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Manipal Finance Corporation Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 18.94 Cr. P/BV -2.53 Book Value (Rs.) -8.92
52 Week High/Low (Rs.) 23/10 FV/ML 10/100 P/E(X) 2.62
Bookclosure 10/09/2024 EPS (Rs.) 8.64 Div Yield (%) 0.00
Year End :2025-03 

Your Directors have pleasure in presenting their 42nd Annual Report on the business and operations of the Company
and the accounts for the Financial Year ended March 31, 2025.

l.Financial summary or highlights/Performance of the Company

Particulars

(Rs. In ‘000)

31s' March. 2025

31st March, 2024

Income

2235

2145

Expenses

4639

5076

Profit /(Loss) before Exceptional Items and
Tax

-2404

-2931

Exceptional Items - Income

74775

1534

Profit/(Loss) before Tax

72371

-1397

Balance of Loss b/f from previous year

-527970

-526665

Net loss carried forward

-455601

-527970

The company has adopted Indian Accounting Standards (IND-AS) notified under section 133 of the Companies Act,
2013 (The Act) read with the Companies (Indian Accounting Standards) Rules, 2015 (Amended from time to time)
from April 1, 2019 and effective date of such transition is April 1, 2018. Such transition has been carried out from
the erstwhile Accounting Standards notified under the Act, read with relevant rules issued there under and guidelines
issued by the Reserve Bank of India (RBI) (collectively referred to as 'the previous GAAP). The figures have been
presented in accordance with the format prescribed for financial statements for a Non Banking Finance Company
(NBFC) whose financial statements are drawn up in compliance of the Companies (Indian Accounting Standards)
Rules, 2015 in division III of Notification No. GSR 1022 (E) dated October. 11, 2018, issued by the Ministry of
Corporate Affairs, Govt, of India.

2. State of Company’s affair

The present activity of the Company is restricted to recovery of dues and repayment of debts.

3. Dividend:

The Company has not declared any Dividend on equity shares, due to insufficient profit.

4^ Reserves:

During the year, the Company has not transferred any amount to General Reserve Account.

5. Share Capital:

The paid up Equity Share Capital as on 31st March, 2025 was Rs.83810 thousand and Preference Share Capital of
Rs.29500 thousand. The Company has not issued shares with differential voting rights. It has neither issued
employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the
shares of the Company.

6. Directors and Key Managerial Personnel:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the
Company, Sri Tonse Narayan Madhava Pai (DIN: 00101633), Managing Director, retires by rotation at the ensuing
Annual General Meeting and, being eligible, has offered himself for re-appointment. The Board recommends his re¬
appointment for the approval of the Members at the Annual General Meeting..

Ms. Vinoda C. Sherigar, who had been serving as an Independent Director of the Company for two consecutive
terms of five years each, ceased to be an Independent Director on completion of her tenure. Thereafter, on the
recommendation of the Nomination and Remuneration Committee, she was appointed by the Board as an
Additional Director (Non-Executive, Non-Independent) of the Company with effect from 12th August, 2025, in
accordance with Sections 149 and 161 of the Companies Act, 2013. She holds office up to the ensuing Annual
General Meeting, and the Board has recommended her appointment as a Director liable to retire by rotation, subject
to approval of the members.

Mr. Hiriadka Mohandas, who was serving on the Board in the capacity of a Non-Executive Non-Independent
Director, resigned from the said position during the year. Based on the recommendation of the Nomination and
Remuneration Committee, the Board has proposed his appointment as an Independent Director of the Company for
a term of five consecutive years, in accordance with Sections 149, 150, 152 read with Schedule IV of the
Companies Act, 2013 and applicable SEBI (LODR) Regulations, subject to approval of the members at the ensuing
Annual General Meeting.

Your Directors place on record their appreciation of the valuable contributions and guidance extended by the
Directors in their respective roles.

