Directors Report of Mangal Credit And Fincorp Ltd.

Mar 31, 2025

The Board of Directors of Mangal Credit and Fincorp Limited have great pleasure in presenting the 63^rd Annual
Report along with the Audited Financial Statements for the financial year ended 31^st March, 2025.

1. FINANCIAL HIGHIGHTS

The key highlights of the audited financial statements of your Company for the financial year ended 31^st
March, 2025 and comparison with the previous financial year ended 31^st March, 2024 are summarised
below;

('' in Lakhs excent EPS)

Particulars	As at 31st March, 2025		As at 31st March, 2024
Total income	4,95762		3,32749
Total expenditure	3,103.77		1,894.99
Profit before tax and exceptional items	1,853.85		1,432.50
Exceptional items	33.31		-
Profit Before Tax	1,820.54		1,432.50
Less: Provision for Taxation
- Current tax	492.04		396.00
- Deferred tax asset	(9.26)		(20.23)
- Short provision for tax relating to prior years	31.00		2.14
Profit after tax	1,306.76		1,054.59
Appropriations:
- Transfer to Reserve Fund under Section 45-IC of the RBI Act, 1934	261.35		210.92
- Dividend	117.38		96.57
Earnings per share (Face Value Rs. 10/- each)
- Basic	6.68		5.45
- Diluted	6.58		5.45

2. REVIEW OF OPERATIONS

• Total Revenue increased to '' 495762 Lakhs in
FY 2024-25 from '' 332749 Lakhs in FY 2023¬
24.

• Interest Income (NII) from operations
increased to '' 4803.54 Lakhs in fY 2024-25
from '' 3215.28 Lakhs in FY 2023-24.

• Profit after tax (PAT) before OCI increased to
'' 1306.76 Lakhs in FY 2024-25 compared to
'' 1054.59 Lakhs in FY 2023-24.

• Loan Assets Under Management (AUM)
increased by 28.81 % y-o-y to '' 29,457 Lakhs
in FY 2024-25 compared to '' 22,870 Lakhs in
FY 2023-24.

• Net Interest Income (NII) increased by 29.42%
to '' 3,035 Lakhs in FY 2024-25 compared to
'' 2,345 Lakhs in FY 2023-24.

• GNPA decreased to 1.19% in FY 2024-25 as
compared to 1.31 % in FY 2023-24.

• NNPA is decreased to 0.66 % in FY 2024-25 as
compared to 0.75 % in FY 2023-24.

3. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

Your Company does not have any subsidiary(ies),
joint venture(s)/associate company(ies) within
the meaning of Section 2(6) and 2(87) of the
Companies Act, 2013 ("the Act") as at the end of
the financial year 2024-25.

CRISIL Ratings has assigned a CRISIL BBB/Stable (pronounced as CRISIL triple B rating with stable outlook)
as stated below:

Rating Action	Date	Amount	Rating
Bank Loan facilities	Reaffirmed - 19th March, 2025	'' 200 Crore (enhanced from '' 75 Crore)	CRISIL BBB/Stable
NCDs	19th March, 2025	'' 50 Crore (enhanced from '' 18 Crore)	CRISIL BBB/Stable

4. DIVIDEND

The Board of Directors of the Company
have at their meeting held on 15^th May, 2025,
recommended final dividend @ 75% on equity
shares i.e. '' 0.75 per equity share of the face
value of '' 10/- each for the financial year 2024-25.
The dividend payment is subject to approval of
members at the ensuing Annual General Meeting.

The dividend would be paid to all the equity
shareholders, whose names would appear in the
Register of Members / list of Beneficial Owners
on the Record date fixed for this purpose.

Pursuant to the provisions of the Finance Act,
2020, dividend income will be taxable in the
hands of the shareholders w.e.f. 1^st April, 2020 and
accordingly the Company would be required to
deduct tax at source (“TDS”) from such dividend
at the prescribed rates under the Income Tax Act,
1961. All the required details regarding TDS on
dividend are forming part of the Notice of 63^rd
AGM which forms part of this Annual Report.

As your Company is not falling under top 1000
listed entities, Regulation 43A of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
(“SEBI Listing Regulations”) is not applicable to
the Company.

5. TRANSFER TO STATUTORY RESERVES

Pursuant to the requirement of Section 45-IC of
the Reserve Bank of India Act, 1934, an amount
of '' 261.35 Lakhs (previous year ended 31^st March
2024 was '' 210.92 Lakhs) was transferred to
statutory reserve fund.

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

6. CHANGES IN SHARE CAPITAL

During the year under review, the Company
has not issued any equity shares. Accordingly,
the issued, subscribed, and paid-up share
capital of the Company remained unchanged
at ''19,56,39,860/- comprising 1,95,63,986 equity
shares of face value ''10/- each.

However, as on 31^st March, 2025, 15,50,000
Convertible Equity Warrants issued by the
Company were outstanding. These warrants are
convertible into equivalent number of equity
shares at the option of the warrant holder in
accordance with the terms of issue.

7. BORROWINGS AND REPAYMENT OF TERM
LOANS

Your company being a Non-Banking Financial
Company is required to raise funds for its
business requirements. During the year under
review, your Company has raised fresh secured
Term Loans, Working Capital Demand Loans,
Inter Corporate Loans of '' 109.63 Crore from
banks for an average tenor of 12 to 48 Months.

As far as repayment of term loan and inter
corporate loans are concerned, your Company
has repaid '' 41.84 Crore, 21% of total outstanding
term loans as of 31^st March, 2025.

Subsequent to closure of the reporting period
and up to the date of this report, the Company
has issued 4,000 fully paid, senior, secured,
rated, listed, redeemable, taxable non-convertible
debentures, each having a face value '' 1,00,000/-
(Indian Rupees One Lakh Only) in two tranches,
aggregating to '' 40,00,00,000/- . The said
securities are listed and admitted to dealings on
the BSE Debt segment w.e.f. April 7, 2025.

8. CAPITAL ADEQUACY RATIO

Your Company’s Capital Adequacy Ratio, as of 31^st
March, 2025, stood at 41.15% (Tier I Capital to Risk
Weighted Assets Ratio), which is well above the
regulatory requirement of 15% as prescribed by
the RBI for NBFCs.

9. PUBLIC DEPOSITS

Being a non-deposit taking Non-Banking Finance
Company, your Company has not accepted any
deposits from the public within the meaning
of the provisions of Non-Banking Financial
Companies Acceptance of Public Deposits
(Reserve Bank) Directions, 2016.

10. CREDIT RATING

Your Company’s financial discipline and
prudence are reflected in the strong credit
rating ascribed by CRISIL Ratings Limited.

11. LISTING OF EQUITY SHARES ON THE
PLATFORM OF NSE

During the financial year, the equity shares of the
Company were listed and admitted to dealings on
the platform of National Stock Exchange of India
Limited w.e.f. 16^th August, 2024, with a symbol of
“MANCREDIT”.

12. CHANGE IN THE NATURE OF BUSINESS

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

13. POLICY ON APPOINTMENT AND
REMUNERATION OF DIRECTORS AND POLICY
ON DIRECTOR FAMILIARIZATION

Policy on Appointment and Remuneration of
Directors

On the recommendation of Nomination and
Remuneration Committee (NRC), the Board has
framed a Remuneration Policy. This policy, inter
alia, provides;

a) The criteria for determining qualifications,
positive attributes and independence of
directors; and

b) Policy on remuneration of directors, key
managerial personnel and other employees.

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

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

Familiarization programme for Independent
Directors

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

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

The details of the Familiarisation Programme
along with the number of hours spent by each of
the Independent Directors during the financial
year 2024-25 is explained in the Corporate
Governance Report. The same is also available on
the website of the Company under the web link
https://mangalfincorp.com/investerZone.aspx

14. DIRECTORSHIP AND KEY MANAGERIAL
PERSONNEL (KMP)

The Board of your Company comprised of
eminent persons with proven competence and
integrity. Besides the experience, strong financial
acumen, strategic astuteness and leadership
qualities, they have a significant degree of
commitment towards the Company and devote
adequate time to the meetings and preparations.
In terms of requirement of the SEBI Listing
Regulations the Board has identified core skills,
expertise and competencies of the Directors
in the context of the Company’s businesses for
effective functioning, which are detailed in the

Corporate Governance Report.

As on 31^st March 2025, the Board of Directors of
your Company comprises 8 (Eight) Directors of
which 1 (one) is Non-Executive Non Independent
Director, 4 (four) are Non-Executive Independent
Directors and 3 (three) are Executive Directors.
The Chairman is an Executive Director. The
Board composition is in compliance with
the requirements of the Act, the SEBI Listing
Regulations and the circulars / directions /
notifications issued by the RBI (“RBI Directions”).
Detailed composition of the Board of Directors
has been provided in the Corporate Governance
Report which is annexed to and forms an integral
part of this Board’s Report.

During the year under review, there was no
change in the composition of Board of Directors.

Retirement by Rotation of the Directors

In accordance with the provision of Section
152(6) of the Act, Mr. Meghraj Jain (DIN: 01311041)
designated as Chairman and Managing Director
of the Company shall retire by rotation at the
forthcoming Annual General Meeting and being
eligible, offers himself for re-appointment. The
Board recommends the same for the approval of
the shareholders.

The necessary resolution for re-appointment
of Mr. Meghraj Jain forms part of the Notice
convening the Annual General Meeting. The
profile and particulars of experience that qualify
Mr. Meghraj Jain for Board membership, are
disclosed in the Notice convening ensuing
Annual General Meeting.

Changes in Key Managerial Personnel

During the financial year, Mr. Chirag Parmar,
tendered his resignation from the position of
Company Secretary and Compliance Officer of
the Company, which was accepted by the Board.
His cessation was effective from the close of
business hours on 25^th March, 2025.

It is further informed that, subsequent to the
close of the reporting period, the Board has, after
due deliberation, re-appointed Mr. Chirag Parmar
as the Company Secretary and Compliance
Officer of the Company with effect from 7^th June,
2025.

15. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the declarations from
all the Independent Directors as per the Section
149(7) of the Act and Regulation 16(1)(b) of the SEBI
Listing Regulations and the Board is satisfied that
all the Independent Directors meet the criteria of
independence as mentioned in Section 149(6) of
the Act and Regulation 16(1)(b) of the SEBI Listing
Regulations.

Further, declaration on compliance with
Rule 6(3) of the Companies (Appointment
and Qualification of Directors) Rules, 2014,
as amended by Ministry of Corporate Affairs
(“MCA”) vide its Notification dated 22^nd October,
2019, regarding the requirement relating to
enrolment in the data bank created by MCA for
Independent Directors, had been received from
all Independent Directors.

16. DIRECTOR(S) DISCLOSURES

Based on the declarations and confirmations
received in terms of the provisions of the Act, the
SEBI Listing Regulations and the RBI Directions
none of the Directors on the Board of your
Company are disqualified from being appointed
as Directors.

A certificate from Vijay S. Tiwari & Associates,
Practicing Company Secretary, confirming
that none of the Directors on the Board of the
Company as on 31^st March, 2025 have been
debarred or disqualified from being appointed
or continuing as Director on the Board of the
Company by the Securities and Exchange Board
of India, the Ministry of Corporate Affairs or
any such statutory authority forms part of the
Corporate Governance Report which is annexed
to and forms an integral part of this Directors’
Report.

17. CODE OF CONDUCT

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

18. BOARD MEETINGS HELD DURING THE
FINANCIAL YEAR

The Board meets at regular intervals to discuss
and decide on the Company’s business strategy
and policy apart from other Board businesses.
The Board exhibits strong operational oversight
with regular presentations in quarterly meetings.
The Board meetings are pre-scheduled well in
advance to help them plan their schedule and
ensure meaningful participation in the meetings.
Only in case of special and urgent business, if
the need arises, the Board’s approval is taken
by passing resolutions through circulation as
permitted by law.

The agenda for the Board meetings includes
detailed notes on the items to be discussed
to enable the Directors to make an informed
decision. The Board of Directors of the Company
met 5 (five) times during the financial year
2024-25. The details of the Board meetings and
the attendance of the Directors are given in
Corporate Governance Report, which forms part
of this Annual Report.

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

19. COMMITTEES OF THE BOARD

The Board of Directors, in compliance with the
requirements of various laws applicable to the
Company and for operational convenience, has
constituted several committees of the Board
to deal with specific matters and has delegated
powers for different functional areas to different
committees.

