Mukesh Babu Financial Services Ltd Directors Report

Dear Shareholders,

Your directors have pleasure in presenting the Fortieth (40^th) Annual Report on the business, operations and state of affairs of the Company together with the Standalone and Consolidated Audited Financial Statements for the financial year ended March 31, 2025:

1. COMPANY OVERVIEW

Mukesh Babu Financial Services Limited was initially incorporated as M/s. Embee Finance and Consultancy Private Limited on February 27, 1985. The company officially changed its name to Mukesh Babu Financial Services Limited on November 07, 1994. It is registered with the Reserve Bank of India (RBI) as a non-deposit taking Non-Banking Financial Company (NBFC).

2. FINANCIAL HIGHLIGHTS

The Companys standalone and consolidated financial performance under review along with previous years figures is given hereunder:

Particulars	Current Year Standalone	Previous Year Standalone	Current Year Consolidated	Previous Year Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Income	89,987	1,68,663	83,775	1,78,417
Total Expenditure	55,814	86,569	66,126	96,025
(excluding depreciation)
Profit/(Loss) Before	34,173	82,094	17,649	82,392
Depreciation & Income
Tax
Depreciation	1,107	1,001	1,707	1,582
Profit before Tax	33,066	81,093	15,942	80,810
Tax expenses	10,722	21,986	10,826	22,069
Net Profit After Tax	22,344	59,107	5,116	58,741
Profit / (Loss) attributable to/(from) non-controlling interests	0	0	8,335	176
Profit for the year	22,344	59,107	13,451	58,917
Other Comprehensive	41,137	4,96,449	3,10,163	7,56,773
Income (net of tax)
Total Comprehensive	63,481	5,55,556	3,15,279	8,15,514
Income after tax
Appropriations from Profit after Tax:
Transfer to Reserve Fund under Section 45-IC of the RBI Act, 1934	4,469	11,821	4,469	11,821
Dividend	8,365	8,365	8,365	8,365
Provision for Standard	326	749	326	749
Assets
Balance carried to	9,184	38,172	291	37,982
Balance Sheet
Earnings Per Share	3.21	8.48	0.73	8.43
(Basic/Diluted)

3. PERFORMANCE REVIEW During the year under review Income from Operations has decreased from

1,67,896 Thousands to 89,351 Thousands (decrease of 46.78%) and Profit after Tax has decreased from

59,107 Thousands to 22,344 thousand (decrease of 62.20%).

4. TRANSFER TO RESERVE

A sum of 4,469 Thousands has been transferred to Statutory Reserve during the year. Your Company does not propose to transfer any amount to General Reserve out of the amounts available for appropriation and an amount of 9,184 Thousands is proposed to be retained in the Profit & Loss account.

5. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on March 31, 2025 is 69,675 Thousand. During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options nor any sweat equity. The Companys equity share capital is listed on BSE Limited. The shares are actively traded on BSE and have not been suspended from trading.

6. DIVIDEND

The Board of Directors has recommended a dividend of 1.20 (Rupee One and Twenty Paise Only) per equity share on face value of 10/-

(Rupees Ten each) i.e.12% for the financial year ended March 31, 2025. The payment of dividend subject to approval of Members at the forthcoming Annual General Meeting (AGM), would result in a Dividend outflow of 8,365 Thousands. Pursuant to the amendments introduced by the Finance Act, 2020 the Company will be required to withhold taxes at the prescribed rates on the dividend paid to its shareholders w.e.f. April 01, 2020. No tax will be deducted on payment of dividend to the resident individual shareholders if the total dividend paid does not exceed 5,000/-.

The withholding tax rate would vary depending on the residential status of the shareholder and documents registered with the Company. Dividend will be paid to those Members whose names appear in the Register of Members as on September 02, 2025.

7. SCALE BASED REGULATIONS

Reserve Bank of India issued a circular on "Scale Based Regulation (SBR): A Revised Regulatory Framework for NBFCs" on 22 October 2021 (‘SBR Framework). As per the framework, based on size, activity, and risk perceived, NBFCs are categorised into four layers, NBFC - Base Layer (NBFC-BL), NBFC - Middle Layer (NBFC-ML), NBFC - Upper Layer (NBFC-UL) and NBFC - Top Layer (NBFC-TL). The Company has been categorized as a Base Layer NBFC (NBFC-BL).

