Mufin Green Finance Ltd Directors Report

To

The Members,

The Board of Directors is pleased to present the 10th (Tenth) Board Report of Mufin Green Finance Limited (“the Company”), together with the Audited Financial Statements for the financial year (FY) ended March 31, 2026.

FINANCIAL SUMMARY

The Company?s financial performance (Standalone and Consolidated) for the financial year ended March 31, 2026 is summarised below:

				( in Lakhs except EPS)
Particulars	Standalone	Consolidated
	2025-26	2024-25	2025-26	2024-25
Total Revenue	21,070.26	16,198.83	21,070.26	18,239.88
Total Expenses	17,272.05	13,466.54	17,272.35	15,646.92
Profit Before Tax	3,798.21	2,732.29	3,797.91	2,592.96
Less: - Tax (including deferred tax)	971.66	703.73	971.66	668.68
Profit for the period	2,826.55	2,028.56	2,826.25	1,924.28
Other Comprehensive Income	338.82	7.01	338.82	7.01
Total Comprehensive Income for the year	3,165.37	2,035.57	3,165.07	1,931.29
Earnings per equity shares (EPS)
Basic EPS (In )	1.64	1.24	1.64	1.18
Diluted EPS (In )	1.64	1.21	1.64	1.16

STATE OF COMPANY AFFAIRS & OPERATIONS

The information on Company?s affairs and related aspects is provided under Management Discussion and Analysis Report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of this Report.

Standalone Results:

During 2025-26, Revenue grew by 30.64% to 210.28 Crores in 2025-26 from 160.96 Crores in 2024-25. Profit After Tax (PAT) increased by 39.35% to 28.26 Crores in 2025-26 from 20.28 Crores in 2024-25, an increase of AUM by 83.8% to 1541.17 Crores in 2025-26 from 838.44 Crores in 2024-25. The Net Worth increased by 112.66% from 270.24 Crores in 2024-25 to 574.69 Crores in 2025-26.

Consolidated Results:

During 2025-26, Revenue grew by 15.94% to 210.28 Crores in 2025-26 from 181.37 Crores in 2024-25. Profit After Tax (PAT) increased by 46.87% to 28.26 Crores in 2025-26 from 19.24 Crores in 2024-25, an increase of AUM by 84.57% to 1,541.17 Crores in 2025-26 from 835.02 Crores in 2024-25. The Net Worth increased by 113.45% from 269.23 Crores in 2024-25 to 574.69 Crores in 2025-26.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business and operations of the Company during the year under review.

TRANSFER TO RESERVES

Under section 45-IC (1) of Reserve Bank of India (‘RBI?) Act, 1934, non-banking financial companies (‘NBFCs?) are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Accordingly, the Company has transferred a sum of 5.65 Crores to its reserve fund.

Pursuant to section 71 of Companies Act, 2013 (the ‘Act?) read with rule 18 of the Companies (Share Capital and Debentures) Rules, 2014, the Company, being an NBFC, is exempt from creating debenture redemption reserve in respect of privately placed debentures including the requirement to invest up to 15% of the amount of debentures maturing during the next financial year. However, the Company maintains sufficient liquidity buffer to fulfil its obligations arising out of debentures. In case of secured debentures, an asset cover of at least 100% is maintained at all times.

DIVIDEND

In view of the future growth of the Company, the Board of Directors has decided to conserve capital. Therefore, the Board has decided not to recommend dividend for 2025-26.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and as reviewed and adopted by the Board of Directors of the Company, is available on the Company?s website viz., URL: https://mufingreenfinance. com/wp-content/uploads/2025/05/MGFL_-DIVIDEND- DISTRIBUTION-POLICY.pdf.

CAPITAL STRUCTURE Authorised Share Capital

During the year under review, there was no change in the Authorised Share Capital of the Company which continues to stand at 50,00,00,000 (Rupees Fifty Crores only), divide into 50,00,00,000 (Fifty Crores) equity shares of 1/- each.

Paid-up Share Capital

During the year under review and up to the date of this Report, the Company has made the following allotments, pursuant to which the paid-up equity share capital of the Company has increased to 19,81,62,188 (Rupees Nineteen Crores Eighty-One Lakhs Sixty-Two Thousand One Hundred and Eighty-Eight).

