Moongipa Capital Finance Ltd Directors Report

Dear Members,

Your Companys Board of Directors (“Board”) are pleased to present the THIRTY EIGHTH (38th) Annual Report of Moongipa Capital Finance Limited (‘‘your Company) along with the Standalone Audited Financial Statements and Independent Auditor Report for the Financial Year ended March 31, 2025 (“year under review” or “year” or “FY 2024-25”).

1) FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY

During the year under review, the Company registered a profit of Rs 2,11,17,073/- before tax for the year ended March 31, 2025, on a standalone basis. A summary of the financial performance of the Company on a standalone basis for the financial year ended March 31, 2025, is given below:

(Amount in Rs.)

Particulars	March 31, 2025	March 31, 2024
Revenue from operation	8,76,01,753	9,25,00,013
Other Income	33,41,779	37,18,520
Total Revenue	9,09,43,531	9,62,18,533
Profit before Finance cost, Depreciation and Tax	2,23,63,648	2,01,20,174
Finance cost	7,56,869	11,365
Depreciation	4,89,706	6,16,801
Net Profit before tax	2,11,17,073	1,94,92,008
Less: Current Tax	47,88,499	10,00,397
Deferred Tax	25,58,601	10,40,963
Net Profit for the year	1,37,69,974	1,74,50,648
EPS (?10/- per share)	3.01	5.71
Book Value (?10/- per share)	24.94	20.97

Accounting Method

NBFCs were required to comply with the Indian Accounting Standards (IND-AS) for the preparation of the Financial Statements. Accordingly, the Annual Financial Statements for the year ended March 31, 2025 are prepared as per IND-AS.

2) BRIEF DESCRIPTION AND STATE OF COMPANYS AFFAIR

Your Company is registered as a non-deposit taking Non-Banking Financial Company (NBFC) pursuant to the Certificate of Registration No. 14.01051 dated August 10, 1998, issued by the Reserve Bank of India under Section 45-IA of the Reserve Bank of India Act, 1934. It is classified as an NBFC - Investment and Credit Company (NBFC-ICC) under the Base Layer (NBFCs-BL) in accordance with the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023.

Our Company is primarily engaged in the business of trading in securities, providing unsecured financing (Corporate and Personal Finance), and investing in shares of Listed and Unlisted Companies and other securities.

During the year under review, your Company has achieved total revenue and net profit of Rs. 9,09,43,531 and Rs. 1,37,69,974 respectively as against total revenue and net profit of Rs. 9,62,18,533 and Rs.1,74,50,648 respectively during the previous financial year ended March 31, 2024.

3) TRANSFER OF RESERVES

Since, the Company is a Non- Banking Financial Company registered with Reserve Bank of India (RBI), therefore, as per requirement of section 45-IC of the RBI Act, 1934, every Non-Banking Financial Company shall create a reserve fund and transfer therein a sum not less than twenty per cent of its net profit every year as disclosed in the profit and loss account and before any dividend is declared.

Therefore, the Company has transferred an amount of Rs. 27,53,995/- (Rupees Twenty Seven Lakh Fifty Three Thousand Nine Hundred Ninety Five Only) out of the profits of the year to the statutory reserves fund. Further, your Board of Directors does not propose to transfer any amount to general reserves of the Company.

4) DIVIDEND

For the expansion of business and for general corporate requirements, the Board of Directors of your Company has decided that it would be prudent, not to recommend any dividend for the year under review and wishes to plough back the profits.

5) CHANGE IN THE NATURE OF BUSINESS

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

6) MATERIAL CHANGES AND COMMITMENT, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The Board of Directors, at its meeting held on January 20, 2025, approved a proposal for the issuance of 25,00,000 (Twenty-Five Lakh) Fully Convertible Warrants on a preferential basis to certain persons belonging to the non-promoter category, in accordance with the applicable provisions of the Companies Act, 2013, and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Pursuant to the above, the Preferential Issue Committee of the Board of Directors of the Company, at their meeting held on February 27, 2025 approved the issuance of up to 25,00,000 (Twenty-Five Lakh) Warrants of face value of Rs. 10/- each per warrant, at an issue price of Rs. 30/- (Rupees Thirty Only) per warrant, for cash, for an aggregate amount of up to Rs. 7,50,00,000/- (Rupees Seven Crore and Fifty Lakh Only), to certain persons belonging to the nonpromoter category and the Company applied for in-principle approval from BSE Limited on February 27, 2025, under Regulation 28(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Also the proposal was subsequently approved by the shareholders through Postal Ballot on March 29, 2025.

