The Board of Directors of Mangal Credit and Fincorp Limited have great pleasure in presenting the 63^rd Annual
Report along with the Audited Financial Statements for the financial year ended 31^st March, 2025.

1. FINANCIAL HIGHIGHTS

The key highlights of the audited financial statements of your Company for the financial year ended 31^st
March, 2025 and comparison with the previous financial year ended 31^st March, 2024 are summarised
below;

(' in Lakhs excent EPS)

2. REVIEW OF OPERATIONS

• Total Revenue increased to ' 495762 Lakhs in
FY 2024-25 from ' 332749 Lakhs in FY 2023¬
24.

• Interest Income (NII) from operations
increased to ' 4803.54 Lakhs in fY 2024-25
from ' 3215.28 Lakhs in FY 2023-24.

• Profit after tax (PAT) before OCI increased to
' 1306.76 Lakhs in FY 2024-25 compared to
' 1054.59 Lakhs in FY 2023-24.

• Loan Assets Under Management (AUM)
increased by 28.81 % y-o-y to ' 29,457 Lakhs
in FY 2024-25 compared to ' 22,870 Lakhs in
FY 2023-24.

• Net Interest Income (NII) increased by 29.42%
to ' 3,035 Lakhs in FY 2024-25 compared to
' 2,345 Lakhs in FY 2023-24.

• GNPA decreased to 1.19% in FY 2024-25 as
compared to 1.31 % in FY 2023-24.

• NNPA is decreased to 0.66 % in FY 2024-25 as
compared to 0.75 % in FY 2023-24.

3. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

Your Company does not have any subsidiary(ies),
joint venture(s)/associate company(ies) within
the meaning of Section 2(6) and 2(87) of the
Companies Act, 2013 ("the Act") as at the end of
the financial year 2024-25.

4. DIVIDEND

The Board of Directors of the Company
have at their meeting held on 15^th May, 2025,
recommended final dividend @ 75% on equity
shares i.e. ' 0.75 per equity share of the face
value of ' 10/- each for the financial year 2024-25.
The dividend payment is subject to approval of
members at the ensuing Annual General Meeting.

The dividend would be paid to all the equity
shareholders, whose names would appear in the
Register of Members / list of Beneficial Owners
on the Record date fixed for this purpose.

Pursuant to the provisions of the Finance Act,
2020, dividend income will be taxable in the
hands of the shareholders w.e.f. 1^st April, 2020 and
accordingly the Company would be required to
deduct tax at source (“TDS”) from such dividend
at the prescribed rates under the Income Tax Act,
1961. All the required details regarding TDS on
dividend are forming part of the Notice of 63^rd
AGM which forms part of this Annual Report.

As your Company is not falling under top 1000
listed entities, Regulation 43A of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
(“SEBI Listing Regulations”) is not applicable to
the Company.

5. TRANSFER TO STATUTORY RESERVES

Pursuant to the requirement of Section 45-IC of
the Reserve Bank of India Act, 1934, an amount
of ' 261.35 Lakhs (previous year ended 31^st March
2024 was ' 210.92 Lakhs) was transferred to
statutory reserve fund.

Statutory Reserve represents the Reserve Fund
created under Section 45IC of the Reserve Bank
of India Act, 1934. Accordingly, an amount
representing 20% of Net Profit for the period is
transferred to the statutory reserve fund for the
year.

6. CHANGES IN SHARE CAPITAL

During the year under review, the Company
has not issued any equity shares. Accordingly,
the issued, subscribed, and paid-up share
capital of the Company remained unchanged
at '19,56,39,860/- comprising 1,95,63,986 equity
shares of face value '10/- each.

However, as on 31^st March, 2025, 15,50,000
Convertible Equity Warrants issued by the
Company were outstanding. These warrants are
convertible into equivalent number of equity
shares at the option of the warrant holder in
accordance with the terms of issue.

7. BORROWINGS AND REPAYMENT OF TERM
LOANS

Your company being a Non-Banking Financial
Company is required to raise funds for its
business requirements. During the year under
review, your Company has raised fresh secured
Term Loans, Working Capital Demand Loans,
Inter Corporate Loans of ' 109.63 Crore from
banks for an average tenor of 12 to 48 Months.

