Manba Finance Ltd

To,

The Members of Manba Finance Limited

Your Directors are pleased to present their 27th Annual Report the business, operations and state of a airs of the Company together with the audited accounts of your Company for the Financial Year ended 31st March, 2023.

The performance highlights and summarised financial results of the Company are given below:

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The financial performance of your Company for the year ended 31st March, 2023 is summarised below:

Amount in (lakhs)

The financial statements for the financial year under review, forming part of this Annual Report, have been prepared in accordance with IND AS notified under Section 133 of the Companies Act, 2013 ('the Act') and the Master Direction Non-Banking Financial Companpy Non Deposit taking Company (Reserve Bank) Directions, 2016 dated September 1, 2016 ('RBI Directions') as amended from time to time. During the financial year under review, our Company continued its focus on its lending activities and posted total income and net profit of 13,384.89 crores and 1,521.42 crores as against 10,702.44 crores and 942.97 crores, respectively, in the previous year.

THE PROPOSED AMOUNTS TO CARRY TO ANY RESERVES (section 134 (3j)

Pursuant to section 45-IC(1) of Reserve Bank of India ('RBI') Act, 1934, every non-banking financial company ('NBFC') is required to transfer a sum not less than 20% of its net profit every year to reserve fund. Accordingly, for the year under review, the Company has transferred an amount of 304.28 crores to its Reserve Fund. Pursuant to provisions of Companies Act, 2013 (the 'Act') read with relevant rules thereunder, the Company, being an NBFC, is exempt from transferring any amount to debenture redemption reserve in respect of privately placed debentures. However, the Company maintains sufficient liquidity margin to ful- l its obligations arising out of debentures. In case of secured debentures, an asset cover of over 100% is always maintained Capital Adequacy Ratio

The Capital to Risk Asset Ratio (CRAR) as on March 31, 2023 stood at 33.73%

OPERATIONAL REVIEW

During the financial year under review, your Company continued its focus on its business and posted total income and PBT of Rs. 13,384.89 lakhs and Rs. 2,101.84 lakhs against Rs. 10,702.44 lakhs and Rs. 1,202.30 lakhs respectively,in the previous year. Your Company transferred an amount of Rs. 304.28 lakhs to Reserve Fund pursuant to Section 45-IC of the RBI Act, 1934.

DIVIDEND

Your Directors have recommended reinvesting the profits into the business of the Company in order to build a strong reserve base for the long-term growth of the Company. Your Company has formulated a Dividend payout policy as per the applicable regulations for bringing transparency in the matter of declaration of dividend and to protect the interest of investors. In line with the Company's dividend payout policy and applicable regulations, your Directors have not recommended any dividend for scal 2023 ( scal 2023: Nil).

STATE OF COMPANY'S AFFAIRS:

The operating and financial performance of the Company has been given in the Management Discussion and Analysis Report which forms part of this Annual Report. During the year under review, there has been no change in the nature of business of the Company.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no amount lying w.r.t unpaid/unclaimed Dividend, the provisions of Section 125 of the Companies Act, 2013 does not apply. Further, there was no amount due to be transferred to IEPF in respect to secured redeemable non-convertible debentures and interest thereon by the Company.

SHARE CAPITAL

The issued, subscribed and paid-up Equity Share Capital as on 31st March, 2023 was 12,55,64,700 comprising of 12556470 Equity Shares of the face value of 10/- each. During the year under review, the Company has neither issued shares with differential rights as to dividend, voting or otherwise, nor has issued sweat equity, as on 31st March, 2023, none of the Directors of the Company holds instruments convertible into Equity Shares of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board is in compliance with the applicable provisions of the Companies Act, 2013, ("Act") and the rules framed thereunder, guideline(s) issued by the Reserve Bank of India and other applicable laws inter alia with respect to appointment of women director, non-executive director(s) and independent director(s).

As on March 31, 2023, the Board of Directors of the Company are as follows:

The following changes in the Directors and Key managerial personnel took place during the year under review:

A. CHANGE IN DIRECTORS I. Appointment:

· On recommendation of Nomination and Remuneration Committee, the Board, at its meeting held on 12th February, 2023, has appointed Mr. Jay Mota (DIN: 03105256) as an Additional Director of the Company from February 13, 2023. Further, his appointment shall also be approved by the Shareholders in an forthcoming Annual General Meeting as Executive Director · The Board is of the opinion that Mr. Jay Mota is a person of integrity, expertise, and has competent experience to serve the Company as an executive director and chief financial o cer

B. Director(s) Liable to Retire by Rotation.

In accordance with the provisions of the Companies Act, 2013 read along with the applicable Companies (Appointment and Qualification of Directors) Rules, 2014, Ms. Nikita M. Shah, retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for reappointment.

