Your Directors are pleased to present herewith the 29^th Annual Report on the business, operations and state of affairs of the
Company together with the audited accounts of your Company for the Financial Year ended 31^st March, 2025.

FINANCIAL SUMMARY

The financial performance of your Company for the year ended 31^st March, 2025 is summarised below:

The financial statements for the financial year under review,
forming part of this Annual Report, have been prepared in
accordance with IND-AS notified under Section 133 of the
Companies Act, 2013 ('the Act') and the Master Directi on-Non¬
Banking Financial Company-Non-Deposit taking Company
(Reserve Bank) Directions, 2016 dated September 1, 2016 ('RBI
Directions') as amended from time to time. During the financial
year under review, our Company continued its focus on core
lending activities and posted total income and net profit of
C25,044.86 lakhs and 3,780.25 lakhs as against 19,163.22 lakhs
and C3,117.81 lakhs, respectively, in the previous year.

HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The successful launch of the Initial Public Offer (IPO) of your
Company marked a significant milestone in the Company's
journey of growth and value creation. The IPO debuted on both
the Stock Exchanges namely National Stock Exchange of India
Limited (NSE) and BSE Limited (BSE) on 30^th September, 2024. The
IPO, with an issue size of C150,84 Lakhs, it was oversubscribed
by over 224.05 times, reflecting strong investor confidence
and interest. This landmark event significantly broadened our
shareholder base to over 36372 investors.

Your Directors wish to place on record its sincere gratitude for
the trust, faith and confidence reposed by the institutional
investors, public and all other shareholders in the Company.

THE PROPOSED AMOUNTS TO CARRY TO ANY RESERVES
(Section 134 [3j]]

Pursuant to section 45-IC(1) of Reserve Bank of India ('RBI')
Act, 1934, every non-banking financial company ['NBFC') is
required to transfer a sum not less than 20% of its net profit
every year to reserve fund. Accordingly, for the year under
review, the Company has transferred an amount of C756.05

lakhs to its Reserve Fund. Pursuant to provisions of Companies
Act, 2013 (the 'Act') read with relevant rules thereunder,
the Company, being an NBFC, is exempt from transferring
any amount to debenture redemption reserve in respect of
privately placed debentures. However, the Company maintains
sufficient liquidity margin to fulfil its obligations arising out of
debentures. In case of secured debentures, an asset cover of
over 100% is always maintained.

Capital Adequacy Ratio

The Capital to Risk Asset Ratio (CRAR) as on March 31, 2025
stood at 30.09%

OPERATIONAL REVIEW

During the financial year under review, your Company continued
its focus on its business and posted total income and PBT of
C 25,044.86 lakhs and C 5,010.15 lakhs against C 19,163.22 lakhs
and C 3,865.16 lakhs respectively, in the previous year. Your
Company transferred an amount of C 756.05 lakhs to Reserve
Fund pursuant to Section 45-IC of the RBI Act, 1934.

DIVIDEND

Your Directors have recommended reinvesting the profits
into the business of the Company in order to build a strong
reserve base for the long-term growth of the Company. Your
Company has formulated a Dividend Distribution policy as per
the applicable regulations for bringing transparency in the
matter of declaration of dividend and to protect the interest
of investors. In line with the Company's Dividend Distribution
Policy and applicable regulations, your directors are pleased
to recommend final dividend of C 0.25 per equity share (i.e.
2.5%) having face value of C 10 each for the Financial Year

2024-2025 for approval of shareholders at the ensuing Annual
General Meeting.

Pursuant to the requirements of Regulation 43A of the Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ('Listing Regulations'), the
Dividend Distribution Policy of the Company is available on the
Company's website at www.manbafinance.com.

STATE OF COMPANY'S AFFAIRS

The Company is engaged in the business of providing tailored
financial solutions for two wheelers, three wheelers, used
Cars, small business loans and personal Loans.

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

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND
PROTECTION FUND

During the year under review and in terms of the provisions of
the Act, the Company was not required to transfer any funds
to Investor Education and Protection Fund (IEPF).

SHARE CAPITAL

The Authorised Share Capital of the Company is C 55,00,00,000/-
(Rupees Fifty Five Crores only) consisting of 5,02,39,410 (Five
Crore, Two Lakhs, Thirty Nine Thousand, Four Hundred and Ten
Only) equity shares of C 10/- (Rupees Ten) each and 1,00,000
(One Lakh) preference shares of C10/- each.

