The Board of Directors of your Company "Master Trust Limited" (mtl) are pleased to present Fortieth (40^th)
Annual Report of the Company along with the annual audited consolidated and standalone financial statement
for the financial year ended 31^st March, 2025.

FINANCIAL HIGHLIGHTS

The summary of the consolidated and standalone financial results of the Company for the financial year ended
31^st March, 2025 and the previous financial year ended 31^st March, 2024 are given below:

OVERVIEW OF THE FINANCIAL PERFORMANCE/STATE OF COMPANY AFFAIRS

The Company's consolidated gross revenue from operations for FY 2024-25 was ' 5839.42 million compared to
' 5005.30 million in the previous year, increased by 16.67% over the previous year.

The Company earned a consolidated net profit after tax of ' 1312.37 million, increased by 21.42% as against a net
profit after tax of ' 1080.84 million in the previous year.

The Company's standalone gross revenue for FY 2024-25 was ' 200.21 million, decreased by 4.67% as against
previous year's revenue of ' 210.02 million.

The Company earned a net profit after tax of ' 72.56
million, decreased by 12.62% as against a net profit
after tax of ' 83.04 million in the previous year.

The consolidated earnings per share for the current
year is ' 11.81 per share as compared to ' 9.94 per
share in the previous year and diluted earnings
per share for the current year is ' 11.21 per share as
compared to ' 9.79 per share in the previous year
and the standalone basic earnings per share for the
current year is ' 0.65 per share as compared to ' 0.76
per share in the previous year and diluted earnings
per share for the current year is ' 0.62 per share as
compared to ' 0.75 per share in the previous year.
The face value of the shares of the Company is ' 1/-
per equity shares.

CHANGE IN NATURE OF BUSINESS

There were no changes in the nature of business of
the Company during the financial year ended 31^st
March, 2025.

FUTURE OUTLOOK

We have delivered profitable performance in
FY 2024- 25 despite of market headwinds. Our
strategy is to be focused on core business of the
Company and Subsidiaries Companies and further
strengthen the business model of the Company.

Our various spheres of business are on its way to
achieve scale as we continue to invest in avenues
which are beneficial for our growth. Our brand is
now being recognised in India. Each of our business
segments offer huge headroom for growth and we
are well placed to benefit from this.

DIVIDEND

The Board of Directors has not recommended
dividend for the financial year ended 31^st March, 2025.

RESERVES

During the period under review there was a net
transfer of ' 14.41 million to Statutory Reserves.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for
the year under review as required under Regulation
34 of SEBI (LODR) Regulations, 2015 is given as a
separate statement forming part of the Annual
Report.

HUMAN RESOURCE DEVELOPMENT

At MTL, our employees play a crucial role in shaping
strategy and driving its successful planning and
execution, helping us achieve our organisational
objectives. By consistently investing in their

growth and development, we not only unlock new
opportunities but also transform our human
resources into a powerful source of strength and a
sustainable competitive advantage.

Simplicity, self-drive and a passion for excellence are
core values that our people embody and that define
our brand. Talent management and development
form the cornerstone of our HR policy, with a strong
commitment to continuously building the skills and
character of our team through focused programs.
To support this, we have refined our talent processes
across multiple dimensions, employing a systematic
approach to engaging employees from the outset of
their journey across all levels and verticals, ensuring
the cultivation of a well-rounded talent pool.

MTL takes great pride in providing work environment
that inspires people to do their best and encourages
an ecosystem of teamwork, continuous learning
and work-life balance in view of an increasingly
competitive environment for quality manpower.

MTL continues to focus on attracting and retaining the
right talent. We regularly recognise and encourage
our star performers.

As on 31^st March, 2025, MTL had nine employees,
while as on group basis mastertrust group had 1213
employees.

COMMITTEES OF THE BOARD:

Currently, there are 3 Board Committees as per the
provision of Companies Act, 2013 and SEBI LODR-
Audit Committee, Nomination and Remuneration
Committee and Stakeholders Relationship
Committee. Further the Board of Directors of the
Company has also formed Legal and Banking
Committee for discussion related to legal and
banking matters, however the committee will be
under the purview of the Board of Directors of the
Company.

The terms of reference of the Board Committees are
determined by the Board from time to time. Meetings
of each Board Committee are convened by the
Chairman of the respective Committees. The role
and composition of these Committees are provided
below:

(i) Audit Committee

The Company has a qualified and Independent
Audit Committee comprising of 3 non¬
executive Independent Directors viz. Mr. Rajiv
Kalra as chairman along with Mr. Sudhir Kumar
& Mr. Ravinder Singhania as members of the
committee, constituted in accordance with
Regulation 18 of SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015
and Section 177 of the Companies Act, 2013.
The Committee is empowered with the powers
as prescribed under the said Regulation 18
of SEBI (LODR) Reg. 2015 and Section 177 of the
Companies Act, 2013. The Committee also acts
in terms of reference and directions if any, as
given by the Board from time to time.