As far as repayment of term loan and inter
corporate loans are concerned, your Company
has repaid ' 41.84 Crore, 21% of total outstanding
term loans as of 31^st March, 2025.

Subsequent to closure of the reporting period
and up to the date of this report, the Company
has issued 4,000 fully paid, senior, secured,
rated, listed, redeemable, taxable non-convertible
debentures, each having a face value ' 1,00,000/-
(Indian Rupees One Lakh Only) in two tranches,
aggregating to ' 40,00,00,000/- . The said
securities are listed and admitted to dealings on
the BSE Debt segment w.e.f. April 7, 2025.

8. CAPITAL ADEQUACY RATIO

Your Company’s Capital Adequacy Ratio, as of 31^st
March, 2025, stood at 41.15% (Tier I Capital to Risk
Weighted Assets Ratio), which is well above the
regulatory requirement of 15% as prescribed by
the RBI for NBFCs.

9. PUBLIC DEPOSITS

Being a non-deposit taking Non-Banking Finance
Company, your Company has not accepted any
deposits from the public within the meaning
of the provisions of Non-Banking Financial
Companies Acceptance of Public Deposits
(Reserve Bank) Directions, 2016.

10. CREDIT RATING

Your Company’s financial discipline and
prudence are reflected in the strong credit
rating ascribed by CRISIL Ratings Limited.

11. LISTING OF EQUITY SHARES ON THE
PLATFORM OF NSE

During the financial year, the equity shares of the
Company were listed and admitted to dealings on
the platform of National Stock Exchange of India
Limited w.e.f. 16^th August, 2024, with a symbol of
“MANCREDIT”.

12. CHANGE IN THE NATURE OF BUSINESS

During the year, there was no change in the
nature of business of the Company.

13. POLICY ON APPOINTMENT AND
REMUNERATION OF DIRECTORS AND POLICY
ON DIRECTOR FAMILIARIZATION

Policy on Appointment and Remuneration of
Directors

On the recommendation of Nomination and
Remuneration Committee (NRC), the Board has
framed a Remuneration Policy. This policy, inter
alia, provides;

a) The criteria for determining qualifications,
positive attributes and independence of
directors; and

b) Policy on remuneration of directors, key
managerial personnel and other employees.

The policy is directed towards a compensation
philosophy and structure that will reward and
retain talent; and that will be determined by
considering short and long-term performance
objectives appropriate to the working of the
Company and its goals.

The Remuneration Policy of the Company is
available on the Company’s website under the
web link https://mangalfincorp.com/investerZone.
aspx

Familiarization programme for Independent
Directors

In compliance with the requirement of Regulation
25 of the SEBI Listing Regulations, the Company
has put in place a Familiarisation Programme
for the Independent Directors as well as Non¬
Executive Directors to familiarise them about
the Company’s operations and their roles, rights,
responsibilities in the Company.

On a quarterly basis detailed presentations are
made by Senior Management to provide an
overview of the operations, various products
offered by the company, financial performance,
fund raising strategies various risks/challenges
faced during the quarter, changes in IT
infrastructure landscape etc. as part of the
Board meetings. The suggestions received from
Directors are noted for implementation.

The details of the Familiarisation Programme
along with the number of hours spent by each of
the Independent Directors during the financial
year 2024-25 is explained in the Corporate
Governance Report. The same is also available on
the website of the Company under the web link
https://mangalfincorp.com/investerZone.aspx

14. DIRECTORSHIP AND KEY MANAGERIAL
PERSONNEL (KMP)

The Board of your Company comprised of
eminent persons with proven competence and
integrity. Besides the experience, strong financial
acumen, strategic astuteness and leadership
qualities, they have a significant degree of
commitment towards the Company and devote
adequate time to the meetings and preparations.
In terms of requirement of the SEBI Listing
Regulations the Board has identified core skills,
expertise and competencies of the Directors
in the context of the Company’s businesses for
effective functioning, which are detailed in the

Corporate Governance Report.

