Motor & General Finance Ltd Directors Report

Your Directors are pleased to present the 96th (Ninety Sixth) Annual Report on the business and operations of the company and the accounts for the financial year ended March 31, 2026.

1. FINANCIAL SUMMARY

The Financial Statement for the year ended March 31, 2026 has been prepared in accordance with the Indian Accounting Standard (IND-AS) notified under Section 133 of the Companies Act, 2013, as amended, read with the Companies (Indian Accounting Standards) Rules, 2015.

The estimates and judgment relating to the Financial Statements are made on a prudent basis, so as to reflect a true and fair manner. Total Revenue on Standalone basis includes rent from properties and miscellaneous income as on March 31, 2026 in aggregate amounts to 969.77 Lakhs (Previous Year 992.74 Lakhs)

The Standalone Financial Results of your company are as under:-

Financial Results	Year ended March 31, 2026	Year ended March 31, 2025
Gross Profit/(loss) before depreciation, finance cost and provisioning	79.14	251.07
Less: Finance Cost	24.03	19.91
Less: Depreciation & amortization expenses	106.07	112.61
Prof it /(Loss) before exceptional items and tax	(50.96)	118.55
Exceptional Items	15758.22	-
Profit /(Loss) before, tax	15707.26	118.55
Tax expense	1356.00	-
Profit(/Loss) for the year	14351.26	118.55
Other Comprehensive income	7.02	6.05
Total comprehensive income for the year	14358.28	124.60

a) SALE OF PROPERTY

During the current year, the company, on the recommendation of Audit Committee, immovable property situated at A-30, Mohan Cooperative Industrial Estate, Mathura Road, New Delhi was sold to M/s Haldiram Marketing Pvt. Ltd with its Registered Office at Village Khirki Daula, Delhi Jaipur Highway, Gurugram-122001 (Haryana) for a consideration of

18146.58 Lakhs (net of stamp duty). With the sale of property, funds have been utilized for the repayment of the companys outstandings. As of the date of this report, it has achieved a debt free status. The available surplus funds are being utilized in the best interest of the company.

An intimation to the Stock Exchanges regarding sale of property was sent within the scheduled period.

b) CHANGE OF STATUS

The company on the valuation obtained from an Independent Registered Valuer sold equity shares of Jayabharat Credit Limited. Due to sale of equity shares on 18th September, 2025, it ceased to be an Associate Company.

c) During the financial year under review, after completing the sale of its property, the proceeds from the transaction were utilized towards the repayment and settlement of the companys outstanding liabilities. It has become debt free company as on March 31, 2026

2 DIVIDEND

The company has achieved a debt free status. The Board of Directors have decided not to recommend any dividend for the financial year under review. The Board is of the considered view that the prudent retention and conservation of resources at this stage will serve the long term interest of the company and the stakeholders by supporting sustainable growth. Surplus funds will strengthen the companys financial position and thus enhanced liquidity.

3 CONSOLIDATED FINANCIAL RESULTS

As per Regulations 33 of SEBI(LODR) Regulations, 2015(hereinafter referred to as "LODR Regulations") and in accordance with the applicable provisions of the Companies Act,2013 read with the Rules issued there under and IND

AS-110, the Consolidated Financial Statements of the Company for the Financial Year 2025-26 have been prepared in compliance with the applicable Accounting Standards and on the basis of audited financial statements of the company and Associate Companies, as approved by the respective Board of Directors.

The Auditors, in their Consolidated Financial Statement have not modified in respect of Associate Companies. There was no audit qualification in the financial statements by the Statutory Auditors for the year under review.

4 EMPHASIS OF MATTER

During the financial year ended March 31, 2026 quoted investments in equity shares of an "Associate Company" namely, Jayabharat Credit Limited were sold based on the valuation obtained from an Independent Valuer.

The quoted shares of the company were thinly traded on the stock exchange and the company would not be able to execute the large volume of quoted price on the Stock Exchange.

Auditors report on the Consolidated Financial Statement is not modified in respect of the above matter

5 TRANSFER TO RESERVES

Your Board has not proposed to transfer any amount to General Reserves for the financial year ended March 31, 2026.

6 SHARE CAPITAL

The Paid Up Equity Share Capital continues to remain at 19,36,35,950 divided into 3,87,27,190 equity shares of the face value of 5/- each.

7 TRANSITION TO IND-AS EFFECT

The Company continues with the carrying value of all of its Property, Plant and Equipment recognized as at April 01, 2016 measured as per previous GAAP and used that carrying value as the deemed cost of the Property, Plant and Equipment.

8 DISCLOSURES

(i) Under Section 43(a)(ii) of the Companies Act, 2013

The company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

(ii) Under Section 54(1)(d) of the Companies Act, 2013 Sweat Equity Shares

The company has not issued any Sweat Equity Shares during the financial year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

(iii) Under Section 61 of the Companies Act, 2013

The Paid Up Capital of the company is 19,36,35,950 divided into 3,87,27,190 Equity Shares of the face value of

5/- each.