No recommendation of the Audit Committee
has been rejected by the Board of Directors of
the Company during the period under review.

Mr. Rajiv Kalra is the Chairman of the Committee.

Mr. Vikas Gupta, Company Secretary of the
Company act as a Secretary to Audit Committee.

The Audit Committee discharges its functions
and obligations on regular basis and on the
occurrence of the events.

(ii) Nomination & Remuneration Committee

The Nomination and Remuneration Committee
has been formed in compliance of Regulation

19 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and pursuant
to Section 178 of the Companies Act, 2013
comprising of 1 Non-Executive Non-Independent
Director and 2 Non-Executive independent
Directors viz. Mr. Rajiv Kalra, Mr. Rajinder Kumar
Singhania and Mr. Anil Kumar, out of which
Mr. Rajinder Kumar Singhania is Non-Executive
Non Independent Director.

Mr. Rajeev Kalra is the Chairman of the
Committee.

(iii) Stakeholders Relationship Committee

The Stakeholders Relationship Committee has
been formed in compliance of Regulation

20 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and pursuant
to Section 178 of the Companies Act, 2013
comprising of 2 Non-Executive Non Independent
Directors and 1 Non-Executive independent
Directors viz. Mr. Rajinder Kumar Singhania,
Mrs. Harneesh Kaur Arora and Mr. Rajiv Kalra,
out of which Mr. Rajiv Kalra is Non-Executive
independent Director.

Mr. Rajinder Kumar Singhania is the Chairman of
the Committee.

(iv) Legal & Banking Committee

The Legal & Banking Committee has been
formed comprising of Mr. Harjeet Singh Arora,
Mr. Rajinder Kumar Singhania and Mrs. Harneesh
Kaur Arora.

Mr. Harjeet Singh Arora is the Chairman of the
Committee.

BOARD OF DIRECTORS/KEY MANAGEMENT
PERSONNEL (KMPS)

(a) Board of Directors

(i) Retirement by Rotation

In accordance with the provisions of
Section 152 of the Companies Act, 2013
and in accordance with the Articles of
Association of the Company, Mr. Gurmeet
Singh Chawla, Director of the Company,
retires by rotation at the forthcoming
Annual General Meeting of the Company
and being eligible offer himself for re¬
appointment. Notice convening the Annual
General Meeting includes the proposal for
his re-appointment as the Director.

(ii) Board Composition

As on the date of this report, the Company's
Board consists of the following Directors:-

CHANGE IN BOARD COMPOSITION DURING THE
FINANCIAL YEAR 2024-25:

Mr. Ashwani Kumar (DIN: 00030307) and Mr. Pavan
Kumar Chhabra (DIN: 00104957) ceased to be Non¬
Executive Independent Directors of the Company,
consequent to the completion of their second term
of five (5) consecutive years on 30^th September, 2024.

The Board is thankful to Mr. Ashwani Kumar and Mr.
Pavan Kumar Chhabra for spending such a long time
with company and for their continuous guidance
during their tenure as Independent Directors.

Mr. Anil Kumar (DIN: 00009928) and Mr. Sudhir Kumar
(DIN: 00305360) were appointed as Non-Executive
Independent Directors, not liable to retire by rotation,

for a tenure of 5 consecutive years commencing
from 28^th August, 2024 to 27^th August, 2029.

(b) KMP'S

There is no change in the KMPs during the year under
review and in terms of the provisions of Section
203 of Companies Act, 2013, Mr. Harjeet Singh Arora,
Managing Director, Mr. Vikas Gupta, Company
Secretary and Compliance Officer and Mr. Sunil
Kumar, Chief Financial Officer are the KMPs of the
Company.

STATEMENT ON DECLARATION BY INDEPENDENT
DIRECTORS UNDER SECTION 149(6)

The Company has received declarations 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 (LODR) Regulations, 2015.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTOR

The Company has in place a familiarisation
programme for its Independent Directors. The
objective of the programme is to familiarise
Independent Directors on our Board with the business
of the Company, industry in which the Company
operates, business model, challenges etc. through
various programmes which includes interaction with
subject matter experts within the Company, meetings
with our business leads and functional heads on a
regular basis.

The familiarisation programme and other
disclosures as specified under the Listing Regulations
is available on the Company's website at:https://
master-trust-strapi.s3.ap-south-1.amazonaws.com/
FAMILIARISATION_PROGRAM_FOR_INDEPENDENT_
DIRECTORS_202305291309320822103_324416c60b.
pdf

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
AND MEETING OF SHAREHOLDERS

The Board of Directors of the Company met Nine (9)
times during the year under review. The details of
these Board Meetings are provided in the Report on
Corporate Governance section forming part of the
Annual Report. The necessary quorum was present
for all the meetings. The maximum interval between
any two meetings did not exceed 120 days.

These Board Meetings were held on 30^th May, 2024;
26^th June, 2024; 7^th August, 2024; 20^th August, 2024, 28^th
August, 2024; 31^st August, 2024, 10^th October, 2024, 12^th
November, 2024 and 12^th Februray, 2025.

