Your Directors have great pleasure in presenting the Thirtieth (30th) Annual Report together with the Audited Accounts of the
company for the year ended 31st March, 2024.

1. FINANCIAL HIGHLIGHTS: (Amount in INR'000)

2. OPERATIONAL REVIEW:

Your Company has earned income from operations of Rs.9,364.67 (in”000”) during the current year as compared to
Rs.6,035.14 (in”000”) earned in the previous year. During the year under review, the company has earned Profit after
Tax of Rs.2,987.61 (in”000”) as compared to Profit after Tax of Rs.1,006.80 (in”000”) in immediately preceding financial
year.

3. DIVIDEND:

Your Directors have not recommended any dividend for the year ended 31st March, 2024, in order to plough back the
profits for future growth and development of the Company.

4. TRANSFER TO RESERVES:

During the year under review, the company has transferred an amount of Rs.598.00 (in”000”) to the Statutory Reserve
pursuant to Section 45-IC of RBI Act, 1934.

5. CHANGES IN NATURE OF BUSINESS:

No significant change has been made in the nature of the business of the company during the financial year 2023-2024.

6. SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital as at 31st March, 2024 is Rs.501.00 lakhs divided into 5,010,000 Equity Shares,
having face value of Rs.10/- each fully paid up. During the year under review, the Company has not issued any shares
with differential voting rights nor granted any stock neither options nor sweat equity.

7. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92 of the Act read with the applicable Rules, the Annual Return for the year ended 31st March, 2024
can be accessed on the Company's website at http://mudrafinancial.in/.

8. SUSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company.

9. PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read
with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

10. PARTICULARS OF LOANS, GUARANTEES/SECURITIES OR INVESTMENTS:

There were no guarantees or securities given by the Company under Section 186 of the Companies Act, 2013 during the
year under review. The details of the loans given and investments made by the Company have been disclosed in the
notes to the financial statements.

11. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility
Policy) Rules 2014, were not applicable to the Company for the financial year ended 31st March, 2024.

12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. BOARD OF DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the
Company, Mr. Atul Jain, Director (DIN:00096052) retires by rotation and being eligible offers himself for re-appointment.

B. KEY MANAGERIAL PERSONNEL:

There were no changes in the composition of Key Managerial Personnel during the year under review.

14. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

During the year under review, all the Independent Directors have submitted their Declaration of Independence, as required
pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence provided
under Section 149(6) of the Act and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

STATEMENT ON INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors regarding their Integrity, Expertise and
Experience.

15. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information and explanations obtained, Directors make the
following statement in terms of Section 134(5) of the Companies Act, 2013:

(a) in the preparation of the Annual Accounts for the financial year ended 31st March, 2024, the applicable accounting
standards had been followed along with proper explanation relating to material departures, if any;

(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 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;

(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 systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

16. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the company has implemented a system of evaluating performance of the Board of
Directors and of its Committees and individual directors on the basis of evaluation criteria suggested by the Nomination
and Remuneration Committee and the SEBI (LODR) Regulations, 2015. Accordingly, the Board has carried out an
evaluation of its performance after taking into consideration various performance related aspects of the Board’s functioning,
composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration,
obligations and governance. The performance evaluation of the Board as a whole was carried out by the Independent
Directors in their meeting held on 28th April, 2023.

Similarly, the performance of various committees, individual Independent Directors was evaluated by the entire Board of
Directors (excluding the Director being evaluated) on various parameters like engagement, analysis, decision making,
communication and interest of stakeholders.

The Directors expressed their satisfaction with the evaluation process.

17. MEETINGS OF BOARD OF DIRECTORS OF THE COMPANY:

During the year under review, 5 (Five) Board Meetings were convened and held on 28th April, 2023, 18th July, 2023, 7th
November, 2023, 29th January, 2024, 15th February, 2024. The maximum interval between any two meetings did not
exceed 120 days as prescribed in the Companies Act, 2013. The details of these are as follows:

18. AUDIT COMMITTEE:

In accordance with the provisions contained in Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and in consonance with the provisions of Section 177 of the Companies Act, 2013, the Board of
Directors had constituted an Audit Committee comprising of 3(Three) Directors.

