Motor & General Finance Ltd Directors Report

The Financial Statement for the year ended March 31, 2024 have been prepared in accordance with the Indian Accounting Standard (Ind-AS) notified under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules,2015. The Financial statements have been prepared on historical cost basis, except for the following assets and liabilities.

i) Certain Financial Assets and Financial Liabilities and Contingent Consideration are measured at fair value.

ii) Assets held for sale measured at lower of cost or fair value less cost to sell.

Iii) Defined benefit plan assets measured at fair value like gratuity /leave encashment etc.

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, 2024 in aggregate amounts to Rs. 877.31 Lacs (Previous Year Rs. 899.55 lacs) The Standalone Financial Results of your company are as below:-

Your Board has not recommended any dividend for the current year.

In view of losses carried forward, your board has not transferred any amount to General Reserves for the financial year ended March 31, 2024.

Share Capital continues to remain at Rs. 19,36,35,950 divided into 3,87,27,190 equity shares of Rs.5/- each.

The company continues with the carrying value of all of its Property, Plant and Equipment recognized as at April 1, 2016 measured as per previous GAAP and used that carrying value as the deemed cost of the Property, Plant and Equipment.

(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 face value of the companys share after split is Rs. 5 per Equity Share. The Paid Up Capital of the company is Rs.19,36,35,950 divided into 3,87,27,190 Equity Shares of Rs. 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.

Standalone total revenue during the year amounted to Rs. 877.31 lacs as against Rs. 899.75 Lacs in the preceding year. Profit before tax amounted to Rs.139.25 Lacs as against Loss of Rs. (163.21) Lacs in the precedingyear.

During the year, there are no material changes and commitments in the nature of business which could affect the financial position of the company between the end of the financial year to which the financial statement relates and the date of this report unless otherwise stated.

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.

In terms of the provisions of Schedule V( C) of the SEBI Listing Regulations, a detailed Report on Corporate Governance, along with report on Management Discussion and Analysis and General Shareholders Information is enclosed as per Annexure "A" forming part of this report.

The Company is in full compliance with the requirements and disclosures that have to be made in terms of the requirements of Corporate Governance specified in SEBI Listing Regulations.

A 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 Listing Regulations, is attached herewith as per Annexure "A" to this report.

Pursuant to Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rulesw,2014, Annual Return of the company will be uploaded after filing with the ROC in due course and the same will be available on the website of the company and can be seen/ assessed at www.mgfltd.com under the head "Annual Return".

12 DIRECTORS a) Appointment

During the year Sh. Dinesh Agnani (DIN:00591448) was appointed as an Non Executive Independent Director for a period of five years starting from December 7, 2023 to December 6, 2028(both days inclusive).

Sh. Dinesh Agnani was enrolled as an Advocate in the year 1980. He has wide experience in Corporate Laws (including mergers & acquisition), Labour Laws, Telecom Laws, Arbitration Law, Consumer Laws and has been appearing in Supreme Court of India, most of the High Courts of India as well as Tribunals, Commissions, Board such, DRT, DRAT TDSAT, National Commission, Internal Arbitration & NLCT etc. He has wide expertise in the areas of Finance, Law, Information Technology, Human Resources, Risk Management, Business Management and Banking. He possesses appropriate skills, expertise and competencies required at the Board.

Sh. Dinesh Agnani has been designated as Senior Advocate by Honble High Court of Delhi on August,2011 and since then have appeared as an arguing Council both in the Courts(Supreme Court, High Courts as well as District Courts) and before the Arbitrator/Arbitral Tribunals, representing various Public Sector Undertakings and Multinational Companies. b) Resignation

Sh. Onkar Nath Aggarwal (DIN:00629878) Non Executive Independent Director on account of ill health resigned and Board accepted his resignation on December 27, 2023. Necessary returns both for the appointment of Sh. Dinesh Agnani and resignation of Sh. Onkar Nath Aggarwal were filed with the Registrar of Companies within the stipulated period.

The Board while accepting the resignation have placed on record its deep appreciation of the valuable services rendered and notable contribution made, guidance to the business clubbed with entrepreneurship which has played an important role during his stay in the organization.

