Your directors are pleased to present the 30^th Board's Report of Mansi
Finance (Chennai) Limited ('the Company') along with the Audited Financial
Statements for the financial year ended March 31, 2024 ("FY2023-24").

State of Company's Affairs:

(A) Financial summary or highlights:

The standalone financial performance of the Company for the financial
year ended March 31, 2024, is summarised below:

(Rs. in Lakhs)

(B) Operations:

Your company's net worth on a standalone basis grew marginally by Rs.206.94
Lakhs to Rs.3459.33 Lakhs as of March 31, 2024, as against Rs.3252.39
Lakhs as of March 31, 2023. The increase in net worth was mainly due to an
increase in profit. Your Company has been able to maintain its financial position
during the current year. The gross amount of loans provided by the Company
stood at Rs.5410.53 Lakhs as on March 31, 2024 as compared to Rs.5574.47
Lakhs as on March 31, 2023.

The Standalone Financial Statements have been prepared in compliance with the
Indian Accounting Standards (IND AS) as notified under the Companies (Indian
Accounting Standards) Rules, 2015, as amended from time to time.

Extract of Annual Return (Form MGT-9):

The Annual Return as required under sub-section (3) of Section 92 of the Companies
Act, 2013 ('the ActO in Form MGT-7 is made available on the website of the Company
and can be accessed at https://mansi.in

Number of board meetings conducted during the year under review:

The Board met four times during the financial year, the details of which are given
hereunder. Proper notices were given and the proceedings were recorded and signed
in the Minutes Book as required by the Articles of Association of the Company and
the Act. The details of the attendance of Directors have been provided in the
Corporate Governance Report which is being part of this Annual Report. The
intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013.

During the year under review, the Company has followed applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.

Directors Responsibility Statement:

In accordance with the provisions of section 134(5) of the Companies Act, 2013,
the Board hereby submits its Responsibility Statement:

(a) In the preparation of the annual accounts for the year ended 31^st March,
2024, 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;

(e) The Directors had laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
are operating effectively; and

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

Explanation or comments on qualifications, reservations or adverse
remarks or disclosures made by the statutory auditors:

The Statutory Auditors of the Company in their report and notes forming part of the
financial statements for the year ended 31^st March, 2024 have stated that:

Auditors Comment:

According to the information and explanations given to us, there were no undisputed
amounts payable in respect of Income tax, Wealth tax, GST, Cess and other material
statutory dues in arrears / were outstanding as at 31^st March, 2024 for a period of
more than six months from the date they became payable. However, according to
information and explanations given to us, the following dues of Income Tax have
not been deposited by the Company on account of dispute:

Board's Reply:

Your Directors would like to state that the said disputed statutory dues are
pending before the Commissioner of Income Tax (Appeals) and Assessing Officer,
Chennai. Further, the Directors are of strong opinion that the decision at the
appeal stage would be in their favour and accordingly they have not made any
provision in the financial statements for the said dues.

The other observations made by the auditors in their report and notes to the
accounts referred to in the Auditors Report are self-explanatory.

Explanation or comments on qualifications, reservations or adverse
remarks or disclosures made by the secretarial auditors:

The Secretarial Auditors have made the following observations in their report
for the year ended 31^st March, 2024:

Secretarial Auditor's Comment:

1. Except for genera! delays ranging upto 121 days, the Company has
prima facie been regular in submitting the documents as stipulated
under the Companies Act, 2013;

Board's Reply:

Your Directors would like to state that they are making their best efforts in
filing its statutory returns within the prescribed time. However, due to
technical difficulties in getting the digital signatures registered on the
website of MCA, the Company has submitted e-Form MGT-7 (Annual Return
of the Company) after the due date. Your Directors would like to assure
you that they shall take steps to ensure that the returns are filed well
within the prescribed time.

Secretarial Auditor's Comment:

2. The Company has not updated its website with regard to various
matters which are statutorily required to be placed on the website of
the Company.

Board's Reply:

Your Directors would like to state that the Company has provided all the
data to the external technical supporter for the web applications and is
expecting the same to be updated shortly. As informed by the web supporter,
the website has been majorly updated and only a portion is pending to be
updated and will be done shortly.