In accordance with the provisions of Section 203 of the Act the following are the Key Managerial Personnel
of the Company

Sr no. Name Designation

1. Mr. T Narayan M Pai Managing Director

2. Mr. Srikara Mallya Chief Financial Officer

3. Mr. Hari Shankar Shukla Company Secretary

7. Particulars of Employees:

During the year' under review, the Company had no employees whose remuneration exceeded the limit prescribed
under Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and subsequent amendments thereto.

Particulars of top ten employees of the Company in terms of remuneration drawn during the year 2024-2025
presented as an annexure to the Board Report during the Board Meeting is preserved separately and the same will be
made available to any shareholders on request made to the company in writing.

8. Meetings:

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, four Board Meetings
and four Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013.

a. Board of Directors. Meetings of the Board/Committees/Annual General Meetings.

The Board comprised of four Directors, of which one is executive and three non-executives including a woman director.

The non-executive Directors are eminent personalities with experience in Management and Finance. The Board oversees as to how
the management serves and protects the long-term interest of all the stakeholders.

i) Number of Board Meeting and Attendance of Directors:

The Board met four times during financial year 2024-2025. The details are as follows:

Date of Meeting

Board Strength

No. of Directors present

30.05.2024

4

4

13.08.2024

4

4

14.11.2024

4

4

12.02.2025

4

4

The last AGM was held on 10th September, 2024 and 3 out of 4 Directors are attended the AGM.

ii) The Composition of Board of Directors, their directorships in other companies and memberships in committees and the
details of their attendance at the Board Meetings are given below:

SI

No.

Name of the
Directors

Category of
Directorships

No.of

Meetings

attended

Attendance at
last AGM

No. of other
directorship

No.of Board
committees in
which

Chairman(C)

Member(M)

1

Sri T Narayan M
Pai

Promoter

Executive

4

Yes

Nil

3(C)

2.

Sri Basthi
Ashok Pai

Non-Executive

Independent

4

Yes

Nil

2(M)

3.

Smt Vinoda C
Sherigar

Non-Executive

Independent

4

No

Nil

2(M)

4

Sri Hiriadka
Mohandas

Non-Executive

4

No

Nil

2(M)

b. Audit Committee:

The Audit Committee comprised of the following members of the Board:

Sri T Narayan M Pai, Managing Director
Sri Basthi Ashok Pai, Member
Smt Vinoda C Sherigar, Member
Sri Hiriadka Mohandas, Member

The role and terms of reference of Audit Committee cover the areas mentioned under Regulation 72 of the SEBI (Listing
Obligation & Disclosure Requirements) Regulations, 2015 and Section 179 of the Companies Act, 2013, besides other terms
referred to by the Board of Directors from time to time. During the year, the Committee met on 30.05.2024, 13.08.2024,
14.11.2024 and 12.02.2025. Sri T Narayan M Pai, Managing Director is the Compliance Officer.

Attendance of the Directors at the Audit Committee Meeting:

Meeting held on

No. of Members present

30.05.2024

4

13.08.2024

4

14.11.2024

4

12.02.2025

4

c. Nomination and Remuneration Committee:

This Committee will attend to the function relating to review of remuneration policy, changes to be effected in the policy from
time to time and other aspects of remuneration to the Directors and Key Managerial Personnel from time to time.

Sri T Narayan M Pai, Managing Director is the only whole-time Director of the Company and he does not draw any remuneration.

Details of remuneration for the year ended 31st March, 2025:

i) Whole-Time Director: Nil

ii) Non-Executive Independent Directors: Smt. Vinoda C Sherigar, Non-Executive Independent Director is paid remuneration by
way of sitting fees for attending Board Meetings.

iii) Key Managerial Personnel: details of remuneration paid to Chief Financial Officer of the Company has been furnished in the
Annual Return (Form MGT-9).

d. Stakeholders Relationship Committee :

The Committee approves transfer, transmission, issue of duplicate Share, Debenture Certificates and Sub - Ordinated Debts,
review and redress shareholders grievances/complaints on matters relating to transfer of shares, debentures, sub-ordinated debts,
non-receipt of Balance Sheet etc.