The separate meeting of the Independent Directors
of the Company in absence of non-independent
Directors was also held on 12^th November, 2024 other
than the Board Meetings mentioned.

Annual General Meeting of the Company for the
Financial Year 2023-24 was held on 30^th September,
2024 and one special resolution was passed through
postal ballot on 31^st July, 2024.

ANNUAL EVALUATION OF BOARD PERFORMANCE
AND PERFORMANCE OF ITS COMMITTEES AND OF
DIRECTORS:

As required under the Act and Listing Regulations, the
Board has carried out formal annual evaluation of
the performance of the Board, its Committees and
of individual Directors. The performance of the Board
was evaluated by the Board after seeking inputs
from all the Directors on the basis of criteria such as
the Board composition and structure, effectiveness
of board processes, information and functioning, etc.

The performance of the Committees was evaluated
by the board after seeking inputs from the
Committee members on the basis of criteria such
as the composition of Committees, effectiveness of
Committee meetings, etc.

The above criteria are broadly based on the Guidance
Note on Board Evaluation issued by the Securities
and Exchange Board of India on 5^th January 2017.

In a separate meeting of Independent Directors,
performance of non-Independent Directors, the
Board as a whole and the Chairman of the Company
was evaluated, considering the views of Managing
Director and non-Executive Directors.

The Board and the NRC reviewed the performance
of individual Directors on the basis of criteria such as
the contribution of the individual Director to the Board
and Committee meetings like preparedness on the
issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc.

In the Board meeting that followed the meeting of the
Independent Directors and meeting of Nomination,
HR and Remuneration Committee, the performance
of the Board, its Committees, and individual Directors
was also discussed. Performance evaluation of
Independent Directors was done by the entire Board,
excluding the Independent Director being evaluated.

Based on inputs received from the Board members,
it emerged that the Board had a good mix of
competency, experience, qualifications and diversity.
Each Board member contributed in his/her own
manner to the collective wisdom of the Board, keeping
in mind his/her own background and experience.

There was active participation, and adequate
time was given for discussing strategy. Overall, the
Board was functioning very well in a cohesive and
interactive manner.

DEPOSITS

The Company has not accepted any deposits from
public and as such, no amount on account of principal
or interest on deposits from public was outstanding
as on the date of the Financial Statement.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY

The Shareholders of the Company has approved
the sub division/Split off of equity shares of the
Company from the face value of ' 5/- each to ' l/-
each, to which effect the shares of the Company has
been subdivided from 2,24,53,200 equity shares of
' 5/- each to 11,22,66,000 equity shares of ' 1/- each,
thereafter new ISIN no. INE677D01037 was allotted to
the Company representing such sub divided shares
of ' 1/- each w.e.f. record date fixed for that purpose
by the Board of Directors of the Company i.e.
30^th October, 2024.

During the financial year 2024-25, the Company has
submitted its application to National Stock Exchange
of India Limited for direct listing of its equity shares
comprising of 11,22,66,000 (Eleven Crore Twenty Two
Lakh Sixty Six Thousand) equity shares of face value
of ' 1/- each to which effect NSE has approved the
Listing application and equity shares of the Company
get listed on the main board of National Stock
Exchange of India Limited (NSE) w.e.f. 12^th November,
2024.

The Company didn't notice any other material
changes and commitments which have its impact
in the financial position of the Company occurred
in the financial year ended I.e. 31stMarch, 2025 to
which the financial statements relate, other than as
mentioned above.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE

No significant and material orders were passed
by the Regulators or Courts or Tribunals impacting
the going concern status and your Company's
operations in future.

There was no application made or proceeding
pending against the Company under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016) during the
year under review.

REPORT ON CORPORATE GOVERNANCE

The Company has a rich legacy of ethical governance
practices and is committed to implement sound
corporate governance practices with a view to bring
about transparency in its operations and maximise
shareholder value.

A Report on Corporate Governance along with a
Certificate from the Independent Auditors of the
Company regarding compliance with the conditions
of Corporate Governance as stipulated under
Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 forms
part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of
the Companies Act 2013 with respect to Directors'
Responsibility Statement, the Directors hereby
confirm that:

(a) I n 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 have devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

listing/de-listing of shares

During the financial year 2024-25, the Company has
submitted its application to National Stock Exchange
of India Limited for direct listing of its equity shares
comprising of 11,22,66,000 (Eleven Crore Twenty Two
Lakh Sixty Six Thousand) equity shares of face value of
' 1/- each to which effect NSE has approved the Listing
application and equity shares of the Company get
listed on the main board of National Stock Exchange
of India Limited (NSE) w.e.f. 12^th November, 2024.

The Shares of your Company are presently listed on
the BSE Limited (BSE), Mumbai and National Stock
Exchange of India Limited (NSE) and the Annual
Listing Fees for the year 2025-26 has already been
paid to it.