As on 31^st March 2025, the Board of Directors of
your Company comprises 8 (Eight) Directors of
which 1 (one) is Non-Executive Non Independent
Director, 4 (four) are Non-Executive Independent
Directors and 3 (three) are Executive Directors.
The Chairman is an Executive Director. The
Board composition is in compliance with
the requirements of the Act, the SEBI Listing
Regulations and the circulars / directions /
notifications issued by the RBI (“RBI Directions”).
Detailed composition of the Board of Directors
has been provided in the Corporate Governance
Report which is annexed to and forms an integral
part of this Board’s Report.

During the year under review, there was no
change in the composition of Board of Directors.

Retirement by Rotation of the Directors

In accordance with the provision of Section
152(6) of the Act, Mr. Meghraj Jain (DIN: 01311041)
designated as Chairman and Managing Director
of the Company shall retire by rotation at the
forthcoming Annual General Meeting and being
eligible, offers himself for re-appointment. The
Board recommends the same for the approval of
the shareholders.

The necessary resolution for re-appointment
of Mr. Meghraj Jain forms part of the Notice
convening the Annual General Meeting. The
profile and particulars of experience that qualify
Mr. Meghraj Jain for Board membership, are
disclosed in the Notice convening ensuing
Annual General Meeting.

Changes in Key Managerial Personnel

During the financial year, Mr. Chirag Parmar,
tendered his resignation from the position of
Company Secretary and Compliance Officer of
the Company, which was accepted by the Board.
His cessation was effective from the close of
business hours on 25^th March, 2025.

It is further informed that, subsequent to the
close of the reporting period, the Board has, after
due deliberation, re-appointed Mr. Chirag Parmar
as the Company Secretary and Compliance
Officer of the Company with effect from 7^th June,
2025.

15. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the declarations from
all the Independent Directors as per the Section
149(7) of the Act and Regulation 16(1)(b) of the SEBI
Listing Regulations and the Board is satisfied that
all the Independent Directors meet the criteria of
independence as mentioned in Section 149(6) of
the Act and Regulation 16(1)(b) of the SEBI Listing
Regulations.

Further, declaration on compliance with
Rule 6(3) of the Companies (Appointment
and Qualification of Directors) Rules, 2014,
as amended by Ministry of Corporate Affairs
(“MCA”) vide its Notification dated 22^nd October,
2019, regarding the requirement relating to
enrolment in the data bank created by MCA for
Independent Directors, had been received from
all Independent Directors.

16. DIRECTOR(S) DISCLOSURES

Based on the declarations and confirmations
received in terms of the provisions of the Act, the
SEBI Listing Regulations and the RBI Directions
none of the Directors on the Board of your
Company are disqualified from being appointed
as Directors.

A certificate from Vijay S. Tiwari & Associates,
Practicing Company Secretary, confirming
that none of the Directors on the Board of the
Company as on 31^st March, 2025 have been
debarred or disqualified from being appointed
or continuing as Director on the Board of the
Company by the Securities and Exchange Board
of India, the Ministry of Corporate Affairs or
any such statutory authority forms part of the
Corporate Governance Report which is annexed
to and forms an integral part of this Directors’
Report.

17. CODE OF CONDUCT

Your Company has formulated a code of conduct
for Board of Directors and Senior Managerial
Personnel. The Declaration duly signed by the
Chairman and Managing Director is given under
Corporate Governance Report as a separate
section in this Annual Report. The Code of
Conduct for Board of Directors and Senior
Management Personnel is also posted on the
website of the Company and can be access at
https://mangalfincorp.com/investerZone.aspx.

18. BOARD MEETINGS HELD DURING THE
FINANCIAL YEAR

The Board meets at regular intervals to discuss
and decide on the Company’s business strategy
and policy apart from other Board businesses.
The Board exhibits strong operational oversight
with regular presentations in quarterly meetings.
The Board meetings are pre-scheduled well in
advance to help them plan their schedule and
ensure meaningful participation in the meetings.
Only in case of special and urgent business, if
the need arises, the Board’s approval is taken
by passing resolutions through circulation as
permitted by law.

The agenda for the Board meetings includes
detailed notes on the items to be discussed
to enable the Directors to make an informed
decision. The Board of Directors of the Company
met 5 (five) times during the financial year
2024-25. The details of the Board meetings and
the attendance of the Directors are given in
Corporate Governance Report, which forms part
of this Annual Report.