Mr. T Narayan M Pai, Managing Director is the Compliance Officer.

Number of Shareholders Complaints received : Nil

Number of Shareholders Complaints settled : Nil

Number not solved to the satisfaction of the shareholders : Nil

Number of pending Share transfers : Nil

e. Annual General Meetings:

The last three Annual General Meetings were held in Regd. Office: 'Manipal House”,- Manipal 576 104.

AGM

No.

Date

Time

Special Resolution required

39

21/09/2022

3.00 p.rn.

Yes

40

29/09/2023

11.00 a.m.

Yes

41

10.09.2024

11.00 a.m.

Yes

All the resolutions as set out in the respective notices were passed by the shareholders.

9. Board Evaluation:

Pursuant to provisions of SEBI (LODR) Regulations, 2015, the Board has carried out an annual evaluation of its own
performance, performance of the Directors as well as the evaluation of the working of its Committees. The
Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the
Performance Evaluation process for the Board, its Committees and Directors.

The Board’s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key
responsibilities, Board structure and composition, establishment and delineation of responsibilities to various
Committees, effectiveness of Board processes, information and functioning. Directors were evaluated on aspects
such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside
Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including
setting the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and
providing guidance to the Managing Director. Areas on which the Committees of the Board were assessed included
degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director
being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by
the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and
Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors

10. CORPORATE GOVERNANCE:

Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, does not
apply to your Company, as your Company’s equity share Capital and net worth is below the threshold limit
prescribed under the said Regulation. Hence, the Report on Corporate Governance is not provided. Part C ,
D & E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are not
applicable since the company was having paid up equity share capital not exceeding rupees ten crores and
net worth not exceeding rupees twenty five crores, as on the last day of the previous financial year.

Part F Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 -
Disclosures with respect to demat suspense account/ unclaimed suspense Account - there are no shares
outstanding in demat suspense account or unclaimed suspense account.

1L MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Review of Operations:

The Company is engaged in the business of Hire Purchase and Lease finance and has completed 42 years
of operation in this field. During the year 2024-2025, the Company has earned a net profit of Rs.72371
thousands as against the net loss of Rs. 1397 thousands in the previous year 2023-2024.

Hire Purchase and Lease finance business is facing severe competition and margins are under great
pressure. In the aftermath of stringent Prudential Norms promulgated by the RBI, the NBFCs all across the
country suffered a severe setback. Their borrowing capacity is drastically curtailed. With no avenues for
further growth, together with ever increasing defaulters in the list of corporate clients, triggered the
downfall in the performance of the NBFCs. The situation that has arisen in your Company is in no way
different. In spite of these hurdles, the Company has tried its best to salvage the situation by reducing its
operational cost on all fronts.

The Company is putting in serious efforts to recover NPA accounts. Criminal complaints under Section
138 of Negotiable Instrument Act are also lodged simultaneously against such defaulters whose cheques
were dishonoured. The Company is making good progress on the Recovery Front.

The Company has appointed M/s. N P Pai & Co. Chartered Accountants. Udupi (Firm Regn No.
115271W) as its Internal Auditor.

The discussion on financial performance of the Company is covered in the Director's Report. There has
been no material development on the human resource front during the year. The number of employees
employed as on 31s' March 2025 was 2.

The Company has already transferred amounts of unclaimed Debentures, unclaimed subordinated debts
and deposits with interest up to maturity to the Investor Education and Protection Fund.

YL CERTIFICATE UNDER REGULATION 34 OF SEBI (LODR) REGULATIONS, 2015

Pursuant to Regulation 34(3) and Schedule V Para C Clause (10) (i) of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015] a certificate received from a Company
Secretary in practice is enclosed as Annexure- 111.