The Board of Directors has constituted mandatory
and non-mandatory committees viz. Audit
Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Commit¬
tee, Internal Complaints Committee, Asset
Liability Management Committee, Risk
Management Committee, Investment Committee,
Corporate Social Responsibility Committee, and
Loans and Advance Committee.

Details of all the statutory committees such
as composition, terms of reference, number
of meeting(s) held and attended by respective
member(s) have been provided in the Corporate
Governance Report which is annexed to and
forms an integral part of this Annual Report.

20. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of sub-section (5)
of Section 134 of the Act, and to the best of
our knowledge and belief and according to the
information and explanations obtained by us, the
Directors hereby confirm that:

a) in the preparation of the annual accounts,
the applicable accounting standards have
been followed along with proper explanation
relating to material departures;

b) the directors have selected such accounting
policies and applied them consistently and
made judgments and estimates that are
reasonable and prudent so as to give a true
and fair view of the state of affairs of the
Company as at 31^st March, 2025 and of the
profit of the Company for that year;

c) the directors have taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provisions of the Act for safeguarding the
assets of the Company and for preventing
and detecting fraud and other irregularities;

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

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

f) the Directors had devised proper system to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating efficiently.

21. MANAGEMENT DISCUSSION AND ANALYSIS

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

22. ANNUAL EVALUATION BY BOARD OF
DIRECTORS

In terms of the requirement of Schedule IV of
the Act and Regulation 25 of the SEBI Listing
Regulations, during the separate meeting of
Independent Directors, the performance of
the Non-Independent Directors including the

Chairman and the Board, was evaluated as a
collective entity.

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

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

23. ANNUAL RETURN

Pursuant to Sections 92 and Section 134(3) of
the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 as
amended, the Annual Return is available at the
website of the Company at https://mangalfincorp.
com/investerZone.aspx

24. INTERNAL AUDITOR AND INTERNAL AUDIT
REPORT

Your Company has in place sophisticated internal
control structures proportionate to the size, scope
and complexity of operations of the Company.
Internal audits are conducted on a regular
basis to review and ensure that responsibilities
are duly carried out efficiently. It provides an
independent view to the Board of Directors, the
Audit Committee and the senior management
on the quality and impact of Internal Controls,
Internal Control systems and processes. Internal
auditor monitors and assesses the effectiveness
and adequacy of our Company’s internal control
mechanisms.

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

In compliance of the Discretionary Requirements
stipulated under Regulation 27 (1) read with Part
E of Schedule II of the SEBI Listing Regulations,
Internal Auditor reports to the Audit Committee
before submitting to the Board of Directors.

25. INTERNAL FINANCIAL CONTROL SYSTEMS
AND THEIR ADEQUACY

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

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

26. STATUTORY AUDITORS & THEIR REPORT

During the 61^st Annual General Meeting of
the Company, M/s. Bhagwagar Dalal & Doshi,
Chartered Accountants, (FRN: 128093W) have
been appointed as the Statutory Auditors of the
Company for a period of 5 (five) years to hold
office from the conclusion of 61^st Annual General
Meeting till the conclusion of 66^th Annual General
Meeting of the Company on the remuneration
to be determined by the Board of Directors. The
Statutory Auditors have not been disqualified
in any manner from continuing as Statutory
Auditors.

Further to inform that, as the Company is falling
into NBFC Base layer category as a non-deposit
taking NBFC with asset size below '' 1,000/- Crore,
guidelines for appointment of Statutory Central
Auditors (SCAs)/Statutory Auditors (SAs) of

Commercial Banks (excluding RRBs), UCBs and
NBFCs (including HFCs) bearing reference no.DoS.
C0.ARG/SEC.01/08.91.001/2021-22 dated 27^th April,
2021 is not applicable to the Company, hence
the existing Statutory Auditor was appointed in
line with the extant procedure of the Companies
Act, 2013 and rules made thereunder (including
any statutory modification and re-enactment
thereof).

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

27. REPORT ON CORPORATE GOVERNANCE

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

A certificate from Vijay S. Tiwari & Associates,
Practicing Company Secretary, confirming
compliance with the conditions of Corporate
Governance as prescribed under the SEBI
Listing Regulations is annexed to the Corporate
Governance Report.

28. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of
the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, the Board of Directors of the Company has
appointed Vijay S. Tiwari & Associates, Practicing
Company Secretaries to conduct the Secretarial
Audit for the FY 2024-25.

The Secretarial Audit Report confirms that the
Company has complied with the provisions
of the Act, Rules, SEBI Listing Regulations and
Guidelines and that the report does not contain
any qualification. The Secretarial Audit Report

along with Annual Secretarial Compliance
Report obtained under Regulation 24A of the
SEBI Listing Regulations for the financial year
ended 31^st March, 2025 are annexed herewith as
Annexure B and Annexure C.

Further to inform that in compliance with
the provisions of Regulation 24A of the SEBI
Listing Regulations, the Board of Directors of the
Company has recommended to the members
for appointment of Vijay S. Tiwari & Associates,
Practicing Company Secretaries, as Secretarial
Auditor to conduct Secretarial Audit for a
consecutive period of 5 (five) years commencing
from FY 2025-26. The resolution along with
necessary details for appointment of Secretarial
Auditor form part of the notice of ensuing Annual
General Meeting.

29. COST AUDITORS

As your company is registered under the
provisions of Reserve Bank of India Act, 1934 as
Non-Banking Financial Company, maintenance
of cost records and requirement of cost audit
stipulated under the provisions of Section 148(1)
of the Act are not applicable in respect of the
business activities carried out by the Company.

30. SECRETARIAL STANDARDS

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

31. RBI DIRECTIONS AND GUIDANCE

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

32. AUCTIONS CONDUCTED

In terms of the requirements stipulated under
the Master Direction - Reserve Bank of India
(Non-Banking Financial Company - Scale Based
Regulation) Directions, 2023, particulars about
the gold loans auction conducted during the
financial year for the pledged gold ornaments
which have not been redeemed within the
tenure of the loan as specified under the terms
and conditions of the respective loan accounts,
are as follows;

Particulars	31st March, 2025	31st March, 2024
Number of gold loan accounts	33	114
Outstanding Amounts ('' in lakhs)	'' 147.60	'' 260.91
Value fetched ('' in lakhs)	'' 148.60	'' 264.60
Whether any of its sister concerns participated in the auction	-	-

33. RISK MANANGEMENT

The Risk Management Committee constituted
by the Board of Directors of the Company in
accordance with the applicable Reserve Bank
of India (RBI) regulations is entrusted with
the responsibility of framing, implementing,
and monitoring the Risk Management Plan
of the Company. The Committee ensures the
effectiveness of the risk management practices
by periodically evaluating the adequacy of
risk control measures and recommending
improvements wherever necessary.

The Company remains committed to maintaining
a robust risk management culture to safeguard
the interests of its stakeholders and support
sustainable business growth. The Committee
considers the risks that impact the mid-term to
the long-term objectives of the business, including
those reputational in nature. The Audit Committee
has additional oversight in the area of financial
risks and controls. The Risk Management Policy
is available on the website of the Company at
https://mangalfincorp.com/investerZone.aspx

34. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

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

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

35. RELATED PARTY TRANSACTIONS

In terms of the provisions of the Act, SEBI Listing
Regulations and the directions issued by RBI, from
time to time, your company has in place “Policy
on Materiality of Related Party Transactions” and
same can be access on the Company’s website
at its weblink i.e. https://mangalfincorp.com/
investerZone.aspx

During the financial year, all the related party
transactions were entered at arm’s length basis
and in the ordinary course of business, the
particulars of such transactions are disclosed
in the notes to the financial statements. All
the related party transactions are presented
to the Audit Committee for prior approval. A
statement of all related party transactions is
presented before Audit Committee on quarterly
basis, specifying the nature, value and terms and
conditions of the transactions.

During the year under review, your Company had
not entered into any related party transactions
covered within the purview of Section 188(1) of
the Act, and accordingly, the requirement of
disclosure of related party transactions in terms
of Section 134(3)(h) of the Act in Form AOC - 2 is
not applicable to the Company.

36. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY

There are no material changes and commitments,
have been occurred, affecting the financial
position of the Company subsequent to the close
of the FY 2024-25 till the date of this report.

37. DISCLOSURE AS PER RULE 5 OF THE COMPA¬
NIES (APPOINTMENT AND REMUNERATION
OF MANAGERIAL PERSONNEL) RULES, 2014

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

38. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION

Your Company being an NBFC and engaged in
the financial services activities, its operations are
not energy intensive, nor does it require adoption
of specific technology and hence information in

terms of Section 134(3)(m) of the Act read with
the Companies (Accounts) Rules, 2014 is not
applicable to the Company.

39. FOREIGN EXCHANGE EARNINGS AND OUTGO

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

40. WHISTLE BLOWER POLICY / VIGIL
MECHANISM

In terms of Section 177(9) and Section 177(10) of the
Act and the SEBI Listing Regulations, the Board of
Directors have adopted a Whistle Blower Policy/
Vigil Mechanism inter alia to provide formal
mechanism to the Directors and employees of
the Company to report their concerns to the
Audit Committee of the Company and provide
adequate safeguards against victimization of
Director(s) or employee(s) who report genuine
concerns under the mechanism.

Details of the Whistle Blower Policy/Vigil
Mechanism have been provided in the Corporate
Governance Report and is available on the website
of the Company at https://mangalfincorp.com/
investerZone.aspx.

41. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct
for Prevention of Insider Trading with a view to
regulate trading in securities by the Designated
Persons of the Company. To further strengthen
compliance, the Company has implemented
a secure software-based Structural Digital
Database (SDD) system. This SDD is maintained
internally and contains detailed records of all
instances where UPSI has been shared, including
the nature of information, the identity of persons
with whom the information is shared, and their
Permanent Account Numbers (PAN) or other
identifiers as required.

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

42. EMPLOYEE STOCK OPTION PLANS (ESOPs)

During the financial year 2024-25, your Company
has not offered any Employee Stock Options
scheme to Employees. Hence, the disclosures with
respect to ESOPs under the relevant provisions
of the Act and SEBI Listing regulations are not
applicable to the Company.

43. CORPORATE SOCIAL RESPONSIBILITY
POLICY

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

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

Disclosures in terms of Section 134(3) (o) and
Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules,
2014, with respect to CSR activities undertaken
by the Company during the year under review
have been provided at Annexure E to this Board’s
Report.

44. DETAILS AND STATUS OF ACQUISITION,
MERGER & MODERNIZATION &
DIVERSIFICATION

During the financial year 2024-25, no Acquisition,
Merger, Modernization and Diversification have
taken place in your Company.

45. INVESTORS EDUCATION AND PROTECTION
FUND

In accordance with the provisions of the Section
124 of the Act read with Investor Education
Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, as amended
(“IEPF Rules”), Companies retains dividends, for
seven years with them for payment to investors
and after expiry of seven years, transfer the said
amount to IEPF along with all shares in respect

of which dividend has not been paid or claimed
for seven consecutive years or more.

In accordance with the said IEPF Rules and any
amendments thereto, the Company had sent
notices to all the Members whose shares were
due to be transferred to the IEPF Authority
and simultaneously published newspaper
advertisement. In terms of the provisions of
IEPF Rules, '' 2,44,706.98 of unpaid/unclaimed
dividends and 2,93,480 shares were transferred
during the financial year 2024-25 to the Investor
Education and Protection Fund.

46. FRAUD REPORTING

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

47. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS

During the year under review there were
no significant material orders passed by
the Regulators/ Courts/ Tribunals against the
Company which would impact the going concern
status or its future operations.

48. HUMAN RESOURCES

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

Further, in alignment with the principle of
diversity, equity, and inclusion (DEI), the Company
discloses below the gender composition of its
workforce as on the 31^st March, 2025;

• Male Employee: 93

• Female Employees: 31

• Transgender Employees: 0

49. PREVENTION OF SEXUAL HARASSMENT OF
WOMAN AT WORKPLACE (PREVENTION ,
PROHIBITION AND REDRESSAL) ACT, 2013
AND DISCLOSURES:

The Company has zero tolerance towards sexual
harassment at the workplace and has adopted a
‘Policy for prevention of Sexual Harassment

at workplace’ to prohibit, prevent or deter any
acts of sexual harassment at workplace and
to provide the procedure for the redressal of
complaints pertaining to sexual harassment in
line with the provisions of Sexual Harassment
of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013 and the rules thereunder
(“POSH Act”). The Company has complied with
the provisions relating to the constitution of the
Internal Committee under the POSH Act. The
composition of IC is in accordance with POSH
Act.

