The Directors of your Company are pleased to present the 31st Annual Report of Moneyboxx Finance Limited on the business and
operations of your Company along with the Audited Financial Statements of the Company for the Financial Year ended 31st March 2025.
(“Financial Year under review”)

financial highlights

The summary of Company's financial performance for FY 2025 as compared to the FY 2024 is given below: -

Indian accounting standards (ind-as)

The financial statements for the financial year ended 31st March
2025, forming part of this Annual Report, have been prepared in
accordance with the provisions of Companies (Indian Accounting
Standard) Rules, 2015 (‘Ind AS') in terms of Section 133 of the
Companies Act, 2013 (‘the Act') and other relevant provisions of
the Master Direction-Reserve Bank of India (Non-Banking Financial
Company - Scale Based Regulations) Directions, 2023 (‘RBI Scale
Based Regulations'), as amended from time to time.

performance highlights of FY 2025

The total income for the financial year under review stood at
'19,922.69 lakhs, reflecting a robust growth of 55.69% compared
to '12,796.39 lakhs in the previous year.

The Assets Under Management (AUM) of the Company stood at
'927 Crore as on March 3 1, 2025, as compared to '730 Crore
representing growth of 27% as compared to March 31,2024. The

Company net profit declined to '1.25 Crore in FY'25 from '9.14
Crore in FY'24 due to increase in credit cost in current financial year.

During the year under review, the Company has disbursed loans
of '595 Crore as against '665 Crore during the previous year. The
Company expanded its operations to 163 branches across 12 states
as of March' 25 compared to 100 branches in 8 states in last year.
Geographic and product diversification further improved during
the financial year with entry into the states of Andhra Pradesh,
Karnataka, Telangana, and Tamil Nadu, and an increased share of
secured lending which grew from 24% of AUM at FY'24-end to
42% at FY'25-end.

fund raised during 2024-25

During the financial year, the Company significantly strengthened
and diversified its funding base by onboarding 9 new lenders this
year, bringing the total to 33 as of March 31,2025. These additions
include prominent banks and NBFCs such as RBL Bank, Nabkisan
Finance Limited, Suryoday Small Finance Bank, Indian Overseas

Bank, Poonawalla Fincorp, Shriram Finance, Bajaj Finance Limited,
AK Capital, and inCred, This expanded lender network, coupled
with resource mobilization through securitization transactions and
the issuance of Non-Convertible Debentures (NCDs), enabled
the Company to enhance funding diversity and reduce its overall
borrowing costs.The cost of incremental borrowing stood at 12.3%
during FY25, indicating improved funding efficiency.

As on March 31,2025, the Company is backed by a strong network
of 33 lenders, including 12 leading banks, underscoring its growing
credibility and trust within the financial ecosystem.

in FY25, the Company raised a total of '494 crore (including NCDs),
in line with its business growth trajectory. Out of this, '185 crore
was mobilized through the issue and allotment of NCDs during
the year,

The continued support from existing lenders and the onboarding
of new partners reaffirm the lenders' confidence in the Company's
Management's capability to deliver sustained performance,

non-convertible debentures

During the financial year ended March 31, 2025, the Company
successfully raised '185 crore through the issuance and allotment
of Non-Convertible Debentures (NCDs) by private placement. The
Company ensured full compliance with the applicable provisions
of the RBI Master Directions and SEBI (Issue and Listing of Non¬
Convertible Securities) Regulations, 2021 governing such issuances,

The Company has consistently met its financial obligations by paying
interest and redeeming principal amounts on Non-Convertible
Debentures (NCDs) as per the respective term sheets, without
any delays or defaults, in accordance with the Ministry of Corporate
Affairs (MCA) Notification dated August 16, 2019, the Company
is not required to maintain a Debenture Redemption Reserve for
privately placed NCDs.

The Company maintains sufficient liquidity buffer to fulfil its
obligations arising out of issue of debentures, The Company being
an NBFC, is exempt from transferring any amount to debenture
redemption reserve in respect of privately placed or public issue
of debentures, as per the provisions of the Companies Act, 2013
and relevant rules framed thereunder, in respect of secured
listed non-convertible debt securities, the Company maintains
100% security cover or higher security cover as per the terms
of information Memorandum, General information Document
(“GID”), Key information Document (“KID”), as the case may be
and/or Debenture Trust Deed, sufficient to discharge the liability
towards principal amount and interest thereon,

capital adequacy

As of March 31,2025, the Company reported a Capital Adequacy
Ratio (CAR) of 29.25%, significantly exceeding the Reserve Bank of
India's minimum regulatory requirement of 15%. This reflects the
Company's strong capital position and prudent financial management.