C. "Key Managerial Personnel"

Mr. Manish K. Shah, Managing Director, Mr. Jay K. Mota, Chief Financial Officer and Ms. Bhavisha A. Jain, Company Secretary are the Key Managerial Personnel of the Company pursuant to the provisions of Section 203 of the Companies Act, 2013.

During the year under review, the composition of Key Managerial Personnel remains unchanged.

POLICY ON APPOINTMENT OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

In terms of Section 178 of the Companies Act, 2013 read with rules framed thereunder and the RBI Master Directions, as amended, your Company has adopted, 'Policy on "Fit & Proper" Person Criteria' for appointment of Directors and Senior Management Personnel of the Company which forms part of Nomination & Remuneration Policy of the Company. The said Policy is available on the website of the Company viz. www.manba nance.com

DIRECTOR(S) DISCLOSURE

Based on the declarations and confirmations received in terms of the applicable provisions of the Act, circulars, noti cations and directions issued by the Reserve Bank of India and other applicable laws, none of the Directors of your Company are disqualified from being appointed as Directors of the Company. The Company has received necessary declarations from the Independent Directors, a rming compliance with the criteria of independence laid under the provisions of Section 149(6) and sub rule 3 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 of the Act. Your Board of Directors is of the Opinion that Independent Directors appointed / re-appointed during the year under review have the required integrity, expertise and experience (including the pro ciency) as required under the applicable laws.

BOARD EVALUATION

Pursuant to provisions of the Companies Act, 2013, the Board has carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees of the Board of Directors.

A structured questionnaire designed for the performance evaluation of the Board, its Committees, Chairman and individual directors and in accordance with the criteria set and covering various aspects of performance including structure of the board, meetings of the board, functions of the board, role and responsibilities of the board, governance and compliance, conflict of interest, relationship among directors, director competency, board procedures, processes, functioning and effectiveness was circulated to all the directors of the Company for the annual performance evaluation. Based on the assessment of the responses received to the questionnaire from the directors on the annual evaluation of the Board, its Committees, the Chairman and the individual Directors, a summary of the Board Evaluation was placed before the meeting of the Independent Directors for consideration.

Similarly, the Board at its meeting assessed the performance of the Independent Directors. The Directors were satisfied with the results of the performance evaluation of the Board & its Committees, Chairman and individual directors.

The Board has completed the annual evaluation of its own performance, the individual Directors (including the Chairman) as well as an evaluation of the working of all Board Committees. The Board of Directors was assisted by the Nomination and Remuneration Committee ("NRC"). The performance evaluation was carried out by seeking inputs from all the Directors/Members of the Committees.

MEETING OF INDEPENDENT DIRECTORS

A Separate Meeting of Independent Directors of your Company was held on 21-03-2023 without the presence of the Non-Executive Chairman, the Managing Director, the Whole-time Director and the management team of the Company. The meeting was attended by all the Independent Directors.

SUBSIDIARIES / JOINT VENTURE / ASSOCIATE COMPANIES:

Your Company does not have any Subsidiary, Joint Venture or Associate Companies in accordance with the provisions of the Act, and hence, disclosure regarding the same is not applicable.

However the Company is associate Company of Manba Investment and Securities Private Limited.

HUMAN RESOURCE:

MFL believes it's employees are important pillars of success. It offers them a nurturing environment and a merit-based, rewarding work culture. The Company undertakes various employment engagement initiatives and regular reviews for optimal utilisation of human resources. Knowledge sharing and cross functional industry insights have enabled our sta to meet evolving business environment.

With the proposed expansion of retail nance activity, Company has inducted significant industry talent at senior and mid-level into the organization. Talent across diversi ed business processes have been inducted to strengthen the Organization's Growth, Profitability & Sustainability.

To accelerate the company's growth and agility across locations, your Company has focused on strategic hiring. The company ended the year with a work force strength of 1062 employees on its payroll.

The company has undertaken steps for employee's health and safety while ensuring continuous operations during the COVID 19 pandemic. Precautionary measures such as hand sanitizers for all employees at Central Office and branches, discontinuation of group meetings, encouraging use of digital channels for transactions, restriction on non-essential domestic travel were implemented. Your Directors place on record the appreciation of e ort and dedication of the employees in achieving good results during the year under review.