The following is a summary of Sexual Harassment
complaint (s) received and disposed off during
FY 2024-25, pursuant to the Sexual Harassment
of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 and Rules
framed thereunder:

• Number of complaints of sexual
harassment received: Nil

• Number of complaints disposed off: Nil

• Number of cases pending for more than
Ninety days: NA

The Company is committed to provide conducive
environment in which all individuals are treated
with respect and dignity. The Company ensures
that the necessary programs conducted from
time to time to promote a safe and respectful
work environment for all the employees.

50. COMPLIANCES UNDER THE MATERNITY
BENEFIT ACT, 1961

The Company has complied with the applicable
provisions of the Maternity Benefit Act, 1961.
All woman employees have been extended
the benefits as prescribed under the Act. The
Company remains committed to creating a
supportive and inclusive work environment
for women. Adequate internal mechanisms are
in place to facilitate a smooth transition for
employees availing maternity benefits, and to
ensure their well-being during and after the
maternity period.

51. BUSINESS RESPONSIBILITY AND SUSTAIN¬
ABILITY REPORT

As your Company is not falling under top 1,000
listed entities, a Business Responsibility and
Sustainability Report on the Environmental,
Social and Governance is not applicable to the
Company in accordance with the provisions of
Regulation 34 of the SEBI Listing Regulations.

52. OTHER STATUTORY DISCLOSURES

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

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

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

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

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

• During FY 2024-25, there was no instance
of one-time settlement with Banks or
Financial Institutions. Therefore, as per rule
5(xii) of Companies (Accounts) Rules, 2014,
reasons of difference in the valuation at the
time of one-time settlement and valuation
done while taking loan from the Banks or
Financial Institutions are not reported.

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

• The Company has not issued any Sweat
equity shares or equity shares with
differential voting rights during FY 2024-25.

• As the Company does not fall under the list
of top 1,000 listed entities, the requirement
of obtaining D&O insurance is presently not
applicable to the Company.

• In accordance with the provisions contained
in Section 136 of the Act and Regulation
34 of SEBI Listing Regulations, the Annual
Report of the Company, containing Notice
of the Annual General Meeting, Financial
Statements, Cash Flow Statement, Report of
the Auditor’s, Directors’ Report, Corporate
Governance Report thereon are available
on the website of the Company at www.
mangalfincorp.com

53. ACKNOWLEDGEMENT

The Directors take this opportunity to express
their appreciation to all stakeholders of the
Company including the Reserve Bank of India,
the Ministry of Corporate Affairs, the Securities
and Exchange Board of India, the Government
of India and other Regulatory Authorities,
the Depositories, BSE Limited, National Stock
Exchange of India Limited, Bankers, Financial
Institutions, Members, and Customers of the
Company for their continued support and
trust. The Board further places on record its
appreciation for the dedicated services rendered
by the employees of the Company.

For and on behalf of the Board of Directors

Sd/- Sd/-

Meghraj Sohanlal Jain Hardik Jain

Chairman and Managing Director Executive Director

DIN: 01311041 DIN: 07871480

Place: Mumbai Place: Mumbai

Date: 5^th August, 2025 Date: 5^th August, 2025

---

Mar 31, 2024

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

1. FINANCIAL HIGHIGHTS

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

('' in Lakhs except EPS)
Particulars	As at 31st March, 2024	As at 31st March, 2023
Total Revenue	3327.49	2139.98
Total expenditure	1894.99	1062.14
Profit before Tax and Exceptional items	1432.50	1077.84
Exceptional items	-	-
Profit Before Tax	1432.50	1077.84
Less: Provision for Taxation
- Current tax	396.00	295.98
- Deferred tax asset	(20.23)	(15.19)
- Short provision for tax relating to prior years	2.14	5.70
Profit after tax	1054.59	791.35
Appropriations:
- Transfer to Reserve Fund under Section 45-IC of the RBI Act, 1934	210.92	158.27
- Dividend	96.57	96.57
Earnings per share (Face Value '' 10/- each)
- Basic	5.45	4.10
- Diluted	5.45	4.10

2. REVIEW OF OPERATIONS

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

• Interest Income from operations increased to '' 3215.28 Lakhs in FY 2023-24 from '' 1996.49 Lakhs in FY 2022-23.

• Profit after tax (PAT) before OCI increased to '' 1054.59 Lakhs in Fy 2023-24 compared to '' 791.35 Lakhs in FY 2022-23.

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

• Net Interest Income (NII) increased by 45% to '' 2370 Lakhs in FY 2023-24 compared to '' 1635 Lakhs in FY 2022-23.

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

• NNPA is increased to 0.75 % in FY 2023-24 as

compared to 0.74% in FY 2022-23.

3. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

4. DIVIDEND

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

The dividend would be paid to all the equity shareholders, whose names would appear in the Register of Members / list of Beneficial Owners on the Record date fixed for this purpose.

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

As your Company is not falling under 1000 top listed entities, Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI Listing Regulations”) is not applicable to the Company.

5. TRANSFER TO STATUTORY RESERVES

Pursuant to the requirement of Section 45-IC of the Reserve Bank of India Act, 1934, an amount of '' 210.92 Lakhs (previous year ended 31^st March, 2023 was '' 158.27 Lakhs) was transferred to statutory reserve fund.

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

6. CHANGES IN SHARE CAPITAL

During the year, your Company has allotted 2,50,000 Equity shares on Preferential Basis to Mr. Hardik Jain, Promoter and Executive director of the Company.

Post allotment of the aforesaid equity shares, the total issued, subscribed and paid-up share capital of the Company as of 31^st March, 2024, stood at '' 19,56,39,860 /- comprising 1,95,63,986 equity shares of '' 10/- each. The new equity shares issued shall rank pari-passu with the existing equity shares of the Company in all respects.

7. PEREFERENTIAL ALLOTMENT

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

The Company received upfront payment of 25% of warrants allotted at the time of subscription, from the said allottee. As per terms of issue of warrants, the

warrant holder shall deposit the balance 75% for conversion of warrants into equity shares while exercising right to subscribe.

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

8. RECLASSIFICATION OF PROMOTER INTO PUBLIC CATEGORRY

During the year under review, your Company had received a request from Shree Jaisal Electronics and Industries Limited under Regulation 31A of the SEBI Listing Regulations for Reclassification of Promoter Shareholders to Public Shareholders. Accordingly, the Company received an approval on 10^th November, 2023 from BSE Limited for the said reclassification and the same was implemented forthwith.

9. BORROWINGS AND REPAYMENT OF TERM LOANS

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

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

10. REDEMPTION OF DEBENTURES

During the year under review, your Company has redeemed, 95 Nos. Senior, Secured, Unlisted, Redeemable, Non-Convertible Debentures each having a face value of '' 5,00,000/- (bearing ISIN INE545L07028), on 23^rd February, 2024, and also undertook premature redemption of 45 Nos. Senior, Secured, Unlisted, Redeemable, Non-Convertible Debentures each having a face value of '' 5,00,000/-(bearing ISIN INE545L07010) on 20^th March, 2024, which were maturing on 23^rd February, 2025.

11. CAPITAL ADEQUACY RATIO

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

12. PUBLIC DEPOSITS

Being a non-deposit taking Non-Banking Finance Company, your Company has not accepted any deposits from the public within the meaning of the provisions of Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016.

13. CREDIT RATING

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

Rating Action	Date	Amount	Rating
Bank Loan Facilities	3rd July, 2024	200 Crore (enhanced from '' 75 Crore)	CRISIL BBB/Stable
NCDs	3rd July, 2024	18 Crore (Reaffirmed)	CRISIL BBB/Stable

14. CHANGE IN THE NATURE OF BUSINESS

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

15. REPORT ON CORPORATE GOVERNANCE

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

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

16. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND POLICY ON DIRECTOR FAMILIARIZATION

Policy on Appointment and Remuneration of Directors

On the recommendation of Nomination and Remuneration Committee (NRC), the Board has framed a Remuneration Policy. This policy, inter alia, provides;

a) The criteria for determining qualifications, positive attributes and independence of directors; and

b) Policy on remuneration of directors, key managerial personnel and other employees.

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

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

Familiarization programme for Independent Directors

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

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

The details of the Familiarisation Programme along with the number of hours spent by each of the Independent Directors during the Financial Year 2023-24 is explained in the Corporate Governance Report. The same is also available on the website of the Company under the web link https:// mangalfincorp.com/investerZone.aspx

17. DIRECTORSHIP AND KEY MANAGERIAL PERSONNEL (KMP)

The Board of your Company comprised of eminent persons with proven competence and integrity. Besides the experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparations. In terms of requirement of the SEBI Listing Regulations the Board has identified core skills, expertise and competencies of the Directors in the context of the Company''s businesses for effective functioning, which are detailed in the Corporate Governance Report.

As on 31^st March 2024, the Board of Directors of your Company comprises 8 (Eight) Directors of which 1 (One) is Non-Executive Non Independent Director, 4 (Four) are Non-Executive Independent Directors and 3 (Three) are Executive Directors. The Chairman is an Executive Director. The Board composition is in compliance with the requirements of the Act, the SEBI Listing Regulations and the circulars / directions / notifications issued by the RBI (“RBI Directions”). Detailed composition of the Board of Directors has been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Board''s Report.

Consequently, the Board underwent the following changes:

Changes in Directorship

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

During the year under review,

- Ms. Nirupama Charuhas Khandke (DIN: 01605060) ceased to be Independent Director with effect from 27^th December, 2023.

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

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

Retirement by Rotation of the Directors

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

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

Changes in Key Managerial Personnel

During the year, Mr. Manish Rathi ceased to be Chief Executive Officer of the Company with effect from 30^th September, 2023.

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

18. DECLARATION BY INDEPENDENT DIRECTORS

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

independence as mentioned in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs (“MCA”) vide its Notification dated 22^nd October, 2019, regarding the requirement relating to enrolment in the data bank created by MCA for Independent Directors, had been received from all Independent Directors.

19. DIRECTOR(S) DISCLOSURES

Based on the declarations and confirmations received in terms of the provisions of the Act, the SEBI Listing Regulations and the RBI Directions none of the Directors on the Board of your Company are disqualified from being appointed as Directors.

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

20. CODE OF CONDUCT

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

21. BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on the Company''s business policy and strategy apart from other Board businesses. The Board exhibits strong operational oversight with regular presentations in quarterly meetings. The Board meetings are pre-scheduled well in advance to help them plan their schedule and ensure meaningful participation in the meetings. Only in case of special and urgent business, if the need arises, the Board''s approval is taken by passing resolutions through circulation as permitted by law.

The agenda for the Board meetings includes detailed notes on the items to be discussed to enable the Directors to make an informed decision. The Board of Directors of the Company met 7 (Seven) times during the financial year 2023-24. The details of the Board meetings and the attendance of the Directors are given in Corporate Governance Report, which forms part of this Annual Report.

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

22. COMMITTEES OF THE BOARD

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

Company and for operational convenience, has constituted several committees of the Board to deal with specific matters and has delegated powers for different functional areas to different committees.

The Board of Directors has constituted mandatory and non-mandatory committees viz. Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Internal Complaints Committee(s), Asset Liability Management Committee / Risk Management Committee, Investment Committee, Corporate Social Responsibility Committee and Loans and Advance Committee.

Details of all the statutory committees such as composition, terms of reference, number of meeting(s) held and attended by respective member(s) have been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Annual Report.

23. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of sub-section (5) of Section 134 of the Act, and to the best of our knowledge and belief and according to the information and explanations obtained by us, the Directors hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit of the Company for that year;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

f) the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

24. MANAGEMENT DISCUSSION AND ANALYSIS

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

25. ANNUAL EVALUATION BY BOARD OFDIRECTORS

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

The Board of Directors have carried out an annual evaluation of its own performance, Board

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

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

26. ANNUAL RETURN

Pursuant to Sections 92 and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended, the Annual Return is available at the website of the Company at https://mangalfincorp. com/investerZone.aspx

27. INTERNAL AUDITOR AND INTERNAL AUDIT REPORT

Your Company has in place sophisticated internal control structures proportionate to the size, scope and complexity of operations of the Company. During the year, M/s. VAY & Associates, resigned as Internal Auditor of the Company with effect from 1^st February, 2024, due to pre-occupation in other assignments and in order to fill such casual vacancy of Internal Auditor, M/s. Anand R. Chandak & Company, Chartered Accountant were appointed as an Internal auditor of the company with effect from 2^nd February, 2024.