Secretarial Auditor's Comment:

3. As informed by the management, the Company has installed and
maintained the structured digital database as contemplated under
Regulation 3(5) & 3(6) of the SEBI (Prohibition of Insider Trading)
Regulations, 2015 with effect from January, 2024. Further, we have
verified for the specific compliance of the said software for the period
between January 1,2024 to March 15,2024 and found that the required
UPSI was getting captured in the database. We have also issued a
separate certification in this regard as sought by the BSE. As informed
by the management, there were no other information which was
required to be captured in the database during the period between
March 16, 2024 to March 31, 2024.

Board's Reply:

The observation provided by the secretarial auditor is detailed and self¬
explanatory in nature and accordingly the Board has not provided any
further explanation on the said observation.

Secretarial Auditor's Comment:

4. The Company has delayed in submitting the Quarterly Confirmation
Certificate for the quarter ended September 30, 2023 received from
the Registrar and Share Transfer Agent in respect of the compliance of
Regulation 74(5) to the Stock Exchange.

Board's Reply:

Your Directors would like to state that they had received the said certificate
with a delay from the Registrar and Share Transfer Agent and was thereafter
submitted immediately upon receipt.

5. During the financial year 2022-23, the Company has received an email
from the Bombay Stock Exchange Limited (BSE) consolidating the
various outstanding penalties levied on the Company since the quarter
ended March 31, 2014 amounting to Rs.1513227/- (including GST
amount of Rs.230831/-). As informed by the management, the
Company has paid and settled all the outstanding dues to the exchange.

Board's Reply:

Your Directors would like to state that the Company has paid and settled
all the outstanding dues to the exchange.

Secretarial Auditor's Comment:

6. The Company is yet to inform the Registrar of Companies, Tamilnadu
about the demise of late Shri. SURESH BAFNA (DIN: 00007655),
Chairman and Managing Director of the Company.

Board's Reply:

Your Directors would like to state that the Board of Directors of the Company
has passed a resolution at their meeting held on February 14, 2024
proposing to appoint Shri. ADIT S BAFNA (DIN: 00058663) as a Director in
place of late Shri. SURESH BAFNA (DIN: 00007655), Chairman and Managing
Director of the Company. The Company in this regard, being a Non-banking
Finance Company, has made an application to the Hon'ble Reserve Bank of
India for granting prior approval for the said change in the Board of the
Company. In anticipation of the said approval, the Board is waiting for a
response from the Hon'ble Reserve Bank of India for proceeding further.
The Board is regularly following with the Hon'ble Reserve Bank of India for
the said approval and based on their advice have not yet filed any documents
with the Registrar of Companies, Tamilnadu intimating any kind of change
in the Board of the Company including the intimation of sudden demise of
late Shri. SURESH BAFNA (DIN: 00007655), Chairman and Managing
Director of the Company.

Secretarial Auditor's Comment:

7. We have not been provided with the copies of the Registration
Certificate by the Company in respect of registration of independent
directors in the Independent Director's Databank maintained by the
Indian Institute of Corporate Affairs (IICA).

Board's Reply:

Your Directors would like to state that they have informed the Independent
Directors about the said requirement by the secretarial auditors. We assure
that the same will be obtained and submitted to the auditors for their
verification in due course of time.

Reporting of fraud by the auditors:

During FY 2023-24, Statutory Auditors and Secretarial Auditors of the Company
have not reported any instances of fraud committed against the Company by
its officers or employees to the Audit Committee under Section 143(12) of the
Companies Act, 2013. Therefore, the Company is not required to make any
disclosures under Section 134(3)(ca) of the Companies Act, 2013.

Particulars of loans, guarantees or investments made under section
186 of the Companies Act, 2013:

The Company being a Non-Banking Finance Company (NBFC) has in the ordinary
course of business made loans or advances or given guarantees or provided
securities or made investments in bodies corporate and other persons during
the financial year. Your Directors would like to draw your attention to the notes
to the financial statements which sets out the details of loans and investments
made.