The Board of Directors of the Company in its meeting
held on 26^th June, 2024 and 20^th August, 2024 has
approved allotment of 3,12,500 Equity Shares and

3.87.500 equity shares respectively at an issue price
of ' 350/- (includes ' 5/- as face value and ' 345/-
as premium) pursuant to conversion of 7,00,000
warrants to the allottees, on the receipt of exercise
price equivalent to 75% of the issue price (mentioned
above) of ' 18,37,50,000/- in full and the Company
has also received Listing and Trading Approval from
BSE in this regards.

SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March,
2025 was ' 112.26 million.

The Board of Directors of the Company in its meeting
held on 26^th June, 2024 and 20^th August, 2024 has
approved allotment of 3,12,500 Equity Shares and

3.87.500 equity shares respectively an at an issue
price of ' 350/- (includes ' 5/- as face value and
' 345/- as premium) pursuant to conversion of
7,00,000 warrants to the allottees, on the receipt of
exercise price equivalent to 75% of the issue price
(mentioned above) of ' 18,37,50,000/- in full.

The Company has filed the MCA E-Form PAS-3 on
dated 26.06.2024 and 20.08.2024, for the allotment
of 3,12,500 and 3,87,500 Equity Shares respectively,
pursuant to Conversion of 7,00,000 Warrants. Post
Allotment Share Capital of the Company increased
to ' 11,22,66,000/- comprising 2,24,53,200 equity
shares of ' 5/- each.

Thereafter, the board of the Company in its meeting
7^th August, 2024 and further the shareholders of the
Company in 39^th Annual General Meeting of the
Company has considered and approved the split
off/subdivision of equity shares from the face value
of ' 5/- each to ' 1/- each to which effect the paid
up equity share capital of the Company become
' 11,22,66,000/- comprises 11,22,66,000 equity shares of
' 1/- each.

AUDIT AND AUDITORS

I. Statutory Auditors and Auditors Report

Based on the recommendation of the Audit
Committee and the Board of Directors, Members
of the Company at the 39^th Annual General
Meeting held on 30^th September, 2024, appointed
M/s. Bhushan Aggarwal & Co., Chartered
Accountants (ICAI Firm Registration No. 005362N)
as the Statutory Auditors for a term of 5 (five)
years commencing from the conclusion of the
39^th Annual General Meeting until the conclusion
of the Annual General Meeting to be held for
the financial year 2028-29. During the year,
the Statutory Auditors have not reported any
incident of fraud to the Audit Committee of the
Company.

There are no qualifications, reservations or
adverse remarks or disclaimers made by M/s.
Bhushan Aggarwal & Co., Chartered Accountants,
Statutory Auditors, in their report and the Auditors
report were self-explanatory.

II. Secretarial Auditors

Pursuant to the provisions of Section 204 of
the Companies Act, 2013, your Directors had
appointed M/s. Pooja M Kohli & Associates,
Practicing Company Secretaries, to undertake
the Secretarial Audit of your Company for the
year ended 31^st March, 2025.

The Secretarial Auditors have issued audit
report for the year ended 31^st March, 2025. The
comments made by the Secretarial Auditors
are self-explanatory. Their report is annexed
herewith as Annexure to this Report.

There were no qualifications, reservations or
adverse remarks or disclaimers made by M/s.
Pooja M Kohli & Associates, Company Secretary
in whole time practice, Secretarial Auditors, in
their report and the Secretarial Report were self¬
explanatory.

Further, as per the amended Regulation 24A of
SEBI (LODR), Regulations, 2015, the Company is
required to appoint a Secretarial Auditor who
shall be a Peer Reviewed Company Secretary
firm. Accordingly, your Board recommends the
appointment of M/s. Pooja M Kohli & Associates,
Company Secretaries as the Secretarial Auditors
of the Company for a term of Five (5) consecutive
years from FY 2025-26 to FY 2029-30 at a
remuneration as may be approved by the Board
of Directors from time to time in consultation with
the Secretarial Auditor of the Company, subject
to the approval of the shareholders in ensuing
Annual General Meeting for the FY 2024-2025.

III. Internal Auditors

The Board of Directors of the Company
has appointed M/s Romesh K. Aggarwal &
Associates, Chartered Accountant (FRN: 000711N)
as Internal Auditors to conduct Internal Audit
of the Company for the Financial Year ended
31^st March, 2025.

The Board of the Company has further approved
the re-appointment of M/s Romesh K. Aggarwal
& Associates, Chartered Accountant (FRN:
000711N) for the financial year 2025-26.

IV. Cost Auditors and Maintenance of Cost
Records

The Company is in service sector and NBFC
Company hence it is not required to maintain
cost records and Cost Audit is not required as
specified by the Central Government as per
Section 148(1) of the Companies Act, 2013 and
Rule 3 of the Companies (Cost Records and
Audit) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of Companies Act, 2013
related to CSR were applicable on the Company for
the financial year ended 31^st March, 2025 and the
Board of Directors of the Company has formulated
and adopted the CSR policy in accordance with
Companies (Corporate Social Responsibilities) rules,
2014.