Internal audits are conducted on a regular basis to review and ensure that responsibilities are duly

carried out efficiently. It provides an independent view to the Board of Directors, the Audit Committee and the senior management on the quality and impact of Internal Controls, Internal Control systems and processes. Internal auditor monitors and assesses the effectiveness and adequacy of our Company''s internal control mechanisms.

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

In compliance of the Discretionary Requirements stipulated under Regulation 27 (1) read with Part E of Schedule II of the SEBI Listing Regulations, Internal Auditor reports directly to the Audit Committee before submitting to the Board of Directors.

28. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

29. STATUTORY AUDITORS & THEIR REPORT

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

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

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

30. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s. Vijay S. Tiwari & Associates, Practicing Company Secretaries to conduct the Secretarial Audit for the FY 2023-24.

The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, SEBI Listing Regulations and Guidelines and that the report does not contain any qualification. The Secretarial Audit Report along with Annual Secretarial Compliance Report obtained under Regulation 24A of the SEBI Listing Regulations for the financial year ended 31^st March, 2024 are annexed herewith as Annexure B and Annexure C respectively.

31. COST AUDITORS

As your company is registered under the provisions of Reserve Bank of India Act, 1934 as Non-Banking Financial Company, maintenance of cost records and requirement of cost audit stipulated under the provisions of Section 148(1) of the Act are not applicable in respect of the business activities carried out by the Company.

32. SECRETARIAL STANDARDS

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

33. RBI DIRECTIONS AND GUIDANCE

The Company continues to comply with all the applicable regulations/guidelines/directions

prescribed by the Reserve Bank of India (“RBI”), from time to time.

34. AUCTIONS CONDUCTED

In terms of the requirements stipulated under the Master Direction - Reserve Bank of India (Non-

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

Particulars	31st March, 2024	31st March, 2023
Number of gold loan accounts	114	19
Outstanding Amounts (in lakhs)	'' 260.91	'' 16.02
Value fetched (in lakhs)	'' 264.60	'' 16.50
whether any of its sister concerns participated in the auction	-

35. RISK MANANGEMENT

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

36. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

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

37. RELATED PARTY TRANSACTIONS

In terms of the provisions of the Act, SEBI Listing Regulations and the directions issued by RBI, from time to time, your company has in place “Related Party Transactions Policy” and same can be access on the Company''s website at its weblink i.e. https:// mangalfincorp.com/investerZone.aspx

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

All the related party transactions are presented to the Audit Committee for prior approval. A statement of all related party transactions is presented before Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transactions.

During the year under review, your Company had not entered into any related party transactions covered within the purview of Section 188(1) of the Act, and accordingly, the requirement of disclosure of related party transactions in terms of Section 134(3)(h) of the Act in Form AOC - 2 is not applicable to the Company.

38. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, have been occurred, affecting the financial position of the Company subsequent to the close of the FY 2023-24 till the date of this report.

39. DISCLOSURE AS PER RULE 5 OF THECOMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

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

40. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Your Company being an NBFC and engaged in the financial services activities, its operations are not energy intensive, nor does it require adoption of specific technology and hence information in terms of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is not applicable to the Company.

41. FOREIGN EXCHANGE EARNINGS AND OUTGO

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

42. WHISTLE BLOWER POLICY / VIGIL MECHANISM

In terms of Section 177(9) and Section 177(10) of the Act and the SEBI Listing Regulations, the Board of Directors have adopted a Whistle Blower Policy/Vigil Mechanism inter alia to provide formal mechanism to the Directors and employees of the Company to report their concerns to the Audit Committee of the Company and provide adequate safeguards against victimization of Director(s) or employee(s) who report genuine concerns under the mechanism.

Details of the Whistle Blower Policy/Vigil Mechanism have been provided in the Corporate Governance Report and is available on the website of the Company at https://mangalfincorp.com/investerZone. aspx.

43. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a ‘Policy for prevention of Sexual Harassment at workplace'' to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the rules thereunder (“POSH Act”). The Company has complied with the provisions relating to the constitution of the Internal Committee under the POSH Act. During the year under review, no case of sexual harassment was reported to the Internal Committee (“IC”). The composition of IC is in accordance with POSH Act.

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

44. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading and Code of Fair Disclosure of Unpublished Price Sensitive

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

The Code requires pre-clearance for dealing in the Company''s securities and prohibits the purchase or

difference in the valuation at the time of onetime settlement and valuation done while taking loan from the Banks or Financial Institutions are not reported.

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

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

• In accordance with the provisions contained in Section 136 of the Act and Regulation 34 of SEBI Listing Regulations, the Annual Report of the Company, containing Notice of the Annual General Meeting (“AGM”), Financial Statements,

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

45. EMPLOYEE STOCK OPTION PLANS (ESOPs)

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

46. CORPORATE SOCIAL RESPONSIBILITY POLICY

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

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

Disclosures in terms of Section 134(3) (o) and Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, with respect to CSR activities undertaken by the Company during the year under review have been provided at Annexure E to this Board''s Report.

47. DETAILS AND STATUS OF ACQUISITION, MERGER & MODERNIZATION & DIVERSIFICATION

During the financial year 2023-24 no Acquisition, Merger, Modernization and Diversification have taken place in your Company.

48. INVESTORS EDUCATION AND PROTECTION FUND

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

49. FRAUD REPORTING

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to

the Audit Committee under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which needs to be mentioned in the Board''s Report.

50. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review there were no significant material orders passed by the Regulators/ Courts/Tribunals against the Company which would impact the going concern status or its future operations.

51. HUMAN RESOURCES

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

52. BUSINESS RESPONSIBILITY ANDSUSTAINABILITY REPORT

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

53. OTHER STATUTORY DISCLOSURES

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

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

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

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

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

• During FY 2023-24, there was no instance of one-time settlement with Banks or Financial Institutions. Therefore, as per rule 5(xii) of Companies (Accounts) Rules, 2014, reasons of

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

54. ACKNOWLEDGEMENT

The Directors take this opportunity to express their appreciation to all stakeholders of the Company including the Reserve Bank of India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, the Government of India and other Regulatory Authorities, the Depositories, the BSE Limited, Bankers, Financial Institutions, Members, and Customers of the Company for their continued support and trust. The Board further places on record its appreciation for the dedicated services rendered by the employees of the Company.

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Mar 31, 2022

Your Directors'' are pleased to present the 60^th Annual Report on the affairs of your Company along with the Audited Financial Statements for the Financial Year ended 31^st March, 2022.

In compliance with the applicable provisions of the Companies Act, 2013, ("the Act"), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), this Board''s Report is prepared based on the standalone financial statements of the Company for the year under review:

1. FINANCIAL HIGHIGHTS

	As at	As at
Particulars	31st March, 2022	31st March, 2021
	('' In Lakhs)	('' In Lakhs)
Total income	1384.57	1141.04
Total expenditure	516.32	322.70
Profit before taxation	868.25	818.34
Less: Provision for Taxation
- Current tax	235.22	230.54
- Deferred tax asset	(13.11)	16.70
-Tax in respect of Earlier Year	38.00	-
Net profit after taxes	608.14	571.10
Earnings per share (Face Value '' 10/- each)
Basic	3.15	2.96
Diluted	3.15	2.96

2. DIVIDEND

The Board of Directors are pleased to recommend final dividend of '' 0.5/- per equity share (5%) of face value of '' 10/- each for the financial year ended 31^st March, 2022. The dividend payment is subject to approval of members at the ensuing Annual General Meeting. As your Company is not falling under 1000 top listed entities, regulation 43A of SEBI Listing Regulations is not applicable to the Company.

3. TRANSFER TO STATUTORY RESERVES

Pursuant to the requirement of Section 45-IC of the Reserve Bank of India Act, 1934, an amount of INR 121.63/- Lakhs (previous year ended 31^st March, 2021 was INR 114.22/- Lakhs) was transferred to statutory reserve fund.

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

4. REVIEW OF OPERATIONS

- Total Revenue increased by 21% to INR 1384.57 Lakhs in FY22 compared to INR 1141.04 Lakhs in FY21

- Interest Income from operations grew by 23.4% to INR 1303.89 in FY22 compared to INR 1059.76 Lakhs in FY21

- Profit after tax (PAT) before OCI increased by 6% to INR 608.14 Lakhs in FY22 compared to INR 571 11 lakhs in FY21

- Loan assets under management (AUM) grew by 25% y-o-y to INR 10482.45 Lakhs in FY22 compared to INR 8411.04 Lakhs in FY21

- Net Interest Income grew by 11% to INR 1186.71 Lakhs in FY22 compared to INR 1073.56 Lakhs in FY21

- GNPA reduced to 1.31% in FY22 compared to 1.33% in FY21

- NNPA significantly improved to 0.54% in FY22 compared 1.12% in FY21.

5. CAPITAL ADEQUACY RATIO

Your Company''s Capital Adequacy Ratio, as of 31^st March, 2022, stood at 77.67% (Tier I Capital to Risk Weighted Assets Ratio), which is well above the regulatory requirement of 15% as prescribed by the RBI for NBFCs.

6. PUBLIC DEPOSITS

Your Company is a non-deposit taking non-banking financial company ("NBFC"). Accordingly the company did not held any public deposits at the beginning and end of the financial year, nor has it accepted any public deposit during the financial year under review.

7. COVID-19 PANDEMIC

Financial year 2021-22 was once again dominated by the COVID-19 pandemic as new waves of infection swept across countries. The second wave (called ''Delta'') proved far more deadly than the first that struck in 2020.

The advent of the highly transmissible variant ''Omicron'' in early January, 2022 (the third wave) spread much dread across the world. During this wave, India''s daily number of reported cases peaked to nearly 350000 on 20^th January, 2022 and active case load was over 22 million as on 23^th January, 2022. Fortunately, while highly transmissible, Omicron was not as clinically deadly as delta. So, while many got infected, almost all got well again within a week or so, without hospitalisation and mortality.

The impact of the second and third wave of the

pandemic on the performance of the Company and measures adopted to steer through this continuing crisis have been discussed in detail in Management Discussion and Analysis.

8. CREDIT RATING

Your Company''s financial discipline and prudence is reflected in the strong credit rating ascribed by Infomerics Valuation & Ratings Private Limited. The credit rating of the company has been upgraded on 9^th May 2022 which reflects the continued sound financial performance of the company.

Particulars/ Rating Agencies	Amount (INR)	Upgraded Ratings	Previous Rating
Long	70 Crore	IVR BBB /	IVR BBB-
Term Bank		Stable (IVR	/ Stable
Facilities		Triple B with Stable Outlook)	(IVR Triple B Minus with Stable Outlook)

9. SHARE CAPITAL

During the financial year under review, the issued, subscribed and paid-up share capital of the Company as at 31^st March, 2022 was INR 19,31,39,860/- divided into 1,93,13,986 equity shares of face value of INR 10/- each.

Your Company has not issued and allotted any equity shares with differential rights as to voting, dividend or otherwise during the financial year ended on 31^st March 2022.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any subsidiaries, joint venture(s)/associate company(ies) within the meaning of Section 2(6) of the Companies Act, 2013 as at the end of the financial year 2021-22.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, along with relevant documents are available on the website of the Company.

11. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND POLICY ON DIRECTOR FAMILIARIZATION

Policy on Appointment and Remuneration of Directors

On recommendation of the Nomination and Remuneration Committee (NRC), the Board has framed a Remuneration Policy. This policy, inter alia, provides

(a) The criteria for determining qualifications, positive attributes and independence of directors; and

(b) Policy on remuneration of directors, key managerial personnel and other employees.

The policy is directed towards a compensation philosophy and structure that will reward and retain talent; and provides for a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The Remuneration Policy is available on the Company''s website. As per the requirements of the RBI Master Directions and SEBI Listing Regulations, details of all pecuniary relationship or transactions of the non-executive directors vis-a-vis the Company are disclosed in the Corporate Governance Report.

Policy on Directors Familiarization

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

12. DIRECTORSHIP AND KEY MANAGERIAL PERSONNEL (KMP)

As on 31^st March 2022, the Board of Directors of your Company comprises of 7 (Seven) Directors of which 1 (One) is Non-Executive Non Independent Director, 4 (Four) are Non-Executive Independent Directors and 2 (Two) are Executive Directors. The Chairman is an Executive Director. The Board composition is in compliance with the requirements of the Act, the SEBI Listing Regulations and the circulars / directions

/ notifications issued by the RBI ("RBI Directions"). Detailed composition of the Board of Directors has been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Board''s Report.

