Master Trust Ltd

Dear Members,

The Board of Directors of your Company “Master Trust Ltd” (MTL) are pleased to present Thirty Ninth (39^th) Annual

Report of the Company along with the annual audited consolidated and standalone financial statement for the financial year ended 31 ^st March, 2024.

The summary of the consolidated and standalone financial results of the Company for the financial year ended 31st March, 2024 and the previous financial year ended31 ^st March, 2023 are given below: ( in million)

The Company's consolidated gross revenue from operations for FY 2023-24 was 5,005.30 million compared to 3,393.03 million in the previous year, increased by 47.52% over the previous year. The Company earned a consolidated net profit after tax of 1,080.84 million, increased by 64.04% as against a net profit after tax of 658.88 million in the previous year.

The Company's standalone gross revenue for

FY 2023-24 was 210.02 million, increased by 93.34% from the previous year's revenue of 108.63 million. The Company earned a net profit after tax of 83.04 million, increased by 46.10%, as against a net profit after tax of 56.84 million in the previous year.

The consolidated basic earnings per share for the current year increased to 49.68 per share as compared to 30.29 per share in the previous year and diluted earnings per share for the current year increased to 48.93 per share as compared to 30.29 per share in the previous year and the standalone basic earnings per share for the current year increased to 3.82 per share as compared to 2.61 per share in the previous year and diluted earnings per share for the current year increased to

3.76 per share as compared to 2.61 per share in the previous year. The face value of the shares of the Company is 5/- per equity shares.

There were no changes in the nature of business of the Company during the financial year ended

31^st March, 2024.

We have delivered profitable performance in

FY 2023-24 despite of market headwinds. Our strategy is to be focused on core business of the Company and Subsidiaries Companies, further strengthen the business model of the Company.

Our various spheres of business is on its way to achieve scale as we continue to invest in avenues which are beneficial for our growth. Our brand is now being recognised in India. Each of our business segments offer huge headroom for growth and we are well placed to benefit from this.

The Board of Directors has not recommended dividend for the financial year ended 31^st March, 2024.

During the period under review there was a net transfer of 16.61 million to Statutory Reserves.

The Management Discussion and Analysis Report for the year under review as required under Regulation

34 of SEBI (LODR) Regulations, 2015 is given as a separate statement forming part of the Annual Report.

Employees of the Company are not only considered to be the stakeholders in the corporate growth but also are the key drivers of its performance. The Company always endeavours to provide an environment that encourages talented professionals to perform to their fullest potential. The Company owes its success to its loyal and efficient human asset.

The Company believes that, by effectively managing and developing human resources, it can achieve its vision. It imparts specialised and technical training to its employees at regular intervals, which enrich their knowledge, skill and competency to perform their job effectively and efficiently. This also encourages employees to shoulder more responsibilities and take part in the growth of the Company's business.

Currently, there are 3 Board Committees as per the provision of Companies Act, 2013 and SEBI LODR

Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The terms of reference of the Board Committees are determined by the Board from time to time. Meetings of each Board Committee are convened by the Chairman of the respective Committees. The role and composition of these Committees are provided below:

The Company has a qualified and Independent

Audit Committee comprising of 3 non-executive Independent Directors viz. Mr. Rajiv Kalra, Mr. Ashwani Kumar and Mr. Ravinder Singhania, constituted in accordance with Regulation

18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013. The Committee is empowered with the powers as prescribed under the said Regulation 18 and Section 177 of the Companies Act, 2013. The Committee also acts in terms of reference and directions if any, as given by the Board from time to time.

No recommendation of the Audit Committee has been rejected by the Board of Directors of the Company during the period under review. Mr. Rajeev Kalra is the Chairman of the Committee.

Mr. Vikas Gupta, Company Secretary of the Company act as a Secretary to Audit Committee.

The Audit Committee discharges its functions and obligations on regular basis and on the occurrence of the events.

The Nomination and Remuneration Committee has been formed in compliance of Regulation

19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Section 178 of the Companies Act, 2013 comprising of 1 Non-Executive Non-Independent

Director and 2 Non-Executive independent Directors viz. Mr. Rajiv Kalra, Mr. Rajinder Kumar Singhania and Mr. Pavan Kumar Chhabra, out of which Mr. Rajinder Kumar Singhania is Non-Executive Non Independent Director.

