Mukesh Babu Financial Services Ltd

Dear Shareholders,

Your directors have pleasure in presenting the Thirty-Ninth (39^th) Annual Report on the business, operations and state of affairs of the Company together with the Standalone and Consolidated Audited Financial Statements for the financial year ended March 31, 2024:

1. COMPANY OVERVIEW

Mukesh Babu Financial Services Limited was initially incorporated as M/s. Embee Finance and Consultancy Private Limited on February 27, 1985. The company officially changed its name to Mukesh Babu Financial Services Limited on November 07, 1994.

It is registered with the Reserve Bank of India (RBI) as a non-deposit taking Non-Banking Financial Company (NBFC).

2. FINANCIAL HIGHLIGHTS

The Company's standalone and consolidated financial performance under review along with previous year's figures is given hereunder:

3. PERFORMANCE REVIEW

During the year under review Income from Operations has increased from

1,04,194 Thousands to 1,67,897 Thousands (Increase of 61.14%) and Profit after Tax has increased from

49,813 Thousands to 59,107 Thousands (Increase of 18.66%).

4. TRANSFER TO RESERVE

A sum of 11,821 Thousands has been transferred to Statutory Reserve during the year. Your Company does not propose to transfer any amount to General Reserve out of the amounts available for appropriation and an amount of 59,107 Thousands is proposed to be retained in the Profit & Loss account.

5. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on 31^st March 2024 is

69,675 Thousand. During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options nor any sweat equity.

The Company's equity share capital is listed on BSE Limited. The shares are actively traded on BSE and have not been suspended from trading.

6. DIVIDEND

The Board of Directors has recommended a dividend of 1.20 (Rupee One and Twenty Paise Only) per equity share on face value of 10/- (Rupees Ten each) i.e.12% for the financial year ended 31st March 2024.

The payment of dividend subject to approval of Members at the forthcoming Annual General Meeting (AGM), would result in a Dividend outflow of

8,365.08 Thousands.

Pursuant to the amendments introduced by the Finance Act, 2020 the Company will be required to withhold taxes at the prescribed rates on the dividend paid to its shareholders w.e.f. 1^stApril 2020. No tax will be deducted on payment of dividend to the resident individual shareholders if the total dividend paid does not exceed 5,000/-.

The withholding tax rate would vary depending on the residential status of the shareholder and documents registered with the Company.

Dividend will be paid to those Members whose names appear in the Register of Members as on September 20, 2024.

7. SCALE BASED REGULATIONS

Reserve Bank of India issued a circular on "Scale Based Regulation (SBR): A

Revised Regulatory Framework for

NBFCs" on 22 October 2021 (‘SBR Framework'). As per the framework, based on size, activity, and risk perceived, NBFCs are categorised into four layers, NBFC - Base Layer ('NBFC-BL'), NBFC - Middle Layer ('NBFC-ML'), NBFC - Upper Layer ('NBFC-UL') and NBFC - Top Layer ('NBFC-TL'). The Company has been categorized as a Base Layer NBFC (NBFC-BL).

8. INDIAN ACCOUNTING STANDARD (IND AS):

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

The financial statements of the Company are prepared in compliance with the Companies Act, 2013 and

"Indian Accounting Standard (Ind AS).

In accordance with the Companies (Indian Accounting Standards), Rules, 2015 of the Companies Act, 2013, the Company has been following the Indian Accounting Standards (Ind AS) for preparation of its financial statements from 01^st April, 2019. Significant accounting policies used for the preparation of the financial statements are disclosed in the notes to the financial statements.

9. PERFORMANCE OF SUBSIDIARY COMPANIES

During the year under review the Company has only one subsidiary Mukesh Babu Securities Limited (CIN: U67120MH1994PLC076455) and the Highlights of the financial performance during Financial Year 2023-24 are as follows: As on 31^st March 2024, the Authorised

& Paid-up Share Capital of the Subsidiary Company is 50,000 Thousand Only. There is net loss of 363 Thousand in the Company for the year ended 31^st March 2024 against net loss of 2,130 Thousand in the previous year.