The maximum interval between any two
meetings did not exceed 120 days.

19. COMMITTEES OF THE BOARD

The Board of Directors, in compliance with the
requirements of various laws applicable to the
Company and for operational convenience, has
constituted several committees of the Board
to deal with specific matters and has delegated
powers for different functional areas to different
committees.

The Board of Directors has constituted mandatory
and non-mandatory committees viz. Audit
Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Commit¬
tee, Internal Complaints Committee, Asset
Liability Management Committee, Risk
Management Committee, Investment Committee,
Corporate Social Responsibility Committee, and
Loans and Advance Committee.

Details of all the statutory committees such
as composition, terms of reference, number
of meeting(s) held and attended by respective
member(s) have been provided in the Corporate
Governance Report which is annexed to and
forms an integral part of this Annual Report.

20. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of sub-section (5)
of Section 134 of the Act, and to the best of
our knowledge and belief and according to the
information and explanations obtained by us, the
Directors hereby confirm that:

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

b) the directors 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 31^st March, 2025 and of the
profit of the Company for that year;

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

d) the directors have prepared the annual
accounts on a going concern basis;

e) the Directors had laid down internal financial
controls to be followed by the Company and
that such internal financial controls are
adequate and were operating effectively; and

f) the Directors had devised proper system to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating efficiently.

21. MANAGEMENT DISCUSSION AND ANALYSIS

The Management and Discussion and Analysis,
as required in terms of Regulation 34 of the SEBI
Listing Regulations forms part of this Annual
Report.

22. ANNUAL EVALUATION BY BOARD OF
DIRECTORS

In terms of the requirement of Schedule IV of
the Act and Regulation 25 of the SEBI Listing
Regulations, during the separate meeting of
Independent Directors, the performance of
the Non-Independent Directors including the

Chairman and the Board, was evaluated as a
collective entity.

The Board of Directors have carried out an
annual evaluation of its own performance, Board
Committees, and Individual Directors pursuant
to the provisions of the Act and the SEBI Listing
Regulations. The statement indicating the
manner in which the annual evaluation has been
carried out pursuant to SEBI Listing Regulations
and the Act is given in the Corporate Governance
Report, which forms integral part of this Annual
Report.

Based on inputs received from the members, it
emerged that the overall performance evaluation
of the Board, composition, and quality,
understanding the business including risks,
process and procedures, oversight of financial
reporting process including internal controls
and audit functions, ethics, compliances and
monitoring activities, have been found to be
reasonable good.

23. ANNUAL RETURN

Pursuant to Sections 92 and Section 134(3) of
the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 as
amended, the Annual Return is available at the
website of the Company at https://mangalfincorp.
com/investerZone.aspx

24. INTERNAL AUDITOR AND INTERNAL AUDIT
REPORT

Your Company has in place sophisticated internal
control structures proportionate to the size, scope
and complexity of operations of the Company.
Internal audits are conducted on a regular
basis to review and ensure that responsibilities
are duly carried out efficiently. It provides an
independent view to the Board of Directors, the
Audit Committee and the senior management
on the quality and impact of Internal Controls,
Internal Control systems and processes. Internal
auditor monitors and assesses the effectiveness
and adequacy of our Company’s internal control
mechanisms.

The Board and Audit Committee periodically
reviews the Internal Audit Reports and the
adequacy and effectiveness of the internal
controls. Significant audit observations, corrective
and preventive actions thereon are presented to
the Board and Committee on a quarterly basis.

In compliance of the Discretionary Requirements
stipulated under Regulation 27 (1) read with Part
E of Schedule II of the SEBI Listing Regulations,
Internal Auditor reports to the Audit Committee
before submitting to the Board of Directors.

25. INTERNAL FINANCIAL CONTROL SYSTEMS
AND THEIR ADEQUACY

The Company has in place adequate internal
financial controls with reference to financial
statements, commensurate with the size, scale,
nature and complexity of its operations and
regulatory requirements. A comprehensive review
of the internal financial controls of the Company
was undertaken during the year which covered
testing of Process, IT and Entity level controls
including review of key business processes for
updating Risk Control, Matrices, etc.

