Morarka Finance Ltd Directors Report

To

The Shareholders,

MORARKA FINANCE LIMITED

The Board of Directors of your Company are pleased to present their Fortieth (40^th) Report as a part of the Annual Report of your Company together with the Audited Financial Statements of the Company for the year ended 31^st March, 2025.

1. FINANCIAL RESULTS:

Particulars	For the year Ended	For the year Ended
	31/03/2025	31/03/2024
e tax befor Profit/(Loss)	317.00	711.93
Less: Current Tax (Including prior year tax)	68.57	54.78
Deferred Tax	(31.41)	25.56
Profit / (loss) after tax	279.84	631.59
Add: Balance b/f from previous years	1876.76	1596.61
Less: Appropriations
Transfer to reserve Fund u/s 45 IC of RBI Act	55.97	126.32
Dividend Paid	270.13	225.12
Balance carried to balance sheet	1830.50	1876.76

2. FINANCIAL PERFORMANCE:

For the financial year ended March 31, 2025, your company has posted Profits of 279.84 lakhs compared to the profit for the financial year ended March 31, 2024 of 631.59 lakhs.

3. TRANSFER TO RESERVE:

As required by section 45-IC of the RBI Act 1934, the Company maintains a reserve fund and transfers there in a sum not less than twenty per cent of its net profit every year as disclosed in the statement of profit and loss and before any dividend is declared.

4. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

The Company does not have any Subsidiary, Joint Ventures or Associate Companies.

5. DIVIDEND:

Your Board of Directors has recommended a final dividend of 1 per Equity share (i.e., 10%) for the financial year 2024-25.

The dividend, as recommended above, if approved at the AGM by the members, would be paid within thirty days from the date of declaration of dividend to those Members/Beneficial holders whose names appear in the Register of Members as said purpose. onBookClosuredate The Register of Members and Share Transfer Books of the Company will remain closed for the purpose of payment of dividend for the financial year ended 31 st March, 2025 and the AGM. Book closure date has been indicated in the Notice convening AGM.

As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates. For details, shareholders are requested to refer to the 40^th Notice of Annual General Meeting.

If the dividend, as recommended above, is declared by the Members at the ensuing AGM, the total outflow towards dividend on Equity Shares for the year would be Rs. 45,02,100/-.

6. SHARE CAPITAL:

The paid up Equity Capital of your company as at March 31, 2025 was 4,50,21,000/- The company has not issued any shares with differential voting rights and it has not granted any stock options or sweat equity during the year under the review. Further, none of the directors of the company hold instruments convertible into equity shares of the company.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to Section 152(6) of the Companies Act, 2013 read with Schedule IV and Articles of the company, Shri G. R.

Morarka (DIN: 00002078) and Ms. K. Savitha Rao (DIN: 00001271), Directors of the Company retire by rotation and being eligible offers themselves for re-appointment.

There is no change in the Key Managerial Personnel(s) of the Company as on March 31, 2025.

Completion of tenure of Directors:

Shri B. J. Maheshwari, Shri Vijay S. Banka and Shri S.H. Nevatia, Independent Directors of the Company, completed their second term of tenure with the Company with the conclusion of the 39^th Annual General Meeting of the Company held on September 23, 2024. Accordingly, they ceased to be the Directors of the Company with effect from September 24,

2024. The Board placed on record its appreciation for the extensive contribution rendered by the Independent Directors during their tenure with the Company.

Appointment of Directors:

The Board of Directors of the Company at its meeting held on July 16, 2024, based on the recommendation of Nomination and Remuneration Committee, had approved the appointment of Shri Prithviraj Natrajan Kokkarne (K. N. Prithviraj), Ms. Nina Chatrath and Ms. Divya Rao as Additional Directors categorised as Non-Executive and Independent Directors of the Company for a term of five consecutive years commencing from July 17, 2024 to July 16, 2029, which was approved by the Shareholders in the 39^th Annual General Meeting of the Company held on September 23, 2024.

Further, the Board of Directors of the Company at its meeting held on December 31, 2024, based on the recommendation of Nomination and Remuneration Committee and to fill the casual vacancy caused by resignation of Shri Prithviraj Natrajan Kokkarne, had approved the appointment of Shri Arun Tulsian as Additional Director categorised as Non-Executive and Independent Director of the Company for a term commencing from December 31, 2024 to July 16, 2029 which was approved by the Shareholders through Postal Ballot on February 13, 2025.

Resignation / Cessation of Director:

Shri Prithviraj Natrajan Kokkarne (K. N. Prithviraj) resigned from the Independent directorship of the company, with effect from 30^th November 2024, due to health issues in his family.

All the disclosures relating to appointment and resignation was filed with BSE & ROC within stipulated timelines

Declaration from Independent Directors:

Pursuant to the requirements of section 149(7) of the Companies Act, 2013, the company has received the declarations from all the independent directors confirmingthe fact that they all are meeting the eligibility criteria as stated in Section

149(6) of the Companies Act, 2013.