(iv) Under Section 62 (1)(b) of the Companies Act, 2013-Emploees Stock Option Scheme

The company has not issued any equity shares under Employees Stock Option Scheme during the financial year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rules 12(9) of the Companies (Share Capital and Debenture ) Rules, 2014 has been furnished.

v) Preferential Allotment of Shares

During the year under review, the Company did not raise any funds, through preferential allotment or qualified institutions placement as specified under Regulation 32(7A) of SEBI Listing Regulations.

9 WORKING RESULTS AND STATE OF COMPANYS AFFAIRS.

Standalone total revenue during the year amounted to 969.77 lacs as against 992.74 Lacs in the preceding year. Loss before exceptional item amounted to 50.96 as against profit of 118.55 Lacs in the preceding year. During the year, sale of property resulted into exceptional gain of 16,007.16 lakhs (Previous year Nil) and loss on sale of shares of associate company of 248.94 lakhs (Previous year Nil). Profit before tax after considering exceptional item amounting to 15,707.26 lakhs as against 118.55 lakhs.

10 MATERIAL CHANGES AND COMMITMENTS, IF ANY:

During the financial year under review after the company completed the sale of its property. The proceeds from the transaction were utilized towards the repayment and settlement of the companys outstanding liabilities. The company, as such, has become debt free as on March 31, 2026.

In terms of Section 134(3)(1) of the Companies Act, 2013 except sale of property, repayment of outstanding liability, the company becoming a debt free , 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.

11 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There are no significant and/or material orders passed by the Regulator(s) or Court(s) or Tribunal(s) impacting the Going Concern status of the company and its business operations in future.

12 CORPORATE GOVERNANCE

In terms of the provisions of Schedule V( C) of the SEBI Listing Regulations, a detailed Report on Corporate Governance is enclosed as per Annexure "A". The Company is in full compliance with the requirements and disclosures that have been made in terms of the requirements of Corporate Governance specified in SEBI(LODR) Regulations,2015.

Certificate from M/s Jagdish Chand & Co, Chartered Accountants, New Delhi (FRN No.000129N), Statutory Auditors of the Company, confirming compliance of the conditions of Corporate Governance, as stipulated under Chapter IV of SEBI

(LODR) Regulations,2015, is attached herewith to this report as per Annexure A-1".

13 MANAGEMENT DISCUSSION AND ANALYSIS REPORT

It provides an overview of the affairs of the company, business environment, mission objects, strength, opportunities, and internal control system. The said Management Discussion and Analysis Report is forming part of this Annual Report as per

Annexure "B".

14 ANNUAL RETURN

Pursuant to Section 92(3) & 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the company for the year ended March 31, 2026 is uploaded on the website of the company with web link viz https://www.mgfltd.com/ Annual%20Return.html..

15 DIRECTORS a) Board of Directors

The composition of the Board of Directors of the company is in complete conformity within the requirements of SEBI(LODR) Regulations, 2015 and Companies Act, 2013. Board of Directors, as on date of this report are as under:-

Sl No.	Name of Directors	Category of Directorship
1.	Sh. Rajiv Gupta	Chairman & Managing Director & CEO
2.	Smt. Arti Gupta	Joint Managing Director
3.	Sh. Arun Mitter	Executive Director
4.	Sh. Karun Pratap Hoon	Non Executive Independent Director
5.	Sh. Dinesh Agnani	Non Executive Independent Director
6	Smt. Leena Tuteja	Non Executive Independent Director

The composition of the Board represents an optimal mix of professionalism, knowledge and experience which enables the Board to discharge its responsibilities and provide effective strategic guidance to the business.

b) Appointment/Re-appointment

There has been no fresh appointments during the year.

c) Directors retiring by rotation

In terms of the provisions of Section 152 of the Companies Act,2013("the Act") and in accordance with the Clause 60( e ) of Articles of Association of the company, two third of the total number of Directors, excluding Independent Directors, are eligible to retire by rotation, out of which one third shall retire. Sh. Rajiv Gupta,(DIN:00022964), Chairman & Managing Director & CEO is retiring by rotation who has been longest in office as per initial appointment and is eligible for re-appointment at this Annual General Meeting. Further, retirement by rotation of Sh. Rajiv Gupta, shall not be deemed as break in the service. The Board recommends his re-appointment.

d) Director completing the term

During the year under review, all the Non Executive Independent Directors continued their term as an Independent Director.

e) Re-appointment of Chairman & Managing Director & CEO, Joint Managing Director and Executive Director.