COMPLIANCE MONITORING & REPORTING TOOL:

In terms of provisions of Section 134(5)(f) of the Act, the Company has put in place a Compliance Management System for effectively tracking and managing critical action items related to regulatory and internal compliance requirements.

FINANCE & CREDIT RATINGS:

Finance:

During the year under review, Your Company raised funds from various public/private sector banks, and financial institutions. The Company continued to borrow funds inter alia by issue of and Non-Convertible Debentures, term loan(s) from banks/ financial institutions etc. Details in this regard are stated and more particularly mentioned in the Audited Financial Statements.

DEBT SECURITIES:

The Company has issued listed and unlisted new Non- Convertible Debentures.

CREDIT RATING:

The Company has been assigned A- by Acuite Ratings and Resarch Limited.

DEPOSITS:

The Company being a "Non-Deposit Accepting Non-Banking Financial Company", provisions of Section 73 and Section 74 of the Act read with Rule 8(5)(v) & (vi) of the Companies (Accounts) Rules, 2014, are not applicable to the Company.

During the year under review, the Company had neither accepted nor held any deposits from the public and shall not accept any deposits from the public without obtaining prior approval from the Reserve Bank of India.

ANNUALRETURN:

Pursuant to the provisions of section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with rule 12( 1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the company as on 31 st March, 2023 once prepared shall be disclosed on the Company's website at www.manbafinance.com, Annual return as on 31 st March, 2023 in form MGT-7 shall be available on the website of the Company viz. www.manbafinancc.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES AND POLICY ON RELATED PARTY TRANSACTIONS:

All the Related Party Transactions entered by the Company are on arm's length basis and in the ordinary' course of business. The disclosure in this regard forming part of this report is provided in the financial statement. All the Related Party Transactions as required under IND- AS Are reported in the Notes to the financial statement.

Relevant Form (AOC-2) for disclosure of particulars of contracts/ arrangements entered into by the company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 is given as Annexure II to this Report.

During the year, the Company has not entered into any contract/ arrangcmcnt/transaction with related parties which may have a potential conflict with the interest of the Company at large. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee for their review on a periodical basis.

The policy on Related Party Transactions is placed on the website of the Company at www.manbafinance.com under policy section.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the year under review, the Company had not made any investments in terms of provisions of Section 186(1) of the Act. Except for Section 186(1), the provisions of Section 186 of the Act pertaining to making investments, granting of loans to any persons or body corporate and giving of guarantees or providing security in connection with the loan to any other body corporate or persons are not applicable to the Company, since the Company is a Non-Banking Financial Company, registered with Reserve Bank of India.

INTERNAL FINANCIAL CONTROL SYSTEMS:

The Board of Directors con rms that your Company has laid down set of standards, processes and structure which ensures Internal Financial controls across the organization with reference to Financial Statements and that such controls are adequate and are operating effectively. The Internal Audit Department monitors and evaluates the e cacy and adequacy of internal control system in the Company ensures compliance with operating procedures, accounting procedures and policies at all locations of the Company. Based on the report of Internal Audit Function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit

COMMITTEE OF THE BOARD.

During the year under review, such controls were tested by the Internal Audit Department of the Company and no material weaknesses in the design or operations were observed. The Statutory Auditors have reviewed the said test results and found them to be effective.

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

The particulars regarding foreign exchange earnings and outgo appear as separate item in the notes to the Financial Statements. Since the Company does not carry any manufacturing activities, particulars to be disclosed with respect to conservation of energy and technology absorption under section 134(3) (m) of the Companies Act, 2013 read with Companies Accounts Rules, 2014 are not applicable. The Company is however, constantly pursuing its goal of technological up-gradation in a cost effective manner for delivering quality customer service.

RISK MANAGEMENT:

Your Company manages a variety of risks that can significantly impact its financial performance and also its ability to meet the expectations of our customers, shareholders, regulators and other stakeholders. The company is exposed to financial risk, such as credit, interest rate, market, liquidity and funding risks, and non- nancial, such as operational including compliance and model risks, strategic and reputation risks. Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the company to control risk through a properly defined plan. Various aspects of risk are taken into account while preparing the annual business plan for the year. MFL's risk appetite is articulated in a statement of risk appetite, which is approved at least annually by the RMC of the Board. MFL continuously monitors its risk appetite, and the RMC as well as the Board reviews periodic risk appetite reports and analysis. The Board is also periodically informed of the business risks and the actions taken to manage them.