Mr. Rajeev Kalra is the Chairman of the Committee.

The Stakeholders Relationship Committee has been formed in compliance of Regulation 20 of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 and pursuant to Section 178 of the Companies Act, 2013 comprising of 2 Non-Executive Non Independent

Directors and 1 Non-Executive independent

Directors viz. Mr. Rajinder Kumar Singhania, Mrs. Harneesh Kaur Arora and Mr. Rajiv Kalra, out of which Mr. Rajeev Kalra is Non-Executive independent Director.

Mr. Rajinder Kumar Singhania is the Chairman of the Committee.

In accordance with the provisions of

Section 152 of the Companies Act, 2013 and in accordance with the Articles of Association of the Company, Mr. Rajinder Kumar Singhania, Director of the Company, retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible offer himself for reappointment. Notice convening the Annual General Meeting includes the proposal for his re-appointment as the Director.

As on the date of this report, the Company's Board consists of the following Directors:-

Mr. Anil Bhatia (DIN: 00254117) has resigned from the post of Independent Director and membership and chairmanship of various committees w.e.f. 4^th August, 2023 (after closure of business hours). The Board is thankful to Mr. Anil Bhatia for spending such a long time with company and for his continuous guidance during his tenure as an Independent Director.

Mr. Ravinder Singhania (DIN: 00006921) has been appointed as Non-Executive and Independent

Director for first term of 5 years w.e.f. 4^th August, 2023 to 3^rd August, 2028, not liable to retire by rotation.

There is no change in the KMPs during the year under review and in terms of the provisions of Section

203 of Companies Act, 2013, Mr. Harjeet Singh Arora,

Managing Director, Mr. Vikas Gupta, Company

Secretary and Compliance Officer and Mr. Sunil Kumar, Chief Financial Officer are the KMPs of the

Company.

The Company has received declarations 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 (LODR) Regulations, 2015.

The Company has in place a familiarisation program for its Independent Directors. The objective of the program is to familiarise Independent Directors on our Board with the business of the Company, industry in which the Company operates, business model, challenges etc. through various programs which includes interaction with subject matter experts within the Company, meetings with our business leads and functional heads on a regular basis. The familiarisation program and other disclosures as specified under the Listing Regulations is available on the Company's website at: https://master-trust-strapi.s3.ap-south-1.amazonaws. com/FAMILIARISATION PROGRAM FOR INDEPENDENT

DIRECTORS 202305291309320822103 324416c60b.pdf

The Board of Directors of the Company met Seven (7) times during the year under review. The details of these Board Meetings are provided in the Report on Corporate Governance section forming part of the Annual Report. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.

These Board Meetings were held on 26^th May, 2023; 16^th June, 2023; 4^th August, 2023; 28^th August, 2023; 10th November, 2023; 18^th November, 2023; 6^th February, 2024.

The separate meeting of the Independent Directors of the Company in absence of non independent

Directors was also held on 10^th November, 2023 other than the Board Meetings mentioned.

Annual General Meeting of the Company for the Financial Year 2022-23 was held on 30^th September, 2023 and one Extra Ordinary General Meeting of the

Company held on 15^th December, 2023.

Pursuant to the provisions of the Companies Act,

2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular no SEBI/CFD/CMD/CIR/P/2017/004 dated 5th January, 2017, the Company has devised a formal process for annual evaluation of performance of the Board, its Committees and Individual Directors (“Performance Evaluation”) which include criteria for performance evaluation of Non-Executive Directors and Executive Directors as laid down by the Nomination and Remuneration Committee and the Board of Directors of the Company. It covers the areas relevant to the functioning as Independent Directors or other Directors, Member of the Board or Committee of the Board.

The above criteria for evaluation were based on the Guidance Note issued by Securities and Exchange Board of India (‘SEBI'). ln a separate Meeting, the Independent Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole. They also evaluated the performance of the Managing Director taking into account the views of Non-Executive Directors. The Nomination and Remuneration Committee reviewed the performance of the Board, its Committees and of the Directors.

The Board carried out annual performance evaluation of its own performance. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Committees. A consolidated report was shared with the Chairman of the Board for his review and giving feedback to each Director.