The terms of appointment of Sh. Rajiv Gupta, Chairman & Managing Director & CEO, Smt. Arti Gupta, Joint Managing Director and Sh. Arun Mitter, Executive Director expired on August 12, 2025 and it was renewed for a further period of 3 (three) years each from August 13, 2025 to August 12, 2028 (both days inclusive)

f) Regulation 17(1A) of SEBI(LODR) Regulations, 2015

Sh. Rajiv Gupta attained the age of 70 years on 13-08-2016 and as such in compliance with Regulation 17 (1A) of SEBI(LODR) Regulations, 2015 , a Special Resolution to this effect has already been approved by the shareholders in the 86th AGM held on September 28, 2016.

g) Disqualification

None of your Directors is disqualified under the provisions of Section 164(2) (a) & (b) of the Companies Act, 2013. All the Directors of the company have submitted their declarations under Section 184 of the Companies Act, 2013.

16 SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards(SS-1 and SS-2), as amended, issued by The Institute of Company Secretaries of India relating to meeting of the Board of Directors and General Meeting respectively, have been duly complied with by the company.

17 KEY MANAGERIAL PERSONNEL(KMP)

As per the requirements under the provisions of Section 203 of the Companies Act,2013, Sh. Rajiv Gupta (DIN:00022964), Chairman & Managing Director &CEO, Smt. Arti Gupta (DIN:00023237), Joint Managing Director, Sh. Arun Mitter (DIN:00022941), Executive Director and Sh. M. K. Madan, Vice President & Company Secretary & CFO (ACS-2951) are the Key Managerial Personnel (KMP) of the Company as on the date of this report. As per IND AS - 24, KMPs includes Non Executive Independent Directors as well. Accordingly, Sh. Karun Pratap Hoon (DIN:05202566), Sh. Dinesh Agnani (DIN:00591448) and Smt. Leena Tuteja (DIN:10765107) have also been included as Key Managerial Personnel as on March 31, 2026.

18(a) DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149 (7) of the Act and Regulation 25(8) of SEBI(LODR) Regulations, 2015, Sh. Dinesh Agnani (DIN:00591448), Sh. Karun Pratap Hoon (DIN:05202566) and Smt. Leena Tuteja (DIN:10765107) are Non Executive Independent Directors of the Company.

All Independent Directors of the company have given necessary declarations under section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down under section 149(6) of the Act, 2013 along with Rules framed thereunder read with Regulation 16(1)(b) of SEBI(LODR) Regulations, 2015 and have complied with the Code of Conduct of the company as applicable to the Board of Directors, KMP and Senior Managers.

In the opinion of the Board, the Independent Directors possess the requisite experience, knowledge and capabilities and expertise in the areas of Finance, Law, information Technology, Human Resources, Risk Management, Business Management and Banking. They also possess appropriate skills, expertise and competencies required at the Board and are persons of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013, as amended, as well as the Rules made thereunder and are independent of the management.

Further there has been no change in the circumstances affecting their status as Non Executive Independent Directors of the Company.

Independent Directors play a vital role in the governance process of the Board with their expertise in various fields.

18(b) CONFIRMATION AS REGARDS INDEPENDENCE OF INDEPENDENT DIRECTORS

Independent Directors also have complied with sub-rule (1) and sub-rule (2) of Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019. A formal appointment letter containing the terms and conditions of their appointment have been issued to them and the said letters have been uploaded on the website of the Company with web links ,viz. at https://www.mgfltd.com/AOD_30092024.pdf

19 INDEPENDENT DIRECTORS WITH MATERIALLY SIGNIFICANT, PECUNIARY OR BUSINESS RELATIONSHIP WITH THE COMPANY.

There is no pecuniary or business relationship between Non Executive Independent Directors and the Company. Meeting fee is paid for attending the Board Meetings and Committee Meetings ( effective from October 01, 2025).

20 DIRECTORSHIP AND MEMBERSHIP OF COMMITTEES AND SHAREHOLDING OF DIRECTORS

All the Directors at the beginning of the financial year, have periodically and regularly declared to the company about their Directorship and Membership of the Board/Committees of listed & non listed Companies. As per the disclosures received, none of the Directors of the company hold Memberships/Chairmanships of more than the limit prescribed in Regulation 26(2) of SEBI(LODR) Regulations, 2015, as amended. None of the Non Executive Independent Directors holds any shares in the company.

21 DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c)/134(5) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), the Directors of your company confirm that:-

a) In the preparation of the annual accounts, the applicable Accounting Standards have been followed and that there are no material departures;

b) They have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit of the company for that period;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a Going Concern basis; and

e) They have laid down Internal Financial Controls to be followed by the company and that such internal financial controls ae adequate and operating effectively.

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

22 FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND DIRECTORS

The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) contain provisions for the evaluation of the performance of:

i) The Board as a whole; ii) The individual directors,(including Independent Directors and Chairman) and iii) Various Committees of the Board.

The Board of Directors have carried out an annual evaluation of its own performance of Board, Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of the SEBI(LODR) Regulations,2015.

In compliance with the Companies Act, 2013 and SEBI(LODR) Regulatiobns,2015, the Board of Directors have carried out an Annual Evaluation performance of Chairman, each Director including Independent Director and its Committees for the year under review.