However, in light of adverse market conditions, including heightened volatility and weak investor sentiment, which rendered the proposed issue commercially unviable, the Board of Directors, at its duly convened meeting dated May 29, 2025, resolved to withdraw the preferential allotment of aforesaid Fully Convertible Warrants. The decision was taken in the best interests of the Company and its stakeholders, and has been communicated to all relevant authorities and stakeholders accordingly.

Except for the foregoing, there have been no other material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

7) DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

As on March 31, 2025, Company doesnt have any Subsidiary & Joint Venture and Associate Companies at the end of the year.

8) SHARE CAPITAL STRUCTURE Authorised Share Capital:

As on 31st March, 2025, the authorised share capital of the company was Rs. 15,50,00,000/- comprising of 1,55,00,000 Equity Shares of Rs. 10/- each. There is no change in the Authorised Share Capital during the year under review.

Issued, Subscribed and Paid-up Share Capital:

Issue of Equity Shares to the Existing Members of the Company by way of Right Issue on Proportionate Basis

As on March 31, 2024 Issued, Subscribed and Paid-up Share Capital of the company was ^3,05,48,000/- (Rupees Three Crores Five Lakhs Forty Eight Thousands) divided into 30,54,800 (Thirty Lakh Fifty Four Thousand Eight Hundred) equity shares ?10/- (Rupees Ten) each.

During the financial year 2024-25, your company has approved the issue of 61,09,600 (Sixty One Lakh Nine Thousand Six Hundred) Equity Shares on right basis to the members existing as on record date i.e. Tuesday, December 03, 2024 at issue price of Rs. 25/- (including premium of

Rs. 15/- per Rights Equity Share), for an aggregate cash consideration of Rs. 15,27,40,000/- (Rupees Fifteen Crores Twenty Seven Lakh Forty Thousand).

Your company achieved successful closure of its Rights Issue with an overwhelming response of 1,03,74,995 (One Crore Three Lakh Seventy Four Thousand Nine Hundred Ninety Five) fully paid Equity shares aggregating up to ? 25,93,75,000 against the issue of 61,09,600 (Sixty One Lakhs Nine Thousand & Six Hundred) fully paid Equity shares aggregating up to ? 15,27,40,000/- having an issue price of INR 25 per equity share (including premium of INR 15 per equity share) on December 27, 2024.

Further, the Rights Issue Committee Meeting of Board of Directors held on January 02, 2025, your Company has allotted 61,09,600 (Sixty One Lakh Nine Thousand Six Hundred) Equity Shares of face value of Rs. 10/- each ("Rights Equity Shares") to the eligible applicants in the Rights Issue at an issue price of Rs. 25/- per Equity Share on such terms as set out in the Letter of Offer dated November 27, 2024 and ‘Basis of Allotment as finalized in consultation with the Skyline Financial Services Private Limited ("Registrar to the Issue") and as approved by BSE Limited ("the Designated Stock Exchange for the Issue").

There were no other allotments of equity shares or securities during the year under review apart from the rights issue.

After the above-mentioned changes in the capital structure the Issued, Subscribed and Paid" up Share Capital of the Company as on March 31, 2025, stood at:

Issued, Subscribed and Paid-up Share Capital: 91,64,400 (Ninety One Lakh Sixty Four Thousand Four Hundred) equity shares of having face value of Rs. 10 (Rupees Ten) each amounting to ^9,16,44,000/- (Rupees Nine Crores Sixteen Lakhs Forty Four Thousands)

9) FUTURE OUTLOOK

The Company will continue to pursue opportunistic trading in securities, backed by research- driven strategies and market intelligence. Treasury operations will be optimized to ensure maximum yield on surplus funds, balancing liquidity, safety, and returns.

Investment decisions will be guided by long-term value creation, capital protection, and liquidity considerations, while staying within regulatory limits on NBFC investments.

10) ANNUAL RETURN / WEB LINK OF ANNUAL RETURN

As per amendment in section 92(3) and 134(3)(a) of the Companies Act, 2013 read with the Rules made thereunder, a copy of Annual Return are hosted on the website of the Company in the prescribed form, and can be accessed through the web link - https://www.mongipa.com/investors- relation/#15.

11) RBI REGULATIONS

Your Company continues to comply with all the Regulations issued by the Reserve Bank of India to the extent as applicable to the Company.