The Board assesses management's performance, provides credible challenge, and holds management accountable for maintaining an effective risk management program and for adhering to risk management expectations.

The Board carries out its risk oversight responsibilities directly and through its committees. Further, The Risk Management Committee periodically reviews risk levels, portfolio composition, status of impaired credits, etc. Risk is everyone's responsibility and every team member is required to comply with applicable laws, regulations, and Company policies. The Board holds management accountable for establishing and maintaining the right risk culture and effectively managing risk.

THE REMUNERATION POLICY, DISCLOSURE OF REMUNERATION & PARTICULARS OF EMPLOYEES:

In terms of Section 178 of the Companies Act, 2013, your Board have adopted a 'Nomination and Remuneration Policy' inter-alia setting out the criteria for deciding remuneration of Executive Directors, Non-Executive Directors, Senior Management Personnel and other Employees of the Company. The said Policy is available on the website of the Company at https://www.manba nance.com

In terms of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures with respect to the remuneration of Directors, Key Managerial Personnel and Employees of the Company have been provided at Annexure III to this Report.

In terms of Section 197 of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement relating to particulars of employees of the Company is available for inspection by the Members at the Registered Office of the Company during business hours on working days. A copy of this statement may be obtained by the Members by writing to the Company Secretary of the Company. The Board hereby con rm that the remuneration paid to the Directors is as per the Remuneration Policy of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In accordance with the provisions of Section 135 of the Act and the CSR Policy, the Company has contributed Rs 27,50,000 (Rupees Twenty Lakhs Fifty Thousand Only) (being 2 percent of the average net profit of the Company in the immediately three preceding financial years calculated as per Section 198 of the Act) towards CSR expenditure in various projects stipulated under Schedule VII of the Act. The details of the same is enclosed as Annexure V to this Report as mandated under the said Rules. The Policy adopted by the Company on Corporate Social Responsibility (CSR) is placed on the website of the Company at www.manba nance.com

WHISTLE BLOWER / VIGIL MECHANISM:

The Company as part of the 'vigil mechanism' has in place a 'Whistle Blower Policy' to deal with instances of fraud and mismanagement, if any. The Whistle Blower Policy has been placed on the website of the Company at www.manba nance.com This vigil mechanism of the Company is overseen by the Audit Committee and provides adequate provisions protecting Whistle blowers from unfair termination and other unfair prejudicial and employment practices.

The audit committee of the board reviews the complaints received and resolution thereof under the said policy on a quarterly basis. It is hereby a rmed that the company has not denied any of its personnel, access to the Chairman of the Audit Committee.

During the year under review, the Company has not received any whistle blower complaint.

MANAGEMENT DISCUSSIONS AND ANALYSIS:

The Management Discussion and Analysis is annexed herewith as Annexure I to this Report

CORPORATE GOVERNANCE

The Company's philosophy on Corporate Governance envisages the attainment of the highest levels of transparency, accountability and equity, in all facets of its operations and in all interactions with its stakeholders. The Company believes that all its operations and actions must serve the underlying goal of enhancing long-term shareholder value. In the commitment to practice sound governance principles, Company is guided by its core principles viz. Transparency, Disclosures, Empowerment and Accountability, Compliances and Ethical Conduct.

BOARD OF DIRECTORS:

In terms of the Corporate Governance philosophy all statutory and other significant material information is placed before the Board of Directors to enable it to discharge its responsibility of strategic supervision of the Company as trustees of the Shareholders. The Board currently consists of seven Directors. There are, three executive Directors and one additional director including women director and 3 non-executive directors out of which two are Independent Directors apart from the Managing Director. All the Directors bring a wide range of skills and experience to the board. The Independent Directors have con rmed that they satisfy the criteria prescribed for an Independent Director as stipulated under the provisions of Section 149(6) of the Companies Act, 2013.

List of Director

DETAILS OF BOARD MEETINGS

The Board met 30 times in the financial year 2022-23 viz., on 05th April, 2022, 11th April, 2022, 25th April,2022, 26th April,2022, 16th May,2022, 07th June, 2022, 23rd June,2022, 23rd Julu,2022, 26th July, 2022, 22nd August,2022, 21st September,2022, 23rd September,2022, 27th September,2022, 22nd October,2022,01st November,2022, 03rd November,2022, 18th November,2022, 30th November,2022, 10th December,2022, 22nd December,2022, 28th December,2022, 29th December,2022, 23rd Jaunuary,2023, 06th February,2023,13th February,2023, 25th February,2023, 17th March,2023, 21st March,2023, 29th March,2023, 30th March,2023 The gap between two Meetings did not exceed one hundred and twenty days.