The issued, subscribed and paid-up Equity Share Capital
of the Company is C 50,23,94,100 (Fifty Crore, Twenty Three
Lakhs, Ninety Four Thousand, One Hundred Only) divided into
5,02,39,410 (Five Crore, Two Lakhs, Thirty Nine Thousand, Four
Hundred and Ten) equity shares of C 10/- (Rupees Ten) each as
on March 31, 2025.

During the year under review, the Company successfully
launched an Initial Public Offer ("IPO") by way of fresh issue
aggregating to C150,84 Lakhs. The Company alloted 1,25,70,000
equity shares to the eligible applicants on 26^th September,
2024.The equity shares of the Company were listed and trading
of the equity shares commenced on 30^th September, 2024 on
the National Stock Exchange of India Limited (NSE) and BSE
Limited (BSE) after the IPO. As on 31^st March, 2025, the Issued,
Subscribed and Paid up share capital of the Company stood at
C50,23,94,100 /- divided into 5,02,39,410 equity shares of face
value of C10 each.

The equity shares issued shall be rank pari-passu in all
respect (including dividend) with the existing equity shares
in the Company.

During the year under review, the Company has neither
issued shares with differential rights as to dividend, voting
or otherwise, nor has issued sweat equity, as on 31^st March,

2025, none of the Directors of the Company holds instruments
convertible into Equity Shares of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

As on March 31, 2025, the Board of Directors of the Company
are as follows:

As on March 31, 2025, the Key Managerial Personnel of the
Company are as follows

Meetings of The Board

During the year under review Eighteen (18) meetings of the
Board were held. The dates, attendance of the Directors
and other details of the meetings are given in the Report on
Corporate Governance Report.

The necessary quorum was present at all the meetings. The
maximum interval between any two meetings did not exceed
120 days, as prescribed by the Act and Listing Regulations.

Further, the details of composition of the committees, dates of
the meeting of the committee, attendance at the meeting and
other details are given in the Report on Corporate Governance
Report forms a part of the Board's Report.

Declaration by Independent Directors

The Company has received the necessary declarations from
each of the Independent Director under Section 149(7) of the
Act, stating that he/she meets the criteria of independence laid
down in Section 149(6) of the Act and Regulation 25(8) of the
SEBI Listing Regulations and there has been no change in the
circumstances which may affect their status as independent
director during the year. The Independent Directors have also
confirmed compliance with the provisions of rule 6 of Companies
(Appointment and Qualifications of Directors) Rules, 2014, as
amended, relating to inclusion of their name in the databank
of Independent directors. The Board has taken on record these
declarations after undertaking the due assessment of the
veracity of the same.

Also, the Independent Directors have complied with the Code
for Independent Directors prescribed in Schedule IV of the Act
and have confirmed that they are in compliance with the Code
of Conduct for Directors and Senior Management personnel
formulated by the Company.

Based on the declaration received from all the Independent
Directors and in the opinion of the Board, all independent
Directors possess integrity, expertise, experience and
proficiency and are independent of the management.

During the year under review, none of the Independent
Directors of the Company has had any pecuniary relationship
or transactions with the Company, other than sitting fees.

The terms and conditions of appointment of Independent
Directors are placed on the website of the Company at www.
manbafinance.com.

Familiarisation Programme for Independent Directors

Your Company has in place a structured induction and
familiarisation programme for its Directors. Upon appointment,
Directors receive a Letter of Appointment setting out in detail,
the terms of appointment, duties, responsibilities, obligations,
Code of Conduct for Prevention of Insider Trading and Code of
Conduct applicable to Directors, Key Managerial Personnel and
Senior Management Personnel.

They are also updated on all business-related issues and
new initiatives. Independent Directors are also encouraged
to visit the facilities of the Company and engage with senior
management. Regular presentations and updates on relevant
statutory changes encompassing important laws are made and
circulated to the Directors.

Such familiarisation programmes help the Independent
Directors to understand the Company's strategy, business

model, operations, markets, organisation structure, risk
management etc. and such other areas as may arise from time
to time.

The policy on the familiarisation programmes imparted to the
Independent Directors is s is posted on the website of the
Company and may be accessed at: www.manbafinance.com

CORPORATE GOVERNANCE REPORT

The Company has always been committed to the principles
of Good Corporate Governance which helps enhancement of
long-term shareholder value and interest. This is achieved
through increased awareness for responsibility, transparency
and professionalism and focus for effective control and
management of the organisation.