The Consolidated Financial Statements of the Company are prepared in accordance with the provisions of Section 129(3) of the Companies Act, 2013 and as per the applicable Accounting Standards issued by the Institute of Chartered Accountants of India. Pursuant to proviso (b) to Section 136(1) of the Companies Act, 2013, a copy of the Audited Financial statements for the year ended 31^st March 2024 along with the Reports of the Board of Directors and the Auditors of the Company's subsidiary- Mukesh Babu Securities Limited shall be furnished to any shareholder on demand.

These are also available for inspection at the Registered Office of the Company and are also being posted on the

Company's website https://mbfsl.com/annual-reports/.

STATEMENTS

As required under Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,

("SEBI Listing Regulations") and applicable provisions of Companies

Act, 2013 ("the Act"), the Consolidated

Financial Statements of the Company have been prepared in accordance with the applicable Accounting Standards and forms part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of The Companies (Accounts) Rules, 2014, Statement containing salient features of the Financial Statements of subsidiary is annexed to this report as

Annexure -A.

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

No disclosure is required for the year under review since the Company has neither accepted nor renewed any deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

GUARANTEES OR INVESTMENTS

The provisions of Section 186 of the Companies Act, 2013 pertaining to investment and lending activities is not applicable to the Company since the Company is a Non- Banking Financial Company registered with the Reserve Bank of India. The details of loan given, investments made and guarantees and security provided during the financial year are furnished in the Notes to the financial statements.

All the related party transactions/contracts/arrangements entered by the Company during the financial year were on an arms' length basis and were carried out in the ordinary course of business. All related party transactions were placed before the Audit Committee for their approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of repetitive nature. The transactions entered into pursuant to the omnibus and specific approvals are reviewed periodically by the Audit Committee. There were no materially significant related party transactions made by the Company during the year under consideration with the Promoters,

Directors or Key Managerial Personnel which have a potential conflict with the interest of the Company at large. In accordance with the Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a Policy on Materiality of Related Party Transactions and a Policy on dealing with Related Party Transactions. The

Policy is available on the Company's

Website at https://mbfsl.com/corporate-governance-policies/.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on Materiality of Related Party Transactions. The Company has made full disclosure of transactions with the related parties as set out in Note 34 of Standalone Financial Statements, forming part of the Annual Report. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large. The particulars as required under Section 188 of the Companies Act, 2013 are furnished in Form AOC-2 which is annexed as Annexure B to this report.

RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 the CSR provisions were applicable to our Company in the financial year 2023-24, wherein the Company made a contribution towards CSR amounting to

6,50,000/- against the applicable CSR requirement of 2,10,000/-.

The CSR initiatives undertaken by the Company were mainly focused on providing education especially among children, women, elderly and the differently-abled; eradicating hunger, poverty and malnutrition; promoting health care.

The CSR Report on the activities undertaken during the year is provided as Annexure-C to this report.

The Company has in place adequate internal financial controls with reference to financial statements. The Company's internal control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with the laws and regulations.

The Company has an internal control system, commensurate with the size of its operations and nature of its business activities and is supported by an internal audit process. M/s. V. R. Pandya & Co., Chartered Accountants, the Internal Auditor of the Company monitors and evaluates the efficacy and adequacy of its internal control system, its compliance with operating systems, accounting procedures and policies of the Company.

Risk management is an integral part of the Company's business strategy that seeks to minimise adverse impact on business objectives and capitalise on opportunities. The Company being a Non- Banking Financial Company is regulated by Reserve Bank of India (RBI) and the Board of Directors of the Company has constituted the Committee to frame, implement and monitor the Risk Management Policy of the Company. The Committee is responsible for reviewing the risk management plan and ensuring its efficiency. The policy is available on the Company's website at https://mbfsl.com/corporate-governance-policies/.

As required under Regulation 22 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has an effective Whistle Blower Policy to deal with the instances of fraud and mismanagement. The details of the policy are enumerated in the Corporate Governance Report. The policy is available on the Company's website at https://mbfsl.com/corporate-governance-policies/.

The policy provides for adequate safeguard against the victimization of the employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The functioning of Vigil Mechanism is overseen by the Audit Committee. There was no instance of denial of access to the Audit Committee.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has voluntarily set up an Internal Complaints

Committee to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There have been no complaints filed or cases reported during the financial year ended 31^st March 2024. The policy is available on the

Company's website at https://mbfsl.com/corporate-governance-policies/.