The Board of Directors and its Committees on various aspects of composition and functioning were reviewed and evaluated on the basis of response from Directors, Committee Members.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, Board of Directors, as a whole, including performance of Chairman, was also evaluated.

23 Evaluation Outcome

In compliance of the Companies Act, 2013 and SEBI Guidance Note on Boards evaluation and Companys Corporate Governance Guidelines, Annual Performance Evaluation of the Board, its Committees and individual Directors was undertaken for financial year 2025-2026. The process was led by the Chairman of the Nomination & Remuneration Committee.

The process comprised a comprehensive evaluation through a structured framework focusing on key aspects of governance and effectiveness. It covered the adequacy of Boards composition, including diversity, independence and alignment of skills, as well as the effectiveness of leadership and Committee structures.

The evaluation also reviewed the functioning of the Board, including the quality of meetings, effectiveness of deliberations and decision making, and the adequacy and timeliness of information flow, relationships and engagement with Management. It also assessed the Boards oversight of strategy, risk management, business performance, as well as its role in talent management and succession planning.

The review highlighted strong confidence in the Boards integrity, independence and collaborative culture. It expressed appreciation for the Chairs decisive and inclusive leadership, while reaffirming strong overall performance with consistently high ratings across key parameters, including governance and financial oversight.

Boards culture more particularly stressed openness of discussions, effectiveness of Committee, and the quality of Board processes such as meetings, information flow, preparedness and follow up on prior year feedback. The evaluation identified areas where further strengthening would be beneficial.

In a separate meeting of Independent Directors, performance of Non Independent Directors, performance of Board of Directors as a whole, including performance of Chairman, were also evaluated.

The evaluation brought to the notice that there is adequate flow of information from company to the Board and the suggestions and recommendations given by the Board are considered for follow up action. The Board/Committee are well managed and functioning excellently. The committee meetings are held timely and with thorough discussions on agenda items.

The assessment brought out that all the Directors are contributing in the functioning of the Board. The Chairman well balances the functioning of the Board demonstrating effective leadership. The Board is functioning well.

The Board of Directors expressed its satisfaction with evaluation Results, which reflects high degree of engagement of Board of Directors and its Committees with the Company and its Management.

24 SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Companies Act,2013 and Regulation 25(3) of SEBI(LODR) Regulations,2015, separate meeting of the Independent Directors was convened on February 5,2026 without the attendance of Non- Independent Directors and members of management. The Independent Directors at the meeting, inter-alia, reviewed the following:-

a) Financials including performance of the Company.

b) Performance of Non-Independent Directors and the Board as a whole.

c) Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors.

d) To assess the quality, quantity and timeliness of flow of information between the Companys management and the Board and it is necessary for the Board to effectively and reasonably perform their duties.

e) Other related matters.

The Appointment / Re-appointment of Independent Directors has been carried out in a structured manner in accordance with the provisions of the Companies Act, 2013 and the SEBI(LODR) Regulations, 2015 i.e. Nomination & Remuneration Committee.

25 BOARD OF DIRECTORS AND COMMITTEES -MEETINGS

The Board meets at regular intervals to discuss and decide on business policies and strategy. During the financial year, 7 (Seven) Board Meeting(s) and 7 (Seven) Audit Committee Meeting(s), 4 (Four) Stakeholders & Relationship Committees,

1 (one) Nomination & Remuneration Committee, 2 (Two) Risk Management Committee, 1 (one) Corporate Social Responsibility (CSR) Committee and 1 (one) Independent Directors Meeting were convened. Details of Board & Committee Meetings are given in the Corporate Governance Report which forms part of this Annual Report. It is ensured that the time gap between any two Board Meeting is not more than 120 days as is prescribed under the Companies Act, 2013 and SEBI(LODR) Regulations, 2015.

26 BOARDS COMMITTEES

Pursuant to requirements under the Companies Act,2013 and SEBI(LODR) Regulations, 2015, the Board of Directors have constituted Committees, viz. Audit Committee, Nomination& Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee. Details of each committee pursuant to SEBI( LODR) Regulations, 2015 has been explained in the report on Corporate Governance which forms part of Annual Report.

27 POLICIES

SEBI(LODR) Regulations, 2015 mandated the formulation of certain policies for the listed Companies which are available on companys website with web links viz at https://www.mgfltd.com/code2.html.

28 WHISTLE BLOWER /VIGIL MECHANISM POLICY

The Company has established a formal Whistle Blower Policy for reporting improper or unethical practices or actions which are in violation of the code of conduct of the company. The policy which is also available on the website of the company provides adequate safeguard against victimization and has provided direct access to the Chairman of the Audit Committee by the employees to state and redress their complaints/grievances.

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Act and as per Regulation 22 of the SEBI(LODR)Regulations, 2015, the Company has formulated Vigil Mechanism Policy to enable Directors and employees to report genuine concerns or grievances, significant deviations from key management policies and report any non compliance and wrong practices, e.g. unethical behavior, fraud, violation of law, inappropriate behavior/conduct etc.

Functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Directors or employees have been denied access to the vigil mechanism Audit Committee of the Board.

Details of the policy are explained in this Report and also posted on the website of the company with web links viz. at https://www.mgfltd.com/5 WhistleBlower.pdf

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

29 POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace which is in line with the provisions of the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act,2013 and Rules framed thereunder. Appropriate reporting mechanisms are in place for ensuring protection against Sexual Harassment and the right to work with dignity. During the year under review, the company has not received any complaint.

30 FRAUD REPORTING

During the year under review, the Statutory Auditors have not reported any matter pertaining to fraud under section 143(12) of the Companies Act, 2013. Therefore, there is no such disclosure in terms of section 134(3)(ca) of the Companies Act, 2013.

31 REMUNERATION POLICY

The Board has on the recommendation of Nomination & Remuneration Committee, laid down a Nomination & Remuneration Policy for selection and appointment of the Directors, Key Managerial Personnel and Senior Management Personnel and to fix their remuneration. The extract of the Nomination and Remuneration Policy is provided in the Corporate Governance Report which forms part of Annual Report.

In accordance with the principles of transparency and consistency, your company has adopted governance policies for Board of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel for appointments, remuneration & evaluation. These governance policies, inter alia, outline Succession Planning for the Board, Key Managerial Personnel and Senior Management Personnel.

There is marginal percentage increase in the median remuneration of the Directors/employees in the year 2025 and 2026 respectively. The company affirms that the remuneration is as per the Remuneration Policy of the company.

32 SUCCESSION PLAN

The Board has approved the Succession Policy as is required under Regulation 17(4) of SEBI(LODR) Regulations,2015. Succession Policy is available on website of the company.

33 ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT- REPORT OF INTERNAL AUDITOR

The company has an internal control system commensurate with the size, scale and complexity of its operations and documented procedures for various processes which are periodically reviewed by the Internal Auditor.

In adherence to companys policy for safeguarding its assets, prevention of errors, accuracy, the companys internal control systems are commensurate and adequate with the nature of its business, its size and complexity of its operations.

Internal Audit is conducted at regular intervals. The scope and authority of the Internal Audit is defined by Audit Committee. This system of Internal Control facilities effective compliance of Section 138 of the Companies Act, 2013 and SEBI(LODR) Regulations,2015.

To maintain its objectivity and independence, the Internal Auditor submits its report to the Chairman of the Audit Committee. Audit Committee evaluates the efficiency and adequacy of Internal Control Systems in the company. Based on the report of internal auditor, the company undertake corrective actions to strengthen the controls where required. Significant audit observations and corrective actions thereon, if any, are presented to the Audit Committee.

During the year, the Statutory Auditor and Internal Auditor have not given any adverse remarks.

34 AUDITORS COMMENTS

Statutory Auditors, Secretarial Auditor and Internal Auditor have not given any qualification, reservation or adverse remarks or disclaimer and have given unmodified report.

35 PARTICULARS OF LOANS / ADVANCES / INVESTMENTS AS REQUIRED UNDER THE COMPANIES ACT, 2013

Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are stated in the notes to accounts of Financial Statements forming part of this Annual Report.

During the year, the company had sold investment in immovable property viz, A-30, Mohan Cooperative Industrial Estate, Mathura Road, New Delhi-110044 to M/s Haldiram Marketing Pvt. Ltd. with its Registered Office at Village Khirtki Daula, Delhi Jaipur Highway, Gurugram-122001 (Haryana). Particulars regarding sale of property are fully explained in Note no. 1(a).

36 RELATED PARTY DISCLOSURES

During the financial year under review, your company had transactions/ contracts/agreements that were classified as "Related Party Transactions" under provisions of the Companies Act, 2013 and the Rules framed thereunder as well as SEBI(LODR) Regulations, 2015, These contracts/arrangements/agreements were/ have been transacted in the ordinary course of business, to facilitate the business of the company. The Audit Committee had granted omnibus approval for related party transactions which were on an arms length basis and in the ordinary course of business. It was reviewed on a quarterly basis specifying the nature, value and terms and conditions of the transaction.

The Company has not entered into any materially significant related party transactions. The policy on related party transaction as approved by the Board of Directors from time to time is available on the companys website, viz www.mgfltd.com.

Policy on Related Party Transactions was revised on May 28, 2025 made effective from 1st July, 2025 which was placed before the Board and for sake of identification, signed by the Company Secretary.

Further the Directors, Promoters Directors, Key Managerial Personnel or other Designated Persons and their relatives have not entered into any contract with the company nor with any subsidiary (the company has no subsidiary) which will be in material conflict with the interest of the company.

None of the Directors or Key Managerial Personnel or Senior Management Personnel has any material, financial and commercial transactions except payment of remuneration as applicable to Executive Directors and Meeting Fee to the Independent Directors for attending the Board & Committee Meeting(s) (with effect from October 01, 2025. All Related Party Transactions invariably are placed before the Audit Committee and with their recommendations to the Board.