dividend

in line with its strategy to preserve resources and strengthen its
financial position, the Board of Directors did not recommend any
dividend for the financial year under review.

transfer of unclaimed dividend and
shares to investor education and
protection fund

Since no dividend has been declared over the past seven years,
including the year under review, there is no requirement to transfer
any amount to the IEPF for the current financial year.

appropriations

As required u/s 45-IC (1) of Reserve Bank of India (‘RBI') Act, 1934,
non-banking financial companies (‘NBFCs') are required to transfer
a sum not less than 20% of its net profit every year to reserve fund
before declaration of any dividend, Accordingly, the Company has
transferred a sum of '24.98 lakhs to its reserve fund.

share capital

The Authorised Share Capital of your Company stood at
'40,00,00,000/- (Rupees Forty Crore Only) (4,00,00,000 equity
shares of '10/- each) and the Issued, Subscribed and Paid-up Equity
Share Capital of the Company stood at '32,65,09,000 (Rupees
Thirty-Two Crore Sixty-Five Lakh & Nine Thousand only) divided
into 3,26,50,900 Equity shares of '10/- each as on March 31,2025.

During the year under review, the Company issued and allotted
equity shares through both preferential allotment and under its
Employee Stock Option Plan (ESOP).

The details of changes in the equity share capital during the year
are as follows;

- Allotment of Equity Shares under Employee Stock
Option Plan of the Company on May 03, 2024

The Company has issued and allotted 66,475 equity shares
under Employee Stock Option Plan of the Company, as a result
paid-up share capital of the Company has been increased from
'30,49,16,360 divided into 3,04,91,636 equity shares of ' 10/-
each to '30,55,81,110 divided into 3,05,58,111 equity shares
of ' 10/- each.

- Funds raised through Preferential Issue on September
13, 2024:

The Company has issued and allotted 20,79,589 equity shares
as a result of which, the Paid-up share capital of the Company
increased from '30,55,81,110 divided into 3,05,58,111 equity
shares of '10/- each to '32,63,77,000 divided into 3,26,37,700
equity shares of ' 10/- each.

- Allotment of Equity Shares under Employee Stock
Option Plan of the Company on January 30, 2025

The Company has issued and allotted 13,200 Equity Shares
under Employee Stock Option Plan of the Company as a
result paid-up share capital of the Company increased from
'32,63,77,000 divided into 3,26,37,700 equity shares of ' 10/-
each to '32,65,09,000 divided into 3,26,50,900 equity shares
of ' 10/- each.

listing on stock exchange

The Equity Shares of the Company are listed on the BSE Limited.
The annual listing fee as applicable for the financial year 2024-25 has
been paid within the prescribed time to BSE, where the securities
of the Company are listed. Further, the Company has paid Annual
Listing Fee to the above Stock Exchange for the financial year 2025¬
26 in advance, as required under Listing Regulations.

Pursuant to the approval of the Board of Directors, the Company
has filed an application with the National Stock Exchange of
India Limited (NSE) for the listing of its equity shares. The listing
application is under process. The Company is actively engaged in
fulfilling the necessary regulatory and procedural requirements to
facilitate the approval.

change in the nature of business

There were no changes in the nature of Company’s business or
operations during the financial year under review.

regulatory compliances

Reserve Bank of India (“RBI”) notified Scale Based regulations
(“SBR ”) on 22nd October 2021. RBI has categorised MoneyBoxx
Finance Limited as NBFC-Base Layer as on March 31, 2025. The
Company has always endeavoured to maintain the highest standards
of compliance within the organisation and shall continue to do
so going ahead. The Company continues to comply with all the
applicable laws, regulations, guidelines etc. prescribed by the RBI,
from time to time.

The Board of Directors have framed various policies as applicable
to the Company under the said regulations. Further, the Board
periodically reviews the policies and approves amendments as and
when necessary.

state of company’s affairs

The state of the Company’s affairs has been duly presented in the
Management and Discussion Analysis Report forming part of the
Integrated Annual Report.

material changes and commitment, if
any affecting the financial position

No specific material changes and commitments affecting the financial
position of your Company have occurred between the end of the
financial year under review and the date of this Report.

corporate social responsibility

As per section 135 of the Companies Act, 2013, every company
having net worth of rupees five hundred crore or more, or turnover
of rupees one thousand crore or more or a net profit of rupees

five crore or more during the immediately preceding financial year
shall constitute a Corporate Social Responsibility Committee.With
respect to the same, the Company has duly constituted the CSR
Committee in FY 2025 comprising two Executive Directors and
one Independent Director.