S. No.	Date of Allotment	Number of Shares	Type of issue	Issue price (In )
1.	June 03, 2025	12,00,000	Preferential Issue: (Conversion of Warrants)	55
2.	June 20, 2026	36,25,000	Preferential Issue: (Conversion of Warrants)	55
3.	June 26,2026	46,40,000	Preferential Issue: (Conversion of Warrants)	55
4.	November 20, 2025	2,76,251	Allotment of ESOP	40
5.	March 04, 2026	2,49,30,765	Preferential Issue: Allotment of Equity Shares	98

During the year under review, the Company allotted 49,50,000 Equity Shares of face value of 1/- each to the Promoter and Promoter Group, pursuant to the conversion of warrants. The Equity Shares were allotted at an issue price of 55/- per Equity Share (Inclusive of premium of 54/- per Equity Share).

The Management Committee of the Company, vide resolution dated March 04, 2026, approved the allotment of 76,53,061 Convertible Warrants at an issue price of 98/- per share aggregating to 74,99,99,978 (Rupees Seventy Four Crores Ninety Nine Lakhs Ninety Nine Thousand Nine Hundred Seventy Eight) by way of preferential allotment in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”) on a private placement basis to Hindon Mercantile Limited, the Promoter of the Company.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, Company has following subsidiaries companies:

1. Mufin Green Leasing Private Limited- Wholly Owned Subsidiary.

2. Mufin Green Infra Limited*

Mufin Green Infra Limited ceased to be a subsidiary of the Company with effect from December 25, 2025, pursuant to the sale of shares held by the Company in the said entity.

In accordance with the Section 129 of the Companies Act, 2013 read with rules framed thereunder (“Act”) a statement containing the salient features of the financial statements of the subsidiaries of the Company in form AOC-1 is annexed as Annexure - I.

During 2025-26, no new subsidiary or associate was incorporated/ acquired. The Company has not entered into a joint venture with any other Company.

Material Subsidiary

During the financial year ended March 31, 2026, the Company did not have any material subsidiary as defined under Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FUND RAISING

During the year under review your Company continued with its diverse methods of sourcing funds including borrowing through NCDs, external commercial borrowings, Securitisation Borrowings (PTC) term loan and working capital facilities. As on March 31, 2026, the Company doesn?t have any listed green debt securities.

During the year under review, the Company raised fresh term loans aggregating to 461.50 Crores, External Commercial Borrowings aggregating to 194.58 Crores, and 25.17 Crores through Pass-Through Certificates (PTCs). The Company also raised funds aggregating to 444.40 Crores through secured Non-Convertible Debentures (NCDs) and Cash Credit and Others aggregating to 66.33 Crores during the year.

The Company has appointed Catalyst Trusteeship Limited, Axis Trustee Services Limited, Vardhman Trusteeship Private Limited, and Mitcon Credentia Trusteeship Services Limited as Debenture Trustees in respect of various issues of debentures undertaken by the Company. The details relating to the Debenture Trustees are provided in the Corporate Governance Report forming part of this Annual Report.

The Company on March 04, 2026 raised a sum of 244.32 Crores by allotment 2,49,30,765 fully paid-up equity shares of face value 1/- each at an issue price of 98/- per share (including a premium of 97/-) through preferential issue.

Further, the Company allotted 76,53,061 warrants at an issue price of 98/- per warrant by way of preferential issue on private placement basis, to Hindon Mercantile Limited, promoter of the Company upon receipt 18.74 Croress, being 25% of total issue price. The remaining 75% of the total issue price shall be payable at the time of conversion of warrant.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2026, the Company had six Directors on its Board. Of these, five were Non-Executive Directors, comprising four Independent Directors, while one was an Executive Director and Managing Director.

During the period under review, there was no change in the Directors of the Company.

Retirement by rotation

In terms of provisions of Section 152 of the Companies Act, 2013, Ms. Srishti Agarwal (DIN: 10229578), Non-Executive NonIndependent Director is liable to retire by rotation and, being eligible, has offered herself for re-appointment at the ensuing 10th AGM of the Company. During the year under review, no Director including any Independent Director of your Company resigned from the Company.

Key Managerial Personnel

The following persons were designated as the Key Managerial Personnel (“KMP”) of your Company pursuant to Section 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 as on March 31, 2026:

1. Mr. Kapil Garg, Managing Director

2. Ms. Gunjan Jain, Chief Financial Officer

3. Mr. Mayank Pratap Singh, Company Secretary

During the year under review, there was no change in Key Managerial Personnel.