8. INDIAN ACCOUNTING STANDARD (IND AS):

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

The financial statements of the Company are prepared in compliance with the Companies Act, 2013 and "Indian Accounting Standard (Ind AS). In accordance with the Companies (Indian Accounting Standards), Rules, 2015 of the Companies Act, 2013, the Company has been following the Indian Accounting Standards (Ind AS) for preparation of its financial statements from April 01, 2019. Significant accounting policies used for the preparation of the financial statements are disclosed in the notes to the financial statements.

9. PERFORMANCE OF SUBSIDIARY COMPANIES

During the year under review the Company has only one subsidiary Mukesh Babu Securities Limited (CIN: U67120MH1994PLC076455) and the Highlights of the financial performance during Financial Year 2024-25 are as follows: As on March 31, 2025, the Authorised

& Paid-up Share Capital of the Subsidiary Company is 50,000 Thousand Only. There is net loss of 17,226 Thousand in the Company for the year ended March 31, 2025 against net loss of 365 Thousand in the previous year.

Accounts of Subsidiary:

The Consolidated Financial Statements of the Company are prepared in accordance with the provisions of Section 129(3) of the Companies Act, 2013 and as per the applicable Accounting Standards issued by the Institute of Chartered Accountants of India. Pursuant to proviso (b) to Section 136(1) of the Companies Act, 2013, a copy of the Audited Financial statements for the year ended March 31, 2025 along with the Reports of the Board of Directors and the Auditors of the Companys subsidiary- Mukesh Babu Securities Limited shall be furnished to any shareholder on demand. These are also available for inspection at the Registered Office of the Company and are also being posted on the Companys website https://mbfsl.com/annual-reports/.

10. CONSOLIDATED FINANCIAL

STATEMENTS

As required under Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI Listing Regulations") and applicable provisions of Companies Act, 2013 ("the Act"), the Consolidated Financial Statements of the Company have been prepared in accordance with the applicable Accounting Standards and forms part of the Annual Report. Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of The Companies (Accounts) Rules, 2014, Statement containing salient features of the Financial Statements of subsidiary is annexed to this report as

Annexure -A.

11. MATERIAL CHANGES AND

COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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

12. PUBLIC DEPOSITS

No disclosure is required for the year under review since the Company has neither accepted nor renewed any deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186 of the Companies Act, 2013 pertaining to investment and lending activities is not applicable to the Company since the Company is a Non- Banking Financial Company registered with the Reserve Bank of India. The details of loan given, investments made and guarantees and security provided during the financial year are furnished in the Notes to the financial statements.

14. PARTICULARS OF CONTRACTS

OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions/contracts/arrangements entered by the Company during the financial year were on an arms length basis and were carried out in the ordinary course of business.

All related party transactions were placed before the Audit Committee for their approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of repetitive nature. The transactions entered into pursuant to the omnibus and specific approvals are reviewed periodically by the Audit Committee. There were no materially significant related party transactions made by the Company during the year under consideration with the Promoters, Directors or Key Managerial Personnel which have a potential conflict with the interest of the Company at large. In accordance with the Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a Policy on Materiality of Related Party Transactions and a Policy on dealing with Related Party Transactions. The Policy is available on the Companys Website at https://mbfsl.com/corporate-governance-policies/. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on Materiality of Related Party Transactions. The Company has made full disclosure of transactions with the related parties as set out in Note 34 of Standalone Financial Statements, forming part of the Annual Report. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large. The particulars as required under Section 188 of the Companies Act, 2013 are furnished in Form AOC-2 which is annexed as Annexure B to this report.

15. CORPORATE SOCIAL

RESPONSIBILITY (CSR) Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 the CSR provisions were applicable to our Company in the financial year 2024-25, wherein the Company made a contribution towards CSR amounting to

2,00,000/-. The CSR initiatives undertaken by the Company were mainly focused on providing education especially among children, women, elderly and the differently-abled; eradicating hunger, poverty and malnutrition; promoting health care. The CSR Report on the activities undertaken during the year is provided as Annexure-C to this report.

16. INTERNAL FINANCIAL

CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to financial statements. The Companys internal control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with the laws and regulations.

18. WHISTLE BLOWER POLICY / VIGIL MECHANISM

As required under Regulation 22 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has an effective Whistle Blower Policy to deal with the instances of fraud and mismanagement. The details of the policy are enumerated in the Corporate Governance Report.