13. Remuneration Policy & Managerial Remuneration:

None of the Directors of the Company, who may be a Managing or Whole-time Director of the Company’s, have
received any remuneration, including commission from the Company during the year.

None of the Directors of the Company have received any remuneration or commission from any Holding Company
or Subsidiary Company, service contracts, notice period, severance fees, fixed component and performance linked
incentives etc.

14. Details of Subsidiarv/Joint Ventures/Associate Companies
The Company does not have any Subsidiary/Joint Ventures/Associate Companies

15. Auditors:

Pursuant to the provisions of the Companies Act, 2013, the Company at its 39th AGM held on 21st September,
2022 had appointed M/s Sriramulu Naidu & Co., Chartered Accountants, Mangalore (Firm Registration
No.008975S) as the Statutory Auditors of the Company for period of five years till the conclusion of the
44th annual general meeting to be held in the year 2027.

a. In respect of the Qualification / Observation made by the Auditors vide “Basis for Qualified Opinion” ,
“Emphasis of the Matter”, and “other matters” Para 3, 4(e), 4(f), 4(g), 4 (j) (i) and 4(j)(iii) of the “Report on
other Legal and Regulatory Requirements” of “Report on Financial Statements” and Clause Nos.(i), (v), (xvi)
and (xix) of Annexure “A” to the Auditors Report and Qualification given under Basis for Issues of
Qualified Opinion under Annexure “B” for the Auditors Report and the qualifications given in report in
relation to matters specified in Para 3 (A) and (B) as per master direction DNBS.PPD.03/66.15.001/2016-17
issued by RBI dated 29th September, 2016. the clarifications given vide Note Nos.14.01, 18.01, 28.01, 28.08,
28.11, 28.14, 28.15 28.16, 28.23, 28.27 and 28.28 and Significant Accounting Policies, Key Accounting
Estimates and Judgments I, II (m) to the financial statement are self explanatory.

b. In respect of observations made by the Auditors with regard to the audit trial (edit log) facility as detailed in
Para 4 (j)(vi) of Report on the other Legal and Regulatory Requirements of Standalone Financial Statement
as detailed in Note No.28.27 of Standalone Financial Statement, the Board reiterate that the work is in
progress and the Management will ensure that the audit trial (edit log) facility will be maintained within a
reasonable time.

Secretarial Audit Report:

In terms of Section 204 of the Act and Rules made there under, Sri S Ramachandra Bhat, Practicing Company
Secretary (Membership No.04441, C P No.542l) from Bangalore has been appointed as Secretarial Auditor
of the Company. The report of the Secretarial Auditor is enclosed as Annexure II to this report. As per Section
134 (3f) of the Companies Act 2013 Company is required to make comments on the adverse remarks /
comments on the Secretarial Auditor’s Report.

As per the Secretarial Auditor’s Report placed before the Board, the Secretarial Auditor have opined that the
company is a defaulter for non-payment of deposits/Debts accepted from the public as per the terms of
approval in compliance of the provisions of section 58A of the erstwhile Companies Act 1956 and the
Companies (Acceptance of Deposits) Rules 1975.

The company has fully settled unclaimed debentures, subordinated debts and deposits except for disputed at
appropriate legal forums. The unclaimed amounts pertaining debentures, subordinated debts and deposits with
interest up to maturity have been transferred to IEPF on 29lh March, 2022.

Your Directors reiterate that the company during the year 2021-22 has transferred unclaimed Debts/Deposits
and Debentures including Interest thereon amounting to Rs.2,55,25,779.00 to the INVESTOR EDUCATION
AND PROTECTION FUND of the Central Government pursuant to the provisions of Section 125(2) of the
companies Act 2013 during the year under report.

Further, as observed from the records, the company has fully repaid all its old dues payable towards
Debts/Deposits and Debentures as at 31.03.2025.