Fit and Proper and Non-Disqualification declaration by Directors

All the Directors of the Company have provided annual confirmation that they satisfy the “fit and proper” criteria as prescribed under Chapter IV of RBI Master Direction No. RBI/DOR/2025-26/344 DOR.GOV.REC. No. 263/18-10-013/2025- 26 dated November 28, 2025, as amended, and that they are not disqualified from being appointed/continuing as Directors in terms of Section 164 (1) and (2) of the Companies Act, 2013

Declaration by Independent Directors

All the Independent Directors have given their declaration and confirmation that they fulfil the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations and have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Further, the Board after taking these declarations/disclosures on record and acknowledging the veracity of the same, concluded that all the Independent Directors hold highest standards of integrity and possess the relevant proficiency, expertise and experience to qualify and continue as Independent Directors of the Company and are Independent of the Management of the Company.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by Indian Institute of Corporate Affairs, Manesar (‘IICA?) and the said registration is renewed and active as on the date of this report. The Independent Directors of the Company are either exempted from the requirement to undertake the online proficiency selfassessment test conducted by IICA or have cleared the online proficiency self-assessment test as applicable.

DIRECTORS? RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, (“the Act”) your Directors, based on the representations received from the Operating Management and after due enquiry, confirm that:

i. I n the preparation of the annual accounts for financial year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures in adoption of these standards.

ii. They had in consultation with the Joint Statutory Auditors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts for financial year ended March 31, 2026 on a going concern basis.

v. They have laid down adequate internal financial controls to be followed by the Company and that such internal financial controls were operating effectively during the financial year ended March 31, 2026.

vi. They have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively during the financial year ended March 31, 2026.

POLICIES ON APPOINTMENT OF DIRECTORS AND SENIOR MANAGEMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

In accordance with the provisions of Section 134(3)(e) of the Companies Act, 2013 (“the Act”) read with Section 178 of the Act and Regulation 17 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), your Company has adopted a Policy on Appointment of Directors and Senior, which, inter-alia, includes the criteria for determining qualifications, positive attributes and independence of Directors, identification of persons who are qualified to become Directors and who may be appointed in the Senior Management team, and the Talent Management framework of the Company and Policy on Remuneration of Directors , Key Managerial Personnel, Senior Management and other Employees of the Company in accordance with the provisions of sub-section (4) of Section 178 of the Act, Master Direction - Reserve Bank of India (Non-Banking Financial Companies - Governance) Directions, 2025 and Listing Regulations. The said policy is available on the website of the Company and can be accessed at https://mufingreenfinance. com/wp-content/uploads/202 4/07/Nomination-and- Remuneration-Policy.pdf.

PERFORMANCE EVALUATION OF THE BOARD

During the year under review, the Board of Directors undertook a comprehensive annual evaluation of the performance of the Board as a whole, its Committees and individual Directors, in accordance with the provisions of the Companies Act, 2013 provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The evaluation of the Board was undertaken based on feedback received from all Directors and covered various aspects, including the composition and structure of the Board, effectiveness of Board processes, quality and adequacy of information provided to the Board, participation and deliberations during meetings, and the overall effectiveness of the Board in discharging its responsibilities.

The performance of the Committees was evaluated by the Board based on the feedback received from the respective Committee members. The evaluation covered, inter alia, the composition and terms of reference of the Committees, effectiveness of Committee meetings, participation of members, and the manner in which the Committees discharged their respective responsibilities.

The performance of individual Directors was assessed on the basis of various parameters, including attendance and active participation in meetings of the Board and its Committees, contribution to discussions and decision-making, and the effective discharge of their duties with due care, skill and diligence.

The Independent Directors also evaluated the performance of the Non-Independent Directors and the Board as a whole, in accordance with the applicable statutory and regulatory requirements.

Based on the evaluation undertaken, the Board was satisfied with the overall performance of the Board, its Committees and individual Directors during the year under review.

FAMILIARISATION PROGRAMME FOR DIRECTORS

The Company has established a structured familiarisation programme for its Directors, including Independent Directors, to enable them to gain a comprehensive understanding of the Company?s business, operations, industry environment, regulatory framework and broader economic developments.

The Directors are periodically apprised of significant developments relating to the Company and its business and are provided with relevant information and documents to facilitate informed deliberations and effective decisionmaking. Independent Directors are familiarised with their roles, responsibilities and duties through their formal letters of appointment and are regularly updated through discussions at Board and Committee meetings, interactions with the senior management and business heads.

In compliance with the provisions of the Companies Act, 2013 and Regulation 25(7) of the Listing Regulations, the Company conducted familiarisation programmes for its Directors, including Independent Directors, during the year under review. The programmes were undertaken through briefings, and discussions held during Board and Committee meetings.