Further, the details with respect to composition of the CSR
Committee, terms of reference of the committee and the details
of meetings attended by the Committee members are provided in
the ‘Corporate Governance Report’ that forms part of this Annual
Report. Further, during the year under review, the Company was
not required to spend any amount on the CSR activities as per
section 135 of the Companies Act, 2013.

The Company has detailed CSR policy in place which is available
on the website of the company at www.moneyboxxfinance.com

subsidiaries, associates and joint
venture

MONEYBOXX FOUNDATION

Moneyboxx Foundation, a wholly owned subsidiary of Moneyboxx
Finance Limited, was incorporated on May 25, 2023, under Section
8 of the Companies Act as a non-profit organization. It serves as the
dedicated implementation arm for the Company’s Corporate Social
Responsibility (CSR) initiatives. The formation of the Foundation
reflects the Company's long-term commitment to structured and
impactful social development.

Whereas the Foundation is currently in the process of meeting
the necessary eligibility criteria as prescribed under applicable
laws and regulations, it is poised to play a pivotal role in planning,
managing, and monitoring CSR activities in alignment with the
Company’s values and statutory obligations.This will ensure greater
transparency, accountability, and effectiveness in delivering social
value. A report on the performance and financials of Moneyboxx
Foundation is provided in Form AOC-1, attached as Annexure A to
this Annual Report.

The financial statements of the subsidiary company are also available
in a downloadable format under the ‘Investor Relations’ section
on the Company’s website at https://moneyboxxfinance.com/files/
disclosures-under-regulation-46/1755867565.pdf.

The Company has no associates joint venture companies within
the meaning of Section 2(6) of the Companies Act, 2013 (“Act”).

credit rating

The credit rating of the securities/ instruments/ loans, credit
facilities and other borrowings of the Company as on March 31,
2025, was as follows:

directors and kmp

Changes during the year under review in the Directors and KMP Category:

As on March 31,2025, the Company has seven directors comprising three independent Directors, including one Woman Director in terms
of SEBI Listing Regulations, two non-executive directors and two Executive Directors with an optimum combination of Executive and Non¬
Executive Directors. The details are as follows:

*Mr. Shantanu Pendsey (DIN: 10860833) has been appointed as a Non-Executive, Independent Director on the Board of the Company for a tenure of three
years effective from December 20, 2024, as approved by the members of the Company by a Special Resolution passed by way of postal ballot dated 16^th
March 2025.

Pursuant to the provisions of Section 149 of the Act, the Independent
Directors have submitted declarations that each of them meets the
criteria of independence as provided in Section 149(6) and 149(7)
of the Act along with Rules framed thereunder and Regulation 16(1)
(b) of the SEBI Listing Regulations. There has been no change in the
circumstances affecting their status as independent.

During the year under review, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions with the
Company, other than receipt of sitting fees and reimbursement of
expenses, if any as per the terms of appointment.

Your Board wishes to place on record, its sincere appreciation for
the contributions made by these Directors on the Board and on
various Committees of the Board.

Directors of the Company:

In terms of section 150 of the Act read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules,
2014, Independent Directors of the Company have confirmed that
they have registered with the databank maintained by the Indian
institute of Corporate Affairs.

In terms of Rule 8(5) of Companies (Accounts) Rules, 2014, the
Board is of the opinion that independent directors are persons
of integrity, expertise, and proficiency to serve the Company as
independent directors strengthening the overall composition of
the Board.

Fit and Proper and Non-Disqualification Declaration by
Directors:

All the Directors of the Company have confirmed that they satisfy
the ‘fit and proper' criteria as prescribed by RBI, and that they are
not disqualified from being appointed /continue as Director in terms
of Section 164(1) and (2) of the Act.

Director retiring by rotation:

In accordance with the requirements of section 152(6)(c) of the
Companies Act, 2013, Mr. Govind Gupta (DIN: 00065603), Director
retires by rotation from the Board of Directors and, being eligible,
offers himself for re-appointment. Brief resume and other details
of Mr. Govind Gupta, who is proposed to be re-appointed as a
Director of the Company have been furnished, with the explanatory
statement to the notice of the ensuing Annual General Meeting.

The Board recommends the re-appointment of Mr. Govind Gupta
(DIN: 00065603), as Director of the Company retiring by rotation.