Moreover, the Company continuously upgrades
its systems and undertakes review of policies,
guidelines, manuals, and authority matrix. The
internal financial control is supplemented by
extensive internal audits, regular reviews by
the Management and standard policies and
guidelines to ensure reliability of financial and all
other records to prepare financial statements, its
reporting and other data. The Audit Committee
of the Board reviews internal audit reports given
along with management responses. The Audit
Committee also monitors the implemented
suggestions. The Company has, in all material
respects, adequate internal financial control
over financial reporting and such controls are
operating effectively.

26. STATUTORY AUDITORS & THEIR REPORT

During the 61^st Annual General Meeting of
the Company, M/s. Bhagwagar Dalal & Doshi,
Chartered Accountants, (FRN: 128093W) have
been appointed as the Statutory Auditors of the
Company for a period of 5 (five) years to hold
office from the conclusion of 61^st Annual General
Meeting till the conclusion of 66^th Annual General
Meeting of the Company on the remuneration
to be determined by the Board of Directors. The
Statutory Auditors have not been disqualified
in any manner from continuing as Statutory
Auditors.

Further to inform that, as the Company is falling
into NBFC Base layer category as a non-deposit
taking NBFC with asset size below ' 1,000/- Crore,
guidelines for appointment of Statutory Central
Auditors (SCAs)/Statutory Auditors (SAs) of

Commercial Banks (excluding RRBs), UCBs and
NBFCs (including HFCs) bearing reference no.DoS.
C0.ARG/SEC.01/08.91.001/2021-22 dated 27^th April,
2021 is not applicable to the Company, hence
the existing Statutory Auditor was appointed in
line with the extant procedure of the Companies
Act, 2013 and rules made thereunder (including
any statutory modification and re-enactment
thereof).

The financial statements of the Company
have been prepared in accordance with Indian
Accounting Standards (Ind AS) notified under
Section 133 of the Act. The notes on financial
statements referred to in the Auditors’ Report are
self-explanatory and do not call for any further
comments. The Auditors’ Report does not contain
any qualification, reservation, adverse remark, or
disclaimer.

27. REPORT ON CORPORATE GOVERNANCE

Your company complies with the provisions laid
down in Corporate Governance laws. It believes
in and practices good corporate governance.
The Company maintains transparency and also
enhances corporate accountability. In terms of
Regulation 34 of the SEBI Listing Regulations read
with Schedule V, Corporate Governance Report
for the year under review, including disclosures
are annexed herewith as Annexure A to this
Board’s Report.

A certificate from Vijay S. Tiwari & Associates,
Practicing Company Secretary, confirming
compliance with the conditions of Corporate
Governance as prescribed under the SEBI
Listing Regulations is annexed to the Corporate
Governance Report.

28. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of
the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, the Board of Directors of the Company has
appointed Vijay S. Tiwari & Associates, Practicing
Company Secretaries to conduct the Secretarial
Audit for the FY 2024-25.

The Secretarial Audit Report confirms that the
Company has complied with the provisions
of the Act, Rules, SEBI Listing Regulations and
Guidelines and that the report does not contain
any qualification. The Secretarial Audit Report

along with Annual Secretarial Compliance
Report obtained under Regulation 24A of the
SEBI Listing Regulations for the financial year
ended 31^st March, 2025 are annexed herewith as
Annexure B and Annexure C.

Further to inform that in compliance with
the provisions of Regulation 24A of the SEBI
Listing Regulations, the Board of Directors of the
Company has recommended to the members
for appointment of Vijay S. Tiwari & Associates,
Practicing Company Secretaries, as Secretarial
Auditor to conduct Secretarial Audit for a
consecutive period of 5 (five) years commencing
from FY 2025-26. The resolution along with
necessary details for appointment of Secretarial
Auditor form part of the notice of ensuing Annual
General Meeting.

29. COST AUDITORS

As your company is registered under the
provisions of Reserve Bank of India Act, 1934 as
Non-Banking Financial Company, maintenance
of cost records and requirement of cost audit
stipulated under the provisions of Section 148(1)
of the Act are not applicable in respect of the
business activities carried out by the Company.