The Board of Directors of the Company took note of
ascertained CSR expenditure as per section 198 of
the Companies Act. 2013.

Annual Report on Corporate Social Responsibility is
annexed with this report which form an integral part
of this report.

INTERNAL FINANCIAL CONTROLS AND THEIR
ADEQUACY

The Corporate Governance Policies guide the conduct
of affairs of the Company and clearly delineate the
roles, responsibilities and authorities at each level
of its governance structure and key functionaries
involved in governance. The Code of Conduct for
Senior Management and Employees of the Company
(the Code of Conduct) commits Management to
financial and accounting policies, systems and
processes. The Corporate Governance Policies and
the Code of Conduct are widely communicated
across the Company at all times.

The financial statements of the Company have been
prepared in accordance with Indian Accounting
Standards (IND AS) as per the Companies (Indian

Accounting Standards) Rules, 2015 as amended
from time to time notified under Section 133 of the
Companies Act, 2013, (the 'Act') and other relevant
provisions of the Act.

The Board of Directors of the Company have adopted
various policies such as Related Party Transactions
Policy, Whistle Blower Policy, Corporate Social
Responsibility Policy, Documents preservation policy,
Monitoring and Reporting of Trading by Insiders, Code
of Internal Procedures and conduct for Regulating,
monitoring and reporting of trading by Insiders, Code
of Practices and Procedures for Fair Disclosures and
such other procedures for ensuring the orderly and
efficient conduct of its business for safeguarding of
its assets, the accuracy and completeness of the
accounting records and the timely preparation of
reliable financial information.

The Company recognises Internal Financial Controls
cannot provide absolute assurance of achieving
financial, operational and compliance reporting
objectives because of its inherent limitations. Also,
projections of any evaluation of the Internal Financial
Controls to future periods are subject to the risk
that the Internal Financial Control may become
inadequate because of changes in conditions or
that the degree of compliance with the policies or
procedures may deteriorate. Accordingly, regular
audits and review processes ensure that such
systems are reinforced on an ongoing basis.

DETAILS OF SUBSIDIARY/JOINT VENTURES/
ASSOCIATE COMPANIES

The Company has 6 subsidiaries as on 31^st March,
2025. A report on the performance and financial
position of each subsidiary is outlined in AOC-1 which
is annexed to this report. In accordance with the
provisions of Section 136 of the Companies Act, 2013,
and the amendments thereto, read with the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ('SEBI
Listing Regulations'), the audited financial statements,
including the consolidated financial statements and
related information of the Company and financial
statements of the subsidiary companies will be
available on our website http://www.mastertrust.
co.in.

The Company has also formulated a policy for
determining 'material' subsidiaries pursuant to the
provisions of the SEBI Listing Regulations. The policy is
available at the website of the Company at

https://master-trust-strapi.s3.ap -south-1.
amazonaws.com/MTL_POLICY_ON_MATERIAL_
SUBSIDARY_2375e3a2c6.PDF

The Company however does not have any Joint
Venture and associates company.

PERFORMANCE AND FINANCIAL POSITION OF EACH
OF THE SUBSIDIARIES AND ASSOCIATE COMPANIES
INCLUDED IN THE CONSOLIDATED FINANCIAL
STATEMENT.

The summary of performance of the subsidiaries of
the Company is provided below:

1. MASTER CAPITAL SERVICES LIMITED (MCSL)

In the current year of operations FY 2024-25,
MCSL posted increase in total revenues. MCSL's
total revenue during the year under review
increased by 13.67% to ' 5244.55 million from
' 4613.75 million in the previous FY 2023-24.

MCSL's net profit, during the current year,
increased by 11.52% to ' 1036.83 million from
' 929.75 million in previous year.

2. MASTER COMMODITY SERVICES LIMITED

(mcomsl)

In the current year of operations FY 2024-25,
MCOMSL's total revenue during the year under
review increased by 5.60% to ' 19.22 million from
' 18.20 million in the previous FY 2023-24.

MCOMSL net profit, during the current year,
decreased by 31.03% to ' 0.40 million as
compared to Rs 0.58 million in previous year.

3. MASTER INFRASTRUCTURE AND REAL ESTATE
DEVELOPERS LIMITED (MIREDL)

In the current year of operations FY 2024-25,
MIREDL's total revenue during the year under
review increased to ' 260.14 million from ' 46.67
million in the previous FY 2023-24.

MIREDL's net profit, during the current year
increased to ' 163.24 million from ' 21.50 million
in previous year.

4. MASTER INSURANCE BROKERS LIMITED (MIBL)

In the current year of operations FY 2024-25,
MIBL's total revenue during the year under review
increased by 7.58 % to ' 40.73 million from ' 37.86
million in the previous FY 2023-24.