Particulars of contracts or arrangements made with related parties:

All contracts / arrangements / transactions entered by the Company during
the financial year with related parties were in the ordinary course of business
and on arm's length basis. Related Party Transactions which were not in the
ordinary course of business entered either at arm's length basis or not at arm's
length basis were duly approved by the Audit Committee and the Board of
Directors in compliance with the provisions of section 188 of the Companies
Act 2013. The Company presents a statement of all related party transactions
before the Board of Directors of the Company for their approval. During the
financial year, the Company has entered into transactions with related parties.
Your Directors would like to draw your attention to the notes to the financial
statements which sets out related party disclosures. A statement in Form AOC-
2 pursuant to the provisions of clause (h) of sub-section (3) of section 134 of
the Act read with sub-rule (2) of rule 8 of the Companies (Accounts) Rules,
2014 is furnished in Annexure-1 and is attached to this report.

The Policy on materiality of related party transactions and dealing with related
party transactions as approved by the Board may be accessed on the Company's
website at https://mansi.in.

Details of amounts transferred to reserves:

The Company has proposed to transfer a sum of Rs.41.39 Lakhs to statutory
reserve maintained under section 45IC of the RBI Act, 1934 during the financial
year. The closing balance of such Statutory reserve as on 31^st March, 2024 was
Rs.593.62 Lakhs..

Dividend:

In view of requirement of working capital, your Directors do not recommend
any dividend for the financial year ended 31^st March, 2024.

Transfer of unclaimed dividend to Investor Education and Protection Fund:

The Company was not required to transfer any amounts in unpaid dividend
account, application money due for refund, matured deposits, matured
debentures and the interest accrued thereon which have remained unclaimed
or unpaid for a period of seven years to Investor Education and Protection
Fund.

Material changes and commitment if any affecting the financial
position of the company occurred between the end of the financial
year to which this financial statements relate and the date of the report
(01/04/2024 to 29/05/2024):

There were no material changes and commitments affecting the financial
position of the Company between the period 1^st April, 2024 to 29^th May, 2024.

Conservation of energy, technology absorption, foreign exchange
earnings and outgo under section 134(3)(m) of the Companies Act,
2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014:

In terms of clause (m) of sub-section (3) of section 134 of the Companies Act,
2013 and the rules framed thereunder, the particulars relating to conservation
of energy, technology absorption and foreign exchange earnings and outgo is
given below:

1) CONSERVATION OF ENERGY:

2) TECHNOLOGY ABSORPTION:

3) FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Amount in Lakhs)

Details of change in nature of business, if any:

There was no change in the nature of business of the Company during the
financial year.

Changes in directors and key managerial personnel:

In accordance with the provisions of section 152 of the Companies Act,
2013 read with the Companies (Appointment and Qualification of Directors)
Rules, 2014 and the Company's Articles of Association, Smt. SAJJAN
KANWAR BAFNA (DIN: 00007725), retires by rotation at the forthcoming
Annual General Meeting, and she being eligible, offers herself for re¬
appointment. The Board recommends the re-appointment.

As of the date of this report, your Company's Board comprised of 3 (Three)
Directors, with 3 (Three) Non-Executive Directors, out of which 2 (Two)
are Independent Directors, and 1 (one) Non-Independent Director.

During FY 2023-24, the following changes in the Board composition and
Key Managerial Personnel took place:

i. Due to sudden demise of late Shri. SURESH BAFNA (DIN: 00007655),
the Board has lost one of its founder director. The Board expresses its
deep condolences at the untimely and sad demise of Shri. SURESH
BAFNA (DIN: 00007655) and offers prayers for the deceased soul to
rest in peace. The Board placed on record its appreciation for the
valuable contribution during his association as Managing Director of
the Company.

ii. The Board at its meeting held on February 14, 2024, proposed to
appoint, subject to approval of Hon'ble Reserve Bank of India, Shri.
ADIT S BAFNA (DIN: 00058663) as a Non-executive, Non-independent
Director of the Company. The Company has not yet received the said
approval till the date of signing of this report.

Evaluation of the board's performance:

In compliance with the Companies Act, 2013 and Regulation 17 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the performance evaluation of the Board, its Committees and individual
Directors was carried out during the year under review.