Further the details of the transactions with Related Party(ies) are provided in the Companys financial statements in accordance with the Accounting Standards, and a report in compliance with Regulation 23(9) of SEBI(LODR) Regulations, 2015 was also submitted to the Stock Exchanges. The policy on Related Party Transactions is hosted on the companys website with web link at https://www.mgfltd.com/7_Related%20Party.pdf

37 CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT a) The Company has a strong legacy of fair, transparent and ethical governance practice

The Company has revised on March 28, 2025 MGF Code of Conduct for Executive & Non Executive Directors, Key Managerial (KMP) and Senior Management Personnel which is available on the website of the company with web link at https://www.mgfltd.com/FINAL_CODE OF CONDUCT_2025.pdf.

b) MGFS CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING CODE

As required by the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the company has adopted a Code of Conduct for the Prevention of Insider Trading by designated , connected persons and their relatives in accordance with SEBI(LODR) requirements which was revised on March 28, 2025. The Code of Conduct is applicable to all Directors, KMPs and identified employees of the company and their relatives who are expected to have access to unpublished price sensitive information relating to the company.

As per SEBI(Prohibition of Insider Trading) Regulations, 2015, the company is maintaining Structural Digital Database containing the names of such persons for entity as the case may be with whom the information is shared under this Regulation. A separate e-mail ID viz mgf.pit1930@gmail.com has been created which exclusively is being used for the information of Unpublished Sensitive Information (UPSI).

Mr. M. K. Madan, Vice President & Company Secretary of the company is "Compliance Officer" and Mr. Sunit Sharma is the concerned Officer for its execution & monitoring for its day to day transactions.

38 AUDIT & AUDITORS

Statutory Auditors- Appointment, Remuneration & their Report

M/s. Jagdish Chand & Co., Chartered Accountants (Firm Registration No.000129N), the Statutory Auditors have audited the books of accounts of the company for the financial year ended March 31, 2026 and have submitted their Auditors Report thereon. The Statutory Auditors have not given any qualification, reservation or adverse remarks or disclaimer in their Audit Report for the year under review.

In view of the amendment to Section 139 through the Companies(Amendments Act,2017) notified on May 7, 2018, ratification of auditors appointment is no longer required. However, as required under Section 142 of the Companies Act, 2013, an item is included in the Notice for approval of members for authorizing the Board of Directors of the company to fix Auditors remuneration for the year 2026-27. The members are, therefore, requested to approve the same being an item of notice of the Annual General Meeting.

39 SECRETARIAL AUDIT & AUDITOR Appointment, Remuneration & their Report

On the recommendation of the Audit Committee, the Board at its meeting held on 11th August, 2025 had appointed M/s Anjali Yadav & Associates, Company Secretaries (FCS No.6628 and CP No.7257) Peer Reviewed Firm (Certificate No.6384/2025), for a term of 5(five) consecutive financial years effective from April 1, 2025 to March 31, 2030 (both days are inclusive) to undertake secretarial audit and issue the necessary Secretarial Audit Report for the aforesaid period.

Secretarial Audit Report

Secretarial Audit Report for the financial year ended March 31, 2026 is annexed herewith as per Annexure ‘C and ‘C1 in Form No.MR-3 and forms an integral part of this report.

The Secretarial Compliance Report for the financial year ended March 31, 2026 pursuant to requirements of Regulation 24A of Listing Regulations was also carried out by M/s Anjali Yadav & Associates, Company Secretaries, in relation to compliance of all applicable SEBI Regulations/Circulars/Guidelines issued thereunder.

There is no adverse remark, qualifications or reservations in the Secretarial Audit Report and Secretarial Compliance Report and have given unmodified report.

M/s Anjali Yadav & Associates, Secretarial Auditor were also re-appointed as scrutinizer to electronically submit the Consolidated Scrutinizer Report i.e. votes cast through remote e-voting and e-voting during AGM.

40 CERTIFICATE OF NON DISQUALIFICATION OF DIRECTORS

A certificate from M/s Anjali Yadav & Associate, Company Secretaries regarding Non Disqualification of Directors forming part of this report is annexed as per Annexure ‘D.

41 CORPORATE SOCIAL RESPONSIBILITY(CSR)

As per the provisions of Section 135 of the Companies Act, 2013, as amended, which inter-alia, states that the company should have Net Worth of Rs. 500 Crores or more or Turnover of Rs. 1000 Crores or more or net profit of Rs. 5 Crores or more during the immediately preceding financial year, the company is not falling under the above criteria and as such, CSR is not applicable during this year. CSR Policy of the company, however, is available on companys website at https//: www.mgfltd.com

42 CEO/CFO CERTIFICATION

As required under Regulation 17 of SEBI(LODR) Regulations, 2015, the CEO/CFO certificate for the financial year 2025-26 signed by Sh. Rajiv Gupta, Chairman & Managing Director &CEO and Sh. M.K. Madan, VP, CS & Compliance Officer &CFO , was approved for & on behalf of the Board of Directors of the company at their meeting held on May 28, 2026.