There is no change in Board of Directors during the year under review. The brief profile of the Directors is as below:

As Chairman and Managing Director, Mr. Mukesh C. Babu exemplifies leadership by actively guiding the company with a steadfast commitment to consensus-building and democratic processes. With a tenure dating back to the company's inception, he brings over 40 years of extensive expertise in Capital Markets, Stocks & Shares, Investment Banking, and Merchant Banking.

Mr. Pankaj Majithia, a Chartered Accountant by profession, is a distinguished figure in corporate India and serves as an Independent Director on the Company's Board. As a founding partner of M/s. Majithia & Associates, Chartered Accountants, he brings extensive experience in Accounting, Audit, Finance, Taxation, Corporate Governance, and Company Law. In addition to his board role, he chairs the Audit Committee, Stakeholders

Relationship Committee, and Nomination & Remuneration Committee.

Mr. Vijay Vora, Independent Director

Mr. Vijay L. Vora is a seasoned business entrepreneur and serves as an

Independent Director on the Company's

Board. With over 20 years of experience in business, he also chairs the Corporate Social Responsibility Committee. Additionally, he contributes to the Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, and Risk Management Committee.

Mrs. Meena Mukesh Babu, Non-Executive Director

She is one of the Promoters of the Company and has been appointed as the Non-Executive Non-Independent Director of the Company with effect from 29^th May, 2018. She is also the Managing Director of Mukesh Babu Securities Limited, Company's Subsidiary since 1997 and has extensive expertise and experience of over 3 decades in the field of Stocks & Shares, Investment Banking and Merchant Banking. She is a member of the Nomination & Remuneration Committee and Corporate Social Responsibility Committee.

Mr. Manish Kumar Shah, Independent Director

Mr. Manish Kumar Shah is a seasoned businessman with over 30 years of experience and serves as an Independent

Director on the Company's Board during the period under review. He brings over 20 years of expertise in the Company's business sector and is involved with the boards of several companies engaged in manufacturing, trading, import/export, and other industries.

With over 30 years of experience in capital markets and investment, he offers a keen and insightful perspective on the Indian economy and macroeconomic conditions across industries. He serves as an Independent

Director on the Company's Board.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in their meeting held on August 09, 2024 has appointed Mr. Chetan M. Tamboli, Mr. Subhash Dave and Mr. Mayank Soti as the additional directors of the Company under the category of Independent Director. The term of their appointment as an Independent Director will be for a period of 5 years and the appointment is subject to the approval of shareholders.

Necessary resolution for their appointment is recommended to the Shareholders for their approval.

Mr. Manish Kumar Shah (DIN: 00233238) has resigned from his position as Independent Director of the Company, effective August 20, 2024, for personal reasons.

The Board acknowledges and appreciates his contributions during his tenure.

Also, the second tenure of Independent

Directors, Mr. Pankaj Majithia and Mr. Vijay Vora is getting over on September 29, 2024.

In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mr. Mukesh Babu (DIN: 00224300) retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for reappointment. The Board recommends his re-appointment.

Mr. Mahesh Thakar has replaced Ms. Sarika Pandya, as CFO of the Company w.e.f December 01, 2023.

During the year ended 31^st March 2024, six (6) Board meetings were held and the gap between two consecutive Board Meetings did not exceed 120 days and at least one meeting was held in each quarter.

The Board has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and have their names registered in the Independent Director's Databank.

Nomination and Remuneration Committee has laid down various criteria for performance evaluation of Independent Directors which, inter-alia, includes preparedness and attendance at the meetings, understanding of

Company's operations and business and contribution at Board Meetings through

Pursuant to the provisions of Section 203 of the Act read with the rules made there under, the following employees are the whole time key managerial personnel of the Company:

1. Mr. Mukesh Babu Managing Director

2. Mr. Mahesh Thakar Chief Financial Officer

3. Ms. Nupur Chaturvedi Company Secretary, Group Head-Legal & Compliance & Compliance Officer

The details of the constitution and meetings of the Board and its Committees held during the year are provided in the Corporate Governance Report which forms part of this Annual Report.

which the Board satisfy itself with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed in the Company.

Pursuant to Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, every Independent Director on the Board is familiarized by the Executive Directors/ Senior Managerial Personnel about the Company's strategy, operations, organization structure, human resources, quality, finance and risk management at each Board Meeting before taking up the agenda items for discussion.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/ her role, functions, duties and responsibilities as a director. The terms and conditions of letter of appointment is available on the

Company's website at https://mbfsl.com/corporate-governance-policies/.