Details of such programmes are available on the Company?s website at:https://m ufingreenfinance.com/wp-content/uploads/2026/07/ Familiarisation-Programme-2025-2026.pdf and also form part of the Corporate Governance Report

MEETINGS OF DIRECTORS AND COMMITTEES Number of Meetings of the Board:

During the year under review, Seven (7) meetings of the Board of Directors were held. The Board Meetings were held on May 27, 2025; August 14, 2025; August 28, 2025; October 08, 2025; November 06, 2025; November 14, 2025 and February 13, 2026. The maximum interval between any 2 (two) consecutive meetings did not exceed 120 days, as prescribed by the Act.

Committees of the Board of Directors:

The committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The Board committees have been constituted to deal with specific areas/activities as mandated by applicable rules and regulations or as delegated by the Board, which need a closer review.

The Board has constituted the following Committees:

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Stakeholders Relationship Committee

iv) Risk Management Committee

v) CSR Committee

vi) IT Strategy Committee

The details of the composition of the Board and its committees, as well as the Meetings held and attendance of the directors at such meetings is provided in the Corporate Governance Report forming part of this Annual Report.

DEPOSIT UNDER CHAPTER V OF THE COMPANIES ACT, 2013

The Company has not accepted any public deposits during the year under review and shall not accept any deposits from the public without obtaining the prior approval of the Reserve Bank of India (RBI), as may be required under the applicable provisions.

Further, being a Non-Banking Financial Company (NBFC), the disclosure requirements specified under Chapter V of the Companies Act, 2013, read with Rules 8(5)(v) and 8(5)(vi) of the Companies (Accounts) Rules, 2014, are not applicable to the Company.

AUDITORS? & AUDIT REPORTS Statutory Auditors

Based on the recommendation of the Audit Committee and the Board of Directors, the members of the Company at the 9th AGM held on September 29, 2025, had approved the appointment of M/s. Gaur & Associates, Chartered Accountants (ICAI Firm Registration Number: 005354C) as the Statutory Auditors of the Company for a term of 3 consecutive years to hold office from conclusion of 9th AGM up to the conclusion of 12th AGM to be held in the year 2028. The Statutory Auditors hold valid peer review certificate as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”).

The Statutory Auditor of the Company have issued clean/ unmodified Audit Reports on the Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026. The report(s) do not contain any qualification, reservation or adverse remark or disclaimer.

Secretarial Auditor

In compliance with Regulation 24(A) of Listing Regulations as amended vide SEBI notification dated December 12, 2024 and basis the recommendation of the Audit Committee and the Board of Directors, the members of the Company at the 9th Annual General Meeting held on September 29, 2025, had approved the appointment of M/s. Abhay K & Associates, Company Secretaries (ICSI Unique Identification No. S2022DE896500) and (Peer Review No. 2050/2022) as the Secretarial Auditor of your Company for a term of 5 consecutive years to hold office from conclusion of 9th AGM up to the conclusion of 14th AGM to be held in the year 2030. In accordance with the provisions of Section 204 of the Companies Act, 2013 (“Act”) read with the Rules framed thereunder,

The Secretarial Auditor has issued clean Secretarial Audit Report for 2025-26 which is appended to this Report as “Annexure II”. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

Internal Auditors

The Board has re-appointed M/s. J. Mandal & Co. LLP (FRN: 0302100E/N500422), Chartered Accountants, Delhi as the Internal Auditors of the Company in its Board Meeting held on May 21, 2026 for the Financial Year 2026-27. The Internal Audit report is submitted every quarter before the Audit Committee by the Internal Auditors.

Cost Records and Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148 of the Companies Act, 2013 are not applicable in respect of the business activities carried out by the Company.

FRAUD REPORTING

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instance of fraud committed in the Company by its officers or employees, involving an amount of less than 1 Crores to the Audit Committee under section 143(12) of the Companies Act, 2013.

Further, there has not been any instance of fraud committed in the Company by its officers or employees, involving an amount of 1 Crores and above.

The Company continues to uphold the highest standards of integrity, transparency and ethical conduct by strengthening its compliance framework, risk management practices and corporate governance mechanisms.

RISK MANAGEMENT POLICY

The Company has established a comprehensive Risk Management Framework to facilitate the identification, assessment, monitoring and mitigation of risks that may impact its business operations and objectives. The framework is aimed at ensuring a structured approach to risk management, promoting transparency and enabling timely mitigation of potential risks.

The Company has adopted a Risk Management Policy in accordance with the applicable provisions of the Companies Act, 2013 and Regulation 17(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). The Policy provides a framework for identifying and evaluating various risks, assessing their potential impact and implementing appropriate measures for their mitigation.

Given the dynamic economic, geopolitical, regulatory and financial environment in which the Company operates, effective risk management remains an integral part of its business strategy and governance framework. The Company continues to strengthen its risk management processes and controls to support business continuity, financial stability and sustainable growth.