43 PARTICULAR OF EMPLOYEES

No employees remuneration is applicable which requires the company to disclose in terms of Particulars of Employees under section 197(12), Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel ) Rules, 2014.

44 MEMBERS HOLDING SHARES IN ELECTRONIC FORM

SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Members are requested to submit/update their PAN to the Depository Participants (DP) with whom they are maintaining their demat account.

Pursuant to SEBI Circular No. SEBI/HO/38/13/11(2)2026-MIRSD-POD/1/3750/2026 dated January 30, 2026, the company has re-opened a Special Window for the re-lodgment of physical share transfer requests that were originally lodged prior to April 1, 2019, but remained pending. The special window will remain open for a period of one year, commencing on February 5, 2026 and ending on February 4, 2027, to enable shareholders and transferees to re-lodge such pending transfer requests in accordance with the provisions of the aforesaid SEBI Circular.

This facility is available for transfer deeds that were lodged prior to 1st April, 2019, but were rejected/returned/not attended to due to deficiency in the documents/process/or otherwise.

The securities transferred pursuant to such re-lodged transfer requests shall be credited to the transferees account only in dematerialized (demat) form and shall remain under lock-in for a period of one year from the date of registration of the transfer. During the lock-in period, such securities shall not be eligible for transfer, pledge, lien marking, or any other encumbrance.

Accordingly, the transferee(s) must maintain an active demat account and submit a duly authenticated Client Master List (CML), along with the transfer deed(s), original share certificate(s), and all other requisite documents, while lodging the transfer request with the Companys Registrar and Share Transfer Agent (RTA) or to the Companys Secretarial Department.

Eligible shareholders are requested to contact the companys Registrar and Transfer Agent (RTA) i.e. Alankit Assignments Limited, 205-208, Anarkali Complex, Jhandewalan Extension, New Delhi 110055 Telephone no: 011-42541234, 23541234, Email: info@alankit.com.

Eligible shareholders are requested to submit their transfer requests duly completed in all respects on or before the SEBI deadline of 4th February, 2027.

The SEBI Circular issued in this regard is available under the following web link:

https://www.sebi.gov.in/legal/circulars/jan-2026/ease-of-doing-investment-special-window-for-transfer-and-dematerialisation-of-physical-securities_99411.html

The company in pursuance to SEBI Master Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 Dated 7th May, 2024 as amended, has mandated that shareholder(s) holding share(s) in physical form shall furnish a self attested copy of PAN linked with Aadhaar, KYC details, choice of Nomination to the Company/Registrar and Share Transfer Agent("RTA") to process investors service requests.

45 MEMBERS HOLDING SHARES IN PHYSICAL FORM

The Companys shares are traded in the Stock Exchanges compulsorily in DEMAT mode. Members holding shares in physical form are requested to consider converting their holdings in dematerialized form.

46 NOMINATION FACILITY

Nomination Form No.SH-13 and SH-14 are available on the website of the company at https:// www.mgfltd.com. In case, any member wish to avail the said facility, he/she is requested to send the duly completed form to the RTA and/or at the Registered Office of the company. Member(s) holding shares in dematerialized form are requested to register their nominations directly with their respective depository.

47 E-MAIL ID FOR INVESTORS GRIEVANCES

In terms of SEBI Listing Regulations, the company has a designated e-mail address i.e. mgfcomplaints@yahoo.co.in for the purpose of registering complaints by investors for redressal of their grievances.

48 CONSOLIDATION AND DEMATERIALIZATION OF SECURITIES

Members are requested to register or intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/mobile numbers, Permanent Account Number(PAN), nominations, power of attorney, bank details such as, name of the bank and branch details, bank account, MICR Code, IFSC code, etc to their Depository Participant with whom they are maintaining their demat accounts.

Members, who may have more than one folio in their individual name or jointly with other persons mentioned in the same order, are requested to write to M/s Alankit Assignments Limited, Registrar and Share Transfer Agents indicating the folio number for consolidation of similar holding under one folio and also dematerialization of their securities.

49 INVESTOR EDUCATION & PROTECTION FUND(IEPF)

The Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an online application to the IEPF Authority in Form No.IEPF-5 (as prescribed by MCA) available on the website of IEPF at www.iepf.gov.in and send the physical copy of the same duly signed (as per the specimen signature recorded with the Company) along with the requisite documents to the company for verification of the claim.

50 BUSINESS RESPONSIBILITY AND SUSTAINTABILITY REPORT

As per Regulation 34(2) (f) of SEBI(LODR) Regulations, 2015, the company is not falling in the criteria based on market capitalization and as such, Business Responsibility and Sustainability Report is not applicable.

51 PUBLIC DEPOSITS

During the year under review, your company has not invited/ accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies(Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force). There are no unclaimed deposits.