Consequently, the Board underwent the following changes:

A. Change in Directorship Cessation of Director:

With deep regret, we report the resignation of Mr. Naval Maniyar from the post of Chief Financial Officer and Executive Director received on 5^th March 2022. The board places on record its sincere appreciation for the valuable contribution made by Mr. Naval Maniyar during his tenure on the Board.

Appointment of Director:

All appointments of Directors are made in accordance with the relevant provisions of the Act, SEBI Listing Regulations, the RBI Directions and other laws, rules, guidelines as may be applicable to the Company. The Nomination & Remuneration Committee ("NRC") exercises due diligence inter-alia to ascertain the ''fit and proper'' person status of person proposed to be appointed on the Board of Directors of the Company, and if deemed fit, recommends their candidature to the Board of Directors for consideration.

During the year under review, Mr. Nilesh Jain (DIN: 08788781) was appointed as Additional Executive Director by the Board of Directors at their Board Meeting held on 30^th October 2021 for a period of (1) one year and who shall hold office upto the 60^th Annual General Meeting which is to be held on 30^th September, 2022.

Retirement by Rotation of the Directors:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 Mr. Meghraj Jain (DIN: 01311041) Chairman and Managing Director and Mr. Sujan Sinha (DIN- 02033322) Non- Executive Non- Independent Director shall retire by rotation at the forthcoming Annual General Meeting and being eligible, offers them self for re-appointment. A brief profile of Mr. Meghraj Jain and Mr. Sujan Sinha has been included in the Notice convening the ensuing Annual General Meeting.

Changes in KMP:

Resignation of Mr. Naval Maniyar from the post of Chief Financial Officer received on 5^th March, 2022.

Appointment of Mr. Manish Rathi as a Chief Executive Officer of the Company with effect from 1^st April, 2022. Brief profile of Mr. Manish Rathi is set out in Annexure F of Directors'' Report.

13. DIRECTOR(S) DISCLOSURES:

Based on the declarations and confirmations received in terms of the provisions of the Act, the Listing Regulations and the RBI Directions none of the Directors on the Board of your Company are disqualified from being appointed as Directors.

A certificate from M/s. Vijay S. Tiwari & Associates, Practicing Company Secretary, confirming that none of the Directors on the Board of the Company as on 31^st March, 2022 have been debarred or disqualified from being appointed or continuing as Director on the Board of the Company by the Securities and Exchange Board of India, the Ministry of Corporate Affairs or any such statutory authority forms part of the Corporate Governance Report which is annexed to and forms an integral part of this Board''s Report.

14. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the declarations from all the Independent Directors as per the Section 149(7) of the Act and Regulation 16 (1) (b) of the SEBI Listing Regulations and the Board is satisfied that all the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Act and Regulation 16 (1) (b) of the SEBI Listing Regulations.

Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCA") vide its Notification dated October 22, 2019, regarding the requirement relating to enrollment in the data bank created by MCA for Independent Directors, had been received from all Independent Directors.

15. CODE OF CONDUCT

Your Company has formulated a code of conduct for Board of Directors and Senior Managerial Personnel.

The Code of Conduct is also posted on the website of the Company. All Board Members and Senior

Management Personnel have confirmed compliance with the Code for the financial year 2021-22.

A declaration to this effect signed by Mr. Meghraj Jain, Managing Director is reproduced below:

In accordance with Regulation 26 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, I hereby confirm that; all the Members of the Board and the Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct and Ethics for the Members of the Board and the Senior Management Personnel, as applicable to them, in respect of the financial year 2021-22.

16. ANNUAL RETURN

The Annual Return of the Company as on 31^st March, 2022 is available on the Company''s website and can be accessed at www.mangalfincorp.com.

17. BOARD MEETINGS HELD DURING THE YEAR

The Board meets at regular intervals inter-alia to discuss and review various matters including business performance, business strategies and policies. During the year under review, 4 (Four) meetings of the Board of Directors were held as per the details below:

Sr. No.	Date of Board Meeting
1.	19th May, 2021
2.	12th August, 2021
3.	12th November, 2021
4.	04th February, 2022

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

Details with respect to the meetings of the Board of Directors and Committee(s) held during the year under review, including attendance by Directors/ Members at such meetings have been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Directors'' Report.

18. BOARD COMMITTEES

The Board of Directors, in compliance with the requirements of various laws applicable to the Company and for operational convenience, has

constituted several committees to deal with specific matters and has delegated powers for different functional areas to different committees.

The Board of Directors has constituted Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Internal Complaints Committee and Corporate Social Responsibility Committee.

Details with respect to the composition, terms of reference, number of meeting(s) held and attended by respective member(s) has been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Directors'' Report.

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of our knowledge and belief and according to the information and explanations obtained by us, the Directors hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting stan-dards have been followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

f) the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

20. ANNUAL EVALUATION BY BOARD OF DIRECTORS

In terms of the provisions of the Act and the Listing Regulations, the Board of Directors adopted a ''Board Performance Evaluation Policy'' to set out a formal mechanism for evaluating performance of the Board, that of its Committee(s) and individual Directors including the Chairperson.

In terms of the requirement of Schedule IV of the Act and Regulation 25 of the Listing Regulations, a separate meeting of the Independent Directors was held on 19^th May, 2021 to inter-alia review the performance of the Non- Independent Directors including the Chairman and the Board, as a collective entity.

The Board of Directors have carried out an annual evaluation of its own performance, Board Committees, and Individual Directors pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

The statement indicating the manner in which the annual evaluation has been carried out pursuant to Listing Regulations and Companies Act, 2013 is given in the Corporate Governance Report, which forms integral part of this Annual Report.

21. INTERNAL AUDITOR AND INTERNAL AUDIT REPORT

The Internal Audit function provides an independent view to the Board of Directors, the Audit Committee and the senior management on the quality and impact of Internal Controls, Internal Control systems and processes. During the year M/s. Goyal Pareek & Co., Chartered Accountant and M/s. Sharma & Goyal, Chartered Accountant were appointed as Internal Auditor of the company.

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

22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has adopted policies and procedures for the governance of orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The Company''s internal control systems are commensurate with the nature of its business, the size and complexity of its operations. The internal control system is supported by an internal audit process for reviewing the design, adequacy and efficacy of the Company''s internal controls, including its systems and processes and compliance with regulations and procedures. Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board, which also reviews the adequacy and effectiveness of the internal controls in the Company.

23. STATUTORY AUDITORS & THEIR REPORT

M/s. MGB & Co. LLP, Chartered Accountants, (FRN: 101169W/W-100035) was appointed as the Statutory Auditors of the Company for a term of 4 (Four) consecutive years, from the conclusion of 57^th Annual General Meeting held on 30^th September, 2019 and shall hold the office till the conclusion of the 61^st Annual General Meeting of the Company.

M/s. MGB & Co. LLP, Statutory Auditors in their report(s) on the audited financial statements of your Company for the financial year ended 31^st March, 2022, have not submitted any qualifications, reservations, adverse remarks or disclaimers.

The observations and comments, if any, given by the Auditors in their report read together with notes on financial statement are self-explanatory and hence do not call for any further comments under Section 134 of the Act.

24. REPORT ON CORPORATE GOVERNANCE & MANAGAMENET DISCUSSION ANALYSIS

Pursuant to the SEBI Listing Regulations, Management Discussion Analysis and Corporate Governance Report are part of this Annual Report. The Corporate Governance Report for the year under review, including disclosures as stipulated under

Regulation 34 read with Schedule V of the SEBI Listing Regulations and the RBI Directions is annexed herewith as Annexure E to this Directors'' Report.

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

25. SECRETARIAL AUDITOR

The Board has appointed M/s. Vijay S. Tiwari & Associates, Practicing Company Secretary as a Secretarial Auditor of the Company, according to the provision of section 204 of the Companies, Act 2013 read with rules for conducting Secretarial Audit of Company for the financial year 2021-22. The Report of the Secretarial Audit and Annual Secretarial Compliance Report pursuant to SEBI Circular No. CIR/ CFD/CMD1/27/2019 dated 08^th February 2019 is annexed herewith as Annexure A and Annexure B.

26. SECRETARIAL STANDARDS

During the year under review, your Company has followed the applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ''Meetings of Board of Directors'' and ''General Meetings'' respectively.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company is registered with RBI as non-deposit taking non-banking financial company ("NBFC"). Thus, in terms of Section 186(11) of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014, the provisions of Section 186 in respect of loans made, guarantees given or securities provided by the Company are not applicable to the Company.

28. RELATED PARTY TRANSACTIONS

All the related party transactions during the financial year were at arm''s length basis and are in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. There were no material significant related party transactions entered into by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict of interest with the Company at large.

All the related party transactions are presented to the Audit Committee and Board for their approval. A statement of all related party transactions is presented

before Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transactions.

During the year under review, your Company had not entered into any related party transactions covered within the purview of Section 188(1) of the Act, and accordingly, the requirement of disclosure of related party transactions in terms of Section 134(3)(h) of the Act in Form AOC - 2 is not applicable to the Company.

The related party transaction policy of the Company have been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Directors'' Report.

29. DISCLOSURE AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure C to this Report.

30. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments other than in the normal course of business have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Your Company being an NBFC and engaged in the financial services activities, its operations are not energy intensive, nor does it require adoption of specific technology and hence information in terms of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is not provided in this Board''s Report. Your Company is vigilant on the need for conservation of energy.

32. FOREIGN EXCHANGE EARNINGS AND OUTGO

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

33. WHISTLE BLOWER POLICY / VIGIL MECHANISM

In terms of Section 177(9) and Section 177(10) of the Act and the SEBI Listing Regulations, the Board of Directors adopted a Whistle Blower Policy/Vigil Mechanism interalia to provide a mechanism for Directors and employees of the Company to approach the Audit Committee of the Company and to report genuine concerns related to the Company and provide for adequate safeguards against victimization of Director(s) or employee(s) who report genuine concerns under the mechanism. Details of the Whistle Blower Policy/Vigil Mechanism have been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Directors'' Report.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide conducive environment in which all individuals are treated with respect and dignity and promote a gender sensitive and safe work environment. Accordingly, the Board of Directors adopted a ''Policy for prevention of Sexual Harassment at workplace'' and also constituted an Internal Complaints Committee, in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 201

Your Directors further states that during the year under review, there were no cases filed pursuant to the Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

35. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prohibition of Insider Trading (the ''Code'') in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015, with a view to regulate trading in securities by the Board of Directors and Employees of the Company, their immediate relatives and other insiders as defined in the Code. Also, during the period of closure of the trading window, no Employee/ Designated Person is permitted to trade with or without pre-clearance in securities of restricted companies as informed by the Secretarial Department, from time to time. Timely disclosures are made to the Stock Exchanges by the Company. No Employee/ Designated Person is permitted to communicate, provide, or allow access to any Unpublished Price Sensitive Information relating

to Company, its securities or any other company (listed or proposed to be listed), to any person except where such communication is in furtherance of legitimate purpose, performance of duties or discharge of legal obligations. The Company periodically monitors and facilitates compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

36. RBI DIRECTIONS AND GUIDANCE

Your Company complies with the direction(s), circular(s), notification(s) and guideline(s) issued by the Reserve Bank of India as applicable to your Company as a non-deposit taking non-systemically important non-banking financial company ("NBFC").

37. RISK MANANGEMENT

The Board of Directors of the Company is responsible to implement, and monitor the risk management for the Company. The Board considers the risks that impact the mid-term to the long-term objectives of the business, including those reputational in nature. The Board has additional oversight in the area of financial risks and controls apart from Audit Committee, Internal Auditors and Statutory auditors of the company.

38. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business by the Company during the period under review.

39. EMPLOYEE STOCK OPTION PLANS (ESOPs)

During the financial year 2021-22 your Company have not offered any Employee Stock Options scheme to Employees. Hence, relevant provisions of the Act and SEBI Listing Regulations are not applicable to the Company.

40. CORPORATE SOCIAL RESPONSIBILITY POLICY

In terms of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee in the Meeting held on 13^th December, 2019 and in light of your Company''s philosophy of being a responsible corporate citizen, the Board of Directors adopted a ''CSR Policy'' in the Meeting held on 12th February, 2020 which lays down the principles and mechanism for undertaking various projects / programs as part of Company''s CSR activities. In terms of the CSR Policy,

Company''s CSR activities are focused in the fields of education, women empowerment, environment, sanitation & water, healthcare and humanitarian relief.