During the year under review, the Company did not accept any Deposit within the meaning of

Section 73 of the Companies Act, 2013 (“the Act”).

The Compliances as required under Chapter V of the Act is not applicable. Further the Company has no amount on account of principal or interest on deposits from the public was outstanding as on 31^st March, 2024.

The board of directors of the Company in its Board Meeting held on 18^th November, 2023 and thereafter the members in Extra ordinary General Meeting of the Company held on 15^th December, 2023 has approved the issue upto 28,50,000 (Twenty Eight Lakhs Fifty

Thousand) convertible warrants (“Warrants”), at a price of 350/- (Rupees Three Hundred Fifty only) per warrant, aggregating upto 99,75,00,000/- (Rupees Ninety Nine Crore Seventy Five Lakhs Only) (“Total Issue Size”), with a right to the warrant holders to apply for and be allotted 1 (One) fully paid-up equity share of the Company of face value 5.00/- (Rupees Five only), each at a premium of 345/- (Rupees Three Hundred Forty Five Only) per share for each

Warrant within a period of 18 (Eighteen) months from the date of allotment of Warrants, to persons / entity

(“Warrant Holder”/ “Proposed Allottees”) belonging to promoter group and non-promoter group of the Company on a preferential basis (“Preferential Issue”), out of which approx. 75% issued to promoters and approx. 25% issued to non-promoter group. The Company didn't notice any other material changes and commitments which have its impact in the financial position of the Company occurred in the financial year ended I.e. 31^st March, 2024 to which the financial statements relate.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE and Material Orders passed TherearenoSignificant by the Regulators or Courts or Tribunals that Impact the Going Concern Status and Company's Operations in Future for the year ended 31^st March, 2024.

Our Company prioritises maintaining high standards of Corporate Governance, recognising its role in promoting transparency, accountability, and credibility. We strictly adhere to SEBI's Corporate Governance requirements and have implemented best practices in board composition, independent directors, board committees, risk management, internal controls, ethical conduct, and stakeholder engagement.

As part of our Annual Report, we include a detailed Corporate Governance report as mandated by

Regulation 34 of SEBI Listing Regulations, 2015. This

Report provides insights into our governance structure, policies, and practices. Additionally, our auditors certify compliance with Corporate Governance norms, validating our adherence to prescribed standards. We aim to foster trust, integrity, and long-term sustainability by upholding strong governance standards, creating value and maintaining strong relationships with all stakeholders.

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 with respect to Directors'

Responsibility Statement, the Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) The Directors had prepared the annual accounts on a going concern basis; and (e) The Directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

The Shares of your Company are presently listed on the BSE Limited (BSE), Mumbai and the Annual Listing Fees for the year 2024-2025 has already been paid to it. The BSE has granted In-principal approval to Company on 23^rd January, 2024 for issue upto

28,50,000 (Twenty Eight Lakhs Fifty Thousand) convertible warrants (“Warrants”), at a price of

350/- (Rupees Three Hundred Fifty only) per warrant, aggregating upto 99,75,00,000/- (Rupees Ninety Nine Crore Seventy Five Lakhs Only) (“Total Issue Size”), with a right to the warrant holders to apply for and be allotted 1 (One) fully paid-up equity share of the Company of face value 5.00/- (Rupees Five only), each at a premium of 345/- (Rupees Three Hundred Forty Five Only) per share for each Warrant within a period of 18 (Eighteen) months from the date of allotment of Warrants, to persons / entity (“Warrant Holder”/ “Proposed Allottees”) belonging to promoter group and non-promoter group of the Company on a preferential basis (“Preferential Issue”), out of which approx. 75% issued to promoters and approx. 25% issued to non-promoter group.

The Board of Directors of the Company in its meeting held on 26^th June, 2024 has approved allotment of

3,12,500 Equity Shares pursuant to conversion of 3,12,500 warrants to one of the allottee, on the receipt of exercise price in full and the company had already filed the application for Listing Approval of 3,12,500

Equity Shares and the Listing Approval is pending with BSE.

The paid-up Equity Share Capital as on 31^st March, 2024 was 108.77 million.