The policy is available on the Companys website at

The Company has an internal control system, commensurate with the size of its operations and nature of its business activities and is supported by an internal audit process. M/s. V. R. Pandya & Co., Chartered Accountants, the Internal Auditor of the Company monitors and evaluates the efficacy and adequacy of its internal control system, its compliance with operating systems, accounting procedures and policies of the Company.

17. RISK MANAGEMENT

Risk management is an integral part of the Companys business strategy that seeks to minimise adverse impact on business objectives and capitalise on opportunities. The Company being a Non- Banking Financial Company is regulated by Reserve Bank of India (RBI) and the Board of Directors of the Company has constituted the Committee to frame, implement and monitor the Risk Management Policy of the Company. The Committee is responsible for reviewing the risk management plan and ensuring its efficiency. The policy is available on the Companys website at https://mbfsl.com/corporate-governance-policies/.

https://mbfsl.com/corporategovernance-policies/. The policy provides for adequate safeguard against the victimization of the employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company.

The functioning of Vigil Mechanism is overseen by the Audit Committee. There was no instance of denial of access to the Audit Committee.

19. DISCLOSURE UNDER THE

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has voluntarily set up an Internal Complaints

20. DISCLOSURE UNDER

MATERNITY BENEFIT ACT 1961

The Company continues to comply with the provisions of the Maternity Benefit Act, 1961, as amended, ensuring that all eligible women employees are entitled to maternity leave and related benefits as mandated by law. During the financial year under review, there were no

21. DIRECTORS AND KEY

MANAGERIAL PERSONNEL (KMP)

(a) Board of Directors:

There is change in the constitution of the Board of Directors of the Company during the year under review. The brief profile of the Directors as on March 31, 2025 is as below:

Mr. Mukesh C. Babu, Chairman and Managing Director

As Chairman and Managing Director, Mr. Mukesh C. Babu exemplifies leadership by actively guiding the company with a steadfast commitment to consensus-building and democratic processes. With a tenure dating back to the companys inception, he brings over

Committee to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There have been no complaints filed or cases reported during the financial year ended March 31, 2025. The policy is available on the Companys website at https://mbfsl.com/corporate-governance-policies/.

instances of maternity leave availed by any employee. The Company remains committed to maintaining a workplace that supports the health and well-being of its employees and upholds all applicable statutory requirements.

40 years of extensive expertise in Capital Markets, Stocks & Shares, Investment Banking, and Merchant Banking.

Mrs. Meena Mukesh Babu, Non-Executive Director

She is one of the Promoters of the Company and has been appointed as the Non-Executive Non-Independent Director of the Company with effect from 29^th May, 2018. She is also the Managing Director of Mukesh Babu Securities Limited, Companys Subsidiary since 1997 and has extensive expertise and experience of over 3

Mr. Bhavesh Doshi, Independent Director

With over 3 decades of experience in the capital markets and investment, he offers a keen and insightful perspective on the Indian economy and

Mr. Chetan M. Tamboli Independent Director Chairman of SRC and CSR Committee

Mr. Chetan M. Tamboli is a Commerce graduate with an MBA from the USA. As the Chairman and Managing Director of Steelcast Limited, he brings over 35 years of experience to his role. He is actively involved on the boards of various private and public companies and has held several distinguished positions, including: Chairman of the Board of Governors at Government Engineering College, Bhavnagar, Gujarat Chairman of the CII Western Regional Council for 2014-15 Chairman of the Institute Management Committee at ITI, Ghogha (Bhavnagar, Gujarat)

His expertise encompasses strategy, policy-making, and overall management, with a strong emphasis on strategic management, finance, general management, production, marketing, and corporate laws. decades in the field of Stocks & Shares, Investment Banking and Merchant Banking.

She is a member of the Nomination & Remuneration Committee and Corporate Social Responsibility Committee.

macroeconomic conditions across industries. He serves as an Independent Director on the Companys Board.