As on 31st March,2024, the total strength of the Board is six directors consisting of three Non Executive Independent Directors and three Executive Directors including one Woman Director. 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. Arun Mitter (DIN:00022941) Executive Director, in terms of rotation, is retiring by rotation who has been longest in office as per initial appointment and is eligible for reappointment at this Annual General Meeting. Further, retirement by rotation of Sh. Arun Mitter shall not be deemed as break in the service. d) Re-appointment of Chairman & Managing Director & CEO, Joint Managing Director and Executive Directors

The terms of appointment of Sh. Rajiv Gupta, Chairman & Managing Director & CEO, Smt. Arti Gupta, Joint Managing Director and Sh. Arun Mitter, Executive Director expires on August 12,2025. The re-appointment shall be considered at an appropriate time. e) 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. f) Cessation of Director

During the current year ended March 31, 2024, Sh. Onkar Nath Aggarwal (DIN: 00629878) Non Executive Independent Director on account of ill health resigned and his resignation was accepted on December 27, 2023. During the financial year under review, Sh. Bharart Kumar (DIN:01090141) ceased to be Independent Director of the company with effect from September 17,2024 upon completion of his second term as an Independent Director.

The Directors state that applicable Secretarial Standards(SS-1 and SS-2) 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.

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(Woman 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. Bharat Kumar (DIN:01090141) upto September 17, 2024, Sh. Karun Pratap Hoon (DIN:05202566) and Sh. Dinesh Agnani (DIN:00591448) have also been included as Key Managerial Personnel as on March 31,2024.

In terms of Section 149(7) of the Act and Regulation 25(8) of SEBI(LODR) Regulations, 2015, Sh. Bharat Kumar (DIN:01090141), Sh. Dinesh Agnani (DIN:00591448), and Sh. Karun Pratap Hoon (DIN:05202566) are Non Executive Independent Directors of the company.

Sh. Onkar Nath Aggarwal (DIN:00629878), Non Executive Independent Director on account of ill health resigned and his resignation was accepted on December 27, 2023.

All Independent Directors of the company have given necessary declarations under Section 149(7) of the Act, confirming that they meet the criteria of independence as laid down under Section 149(6) of the Act 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 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 and possesses appropriate skills expertise and competencies required at the Board and are persons of high integrity and repute. They fulfill the conditions specified in the Act 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 an Non Executive Independent Directors of the company.

In terms of Section 149 of the Act and SEBI(LODR) Regulations,2015, Sh. Dinesh Agnani(DIN:00591448) appointed by the Board on December 7, 2023 for a period of five years from December 7,2023 to December 6,2028(both days inclusive), terms of appointment as an Non Executive Independent Directors was approved by the shareholders through Postal Ballot on January 22,2024.

There is no pecuniary or business relationship between Non Executive Independent Directors and the company, except for the payment of Board Meeting fee for attending the Board Meetings. Meeting Fee is paid in accordance with the applicable laws and with the approval of the members. No meeting fee is paid for attending the Committee Meetings.

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:-

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.

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 Non Executive 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(Listing Obligations and Disclosure Requirements) Regulations,2015. Performance evaluation of the Board and Committees

The performance of the Board was evaluated by the Board Members after considering inputs from all the Directors primarily on:- - Board composition and quality with emphasis on its size, diversity & skill - Periodic review of companys management and internal control system for appropriateness and relevance.

- Board process and procedure with emphasis on the frequency of Meetings, Attendance thereof, flowof information. The Board evaluated the performance of the Committee on the following parameters:-

- Appropriateness of size and composition

- Reporting to the Board on the Committees activities.

- Availability of appropriate internal and external support or resources to the Committee. Evaluation Outcome

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 and excellent follow up.

The assessment brought out that all the Directors are excellently 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 and the Nomination & Remuneration Committee reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In terms of requirements under Schedule IV of the Companies Act,2013 and Regulation 25(3) of SEBI(LODR) Regulations,2015, two separate meetings of the Independent Directors were held on November 24,2023 and January 18,2024. The Independent Directors at the meeting, inter-alia, reviewed the following:-

The Company Secretary, as per the directions of the Chairman, prepares the agenda of the Board/Committee Meetings which is sent either in person or by electronic mode/ email, to the members well in advance in order to carry out the business outlined in this regard. The Company Secretary records the minutes of each meeting and draft minutes are circulated to all members of the Board well in advance.

During the financial year 9 (Nine) Board Meeting(s) and 10(Ten) Audit Committee Meeting(s) were convened and held. Details are given in the Corporate Governance Report which forms part of this Annual Report. It is ensured that the time gap between the two meetings is not more than 120 days as is prescribed under the Companies Act,2013 and SEBI(LODR) Regulations,2015.

Management Discussions and Analysis Report is given as per Annexure "B", pursuant to the SEBI(LODR) Regulations,2015. It provides an overview of the affairs of the company, business environment, mission & objectives, strengths, opportunities and internal control systems which forms a part of this Annual Report.