The Shareholders of the Company in the Extra Ordinary General Meeting of the Company held on 15^th December, 2023 has approved the issue of

28,50,000 warrants convertible into equity shares to the proposed allottees, on a preferential basis. Thereafter, The Board of Director of the Company in its meeting held on 6^th February, 2024 has approved the allotment of 28,50,000 warrants at a price of

350/- (Rupees Three Hundred Fifty only) per warrant, aggregating upto 99,75,00,000/- (Rupees Ninety Nine Crore Seventy Five Lakhs Only) (“Total Issue Size”), to the allottees belonging to promoter group and non-promoter group of the Company, subject to conversion into equity shares with in the period of 18 months from the date of allotment upon payment of full exercise price.

Further, the Board of Directors of the Company in its meeting held on 26^th June, 2024 has approved allotment of 3,12,500 Equity Shares pursuant to conversion of 3,12,500 warrants to one of the allottee, on the receipt of exercise price in full. The

Company has filed the MCA E-Form PAS-3 on dated 26^th June, 2024, for the allotment of 3,12,500 Equity Shares pursuant to Conversion of 3,12,500 Warrants.

Post Allotment Share Capital of the Company is

11,03,28,500/-

In terms of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors)

Rules, 2014, Members of the Company in its

37^th Annual General Meeting held on 29^th September, 2022, approved the reappointment of M/s. C. S. Arora & Associates, Chartered Accountants (Firm Registration

No.15130N) as the Statutory Auditors of the Company for an Second term of five consecutive years, i.e. from the conclusion of the 37^th AGM till the conclusion of the 42^nd AGM of the Company to be held in the year 2027. The observations made in the Auditor's Report are self-explanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act.

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014, the Board had appointed M/s.

Bhambri & Associates, Company Secretary in practice, as Secretarial Auditors for conducting a Secretarial Audit of your Company and its material subsidiaries for the financial year ended

31^st March, 2024.

Due to personal reasons, M/s Bhambri & Associates, Company Secretary in practice, intimated to the Company about its resignation from the post of Secretarial Auditor of the Company and its material subsidiaries for the financial year 2023-24

The Board thereafter in its meeting held on 26^th June, 2024 approved the appointment of M/s Pooja M. Kohli & Associates, Company Secretary in Practice as a Secretarial Auditor for conducting the Secretarial Audit for the financial year 2023-24 as per Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014 and The Company had received the Secretarial Audit Report for the financial year 2023-24 of the Company and its material subsidiaries, that are attached with this report.

Pursuant to circular No. CIR/CFD/CMD1/27/2019 dated 8th February, 2019, issued by Securities and

Exchange Board of India (SEBI), the Company has obtained Annual Secretarial Compliance Report for the financial year ended 31^st March, 2024, from M/s Pooja M. Kohli & Associates, Company Secretary in Practice, Ludhiana as per applicable SEBI Regulations and circulars / guidelines issued there under and the copy of the same has submitted with the Stock Exchanges within the prescribed due date.

Mr. Amit Sharma - Assistant Manager of the Company was appointed by the Board of Directors as Internal Auditor of the Company to assist in internal audit with the audit processes and internal audit reviews for the Company for FY 2023-24.

Mr. Amit Sharma - Assistant Manager of the Company has resigned from the post of Internal Auditor of the Company and the Board took note of such resignation in its Board Meeting held on 30^th May, 2024. Further, in the same meeting M/s Romesh K. Aggarwal & Associates, Chartered

Accountant (FRN: 000711N) were appointed as

Internal Auditor for the FY 2024-25.

The Company is in service sector and NBFC Company hence it is not required to maintain cost records and Cost Audit is not required as specified by the Central Government as per Section 148(1) of the Companies Act, 2013 and

Rule 3 of the Companies (Cost Records and

Audit) Rules, 2014.

The provisions of Section 135 of Companies Act, 2013 related to CSR are not applicable on the Company for the financial year ended 31^st March, 2024.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable materials weakness in the design or operation was observed. Internal Audit provides assurance to the Board on effectiveness of internal financial control functioning and quality.