MIBL's net profit during the current year also
increased to ' 15.41 million from ' 12.45 million,
registering an increase by 23.77%.

5. MASTER PORTFOLIO SERVICES LIMITED (MPSL)

In the current year of operations FY 2024-25,
MPSL's revenue during the year under review
decreased by 1.20 % to ' 205.59 million from
' 208.06 million in the previous FY 2023-24.

MPSL's net profit, during the current year,
decreased to ' 24.09 million from ' 33.25 million
in previous year, registering decrease by 27.55%.

6. MASTERTRUST WEALTH PRIVATE LIMITED

(mwpl)

In the current year of operations FY 2024-25,
MWPL's total revenue during the year under
review decreased by 37.50% to ' 0.05 million
from ' 0.08 million in the previous 2023-24.

MWPL suffered a loss of ' 0.14 million during the
current year as compared to net profit of ' 0.27
million in previous year.

Pursuant to the provisions of Section 129 (3) of
the Companies Act, 2013 and rules made there
under, a statement containing salient features
of financial statements of subsidiaries in Form
AOC-1 is attached to the Accounts. The separate
audited financial statements in respect of each
of the subsidiary companies including step down
subsidiaries, shall be kept open for inspection at
the Registered Office of the Company during
working hours for a period of 21 days before
the date of the Annual General Meeting. Your
Company will also make available these
documents upon request by any Member of the
Company interested in obtaining the same. The
separate audited financial statements in respect
of each of the subsidiary companies including
step down subsidiaries, are also available on
the website of your Company at https://www.
mastertrust.co.in/investor-relation.

PARTICULARS OF EMPLOYEES AND RELATED
INFORMATION

During the period under review, no employee of the
Company received salary in excess of the limits as
prescribed under the Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, hence no particulars of
employees are required to given.

In accordance with the provisions of Section 197(12)
of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial

Personnel) Rules, 2014, a statement containing the
disclosures pertaining to remuneration and other
details as required under the Act and the above
Rules, form part of this Boards' Report.

As per the provisions of Section 136(1) of the Act, the
reports and accounts are being sent to the Members
of the Company excluding the information regarding
employee remuneration as required pursuant to Rule
5(2) and Rule 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014. The same is available for inspection by
Members at the Registered Office of the Company
on all working days and through electronic means
up to the date of the Fortieth (40^th) Annual General
Meeting. Any Member interested in obtaining
statement including name of the top ten employees
in terms of remuneration drawn and the name of
every employee may write to the Company Secretary
and the same will be furnished on such request and
such particulars shall be made available by the
Company within three days from the date of receipt
of such request from shareholders.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS MADE

Pursuant to Section 186(11) of the Companies Act,
2013 the investment and lending activities of a Non¬
Banking Financial Company in the ordinary course of
its business are exempted. Further Particulars of loans
given, investments made, guarantees given and
securities provided are mentioned in the standalone
financial statements. Loans and Guarantee Given
and investment made by the Company is under its
nature of business and is proposed to be utilised by
the recipient for the business purpose. The Company
have complied the provision of Section 186 of the
Companies Act, 2013.

RELATED PARTY TRANSACTIONS (PARTICULARS OF
CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES)

All the related party transactions during the year
were entered on arm's length basis and were in
compliance with the applicable provisions of the
Companies Act, 2013 and the SEBI (LODR) Regulations,
2015. Accordingly, the disclosure of Related Party
Transactions as required under Section 134(3)(h)
of the Companies Act, 2013 in form AOC-2 is not
applicable.

All related party transactions were first approved by
the Audit Committee and thereafter placed before
the Board for their consideration and approval.
A statement of all related party transactions is
presented before the Audit Committee meeting on
quarterly basis, specifying the nature, value and
terms and conditions of the transactions

The Board of Directors of the Company has, on the
recommendation of the Audit committee, adopted a
policy to regulate transaction between the Company
and its related parties, in compliance with the
applicable provisions of the Companies Act, 2013,
the rules there under and Listing Regulations. The
Company took the Approval of Audit Committee,

Board and Shareholders Approval for the Related
Party Transaction (RPT).

There are no materially significant related party
transactions entered into by the Company with
Promoters, Directors or KMP etc., which may have
potential conflict with the interest of the Company
at large.

The Policy as considered and approved by the
Board has been uploaded on the website of the
Company at https://master-trust-strapi.s3.ap-
south-1.amazonaws.com/RELATED_PARTY_POLICY_
UPDATED_29052025_4ff787eead.pdf

Details of related party transactions entered
into by the Company, in terms of Ind AS-24 have
been disclosed in the notes to the standalone/
consolidated financial statements forming part of
this Annual Report.

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

The Company being engaged in the financial
services activities and NBFC Activities, its operations
are not energy intensive nor does it require adoption
of specific technology and hence information in
terms of Section 134(3)(m) of the Act read with the
Companies (Accounts) Rules, 2014 is not applicable
to the Company. However, as a responsible corporate
citizen, it continues to pursue and adopt appropriate
energy conservation measures.