The Committee acts as a link between the Management, the Statutory Auditors and the Board of Directors of the Company.
The Committee focuses its attention on monitoring the financial reporting system within the Company, considering Quarterly
& Annual Financial Results of the Company and submitting its observations to the Board of Directors before it is adopted
by the Board, review of internal audit report, internal control system, audit methodology and process, major accounting
policies and practice, compliance with accounting standards. The committee also reviews the legal compliance reporting
system.

The Audit Committee meetings were convened and held on 28th April, 2023, 18th July, 2023, 7th November, 2023 and
29th January, 2024 and all the members of the Audit Committee were present in all the meetings.

The particulars of Members of Audit Committee and their attendance at the Meetings are as under:

19. NOMINATION AND REMUNERATION COMMITTEE (“NRC”) :

The Company has a ‘Nomination and Remuneration Committee’ in order to align it with the provisions of Section 178 of
the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

The Company has a policy in place which lays down a framework in relation to remuneration of Directors, Key Managerial
Personnel and Senior Management of the Company. The policy lays down the criteria determining qualifications, positive
attributes, independence of a director and other matters pursuant to the provisions of sub-section (3) of Section 178 of
the Companies Act, 2013. The policy is posted on the website of the Company https://www.mudrafinancial.in/.

The particulars of the members of NRC and their attendance at the meeting are as under:

The NRC meeting was convened and held on 28th April, 2023 and 29th January, 2024.

20. STAKEHOLDERS RELATIONSHIP COMMITTEE (“SRC”):

The particulars of members of Stakeholders Relationship Committee and their attendance at the meetings are as under:

The SRC meetings were convened and held on 28th April, 2023, 18th July, 2023, 7th November, 2023 and 29th January,
2024.

The details of the Complaints received during the year under review are as follows:

There were no complaints pending for action as on 31st March, 2024.

21. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, pursuant to Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Independent Directors of the Company met on 28th April, 2023 inter-alia to discuss:

1. Evaluation of performance of Non-Independent Directors and Board of Directors of the Company as a whole;

2. Evaluation of performance of the Chairman of the Company, taking into account the views of Executive and Non-Executive
Directors; and

3. Assess the quality, quantity and timeliness of flow of information between the management of the listed company and the
Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.

22. REMUNERATION AND SITTING FEES :

The details of remuneration and sitting fees paid are as follows:

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company
has in place a Vigil Mechanism/Whistle Blower policy to report genuine concerns, grievances, frauds and mismanagements,
if any. The Vigil Mechanism/Whistle Blower policy is posted on the website of the Company https://www.mudrafinancial.in.

24. RELATED PARTY TRANSACTIONS:

All the related party transactions entered into by the company pursuant to the provisions of Section 188 of the Companies
Act, 2013 and the rules made thereunder were in the ordinary course of business and at arm’s length basis. Further,
there are no materially significant related party transactions made by the Company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict with the interest of the Company at large.

25. DEPOSITORY SERVICES:

The Company’s Equity Shares have been admitted to the depository mechanism of both the depositories i.e. National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited. As a result the investors have an
option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has
been allotted ISIN No. INE967S01014.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants
[DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

26. CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and
highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct
for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing
with ethical issues and also foster a culture of accountability and integrity.

All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

27. AUDITORS:

A. STATUTORY AUDITORS AND THEIR REPORT:

The Company has obtained written confirmation from M/s. Sampat& Mehta, Chartered Accountants, (Firm Registration
No. 109031W) that their appointment continues to be in conformity with the conditions specified in Section 139 of the
Companies Act, 2013, and hence they continue to hold office until the conclusion of the 33rd Annual General
Meeting.

The Auditors’ Report on the financial statements of the Company for the financial year ended 31st March, 2024 is
unmodified i.e. it does not contain any qualification, reservation or adverse remark and therefore do not call for any
further comments. The Auditors’ Report is enclosed with the financial statements forming part of the annual report.

B. SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Company
had appointed Mr. Anirudh Kumar Tanvar (Membership No. A23145) as Secretarial Auditor of the Company for the
Financial Year 2023-2024 in compliance with the applicable provisions of the Companies Act, 2013.