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

AUDIT COMMITTEE

As required under Section 177(8) of the Act, the details pertaining to the composition, terms of reference and number of meetings of the Audit Committee are included in the Report on Corporate Governance, which forms part of this Report. During the year under review, there was no instance wherein the Board had not accepted any recommendation of the Audit Committee.

SEBI(LODR) Regulations,2015 mandated the formulation of certain policies for the listed Companies which are available on companys website www.mgfltd.com.

The Company has established a formal Whistle Blower Policy for reporting improper or unethical practices or actions which are violative 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.

The details of the policy are explained in this Report and also posted on the website of the company i.e. www.mgfltd.com.

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.

The Policy framed by the company is in compliance with the requirements of the Act and SEBI(LODR) Regulations,2015 and is available on the website of the company at http://mgfltd.com

During the year, no fraud has been reported by the Auditors under sub-section (12) of Section143 of the Companies Act,2013.

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.

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 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.

There is percentage increase/ decrease in the median remuneration of the Directors/employees in the year 2023 and 2024 respectively. The company affirms that the remuneration is as per the Remuneration Policy of the company.

The Board has approved the Succession Policy as is required under Regulation 17(4) of SEBI(LODR) Regulations,2015. 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 for appointments, remuneration & evaluation. These governance policies, inter alia, outline Succession Planning for the Board, Key Managerial Personnel and Senior Management.

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, the size and complexity of its operations.

During the financial year under report, the internal controls were tested and found effective, as a part of the Managements control testing initiative. Accordingly, the Board, with the concurrence of the Audit Committee and the Auditors, is of the opinion that the companys Internal Financial Controls were adequate and operating effectively for the financial year ended 2023-2024.

33. AUDITORS COMMENTS

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

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.

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. Further, omnibus approval has been obtained for transactions which are repetitive in nature. Also these transactions entered into pursuant to omnibus approval were placed before the Audit Committee for its review. Although, there are no material related party transactions yet the company has obtained necessary shareholders approval. Further, there are no materially significant related party transactions made by the company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the company at large.

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 Non

Executive Independent Directors for attending the Board Meeting(s). All Related Party Transactions are placed before the Audit Committee and 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 at www.mgfltd.com

The details of the related party transactions as per Indian Accounting Standards(Ind-AS) 24 are set out in Note No. 33 to the Standalone Financial Statements of the company.

None of the transactions entered into with related parties during the financial year 2023-24 falls under the purview of Section 188(1) of the Act and Rules framed thereunder. All contracts or arrangements entered into with related parties during the year, were at arms length basis and in the ordinary course of the company ‘s business and with prior approval of the Audit Committee/Board, as applicable.

In terms of Section 134(3) and (4) read with Section 188(2) of the Act, no material contract or arrangement with any related party was entered into by your company during the year under report. Therefore, there is no requirements to report any transaction in Form No. AOC-2 in terms of Section 134 of the Act, read with Rules 8 of the Companies(Accounts) Rules, 2014. A policy, governing the related party transactions, which is in line with the requirements of the Act and the Listing Regulations, and duly approved by the Board of the Company, has been adopted and the same has been uploaded on the companys website at https://www.mgfltd.com.

36 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 adopted 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 www.mgfltd.com.The company has received confirmations from Non Executive Directors/Independent Directors as well as Senior Management Personnel regarding compliance of the Code during the financial year under review. b) MGFS CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING CODE

In accordance with the SEBI(Prohibition of Insider Trading) Regulations,2015), as amended, from time to time, the Board of Directors of the company has adopted, MGF Code of Conduct for Prevention of Insider Trading and the Code of Corporate Disclosure Practices "Insider Trading Code".

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.

Statutory Auditors- Appointment & 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 31,2024 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, a proposal is put up for approval of members for authorizing the Board of Directors of the company to fix Auditors remuneration for the year 2024-25. The members are, therefore, requested to approve the same being an item of notice of the AGM.

Pursuant to the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial

Personnel) Rules,2014, as amended, from time to time, the company had re-appointed M/s Anjali Yadav & Associates,(FCS No.6628 & CP No.7257) Company Secretaries, to undertake the Secretarial Audit of the Company for the Financial Year ended March 31,2024.

Secretarial Audit Report for the financial year ended March 31,2024 is annexed herewith as per Annexure ‘C and ‘C1 in Form No.MR-3 and forms an integral part of this report. Further, the Secretarial Compliance Report for the financial year ended March 31,2024 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. M/s Anjali Yadav & Associates, Secretarial Auditor have also been re-appointed as scrutinizer to electronically submit the Consolidated Scrutinizer Report i.e. votes cast through remote e-voting and e-voting during AGM.