Key Managerial Personnel:

The following persons were designated as the Key Managerial
Personnel (“KMP”) of your Company pursuant to Sections 2(51)
and 203 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014, as on 31st March 2025:

During the period under review, Mr. Semant Juneja had resigned
from the position of Company Secretary & Compliance Officer
designated as KMP of the company, effective from November 30,
2024 due to personal reason and pursuant to the provision of
Section 203 read with applicable rules and Regulation 6 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015
(“Listing Regulations”) and applicable provisions of Reserve Bank
of India, on the recommendation of Nomination & Remuneration
Committee, Mr, Lalit Sharma was appointed as Company Secretary
& Compliance Officer designated as KMP of the Company effective
from December 02, 2024.

meetings of the board

The Board of Directors plays an active role in shaping the Company’s
strategic direction by formulating key business and operational
policies, and by deliberating on matters related to strategy, financial
and investment performance, and key business risks. Board meetings
are conducted in accordance with well-defined procedures and
governance standards. All meetings of the Board and its Committees
were held in full compliance with the regulatory requirements
prescribed under applicable laws and regulations.

The members of the Board have access to all information about the
company. As and when required, members of Senior Management
team are invited to attend the Board and Committee meetings to
provide additional input on the subjects being discussed.

The Board of Directors of the Company met six times during
the financial year 2024-25. The meeting details are provided in
the ‘Corporate Governance Report' that forms part of this
Annual Report.

Meetings of Independent Directors

The Independent Directors met once during the year under
review, on March 28, 2025. The meeting was conducted without
presence of the Whole-time Director(s), the Non-Executive Non¬
Independent Directors or Chief Financial Officer to enable the
Independent Directors to discuss matters pertaining to, inter-alia,
review of performance of Non-Independent Directors and the
Board as a whole, review the performance of the Chairman of the
Board Meetings, assess the quality, quantity and timeliness of flow
of information between the Company management & the Board
and its Committees and free flow discussion on any matter that
is necessary for the Board to effectively and reasonably perform
their duties.

Familiarization Program for Independent Directors

The Independent Directors are regularly informed during meetings
of the Board and Committees on the business strategy, industry
updates and regulatory matters, business, financial matters and
management strategy, policies and code of conduct, responsibilities
that they are appointed thereon and propose corrective measures
as and when required.The familiarization program is available on the
website of the Company at www.moneyboxxfinance.com

statutory committees of the board

In Compliance with the Statutory requirement(s), the Board has the
following Committee(s):

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

4. Corporate Social Responsibility (CSR) Committee

5. Risk Management Committee

6. Asset Liability Management Committee

The composition and terms of reference of the committees of
the Board of the Company is in line with the provisions of the
Companies Act 2013, the SEBI Listing Regulations and the RBI Master
Directions. Details of the composition of all the committees of the
Board, along with their terms of reference, number of meetings held
during financial year 2024-25 and attendance of the members there
at, are given at length in the Corporate Governance Report which
forms part of this Report.

directors responsibility statement

Pursuant to the provisions of Section I34(3)(c) and Section 134(5)
of the Act the Directors hereby confirm that:

i) i n the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper
explanation relating to material departures, if any;

ii) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of the financial
year and of the profit & loss of the Company for that period;

iii) proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of
the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and
other irregularities;

iv) the annual accounts have been prepared on a going
concern basis;

v) internal financial controls are followed by the Company and
that such internal financial controls are adequate and are
operating effectively; and

vi) proper systems have been devised to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and are operating effectively.

policy on directors’ appointment and
remuneration

In compliance with the provision of section 178 of the Companies
Act, 2013, the Board has on the recommendation of the Nomination
& Remuneration Committee of the Company, framed a policy for
selection and appointment of Directors, Key Managerial Personnel,
Senior Management, and their remuneration.

The policy of the Company on director's 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 www.moneyboxxfinance.com

Your Company also affirms that the remuneration paid to the
directors is as per the terms laid out in the Nomination and
Remuneration Policy of the Company.

audit committee

As on March 31, 2025, the Audit Committee of the Company
comprises of the following Directors: Mr. Uma Shankar Paliwal,
Independent director (Chairperson), Ms. Ratna Dharashree
Vishwanathan Independent Director, (Member) and Mr. Govind
Gupta, Non-executive Director, (Member).

All the members of the Committee are Non-Executive Directors
and possess strong accounting and financial management knowledge.
The Company Secretary of the Company is the Secretary of
the Committee.

All the recommendations of the Audit Committee were duly
accepted by the Board in the financial year.