During the financial year ended 31^st March, 2025, there
is no Foreign Exchange Earnings and Outgo.

ANNUAL RETURN

In terms of the provisions of Section 92 and Section
134 of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the
Annual Return of your Company as on 31^st March,
2025 is available on Company's website https://www.
mastertrust.co.in/investor-relation

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a vigil mechanism
for Directors and Employees to report their genuine
concerns in compliance with provision of section 177
(10) of the Companies Act, 2013 and Regulation 22 of
SEBI (LODR) Regulations, 2015.

The Audit Committee of the Board oversees the
functioning of this policy. Protected disclosures
can be made by a whistle blower through several
channels to report actual or suspected frauds and
violation of Company's Code of Conduct and/or
Ethics Policy.

Details related to the same is also described in
corporate governance report as part of this report.

MATERIAL SUBSIDIARY COMPANY

As defined under Regulation 16 (1) (c) of Listing
Regulations, the Company had one (1) Material
Subsidiary during the financial year 2024-25 viz.

(l) Master Capital Services Limited

The Audit Committee reviews the financial
statements of material subsidiary of the
Company. It also reviews the investments
made by such subsidiary, the statement of all
significant transactions and arrangements
entered into by the subsidiary, if any, and the
compliances of material subsidiary on a periodic
basis. The minutes of board meetings of all the
unlisted subsidiary company are placed before
the Board. Composition of the Board of material
subsidiary is in accordance with the Regulation
24(1) of the Listing Regulations.

POLICY ON MATERIAL SUBSIDIARIES

The Company has adopted a Policy on Material
Subsidiary in line with the requirements of the Listing
Regulations. The objective of this Policy is to lay down
criteria for identification and dealing with material
subsidiaries. The policy on Material Subsidiary is
available on the website of the Company at the
link: https://master-trust-strapi.s3.ap-south-1.

amazonaws.com/MTL_POLICY_ON_MATERIAL_
SUBSIDARY_2375e3a2c6.PDF

CODE FOR PREVENTION OF INSIDER TRADING

The Company has formulated a Code of Fair
Disclosure (Including Determination of Legitimate
Purpose), Internal Procedures and Conduct for
Regulating, Monitoring and Reporting of Trading by
Designated Person(s) ('the Code') in accordance
with provisions of SEBI (Prohibition of Insider Trading)
Regulations, 2015, as amended, to come into effect
from 1^st April, 2019, with a view to regulate trading in
securities by the Directors and Designated Persons
as identified therein. The Company Secretary acts as
the Compliance Officer in terms of the Code.

The Code lays down guidelines, which advises them
on procedures to be followed and disclosures to be
made, while dealing with the shares of the Company.
The Code specifies, among other matters, that
Directors and Designated Persons of the Company,
as defined in the Code, can trade in the shares of
the Company only during 'Trading Window Open
Period'. The trading window is closed during the time
of declaration of results, dividend and other material
events as per the Code. The intimation of the closure
of Trading Window, as per the SEBI Regulations on
Prohibition of Insider Trading, is given to the Stock
Exchanges and CDSL (Designated Depository) before
the end of every quarter with effect from the 1^st day of
the month immediately succeeding the end of every
quarter till 48 hours after the declaration of financial
results of the Company to the Stock Exchanges.
The same is intimated to the Designated Persons
as well. These aforementioned Codes are posted
on the website of the Company at the link: https://
master-trust-strapi.s3.ap-south-1.amazonaws.com/
Code_of_Fair_Disclosure_under_Insider_Trading_
Regulations_MTL_201908071429529868959_74584
1e681.pdf

Annual Declarations containing the annual
disclosures of holding of securities have been
obtained from all the Directors and the Designated

Persons of the Company for the financial year
ended 31^st March, 2025. Besides, a declaration has
also been obtained from the Managing Director of
the Company ensuring compliance with Regulation
9 Sub regulations 1 and 2 of the SEBI (Prohibition of
Insider Trading) Regulations, as amended.

POLICY ON NOMINATION AND REMUNERATION OF
DIRECTORS

Pursuant to the Companies Act, 2013 and SEBI
Listing Regulations, the Company has constituted
a Nomination and Remuneration Committee
consisting of composition as defined therein. The
terms of reference of the Committee, inter alia,
include dealing with appointment and remuneration
of Directors, Key Managerial Personnel and Senior
Management Personnel. The Policy inter-alia covers
the criteria for determining qualifications, positive
attributes and independence of a director, etc.

A Copy of the policy is uploaded on the Company's
website at https://master-trust-strapi.s3.ap-south1.
amazonaws.com/Nomination_and_Remuneration_
Policy_202307251204033331089_8c97354088.pdf

The statement of Disclosure of Remuneration under
Section 197 (12) of Companies Act, 2013 and Rule 5(1)
of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached to this
report.

