Mangal Credit & Fincorp Ltd

Dear Shareholders,

The Board of Directors of Mangal Credit and Fincorp Limited ("the Company") have great pleasure in presenting the 62^nd Annual Report along with the Audited Financial Statements for the Financial Year ended 31^st March, 2024.

1. FINANCIAL HIGHIGHTS

The key highlights of the audited financial statements of your Company for the financial year ended 31^st March, 2024 and comparison with the previous financial year ended 31^st March, 2023 are summarised below;

(Rs in Lakhs except EPS)

2. REVIEW OF OPERATIONS

• Total Revenue increased to Rs 3327.49 Lakhs in FY 2023-24 from Rs 2139.98 Lakhs in FY 2022-23.

• Interest Income from operations increased to

Rs 3215.28 Lakhs in FY 2023-24 from Rs 1996.49 Lakhs in FY 2022-23.

• Profit after tax (PAT) before OCI increased to

1054.59 Lakhs in FY 2023-24 compared to Rs 791.35 Lakhs in FY 2022-23.

• Loan assets under management (AUM) increased by 43 % y-o-y to Rs 22870 Lakhs in FY 2023-24 compared to 16043 Lakhs in FY 2022-23.

• Net Interest Income (NII) increased by 45% to

2370 Lakhs in FY 2023-24 compared to 1635 Lakhs in FY 2022-23.

GNPA increased to 1.31% in FY 2023-24 as compared to 1.29 % in FY 2022-23.

NNPA is increased to 0.75 % in FY 2023-24 as compared to 0.74% in FY 2022-23.

3. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any subsidiary(ies), joint venture(s)/associate company(ies) within the meaning of Section 2(6) and 2(87) of the Companies Act, 2013 ("the Act") as at the end of the financial year 2023-24.

4. DIVIDEND

The Board of Directors of the Company have at their meeting held on 7^th May, 2024, recommended final dividend @ 6% on equity shares i.e. 0.6/- per equity share of the face value of 10/- each for the financial year 2023-24. The dividend payment is subject to approval of members at the ensuing Annual General Meeting.

The dividend would be paid to all the equity shareholders, whose names would appear in the

Register of Members / list of Beneficial Owners on the Record date fixed for this purpose.

Pursuant to the provisions of the Finance Act, 2020, dividend income will be taxable in the hands of the shareholders w.e.f. 1^st April, 2020 and accordingly the Company would be required to deduct tax at source ("TDS") from such dividend at the prescribed rates under the Income Tax Act, 1961. All the required details regarding TDS on dividend are forming part of the Notice of 62^nd AGM which forms part of this Annual Report.

As your Company is not falling under 1000 top listed entities, Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015, (“SEBI Listing Regulations”) is not applicable to the Company.

5. TRANSFER TO STATUTORY RESERVES

Pursuant to the requirement of Section 45-IC of the

Reserve Bank of India Act, 1934, an amount of 210.92 Lakhs (previous year ended 31^st March, 2023 was 158.27 Lakhs) was transferred to statutory reserve fund.

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

6. CHANGES IN SHARE CAPITAL

During the year, your Company has allotted 2,50,000 Equity shares on Preferential Basis to Mr. Hardik Jain, Promoter and Executive director of the Company. Post allotment of the aforesaid equity shares, the total issued, subscribed and paid-up share capital of the Company as of 31^st March, 2024, stood at 19,56,39,860 /- comprising 1,95,63,986 equity shares of 10/- each. The new equity shares issued shall rank pari-passu with the existing equity shares of the Company in all respects.

7. PEREFERENTIAL ALLOTMENT

During the year, your Company has allotted 15,50,000 Convertible Equity Warrants (‘warrants') along with 2,50,000 Equity shares (‘shares') on Preferential basis to Mr. Hardik Jain, Promoter and Executive Director of the Company, at the price of 110/- per warrant (including premium of 100/- per warrant).

The Company received upfront payment of 25% of warrants allotted at the time of subscription, from the said allotted. As per terms of issue of warrants, the warrant holder shall deposit the balance 75% for conversion of warrants into equity shares while exercising right to subscribe.