Mr. Mayank Soti Independent Director

Chairman of Nomination & Remuneration Committee

Mr. Mayank Soti holds a Bachelor of Commerce degree and has completed the Company Secretary course. He is presently associated with Bridge Fintech Private Limited (Finzy) as Chief Strategy Officer. His last notable positions include Senior Executive Vice President and COO at ECL Finance Ltd (part of the Edelweiss Group) and Head of CSD Enterprise at Tata Teleservices Limited. With over 2 decades of cross-cultural and global experience, he specializes in business strategy and planning, credit and risk management, and general management. His expertise encompasses business planning and operations, strategy formulation, business origination, and overall credit, risk, and operational management.

Mr. Subhash Dave Independent Director Chairman of Audit Committee

Mr. Subhash Dave holds a Bachelors degree in Commerce and is a Practicing Chartered Accountant. With over four decades of extensive experience in finance and strategic management, he has held several key leadership roles, including Executive Director (Finance) at Gujarat State Petroleum Corporation Ltd., and Director (Commercial) at M/s Sabarmati Gas Limited (SGL) on a full-time basis, among other notable

(b) Appointment of Directors:

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in their meeting held on August 09, 2024 and Shareholders in AGM held on September 27, 2024 has appointed Mr. Chetan Tamboli, Mr. Subhash Dave and Mr. Mayank Soti as the directors of the Company under the category of Independent Director.

(c) Resignation/Retirement of director

Mr. Manish Kumar Shah (DIN: 00233238) has resigned from his position as Independent Director of the Company, effective August 20, 2024, for personal reasons. Also, the second tenure of Independent Directors, Mr. Pankaj Majithia and Mr. Vijay Vora got over on September 29, 2024.

The Board acknowledges and appreciates their contributions during their tenure. positions. He has successfully overseen large-scale financial operations, raised substantial funds, and implemented critical systems such as SAP. His expertise includes corporate finance, resource mobilization, credit appraisal, and strategic planning, consistently driving significant growth and efficiency in his roles.

(d) Retirement by rotation:

In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mrs. Meena Mukesh Babu (DIN: 00799732) retires by rotation at the forthcoming Annual General Meeting and being eligible offers herself for reappointment. The Board recommends her re-appointment.

(e) Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act read with the rules made there under, the following employees are the whole time key managerial personnel of the Company:

1. Mr. Mukesh Babu Managing Director

2. Mr. Mahesh Thakar Chief Financial Officer

3. Ms. Nupur Chaturvedi Company Secretary, Group Head-Legal & Compliance & Compliance Officer

22. BOARD AND COMMITTEES

During the year ended March 31, 2025, four (4) Board meetings were held and the gap between two consecutive Board Meetings did not exceed 120 days and at least one meeting was held in each quarter.

23. INDEPENDENT DIRECTORS

(a) Declaration from Independent Directors

The Board has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and have their names registered in the Independent Directors Databank.

(b) Criteria for Performance Evaluation

Nomination and Remuneration Committee has laid down various criteria for performance evaluation of Independent Directors which, inter-alia, includes preparedness and attendance at the meetings, understanding of Companys operations and business and contribution at Board Meetings through which the Board satisfy itself with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed in the Company.

24. EVALUATION OF THE

PERFORMANCE OF THE BOARD, ITS COMMITTEES & INDIVIDUAL DIRECTORS

Pursuant to the provisions of Section 178(2) of the Companies Act, 2013 read with Clause VIII of Schedule IV to the

The details of the constitution and meetings of the Board and its Committees held during the year are provided in the Corporate Governance Report which forms part of this Annual Report.

(c) Details of Familiarization Programme

Pursuant to Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, every Independent Director on the Board is familiarized by the Executive Directors/ Senior Managerial Personnel about the Companys strategy, operations, organization structure, human resources, quality, finance and risk management at each Board Meeting before taking up the agenda items for discussion.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/ her role, functions, duties and responsibilities as a director. The terms and conditions of letter of appointment is available on the Companys website at https://mbfsl.com/corporate-governance-policies/.

Companies Act, 2013 and the requirements laid down under Schedule II on Corporate Governance of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; the Nomination and Remuneration Committee has framed Policy for evaluation of performance of the Board, its committees and individual Directors

The Policy inter alia provides the criteria for evaluation of performance such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking and relationship with the stakeholders, corporate governance practices, contribution of the Committees to the Board in discharging its functions, etc. During the year under review, a meeting of Independent Directors was held on May 23, 2024 to carry out annual evaluation of the performance of the Board, its committees and of individual directors. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

25. POLICY ON DIRECTORS APPOINTMENT AND

REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SECTION 178 OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a Nomination & Remuneration Policy on directors appointment and remuneration criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178. The Nomination & Remuneration Policy of the Company is available on the Companys website: https://mbfsl.com/corporate-governance-policies/.