The Company has 6 subsidiaries as on 31^st March, 2024. A report on the performance and financial position of each subsidiary is outlined in AOC-1 which is annexed to this report. In accordance with the provisions of Section 136 of the Companies Act, 2013, and the amendments thereto, read with the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations'), the audited financial statements, including the consolidated financial statements and related information of the Company and financial statements of the subsidiary companies will be available on our website http://www.mastertrust.co.in. The Company has also formulated a policy for determining ‘material' subsidiaries pursuant to the provisions of the SEBI Listing Regulations. The policy is available at the website of the Company at https://master-trust-strapi.s3.ap-south-1.amazonaws.com/Policy on Material Subsidiaries 202005151433079294102 661a43b80a. pdf

The Company has the following subsidiaries:

The Company however does not have any Joint Venture and associates company.

The summary of performance of the subsidiaries of the Company is provided below:

1. MASTER CAPITAL SERVICES LIMITED (MCSL)

In the current year of operations FY 2023-24, MCSL posted increase in total revenues. MCSL's total revenue during the year under review increased by 53.37% to 4,613.75 million from

3,008.32 million in the previous FY 2022-23. MCSL's net profit, during the current year, increased by 67.80% to 929.75 million from 554.10 million in previous year.

2. MASTER COMMODITY SERVICES LIMITED (MCOMSL)

In the current year of operations FY 2023-24, MCOMSL's total revenue during the year under review increased by 25.34% to 18.20 million from

14.52 million in the previous FY 2022-23. MCOMSL net profit, during the current year, decreased by 90.74% to 0.59 million as compared to 6.37 million in previous year.

3. MASTER INFRASTRUCTURE AND REAL ESTATE DEVELOPERS LIMITED (MIREDL)

In the current year of operations FY 2023-24, MIREDL's total revenue during the year under review increased by 71.14% to 46.67 million from

27.27 million in the previous FY 2022-23.

MIREDL's net profit, during the current year increased by 167.08% to 21.50 million from 8.05 million in previous year.

4. MASTER INSURANCE BROKERS LIMITED (MIBL)

In the current year of operations FY 2023-24, MIBL's total revenue during the year under review increased by 13.32% to 37.86 million from 33.41 million in the previous FY 2022-23.

MIBL's net profit during the current year also increased to 12.45 million from 10.04 million, registering an increase by 24.00%.

5. MASTER PORTFOLIO SERVICES LIMITED (MPSL)

In the current year of operations FY 2023-24, MPSL's revenue during the year under review decreased by 11.21% to 208.06 million from

234.34 million in the previous FY 2022-23.

MPSL's net profit, during the current year, increased to 33.25 million from 23.10 million in previous year, registering increase by 43.94%.

6. MASTERTRUST WEALTH PRIVATE LIMITED (MWPL)

In the current year of operations FY 2023-24, MWPL's total revenue during the year under review decreased by 99.66% to 0.08 million from 23.77 million in the previous FY 2022-23.

MWPL's net profit during the year decreased by

27.02% to 0.27 million during the current year as compared to loss of 0.37 million in previous year.

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013 and rules made there under, a statement containing salient features of financial statements of subsidiaries in Form

AOC-1 is attached to the Accounts. The separate audited financial statements in respect of each of the subsidiary companies including step down subsidiaries, shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The separate audited financial statements in respect of each of the subsidiary companies including step down subsidiaries, are also available on the website of your Company at https://www. mastertrust.co.in/investor-relation.

During the period under review, no employee of the Company received salary in excess of the limits as prescribed under the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, hence no particulars of employees are required to given.

In accordance with the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules, form part of this Boards' Report.

As per the provisions of Section 136(1) of the Act, the reports and accounts are being sent to the Members of the Company excluding the information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The same is available for inspection by Members at the

Registered Office of the Company on all working days and through electronic means up to the date of the Thirty Ninth (39^th) Annual General Meeting. Any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished on such request and such particulars shall be made available by the Company within three days from the date of receipt of such request from shareholders.

Pursuant to Section 186(11) of the Companies Act, 2013 the investment and lending activities of a Non-

Banking Financial Company in the ordinary course of its business are exempted. Further Particulars of loans given, investments made, guarantees given and securities provided are mentioned in the standalone financial statements. Loans and Guarantee Given and investment made by the Company is under its nature of business and is proposed to be utilised by the recipient for the business purpose. The Company have complied the provision of Section 186 of the Companies Act, 2013.