The Company has also received the trading approval from BSE Limited on 12^th April, 2024 for the said shares allotted. The proceeds of the preferential allotment have been utilised by the Company for object stated in the offer letter and explanatory statement forming part of the Notice of Extraordinary General Meeting held on 15^th February, 2024.

8. RECLASSIFICATION OF PROMOTER INTO PUBLIC CATEGORRY

During the year under review, your Company had received a request from Shree Jaisal Electronics and

Industries Limited under Regulation 31A of the SEBI Listing Regulations for Reclassification of Promoter

Shareholders to Public Shareholders. Accordingly, the Company received an approval on 10^th November, 2023 from BSE Limited for the said reclassification and the same was implemented forthwith.

9. BORROWINGS AND REPAYMENT OF TERM LOANS

Your company being a Non-Banking Financial

Company is required to raise funds for its business requirements. During the year under review, your Company has raised fresh secured term loans, Working Capital Demand Loans, Inter Corporate Loans of 63.11 Crore from banks for an average tenor of 6 to 36 Months.

As far as repayment of term loan and inter corporate loans are concerned, your Company has repaid 17.23 Crore, 12.61% of total outstanding term loans as of 31^st March, 2024.

During the year under review, your Company has redeemed, 95 Nos. Senior, Secured, Unlisted,

Redeemable, Non-Convertible Debentures each having a face value of 5,00,000/- (bearing ISIN INE545L07028), on 23^rd February, 2024, and also undertook premature redemption of 45 Nos. Senior,

Secured, Unlisted, Redeemable, Non-Convertible

Debentures each having a face value of 5,00,000/- (bearing ISIN INE545L07010) on 20^th March, 2024, which were maturing on 23^rd February, 2025.

Your Company's Capital Adequacy Ratio, as of 31^st March, 2024, stood at 47.23 % (Tier I Capital to Risk Weighted Assets Ratio), which is well above the regulatory requirement of 15% as prescribed by the

RBI for NBFCs.

Being a non-deposit taking Non-Banking Finance Company, your Company has not accepted any deposits from the public within the meaning of the provisions of Non-Banking Financial Companies Acceptance of Public

Deposits (Reserve Bank) Directions, 2016.

Your Company's financial discipline and prudence are reflected in the strong credit rating ascribed by CRISIL Ratings Limited. CRISIL Ratings has assigned a CRISIL BBB/Stable (pronounced as CRISIL triple B rating with stable outlook) as stated below:

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

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

A certificate from M/s. Vijay S. Tiwari & Associates, Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance as prescribed under the SEBI Listing

Regulations is annexed to the Corporate Governance Report.

On the recommendation of Nomination and

Remuneration Committee (NRC), the Board has framed a Remuneration Policy. This policy, inter alia, provides; a) The criteria for determining qualifications, positive attributes and independence of directors; and b) Policy on remuneration of directors, key managerial personnel and other employees.

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

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

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

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

The details of the Familiarisation Programme along with the number of hours spent by each of the Independent Directors during the Financial Year

2023-24 is explained in the Corporate Governance Report. The same is also available on the website of the Company under the web link https:// mangalfincorp.com/investerZone.aspx

The Board of your Company comprised of eminent persons with proven competence and integrity. Besides the experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparations. In terms of requirement of the SEBI

Listing Regulations the Board has identified core skills, expertise and competencies of the Directors in the context of the Company's businesses for effective functioning, which are detailed in the Corporate Governance Report.

As on 31^st March 2024, the Board of Directors of your Company comprises 8 (Eight) Directors of which 1 (One) is Non-Executive Non Independent Director, 4 (Four) are Non-Executive Independent Directors and

3 (Three) are Executive Directors. The Chairman is an Executive Director. The Board composition is in compliance with the requirements of the Act, the

SEBI Listing Regulations and the circulars / directions / notifications issued by the RBI (“RBI Directions"). Detailed composition of the Board of Directors has been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Board's Report. Consequently, the Board underwent the following changes:

All appointments of Directors are made in accordance with the relevant provisions of the Act,

SEBI Listing Regulations, the RBI Directions and other laws, rules, guidelines as may be applicable to the Company. The Nomination & Remuneration Committee (“NRC”) exercises due diligence inter-alia to ascertain the ‘fit and proper' person status of person proposed to be appointed on the Board of Directors of the Company, and if deemed fit, recommends their candidature to the Board of Directors for consideration.