12) LISTING OF SECURITIES

The Equity shares of the Company are presently listed on BSE Limited. The Annual listing fees for the current financial year have also been paid to the BSE Limited (Stock Exchange).

13) PUBLIC DEPOSITS

Being a Non-deposit taking Non- Systematically Important Company, During the year under review, your Company has not accepted any deposits from the public within the meaning of the provisions of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 and under Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

14) PARTICULARS OF EMPLOYEES, DIRECTORS & KEY MANAGERIAL PERSONNEL

The information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 regarding remuneration of Directors, Key Managerial Personnel and other related disclosure is given as Annexure A forming integral part of this Report regarding remuneration of Directors, Key Managerial Personnel and other related disclosure

15) INDUSTRY OVERVIEW

The Indian financial services industry is one of the most diverse and rapidly evolving sectors, comprising banks, Non-Banking Financial Companies (NBFCs), capital markets, insurance companies, mutual funds, and the emerging segment of payment banks and digital financial service providers.

The accelerated adoption of digital platforms, driven by wider internet penetration, fintech innovation, and improved financial literacy, has further enhanced accessibility and inclusion. This structural shift is expected to sustain strong long-term growth prospects for the Indian financial services industry, making it a key driver of the countrys overall economic development.

The Indian financial services industry is vast and diverse consisting of banks, NBFCs, capital markets, and the new payment banks with increasing finance penetration. With increasing internet penetration and financial literacy, the future growth prospects of financial service industry in India is very bright.

16) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company, being a Non-Banking Finance Company registered with the Reserve Bank of India and engaged in the business of giving loans, is exempt from complying with the provisions of section 186 of the Companies Act, 2013 in respect of loans and guarantees. Accordingly, the disclosures of the loans given as required under the aforesaid section have not been given in this Report.

Information regarding investments covered under the provisions of section 186 of the said Act are detailed in the Financial Statements.

17) MANAGEMENTS DISCUSSION AND ANALSYS

Management Discussion and Analysis report for the year under review, as stipulated under Regulation 34 and schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is annexed to this report as Annexure B. Certain statements in the report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

18) DIRECTORS AND KEY MANAGERIAL PERSONS

a) Board of Directors (Board)

As on March 31, 2025, the Companys Board comprises four Directors comprising two Independent Directors and two Non- Independent Directors, out of which one is Wholetime Director and other Non- Executive Director.

During the financial year under review, the following changes took place in composition of the Board of the Company: -

i. Mr. Ajay Prakash Narain was earlier appointed as a Non-Executive, Independent Director for a term of five consecutive years commencing from November 19, 2019 and concluding on November 18, 2024. The Board of Directors, on recommendation of Nomination and Remuneration Committee of the Company, at their meeting held on dated August 09, 2024 approved and recommended to the members, the Re-appointment of Mr. Ajay Prakash Narain as Non-Executive Independent Director for a Second term of 5 (Five) consecutive years on the Board of the Company, effective from November 19, 2024 to November 18, 2029 and the same was approved by the shareholders in the Annual General Meeting (“AGM”) held on September 05, 2024.

ii. The Board of Directors, on recommendation of Nomination and Remuneration Committee of the Company, at their meeting held on dated August 09, 2024 approved and recommended to the members, the appointment of Mr. Rajesh Kumar as Non-Executive Independent Director for a First term of 5 (Five) consecutive years on the Board of the Company, effective from August 09, 2024 to August 08, 2029 and the same was approved by the shareholders in the Annual General Meeting (“AGM”) held on September 05, 2024.

iii. The Board records its deep appreciation for the valuable guidance and unwavering commitment of Mrs. Preeti Srivastava (DIN: 07035595), who served as an Independent Director of the Company from December 08, 2014. Having completed two consecutive terms of five years each in accordance with the Companies Act, 2013, her tenure concluded on December 07, 2024. The Company has greatly benefited from her strategic insights, independent perspective, and contribution to good governance.

As on March 31, 2025, the composition of Board of Directors as below:-

Dr. Pooja Jain (DIN: 00097037)	Whole Time Director
Mr. Sanjay Jain (DIN: 00096938)	Non-Executive Director
Mr. Ajay Prakash Narain (DIN: 02655527)	Independent & Non-Executive Director
Mr. Rajesh Kumar (DIN: 10729901)	Independent & Non-Executive Director

b) Key Managerial Personnel

During the financial year under review, the following changes took place in the Key Managerial Personnel of the Company-

The Board of Directors, on recommendation of Nomination and Remuneration Committee of the Company, at its meeting held on February 13, 2025, approved the appointment of Mr. Piyush Jain as the Chief Executive Officer (CEO) and Key Managerial Personnel of the Company and his appointment was made in view of his professional expertise, leadership skills, and ability to contribute to the Companys growth and operational excellence.