The Board of Directors of the Company is committed to adopt
the best practices of corporate governance and constant
review of the Board processes, practices and the management
systems is to maintain a greater degree of responsibility
and accountability.

The Corporate Governance report is attached as ANNEXURE I
to this Report.

The compliance certificate from the Practising Company
Secretary regarding compliance of conditions of Corporate
Governance forms part of this Report.

The Board of Directors of the Company has adopted a Code
of Conduct and the same has been hosted on the Company's
website at https://www.manbafinance.com/wp-content/
uploads/2024/03/Code-of-Conduct-for-Directors-and-Senior-
Management.pdf

The Directors and Senior Management Personnel have affirmed
their compliance with the Code for the year ended 31^st
March, 2025.

POLICY ON APPOINTMENT OF DIRECTORS AND SENIOR
MANAGEMENT PERSONNEL

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

DIRECTOR(S) DISCLOSURE

Based on the declarations and confirmations received in terms
of the applicable provisions of the Act, circulars, notifications
and directions issued by the Reserve Bank of India, Listing
Regulations and other applicable laws, none of the Directors
of your Company are disqualified from being appointed
as Directors of the Company. The Company has received
necessary declarations from the Independent Directors,
affirming compliance with the criteria of independence laid
under the provisions of Section 149(6) and sub rule 3 of the

Companies (Appointment and Qualifications of Directors) Rules,
2014 of the Act.

Your Board of Directors is of the Opinion that Independent
Directors appointed / re-appointed during the year under review
have the required integrity, expertise and experience (including
the proficiency) as required under the applicable laws.

BOARD EVALUATION

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

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

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

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

SUBSIDIARIES / JOINT VENTURE / ASSOCIATE COMPANIES

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

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

HUMAN RESOURCE

Intellectual Capital is the most valuable asset in modern
business environment. Recognizing the fact, the Company
gives much importance to Human Resources Development
and Management in the organization. Being a service industry,
the key resource is manpower. Your Company emphasizes on
imparting effective and continual training to its employees
in a planned and systematic manner, to acquire and sharpen

capabilities required to perform various functions associated
with their present/ expected future roles in the business of the
Company. Human Resource Management plays a very important
role in realizing the Company's objective. The Company is
managed by the active involvement of the promoters along
with strategic inputs from a well-diversified and competent
board. As on March 31, 2025 the company had 1468 employees
on its rolls at various organizational levels. MFL believes
it's employees are important pillars of success. It offers
them a nurturing environment and a merit-based, rewarding
work culture.

Company is professionally managed with senior management
personnel having rich experience and long tenure with the
Company. Your Company has laid down a Training policy, which:

i. Enables the Company to train new employees that is
necessary to ensure steady expansion of business by
way of opening of large number of branches and operating
units, viz. regional offices, zonal offices etc.

ii. Helps employees to adapt to changing business
environment, demand and expectation of customers,
competition, advances in technology.

iii. Helps the Company in improving the quality of service
with professional approach which ensures customer
satisfaction and management.

iv. Helps the Company in evolving a culture of business and
participative management.

v. As per the Training Policy all categories of staff members
should receive training in matters, including:

Induction training at the time of entry into service and refresher
program within 6 months of joining service.

Your Company is committed to maintain the highest standards
of health, safety and security for its employees and business
associates and to operate in a healthy and safe environment.

Your Directors place on record the appreciation of effort and
dedication of the employees in achieving good results during
the year under review.

COMPLIANCE MONITORING & REPORTING TOOL

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

FINANCE & CREDIT RATINGS
Finance

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

Credit Rating

The Company has been assigned BBB (Positive Outlook
rating by CARE Rating Agency for Debt Securities issued unde
Private Placement.

DEBT SECURITIES

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

DEPOSITS

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

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

ANNUAL RETURN

Pursuant to the provisions of section 134(3)(a) and section
92(3) of the Companies Act, 2013 read with rule 12(1) of the
Companies (Management and Administration) Rules, 2014, the
Annual Return of the company as on 31^st March, 2025 once
prepared shall be disclosed on the Company's website at www.
manbafinance.com, Annual return as on 31^st March, 2025 in
form MGT-7 shall be available on the website of the Company
at www.manbafinance.com.

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

The Company has adopted a policy on related party transactions
for the purpose of identification, monitoring and approving of
such transactions. Policy on Related Party Transactions is
placed on the website of the Company at www.manbafinance.
com under policy section.