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

Disclosures in terms of Section 134(3) (o) and Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, with respect to CSR activities undertaken by the Company during the year under review have been provided at Annexure D to this Directors'' Report.

41. DETAILS AND STATUS OF ACQUISITION, MERGER & MODERNIZATION & DIVERSIFICATION

During the financial year 2021-22 no Acquisition, Merger, Modernization and Diversification have taken place in your Company.

42. INVESTORS EDUCATION AND PROTECTION FUND

During the year under review, the company has transferred '' 4.24 Lakhs to the Investor Education and Protection Fund

43. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS UNDER SECTION 143(12) OF COMPANIES ACT, 2013

There are no frauds reported by the Auditor which are required to be disclosed under Section 143 (12) of Companies Act, 2013.

44. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There is no material or significant order passed by the regulator(s) or court(s) or tribunal(s) impacting the going concern status and /or the future operations of your Company.

45. OTHER STATUTORY DISCLOSURES

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

- Details required under the provisions of section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, the ratio of remuneration of directors to median remuneration of employees, percentage increase in the median remuneration, are annexed to this Report.

- Details of top ten employees in terms of the remuneration and employees in receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details prescribed under rule 5(3) of the said rules, which form part of the Directors'' Report, will be made available to any member on request, as per provisions of section 136(1) of the Act.

- The provision of section 148 of the Act relating to maintenance of cost records and cost audit are not applicable to the Company.

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

- The Company has not defaulted in repayment of loans from banks and financial institutions. There were no delays or defaults in payment of interest/ principle of any of its debt securities.

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

- During financial year 21-22, there was no instance of one-time settlement with Banks or Financial Institutions. Therefore, as per rule 5(xii) of Companies (Accounts) Rules, 2014, reasons of difference in the valuation at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions are not reported.

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

46. ACKNOWLEDGEMENT

The Directors take this opportunity to express their appreciation to all stakeholders of the Company including the Reserve Bank of India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, the Government of India and other Regulatory Authorities, the Depositories, the BSE Limited, Bankers, Financial Institutions, Members, and Customers of the Company for their continued support and trust. The Board further places on record its appreciation for the dedicated services rendered by the employees of the Company.

By the Order of the Board of Directors For Mangal Credit and Fincorp LimitedSd/- Sd/-

Meghraj Jain Nilesh Jain

Chairman & Managing Director Director

DIN:01311041 DIN:08788781

Place: Mumbai Date: 25^th July, 2022

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Mar 31, 2018

The directors have pleasure in presenting the 56th Annual Report of the Company for the year ended 31st March, 2018.

Financial Results

The performance of the Company for the financial year ended 31st March, 2018 is summarized as under:

(Rs. In Lacs)

PARTICULARS	STANDALONE		CONSOLIDATED
	F.Y. 2017-18	F.Y. 2016-17	F.Y. 2017-18	F.Y. 2016-17
Revenue From Operation	946.25	827.53	11021.48	7921.56
Other Income	36.48	35.17	614.42	460.59
Total Income	982.73	862.70	11635.89	8382.15
Profit Before Depreciation, Extra Ordinary Items & Tax	647.11	441.52	1769.77	1653.46
Less: Depreciation & Amortisation	21.25	31.34	564.73	915.68
Profit Before Extra Ordinary Items & Tax	625.86	410.18	1205.04	737.78
Less: Extra Ordinary Items	Nil	Nil	Nil	Nil
Profit Before Tax	625.86	410.18	1205.04	737.78
Provision for Current Taxation	175.77	126.33	332.22	235.76
Deferred Tax Expenses/(Income)	(16.15)	19.32	1.60	45.21
Prior Period Tax Adjustment	7.99	(5.35)	(3.74)	(8.12)
Mat Credit Entitlement	Nil	Nil	(66.35)	Nil
Less: Minority Interest	Nil	Nil	101.09	63.05
Less: Share in Profit/(Loss) of Associates	Nil	Nil	Nil	NIL
Net Profit After Tax	458.24	269.87	840.22	401.89
On account of Amalgamation/Subsidiaries	-	-	282.44	-
Balance Brought forward	1115.38	948.20	1567.28	1274.79
Amount Available for Appropriation	1573.62	1218.07	2689.94	1676.68
Appropriations :
Proposed Dividend	96.56	40.28	96.57	40.28
Dividend Tax	19.12	8.43	19.13	8.43
Transfer to General Reserve	Nil	NIL	NIL	Nil
Transfer to Statutory Reserve Fund	91.64	53.97	91.64	53.97
Loss of Standard Medserve brought Forward	Nil	Nil	Nil	Nil
Minority losses in excess of their Equity	Nil	Nil	Nil	Nil
Fixed assets traf. to retained earnings
Balance Carried forward	1366.28	1115.39	2482.6	1574.00

Review of Operations

During the year under review, the finance division has performed well. Accordingly, the Company has achieved total revenue of Rs.982.73 Lacs and net profit after after tax is Rs.458.24 lacs for the current year against the previous year total revenue of Rs.862.70 lacs and net profit after tax Rs.269.87.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 0.05 per Equity Shares (i.e 5%) for the year ended March 31, 2018. There will be no deduction of tax at source. The provision for dividend payable is accounted on 193139860 Nos. Equity shares.

Fixed Deposits

The Company has not accepted any deposits during the year under review and it continues to be a Non-deposit and Non Banking Financial Company in conformity with the guidelines of the Reserve Bank of India and Companies (Acceptance of Deposits) Rules, 1975.

Directors and Key Managerial Personnel

Your Board comprises of efficient and able directors who have vast experience in this line of business. Mr. Meghraj S. Jain & Mr. Sandeep Maloo retires at the ensuing Annual General Meeting by rotation and being eligible, offers themselves for re-appointment as Director.

The brief details of all members of Board are annexed to this report.

The following persons are Key Managerial Personnel of the Company

1. Mr. Sandeep Maloo - Managing Director

2. Mr. Meghraj Jain - Managing Director

3. Ms. Madhuri Prakash Survase - Company Secretary

Remuneration and other details of Key Managerial Personnel for the year ended 31st March, 2018 are stated in the extract of the Annual Return.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declaration from Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).

SHARE CAPITAL

During the year the Authorised Share Capital of the Company is Rs.25,00,00,000/-.

ISSUED, SUBSCRIBED AND PAID-UP CAPITAL

The Existing Authorised Share capital of the Company is Rs. 25,00,00,000/-consisting of 250000000 Equity Shares of Re.1/- each, Issued and Subscribed capital is Rs. 193139860/-consisting of 193139860 Equity Shares of Re.1/ each and paid up Share Capital is Rs. 193139860/- consisting of 193139860 Equity Shares of Re.1/ each

Directors’ Responsibility Statement

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, your Directors state that:

- In the preparation of the annual accounts, the applicable accounting stan-dards have been followed along with proper explanation relating to material departures;

- The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and the profit for the year ended on that date;

- The directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

- The directors have prepared the annual accounts on a going concern basis:

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

- The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace. The Company has been employing 6 women employees in various cadres as on 31st March, 2018. The Company has in place an Internal Complaint Committee in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place. During the FY 2017-2018, the Company has not received any complaint regarding sexual harassment as on 31st March, 2018.

Particulars of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished here under.

SN	Particulars	Disclosure
1.	Conservation of Energy and Power consumption	The company continued to accord priority to conservation of energy and is continuing its efforts to utilise energy more efficiently.
2.	Technology Absorption and Research & Development	The company has not absorbed any technology nor any research & development work has been carried out.
3.	Foreign Exch. - Earnings	Nil
4.	Outgo	Nil

Particulars Of Employees

There are no employees of the category specified in under Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Auditors and Audit Report

M/s. MGB & Co. LLP, Chartered Accountants (FRN no.101169W/W-100035) were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on Aug 04, 2014. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer.

Auditors Observations/Comments

The director’s report, corporate governance report, Secretarial audit report, management discussion analysis have addressed most of the issues and observations and the comments of the Auditors are self-explanatory.

Audit Committee

The Composition of Audit Committee was changed from time to time. The present composition of Audit Committee consists of the following members:

Mr. Gurumurthy Ramachandran - Chairman

Mr. Sandeep Maloo - Member

Mr. Ratish Suresh Tawde - Member

The above composition of the Audit Committee, interalia, consists of independent Directors viz., Mr. Gurumurthy Ramachandran and Mr. Ratish Tawde who forms the majority. The Company has established a vigil mechanism to oversee through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of the company. The more details of the Audit Committee are stated under Corporate Governance Report.

Stakeholders Relationship Committee

The Share Transfer Committee constituted was renamed as The Share Transfer and Investors Grievances Committee. To comply with The Composition of Stakeholders Relationship Committee was changed from time to time. The present composition of Stakeholders Relationship Committee consists of the following members:

The Composition of Committee is as under:

Mr. Gurumurthy Ramachandran - Chairman

Mr. Ratish Suresh Tawde - Member

Ms. Swati Sharma - Member

Nomination & Remuneration Committee

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 framed there under, every listed company and prescribed class of companies, shall constitute Remuneration Committee (RC) of the Board consisting of 3 or more non - executive directors out of which not less than % shall be independent director.

The Composition of RC was changed from time to time.

The present composition of RC consists of the following members:

Mr. Gurumurthy Ramachandran – Chairman

Mr. Ratish Suresh Tawde - Member

Ms. Swati Sharma - Member

The above composition of the Nomination & Remuneration Committee, interalia, consist of Independent Directors viz.,Mr. Gurumurthy Ramchandran and Mr Ratish Suresh Tawde, who forms the majority. The Remuneration Committee have formulated a policy as prescribed under the Act which, interalia, includes criteria for determining qualification, positive attributes and independence of a director and recommended to the Board for adoption of the Policy. The Policy also covers recommendation to the Board on the remuneration to the Board of Independent Directors, Key Managerial Personnel and other employees.

Corporate Social Responsibility Committee

Corporate Social Responsibility is not applicable. Hence, the company has not made any provisions for Corporate Social Responsibility.

Extract Of Annual Return

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as “Annexure A”.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, M/s Vijay S. Tiwari & Associates, Company Secretaries in Whole-time practice (ACS no. 33084, C P No.12220), was appointed to conduct Secretarial Audit for the year ended 31st March, 2018.

M/s Vijay S. Tiwari & Associates, Practising Company Secretaries has submitted Report on the Secretarial Audit which is attached as “Annexure B” and forms a part of this report. There are some Qualifications or observations or remarks made by the Secretarial Auditor in the Report.

Company’s Policy Relating To Directors Appointment, Payment Of Remuneration And Discharge Of Their Duties

The Company has a Policy relating to appointment of Directors, payment of Managerial remuneration, Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 and under the provisions of Listing Agreement.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees, which covers various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

Related Party Transactions

All the Related Party Transactions have been approved by the Audit Committee and also by the Board. The transactions with Mangal group of the Company were approved by the shareholders at the AGM held on 30th September, 2015 and the approval is valid for a period of five years.

Transactions with related parties during the financial year under review are at arm’s length and in the ordinary course of business and confirming to the requirements of Companies Act, 2013. Omnibus approvals from Audit Committee were taken for the transactions that are foreseen and of repetitive in nature. Form AOC-2 as required under Section 134 (3) (h) of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, is enclosed as “Annexure C”.

The Company has in place a Related Party Transaction Policy which was approved by the Board and has been placed on the website of the Company.

CORPORATE GOVERNANCE

The Company has complied with the provisions pertaining to Corporate Governance as per the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 requirements of the Stock Exchanges and necessary disclosures have been made in this regard in the Report on Corporate Governance is annexed as “Annexure-D” along with a certificate from a Practicing Company Secretary confirming compliance of the same.

Number Of Board Meetings Conducted During The Year Under Review

The Company had 8 (Eight) Board meetings during the financial year under review. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

Investor Services

As the members are aware, your company’s shares are tradable compulsorily in electronic form and your company has established connectivity with both the depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialization of Company’s shares on either of the Depositories as aforesaid.