Questionnaire approach was adopted for said evaluations. The outcome of
this performance evaluation was presented at the meetings of the
Nomination and Remuneration Committee, Independent Directors, and the
Board for the consideration of the members.

The Nomination and Remuneration Committee (NRC) at its meeting carried
out a separate exercise for evaluating every Directors performance. The
evaluation of Independent Directors was carried out without the presence
of that Director. A separate meeting of the Independent Directors was
convened which reviewed the performance of the Board (as a whole), the
Non-Independent Directors and the Chairman.

Some of the key criteria's for performance evaluation were as follows:

Performance evaluation of Board and Committees:

1. Degree of fulfillment of key responsibilities;

2. Board structure and composition;

3. Effectiveness of Board processes, information and functioning;

4. Board Culture and Dynamics;

5. Quality of relationship between the Board and the Management;

6. Establishment and delineation of responsibilities to committees.
Performance evaluation of Directors:

1. provide meaningful and constructive contribution and inputs in
meetings;

2. display a good degree of understanding of the Company, industry,
sector, geography;

3. display independence of judgment.

Familiarization programme for independent directors:

The Independent Directors of the Company are persons of integrity,
possessing rich experience and expertise in the field of corporate
management, finance, capital market, economic and business information.

The Company has issued appointment letter to the Independent Directors
setting out in detail, the terms of appointment, duties, roles &
responsibilities and expectations from the appointed Director. The Board
of Directors has complete access to the information within the Company.
Presentations are regularly made to the Board of Directors / Audit
Committee / Nomination & Remuneration Committee / Stakeholders
Relationship Committee on various related matters, where Directors have
interactive sessions with the Management.

During the financial year 2023-24, the Company has conducted one
familiarization programme on 14^th February, 2024. Discussions were held
on topics such as:

- Roles, rights, responsibilities of the Director and Statutory compliances
required to be made by the Company and the Directors as a part of
the Board;

- Business model of the Company;

- Industry overview and organizational structure of the Company,
operations and product overview & statutory changes in the law and
its effect on the industry;

- Strategies and growth plans of the Company;

- Business Structure and Overview, Corporate Strategy;

- Competition update;

- Strategic risks and mitigation;

- Corporate Governance;

- Strategies and growth plans of the Company;

- Cost control mechanism; and

- Awareness with respect to roles and responsibilities as specified in
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Subsidiary:

The Company does not have any subsidiary companies or associate
companies or joint ventures.

Internal financial controls:

The Company has adequate internal financial controls in place. During FY
2023-24, these controls were tested, and no reportable material
weaknesses in design or operation were observed. Management has
reviewed the existence of various risk-based controls in the Company
and also tested key controls to ensure compliance for the present financial
year.

In the opinion of the Board, the existing internal control framework is
adequate and commensurate with the size and nature of the Company's
business. Furthermore, the Statutory Auditors independently tested the
adequacy of internal financial controls over financial reporting as mandated
under the provisions of the Act. During FY 2023-24, there were no instances
of fraud reported by the auditors to the Audit Committee or the Board of
Directors.

Deposits:

In terms of sub-section (3) of section 134 of the Companies Act, 2013
and the rules framed thereunder, the particulars relating to deposits is
given below:

Material orders passed by regulatory authorities:

There are no significant and material orders passed by the regulators or
courts or tribunals during the year impacting the going concern status and
Company's operations in future.

Risk management policy:

Risks are events, situations or circumstances which may lead to negative
consequences on the Company's businesses. Risk Management is a
structured approach to manage uncertainty. Risk Management is the process
of identification, assessment and prioritization of risks followed by
coordinated efforts to minimize, monitor and mitigate the probability and/
or impact of unfortunate events or to maximize the realization of

opportunities. Although the Company does not have a formal risk
management policy but a formal enterprise-wide approach to Risk
Management is being adopted by the Company and key risks will now be
managed within a unitary framework. The Company has laid down a
Comprehensive Risk assessment and minimization procedure which is
reviewed by the Board from time to time. These procedures are reviewed
to ensure that executive management controls risks through means of a
properly defined framework. Key business risks and their mitigation are
also considered in the annual / strategic business plans and in periodic
management reviews.

