial services activities, its operations are not energy intensive nor does it require adoption of specific technology and hence information in terms of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is not applicable to the Company.

The Company Is vigilant on the need for conservation of energy and has taken adequate measures for conservation of energy and usage of alternative sources of energy, wherever required. The Company has been In the forefront In Implementing latest Information technology and tools towards enhancing stakeholders convenience.

Foreign exchange earnings and Outgo

The Company did not enter Into any foreign currency transactions In the current year and previous year.

RISK MANAGEMENT

Risk management Is a critical component of the Companys operations, especially given Its role as a lending Institution exposed to various financial and operational risks. The Company has implemented a comprehensive risk management framework that operates across multiple levels, ensuring that all risks are identified, assessed, and mitigated through structured analysis and informed decision-making. This framework is supported by regular monitoring, internal controls, self-assessments, and tracking of key risk indicators.

In accordance with the RBIs Master Direction - Non-Banking Financial Company - Scale Based Regulation, 2023, the Company has constituted a Board-level Risk Management Committee. This Committee, along with the Asset Liability Committee, oversees the identification and management of risks that may potentially impact the Companys sustainability and performance. The Board periodically reviews and updates risk-related policies to ensure alignment with evolving regulatory expectations and business needs.

reporting of frauds by auditors

During the year under review, none of the auditors (Statutory, Secretarial and Internal auditor) have reported to the Audit Committee or the Board, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned In the Boards Report.

Further, RBI vide Master Directions on Fraud Risk Management in Non-Banking Financial Companies (NBFCs) dated 15 July 2024, has amended the fraud monitoring framework for NBFCs. In terms of the same, the Company has constituted a Committee of Executive (CoE) with three members including one Whole-time director for Monitoring and follow up of cases of fraud" (hereinafter referred as Rs.FMC).

The Committee, Inter alia, will oversee the effectiveness of fraud risk management and review and monitor cases of frauds, Including root cause analysis and suggest mitigating measures for strengthening the Internal controls, risk management framework and minimising the Incidence of fraud.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement to include a Business Responsibility and Sustainability Report (BRSR) as part of the Annual Report applies only to the top 1,000 listed entities based on market capitalization.

As per the applicable criteria, BRSR reporting is not applicable to your Company for the financial year 2024-25.

However, In alignment with the spirit of responsible business practices, your Company has voluntarily undertaken and documented various initiatives across key environmental, social, and governance (ESG) parameters. These efforts reflect our commitment to sustainability, ethical governance, and stakeholder well-being, even though formal BRSR reporting is not mandated.

INFORMATION TECHNOLOGY, GOVERNANCE AND CYBER SECURITY

The Reserve Bank of India (RBI) has issued the Master Direction on information Technology Governance, Risk, Controls and Assurance Practices, effective from April 1, 2024, applicable to specific categories of regulated entities including Scheduled Commercial Banks (excluding Regional Rural Banks), Small Finance Banks, Payments Banks, and Non-Banking Financial Companies (NBFCs) falling under the Top, Upper, and Middle Layers as per the Scale-Based Regulation (SBR) framework.

As of now, this Direction is not applicable to our Company, since we do not fall under the specified categories of regulated entities.

However, in line with our commitment to sound governance and proactive risk management, the Company has voluntarily initiated steps to strengthen its internal IT governance and control frameworks. These initiatives are aimed at aligning with the broader principles outlined in the RBIs Direction, thereby enhancing our operational resilience and preparedness for future regulatory developments.

statement of deviations or variations

There has been no deviation in the utilization of issue proceeds raised through private placement basis, from the objects stated in the Offer document/Explanatory Statement annexed with the Notice for the year ended March 31,2025.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future. The Details on penalties, fines, strictures levied during the last three Financial years are provided in the Corporate Governance Report.

DISCLOSURES UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No application has been made nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review. The Company has not entered into one-time settlement for any loans availed from the Banks or Financial Institutions.

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

Your Company is committed to providing a safe and conducive work environment to all its employees and associates. The Company has duly adopted a policy on prevention, prohibition and redressal of Sexual harassment at workplace and has reconstituted an internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under at the Board meeting held on May 28, 2025.

Disclosure in relation to Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013:

a. Number of complaints of sexual harassment received in the year ended 31st March 2025:	NIL
b. Number of complaints disposed off during the year:	NIL
c. Number of cases pending for more than 90 days:	NIL
d. Number of complaints pending at the end of the financial year:	NIL

The Policy formulated by the company for prevention of sexual harassment is available on the website of the company at www. moneyboxxfinance.com.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also committed no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on March 31,2025.

Female Employees	: 5.94% as compared to 04.46 in the FY 23-24
Male Employees	: 94.06% as compared to 95.475 in the FY 23-24
Transgender	: Nil
Employees

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

RECOVERY EXPENSE FUND

The Company has also created and maintained recovery expense fund in terms of Regulation II of the SEBI (Issue and Listing of NonConvertible Securities) Regulations, 2021 with respect to the NCDs issued by it.

GENERAL

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ events on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any Scheme save and except Employees Stock Option Schemes (ESOS).

3. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company.

4. The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loans from the Banks or Financial Institutions along with the reasons thereof is not applicable.

5. There was no revision of financial statements and Boards Report on the Company during the period under review.

6. There were no buyback of the equity shares during the year under review.

7. There was no variation of utilisation of proceeds, if any, as per Regulation 32 (4) of SEBI Listing Regulations.

8. There was no suspension of trading of securities of the Company on account of corporate action or otherwise.

ACKNOWLEDGEMENT

The Directors express their sincere gratitude to the Reserve Bank of India, Securities and Exchange Board of India, BSE Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, other government and regulatory authorities, lenders, financial institutions, and the Companys bankers for the ongoing support extended by them.The Directors also place on record their sincere appreciation for the continued support extended by the Companys stakeholders and trust reposed by them in the Company. The Directors sincerely appreciate the commitment displayed by the employees of all levels, resulting in successful performance during the year.

For and on behalf of the Board
Moneyboxx Finance Limited
Mayur Modi	Deepak Aggarwal
Co-CEO & Whole time Director	Co-CEO, CFO & Whole time Director
DIN: 08021679	DIN: 03140334
Date: August 18, 2025
Place: Gurugram