Subsidiaries, Joint Ventures and Associate Companies

During the year under review, following are the Companies / Bodies Corporate which became Subsidiaries or Joint Venture or Associate during the financial year 2017-18: Nil

During the year under review, following are the Companies / Bodies Corporate which ceased to be Subsidiaries or Joint Venture or Associate during the financial year 2017-18:

Sr. No.	Name of the Companies / Bodies Corporate	Subsidiaries or Joint Venture or Associate
1	Chakshu Realtors Private Limited	Subsidiary
2	Mangal Entertainment Private Limited	Subsidiary
3	Mangal Extrusion Private Limited	Subsidiary
4	Standard Infra Developers Private Limited	Subsidiary
5	Scarled Computech Private Limited	Associate

A statement containing the salient features of the financial statement of subsidiary (i.e. Part - A of Form AOC-1), as per Section 129(3) of the Act, is provided as Annexure E.

A statement containing the salient features of the financial statement of Associate / Joint Venture companies (i.e. Part - B of Form AOC-1), as per Section 129(3) of the Act, is Not Applicable during the year.

Human Resources

Your Company considers people as one of the most valuable resources. It believes in the theme that success of any organization depends upon the engagement and motivation level of employees. All employees are committed to their work and proactively participate in their area of operations. The Company’s HR philosophy is to motivate and create an efficient work force as manpower is a vital resource contributing towards development and achievement of organisational excellence.

Internal Controls

The Company has an adequate system of internal checks on its day to day affairs, which acts as a internal control system commensurate with its size and the nature of its business.

The internal controls system of the Company are monitored and evaluated and reviewed by Management and Audit Committee of the Board of Directors. Auditor’s observations in confirmation to policy in force has also been received.

Statement Concerning Development and Implementation of Risk Management Policy of the Company

Pursuant to the requirement of SEBI (LODR) regulation, the Company has constituted a Risk Management Committee. Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risk as also identify business opportunities.

The objectives and scope of the Risk Management Committee broadly comprises:

- Oversight of risk management performed by the executive management;

- Reviewing the Risk Management Policy and Framework in line with Local legal requirements and SEBI guidelines

- Reviewing risks and evaluate treatment including initiating mitigation actions and ownership as per a pre-defined cycles.

- Defining framework for identification, assessment, monitoring, mitigation and reporting of risk.

Within its overall scope as aforesaid, the Committee shall review risk trends, exposure, potential impact analysis and mitigation plan.

Acknowledgements

The Board wishes to place on record their appreciation for the sincere efforts of the Director, employees and the co-operation extended by the Bankers, Shareholders, clients & associates for their continue support towards the conduct of the Company.

For Mangal Credit and Fincorp Limited

Sd/-

(Mr. Meghraj Jain)

Chairman & Managing Director

DIN: 01311041

Place: Mumbai

Date: 21st May, 2018

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Mar 31, 2016

To,

The Members

Mangal Credit and Fincorp Limited

Your directors have pleasure in presenting the 54^th Annual Report of the Company for the year ended 31^st March, 2016.

Financial Results

The performance of the Company for the financial year ended 31^st March, 2016 is summarized as under:

_(Rs. In Lacs)

PARTICULARS	STANDALONE		CONSOLIDATED
	F.Y. 2015-16	F.Y. 2014-15	F.Y. 2015-16	F.Y. 2014-15
Revenue From Operation	664.46	1166.80	14340.52	23339.09
Other Income	254.46	214.97	579.07	781.43
Total Income	918.92	1381.77	14919.59	24120.52
Profit Before Depreciation, Extra Ordinary Items & Tax	186.57	211.02	1047.60	967.31
Less: Depreciation & Amortization	51.84	72.19	712.53	566.86
Profit Before Extra Ordinary Items & Tax	134.73	138.83	335.07	400.45
Less: Extra Ordinary Items	Nil	Nil	Nil	NIL
Profit Before Tax	134.73	138.83	335.07	400.45
Provision for Current Taxation	69.00	57.00	161.01	139.64
Deferred Tax Expenses/(Income)	(8.490)	(10.75)	30.25	1.71
Prior Period Tax Adjustment	(1.20)	(0.19)	(35.10)	0.02
Mat Credit Entitlement	(34.28)	Nil	(11.82)	(9.33)
Less: Minority Interest	Nil	Nil	49.92	72.51
Less: Share in Profit/(Loss) of Associates	Nil	Nil	NIL	Nil
Net Profit After Tax	109.72	92.77	140.81	195.89
Balance Brought forward	860.42	794.69	1113.15	996.41
Amount Available for Appropriation	970.14	887.46	1253.96	1192.30

Appropriations : Proposed Dividend	0.00	7.04	0.00	7.04
Dividend Tax	0.00	1.44	0.00	1.44
Transfer to General Reserve	Nil	Nil	Nil	Nil
Transfer to Statutory Reserve Fund	21.94	18.56	22.49	18.55
Loss of Standard Medserve brought Forward	Nil	Nil	Nil	Nil
Minority losses in excess of their Equity	Nil	Nil	(43.32)	50.04
Fixed assets traf. to retained earnings			0.00	2.06
Balance Carried forward	948.20	860.42	1274.78	1113.15

Review of Operations

During the year under review, the finance division has performed well. Accordingly, the Company has achieved total revenue of Rs.918.92 Lacs and net profit after after tax is Rs.109.72 lacs for the current year against the previous year total revenue of Rs.1381.77 lacs and net profit after tax Rs.92.77.

Dividend

Your Directors have not recommended payment of dividend for the financial year ended March 31, 2016 since it is proposed to retain the same in the business.

Fixed Deposits

The Company has not accepted any deposits during the year under review and it continues to be a Non-deposit and Non Banking Financial Company in conformity with the guidelines of the Reserve Bank of India and Companies (Acceptance of Deposits) Rules, 1975.

Directors and Key Managerial Personnel

Your Board comprises of efficient and able directors who have vast experience in this line of business. Mr. Meghraj S. Jain & Mr. Sandeep Maloo retires at the ensuing Annual General Meeting by rotation and being eligible, offers themselves for re-appointment as Director.

During the year under review there is change in Key Managerial Personnel of the Company as follows:

Sr. No	Name of Director	Date of Resignation	Date of Appointment
1	Mr. Bhagwan Shrinivas Sarda	15/01/2016	-
2	Mr. Ramasubramanian Shankaran	15/01/2016	-
3	Mr. Pankaj Dinesh Jain	15/01/2016	-
4	Mr. Ajitkumar Sohanlal Jain	15/01/2016	-
5	Mr. Shyamkumar Madanlal Agrawal	-	15/01/2016
6	Mrs. Swati Sharma	-	15/01/2016

The brief details of all members of Board are annexed to this report.

The following persons are Key Managerial Personnel of the Company

1. Mr. Sandeep Maloo - Managing Director

2. Mr. Meghraj Jain - Managing Director

3. Mrs.Neela Maloo - Director

4. Ms. Madhuri Prakash Survase - Company Secretary

Remuneration and other details of Key Managerial Personnel for the year ended 31^st March, 2016 are stated in the extract of the Annual Return.

Declaration From Independent Directors

The Company has received necessary declaration from Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).

Share Capital

During the year company has increased the Authorized Share Capital of the Company From Rs. 2,00,00,000/- to Rs. 25,00,00,000/-.

Issued, Subscribed And Paid-Up Capital

During the year Company has allotted 70,44,075 fully paid up Equity shares of face value Rs. 10/- each during the quarter ended December 31, 2015 pursuant to a bonus issue approved by the shareholder in Extra Ordinary General Meeting held on 9^th December, 2015 in the ratio of 5 (Five) Bonus Equity Shares of Rs. 10/- (Rupees Ten only) each, for every 1 (One) fully paid-up Equity Share of Rs. 10/- (Rupees Ten only) each held by Member and that the Bonus Shares so distributed shall, for all purposes as and when issued and fully paid rank pari passu with the existing equity shares.

Preferential Allotment

In order to expansion of business and to reduce interest cost burden on borrowed capital of the Company, the Company has issued 73,61,096 equity shares to promoters and non promoters category, constituting 46.55% of the post issue share capital of the company through preferential allotment at a price of Rs. 36.45 per share aggregating to 2683.12 lac. The proceeds of the preferential allotment were utilized towards the repayment of equivalent debt in accordance with their objective of the preferential allotment i.e. “To augment the resources of the Company primarily for expansion and for future growth of the business”

Directors’ Responsibility Statement

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, your Directors state that:

-In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

-The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2016 and the profit for the year ended on that date;

-The directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

-The directors have prepared the annual accounts on a going concern basis:

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

-The Directors had deviced proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

Disclosure as per the sexual harassment of women at workplace (prevention, prohibition and redressal) Act, 2013:

The Company has zero tolerance towards sexual harassment at the workplace. The Company has been employing 10 women employees in various cadres as on 31^st March, 2016. The Company has in place an Internal Complaint Committee in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place. During the FY 2015 - 2016, the Company has not received any complaint regarding sexual harassment as on 31^st March, 2016.

Particulars of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished here under.

SN	Particulars	Disclosure
1.	Conservation of Energy and Power consumption	The company continued to accord priority to conservation of energy and is continuing its efforts to utilize energy more efficiently.
2.	Technology Absorption and Research & Development	The company has not absorbed any technology nor any research & development work has been carried out.
3.	Foreign Exch. - Earnings	Nil
4.	Outgo	Nil

Particulars Of Employees

There are no employees of the category specified in under Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Auditors and Audit Report

M/s. MGB & Co. LLP, Chartered Accountants, (FRN: 101169W/W-100035) who are the Statutory Auditor of the Company hold the office until the conclusion of the ensuring Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for three years to hold the office from the conclusion of this AGM till the conclusion of the Fifty Sixth Annual General Meeting subject to ratification of their appointment at every Annual General Meeting. The Company has received the Certificate under Section 139(1) of the Companies Act, 2013 read with Companies (Audit and Auditors), Rules, 2014 from the Auditor.

Auditors’ Observation/Comments

The Director’s report, Corporate Governance Report, Secretarial Audit report, management discussion analysis have addressed most of the issues and observations and the comments of the Auditors are self-explanatory.

Audit Committee

The Composition of Audit Committee was changed from time to time. The present composition of Audit Committee consists of the following members:

Mr. Sunil Ramachandran Nair - Chairman

Mr. Sandeep Maloo - Member

Mr. Ramasubramanian Shankaran - Member (Resigned on 15/01/2016)

Mr. Shyamkumar Madanlal Agrawal - Member (Appointed on 15/01/2016)

The above composition of the Audit Committee, interalia, consists of independent Directors viz., Mr. Sunil Ramachandran Nair and Mr. Sandeep Maloo who forms the majority. The Company has established a vigil mechanism to oversee through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of the company employees and the Company. The more details of the Audit Committee are stated under Corporate Governance Report.

Stakeholders Relationship Committee

The Share Transfer Committee constituted was renamed as The Share Transfer and Investors Grievances Committee. To comply with the requirements of the Companies Act, 2013 and the listing agreement with the Stock Exchanges, the name of the Committee was further changed to Stakeholders Relationship Committee.

The Composition of Committee is as under:

Mr. Sunil Ramachandran Nair - Chairman

Mr. Sandeep Maloo - Member

Mr. Ramasubramanian Shankaran - Member (Resigned on 15/01/2016)

Mr. Shyamkumar Madanlal Agrawal - Member (Appointed on 15/01/2016)

Nomination and Remuneration Committee

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 framed there under, every listed company and prescribed class of companies, shall constitute Nomination and Remuneration Committee (NRC) of the Board consisting of 3 or more non - executive directors out of which not less than V> shall be independent director.

The Composition of NRC was changed from time to time.

The present composition of NRC consists of the following members:

Mr. Sandeep Maloo

Mr. Sunil Ramachandran Nair

Mr. Ramasubramanian Shankaran (Resigned on 15/01/2016)

Mr. Shyamkumar Madanlal Agrawal (Appointed on 15/01/2016)

The above composition of the Nomination and Mr. Sunil Ramachandran Nair and Mr. Sandeep Maloo, who forms the majority. The Remuneration Committee have formulated a policy as prescribed under the Act which, interalia, includes criteria for determining qualification, positive attributes and independence of a director and recommended to the Board for adoption of the Policy. The Policy also covers recommendation to the Board on the remuneration to the Board of Independent Directors, Key Managerial Personnel and other employees.

Corporate Social Responsibility Committee

Corporate Social Responsibility is not applicable. Hence, the company has not made any provisions for Corporate Social Responsibility.

Extract Of Annual Return

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as “Annexure A”.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, M/s Vijay S. Tiwari & Associates, Company Secretaries in Whole-time practice (ACS no. 33084, CP No.12220), was appointed to conduct Secretarial Audit for the year ended 31^st March, 2016.