RISK MANAGEMENT

Risk management can be construed as the
identification, assessment, and prioritisation of risks
followed by coordinated and economical application
of resources to minimise, monitor, and control the
probability and/or impact of unfortunate events
or to maximise the realisation of opportunities. The
Company has a well-defined risk management
framework in place that functions through its Audit
Committee. The Company periodically places before
the Audit Committee and the Board of Directors the
key risks and the risk assessment and mitigation
procedures followed by the Company.

A Copy of the RISK Management policy is uploaded
on the Company's website at https://master-
trust-strapi.s3.ap-south-1.amazonaws.com/RISK_
MANAGEMENT_POLICY_202309181635288316589_
a55290cb7e.pdf

DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

All women who are associated with the Company
either as permanent employees or temporary
employees or contractual persons including service
providers at the Company sites are covered under
the above policy.

The Company has constituted Internal Complaints
Committee to ensure a harassment free working
environment, to redress the complaints and to
prevent sexual harassments, if any. No complaints
relating to sexual harassment were received during
the year.

MANAGING DIRECTOR (MD) AND CHIEF FINANCIAL
OFFICER (CFO) CERTIFICATE

In terms of the Listing Regulations, the certificate,
as prescribed in Part B of Schedule II of the said
Regulations, has been obtained from the Chief
Financial Officer and Managing Director of the
Company, for the financial year 2024-25 with regard
to the financial statements and other matters. The
said certificate forms part of this Annual Report.

DIVIDEND DISTRIBUTION POLICY

Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ('Listing Regulations')
Dividend Distribution Policy is not applicable on the
Company.

SECRETARIAL STANDARDS OF ICSI

The Company has complied with applicable
provisions of the Secretarial Standards issued by
the Institute of Company Secretaries of India and
approved by the Government of India under Section
118(10) of the Companies Act, 2013.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors,
Secretarial Auditors and Internal Auditors have not
reported any instances of frauds committed in the
Company by its Officers or Employees, to the Audit
Committee under Section 143(12) of the Act, details of
which needs to be mentioned in this Report.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL
STATEMENTS

Following is the event which has been happened
subsequent to the date of financial statement:

The Board of Directors of the Company in its meeting
held on 05^th August, 2025 has approved the allotment
of 1,07,50,000 equity shares pursuant to receipt in full
exercise price equivalent to 75% of the issue price of
the warrants which were issued on 06.02.2024.

However, kindly note that, above mentioned warrants
were issued with the face value of ' 5/- each on
06.02.2024, but thereafter the Shareholders of the
Company in the 39^th Annual General Meeting of the
Company on 30^th September, 2024 has approved the
sub division/Split off of equity shares from face value
of ' 5/- each to ' 1/- each, pursuant to which the
21,50,000 warrants become 1,07,50,000 with the face
value of ' 1/- each.

Further, we would like to inform that the wholly
owned subsidiary of the Company i.e. Master Capital

Services Limited has applied to SEBI for Mutual Fund
License.

Your director are not aware of any other
circumstances not otherwise dealt with in this Report
or in the financial statements of your Company,
which would render any amount stated in the
Accounts of the Company misleading. In the opinion
of the Directors, no item, transaction or event of a
material and unusual nature has arisen in the interval
between the end of the financial year and the date
of this report, which would affect substantially the
results, or the operations of your Company for the
financial year in respect of which this report is made.

INVESTOR EDUCATION AND PROTECTION FUND

(iepf):

Pursuant to the applicable provisions of the
Companies Act, 2013 read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules,
2016 (the Rules), as amended from time to time, all
unpaid or unclaimed dividends are required to be
transferred by the Company to the IEPF established
by the Government of India, after completion of seven
year. Further, according to the Rules, the shares on
which dividend had remained unpaid or unclaimed
by the shareholders for seven consecutive years or
more are also transferred to the demat account of
the IEPF Authority.

The Company will transfer the final dividend and
corresponding shares for the financial year ended
2017- 18 within statutory timelines. Members are
requested to ensure that they claim the dividends
and shares referred to above, before they are
transferred to the said Fund. The due dates for
transfer of unclaimed dividend to IEPF are provided
in the report on Corporate Governance.

APPRECIATION

Your directors place on records their sincere
appreciation for the assistance, cooperation,
encouragement and guidance provided by
the Government, Regulators, Stock Exchanges,
Depositories, other statutory bodies and Company's
Bankers to the Company.

Yours directors also gratefully acknowledge all
stakeholders of the Company viz. clients, advisors,
members, banks and other business associates
for the excellent support received from them
during the year. Our employees are instrumental
in the Company to scale new heights, year after
year. Their commitment and contribution is deeply
acknowledged. Your involvement as members is also
greatly valued. Your directors look forward to your
continuing support in the Master Trust Group.

For and on behalf of the Board of Directors

Sd/- Sd/-

(Rajinder Kumar Singhania) (Harjeet Singh Arora)

Place: Ludhiana Director Managing Director

Date: 30^th August, 2025 DIN-00077540 DIN- 00063176