The Risk Management Committee (“RMC”) has been constituted in accordance with the applicable provisions of the Reserve Bank of India (Non-Banking Financial Companies - Governance) Directions, 2025, the SEBI Listing Regulations and other applicable regulatory requirements. The RMC oversees the implementation of the Risk Management Framework and periodically reviews the adequacy and effectiveness of the risk management systems and mitigation measures adopted by the Company.

During the financial year under review, the Risk Management Committee met four (4) times. The details of the meetings, composition, terms of reference and attendance of the Committee are provided in the Corporate Governance Report forming part of this Annual Report.

Further details regarding the Company?s risk management framework, key risks identified and the measures undertaken for their mitigation are provided in the Management Discussion and Analysis section of this Annual Report.

Based on the assessment undertaken during the year, the Board is of the opinion that there are no material risks that may threaten the existence or continuity of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has established a robust framework of Internal Financial Controls comprising policies, processes and procedures designed to ensure the orderly and efficient conduct of its business. These controls support compliance with the Company?s policies, safeguarding of assets, prevention and detection of frauds and errors, maintenance of accurate and complete accounting records, and timely preparation of reliable financial information. The effectiveness of these controls is reviewed and tested periodically to ensure that they continue to operate as intended.

Based on the assessment carried out, the Board is of the opinion that the Company?s Internal Financial Controls with reference to the financial statements are adequate and operating effectively. The control framework is appropriate and commensurate with the size, scale and complexity of the Company?s operations.

Further details regarding the Internal Control Systems and their adequacy are provided in the Management Discussion and Analysis forming part of this Annual Report.

RESERVE BANK OF INDIA GUIDELINES

The Company continues to fulfil all the norms and standards laid down by RBI pertaining to non-performing assets, capital adequacy, etc. As against the RBI norm of 15%, the capital to risk weighted assets ratio of the Company was 32.08% as on March 31, 2026. In line with the RBI guidelines for asset liability management (‘ALM?) system for NBFCs, the Company has an asset liability committee, which reviews its ALM risks and opportunities. The Company continues to be in compliance with the RBI Directions.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has in place a Policy on Related Party Transactions and the same can be accessed on the Company?s Website at https://mufingreenfinance.com/wp- content/uploads/2026/08/RPT.pdf

All RPTs that were entered into during 2025-26 were on an arm?s length basis and in the ordinary course of business and disclosed in the Financial Statements. There were no materially significant RPTs made by the Company with Promoters, Directors, KMPs or Body Corporate(s), which had a potential conflict with the interest of the Company at large. Accordingly, the disclosure of RPTs as required under the provisions of Section 134(3)(h) of the Act in Form AOC-2 is not applicable. The Directors draw attention of the Members to notes to the Financial Statements which sets out related party disclosures.

Your Company has obtained the Member?s approval on Material RPTs in the last AGM held on September 29, 2025 for Financial Year 2025-26. Considering that the Company is a NBFC-ML and given the nature of its business and operations, it will continue to enter into various RPTs in the ordinary course of business. Accordingly, the Company has sought approval from the Members for material RPTs, the details of which are available in the Notice convening the AGM of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are set out below

Conservation of Energy

The Company remains conscious of its responsibility towards conservation of natural resources and continues to adopt measures aimed at reducing energy consumption in its day- to-day office and business operations. The key steps taken during the year include:

• Optimal utilisation of electricity and use of energy-efficient LED lighting across office premises

• Encouraging natural lighting and ventilation wherever feasible to reduce dependence on artificial lighting and air-conditioning;

• Promoting digitisation and paperless processes, thereby reducing consumption of paper and associated resources

• Creating awareness among employees to adopt energyconscious practices in the workplace.

The above measures have contributed to more efficient utilisation of resources across the Company?s offices and business operations, with continued focus on identifying further opportunities for savings.

Technology Absorption

Your Company is not engaged in manufacturing activities, therefore there is no specific information to be furnished in this regard.

Considering the nature of services and businesses, no specific amount of expenditure is earmarked for Research and Development. However, the Company on an ongoing basis strives for various improvements in the products, platforms, and processes.

Foreign Exchange Earnings and Outgo

During the year under review, the foreign exchange earnings and outgo of the Company were as follows:

• Foreign Exchange Earnings: 0

• Foreign Exchange Outgo: 1798.29 Lakhs

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosure with respect to the remuneration of Directors and Employees as required under Section 197 (12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed as Annexure-III which forms part of this Report.