26. POLICIES OF THE COMPANY

The Company is determined to maintain a good corporate governance practice and has a robust system for smooth and effective functioning of the Board. Various policies have been framed by the Board of Directors as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in order to follow a uniform system of procedures. These policies are periodically reviewed and updated by the Board of Directors of the Company from time to time. Following is some of the major policies adopted by the Company:

1. Code for Insider Trading Policy

2. Nomination & Remuneration Policy

3. Policy for determination of Material Subsidiary

4. Policy on materiality of Related Party Transactions

5. Policy on dealing with Related Party Transactions

6. Whistle Blower Policy

7. Document Retention and Archival Policy

8. Code for Directors and Senior Managerial Personnel

9. Policy on evaluation of Directors 10. Policy on prevention of Sexual Harassment of Women at Workplace The aforementioned policies are available on the website of the Company and can be accessed at https://mbfsl.com/corporate-governance-policies/.

27. DIRECTORS RESPONSIBILITY

STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors to the best of their ability & knowledge hereby confirm that- (a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed from time to time and no material departures have been made from the same;

(b) they have 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, 2025 and of the profit and loss of the Company for that period; (c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) they have prepared the annual accounts on a going concern basis; (e) they, have laid down internal financial controls to be followed by the Company and that they are adequate and are operating effectively and (f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

28. SIGNIFICANT AND MATERIAL

ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

29. AUDITORS AND AUDITORS REPORT

Statutory Auditors

At the 37^th Annual General Meeting of the Company held on September 28 2022, the members of the Company have appointed M/s. Chaitanya C. Dalal

& Co., Chartered Accountants (FRN.101632W) as the Statutory Auditors of the Company for a term of period of 5 (five) years up to the conclusion of 42^nd Annual General Meeting to be held in financial year 2026-2027 without the requirement of further ratification by the members. The Auditors Report annexed to the Financial Statements does not contain any qualification, reservation or adverse remark or disclaimer.

Reporting of Frauds by Statutory Auditors

The Statutory Auditors of the Company have not reported any instances of fraud in the Company during the year under review as specified under the Section 143(12) of the Companies Act, 2013.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors in its meeting held on May 23, 2024 appointed CS V. V. Chakradeo of M/s. V. V. Chakradeo & Co., Practicing Company Secretaries (FCS: 3382/ COP: 1705) to carry out the audit of secretarial records of the Company for the financial year 2024-25. Further he is proposed to be appointed as the Secretarial Auditor for a term of 5 years at the forthcoming Annual General Meeting.

The Secretarial Audit Report of the Company and its material unlisted subsidiary Mukesh Babu Securities Limited is annexed to this report as Annexure D. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

As required under the Regulation 24A of SEBI (Listing Obligations and Disclosure & Requirements) Regulations, 2015, the Secretarial Compliance Report of Mukesh Babu Financial Services Limited and its material unlisted subsidiary Mukesh Babu Securities Limited for the financial year ended March 31, 2025 is provided as Annexure E.

Internal Auditors

As per provisions of Section 138 of the Companies Act, 2013, every Listed Company is required to appoint an Internal Auditor to conduct internal audit of the functions and activities of the company. The Board of Directors, based on the recommendation of the Audit Committee, had approved the appointment of M/s. V. R. Pandya & Co., Chartered Accountants, Mumbai (Firm Registration No.107333W), as the Internal Auditors of the Company for the financial year ended on March 31, 2025 to conduct the internal audit of the activities of the Company.

30. SECRETARIAL STANDARDS

The Directors state that the Company has duly followed applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings respectively. The Secretarial Auditor in his Secretarial Audit report confirms the same.

31. ANNUAL RETURN

In compliance with section 134(3)(a), the annual return referred to in subsection (3) of section 92 has been placed on the website of the Company at https://mbfsl.com/annual-reports/.

32. COST RECORDS AND COST

AUDIT

Maintenance of Cost Records and requirement of Cost Audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013, is not applicable to our Company.