As on March 31, 2025, the composition of Key Managerial Personnel as below:-

Dr. Pooja Jain	Whole Time Director
Mr. Sandeep Singh	Company Secretary & Compliance Officer
Mr. Mohd. Javed Qureshi	Chief Financial Officer
Mr. Piyush Jain	Chief Executive Officer

c) Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder and pursuant to Articles of Association of the Company, Dr. Pooja Jain (DIN: 00097037), Whole Time Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, offer herself for re-appointment. The Board of Directors recommends her re-appointment for the consideration of the members of the Company at the ensuing AGM.

Further, at its meeting held on August 29, 2025, based on the recommendation of the Nomination and Remuneration Committee and with the approval of the audit committee, the Board has recommended the re-appointment Dr. Pooja Jain as Whole Time Director of the Company for a further term of (5) five years with effect from October 14, 2025 to October 13, 2030, subject to shareholders approval at the ensuing annual general meeting.

19) BOARD AND COMMITTEES MEETINGS

The Board meets at regular intervals to, inter-alia, discuss about the Companys Policies and strategy apart from other Board matters. The Tentative annual Calendar of the Board and Committee Meetings is circulated to enable the Directors to plan their schedule and to ensure participation in the meetings. The notice for the Board/Committees Meetings is also given in advance to all the Directors.

The details about the Board/Committee meetings are given at length in Report on Corporate Governance forming part of this Annual Report.

20) DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Director have confirmed to the Board that they meet the criteria of Independence as specified under Section 149(6) of the Act and that they qualify to be an Independent Directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors have also confirmed that they meet the requirements of ‘Independent Director as mentioned under Regulation 16(1) (b) of the Listing Regulations.

21) PERFORMANCE EVALUATION

The Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) stipulate the evaluation of the performance of the Board, its Committees, Individual Directors and the Chairperson. The Company has formulated a Policy for performance evaluation of the Independent Directors, the Board, its Committees and other individual Directors which includes criteria for performance evaluation of the NonExecutive Directors and Executive Directors. The evaluation framework for assessing the performance of Directors comprises of various key areas such as attendance at Board and Committee Meetings, quality of contribution to Board discussions and decisions, strategic insights or inputs regarding future growth of the Company and its performance, ability to challenge views in a constructive manner, knowledge acquired with regard to the Companys business/activities, understanding of industry and global trends, etc.

The evaluation involves self-evaluation by the Board Member and subsequent assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/her evaluation.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board has carried out an annual evaluation of its own performance and the Directors individually (including Independent Directors) as well as the evaluation of the working of its Committees. Feedback was sought by well-defined and structured questionnaires covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, areas of responsibility, execution and performance of specific duties, obligations and governance, compliance, oversight of Companys subsidiaries, etc.

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of individual Directors who were evaluated on several parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders and knowledge acquired with regard to the Companys business/activities.

The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairperson of the Company was also carried out by the Independent Directors, taking into account the views of the Executive Directors and Non- Executive Directors.

The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated. Qualitative comments and suggestions of Directors were taken into consideration by the Chairperson of the Board and the Chairperson of the Nomination and Remuneration Committee. The Directors have expressed their satisfaction with the evaluation process.

22) FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In terms of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company familiarizes the Directors about their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company. The details of such familiarization programs for Independent Directors have been disclosed on the website of the Company, the web link for which is https://www.mongipa.eom/investors-relation/#18

23) CORPORATE GOVERNANCE

The Corporate Governance philosophy of the Company is driven by the interest of stakeholders and business needs of the organization. The Company continues to be compliant with the requirements of Corporate Governance as enshrined in Listing Regulations. As per Regulation 34(3) read with Schedule V of the Listing Regulations, a Corporate Governance Report along with Statutory Auditors Certificate confirming compliance of corporate governance for the year ended March 31, 2025 is annexed as Annexure C forming integral part of this Annual Report.

24) CORPORATE POLICIES

We seek to promote and follow the highest level of ethical standards in our business transactions. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on the website of the Company.

The Policies are reviewed periodically by the Board and updated on the basis of need and new Compliance.