Pursuant to the provisions of Section 136(1) of the Companies Act, 2013 and as advised, the statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be available for inspection at the Registered Office of the Company during working hours and Members interested in obtaining a copy of the same may write to the Company Secretary and the same will be furnished on request. Hence, the Annual Report is being sent to the Members excluding the aforesaid information.

DISCLOSURE ON EMPLOYEE STOCK OPTION PLAN (ESOP)

The NRC administers and monitors the Company?s ESOP in accordance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. During the year, 2,76,251 stock options were exercised by the eligible employees under the said MGFL ESOP Scheme 2023.

The disclosure relating to ESOPs required to be made under the provisions of the Companies Act, 2013 and the Rules made thereunder and the Securities and Exchange Board of India (Share Based Employee Benefit and Sweat Equity) Regulations, 2021 is provided on the website of the Company. A certificate from the Secretarial Auditors confirming that the scheme has been implemented in compliance with the SEBI (SBEB & SE) Regulations has also been obtained. These documents are available for electronic inspection by Members during the AGM and can also be accessed on the Company?s website at www.muflngreenflnance.com.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year 2025-26, is available on the Company?s website at https://mufingreenfinance.com/annual- returns/

CORPORATE GOVERNANCE

As a responsible corporate citizen, the Company is committed to maintain the highest standards of Corporate Governance and believes in adhering to the best corporate practices prevalent globally.

A detailed Report on Corporate Governance pursuant to the requirements of Regulation 34 read with Schedule V of the SEBI Listing Regulations, is attached to this Report as Annexure-IV. A certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance, as stipulated in Clause E of Schedule V to the SEBI Listing Regulations is attached to the Corporate Governance Report.

A certificate from the MD and CFO confirming correctness of the financial statements, adequacy of internal control measures, etc. is also attached to the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company?s? approach towards Corporate Social Responsibility (CSR) is to interweave social responsibility of the Company into Company?s mainstream business functions. CSR is an integrated part of the Company Policy.

The Company is committed to bring a tangible change in the lives of people living in the surroundings by giving them employment opportunities, as well as by their socioeconomical development. All CSR initiatives are being planned, executed and monitored by the Committee/ Board. The CSR programmes are aligned with Govt. mandate at Local and State Level and as per the specific needs of the Community.

A Board level Committee of CSR has been constituted. The details of membership of the Committee & the meetings held are detailed in the Corporate Governance Report, forming part of this Report. The Corporate Social Responsibility Policy is available on the website of the Company at the www. mufingreenfinance.com.

The Annual Report on Corporate Social Responsibility activities is annexed to this report as Annexure-V

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Annual Report and is annexed to this report as Annexure-VI

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place a comprehensive WhistleBlower Policy and Vigil Mechanism in accordance with the requirements of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. The mechanism is intended to provide Directors, employees and value chain partners with a secure, confidential and appropriate channel to raise concerns regarding matters that may adversely affect the Company or its work environment.

The Policy enables Directors, employees and value chain partners to report, in good faith, concerns relating to unethical conduct, actual or suspected fraud, violations of the Company?s Code of Conduct or ethics policies, and any actual or suspected leak of unpublished price sensitive information (UPSI). The Company is committed to ensuring that such concerns are appropriately reviewed and addressed while maintaining confidentiality and protecting individuals who raise concerns in good faith.

The Whistle-Blower Policy is uploaded on the website of the Company and can be accessed at https://mufingreenfinance. com/wp-content/uploads/2026/05/Vigil-Mechanism-policy.pdf

More details are given in the Report on Corporate Governance.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans in the ordinary course of its business, is exempted from complying with the requirements to disclose in the financial statement the full particulars of the loans given, investment made, guarantee given, or security provided.

MATERIAL CHANGES AND COMMITMENTS

No material changes or commitment has occurred after the close of the 2025-26 till the date of this Report, which affects the financial position of the Company.

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

The Company maintains zero tolerance towards sexual harassment and has fully complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and the rules framed thereunder.

The Company is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender discrimination, or harassment, and believes that all employees have the right to be treated with fairness and dignity.

In line with this commitment, the Company has in place a gender-neutral Anti-Sexual Harassment Policy, framed in accordance with the provisions of the POSH Act. An Internal Complaints Committee (ICC) has been constituted to redress complaints relating to sexual harassment. All employees- permanent, contractual, temporary, and trainees - are covered under this policy.

During the year under review, no complaint relating to sexual harassment was received by the Company. Accordingly, there were no cases pending for redressal or requiring further action during the year. A summary is provided below:

Details of the complaints received during the year are as under:

No. of complaints of sexual harassment received in the year	No. of complaints disposed off during the year	No. of cases pending for more than ninety days
0	0	0

INVESTOR SERVICES

In its endeavour to improve investor services, your Company has taken the following initiatives:

• An Investors Section on the website of the Company www.mufingrenfinance.com has been created.