Pursuant to the provisions of Section 178(2) of the Companies Act, 2013 read with Clause VIII of Schedule IV to the Companies Act, 2013 and the requirements laid down under Schedule II on Corporate Governance of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; the Nomination and Remuneration Committee has framed Policy for evaluation of performance of the Board, its committees and individual Directors The Policy inter alia provides the criteria for evaluation of performance such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking and relationship with the stakeholders, corporate governance practices, contribution of the Committees to the Board in discharging its functions, etc. During the year under review, a meeting of Independent Directors was held on 9^th May 2023 to carry out annual evaluation of the performance of the Board, its committees and of individual directors. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a Nomination & Remuneration Policy on director's appointment and remuneration criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178. The Nomination & Remuneration Policy of the Company is available on the

Company's website: https://mbfsl.com/corporate-governance-policies/.

The Company is determined to maintain a good corporate governance practice and has a robust system for smooth and effective functioning of the Board. Various policies have been framed by the Board of Directors as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in order to follow a uniform system of procedures. These policies are periodically reviewed and updated by the Board of Directors of the Company from time to time.

Following is some of the major policies adopted by the Company:

1. Code for Insider Trading Policy

2. Nomination & Remuneration Policy

3. Policy for determination of Material Subsidiary

4. Policy on materiality of Related Party Transactions

5. Policy on dealing with Related Party Transactions

6. Whistle Blower Policy

7. Document Retention and Archival Policy

8. Code for Directors and Senior Managerial Personnel

9. Policy on evaluation of Directors

10. Policy on prevention of Sexual

Harassment of Women at Workplace The aforementioned policies are available on the website of the Company and can be accessed at https://mbfsl.com/corporate-governance-policies/.

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors to the best of their ability & knowledge hereby confirm that- (a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed from time to time and no material departures have been made from the same;

(b) 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 as at March 31, 2024 and of the profit and loss of the Company for that period;

(c) they had taken 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;

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

(e) they, have laid down internal financial controls to be followed by the Company and that they are adequate and are operating effectively and

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

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

At the 37^th Annual General Meeting of the Company held on 28^th September 2022, the members of the Company have appointed M/s. Chaitanya C. Dalal

& Co., Chartered Accountants (FRN.101632W) as the Statutory Auditors of the Company for a term of period of 5 (five) years up to the conclusion of 42^nd Annual General Meeting to be held in financial year 2026-2027 without the requirement of further ratification by the members.

The Auditors Report annexed to the Financial Statements does not contain any qualification, reservation or adverse remark or disclaimer.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors in its meeting held on 26^th May 2023 appointed CS V. V. Chakradeo of M/s. V. V. Chakradeo & Co., Practicing Company Secretaries (FCS: 3382/ COP: 1705) to carry out the audit of secretarial records of the Company for the financial year 2023-24. The consent of the Secretarial Auditor to undertake the secretarial audit for the financial year ended 31^st March 2024 has been received by the Company.

The Secretarial Audit Report of the Company and its material unlisted subsidiary Mukesh Babu Securities Limited is annexed to this report as

Annexure D.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

As required under the Regulation 24A of SEBI (Listing Obligations and Disclosure & Requirements) Regulations, 2015, the Secretarial Compliance Report of Mukesh Babu Financial Services Limited and its material unlisted subsidiary Mukesh Babu Securities Limited for the financial year ended 31^st March, 2024 is provided as Annexure E.

The Statutory Auditors of the Company have not reported any instances of fraud

in the Company during the year under review as specified under the Section 143(12) of the Companies Act, 2013.

The Directors state that the Company has duly followed applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to

‘Meetings of the Board of Directors' and ‘General Meetings' respectively. The

Secretarial Auditor in his Secretarial Audit report confirms the same.

In compliance with section 134(3)(a), the annual return referred to in subsection (3) of section 92 has been placed on the website of the Company at https://mbfsl.com/annual-reports/.

Maintenance of Cost Records and requirement of Cost Audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013, is not applicable to our Company.

Pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, a Statement showing names & other particulars of the employees are provided under Annexure - F to this report.