Details of revision of financial statements:

There was no revision of the financial statements of the Company during
the financial year.

Details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016:

The Company has not made any application nor any application or
proceeding is pending against the Company under the Insolvency and
Bankruptcy Code, 2016 during the financial year.

One time settlement with the banks or financial institutions:

The Company has not entered into any one time settlement with the Banks
or financial institutions. Accordingly, the reporting on the details of difference
between amount of the valuation done at the time of one time settlement
and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof does not arise.

Shares and share capital:

a. capital structure:

The Authorised Share Capital of your Company is Rs.5,50,00,000/-
comprising of 55,00,000 Equity Shares of Rs.10/- each and the Paid-
up Share Capital is Rs.3,53,49,000/- comprising of 35,34,900 Equity
Shares of Rs.10/- each.

b. buy-back of shares:

The Company has not bought back any of its securities during the
financial year.

c. sweat equity:

The Company has not issued any Sweat Equity Shares during the
financial year.

d. bonus shares:

No Bonus Shares were issued during the financial year.

e. employees stock option plan:

The Company has not provided any Stock Option Scheme to the
employees during the financial year.

Statutory auditors:

M/s. SIROHIA & CO (FRN: 003875S), Chartered Accountants, Chennai
were appointed for a period of 5 (five) consecutive years from the conclusion
of the 28^th Annual General Meeting held in the calendar year 2022 till the
conclusion of the 33^rd Annual General Meeting to be held in the calendar
year 2027, as required under Section 139 of the Companies Act, 2013 read
with the Companies (Audit and Auditors) Rules, 2014.

Secretarial auditors:

In accordance with the provisions of section 204 of the Companies Act,
2013, the Board has appointed M/s. MUNDHARA & CO, Company
Secretaries in Whole-time Practice, Chennai as the Secretarial Auditors for
the financial year 2023-24 and 2024-25. The report of the Secretarial
Auditors for the financial year 2023-24 is annexed to this report.

Internal Auditors:

The Company follows a robust Internal Audit process, with audits conducted
regularly throughout the year according to the agreed audit plan. For the
FY 2023-24, CA Shri. T.S. Srinivasan (M. No. 019118) was appointed as
Internal Auditor to conduct the Internal Audit of key functions and assess
Internal Financial Controls etc., among other responsibilities.

Maintenance of cost records:

The Company is not required to maintain cost records as specified by the
Central Government under sub-section (1) of section 148 of the Companies
Act, 2013.

Particulars of employees:

In terms of the provisions of Section 197(12) of the Companies Act, 2013
read with rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, your Directors would
like to state that the Company does not have any employees drawing
remuneration in excess of the limits set out in the said rules.

Disclosure under the sexual harassment of women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:

Your Company has requisite policy for the Prevention of Sexual Harassment,
which is available on the Company's website at https://mansi.in. This
comprehensive policy ensures gender equality and the right to work with
dignity for all employees (permanent, contractual, temporary, and trainees).

The Company has adequate measures including checks and corrections in
line with the requirements of The Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal
Committee (IC) has been set up to redress complaints received regarding
sexual harassment.

The following is a summary of sexual harassment complaints received and
disposed off during the financial year:

- No. of Complaints received : NIL

- No. of Complaints disposed off : NIL

- No. of cases pending for more than 90 days : NIL

- No. of workshops / awareness programmes carried out : ONE

- Nature of action taken by the employer / DO : Not Applicable

Vigil Mechanism:

The Company adopted a Whistleblower Policy as part of its vigil mechanism.
The Policy ensures that strict confidentiality is maintained while dealing
with concerns raised and that no discrimination will be meted out to any
person for a genuinely raised concern about any unethical and improper
practices, fraud, or violation of the Company's Code of Conduct. The Policy,
which covers all employees, Directors, and other people associated with
the Company, is hosted on the Company's website at https://mansi.in.

A brief note on the Vigil Mechanism/Whistle Blower Policy is also provided
in the Report on Corporate Governance, which forms part of this Annual
Report.