During the year, your Company has not entered into any
transactions with Related Parties which are not in the ordinary
course of its business or not on an arm's length basis and which
require disclosure in this Report in terms of the provisions of
Section 188(1) of the Companies Act, 2013.

Hence, Form AOC-2 is not applicable and does not forms a part
of this Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not made any investment through not more
than two layers of investment companies during the year under
review. Further your Company has not directly or indirectly

a) given any loan to any person or other body corporate other
than usual advances envisaged in a contract of services
or as a part ofordinary course of business, if any;

b) given any guarantee or provide security in connection
with a loan to any other body corporate or person and

c) acquired by way of subscription purchase or otherwise,
the securities of any other body corporate exceeding sixty
percent of its paid-up share capital, free reserve and
securities premium account or one hundred percent of its
free reserves and securities premium account whichever
is more.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has an Internal Control System which is
commensurate with the size, scale and complexity of its
operations. The Internal Audit Team monitors the efficiency
and efficacy of the internal control systems in the Company,
compliance with operating systems/accounting procedures
and policies of the Company. Significant audit observations
and corrective actions thereon are presented to the Audit
Committee of the Board. The Internal Audit Team directly reports
to the Audit Committee of the Company. The Audit Committee
reviews adequacy and effectiveness of the Company's internal
control environment and monitors the implementation of audit
recommendations including those relating to strengthening
of the Company's risk management policies and systems. The
Audit Committee oversees the functioning of the audit team
and reviews the effectiveness of internal control at all levels
apart from laying down constructive suggestions for improving
the audit function in the Company. The present reporting
structure ensures independence of the internal audit function
and embodies best corporate governance practices.

The Company had formed various Committees such as Risk
Management Committee, Asset Liability Management Committee

and Audit Committee for the proper administration of the day-
to-day functioning. Stakeholders relationship Committee,
Nomination and Remuneration Committee, Corporate Social
Responsibility Committee, IT strategy Committee, and
Administation Committee have also been formed.

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO
a| Conservation of energy

The Company is engaged in the financial services sector
and therefore conservation of energy, technology
absorption etc. have a limited application. However, the
Company follows a practice of purchase and use of energy
efficient electrical and electronic equipment and gadgets
in its operations.

b| Technology absorption

During the period under review there was no major
technology absorption undertaken by the Company.

c| Foreign Exchange Earnings and Outgo

The particulars regarding foreign exchange earnings
and outgo appear as separate item in the notes to the
Financial Statements. Since the Company does not carry
any manufacturing activities, particulars to be disclosed
with respect to conservation of energy and technology
absorption under section 134(3) (m) of the Companies
Act, 2013 read with Companies Accounts Rules, 2014 are
not applicable.

RISK MANAGEMENT

The Company prioritises risk management to protect the interest
of customers, colleagues, shareholders and the Company while
ensuring sustainable growth. Our risk management framework
aligns with industry standards, and a strong control framework
forms the foundation for effective risk management. The Risk
Management Committee identifies major risk classes, including
Credit, Market, legal and regulatory, operational, liquidity,
interest rate, cyber security, information technology, strategic,
and economic risks. In today's economic environment, Risk
Management is a very important part of business. The main
aim of risk management is to identify, monitor and take
precautionary measures in respect of the events that may
pose risks for the business. Your Company's risk management
is embedded in the business processes.

Risk is everyone's responsibility and every team member is
required to comply with applicable laws, regulations, and
Company policies. The Board holds management accountable
for establishing and maintaining the right risk culture and
effectively managing risk.

THE REMUNERATION POLICY, DISCLOSURE OF REMUNERATION
S PARTICULARS OF EMPLOYEES

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Company's Corporate Social Responsibility (CSR) activities are
guided and monitored by its CSR Committee. The CSR Policy
of the Company provides a broad set of guidelines including
intervention areas. In the areas of preventive health care and
promoting educations etc., Company has spent C48,00,000 /-
(Rupees Fourty Eight Lakhs Only) for CSR activities. A report
Pursuant to Section 135 of the Act & Rules made thereunder
is annexed to this report. The details of the same is enclosed
as Annexure V to this Report as mandated under the said
Rules. The Policy adopted by the Company on Corporate Social
Responsibility (CSR) is placed on the website of the Company
at www.manbafinance.com

WHISTLE BLOWER / VIGIL MECHANISM

During the reporting financial year, the Company reviewed
Whistle Blower Policy and established the necessary vigil
mechanism for Directors and Employees to report concerns
about unethical behaviour. The mechanism provides for
adequate safeguards against victimisation. The Whistle Blower
Policy has been placed on the website of the Company at
www.manbafinance.com

This vigil mechanism of the Company is overseen by the Audit
Committee and provides adequate provisions protecting
Whistle blowers from unfair termination and other unfair
prejudicial and employment practices.