During the year under review,

- Ms. Nirupama Charuhas Khandke (DIN:

01605060) ceased to be Independent Director with effect from 27^th December, 2023.

- Mr. Hardik Meghraj Jain (DIN: 07871480) was appointed as an Executive Director of the Company with effect from 10^th January, 2024 and same was regularised by the members of the Company by passing special resolution at the Extra Ordinary General meeting held on 15^th February, 2024.

- Ms. Vineeta Piyush Patel (DIN: 07151087) was appointed as an Independent Director of the Company with effect from 10^th January, 2024 and same was regularised by the members of the Company by passing special resolution at the Extra Ordinary General meeting held on 15^th February, 2024.

In accordance with the provision of Section 152(6) of the Act, Mr. Nilesh Jain (DIN: 08788781) designated as Executive Director and Chief Financial Officer of the Company and Mr. Sujan Sinha (DIN- 02033322) Non- Executive Non Independent Director of the Company shall retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment. The Board recommends the same for the approval of the shareholders.

The necessary resolutions for reappointment of Mr. Nilesh Jain and Mr. Sujan Sinha form part of the Notice convening the Annual General Meeting. The profile and particulars of experience that qualify Mr. Nilesh Jain and Mr. Sujan Sinha for Board membership, are disclosed in the Notice convening ensuing Annual General Meeting.

During the year, Mr. Manish Rathi ceased to be Chief

Executive Officer of the Company with effect from 30^th September, 2023.

Further, Mr. Chirag Parmar was appointed as Company Secretary and Compliance Officer of the Company with effect from 7^th November, 2023, in place of Ms. Bhavika Mehta who resigned as Company Secretary and Compliance Officer of the Company with effect from 30^th September, 2023.

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

Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the

Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of

Directors) Rules, 2014, as amended by Ministry of

Corporate Affairs ("MCA") vide its Notification dated 22^nd October, 2019, regarding the requirement relating to enrolment in the data bank created by MCA for Independent Directors, had been received from all Independent Directors.

Based on the declarations and confirmations received in terms of the provisions of the Act, the

SEBI Listing Regulations and the RBI Directions none of the Directors on the Board of your Company are disqualified from being appointed as Directors. A certificate from M/s. Vijay S. Tiwari & Associates, Practicing Company Secretary, confirming that none of the Directors on the Board of the Company as on 31^st March, 2024 have been debarred or disqualified from being appointed or continuing as Director on the Board of the Company by the Securities and Exchange Board of India, the Ministry of Corporate Affairs or any such statutory authority forms part of the Corporate Governance Report which is annexed to and forms an integral part of this Directors' Report.

Your Company has formulated a code of conduct for

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

The Board meets at regular intervals to discuss and decide on the Company's business policy and strategy apart from other Board businesses. The Board exhibits strong operational oversight with regular presentations in quarterly meetings. The Board meetings are pre-scheduled well in advance to help them plan their schedule and ensure meaningful participation in the meetings. Only in case of special and urgent business, if the need arises, the Board's approval is taken by passing resolutions through circulation as permitted by law. The agenda for the Board meetings includes detailed notes on the items to be discussed to enable the Directors to make an informed decision. The Board of Directors of the Company met 7 (Seven) times during the financial year 2023-24. The details of the Board meetings and the attendance of the Directors are given in Corporate Governance Report, which forms part of this Annual Report.

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

The Board of Directors, in compliance with the requirements of various laws applicable to the

Company and for operational convenience, has constituted several committees of the Board to deal with specific matters and has delegated powers for different functional areas to different committees. The Board of Directors has constituted mandatory and non-mandatory committees viz. Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Internal Complaints

Committee(s), Asset Liability Management Committee

/ Risk Management Committee, Investment Committee, Corporate Social Responsibility

Committee and Loans and Advance Committee. Details of all the statutory committees such as composition, terms of reference, number of meeting(s) held and attended by respective member(s) have been provided in the Corporate

Governance Report which is annexed to and forms an integral part of this Annual Report.