Reserve Bank of India regulations:

Your Company is generally complying with the directions of the Reserve
Bank of India regarding prudential norms of accounting, capital adequacy
ratio, provisions for bad and doubtful debts and other requirements as per
the directions issued from time to time.

Corporate governance:

The Company has complied with all the mandatory requirements of
Corporate Governance specified by the Securities and Exchange Board of

India through Part C of Schedule V of Listing Regulations. As required by
the said Clause, a separate report on Corporate Governance forms part of
the Annual Report of the Company.

Certificate from director for compliance with code of conduct:

A certificate has been obtained from Smt. SAJJAN KANWAR BAFNA (DIN:
00007725), Director of the Company certifying that the Company has duly
complied with requirements relating to the code of conduct as laid down in
the Listing Agreement entered with the Stock Exchange and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

Certificate from director and chief financial officer:

A certificate has been obtained from Smt. SAJJAN KANWAR BAFNA (DIN:
00007725), Director and Shri. DINESH KUMAR M JAIN (PAN: AAEPJ0465G),
Chief Financial Officer as required under regulation 34(3) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 on Corporate
Governance which is enclosed and is forming part of this Report and is
annexed as Annexure-3to this report.

Certificate on compliance with the conditions of corporate governance
under the Listing Agreement and the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015:

A certificate from M/s. Sirohia & Co, Practicing Chartered Accountants
regarding compliance with the conditions of Corporate Governance
pursuant to Part E of Schedule V of SEBI Listing Regulations is Annexed
to the Corporate Governance Report is forming part of this annual report.

Listing at stock exchange:

The Equity Shares of the Company continue to be listed on Bombay Stock
Exchange Limited.

Management's discussion and analysis:

In terms of the provisions of regulation 34(3) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the required
Management's Discussion and Analysis Report is set out in this Annual
Report.

Statement of Declaration by independent directors:

In accordance with Section 149(6) of the Companies Act, 2013, and
Regulation 25 of the Listing Regulations, Shri. MAHESH KUMAR TATED
(DIN: 00488121) and Smt. RAJENDHIRAN ESWARI ANGALI (DIN:
05345622) were appointed as Independent Directors of the Company.

All Independent Directors have given declaration that they meet the criteria
of independence with relevant integrity, expertise, experience and
proficiency as provided under Section 149, read with Schedule IV of the
Act and Regulation 16 and 17 of the Listing Regulations and have also
given declaration for compliance of inclusion of name in the data bank,
being maintained with 'Indian Institute of Corporate Affairs' as provided
under Companies Act, 2013 read with applicable rules made thereunder.

In the opinion of the Board of Directors of the Company, the independent
directors have the required integrity, expertise and experience (including
the proficiency) to continue as independent directors.

Employee remuneration:

The ratio of the remuneration of each Director to the median employee's
remuneration and other details in terms of sub-section 12 of section 197
of the Companies Act, 2013 read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
are forming part of this report and are annexed as Annexure-2 to this
report.

Committees of board of directors:

The Company has established the following committees as part of best
corporate governance practices in compliance with the relevant provisions
of applicable laws and statutes:

i. Audit Committee:

The Audit Committee met four times during FY 2023-24: May 29, 2023,
August 11, 2023, November 14, 2023 and February 14, 2024. As of March
31, 2024, the Committee comprised Shri. MAHESH KUMAR TATED (DIN:
00488121) as Chairman, Smt. RAJENDHIRAN ESWARI ANGALI (DIN:
05345622) and Smt. SAJJAN KANWAR BAFNA (DIN: 00007725) as
Members. The board accepted all recommendations made by the Audit
Committee.

ii. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee met four times during FY
2023-24: May 29, 2023, August 11, 2023, November 14, 2023 and February
14, 2024. As of March 31, 2024, the Committee comprised Shri. MAHESH
KUMAR TATED (DIN: 00488121) as Chairman, Smt. RAJENDHIRAN ESWARI
ANGALI (DIN: 05345622) and Smt. SAJJAN KANWAR BAFNA (DIN:
00007725) as Members. All recommendations made by the Nomination
and Remuneration Committee were accepted by the Board.