During the year under review, the Company does not have any employee who is drawing remuneration of

1,02,00,000/- per annum or

8,50,000/- per month as stipulated in the Act and the rules made thereunder. Hence, there are no disclosures required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

In compliance with Regulations 17 to 27 and 34 read with Schedule V of SEBI (Listing Obligations and Disclosure & Requirements) Regulations, 2015, as applicable, the Corporate Governance Report is given in Annexure G and forms part of the Annual Report. Auditors Certificate on Corporate Governance from Statutory Auditors of the Company is annexed in

Annexure H.

The Certificate on Compliance with Code of Conduct duly signed by the Managing Director of the Company for the year ended 31^st March 2024 regarding compliance by the Board members and senior management personnel with Company's Code of

Conduct is covered thereto.

The Company has in place a succession planning framework to address anticipated, as well as unscheduled changes in leadership. The plan is revisited, re-evaluated, and updated every year.

The particulars regarding Conservation of Energy and Technology Absorption are not furnished since the Company is not a manufacturing entity. During the financial year under review, the Company did not have any foreign exchange earnings and outgo.

The Management Discussion and Analysis annexed to this Report as

Annexure I, forms the integral part of this report and covers, amongst other matters, the performance of the Company during the financial year under review as well as the future prospects.

The Company does not have any scheme or provision of money for the purchase of or subscription to its own shares by the employees/ Directors or by trustees for the benefit of the employees/ Directors.

The Company has published the statutory disclosures in the print version of the Annual Report along with the Notice of the AGM. Electronic copies of the Annual Report 2023-24 and Notice of the 39^th Annual General Meeting are being sent through electronic mode to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, the Company has been exempted under the General Circular No.14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 02/ 2020 dated May 5, 2020 and General Circular No. 02/2021 dated January 13, 2021 and General Circular No. 02/ 2022 dated May 5, 2022, General Circular No. 10/2022 dated December 28, 2022 and General Circular No. 09/2023 dated September 25, 2023 (the "MCA Circulars") for any physical delivery of AGM Notice and Annual Report of the Company.

However as per SEBI Circular dated May 13, 2022, the Company shall send the physical copy of the Annual Reports to all the Shareholders who have registered their request for the same.

Members may note that the Notice and Annual Report 2023-24 will also be available on the Company's website https://mbfsl.com/annual-reports/and website of the Stock Exchange, i.e. BSE Limited atwww.bseindia.com.

The Certificate from Mr. Mukesh Babu, Managing Director and Mr. Mahesh Thakar, Chief Financial Officer with regard to the financial statements and other matters as stated in the Compliance Certificate has been furnished, mandated under the Part B under the Schedule II on Corporate Governance under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, in

Annexure J.

None of the directors of the Company has been debarred or disqualified from being appointed or continuing as directors by Securities and Exchange

Board of India/Ministry of Corporate Affairs or any such authority. A Certificate to this effect, duly signed by a Practicing Company Secretary is appended to this Report in Annexure - K.

Neither any application has been made nor is any proceeding pending under the IBC, 2016.

The company has not made any onetime settlement against the loans obtained from Banks and Financial Institution during the financial year.

43. ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their gratitude for the valuable guidance and continued support extended by the Securities Exchange Board of India, Reserve Bank of India, Bombay Stock Exchange, Ministry of Corporate Affairs, other government authorities, Banks and other stakeholders. Your directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

Form 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 including certain arm's length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm's length basis -

The Company has not entered into any transaction with related parties which were not on an arm's length basis.

2. Details of material contracts or arrangement or transactions at arm's length basis:

The Company has not entered into any material contracts or transactions with related parties during the financial year 2023-24.

1. Brief outline on CSR Policy of the Company:

The CSR Policy of the Company is the guiding document to optimally allocate, manage and supervise prescribed CSR funds of the Company. The CSR initiatives undertaken by the Company as per the policy mainly focus on providing education especially among children, women, elderly and the differently-abled; eradicating hunger, poverty and malnutrition; promoting health care.

2. Composition of CSR Committee:

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company: https://mbfsl.com/corporate-governance-policies/.

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report)- N.A.