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

MANAGEMENT DISCUSSIONS AND ANALYSIS

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

ACCOUNTING STANDARDS FOLLOWED BY THE COMPANY

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

SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards i.e.
SS-1 and SS-2, relating to 'Meetings of the Board of Directors'
and 'General Meetings', respectively issued by the Institute of
Company Secretaries of India.

AUDITORS

I) Statutory Auditors

I n accordance with the provisions of Section 139 of the
Companies Act, 2013 and the Rules framed thereunder
(the Act), M/s Venus Shah and Associates has been
appointed as the statutory Auditors of the Company for
year ended 31^st March, 2025.

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

II) Internal Auditors

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

III) Secretarial Auditors

Pursuant to provisions of Section 204 of the Act and The
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company had appointed
M/s. Ronak Jhuthawat & Co, Practicing Company
Secretaries, to undertake the Secretarial Audit of the
Company. The Report of the Secretarial Audit Report is
annexed herewith as Annexure IV. The Secretarial Audit
Report for the financial year ended March 31, 2025 does

not contain any qualification, reservation or adverse
remark in their report.

REGULATORY & STATUTORY COMPLIANCES

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

COMPLIANCES OF RBI GUIDELINES

The company continues to comply with the applicable
regulations and guidelines of the Reserve Bank of India as
applicable to a Non- Banking Non Deposit Taking Systemically
Important Company ('NBFC-ND - SI'). The company has submitted
returns with RBI on timely basis. Your Company is categorised
as NBFC in Middle layer pursuant to Master Direction - Reserve
Bank of India (Non-Banking Financial Company - Scale Based
Regulation) Directions, 2023 and has complied with and
continues to comply with all the applicable regulations and
directions of the RBI.

CHANGE IN NATURE OF BUSINESS, IF ANY

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

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment
Policy in line with the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. An Internal Committee has been set up to redress
complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees) are
covered under this policy.

During the year 2024-25, the Company received zero complaint
of sexual harassment. As on March 31, 2025 no complaints
related to sexual harassment are pending for disposal.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING
THE FINANCIAL POSITION OF THE COMPANY

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

Apart from impact on Share Capital due to public issue there is
no material impact on Financials for any other reason.

Furthermore, there have been no material changes or
commitments that could affect the financial position of the
Company between the end of the Financial Year to which the
Financial Statements relate and the date of this report.

MAINTENANCE OF COST RECORD

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

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

There is no application made or pending against the Company

under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies

Act, 2013, ('the Act') your Directors confirm that:

i. In the preparation of the annual accounts for financial
year ended 31^st March, 2025, the applicable accounting
standards have been followed and there are no material
departures in adoption of these standards.

ii. The Directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company
at 31^st March, 2025 and of the profit of the Company for
the year ended on that date.

iii. The Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts
for financial year ended 31^st March, 2025 on a 'going
concern' basis.

v. The Directors have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and have been
operating efficiently.

vi. The Directors have devised proper systems to ensure
compliance with provisions of all applicable laws and that
such systems were adequate and operating effective.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity
Benefit Act, 1961, including all applicable amendments and
rules framed thereunder. The Company is committed to
ensuring a safe, inclusive, and supportive workplace for women
employees. All eligible women employees are provided with
maternity benefits as prescribed under the Maternity Benefit
Act, 1961, including paid maternity leave, nursing breaks, and
protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in
recruitment or service conditions on the grounds of maternity.
Necessary internal systems and HR policies are in place to
uphold the spirit and letter of the legislation.

GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and
inclusion (DEI), the Company discloses below the gender
composition of its workforce as on the March 31, 2025.

Male Employees: 1112

Female Employees: 377

This disclosure reinforces the Company's efforts to promote
an inclusive workplace culture and equal opportunity for all
individuals, regardless of gender.

ACKNOWLEDGEMENT

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

For and on behalf of the Board
Manba Finance Limited

Sd/- Sd/-

Manish K. Shah Monil M. Shah

Managing Director Whole-Time Director

DIN: 00979854 DIN: 07054772

Date : 04.08.2025
Place : Mumbai