iii. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee met three times during FY 2023¬
24: May 29, 2023, August 11, 2023 and November 14, 2023. As of March
31, 2024, the Committee comprised Smt. RAJENDHIRAN ESWARI ANGALI
(DIN: 05345622) as Chairman, Shri. MAHESH KUMAR TATED (DIN:
00488121) and Smt. SAJJAN KANWAR BAFNA (DIN: 00007725) as
Members. All recommendations made by the Stakeholders Relationship
Committee were accepted by the Board.

iv. Risk Management Committee:

The Risk Management Committee met three times during FY 2023-24:
May 29, 2023, August 11, 2023 and November 14, 2023. As of March 31,
2024, the Committee comprised Smt. RAJENDHIRAN ESWARI ANGALI
(DIN: 05345622) as Chairman, Shri. MAHESH KUMAR TATED (DIN:
00488121) and Smt. SAJJAN KANWAR BAFNA (DIN: 00007725) as
Members.

v. Independent Directors:

As of March 31, 2024, the Board of Directors comprised two Independent
Directors: Shri. MAHESH KUMAR TATED (DIN: 00488121) and Smt.
RAJENDHIRAN ESWARI ANGALI (DIN: 05345622). The Independent
Directors meeting was held on February 14, 2024 without the attendance
of Non-Independent Directors and members of the management of the
Company. The Independent Directors, inter alia, evaluated the
performance of the Non-Independent Directors, the Chairperson of the
Company and the Board of Directors as a whole for the Financial Year
ended March 31, 2024. They also assessed the quality, content and
timeliness of flow of information between the Management and the Board
that is necessary for the Board to effectively and reasonably perform
their duties. The Corporate Governance Report, which forms part of this
Annual Report, provides a detailed note on these committees.

Nomination and Remuneration Policy:

In accordance with the provisions of Section 134(3)(e) and 178 of the
Companies Act, 2013, the Board of Directors has approved a policy on
the appointment and remuneration of Directors. This policy includes terms
of appointment, criteria for determining qualifications, performance
evaluation of Directors, and other related matters. A copy of the policy is
available on the Company's website at https://mansi.in.

Corporate social responsibility:

As informed by the statutory auditors, the Company is not meeting with
the threshold limits provided under the provisions of section 135 of the
Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 and accordingly the reporting on the
same is not applicable to the Company.

The Company has voluntarily constituted a CSR Committee in accordance
with section 135 of the Companies Act, 2013. The CSR Committee has
formulated and recommended to the Board, a CSR Policy indicating the
activities to be undertaken by the Company which has been approved by
the Board.

As a part of its initiative under "Corporate Social Responsibility" drive,
the Company has undertaken projects on its own and through various
charitable trusts engaged in philanthropic activities in the field of education
and healthcare, while also pursuing various other CSR activities for the
benefit of the community in and around its local areas of operations.

The members of the committee, inter alia, include the following Directors:

Shri. MAHESH TATED (DIN: 00488121), Chairman, Independent Director;

Smt. RAJENDHIRAN ESWARI ANGALI (DIN: 05345622), Member,
Independent Director; and

Smt. SAJJAN KANWAR BAFNA (DIN: 00007725), Member, Non-Executive
Non-Independent Director.

The Company has not prepared and presented any separate annual report
on the CSR activities as the said provisions are not applicable to the
Company.

Acknowledgements:

Your Directors wish to acknowledge all their stakeholders and are grateful
for the excellent support received from the shareholders, bankers, financial
institutions, government authorities, esteemed clients, customers and
other business associates. Your Directors recognize and appreciate the
hard work and efforts put in by all the employees of the Company and
their contribution to the growth of the Company in a very challenging
environment.

For and on behalf of the Board

(SAJJAN KANWAR BAFNA) (MAHESH TATED)

Director Director

DIN: 00007725 DIN: 00488121

_Pl_ace- Ch_enna No. 4/9B, Branson Garden Street, New No. 45, Old No. 22,

^Place- ^Chennai Kilpauk, Mulla Sahib Street, Sowcarpet

Date : 29.05.2024 Chennai - 600 010. Chennai - 600 001.