As on the date of this report, M/s Anjali Yadav & Associates, Company Secretaries, was appointed to conduct as Scrutinizer for two Postal Ballots.

The company has complied with the Secretarial Standards for the Board Meeting(SS-1) and General Meetings(SS-2) during the year 2023-24.

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. 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 Act and the Listing Regulations.

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

The company has adequate internal financial control with reference to financial statement. During the year, the Auditors have not given any adverse remarks.

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

As per Regulations 33 of SEBI(LODR) Regulations,2015(hereinafter referred to as "Listing 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 2023-24 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 Statements, have taken on record that it is 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.

As per the provisions of Section 135 of the Companies Act,2013, as amended, the company is not falling in the criteria as is prescribed in the said section and as such, CSR is not applicable during this year. CSR Policy of the company, however, is available on companys website www.mgfltd.com

As required under Regulation 17 of SEBI(LODR) Regulations,2015, the CEO/CFO certificate for the financial year 2023-24 signed by Sh. Rajiv Gupta, Chairman & Managing Director &CEO and Sh. M.K. Madan, VP, CS & Compliance Officer &CFO, was considered and approved by the Board of Directors of the company at their meeting held on May 28,2024.

There are no employee in receipt of remuneration which, inter-alia, requires the company to furnish the particulars of Employees as required under Rule 5(2) & 5(3) of 6the Companies (Appointment and Remuneration of Managerial Personnel)Rules,2014.

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. 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. The company has sent Circular to the shareholders to update Permanent Account Number("PAN") linked with Aadhaar, KYC details and Nomination in respect of shares held in physical form in The Motor and General Finance Limited ("the Company") and dematerialize the same.

The Companys shares are traded in the Stock Exchanges compulsorily in DEMAT mode, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings in dematerialized form. Members can contact the company or companys Registrar and Share TransferAgent, M/s Alankit Assignments Limited for assistance in this regard. SEBI vide its latest Circular dated 16th March,2023, in supersession of earlier Circulars in this regard, has reiterated that it is mandatory for all holders of physical securities to furnish their PAN as well as other KYC documents to the RTA (Registrar and Share

Provisions of Section 72 of the Companies Act,2013 read with the rule 19(1) of the rules made thereunder extends nomination facility to individuals holding shares in the physical form. To help the legal heirs/successors get the shares transmitted in their favour, shareholder(s) are requested to furnish the particulars of their nomination in the prescribed Nomination Form No.SH-13 and SH-14 are available on the website of the company at www.mgfltd.com. In case, any of the members wish to avail facility, they are requested to send the duly completed form to the Registrars 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.

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.

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, MCR Code, IFSC code, etc to their Depository Participants with whom they are maintaining their demat accounts in case the shares are held by them in electronic form/demat form and to Alankit Assignments Limited in case the shares are held by them in physical form.

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 the Registrar and Share Transfer Agents indicating the folio number for consolidation of similar holding under one folio and also dematerialization of their securities.

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.

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.

During the year under review, your company has not 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.

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:

The company had no earnings in foreign exchange

The listing fee for the year 2024-25 has already been paid to the credit of both the Stock Exchanges . namely BSE Limited and NSE Limited. The company has also paid fee to NSDL and CDSL for the year 2024-25.

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 votes using electronic voting system (‘remote e-Voting).

56 OTHER 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 are being sent to those Members whose e-mail IDs are registered with the company/DPs for communication purposes.

b) The audited financial statements of the associate companies and/or other documents, like agreement with the Directors for their re-appointments 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 & Holidays upto the date of AGM.

c) The financial results are placed on the companys website at www. mgfltd.com.

d) The Directors Responsibility Statement as required by section 134(5) of the Act appears at point No.19 of this report.

e) Cash Flow Statement for Financial Year ended March 31,2024 is attached to the Balance Sheet.

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 31,2024 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.

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

There has been no change in the nature of business of the company during the financial year 2023-2024.

The Board of Directors of the company has constituted Risk Management Committee(RMC) to implement and monitor the risk management plan of the company. The details pertaining to composition, terms of reference and the number of meetings held for the RMC are included in the Report on Corporate Governance, which forms part of this Report;. The company has a well documented and robust risk management framework in place. Under this framework, risks are identified across all business processes of the company on a continuous basis.

ACKNOWLEDGEMENT

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