The Key Policies are as follows:

I. Nomination and Remuneration Policy

In accordance with the provisions of section 134 (3) (e) of the Companies Act, 2013 read with Section 178 (4) and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your company has adopted the policy on appointment of Directors and Senior Management and succession planning for orderly succession to the Board and the Senior Management, which inter - alia includes the criteria for determining qualifications, positive attributes and independence of directors.

Your company has also adopted policy on remuneration of Directors, Key Managerial Personnel and Employees of the company in accordance with the provisions of sub section (4) of section 178. The Policy is available on the Companys website https://www.mongipa.com/wp- content/uploads/2023/02/Nomination-Remuneration-Policy-MCFL.pdf and the same is as appended as - Annexure D and forms part of this report.

II. Risk Management Policy

Your company has a comprehensive Risk Management Policy in place and laid down a well defined risk management framework to identify, assess and monitor risks and strengthen controls to mitigate risks. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

At present the company has not identified any element of risk which may threaten the business (or) existence of the Company.

III. Whistle Blower Policy - Vigil Mechanism

The company promotes ethical behavior in all its business activities and has established a vigil mechanism for its directors, employees and stakeholders associated with the company to report their genuine concerns. The Vigil Mechanism as envisaged in the Companies Act, 2013 and the Rules prescribed there under and the Listing Regulation is implemented through the Whistle Blower Policy, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee.

As per the Whistle Blower Policy implemented by the Company, the Employees, Directors, or any Stakeholders associated with the Company are free to report illegal or unethical behavior, actual or suspected fraud or violation of the Companys Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the Company or Chairman of the Company.

The Whistle Blower Policy provides for protected disclosure and protection to the Whistle Blower. Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. The Whistle Blower Policy has been appropriately communicated within the Company and is available on the Companys website www.mongipa.com and the same is attached herewith as Annexure D.

25) CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable as the Company is not covered under the criteria mentioned in Section 135(1) of the Companies Act, 2013.

26) STATUTORY AUDITORS AND AUDITORS REPORT

In accordance with the provisions of Section 139 of the Act, at the Annual General Meeting ("AGM") held on September 28, 2023, M/s Sunil K Gupta & Associates, Chartered Accountants (Firm Regn No. 002154N) were appointed as the Statutory Auditors of the Company for a first term of 5 consecutive years to hold office from the conclusion of the 36th AGM till the conclusion of 41st AGM of the Company. The Company had received a letter from, M/s Sunil K Gupta & Associates, Chartered Accountants confirming that they are eligible for appointment as Statutory Auditors of the Company.

The report given by the Auditors on the Standalone Financial Statements of the Company for the year ended March 31, 2025 forms part of this Annual Report. The Auditors comments on the Companys account are self-explanatory in nature and do not require any explanation and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their reports.

The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Companies Act, 2013 and no frauds have been reported by the Statutory Auditors in their report for the year under review. Notes to the Financial Statements are selfexplanatory and do not call for any further comments.

27) INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013, the Board of Directors based on the recommendation of the Audit Committee has reappointed M/s R. Mahajan & Associates, Chartered Accountants, Firm Registration Number- 0011348N, as their Internal Auditors to carry out the Internal Audit of various operational areas of the Company for Financial Year ending March 31, 2025. The Internal Auditors, M/s R. Mahajan & Associates, Chartered Accountants, have conducted internal audits periodically and submitted their reports to the company.

28) SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT

The Board of the Directors of the company had appointed M/s Kuldeep Dahiya & Associates, Company Secretaries (Membership No.: 34404 and C.P.No.:18930) to conduct the Secretarial Audit of the company pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. In accordance with the provisions of sub-section (1) of Section 204, the Secretarial Audit Report for the financial year 2024-25 is appended to this report as Annexure E.

The same does not contain any qualification, reservation or adverse remark or disclaimer.

29) COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India. The same has also been confirmed by Secretarial Auditors of the Company in the Secretarial Audit Report.

30) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE INCOME/ OUTFLOW

The Company Operates in a Service Sector as a Non-Banking financial Company (NBFC) and therefore energy consumption is only limited to electricity required for office functioning for administration functions. However, necessary initiatives have been taken by the company from time to time for optimum utilization of energy. Since the conservation impact is minimal, it cannot be quantified.

A) Conservation of Energy- NIL

B) Technology Absorption- NIL

C) Foreign Exchange earnings and Outgo- NIL

31) PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered at arms length basis in the ordinary course of business were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the company with Promoters, Director or Key Managerial Personnel etc. which may have potential conflict with the interests of the company at large or which required the approval of the shareholders, accordingly no transaction as being reported in form AOC-2 as referred to in sub-section (1) of section 188 read with Section 134(3)(h) of the Companies Act, 2013.