Pursuant to the provisions of sub-section (5) of Section 134 of the Act, and to the best of our knowledge and belief and according to the information and explanations obtained by us, the Directors hereby confirm that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit of the Company for that year; c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the directors have prepared the annual accounts on a going concern basis; e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

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

In terms of the requirement of Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations, during the separate meeting of Independent Directors, the performance of the Non-Independent Directors including the Chairman and the Board, was evaluated as a collective entity.

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

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

Pursuant to Sections 92 and Section 134(3) of the

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

Your Company has in place sophisticated internal control structures proportionate to the size, scope and complexity of operations of the Company. During the year, M/s. VAY & Associates, resigned as Internal

Auditor of the Company with effect from 1^st February, 2024, due to pre-occupation in other assignments and in order to fill such casual vacancy of Internal

Auditor, M/s. Anand R. Chandak & Company,

Chartered Accountant were appointed as an Internal auditor of the company with effect from 2^nd February, 2024.

Internal audits are conducted on a regular basis to review and ensure that responsibilities are duly carried out efficiently. It provides an independent view to the Board of Directors, the Audit Committee and the senior management on the quality and impact of Internal Controls, Internal Control systems and processes. Internal auditor monitors and assesses the effectiveness and adequacy of our Company's internal control mechanisms.

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

In compliance of the Discretionary Requirements stipulated under Regulation 27 (1) read with Part E of Schedule II of the SEBI Listing Regulations, Internal

Auditor reports directly to the Audit Committee before submitting to the Board of Directors.

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

Matrices, etc.

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

During the 61^st Annual General Meeting of the Company, M/s. Bhagwagar Dalal & Doshi, Chartered

Accountants, (FRN: 128093W) have been appointed as the Statutory Auditors of the Company for a period of 5 (Five) years to hold office from the conclusion of 61^st Annual General Meeting till the conclusion of 66^th Annual General Meeting of the Company on the remuneration to be determined by the Board of

Directors. The Statutory Auditors have not been disqualified in any manner from continuing as Statutory Auditors.

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

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of

Directors of the Company has appointed M/s. Vijay S. Tiwari & Associates, Practicing Company Secretaries to conduct the Secretarial Audit for the

FY 2023-24.

The Secretarial Audit Report confirms that the

Company has complied with the provisions of the

Act, Rules, SEBI Listing Regulations and Guidelines and that the report does not contain any qualification.

The Secretarial Audit Report along with Annual Secretarial Compliance Report obtained under Regulation 24A of the SEBI Listing Regulations for the financial year ended 31^st March, 2024 are annexed herewith as Annexure B and Annexure C respectively.

As your company is registered under the provisions of Reserve Bank of India Act, 1934 as Non-Banking

Financial Company, maintenance of cost records and requirement of cost audit stipulated under the provisions of Section 148(1) of the Act are not applicable in respect of the business activities carried out by the Company.

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

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

In terms of the requirements stipulated under the

Master Direction Reserve Bank of India (Non-

Banking Financial Company – Scale Based

Regulation) Directions, 2023, particulars about the gold loans auction conducted during the financial year for the pledged gold ornaments which have not been redeemed within the tenure of the loan as specified under the terms and conditions of the respective loan accounts, are as follows;

The Board of Directors of the Company has formed a

Risk Management Committee under RBI Scale based Regulations to frame, implement and monitor the risk management plan of the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Committee considers the risks that impact the mid-term to the long-term objectives of the business, including those reputational in nature. The Audit Committee has additional oversight in the area of financial risks and controls. The Risk Management Policy is available on the website of the Company at https://mangalfincorp. com/investerZone.aspx

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

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

In terms of the provisions of the Act, SEBI Listing

Regulations and the directions issued by RBI, from time to time, your company has in place “Related

Party Transactions Policy" and same can be access on the Company's website at its weblink i.e. https:// mangalfincorp.com/investerZone.aspx

During the financial year, all the related party transactions were entered at arm's length basis and in the ordinary course of business, the particulars of such transactions are disclosed in the notes to the financial statements. There were no material significant related party transactions entered into by the Company with Promoters, Directors or Key

Managerial Personnel etc. which may have potential conflict of interest with the Company at large.

All the related party transactions are presented to the Audit Committee for prior approval. A statement of all related party transactions is presented before Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transactions. During the year under review, your Company had not entered into any related party transactions covered within the purview of Section 188(1) of the Act, and accordingly, the requirement of disclosure of related party transactions in terms of Section 134(3)(h) of the Act in Form AOC – 2 is not applicable to the Company.