Internal Audit & Controls:

The Company has established and maintained adequate internal controls over the financial reporting. Internal
controls have been designed to provide reasonable assurance regarding the reliability of financial reporting and
preparation of financial statements in accordance with accounting principles generally accepted in India. The
Company has internal control system commensurate with the size and nature of the business. The Company
engages M/s. N P Pai & Co., Chartered Accountants, Udupi ,(Finn Registration No.l 15271W / Membership
No.039351) as its Internal Auditor. During the year, the Company continued to implement their
suggestions and recommendations to improve the control environment. Their scope of work includes
review of processes for safeguarding the assets of the Company, review of operational efficiency,
effectiveness of systems and processes, and assessing the internal control strengths in all areas.
Internal Auditors findings are discussed and acted upon and suitable corrective actions taken as per
the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

16. Vigil Mechanism :

The Company has adopted a formal mechanism to the Directors and employees to report their concerns about
unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy.

17. Details of Fraud Report by Auditors:

As per auditors' report, no fraud u/s 143(12] reported by the auditor.

18. Risk management policy

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and in pursuant
to provisions of SEBI (LODR) Regulations, 2015. It establishes various levels of accountability and overview within
the Company, while vesting identified managers with responsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas
of risk identification, assessment, monitoring, mitigation and reporting. Through this programme, each Function and
Unit addresses opportunities and risks through a comprehensive approach aligned to the Company’s objectives. The
Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk
assessment and management procedures and status. Sustainability is embedded in the Corporate Enterprise Risk
Management programme, which gives an opportunity to increase the effectiveness of risk management practices and
for improving business efficiency. The Company’s social and environmental policies correlate strongly with the risk
management strategy and ultimately the financial performance. This risk management process, which is facilitated
by internal audit, covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the
process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen
strategies. The current risk slate and the comprehensive risk policy have been further redefined during the year. The
major risks forming part of the Enterprise Risk Management process are linked to the audit universe and are covered
as part of the annual risk based audit plan.

19. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act,2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, an copy of annual return in MGT-7 is available on the Company’s website
www.mfgioupco.eom (link: www.mfgroupeo.com/Finaneials/Annual Return2025). As per provisions of Section
134(3)(a) of the Companies Act, 2013 the Annual return for financial year 2024-25 is placed on website of the
company i.e. www.mfgroupco.com.

20. Material changes and commitments, if any, affecting the financial position of the Company which have
occurred between the end of the financial year of the Company to which the financial statements relate and the
date of the report and changes in nature of business, if any:

There are no such material changes to be reported in this regard and there are no change in nature of business.

21. Details of significant and material orders passed hv the regulators or courts or tribunals impacting the going
concern status and Company’s operations in future:

Your Directors wish to state that there have been no significant or material orders that were passed by the
Regulators or Courts or Tribunals which may impact the going concern status and operations of the Company in
future.

22. Particulars of loans, guarantees or investments under Section 186:

Details of Loans: Not applicable to NBF Companies since same are given in the ordinary course of business. Further,
no loans are given to any party.

Details of Guarantee / Security Provided: : Not applicable to NBF Companies. However no such guarantee or
security provided.

Investments made are of the nature quoted /unquoted equity shares. Particulars of such investments are provided in
the financial statements vide note No. 5.

23. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The Company did not have any activity in relation to conservation of energy or technology absorption. The
Company had no foreign exchange earnings or outgoings during the year under report.

24. Details in respect of adequacy of internal financial controls with reference to the Financial Statements:

The Company has in place adequate internal financial controls with reference to financial statements. During the
year, such controls were tested and no reportable material weakness in the design or operation were observed.