COMMITTEES OF BOARD:

In accordance with the applicable provisions of the Act, the circular(s),noti cation(s) and directions issued by the Reserve Bank of India and the Company's internal corporate governance requirements, the Board has constituted various Committees with specific terms of reference to focus on specific issues and ensure expedient resolution on diverse matters.

The matters pertaining to financial results and auditor's report are taken care of by the Audit Committee and those pertaining to nomination /remuneration of Key Executives and Directors are within the realms of Nomination & Remuneration Committee. The Corporate Social Responsibility (CSR) Committee focuses on compliance of CSR policy and framework by the Company and monitors the expenditure to be incurred by the Company.

The Company Secretary acts as the Secretary for all the aforementioned Committees. The minutes of the meetings of all Committees along with summary of key decision/discussion taken at each Committee, is placed before the Board for discussion / noting /approval.

The Board at the time of constitution of each committee xes the terms of reference and also delegates powers from time to time. Various recommendations of the committees are submitted to the Board for approval.

I.Audit Committee:

The Members of Committee possess strong accounting and financial management knowledge. The Committee meets the composition requirement pursuant to the provisions of Section 177 of the Companies Act, 2013.

The audit committee met 7 (Seven) times during the year on 26-04-2022, 07-06-2022, 23-07-2022, 22-10-2022, 18-11-2022, 10-12-2022, 13-02-2023

II.Nomination and Remuneration Committee:

The Nomination and Remuneration Committee is formed in compliance with the provisions of Section 178 of the Companies Act, 2013.

During the financial year 2022-23, the committee held 3 (three) meetings. These were held on 23-09-2022, 10-12-2022, 12-02-2023

III. Corporate Social Responsibility Committee:

As per section 135 of the Companies Act, 2013 the Company had duly constituted a Corporate Social Responsibility (CSR) Committee. The functions of the Committee include review of corporate social responsibility (CSR) initiatives undertaken by the Company, formulation and recommendation to the Board of a CSR Policy indicating the activities to be undertaken by the Company and recommendation of the amount of expenditure to be incurred on such activities, reviewing and recommending the annual CSR plan to the Board, making recommendations to the Board with respect to the CSR initiatives, monitoring the CSR activities, implementation and compliance with the CSR Policy and reviewing and implementing, if required, any other matter related to CSR initiatives as recommended/suggested by RBI or any other statutory Authority.

During the financial year 2022-2023, the committee held 2 (two) meeting. These were held on 23-09-2022 and 21-03-2023

IV. Risk Management Committee

The Risk Management Committee of the Company is formed in Compliance with the Guidelines of Reserve Bank of India on Corporate Governance.

During the financial year 2022-2023, the committee held 2(two) meetings. These were held on 07-06-2022, 21-03-2023.

Internal Complaints Committee:

In terms of the Sexual Harassment of Women at Workplace(Prevention, Prohibition & Redressal) Act, 2013, ("Sexual Harassment Act") the Board had formulated and adopted a policy on prevention of sexual harassment at work place and takes all necessary measures to ensure a harassment- free workplace and has instituted an Internal Complaints Committee for redressal of complaints and to prevent sexual harassment. The Company believes that all employees, including other individuals who are dealing with the Company have the right to be treated with dignity. During the year under review, there is no complaint of any sexual harassment.

Grievance Redressal Committee:

The Grievance Redressal Committee speci cally look into the mechanism of redressal of grievances of shareholders, debentures holders and other security holders.

The composition of Grievance Redressal Committee as on March31, 2023 is as under:

During the financial year 2022-23, the committee met two times on 23rd September, 2022 and 29th March, 2022.

Asset Liability Management Committee

The Company had duly constituted an Asset Liability Management Committee inter-alia, to review the ALM pro le, set and monitor the market risk limits including limits on liquidity, interest rate and exchange rate positions for the structural balance sheet and the trading book, decide the business strategy on asset and liability side , oversee the implementation of the Asset Liability Management (ALM) system and review its functioning periodically, consider and approve any other matter related to liquidity and market risk management.