30. SECRETARIAL STANDARDS

During the year under review, your Company
has duly complied with the applicable Secretarial
Standards issued by Institute of Company
Secretaries of India.

31. RBI DIRECTIONS AND GUIDANCE

The Company continues to comply with all
the applicable regulations/guidelines/directions
prescribed by the Reserve Bank of India (“RBI”),
from time to time.

32. AUCTIONS CONDUCTED

In terms of the requirements stipulated under
the Master Direction - Reserve Bank of India
(Non-Banking Financial Company - Scale Based
Regulation) Directions, 2023, particulars about
the gold loans auction conducted during the
financial year for the pledged gold ornaments
which have not been redeemed within the
tenure of the loan as specified under the terms
and conditions of the respective loan accounts,
are as follows;

33. RISK MANANGEMENT

The Risk Management Committee constituted
by the Board of Directors of the Company in
accordance with the applicable Reserve Bank
of India (RBI) regulations is entrusted with
the responsibility of framing, implementing,
and monitoring the Risk Management Plan
of the Company. The Committee ensures the
effectiveness of the risk management practices
by periodically evaluating the adequacy of
risk control measures and recommending
improvements wherever necessary.

The Company remains committed to maintaining
a robust risk management culture to safeguard
the interests of its stakeholders and support
sustainable business growth. The Committee
considers the risks that impact the mid-term to
the long-term objectives of the business, including
those reputational in nature. The Audit Committee
has additional oversight in the area of financial
risks and controls. The Risk Management Policy
is available on the website of the Company at
https://mangalfincorp.com/investerZone.aspx

34. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Your Company being an NBFC registered with the
RBI and engaged in the business of giving loans
in the ordinary course of its business, is exempt
from complying with the provisions of section
186 of the Act with respect to loans. Accordingly,
the disclosures of the loans given as required
under the aforesaid section have not been made
in this Board’s Report.

Particulars of loans and investments outstanding
during the financial year are furnished in notes
to the financial statements of the Company.

35. RELATED PARTY TRANSACTIONS

In terms of the provisions of the Act, SEBI Listing
Regulations and the directions issued by RBI, from
time to time, your company has in place “Policy
on Materiality of Related Party Transactions” and
same can be access on the Company’s website
at its weblink i.e. https://mangalfincorp.com/
investerZone.aspx

During the financial year, all the related party
transactions were entered at arm’s length basis
and in the ordinary course of business, the
particulars of such transactions are disclosed
in the notes to the financial statements. All
the related party transactions are presented
to the Audit Committee for prior approval. A
statement of all related party transactions is
presented before Audit Committee on quarterly
basis, specifying the nature, value and terms and
conditions of the transactions.

During the year under review, your Company had
not entered into any related party transactions
covered within the purview of Section 188(1) of
the Act, and accordingly, the requirement of
disclosure of related party transactions in terms
of Section 134(3)(h) of the Act in Form AOC - 2 is
not applicable to the Company.

36. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY

There are no material changes and commitments,
have been occurred, affecting the financial
position of the Company subsequent to the close
of the FY 2024-25 till the date of this report.

37. DISCLOSURE AS PER RULE 5 OF THE COMPA¬
NIES (APPOINTMENT AND REMUNERATION
OF MANAGERIAL PERSONNEL) RULES, 2014

Disclosures with respect to the remuneration
of Directors, KMPs and employees as required
under section 197(12) of the Act read with Rule
5(1) and (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 are given in Annexure D to this Report.

38. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION

Your Company being an NBFC and engaged in
the financial services 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.

39. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, your Company
did not have any foreign exchange earnings and
foreign currency expenditure.

40. WHISTLE BLOWER POLICY / VIGIL
MECHANISM

In terms of Section 177(9) and Section 177(10) of the
Act and the SEBI Listing Regulations, the Board of
Directors have adopted a Whistle Blower Policy/
Vigil Mechanism inter alia to provide formal
mechanism to the Directors and employees of
the Company to report their concerns to the
Audit Committee of the Company and provide
adequate safeguards against victimization of
Director(s) or employee(s) who report genuine
concerns under the mechanism.

Details of the Whistle Blower Policy/Vigil
Mechanism have been provided in the Corporate
Governance Report and is available on the website
of the Company at https://mangalfincorp.com/
investerZone.aspx.

41. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct
for Prevention of Insider Trading with a view to
regulate trading in securities by the Designated
Persons of the Company. To further strengthen
compliance, the Company has implemented
a secure software-based Structural Digital
Database (SDD) system. This SDD is maintained
internally and contains detailed records of all
instances where UPSI has been shared, including
the nature of information, the identity of persons
with whom the information is shared, and their
Permanent Account Numbers (PAN) or other
identifiers as required.

The Code requires pre-clearance for dealing
in the Company’s securities and prohibits the
purchase or sale of Company securities by
the Designated Persons while in possession
of unpublished price sensitive information in
relation to the Company and during the period
when the trading window is closed. The Board is
responsible for implementation of the Code. The
Code is available on the website of the company
at https://mangalfincorp.com/investerZone.aspx

42. EMPLOYEE STOCK OPTION PLANS (ESOPs)

During the financial year 2024-25, your Company
has not offered any Employee Stock Options
scheme to Employees. Hence, the disclosures with
respect to ESOPs under the relevant provisions
of the Act and SEBI Listing regulations are not
applicable to the Company.

43. CORPORATE SOCIAL RESPONSIBILITY
POLICY

In light of your Company’s philosophy of being
a responsible corporate citizen, the Board of
Directors adopted a ‘CSR Policy’ lays down the
principles and mechanism for undertaking
various projects / programs as part of Company’s
CSR activities. In terms of the CSR Policy,
Company’s CSR activities are focused in the
fields of education, women empowerment,
environment, sanitation & water, healthcare and
humanitarian relief.

Details of the composition of the CSR Committee
and the CSR Policy have been provided in the
Corporate Governance Report which is annexed to
and forms an integral part of this Board’s Report.
The Policy is available on Company’s Website at
https://mangalfincorp.com/investerZone.aspx.

Disclosures in terms of Section 134(3) (o) and
Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules,
2014, with respect to CSR activities undertaken
by the Company during the year under review
have been provided at Annexure E to this Board’s
Report.

44. DETAILS AND STATUS OF ACQUISITION,
MERGER & MODERNIZATION &
DIVERSIFICATION

During the financial year 2024-25, no Acquisition,
Merger, Modernization and Diversification have
taken place in your Company.

45. INVESTORS EDUCATION AND PROTECTION
FUND

In accordance with the provisions of the Section
124 of the Act read with Investor Education
Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, as amended
(“IEPF Rules”), Companies retains dividends, for
seven years with them for payment to investors
and after expiry of seven years, transfer the said
amount to IEPF along with all shares in respect

of which dividend has not been paid or claimed
for seven consecutive years or more.

In accordance with the said IEPF Rules and any
amendments thereto, the Company had sent
notices to all the Members whose shares were
due to be transferred to the IEPF Authority
and simultaneously published newspaper
advertisement. In terms of the provisions of
IEPF Rules, ' 2,44,706.98 of unpaid/unclaimed
dividends and 2,93,480 shares were transferred
during the financial year 2024-25 to the Investor
Education and Protection Fund.

46. FRAUD REPORTING

During the year under review, neither the
Statutory Auditors nor the Secretarial Auditor
has reported to the Audit Committee under
Section 143 (12) of the Act, any instances of fraud
committed against the Company by its officers
or employees, the details of which needs to be
mentioned in the Board’s Report.

47. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS

During the year under review there were
no significant material orders passed by
the Regulators/ Courts/ Tribunals against the
Company which would impact the going concern
status or its future operations.

48. HUMAN RESOURCES

The Company firmly believes that employees are
its greatest asset and foundation of operations
is human capital. The focus of the Human
Resources (HR) strategy is to enable the growth
of the Company through talent fulfilment for
growth areas, capability building in emerging
technologies and building internal talent pipeline.
The Company strives to create a conducive
environment for growth and development of
employees. Training & Development initiatives
are being taken for employees from time to time.