8. CHANGE IN NATURE OF BUSINESS:

There is no change in nature of business of the company during the financial year under review.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments that occurred after the close of the year till the date of this Report, which affected the financial position of the Company.

10. CORPORATE SOCIAL RESPONSIBILITY:

The company is not falling in the purview of criteria specified in section 135(1) of the Companies Act, 2013 and hence the requirements pertaining to section 135 of the Companies Act, 2013 is not applicable to the company during the financial year under review.

11. HUMAN RESOURCES:

The company is having six Directors, Chief Executive Officer, Chief Finance Officer and Company Secretary being managerial personnel under Section 203 of the Companies Act, 2013. All are experts in their relevant fields. Companys well-disciplined workforce which has served the company for years, lies at the very foundation of the companys major achievements.

12. BUSINESS RISK MANAGEMENT:

Over the period, company has been following the principle of risk minimization as is the norm in every sector, it is a gist for company growth and long-term survival in this competitive cosmos.

In terms of requirements of RBI - Scale Based Regulations, 2021 (SBR), a Risk Management Committee (RMC) was required to be constituted and the same was constituted by the Company as on February 02, 2022 and which is re-constituted by the Board of Directors in its meeting held on October 15, 2024, having following members:

1. Shri G. R. Morarka - Chairman

2. Ms. Priyanka G. Morarka - Member

3. Ms. K Savitha Rao - Member

The Board of Directors were informed about risk assessment and minimization procedures after which the Board formally accepted steps for framing, implementing and monitoring the risk management plan for the company. The main objective is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. Your Company has identified these risks and guarded itself by adopting a range of strategies and measures to reduce the impact of such risks. Few risks listed are as follows: Operational Risk, Credit Risk, Business Risk, Regulatory Risk, Human Capital Risk, Cybersecurity Risk.

13. INTERNAL FINANCIAL CONTROL & THEIR ADEQUACY:

The Company has put in place adequate system of internal financial control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company reviews and verifies the internal financial control monitors them in commensurate with the size and nature of operations of the company. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

14. WHSITLE BLOWER POLICY OR VIGIL MECHANISM:

The company has put in place a whistle blower policy pursuant to which employees of the company can raise their concerns pertaining to fraud, malpractice, or any other activity or event which is against the interest of the company.

Details of complaints received and the action taken will be reviewed by the Audit Committee. Whistle Blower Mechanisms functioning is reviewed by the Audit Committee from time to time. None of the companys employees are denied access to

Audit Committee. No complaints were received under the said policy during the financial year 2024-25. The policy is placed at the website at https://www.morarkafinance.in/static-data/2019-20/Whistle-Blower-Policy.pdf

15. PERFORMANCE EVALUATION OF BOARD & ITS COMMITTEES:

Pursuant to the requirements of Regulation 17 (10) and Regulation 4(2)(f)(ii) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 read with Schedule IV of Companies Act, 2013, the Company conducted performance evaluation of the Board, its Committees and of individual Directors, by circulating Google Forms to seek their response.

The performance of the Board and Committees were evaluated by the Board with the help of inputs received from all the Directors and the Committee members on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, exercise of responsibilities in a bona fide manner in the interest of the Company, striving to attend meetings of the Board of Directors/Committees of which he/she is a member/ general meetings, participating constructively and actively in the meetings etc. The Company had provided facility of performance evaluation to Directors through online platform for convenience of the Board members. So far as the performance evaluation of independent directors are concerned, the same is done by Board.

The Chairman is evaluated by the independent directors. The board and Independent Directors have expressed that they are satisfied with the process of evaluation.

16. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The company have constituted Nomination and Remuneration Committee (NRC) as required under Section 178 of the Companies Act, 2013 which recommends the appointment/ re-appointment of Directors to the Board. The NRC is responsible to identify persons who are qualified to become directors on the Board as academic qualifications, previous experience,trackrecordandintegrityofthepersonsidentified,before recommending their appointment to the Board. The Board in consultation with the NRC decides the remuneration policy for Directors. The

Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time.

The remuneration policy of the company, duly reviewed and recommended by the Nomination and Remuneration committee has been articulated in line with the requirements of the Companies Act, 2013 and placed on below mentioned weblink: https://www.morarkafinance.in/static-data/2019-20/Nomination-and-Remuneration-Policy.pdf The companys Remuneration policy is aligned to its business strategy, market dynamics, internal characteristics and complexities within the organization. The ultimate objective is to provide a fair and transparent structure that helps the organization to retain and acquire the talent pool critical in building competitive advantage and brand equity. The company has not paid any remuneration to its Non-Executive Directors during the financial year under review. The Company has paid sitting fees to its Non-Executive & Independent Directors for attending meetings of the Board and its Committees. Also, Non-Executive & Independent Directors are reimbursed with expenses incurred by them for attending any physical meetings of the Board and its Committees at actuals. The remuneration payable to the Non-Executive

Directors and Independent Directors is governed by the provisions of the Companies Act, 2013. The company does not have any subsidiary and hence holding of directorships by any of the directors in subsidiary is not applicable. Policy on

Terms of Appointment of Independent Directors is placed at https://www.morarkafinance.in/static-data/2019-20/Terms-and-Conditions-of-appointment-of-Independent-Directors.pdf

17. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company met Five (5) times during the financial year on May 17, 2024, July 16, 2024, October 15, 2024, December 31, 2024 & January 20, 2025. The maximum gap between two Board meetings did not exceed 120 days.

18. RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on arms length basis and were in the ordinary course ofbusiness.Therewerenomateriallysignificantrelated party transactions with the Companys Promoters, Directors, Management, or their relatives, which could have had a potential conflict with the interests of the Company.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on quarterly basis. Further, transactions entered with related parties have been disseminated in the format prescribed by stock exchanges pursuant to Regulation 23 of Listing Regulations. The details of the Related Party Transactions as per Indian Accounting Standards are set out in the Financial Statements of the Company. Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the "Annexure I" to this report. The Board of Directors of the Company has on the recommendation of the Audit Committee amended the policy on related party transactions at its meeting held on January 20, 2025, to align it with SEBI (LODR) (Third Amendment) Regulations,

24. PARTICULARS OF EMPLOYEE:

The information 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 relating to median employees remuneration for the financial year under review is attached herewith and marked as "Annexure II".

The company has not paid any remuneration to its Non-Executive Directors during the financial year under review. The Company has paid sitting fees to its Non-Executive & Independent Directors for attending meetings of the Board and its

Committees, details of which has been provided in the Corporate Governance Report.

The CFO is on deportation & is remunerated by the flagship group Company Dwarikesh Sugar Industries Limited. Besides this, there are only two employees i.e. CS & CEO in the Company & the remuneration details of same is disclosed in

"Annexure II".

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are: a) Employed throughout the year Nil b) Employed for part of the year Nil The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the company.

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

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013.

26. MSME RETURN

MCA vide order dated 22^nd January, 2019 directed all companies, who get supplies of goods or services from micro and small enterprises and whose payments to micro and small enterprise suppliers exceed forty-five days during the year. The Company was not required to file MSME Return as all payments were made within prescribed time to our vendors and there were no vendors with MSME Registration.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AND OUTGO:

Particulars relating to conservation of energy and technology absorption stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 is not applicable to the company. The company does not have any foreign exchange earnings and expenditure.

28. AUDITORS:

STATUTORY AUDITORS

M/s Jayesh Dadia & Associates LLP, Chartered Accountants, Mumbai having ICAI Firm Registration No.121142W/

W100122 were appointed as the Statutory Auditors of the Company at the AGM held on June 28, 2022, to hold office until conclusion of the 42^nd AGM, are ratified for the Financial Year 2025-26. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s Jayesh Dadia & Associates LLP, that their appointment is made in conformity with the limits specified in the said Section.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. V K M & Associates (CP No.:4279, FCS: 5023), Company Secretaries to undertake the secretarial audit for the financial year 2024-25 of the company. The Secretarial Audit Report is annexed herewith as "Annexure III". The observations in the said report are self-explanatory and no further comments/explanations are called for. The Secretarial Audit Report does not contain any qualification or adverse remarks.

Pursuant to the provisions of Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, every listed entity must ensure they follow the rules for the appointment, reappointment, and continuation of the Secretarial Auditor. Accordingly, in compliance of the said amendment, your Directors have proposed appointment of M/s VKM & Associates, Practicing Company Secretaries (FCS No. F-5023 & COP No.4279), Practicing Company Secretaries Mumbai, as Secretarial Auditor of the Company to hold the office from the conclusion of the 40 ^th Annual General Meeting (AGM) till the conclusion of 45^th AGM of the company at the remuneration to be fixed by the Board of Directors of the company. The Company has obtained Peer Review, Consent and Eligibility Certificate from the Secretarial Auditor.

29. AUDITORS REPORT

There are no adverse remarks or observations of the Statutory Auditors in their Report.

30. MANAGEMENT DISCUSSON AND ANALYSIS:

As required under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and listing regulations of Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

No Loans, Guarantees or investments are made under Section 186 of the Act during the year.

32. PUBLIC DEPOSITS

The Company is an NBFC ND and hence does not have any fixed deposits at the beginning of the year in terms of Section

74 of the Companies Act, 2013. The Company did not accept any deposits during the year.

33. LISTING:

The Companys Equity Shares are listed on Bombay Stock Exchange Limited (BSE).

34. CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity. All the Board Members and Senior Management

Personnel have confirmed compliance with the Code. The Code is in accordance with the requirements of Listing Regulations and has been posted on the Companys website at https://www.morarkafinance.in/static-data/2019-20/ code-of-conduct.pdf

35. REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 & Rules framed thereunder either to the Company or to the Central Government.

36. ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their appreciation for the co-operation received from Employees and overwhelming support extended by the shareholders.

	By order of the Board
	FOR MORARKA FINANCE LIMITED
	G. R. MORARKA
	CHAIRMAN
	(DIN : 00002078)
	PRIYANKA G. MORARKA
Place : Mumbai	DIRECTOR
Date : May 08, 2025	(DIN : 00001088)