Related Party Transactions entered during the year under review are on an arm's length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act,

2013 and the Listing Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.

Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

The Board of Directors of the Company has, on the recommendation of the Audit committee, adopted a policy to regulate transaction between the Company and its related parties, in compliance with the applicable provisions of the Companies Act, 2013, the rules there under and Listing Regulations. The Company took the Approval of Audit Committee, Board and Shareholders Approval for the Related Party Transaction (RPT).

There are no materially significant Related Party

Transactions entered into by the Company during the year that required shareholders' approval under Regulation 23 of the Listing Regulations. But the Company is taken the Shareholders Approval for the Related Party Transaction for the FY 2023-24.

The Policy as considered and approved by the Board has been uploaded on the website of the Company at https://master-trust-strapi.s3.ap-south-1. amazonaws.com/Related Party Transaction

Policy 202305231200288435562 b3701950bd.pdf

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone / consolidated financial statements forming part of this Annual Report.

The Company being engaged in the financial services activities and NBFC 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. However, as a responsible corporate citizen, it continues to pursue and adopt appropriate energy conservation measures.

During the financial year ended 31 ^st March, 2024, there is no Foreign Exchange Earnings and Outgo.

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of the

Companies (Management and Administration) Rules,

2014, an extract of Annual Return in prescribed Form

MGT-9 is uploaded on the website of the Company and it can be accessed at https://www.mastertrust. co.in/investor-relation

The Board adopted a Vigil Mechanism/Whistle Blower Policy as per SEBI (Listing Obligations and

Disclosures Requirements) Regulations, 2015, as amended and section 177 of the Companies Act, 2013 to report genuine concerns or grievances about unethical behaviour of employees, actual or suspected fraud or violation of the Company's code of conduct. The Company's Vigil Mechanism/Whistle Blower as approved by the board are available at the Company Website at the link: https://master-trust-strapi.s3.ap-south-1.amazonaws. com/MTL Vigil Mechanism Whistle Blower

Policy 201908071306575174343 f542f30f6f.pdf

Details related to the same is also described in corporate governance report as part of this report.

As defined under Regulation 16 (1) (c) of Listing

Regulations, the Company had two (2) Material

Subsidiaries during the financial year 2023-24 viz. (1) Master Capital Services Limited

(2) Master Infrastructure and Real Estate Developers Limited

The Audit Committee reviews the financialstatements of material subsidiaries of the Company. It also reviews the investments made by such subsidiaries, the statement of all significant transactions and arrangements entered into by the subsidiaries, if any, and the compliances of material subsidiaries on a periodic basis. The minutes of board meetings of all the unlisted subsidiary companies are placed before the Board. Composition of the Board of material subsidiaries is in accordance with the Regulation

24(1) of the Listing Regulations.

The Company has adopted a Policy on Material Subsidiary in line with the requirements of the Listing Regulations. The objective of this Policy is to lay down criteria for identification and dealing with material subsidiaries. The policy on Material Subsidiary is available on the website of the Company at the link: https://master-trust-strapi.s3.ap-south-1. a m a z o n a w s . c o m / P o l i c y o n M a t e r i a l

Subsidiaries 202005151433079294102 661a43b80a.pdf

Trading Practices In compliance with the SEBI Regulation on Prohibition of Insider Trading, the Company has in place a comprehensive Code of Conduct to Regulate, Monitor and Report Trading by Insiders, for its Directors and Senior Management

Officers. The Code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with the shares of the Company. The Code specifies, among other matters, that Directors and Designated Persons of the Company, as defined in the Code, can trade in the shares of the Company only during ‘Trading Window Open Period'. The trading window is closed during the time of declaration of results, dividend and other material events as per the Code. The intimation of the closure of Trading Window, as per the SEBI Regulations on Prohibition of Insider Trading, is given to the Stock Exchanges before the end of every quarter with effect from the 1^st day of the month immediately succeeding the end of every quarter till

48 hours after the declaration of financial results of the Company to the Stock Exchanges. The same is intimated to the Designated Persons as well. These aforementioned Codes are posted on the website of the Company at the link: https://master-trust-strapi. s3.ap-south-1.amazonaws.com/Code of Fair

Disclosure under Insider Trading Regulations MTL

201908071429529868959 745841e681.pdf

Annual Declarations containing the annual disclosures of holding of securities have been obtained from all the Directors and the Designated

Persons of the Company for the financial year ended 31^st March, 2024. Besides, a declaration has also been obtained from the Managing Director of the Company ensuring compliance with Regulation

9 Sub regulations 1 and 2 of the SEBI (Prohibition of

Insider Trading) Regulations, as amended.