The brief terms of reference, number of meetings and attendance
record of members for FY25 are given in the Corporate
Governance Report.

annual evaluation of board’s
performance

Pursuant to the applicable provisions of the Companies Act, 2013
and the SEBI Listing Regulations, the Board has carried out an
annual evaluation of its own performance, the Board committees
and individual director. The evaluation was based on the criteria and
questionnaire framed by the Company. The questionnaires were
circulated online and feedback received from the directors was
discussed and reviewed by the Independent Directors, members

of the Nomination and remuneration Committee (“NRC”) at their
respective meetings.

The performance evaluation of individual directors including the
chairperson of the meetings, inter alia, was done based on the criteria
such as professional conduct, roles and functions, discharge of
duties, their contribution to Board/committees/senior management,
preparedness on the issues to be discussed, contribution to the
decision making, etc.The evaluation process endorsed confidence in
the ethical standards of the Company, the cohesiveness that exists
amongst them, the two-way candid communication between the
Board and the management and the openness of the management
in sharing strategic information to enable the Board members to
discharge their responsibilities effectively.

The Directors expressed their satisfaction with the evaluation
process. Further, the evaluation process confirms that the Board and
its Committees continue to operate effectively and the performance
of the Directors is satisfactory.

employee stock option plan

Employee Stock Options have been recognized as an effective
instrument to attract talent and align the interest of employees
with that of the Company, thereby providing an opportunity to the
employees to share in the growth of the Company and to create
long-term wealth in the hands of employees.

Pursuant to this, the Company has formulated ‘’MFL Employee
Stock Option Plan 2021” approved by Shareholders in an
Extra Ordinary General Meeting held on December 27, 2021, in
compliance with Securities and Exchange Board of India (Share
Based Employee Benefits) Regulations, 2021. Further, the scheme
was amended on September 25, 2024 by members, where in the
ESOP Pool was increased to 15,00,000 options from the previously
approved 10,00,000 options. The eligibility of employees to receive
grants under the Plan has to be decided by the Nomination
and Remuneration Committee (NRC) from time to time upon
recommendation of Management of the Company. Vesting of the
options shall take place in the manner determined by NRC at the
time of grant provided the vesting period in line with the MFL
Employee Stock Option Plan 2021.

Vesting of options shall be subject to the condition that the Grantee
shall be in continuous employment with the Company and such
other conditions as provided under the MFL Employee Stock
Option Plan 2021. The exercise price of each grant is determined
by NRC at the time of grant. Presently, stock options have been
granted under the MFL Employee Stock Option Plan 2021.

Further, the Disclosures as required under Regulation 14 of SEBI
(Share Based Employee Benefits) Regulations, 2014 has been hosted
on the Company’s website at the link: www.moneyboxxfinance.com.

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 on Board meetings
and General Meetings and that such systems are adequate and
operating effectively.

deposits

The Company being a Base layer Non-Banking Financial Company
has neither invited nor accepted any public deposits during the
financial year ended March 31,2025, and shall not accept any public
deposits during the financial year 2025-26 without the prior written
approval of the Reserve Bank of India (“RBI”).

As per the requisite provisions of the Master Direction - Non¬
Banking Financial Companies Acceptance of Public Deposits
(Reserve Bank) Directions, 2016 issued by RBI, a resolution in this
regard was passed by the Board on April 28, 2025.

management discussion and analysis
report

The Management Discussion and Analysis ("MDA") Report gives
details of the overall industry structure, developments, performance
and state of affairs of the Company's business and other material
developments during the Financial Year. The MDA report forms an
integral part of this Annual Report.

particular of employees

Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are provided in the prescribed
format and annexed herewith as “Annexure-B” to this Report.

Details of top ten employees in terms of the remuneration and
employees in receipt of remuneration as prescribed under rule 5(2)
of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, containing details prescribed under rule
5(3) of the said Rules, which form part of this Report, will be made
available for inspection at the time of AGM or on the request of
such shareholder, as per provisions of section 136(1) of the Act.

human resources

Employees form the cornerstone of any successful organization,
and at Moneyboxx, the Human Resources (HR) function plays a
pivotal role in fostering a positive work culture, enhancing employee
engagement, and driving productivity. The HR team leads initiatives
focused on organizational development, employee well-being, and
personal growth.

At Moneyboxx, the HR department actively cultivates a culture
rooted in integrity, honesty, and continuous learning, while upholding
the principles of equality and zero tolerance for harassment. The
Company is committed to providing a respectful, inclusive, and
secure work environment, offering employees meaningful career
opportunities rather than just jobs-built on trust, transparency, and
mutual respect.