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any: Nil

6. a) Average net profit of the company as per section 135(5). 10,491 Thousand

b) Two percent of average net profit of the company as per section 135(5) : 210

Thousand c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: 0 d) Amount required to be set off for the financial year, if any: 0 e) Total CSR obligation for the financial year (7a+7b-7c)- 210 Thousand 7. a) CSR amount spent or unspent for the financial year:

b) Details of CSR amount spent against ongoing projects for the financial year: Nil

c) Details of CSR amount spent against other than ongoing projects for the financial year:

d) Amount spent in Administrative Overheads-0 e) Amount spent on Impact Assessment, if applicable-0 f) Total amount spent for the Financial Year (8b+8c+8d+8e)-6,50,000 g) Excess amount for set off, if any- 4,40,000

8. a) Details of Unspent CSR amount for the preceding three financial years: Not Applicable

b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): Not Applicable

9. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details)- NIL a) Date of creation or acquisition of the capital asset(s). b) Amount of CSR spent for creation or acquisition of capital asset. c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc. d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset). 10. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5)- Not applicable

[Pursuant to section 204 (1) of the companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Mukesh Babu Financial Services Limited, Mumbai

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to corporate practices by Mukesh Babu Financial Services Limited (hereinafter called ‘the Company') for the audit period covering the Financial Year ended 31^st March 2024. Secretarial audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the

Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, we hereby report that in our opinion the Company has during the audit period covering the financial year ended on March 31, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper board-processes and compliance mechanism in place to the extent in the manner and subject to the reporting made hereinafter:

We have examined the books papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2024 according to the provisions of:

i) The Companies Act, 2013 (‘the Act') and the rules thereunder; ii) The Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment; iii) The Securities Contracts

(Regulation) Act, 1956(‘SCRA') and the rules made there under (to the extent applicable); iv) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under (to the extent applicable); v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of

India Act,1992 (‘SEBI Act') (to the extent applicable):- a. The Securities and Exchange

Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2013; b. The Securities and Exchange

Board of India (Prohibition of Insider Trading) Regulations, 1992; c. The Securities and Exchange

Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; d. The Securities and Exchange

Board of India (Depositories and Participants) Regulation, 2018. vi) All applicable Labour Laws; vii) Bombay Shop & Establishment Act,1948; viii) Indian Contract Act,1872; ix) Income Tax Act, 1961 and Indirect Tax Laws. We have also examined compliance with the applicable clauses of the following: i. Secretarial Standards issued by the

Institute of Company Secretaries of India. ii. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. We further report that: The Board of Directors of the Company is duly constituted with the proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the board of directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meeting and agenda and detailed notes on agenda were sent at least seven days in advance and system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for the meaningful participation at the meeting.

Majority decision is carried through and as informed, there were no dissenting members' views and hence not recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

To,

The Members,

Mumbai

My report of even date is to be read along with this letter:

1. Maintenance of secretarial record is responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about correctness of the contents of the secretarial record. The verification was done on test basis to ensure that the correct facts are reflected in secretarial records. I believe that the practices and processes, I followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. Wherever required, I obtained management representation about the compliance of laws, rules, regulations, norms and standards and happening of events.

5. The compliance of the provisions of the Corporate and other laws, rules, regulations, norms and standards is the responsibility of the management. My examination was limited to the verification of procedure on test basis.

6. The secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

7. I have reported in my audit report, only those non compliances, especially in respect of filing of applicable forms/ documents, which in my opinion are material and having major bearing on the financials of the Company.

[Pursuant to section 204 (1) of the companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Mukesh Babu Securities Limited, Mumbai

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to corporate practices by Mukesh Babu Securities Limited (hereinafter called ‘the Company') for the audit period covering the Financial Year ended March 31, 2024. Secretarial audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the

Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, we hereby report that in our opinion the Company has during the audit period covering the financial year ended on March 31, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper board-processes and compliance mechanism in place to the extent in the manner and subject to the reporting made hereinafter:

We have examined the books papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2024 according to the provisions of: i) The Companies Act, 2013 ( ‘the Act') and the rules thereunder; ii) The Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment; (to the extent applicable) iii) The Securities Contracts

(Regulation) Act, 1956(‘SCRA') and the rules made there under;(to the extent applicable) iv) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of

India Act,1992 (‘SEBI Act'):-(to the extent applicable) a. The Securities and Exchange

Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2013; b. The Securities and Exchange

Board of India (Prohibition of Insider Trading) Regulations, 1992; c. The Securities and Exchange

Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;(to the extent applicable) d. The Securities and Exchange

Board of India (Depositories and Participants) Regulation, 2018.(to the extent applicable)

vi) All applicable Labour Laws; vii) Bombay Shop & Establishment Act,1948; viii) Indian Contract Act,1872; ix) Income Tax Act, 1961 and Indirect Tax Laws.