During the financial year 2022-23, the committee held 2 (Two) meetings. These were held on 07-06-2022, 21-03-2023

Annual General Meeting:

The Annual General Meeting of the Company for FY 2021-22 was held on September 30 , 2022. It was attended by the Chairperson of Audit Committee, and by the Chairperson of the Board as required under Companies Act, 2013.

An Extra Ordinary general meeting of the company was held on 04-01-2023 and It was attended by the Chairperson of Audit Committee, and by the Chairperson of the Board as required under Companies Act, 2013.

" Attendance of the members in the board & Committee Meeting"

ACCOUNTING STANDARDS FOLLOWED BY THE COMPANY:

The Financial Statements of the Company has been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013 ("the Act") read with the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 In addition, the guidance notes/ announcements issued by the Institute of Chartered Accountants of India (ICAI) are also applied along with compliance with other statutory promulgations require a different treatment.

SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards viz. SS-1 and SS-2 during the year issued by the Institute of Company Secretaries of India.

I) Statutory Auditors

In accordance with the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder (the Act), ATMS & CO LLP, Chartered Accountants, [Firm Registration No. W100164] had resigned during the financial year 2022-23 and Venus Shah and Associates have been appointed as the statutory Auditors of the Company for year ended 31st March, 2023 and are regularized for a term of three years to hold officefrom the conclusion of 27th Annual General Meeting (held in the calendar year 2023) till the conclusion of the 29th Annual General Meeting to be held in the calendar year 2025.

During the year under review, the statutory auditors have not reported any incident of fraud to the Audit Committee. Further the statutory auditors have not made any reservation or qualification in their Audit Report.The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

II) Internal Auditors: In terms of provisions of Section 138 of the Act and other applicable laws, Company has a structured Internal Audit Department that monitors and evaluates the e cacy and adequacy of internal control system in the Company ensures compliance with operating procedures, accounting procedures and policies at all locations of the Company.

III) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Ronak Jhuthawat & Co, Practicing Company Secretaries, Udaipur to conduct the secretarial audit for the financial year ended March 31, 2023.

The Report of the Secretarial Auditor is provided as Annexure IV to this Report. There are no qualifications or adverse remarks in the Secretarial Audit Report.

REGULATORY & STATUTORY COMPLIANCES:

The Company has put in place adequate systems and processes in place to ensure compliance with the applicable guidelines issued by all regulators

COMPLIANCES OF RBI GUIDELINES:

The company continues to comply with the applicable regulations and guidelines of the Reserve Bank of India as applicable to a Non- Banking Non Deposit Taking Systemically Important Company ('NBFC-ND - SI'). The company has submitted returns with RBI on timely basis.

CHANGE IN NATURE OF BUSINESS, IF ANY:

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

MATERIAL CHANGES, IF ANY, POST FINANCIAL YEAR ENDED MARCH 31, 2023

The spread of COVID-19 has severely impacted many economies around the globe. Businesses are being forced to cease or limit operations for long or inde nite period of time, resulting in an economic slowdown and economic uncertainties. Measures have also been taken by the Government and the Reserve Bank to ease the burden on the businesses from hardship. The impact of the COVID-19 pandemic on the financial position of the company will depend on future developments, including among other things, extent and severity of the pandemic, mitigating actions by governments and regulators, time taken for economy to recover, etc.

MATERIAL ADVERSE ORDERS, IF ANY

There are no significant and material orders passed by the Reserve Bank of India or the Ministry of Corporate A airs or Courts or Tribunals or other Regulatory/ Statutory authorities which will have an impact on the going concern status of the Company and Company's operations in future.

MAINTENANCE OF COST RECORD

The Company is not required to maintain cost records in terms of Section 148(1) of the Companies Act, 2013.

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

There is no application made or pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, ('the Act') your Directors con rm that: i. In the preparation of the annual accounts for financial year ended 31st March, 2023, the applicable accounting standards have been followed and there are no material departures in adoption of these standards; ii. 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 a airs of the Company at 31st March, 2023 and of the profit of the Company for the year ended on that date. iii. The Directors have 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. iv. The Directors have prepared the annual accounts for financial year ended 31st March, 2023 on a 'going concern' basis. v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently. vi. The Directors have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effective

ACKNOWLEDGEMENT

The Board wishes to place on record their appreciation for the dedication and hard work put in by the employees of the Company at all levels and the support extended by various stakeholders of the Company. The relationships with regulatory authorities and clients remained good during the year under review. The Board is also thankful to the Reserve Bank of India and other regulatory authorities for their cooperation, guidance and support extended by them to the Company in its endeavours.

For and on behalf of the Board