33. PARTICULARS OF EMPLOYEES

& RELATED DISCLOSURES

Pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, a Statement showing names & other particulars of the employees are provided under Annexure - F to this report. During the year under review, the Company does not have any employee who is drawing remuneration of 1,02,00,000/- per annum or 8,50,000/- per month as stipulated in the Act and the rules made thereunder. Hence, there are no disclosures required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

34. CORPORATE GOVERNANCE

In compliance with Regulations 17 to 27 and 34 read with Schedule V of SEBI (Listing Obligations and Disclosure & Requirements) Regulations, 2015, as applicable, the Corporate Governance Report is given in Annexure G and forms part of the Annual Report. Auditors Certificate on

Corporate Governance from Statutory Auditors of the Company is annexed in

Annexure H.

The Certificate on Compliance with Code of Conduct duly signed by the Managing Director of the Company for the year ended March 31, 2025 regarding compliance by the Board members and senior management personnel with Companys Code of Conduct is covered thereto.

35. SUCCESSION PLANNING

The Company has in place a succession planning framework to address anticipated, as well as unscheduled changes in leadership. The plan is revisited, re-evaluated, and updated every year.

36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS

AND OUTGO

The particulars regarding Conservation of Energy and Technology Absorption are not furnished since the Company is not a manufacturing entity. During the financial year under review, the Company did not have any foreign exchange earnings and outgo.

37. MANAGEMENT DISCUSSIONS

AND ANALYSIS REPORT

The Management Discussion and Analysis annexed to this Report as Annexure I, forms the integral part of this report and covers, amongst other matters, the performance of the Company during the financial year under review as well as the future prospects.

38. OTHER DISCLOSURES

The Company does not have any scheme or provision of money for the purchase of or subscription to its own shares by the employees/ Directors or by trustees for the benefit of the employees/ Directors.

39. ANNUAL REPORTS

The Company has published the statutory disclosures in the print version of the Annual Report along with the Notice of the AGM. Electronic copies of the Annual Report 2024-25 and Notice of the 40^th Annual General Meeting are being sent through electronic mode to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, the Company has been exempted under the General Circular No.14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 02/ 2020 dated May 5, 2020 and General Circular No. 02/2021 dated January 13, 2021 and General Circular No. 02/ 2022 dated May 5, 2022, General Circular No. 10/2022 dated December 28, 2022, General Circular No. 09/2023 dated September 25, 2023 and General Circular No. 09/2024 dated September 19, 2024 (the "MCA Circulars") for any physical delivery of AGM Notice and Annual Report of the Company. However as per SEBI Circular dated May 13, 2022, the Company shall send the physical copy of the Annual Reports to all the Shareholders who have registered their request for the same. Members may note that the Notice and Annual Report 2024-25 will also be available on the Companys website https://mbfsl.com/annual-reports/and website of the Stock Exchange, i.e. BSE Limited atwww.bseindia.com.

40. MANAGING DIRECTOR & CHIEF

FINANCIAL OFFICER CERTIFICATE

The Certificate from Mr. Mukesh Babu, Managing Director and Mr. Mahesh Thakar, Chief Financial Officer with regard to the financial statements and other matters as stated in the Compliance Certificate has been furnished, mandated under the Part B under the Schedule II on Corporate Governance under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, in

Annexure J.

41. CERTIFICATION ABOUT

DIRECTORS

None of the directors of the Company has been debarred or disqualified from being appointed or continuing as directors by Securities and Exchange Board of India/Ministry of Corporate Affairs or any such authority. A Certificate to this effect, duly signed by a Practicing Company Secretary is appended to this Report in Annexure - K.

42. PROCEEDINGS PENDING UNDER

THE INSOLVENCY AND BANKCRUPTCY CODE, 2016:

Neither any application has been made nor is any proceeding pending under the IBC, 2016.

43. DIFFERENCE IN VALUATION:

The company has not made any onetime settlement against the loans obtained from Banks and Financial Institution during the financial year.

44. ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their gratitude for the valuable guidance and continued support extended by the Securities Exchange Board of India, Reserve Bank of India, Bombay Stock Exchange, Ministry of Corporate Affairs, other government authorities, Banks and other stakeholders. Your directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

For and on behalf of the Board of Directors of MUKESH BABU FINANCIAL SERVICES LIMITED

Mukesh Babu	Meena Babu
Managing Director	Director
DIN: 00224300	DIN: 00799732
Date: July 30, 2025
Place: Mumbai