We believe that a sense of purpose, connection with leadership, and
belonging are essential to creating meaning at work. In line with this
philosophy, the Company facilitated interactive sessions during the
year to strengthen employee engagement and share insights into
the Company’s long-term vision and growth journey, aligning it with
individual career development.

corporate governance

A separate section titled ‘Corporate Governance Report' has been
included in this Annual Report pursuant to SEBI Listing Regulations,
along with this, the certificate from the Secretarial Auditors of the
Company confirming the compliance with regulations of corporate
governance under the SEBI Listing Regulations is annexed to
the Report.

vigil mechanism / whistle blower policy

The Company has in place aVigil Mechanism (Whistle Blower Policy)
for directors and employees to report genuine concerns.The Policy
provides for adequate safeguards against victimization of directors
or employees or any other person who avails the mechanism.

The Whistle Blower Policy provides employees and other
stakeholders a platform to communicate instances of fraud/
misconducts that they have come across. in terms of the Policy,
any person including employees, customers and vendors may
report malpractice, actual or suspected fraud, violations of the
company's code of conduct or any other act with an intention of
unethical personal gain that may cause damage to the company or
its employee.

internal financial control systems
and their adequacy

The Company has established adequate internal financial controls
with reference to its financial statements, ensuring accuracy,
reliability, and compliance with applicable accounting standards and
regulatory requirements.

The controls comprise of policies and procedures for ensuring
orderly and efficient conduct of the Company's business, including
adherence to its policies, 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.

Based on the framework of internal financial controls and
compliance systems established and maintained by the Company,
work performed by the internal, statutory, and secretarial auditors
and external consultants and the reviews performed by management
and the relevant board committees, including the audit committee.

The Board is of the opinion that the Company's internal financial
controls are adequate and effective during the financial year 2024-25.

audit and auditors

a) Statutory Auditor

The shareholders of the Company in the 30th Annual General
Meeting (“AGM”), approved the re-appointment of M/s. Gaur
& Associates, Chartered Accountants (Firm Registration
No. 005354C), as the Statutory Auditors, for a period of
five (5) years i.e., from the conclusion of the 30th AGM till
the conclusion of 35th AGM of the Company. M/s. Gaur &
Associates, Chartered Accountants, Statutory Auditors of the
Company, have conducted the statutory audit for the financial
year 2024-25.

During the year under review, the Statutory Auditors did not
have any matter requiring reporting under Section 143 (12) of
the Act. Therefore, there is no reporting disclosure required
under Section 134 (3) of the Act.

The Statutory Auditors Report does not contain any
qualifications, observations or adverse comments.

The Satutory Auditors have confirmed that they continue
to satisfy the eligibility norms and independence criteria as
prescribed by Companies Act, 2013.

b) Secretarial Auditor

M/s Shashank Pashine & Associates, Practising Company
Secretaries, having Membership No. F11665 and CP. No.
21229 was appointed as the Secretarial Auditor for conducting
the Secretarial Audit of the Company for the Financial Year
2024-25 in accordance with the provisions of Section 204 of
the Act read with the Rules framed thereunder. Pursuant to
the provisions of Section 204 (1) of the Act, the Secretarial
Audit Report for the Financial Year 2024-25 issued by M/s
Shashank Pashine & Associates is annexed to this report as
“Annexure-C” and forms an integral part of this Report.

The Secretarial Audit Report for the year 2024-25 is
unmodified, does not contain any qualification, reservation or
adverse remark or disclaimer by the Secretarial Auditor.

Pursuant to the amended Regulation 24A of the Listing
Regulations, shareholders' approval is required for appointment
of Secretarial Auditors Accordingly, the Board of Directors at
its meeting held on August 18, 2025, subject to approval of
members at the ensuing 31st AGM, approved the appointment
of M/s. Shashank Pashine & Associates, Practising Company
Secretaries (Firm Registration No. S2018DE639400), for a first
term of 5 (five) consecutive years beginning from Financial
Year 2025-26 i.e. from the 31st AGM till the conclusion of the
36th AGM.

c) Cost Audit

The provisions of section 148 read with the Cost Audit Rules
and Cost Audit is not applicable to the Company. Company
is not required to maintain cost records as per sub-section
(1) of Section 148 of the Act & Rule 5(ix) of the Companies
(Accounts) Rules, 2014.

d) internal Audit

The Company has established adequate internal audit
mechanism established to ensure effective monitoring and
evaluation of internal controls. The internal Audit function
operating independently under the oversight of the Audit
Committee of the Board, gives objective assurance to the Board
on Company's internal control processes, risk management
and governance systems and processes. The internal Audit
function is adequately staffed with skilled personnel.

annual return

In accordance with the requirements under Section 92(3) and
Section 134(3)(a) of the Companies Act, 2013 and the applicable
rules, the Annual Return as on March 31, 2025 is available on the
website of the Company at www.moneyboxxfinance.com.