There are no material changes and commitments, have been occurred, affecting the financial position of the Company subsequent to the close of the FY

2023-24 till the date of this report.

Disclosures with respect to the remuneration of

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

Your Company being an NBFC and engaged in the financial services activities, its operations are not energy intensive, nor does it require adoption of specific technology and hence information in terms of Section 134(3)(m) of the Act read with the

Companies (Accounts) Rules, 2014 is not applicable to the Company.

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

In terms of Section 177(9) and Section 177(10) of the

Act and the SEBI Listing Regulations, the Board of

Directors have adopted a Whistle Blower Policy/Vigil Mechanism inter alia to provide formal mechanism to the Directors and employees of the Company to report their concerns to the Audit Committee of the Company and provide adequate safeguards against victimization of Director(s) or employee(s) who report genuine concerns under the mechanism.

Details of the Whistle Blower Policy/Vigil Mechanism have been provided in the Corporate Governance

Report and is available on the website of the Company at https://mangalfincorp.com/investerZone. aspx.

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a

‘Policy for prevention of Sexual Harassment at workplace' to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace

(Prevention, Prohibition & Redressal) Act, 2013 and the rules thereunder ("POSH Act"). The Company has complied with the provisions relating to the constitution of the Internal Committee under the POSH Act. During the year under review, no case of sexual harassment was reported to the Internal Committee ("IC"). The composition of IC is in accordance with POSH Act.

The Company is committed to provide conducive environment in which all individuals are treated with respect and dignity and promote a gender sensitive and safe work environment.

The Company has adopted a Code of Conduct for Prevention of Insider Trading and Code of Fair Disclosure of Unpublished Price Sensitive Information with a view to regulate trading in securities by the Directors and designated employees of the Company. The Company has also taken software containing structural digital database for maintaining names of persons with whom unpublished price sensitive information is shared. The software contains details of information shared and the names of such persons with whom information is shared under this regulation along with the Permanent Account Number.

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

During the financial year 2023-24, your Company has not offered any Employee Stock Options scheme to Employees. Hence, the disclosures with respect to ESOPs under the relevant provisions of the Act and SEBI Listing regulations are not applicable to the Company.

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

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

Disclosures in terms of Section 134(3) (o) and Section 135 of the Act read with the Companies

(Corporate Social Responsibility Policy) Rules, 2014, with respect to CSR activities undertaken by the

Company during the year under review have been provided at Annexure E to this Board's Report.

During the financial year 2023-24 no Acquisition,

Merger, Modernization and Diversification have taken place in your Company.

During the year under review, there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

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

During the year under review there were no significant material orders passed by the Regulators/

Courts/Tribunals against the Company which would impact the going concern status or its future operations.

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

As your Company is not falling under 1000 top listed entities, a Business Responsibility and Sustainability Report on the Environmental, Social and Governance is not applicable to the Company in accordance with the provisions of Regulation 34 of the SEBI Listing Regulations.

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

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

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

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

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

During FY 2023-24, there was no instance of one-time settlement with Banks or Financial Institutions. Therefore, as per rule 5(xii) of

Companies (Accounts) Rules, 2014, reasons of difference in the valuation at the time of onetime settlement and valuation done while taking loan from the Banks or Financial Institutions are not reported.

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

• The Company has not issued any Sweat equity shares or equity shares with differential voting rights during FY 2023-24

• In accordance with the provisions contained in

Section 136 of the Act and Regulation 34 of SEBI Listing Regulations, the Annual Report of the Company, containing Notice of the Annual General Meeting ("AGM"), Financial Statements,

Cash Flow Statement, Report of the Auditor's, Directors' Report, Corporate Governance Report thereon are available on the website of the Company at www.mangalfincorp.com

The Directors take this opportunity to express their appreciation to all stakeholders of the Company including the Reserve Bank of India, the Ministry of

Corporate Affairs, the Securities and Exchange Board of India, the Government of India and other

Regulatory Authorities, the Depositories, the BSE

Limited, Bankers, Financial Institutions, Members, and Customers of the Company for their continued support and trust. The Board further places on record its appreciation for the dedicated services rendered by the employees of the Company.