The Company has put in place a Policy for Related Party Transactions ("RPT Policy"), amended from time to time. The Policy provides for identification of Related Party Transactions ("RPTs"), necessary approvals by the Audit Committee / Board / Members, reporting and disclosure requirements in compliance with the Act and provisions of the Listing Regulations.

The policy on related party transactions as approved by the board is available on companys website https://www.mongipa.com/investors-relation/#9.

32) DETAILS OF PECUNIARY RELATIONSHIPS OR TRANSACTIONS OF THE NON EXECUTIVE INDEPENDENT DIRECTOR VIS-A-VIS THE COMPANY.

There are no pecuniary relationships or transactions of the non executive independent director vis-a-vis the company for the period ending March 31, 2025.

33) ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financials control with reference to financial statements, commensurate with the size, scale, and complexity of its operation to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized recorded and reported correctly.

Reasonable Financial Controls are operative for all the business activities of the company and no material weakness in the design or operation of any control was observed.

34) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

No significant and material orders were passed by the Regulators, Courts or Tribunals impacting the going concern status and Companys Operation in future.

35) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 [“POSH”]

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, the Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment.

The Company has duly constituted an Internal Committee (IC) as required under the Act, to redress complaints related to sexual harassment at the workplace. The constitution of the IC is as follows;

1. Dr. Pooja Jain, Presiding Officer

2. Mr. Mohd. Javed Qureshi, Member

3. Ms. Jyoti Mehta, Member

4. Ms. Bhumika Dubey, Advocate, External Member

The Company maintains a zero-tolerance policy towards sexual harassment and has implemented measures to raise awareness, prevent misconduct, and ensure a safe working environment for all employees.

During the year under review:

a) Number of complaints of sexual harassment received in the year - Nil

b) Number of complaints disposed off during the year - Nil

c) Number of cases pending for more than ninety days - Nil

36) MATERNITY BENEFIT ACT 1961

The Company remains committed to providing a safe, supportive, and inclusive work environment and continue to implement policies that support the health and well-being of women employees, especially during maternity and post-maternity periods.

37) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act, 2013 with respect to Directors responsibility statement, the Directors of the company hereby confirm that:

i) In preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) 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 true & fair view of the state of affairs of the company at the end of financial year and of the profit & loss of the company for that period.

iii) The directors had taken 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) Directors had prepared the annual accounts on a going concern basis.

v) The Directors had laid down internal financial controls for the company that are adequate and were operating effectively.

vi) 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.

38) INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

No amount was lying unpaid or unclaimed for a period of seven years. Therefore no funds were required to be transferred to Investor Education and Protection Fund (IEPF).

39) CASH FLOW STATEMENT

The cash flow Statement for year ended March 31, 2025 is in conformity with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges in India, is annexed herewith.

40) DETAILS OF FRAUD, IF ANY REPORTED BY AUDITORS (OTHER THAN REPORTABLE TO CENTRAL GOVERNMENT)

No fraud / misconduct were detected at the time Statutory Audit by Auditors of the Company for the financial year ended on March 31, 2025.

41) PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE, 2016:

There has been no application made/ proceeding pending by or against the company under the Insolvency and Bankruptcy Code, 2016.

42) GREEN INITIATIVE

Your Company has taken the initiative of going green and minimizing the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those Members whose email address is available with Company. Your Company would encourage other Members also to register themselves for receiving Annual Report in the electronic Report form.

43) ACKNOWLEDGEMENT

The Board expresses its deepest appreciation and gratitude for the guidance and cooperation extended to the Company by RBI, statutory authorities and regulators. The Board also thanks the banks and financial institutions for their timely financial assistants to the company and helping the company to reach out to customers across the country. The Board thanks the auditors to the company for their guidance. Special thanks are due to the employees of the company who contributed their skills, enthusiasm, commitment and dedication which have over the years helped the company to earn prominence. The Board is grateful to the shareholders, depositors of the company for their patronage.

		For & On behalf of the Board
		Moongipa Capital finance Limited
	Sd/-	Sd/-
	Sanjay Jain	Dr. Pooja Jain
	Director	Whole Time Director
	DIN No. 00096938	DIN No. 00097037
Place: New Delhi
Date: 29.08.2025