particulars of loans, guarantees and
investments

The loans made, guarantee given, or security provided in the
ordinary course of business by a NBFC registered with the Reserve
Bank of India are exempt from the applicability of the provisions

of Section 186 of the Act. Accordingly, the particulars of loans and
guarantees have not been disclosed In this Report.

related party transactions

Pursuant to section 177 of the Companies Act, 2013 and regulation
23 of SEBI Listing Regulations, all Related Party Transactions were
placed before the Audit Committee during the year under review
and these transactions were reviewed by the Committee. Details of
transactions with related parties during the year under review are
provided in the notes on the financial statements. All related party
transactions during the year were conducted at arms' length and
were in the ordinary course of business.

None of the transactions with related parties fall under the scope
of Section 188(1) of the Act. Accordingly, the disclosure of related
party transactions as required under Section 134(3)(h) of the Act
in Form AOC-2 is not applicable to the Company for the financial
year 2024-25 and hence does not form part of this Report. There
has been no material related party transactions In the Company for
the financial year 2024-25.

Further, the Directors draw attention of the members to note no.
37 of the Notes to the Financial Statements which set out related
party transactions.

The Policy on Related Party Transactions as approved by the Board
Is uploaded on the Company's website and can be accessed at www.
moneyboxxfinance.com

conservation of energy, technology
absorption and foreign exchange
earnings/ outgo

Information relating to Conservation of Energy and
Technology Absorption

As the Company is 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 Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 is not applicable to the Company.

The Company Is vigilant on the need for conservation of energy and
has taken adequate measures for conservation of energy and usage
of alternative sources of energy, wherever required. The Company
has been In the forefront In Implementing latest Information
technology and tools towards enhancing stakeholders' convenience.

Foreign exchange earnings and Outgo

The Company did not enter Into any foreign currency transactions
In the current year and previous year.

risk management

Risk management Is a critical component of the Company's
operations, especially given Its role as a lending Institution
exposed to various financial and operational risks. The Company
has implemented a comprehensive risk management framework

that operates across multiple levels, ensuring that all risks are
identified, assessed, and mitigated through structured analysis and
informed decision-making. This framework is supported by regular
monitoring, internal controls, self-assessments, and tracking of key
risk indicators.

In accordance with the RBI's Master Direction - Non-Banking
Financial Company - Scale Based Regulation, 2023, the Company
has constituted a Board-level Risk Management Committee. This
Committee, along with the Asset Liability Committee, oversees
the identification and management of risks that may potentially
impact the Company's sustainability and performance. The Board
periodically reviews and updates risk-related policies to ensure
alignment with evolving regulatory expectations and business needs.

reporting of frauds by auditors

During the year under review, none of the auditors (Statutory,
Secretarial and Internal auditor) have reported to the Audit
Committee or the Board, under Section 143 (12) of the Act, any
instances of fraud committed against the Company by its officers
or employees, the details of which would need to be mentioned In
the Board's Report.

Further, RBI vide Master Directions on Fraud Risk Management in
Non-Banking Financial Companies (NBFCs) dated 15 July 2024, has
amended the fraud monitoring framework for NBFCs. In terms of
the same, the Company has constituted a Committee of Executive
(CoE) with three members including one Whole-time director for
Monitoring and follow up of cases of fraud” (hereinafter referred
as ‘FMC').

The Committee, Inter alia, will oversee the effectiveness of fraud risk
management and review and monitor cases of frauds, Including root
cause analysis and suggest mitigating measures for strengthening the
Internal controls, risk management framework and minimising the
Incidence of fraud.

business responsibility and
sustainability reporting

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the requirement to
include a Business Responsibility and Sustainability Report (BRSR)
as part of the Annual Report applies only to the top 1,000 listed
entities based on market capitalization.

As per the applicable criteria, BRSR reporting is not applicable to
your Company for the financial year 2024-25.

However, In alignment with the spirit of responsible business practices,
your Company has voluntarily undertaken and documented various
initiatives across key environmental, social, and governance (ESG)
parameters. These efforts reflect our commitment to sustainability,
ethical governance, and stakeholder well-being, even though formal
BRSR reporting is not mandated.

information technology, governance
and cyber security

The Reserve Bank of India (RBI) has issued the Master Direction on
information Technology Governance, Risk, Controls and Assurance
Practices, effective from April 1, 2024, applicable to specific categories
of regulated entities including Scheduled Commercial Banks
(excluding Regional Rural Banks), Small Finance Banks, Payments
Banks, and Non-Banking Financial Companies (NBFCs) falling under
the Top, Upper, and Middle Layers as per the Scale-Based Regulation
(SBR) framework.