Further, in alignment with the principle of
diversity, equity, and inclusion (DEI), the Company
discloses below the gender composition of its
workforce as on the 31^st March, 2025;

• Male Employee: 93

• Female Employees: 31

• Transgender Employees: 0

49. PREVENTION OF SEXUAL HARASSMENT OF
WOMAN AT WORKPLACE (PREVENTION ,
PROHIBITION AND REDRESSAL) ACT, 2013
AND DISCLOSURES:

The Company has zero tolerance towards sexual
harassment at the workplace and has adopted a
‘Policy for prevention of Sexual Harassment

at workplace’ to prohibit, prevent or deter any
acts of sexual harassment at workplace and
to provide the procedure for the redressal of
complaints pertaining to sexual harassment in
line with the provisions of Sexual Harassment
of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013 and the rules thereunder
(“POSH Act”). The Company has complied with
the provisions relating to the constitution of the
Internal Committee under the POSH Act. The
composition of IC is in accordance with POSH
Act.

The following is a summary of Sexual Harassment
complaint (s) received and disposed off during
FY 2024-25, pursuant to the Sexual Harassment
of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 and Rules
framed thereunder:

• Number of complaints of sexual
harassment received: Nil

• Number of complaints disposed off: Nil

• Number of cases pending for more than
Ninety days: NA

The Company is committed to provide conducive
environment in which all individuals are treated
with respect and dignity. The Company ensures
that the necessary programs conducted from
time to time to promote a safe and respectful
work environment for all the employees.

50. COMPLIANCES UNDER THE MATERNITY
BENEFIT ACT, 1961

The Company has complied with the applicable
provisions of the Maternity Benefit Act, 1961.
All woman employees have been extended
the benefits as prescribed under the Act. The
Company remains committed to creating a
supportive and inclusive work environment
for women. Adequate internal mechanisms are
in place to facilitate a smooth transition for
employees availing maternity benefits, and to
ensure their well-being during and after the
maternity period.

51. BUSINESS RESPONSIBILITY AND SUSTAIN¬
ABILITY REPORT

As your Company is not falling under top 1,000
listed entities, a Business Responsibility and
Sustainability Report on the Environmental,
Social and Governance is not applicable to the
Company in accordance with the provisions of
Regulation 34 of the SEBI Listing Regulations.

52. OTHER STATUTORY DISCLOSURES

• The financial statements of the Company are
placed on the Company’s website at www.
mangalfincorp.com.

• The securities of the Company were not
suspended from trading during the year on
account of corporate actions or otherwise.

• The Company has not defaulted in
repayment of loans from banks and financial
institutions.

• There were no delays or defaults in payment
of interest/principle in respect of any
borrowings including debt securities.

• Neither any application was made, nor is any
proceeding pending under the Insolvency
and Bankruptcy Code, 2016 against the
Company.

• During FY 2024-25, there was no instance
of one-time settlement with Banks or
Financial Institutions. Therefore, as per rule
5(xii) of Companies (Accounts) Rules, 2014,
reasons of difference in the valuation at the
time of one-time settlement and valuation
done while taking loan from the Banks or
Financial Institutions are not reported.

• Disclosures pursuant to RBI Master
Directions, unless provided in the Directors’
Report, form part of the notes to the
standalone financial statements.

• The Company has not issued any Sweat
equity shares or equity shares with
differential voting rights during FY 2024-25.

• As the Company does not fall under the list
of top 1,000 listed entities, the requirement
of obtaining D&O insurance is presently not
applicable to the Company.

• In accordance with the provisions contained
in Section 136 of the Act and Regulation
34 of SEBI Listing Regulations, the Annual
Report of the Company, containing Notice
of the Annual General Meeting, Financial
Statements, Cash Flow Statement, Report of
the Auditor’s, Directors’ Report, Corporate
Governance Report thereon are available
on the website of the Company at www.
mangalfincorp.com

53. ACKNOWLEDGEMENT

The Directors take this opportunity to express
their appreciation to all stakeholders of the
Company including the Reserve Bank of India,
the Ministry of Corporate Affairs, the Securities
and Exchange Board of India, the Government
of India and other Regulatory Authorities,
the Depositories, BSE Limited, National Stock
Exchange of India Limited, Bankers, Financial
Institutions, Members, and Customers of the
Company for their continued support and
trust. The Board further places on record its
appreciation for the dedicated services rendered
by the employees of the Company.