We have also examined compliance with the applicable clauses of the following: i. Secretarial Standards issued by the

Institute of Company Secretaries of India. ii. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015(to the extent applicable)

We further report that:

The Board of Directors of the Company is duly constituted with the proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the board of directors that took place, if any during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meeting and agenda and detailed notes on agenda were sent at least seven days in advance and system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for the meaningful participation at the meeting.

Majority decision is carried through and as informed, there were no dissenting members' views and hence not recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

To,

The Members,

Mumbai

My report of even date is to be read along with this letter:

1. Maintenance of secretarial record is responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about correctness of the contents of the secretarial record. The verification was done on test basis to ensure that the correct facts are reflected in secretarial records. I believe that the practices and processes, I followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. Wherever required, I obtained management representation about the compliance of laws, rules, regulations, norms and standards and happening of events.

5. The compliance of the provisions of the Corporate and other laws, rules, regulations, norms and standards is the responsibility of the management. My examination was limited to the verification of procedure on test basis.

6. The secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

7. I have reported in my audit report, only those non compliances, especially in respect of filing of applicable forms/ documents, which in my opinion are material and having major bearing on the financials of the Company

Secretarial Compliance Report

We have conducted a review of the compliance of the applicable statutory provisions and the adherence to good corporate practices by Mukesh Babu Financial Services Limited ("the listed entity") and its material unlisted subsidiary Mukesh Babu Securities Limited (hereinafter referred as ‘the listed entity'), having its

Registered Office at 111, Maker Chamber

- III, 223 Nariman Point, Mumbai 400021.

Secretarial Review was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the listed entity's books, papers, minutes books, forms and returns filed and other records maintained by the listed entity and also the information provided by the listed entity, its officers, agents, and authorized representatives during the conduct of Secretarial Review. We hereby report that in our opinion, the listed entity and its material subsidiary has, during the review period covering the financial year ended on March 31, 2024, complied with the statutory provisions listed hereunder and also that the listed entity has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined:

(a) all the documents and records made available to us and explanation provided by Mukesh Babu Financial Services Limited

("the listed entity") and its material unlisted subsidiary

Mukesh Babu Securities Limited;

(b) the filings/ submissions made by the listed entity to the stock exchange; (c) website of the listed entity; (d) any other document/ filing, as may be relevant, which has been relied upon to make this certification;

for the year ended 31^st March 2024

("Review Period") in respect of compliance with the provisions of:

(a) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and

(b) the Securities Contracts

(Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India

("SEBI");

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include: -

(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018:NA

(e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021:NA

(f) Securities and Exchange Board of India (Issue and Listing of Non-

Convertible Securities) Regulations, 2021: NA.

(g) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (h) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018: (i) other regulations as applicable

and circulars/ guidelines issued thereunder;

and based on the above examination, we hereby report that during the review period compliance status of the listed entity is appended as below:

*Observations/Remarks by PCS are mandatory if the Compliance status is provided as ‘No' or ‘NA'

1.

(a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below: -

NIL

(b) The listed entity has taken the following actions to comply with the observations made in previous reports: NA

Assumptions & limitations of scope and review:

1. Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity;

2. Our responsibility is to certify based upon our examination of relevant documents and information. This is neither an audit nor an expression of opinion.

3. We have not verified the correctness and appropriateness of financial Records and Books of Accounts of the listed entity.

4. This Report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity.

(Read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. The Board affirms that the remuneration paid is as per the Remuneration Policy of the Company.

2. The ratio of the remuneration of each Director to the median remuneration of employees of the Company for the Financial Year 2023-24:

3. The percentage increase in remuneration of each Director, CFO, CEO, CS or manager, if any, in the Financial Year:

4. The percentage change in the median remuneration of employees in the Financial Year is: 43.61 %

5. Average percentage increase in the salaries of employees other than the managerial personnel in the last financial year was 132.90% whereas the increase in the managerial remuneration was 6.02%.

6. The number of permanent employees on the rolls of the company: 09.