As of now, this Direction is not applicable to our Company, since
we do not fall under the specified categories of regulated entities.

However, in line with our commitment to sound governance
and proactive risk management, the Company has voluntarily
initiated steps to strengthen its internal IT governance and
control frameworks. These initiatives are aimed at aligning with
the broader principles outlined in the RBI's Direction, thereby
enhancing our operational resilience and preparedness for future
regulatory developments.

statement of deviations or variations

There has been no deviation in the utilization of issue proceeds
raised through private placement basis, from the objects stated
in the Offer document/Explanatory Statement annexed with the
Notice for the year ended March 31,2025.

details of significant and material
orders passed by the regulators or
courts

There are no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status
and company's operations in future. The Details on penalties, fines,
strictures levied during the last three Financial years are provided
in the Corporate Governance Report.

disclosures under the insolvency and
bankruptcy code, 2016

No application has been made nor is any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 during the year under
review. The Company has not entered into one-time settlement for
any loans availed from the Banks or Financial Institutions.

disclosure under sexual harassment
of women at workplace (prevention,
prohibition and redressal) act, 2013

Your Company is committed to providing a safe and conducive work
environment to all its employees and associates. The Company has
duly adopted a policy on prevention, prohibition and redressal of
Sexual harassment at workplace and has reconstituted an internal
Complaints Committee in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules made there under at the Board
meeting held on May 28, 2025.

Disclosure in relation to Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013:

The Policy formulated by the company for prevention of sexual
harassment is available on the website of the company at www.
moneyboxxfinance.com.

compliance with the maternity benefit
act, 1961

The Company has complied with the provisions of the Maternity
Benefit Act, 1961, including all applicable amendments and rules
framed thereunder. The Company is committed to ensuring a safe
inclusive, and supportive workplace for women employees. All
eligible women employees are provided with maternity benefits
as prescribed under the Maternity Benefit Act, 1961, including paid
maternity leave, nursing breaks, and protection from dismissal during
maternity leave.

The Company also committed no discrimination is made in
recruitment or service conditions on the grounds of maternity
Necessary internal systems and HR policies are in place to uphold
the spirit and letter of the legislation.

gender-wise composition of employees

In alignment with the principles of diversity, equity, and inclusion
(DEI), the Company discloses below the gender composition of its
workforce as on March 31,2025.

This disclosure reinforces the Company's efforts to promote an
inclusive workplace culture and equal opportunity for all individuals,
regardless of gender.

recovery expense fund

The Company has also created and maintained recovery expense
fund in terms of Regulation II of the SEBI (Issue and Listing of Non¬
Convertible Securities) Regulations, 2021 with respect to the NCDs
issued by it.

general

Your directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions/ events
on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend,
voting or otherwise.

2. Issue of Shares (including Sweat Equity Shares) to employees
of the Company under any Scheme save and except Employees
Stock Option Schemes (ESOS).

3. Voting rights which are not directly exercised by the employees
in respect of shares for the subscription/ purchase of which
loan was given by the Company.

4. The Company has not made any one-time settlement for loans
taken from the Banks or Financial Institutions, and hence the
details of difference between amount of the valuation done at
the time of one time settlement and the valuation done while
taking loans from the Banks or Financial Institutions along with
the reasons thereof is not applicable.

5. There was no revision of financial statements and Board's
Report on the Company during the period under review.

6. There were no buyback of the equity shares during the year
under review.

7. There was no variation of utilisation of proceeds, if any, as per
Regulation 32 (4) of SEBI Listing Regulations.

8. There was no suspension of trading of securities of the
Company on account of corporate action or otherwise.

acknowledgement

The Directors express their sincere gratitude to the Reserve
Bank of India, Securities and Exchange Board of India, BSE Limited,
Ministry of Finance, Ministry of Corporate Affairs, Registrar of
Companies, other government and regulatory authorities, lenders,
financial institutions, and the Company's bankers for the ongoing
support extended by them.The Directors also place on record their
sincere appreciation for the continued support extended by the
Company’s stakeholders and trust reposed by them in the Company.
The Directors sincerely appreciate the commitment displayed by
the employees of all levels, resulting in successful performance
during the year.

For and on behalf of the Board
Moneyboxx Finance Limited

Mayur Modi Deepak Aggarwal

Co-CEO & Whole time Director Co-CEO, CFO & Whole time Director

DIN: 08021679 DIN: 03140334

Date: August 18, 2025
Place: Gurugram