• There is a dedicated e-mail id apmfinvestltd@gmail.com/ cs@mufinfinance.com for sending communications to the Company Secretary.

• Disclosure made to the Stock Exchange are promptly uploaded on the website of the Company for information of the Investors.

Members may lodge their requests, complaints and suggestions on this e-mail as well.

POLICIES AND DISCLOSURE REQUIREMENTS

In terms of provisions of the Companies Act, 2013 and provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted the requisite policies, which are available on Company?s website -www.mufingrenfinance.com.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Pursuant to the SEBI circular dated May 10, 2021 read with SEBI Master Circular dated January 30, 2026, and amendment in SEBI Listing Regulations, top 1,000 listed entities based on market capitalisation are required to submit BRSR with effect from 2022-23, as part of their Annual Report. SEBI has further introduced BRSR Core, a focused sub-set of the BRSR, comprising Key Performance Indicators (‘KPIs?) across nine Environmental, Social, and Governance (ESG) attributes.

The Company was previously covered under the aforesaid criteria and, accordingly, continues to prepare and disclose the BRSR in compliance with the applicable regulatory requirements. The BRSR in the updated format (including KPIs of BRSR Core) prescribed by SEBI is annexed to the Annual Report.

FAIR PRACTICE CODE (FPC)

The Company has in place, a Fair Practice Code approved by the Board in compliance with the guidelines issued by the RBI, to ensure better service and provide necessary information to customers to take informed decisions. The FPC is posted on the website of the Company at https://www.mufingreenfinance. in.The FPC is also reviewed by the Board at frequent intervals to ensure its level of adequacy and appropriateness.

CREDIT RATING

During 2025-26, Acuite Ratings & Research Limited vide their report dated April 17, 2026 has upgraded the Company (issuer) credit rating from Acuite BBB+/ Stable to Acuite A-/Stable.

UTILISATION OF PROCEEDS OF PREFERENTIAL ISSUE AND DEVIATION IN UTILISATION OF PROCEEDS OF THE ISSUE, IF ANY

Pursuant to approval of the Members of the Company obtained via special resolution passed in Extra-Ordinary General Meeting dated October 21, 2023, upon receipt of 25% of the issue price per warrant (i.e. 13.75) as upfront payment (“Warrant Subscription Price”), the Company, on December 27, 2023 had allotted 2,55,00,000 warrants, on preferential basis to the Promoter/ Promoter Group of the Company and certain identified non-promoter persons at a price of 55 each payable in cash (“Warrant Issue Price”).

Each warrant, so allotted, is convertible into one fully paid-up equity share of the Company having face value of 1 (Rupees One only) each in accordance with the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, on payment of the balance consideration of 41.25 per warrant (“Warrant Exercise Price”), being 75% of the issue price per warrant from the Allottees pursuant to exercise of conversion option against each such warrant, within 18 months from the date of allotment of warrants.

During the financial year 2023-2024 the Company allotted 1.01.80.000 equity shares against the conversion of equal no. of warrants exercised by the warrant holders upon receipt of balance 75% of the issue price (i.e. 41.25 per warrant).

During the financial year 2024-2025 the Company allotted 13.85.000 equity shares against the conversion of equal no. of warrants exercised by the warrant holders upon receipt of balance 75% of the issue price (i.e. 41.25 per warrant).

During the financial year 2025-2026 the Company allotted 94,65,000 equity shares upon receipt of 75% of the issue price (i.e. 41.25 per warrant) and upon conversion of Warrants exercised by Warrant holders. 44,70,000 Warrants lapsed due to non-payment of exercise price.

The details of utilisation of funds raised during the financial year 2025-26 against conversion of warrants are given hereunder:

S No. Particulars	Amount in Rs. Crores
1 Funds raised through allotment of 2,55,00,000 warrants on December 27, 2023 (25% of the total consideration)	35.06
2 Funds raised through allotment of 1,01,80,000 fully paid-up equity shares against conversion of equal number of warrants during financial year 2023-24	41.99
3 Funds raised through allotment of 13,85,000 fully paid-up equity shares against conversion of equal number of warrants during financial year 2024-25	5.71
4 Funds raised through allotment of 94,65,000 fully paid-up equity shares against conversion of equal number of warrants during financial year 2025-26	39.04
5 Total Funds raised and available for utilisation till March 31, 2026 (1+2+3+4)	121.81
6 Funds utilised during the year ended March 31, 2025	82.27
7 Funds utilised during the year ended March 31, 2026*	39.54
8 Total funds utlilised as on March 31, 2026	121.81

Further in Financial Year 2025-26 the Company raised funds through a preferential issue on a private placement basis by way of allotment of 2,49,30,765 fully paid-up equity shares of face value of 1/- each at an issue price of 98/- per equity share (including a premium of 97/- per share) to Hindon Mercantile Limited, Promoter of the Company.