This policy on the nomination and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel have been formulated by the Nomination and Remuneration Committee and approved by the Board of Directors of the Company. The Policy is guided by the principles and objectives as enumerated under the provisions of the Companies

Act, 2013 and the Listing Regulations, to ensure reasonableness and sufficiency of remuneration to attract, retain and motivate competent resources, a clear relationship of remuneration to performance and a balance between rewarding short and long-term performance of the Company. A Copy of the policy is uploaded on the Company's website at https://master-trust-strapi.s3.ap-south-1. amazonaws.com/Nomination and Remuneration

Policy 202307251204033331089 8c97354088.pdf

The statement of Disclosure of Remuneration under

Section 197 (12) of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 is attached to this report.

Risk Management is the process of identification, assessment and prioritisation of risks followed by coordinated efforts to minimise, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximise the realisation of opportunities. The Company has laid down Risk

Management Policy and identified threat of such events which if occurs will adversely affect the ability of the Company to achieve its objective. The Audit Committee and/or Board reviews the risk management and minimisation procedures. In view of its importance, the Company makes efforts on an ongoing basis to strengthen the internal financial control system. The risk management policy is also reviewed periodically to ensure that the policy remains relevant to the prevailing internal and external risk. Details related to the same are also described in corporate governance report as part of this report.

A Copy of the RISK Management policy is uploaded on the Company's website at https://master-trust-strapi.s3.ap-south-1.amazonaws.com/RISK MANAGEMENT POLICY 202309181635288316589 a55290cb7e.pdf

MTL remains steadfast in its commitment to fostering a safe and inclusive work environment, free from harassment or intimidation. In compliance with the Sexual Harassment of Women at Workplace

(Prevention, Prohibition & Redressal) Act, 2013, the Master Trust Group has established a robust policy for preventing sexual harassment. Internal Complaints Committees have been instituted at all major locations to address any related complaints, ensuring transparency and fairness throughout the investigation process.

Regular awareness programs are conducted to educate employees on their rights and the provisions of the POSH Act, fostering a culture of respect and gender equality. Notably, no complaints related to sexual harassment were reported during the year, underscoring the effectiveness of our policies and awareness initiatives in maintaining a secure work environment for all stakeholders

In terms of the Listing Regulations, the certificate, as prescribed in Part B of Schedule II of the said Regulations, has been obtained from the Chief

Financial Officer and Managing Director of the

Company, for the financial year 2023-24 with regard to the financial statements and other matters. The said certificate forms part of this Annual Report.

Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (‘Listing Regulations')

Dividend Distribution Policy is not applicable on the Company.

The Company has complied with applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Government of India under Section

118(10) of the Companies Act, 2013.

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its

Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

The Board has approved the allotment of 3,12,500 fully paid up equity shares in the Board Meeting held on 26^th June, 2024, to one of the Allottee pursuant to conversion of 3,12,500 warrants, as company had received full exercise amount with respect to such warrants for the Conversion.

Your director are not aware of any other circumstances not otherwise dealt with in this Report or in the financial statements of your Company, which would render any amount stated in the Accounts of the Company misleading. In the opinion of the Directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report, which would affect substantially the results, or the operations of your Company for the financial year in respect of which this report is made.

Your directors place on records their sincere appreciation for the assistance, cooperation, encouragement and guidance provided by the Government, Regulators, Stock Exchanges, Depositories, other statutory bodies and Company's Bankers to the Company.

Yours directors also gratefully acknowledge all stakeholders of the Company viz. clients, advisors, members, banks and other business associates for the excellent support received from them during the year. Our employees are instrumental in the Company to scale new heights, year after year. Their commitment and contribution is deeply acknowledged. Your involvement as members is also greatly valued. Your directors look forward to your continuing support in the Master Trust Group.