As required under Section 204(1) of the Companies Act, 2013, the Company has obtained a Secretarial Audit
Report and the observations given by the Auditor are self-explanatory and do not call for any further comments from
the directors of the company.

The Secretarial Audit report in the prescribed Form MR-3 is annexed herewith as Annexure ‘A’ and forms an integral
part of this report.

28. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in house Internal Control System, commensurate with the size, scale and complexity of its operations.
The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficiency and adequacy of internal control system in the
Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the internal audit function, the company undertakes corrective action in their respective areas and thereby
strengthens the control system. Significant audit observations and recommendations along with the corrective actions
thereon are presented to the Audit Committee of the Board.

29. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report is attached as
Annexure ‘B’ and forms an integral part of this report.

30. CORPORATE GOVERNANCE:

Pursuant to Schedule V of the SEBI (LODR) Regulations, 2015 a Corporate Governance Report is required to be
attached to the Directors Report; however, the same is not applicable to the company.

31. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

Information under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules,
2014:

A. Conservation of Energy : Not Applicable

B. Technology Absorption : Not Applicable

C. Foreign Exchange Earnings and Outgo :

Foreign Exchange Earned : Nil

Foreign Exchange Outgo : Nil

32. POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace.
Appropriate reporting mechanisms are in place for ensuring protection against Sexual Harassment and the right to work
with dignity. During the year under review, the Company has not received any complaint in this regard.

Further, the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 were not applicable to the company during the
review period.

33. PARTICULARS OF EMPLOYEES:

The requisite details in respect of employees of the Company required pursuant to Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is annexed as “Annexure C” and forms an integral part of this
report.

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act, and the Rules
framed thereunder is enclosed as “Annexure D” to the Board’s Report.

34. LISTING:

The equity shares of the company are listed on BSE Limited.

35. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The company has in place adequate, internal financial controls commensurate with the size, scale and complexity of its
operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business,
the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records and the timely preparation of reliable financial information. The company has adopted accounting
policies, which are in line with the accounting standards and the Companies Act, 2013.

36. REPORTING OF FRAUDS:

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act & Rules
framed thereunder either to the Company or to the Central Government.

37. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

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

38. SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards
issued by The Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

39. RISK MANAGEMENT POLICY:

According to the Directors of the Company, elements of risk that could threaten the existence of the Company are very
minimal. Hence, no separate risk management policy is formulated by the Company.

40. SAFETY, ENVIRONMENT CONTROL AND PROTECTION:

The Company is aware of the importance of environmentally clean and safe operations. The Company's policy requires
conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations
and preservation of natural resources.

41. DISCLOSURE ON MAINTENANCE OF COST RECORDS:

Maintenance of Cost Records as specified by the Central Government under sub-section (1) of section 148 of the
Companies Act, 2013, is not applicable to the company.

42. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the
independence of the Board, and separate its functions of governance and management. As of 31st March, 2024 the
Board had 4 members, 1 (One) Executive Director, 1 (One) Non-Executive Director and 2 (Two) Independent Directors,
1(One) of the Independent Directors of the Board is a Woman Director. The policy of the Company on Directors’ appointment
and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and
other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website,
at http://mudrafinancial.in/.W3 affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination
and Remuneration Policy of the Company.

43. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE,
2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company
under the Insolvency Bankruptcy Code, 2016.

44. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE
AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

The company has not availed loan from banks and financial institutions. Hence, the clause relating to one time settlement
of loans from banks and financial institutions is not applicable.

45. APPRECIATION:

Your Directors would like to express their sincere appreciation to the company’s Shareholders, Vendors and Stakeholders
including Banks, other business associates, who have extended their valuable sustained support and encouragement
during the year under review. Your Directors also wish to place on record their appreciation for impressive growth achieved
through the competence, hard work, solidarity, cooperation and support of employees at all levels.

Registered Office: For and on behalf of the Board of Directors

3rd Floor, Vaastu Darshan, “B” Wing,

Azad Road, Andheri (East), For Mudra Financial Services Limited

Mumbai - 400 069

Place: Mumbai ^{Sd/- Sd/-}

D_at_e: 24th M_ay, 2024 Atul Jain Dipen Maheshwari

Director Managing Director

DIN:00096052 DIN:03148904