Further, the Company also allotted 76,53,061 warrants at an issue price of 98/- per warrant to Hindon Mercantile Limited, upon receipt of 18,74,99,994/-, being 25% of the total issue price of the warrants, in accordance with the terms of the preferential issue.

The proceeds raised through the aforesaid preferential issue have been utilised towards the objects specified in the offer documents and the applicable approvals. The details of the proceeds raised and their utilisation are set out below:

S. No. Particulars	Amount in Rs. Crores
1 Funds raised through allotment of 2,49,30,765 Equity shares and 76,53,061 warrants	263.07
2 Funds utilised during financial year ended March 31, 2026	154.00
3 Funds remaining unutilised during the financial year ended March 31, 2026	109.07

1Amounts raised include proceeds received pursuant to the allotment of 2,49,30,765 fully paid-up equity shares of face value of 1/- each at an issue price of 98/- per share (including a premium of 97/- per share) through a preferential issue, as well as 25% of the consideration amounting to 18,74,99,994/- received pursuant to the allotment of warrants at an issue price of 98/- per warrant, by way of preferential issue on a private placement basis.

2Issue was closed on March 2026, so the remaining funds will be utilised in the coming quarter.

OTHER DISCLOSURES

Disclosure of Maternity Benefit Compliance

Your Company is in compliance of Maternity Benefit Act, 1961 for the year under review.

Compliance with the Provisions of Secretarial Standard - 1 and Secretarial Standard - 2

The Directors have devised proper systems to ensure compliance with the provisions of the Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors? and ‘General Meetings?, respectively, issued by the Institute of Company Secretaries of India (“ICSI”) and such systems are adequate and operating effectively.

Significant And Material Orders

There were no significant and material orders passed by the regulators or courts or tribunals during the year impacting the going concern status of the Company and its future operations.

Disclosure pertaining to Insolvency & Bankruptcy Code

There were neither any applications filed by or against the Company nor any proceedings were pending under the Insolvency and Bankruptcy Code, 2016 (“IBC”) during the year under review.

Disclosure on One-Time Settlement

During the year under review, the Company has not undertaken any one-time settlement in respect of loans availed from Banks or Financial Institutions. Accordingly, the requirement to disclose details of the difference between the valuation at the time of one-time settlement and the valuation at the time of availing such loans, along with the reasons thereof, is not applicable.

GENERAL DISCLOSURES

The Directors further state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events related to these items during the financial year under review:

• There was no issue of equity shares with differential rights as to dividend, voting or otherwise;

• There was no issue of shares (including sweat equity shares) to the employees of the Company under any scheme, save and except Employee Stock Option schemes referred to in this Report;

• There was no buyback of the equity shares during the year under review;

• There were no voting rights which are not directly exercised by the employees in respect of equity shares for the subscription/purchase for which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Companies Act, 2013 (“the Act”);

• There was no suspension of trading of securities of the Company;

• The Company has not defaulted in repayment of loans from banks and financial institutions. There were no delays or defaults in payment of interest/principal of any of its debt securities.

• There was no revision made in Financial Statements or the Board?s Report of the Company;

ACKNOWLEDGMENTS

The Directors thank the Shareholders, Banks and other Lenders, Customers, Vendors and other business associates for the confidence reposed in the Company and its management and look forward to their continued support. The Board places on record its appreciation for the dedication and commitment of the employees at all levels, which has continued to be our major strength. We look forward to their continued support in the future.

CAUTIONARY STATEMENT

Statements in the Boards? Report and Management Discussion and Analysis, describing the Company?s objectives, outlook, opportunities and expectations may constitute “Forward Looking Statements” within the meaning of applicable laws and regulations. Actual results may differ from those expressed or implied expectations or projections, among others. Several factors make a significant difference to the Company?s operations including the government regulations, taxation and economic scenario affecting demand and supply, natural calamity and other such factors over which the Company does not have any direct control.

	For and on behalf of the Board
	Mufin Green Finance Limited
	Manoj Kumar Bhatt
Place: New Delhi	Chairman
Dated: September 02, 2026	DIN: 09452843