52 PRE AND POST AUDIT INTERACTION SESSION OF TCWG AND STATUTORY AUDITORS

The company in compliance with NFRA organized a two way pre and post audit interaction taken between those charges with governance with TCWG and Statutory Auditors

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

In terms of the requirements of clause (m) of Sub section (3) of Section 134 of the Companies Act, 2013, read with the Companies(Accounts)Rules, 2014, the particulars are given as under:-

		As on March 31, 2026	As on March 31, 2025
a)	Technology	-	-
b)	Conservation of Energy	-	-
c)	Transactions in Foreign Currency	-	-
	a) Expenditure in Foreign Currency
	i) Repayment of Foreign Currency loan	-	-
	ii) Interest on Foreign Currency Loan	-	-
	iii) Travelling Expenses	-	-
	b) Shares held by Non Resident Shareholders	99039	129288
	No. of Shareholders	47	48

The company had no earnings in foreign exchange

54 LISTING FEE

The listing fee for the year 2026-27 has been paid to the credit of both the Stock Exchanges namely BSE Limited and NSE

Limited. The company has also paid Annual Custody Fee to NSDL and CDSL for the year 2026-27.

55 VOTING

The business as set out in the Notice will be transacted through electronic voting system and the company is providing facility for voting by electronic means. The members may cast their vote using electronic voting system (‘remote e-Voting).

56 STATUTORY DISCLOSURES.

a) Electronic copy of the Annual Report and the Notice of the AGM, inter-alia, indicating the process and manner of voting through Remote e-voting and e-voting will be sent to those members whose e-mail IDs are registered with the company/DPs for communication purposes.

b) The audited financial statements of an associate company, agreement with the Directors, will be kept for inspection by any member of the company at its Registered Office every day from 10.00 a.m. to 12.30 p.m. except Saturdays, Sundays & National Holidays upto the date of AGM.

c) The financial results are placed on the companys website with web link at

https://www.mgfltd.com/Audited%20Results.html

d) The Directors Responsibility Statement as required by section 134(5) of the Act appears at Sl. No. 21 of this report.

e) Cash Flow Statement for Financial Year ended March 31, 2026 is attached to the Balance Sheet.

57 ADDITIONAL DISCLOSURES

The company had adopted effective from April 1, 2016, the notified Indian Accounting Standards ("Ind-AS") and accordingly the Financial Statements(both Standalone and Consolidated) for the year ended March 31, 2026 have been prepared under Ind-AS. In line with requirements of applicable provisions of Law, the company has made necessary disclosures in respect of Consolidated Financial Statements, Related Party Transactions and Segmental Reporting.

58 CORPORATE INSOLVENCY REGULATION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016(IBC)

In accordance with the amendments made in Rule 8(5)(xi) of Companies(Accounts) Rules, 2014 this is to confirm that during the year under review and as on March 31, 2026, no application has been made or any proceedings is pending under the Insolvency and Bankruptcy Code, 2016 against the company.

59 ONE TIME SETTLEMENT

During the year under review there was no instance of one time settlement with banks or financial institutions.

60 CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the company during the financial year 2025-2026.

61 RATING

As the company is not inviting/accepting Public deposits, it is not applicable.

62 COST RECORDS AND COST AUDITORS

The provisions of Cost Audit and Records as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the company.

63 RISK MANAGEMENT

The Board of Directors of the company have constituted Risk Management Committee (RMC) to implement and monitor the risk management plan of the Company

The company pursues a comprehensive Risk Management Programme as an essential element of sound corporate governance and it is committed to continuously embedding risk management in its daily culture.

Each identified risk is assessed according to its probability and impact on the company.

The Board of Directors has formed an Internal Risk Management Committee to identify, evaluate, mitigate and monitor the risk management in the company. The Committee comprises across functional membership from the senior management of the company. The primary objectives of the Committee are to assist the board in the following:-

o To provide an oversight for all categories of risk and promulgate risk culture in the organization o To adopt leading risk management practices in the industry and manage risk proactively at organizational level. o Help to develop a culture of the enterprise that all levels of people understand risks. o Provide input to management of risk appetite and tolerance and monitor the organizations risk on an ongoing basis. o Monitor risks and risk management capabilities and mitigation plans.

ACKNOWLEDGEMENT

Directors place on record their thanks for the assistance and cooperation received from Banks, stakeholders, BSE & NSE, CDSL, NSDL and all other customers for their unstinted support and patronage.

Your Directors also wish to place on record the dedicated and devoted services rendered by all personnel of the company.

	For and on behalf of the Board
	For THE MOTOR & GENERAL FINANCE LIMITED
Place: New Delhi	(RAJIV GUPTA)	(ARTI GUPTA)
Dated: August 11, 2026	CHAIRMAN & MANAGING DIRECTOR & CEO	JT. MANAGING DIRECTOR
	DIN:00022964	DIN:00023237