25. Deposits:

The details relating to deposits, covered under Chapter V of the Act,-

(a) accepted during the year; Nil

(b) remained unpaid at the end of the year; Nil

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if
so, number of such cases and the total amount involved:

(i) at the beginning of the year; Nil

(ii) maximum during the year; Nil

(iii) at the end of the year; Nil

The details of deposits which are not in compliance with the requirements of Chapter V of the Act;

26. Particulars of contracts or arrangements with related parties:

All related party transactions that were entered into were on an arm’s length basis, in the ordinary course of
business and were in compliance with the applicable provisions of Companies Act, 2013 (“the Act”). There were
no materially significant Related Party Transactions made by the Company during the year that would have
required shareholders approval under the provisions of the Act. Details of the transactions with related parties are
provided in the Note No.28.09 of accompanying financial statements. Form AOC-2 pursuant to clause (h) of sub¬
section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith
marked as Annexure I.

21. Compliance with the Sexual Harassment of Women at Workplace (Prevention. Prohibition and
Redressal) Act. 2013

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the
financial year ended March 31, 2025:

• Number of complaints of sexual harassment received: Nil

• Number of complaints disposed of during the year: Nil

• Number of complaints pending for more than 90 days: Nil

The Company remains committed to providing a safe and respectful work environment for all its employees.

28. Compliance with the Maternity Benefit Act, 1961

The Company has duly complied with the provisions of the Maternity Benefit Act, 1961, including those relating to
maternity leave, nursing breaks, and related benefits for eligible women employees. Awareness sessions and policy
guidelines have been communicated across the organization.

29. Corporate Social Responsibility (CSR) : Not applicable

30. Human Resources

Your Company treats its “human resources” as one of its most important assets.

Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number
of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion
of talent internally through job rotation and job enlargement.

31 .Directors’ Responsibility Statement

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies
Act, 2013, shall state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with
proper explanation relating to material departures;

(b) the directors had 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 at
the end of the financial year and of the profit and loss of the Company for that period;

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

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed Company, had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

32. Transfer of Amounts to Investor Education and Protection Fund

The Company has during the financial year 2021-22, transferred all the unclaimed Debentures, Subordinated
Debts and Deposits with interest till maturity to Investor Education and Protection Fund.

33. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2025-2026 to Bombay Stock Exchange,
Mumbai where the Company’s Shares are listed.

34. Secretarial Standards

Secretarial Standards Pursuant to Section 118 of Companies Act, 2013, The Company has complied with all the
provisions of applicable Secretarial Standards issued by Institute of Company Secretaries of India and notified
by the Ministry of Corporate Affairs.

That is as follows: 1) Secretarial Standards - I for Board Meeting.

2) Secretarial Standards - II for General Meeting.

35. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH
THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There was no instance of onetime settlement with any Bank or Financial Institution.

37. GENERAL SHAREHOLDER INFORMATION:

The 42nd Annual General Meeting (AGM) of the Company is being conducted in compliance with
the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

The Notice of the 42nd AGM and the Annual Report for the financial year 2024-25, including the
Audited Financial Statements, are being sent electronically to the Members at their registered e¬
mail addresses. The Annual Report will also be available on the website of the Company at
www.mfgrounco.com and on the website of BSE Limited at www.bseindia.com.

The Company is providing to all Members the facility of remote e-voting to enable them to cast
their votes electronically on all resolutions set forth in the Notice. This facility is being provided
pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management
and Administration) Rules, 2014. The instructions for remote e-voting are provided in the Notice of
AGM. Members are requested to carefully read the instructions relating to participation in the 42nd
AGM and voting through electronic means, including remote e-voting.

The Board of Directors has appointed CS Ramachandra Bhat S, Practicing Company Secretary,

as the Scrutinizer to conduct the remote e-voting and voting at the AGM in a fair and transparent
manner.

38. Acknowledgements

Your Directors wish to place on record their appreciation of the services and co-operation extended by our
Bankers and Members of Staff of the Company, during the year under report. Your directors also wish to
thank the shareholders for their support.

For and on behalf of the Board of Directors

Sd/- sd/-

Basthi Ashok Pai T Narayan M Pai

Director Managing Director

(D1N:08136975) (DIN: (XH01633)

Place: Manipal
Date: 12.08.2025


 
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