M/s Vijay S. Tiwari & Associates, Practicing Company Secretaries has submitted Report on the Secretarial Audit which is attached as “Annexure B” and forms a part of this report. There are some Qualifications or observations or remarks made by the Secretarial Auditor in the Report.

Company’s Policy Relating To Directors Appointment, Payment Of Remuneration And Discharge Of Their Duties

The Company has a Policy relating to appointment of Directors, payment of Managerial remuneration, Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 and under the provisions of Listing Agreement.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulations of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees, which covers various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

Related Party Transactions

All the Related Party Transactions have been approved by the Audit Committee and also by the Board. The transactions with Mangal group of the Company were approved by the shareholders at the AGM held on 30^th September, 2015 and the approval is valid for a period of five years.

Transactions with related parties during the financial year under review are at arm’s length and in the ordinary course of business and confirming to the requirements of Companies Act, 2013. Omnibus approvals from Audit Committee were taken for the transactions that are foreseen and of repetitive in nature. Form AOC-2 as required under Section 134 (3) (h) of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, is enclosed as “Annexure C”.

Corporate Governance

The Company has complied with the provisions pertaining to Corporate Governance as per the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 requirements of the Stock Exchanges and necessary disclosures have been made in this regard in the Report on Corporate Governance is annexed as “Annexure-D” along with a certificate from a Practicing Company Secretary confirming compliance of the same.

Number Of Board Meetings Conducted During The Year Under Review

The Company had 10 (Ten) Board meetings during the financial year under review. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

Investor Services

As the members are aware, your company’s shares are tradable compulsorily in electronic form and your company has established connectivity with both the depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of de-materialization of Company’s shares on either of the Depositories as aforesaid.

Wholly Owned Subsidiary

The Company has M/s Satco Commodities Private Limited and M/s Shree Ratnamangal Jewels Private Limited as wholly owned subsidiary company.

Human Resources

Your Company considers people as one of the most valuable resources. It believes in the theme that success of any organization depends upon the engagement and motivation level of employees. All employees are committed to their work and proactively participate in their area of operations. The Company’s HR philosophy is to motivate and create an efficient work force as manpower is a vital resource contributing towards development and achievement of organizational excellence.

Internal Controls

The Company has an adequate system of internal checks on its day to day affairs, which acts as a internal control system commensurate with its size and the nature of its business.

The internal controls system of the Company are monitored and evaluated and reviewed by Management and Audit Committee of the Board of Directors. Auditor’s observations in confirmation to policy in force has also been received.

Statement Concerning Development and Implementation of Risk Management Policy of the Company

Pursuant to the requirement of Listing Agreement, the Company has constituted a Risk Management Committee. Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risk as also identify business opportunities.

The objectives and scope of the Risk Management Committee broadly comprises:

-Oversight of risk management performed by the executive management;

-Reviewing the Risk Management Policy and Framework in line with Local legal requirements and SEBI guidelines

-Reviewing risks and evaluate treatment including initiating mitigation actions and ownership as per a pre-defined cycles.

-Defining framework for identification, assessment, monitoring, mitigation and reporting of risk.

Within its overall scope as aforesaid, the Committee shall review risk trends, exposure, potential impact analysis and mitigation plan.

Acknowledgements

The Board wishes to place on record their appreciation for the sincere efforts of the Director, employees and the co-operation extended by the Bankers, Shareholders, clients & associates for their continue support towards the conduct of the Company.

For and on behalf of the Board of Directors

Mangal Credit and Fincorp Limited

Sd/-

(Mr. Meghraj Jain)

Chairman & Managing Director

DIN: 01311041

Place: Mumbai

Date: 30^th May, 2016

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Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the Fifty Second Annual Report on the business operations of the Company together with the Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

The highlights of the performance of the Company for the year ended 31st March, 2014 are summarized below:

Rs in Lacs

STANDALONE PARTICULARS 2013-14 2012-13

Revenue From Operation 1108.76 372.49

Other Income 96.80 78.69

Total Income 1205.56 451.17

Profit Before Depreciation, Extra Ordinary 150.21 126.54

Items & Tax 39.62 9.81 Less: Depreciation & Amortisation

Profit Before Extra Ordinary Items & Tax 110.59 116.73

Less: Extra Ordinary Items 2.57 Nil

Profit Before Tax 108.02 116.73

Provision for Current Taxation 26.79 23.25

Deffered Tax Expenses/(Income) (3.57) Nil

Prior Period Tax Adjustment (2.34) Nil

Mat Credit Entitlement Nil Nil

Less: Minority Interest Nil Nil

Less: Share in Profit/(Loss) of Associates Nil Nil

Net Profit After Tax 87.14 93.48

Balance Brought forward 757.95 726.43

Amount Available for Appropriation 845.09 819.91

Appropriations :

Proposed Dividend 28.18 28.18

Dividend Tax 4.79 4.79

Transfer to General Reserve Nil 10.00

Transfer to Statutory Reserve Fund 17.43 19.00

Loss of Standard Medserve brought Forward Nil Nil

Minority losses in excess of their Equity Nil Nil

Balance Carried forward 794.69 757.95

Particulars CONSOLIDATED 2013-14 2012-13

Revenue From Operation 21458.69 372.48

Other Income 337.02 78.69

Total Income 21795.71 451.17

Profit Before Depreciation Extra Ordinary 21,224.60 324.68

Items & Tax 164.08 9.81 Less: Depreciation & Amortisation

Profit Before Extra Ordinary Items & Tax 407.03 116.67

Less: Extra Ordinary Items 2.57 Nil

Profit Before Tax 404.45 116.67

Provision for Current Taxation 95.91 23.25

Deffered Tax Expenses/(Income) 2.33 Nil

Prior Period Tax Adjustment 3.50 Nil

Mat Credit Entitlement (0.95) Nil

Less: Minority Interest 14.21 Nil

Less: Share in Profit/(Loss) of Associates Nil Nil

Net Profit After Tax 289.45 93.42

Balance Brought forward 757.89 726.43

Amount Available for Appropriation 1047.34 819.85

Appropriations :

Proposed Dividend 28.18 28.18

Dividend Tax 4.79 4.79

Transfer to General Reserve Nil 10.00

Transfer to Statutory Reserve Fund 17.43 19.00

Loss of Standard Medserve brought Forward Nil (2.29)

Minority losses in excess of their Equity 0.53 Nil

Balance Carried forward 996.41 755.59

PERFORMANCE

During the year under review, the Finance division has performed satisfactorily during the year under review. Accordingly, the Company has achieved total revenue of Rs. 1205.56 Lacs and net profit after tax is Rs.87.14 Lacs for the current year against the previous year total turnover of Rs.451.16 Lacs and net profit after tax Rs. 93.48 Lacs.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.2.00 per Equity Share (i.e.20%) for the year ended, 31st March,2014. There will be no deduction of tax at source. The provision for dividend payable is accounted on 1408815 Nos. equity shares.

FIXED DEPOSIT

The Company has not accepted any fixed deposits and is not holding any fixed deposits accepted at the close of the financial year under review.

DIRECTORS .

Shri Sunil Nair and Smt Neeta Maloo retire by rotation at this Annual General Meeting and being eligible, offer themselves for re-appointment.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your company''s philosophy on corporate Governance is attainment of the higher level of transparency, accountability and equity in all spheres of operations, interactions with the shareholders, employees, government and others. The Report of Corporate Governance and Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement are given separately and forms part of this Annual Report.

AUDITORS

M/s MGB 8s Co., Chartered Accountants, Mumbai, the Auditors of the Company are holding office till the conclusion of the 52nd Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

AUDIT REPORT

The Statutory Auditors in their Report have drawn attention of the members to certain notes to the Financial Statements, as a matter of emphasis also have placed matter of emphasis in their Report on Consolidated Financial statements by drawing attention to a note forming part of Consolidated Financial statements. While the said notes are themselves self explanatory, your Directors offer the following clarifications and further explanations on the same;

1. Para No. 1 of Matter of Emphasis of Auditor''s report on standalone financial statement relating to Note No. 29 of Standalone Financial Statement on non- compliance of norms prescribed by Reserve Bank of India relating to maintenance of capital risk adequacy ratio (CRAR), concentration of Advances and Investments by the Company and frequency of interest charges. Your director clarify that the matter is self explanatory 8s is a matter of record. The company is in process to comply the norms 8s your directors are endeavouring to maintain the CRAR to the benchmark level.

2. Para No. 2 of Matter of Emphasis of Auditor''s report on standalone financial statement relating to Note No. 28 of Standalone Financial Statement 8s Para No. 2 of Matter of Emphasis of Auditor''s report on Consolidate financial statement relating to Note No. 33 of Consolidate Financial Statement describing fact of search and seizure proceedings u/s 132 of the Income Tax Act, 1961. Your director clarify that the matter is self explanatory.

3. Para No. 3 of Matter of Emphasis of Auditor''s report on Consolidate financial statement relating to Note No. 32 of Consolidated Financial Statement with regards to the provisional attachment of funds upheld by the Enforcement Directorate (ED), involving balance of one of subsidiary lying in trading account with India Infoline Limited. The matter is sub judice. The attachment order is also contested by the company in the Tribunal. The subsidiary company is confident that the outcome of the case will have no adverse impact on that company and its functioning.

PARTICULARS OF EMPLOYEES

The particulars of employees in accordance with the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, are not given as none of the employees qualifies for such disclosure.

PARTICULARS REQUIRED TO BE FURNISHED BY THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

Information in terms of the provision of section 217(l)(e) of the Companies Act, 1956, read with Companies (Disclosure Of Particulars In The Report Of Board Of Directors) Rules, 1988, as amended, is given below:

A. Conservation Of Energy : Nil

B. Technology Absorption : Not Applicable

C. Foreign Exchange Earning : Earning - Nil

And Outgo : Outgo - Nil

LISTING OF SHARES

Equity shares of the Company are listed on Stock Exchanges at Mumbai and Ahmedabad. The Company has paid the listing fees for both the Stock Exchanges for the year 2013-14.

INVESTORS'' RELATIONS & GRIEVANCES

Investors'' relations have been cordial during the year. There were no investors'' grievances pending as on 31st March, 2014. A confirmation to this effect has been received from the Company''s Registrar and Share Transfer Agent.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

b) appropriate accounting policies have been selected and applied consistently, and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31st, 2014 and of the profit of the Company for the year ended March 31st, 2014.

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

COMPLIANCE CERTIFICATE

In accordance with the provisions of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules 2001, the Company has obtained a certificate from Mr. Vijay Tiwari, a Company Secretary in whole time practice and a copy of the said certificate is attached to this report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation to the Banks, Financial Institutions, Government Authorities, customers and other business associates for their support and co-operation and wish to place on record their gratitude to the shareholders and the investors for their trust, support and confidence in the Company. The Board Also places on record its appreciation for the dedication displayed by employees at all levels.

For and on behalf of the Board of Directors Mangal Credit & Fincorp Limited

Sd/- Place: Mumbai Meghraj S Jain Date : 30th May, 2014 Chairman & Managing Director

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Mar 31, 2013

Dear Members,

The Directors are pleased to present the Fifty First Annua] Report on the business operations of the Company together with the Audited Accounts for the financial year ended 31st March, 2013.

FINANCIAL PERFORMANCE

The highlights of the performance of the Company for the year ended 31!t March, 2013 are summarized below:

Particulars Financial Year Financial Year Ended Ended 31st March, 2013 31st March, 2012

Sales & Operation 372.48 276.79

Less: Excise Duty

Net Sales & Operation 372.48 276.79

Other Income 78.69 4.92 Total Income 451.17 281.71

Profit Before Depreciation & Tax 126.54 126.48

Less: Depreciation & Amortisation 9.81 0.93

Profit Before Tax 116.73 125.55

Less: Provision for taxation

- Current 23.25 42.72

- Deffered

- Earlier Year Adjustment

- MAT Credit Entitlement (15.78)

Net Profit After Tax 93.48 98.61

Balance Brought forward 726.43 678.09

Amount Available for Appropriation 819.91 76.70

Appropriations:

Proposed Dividend 28.16 17.60

Dividend Tax 4.79 2.92

Transfer to General Reserve 10.00 10.00

Transfer to Statutory Reserve Fund 19.00 19.75

Balance Carried Forward 757.95 726.43

As can be seen from the annual accounts, the Finance division has performed satisfactorily during the year under review. Trading activity in Jewellery which was started during second half of previous year, has not shown satisfactory result during the current year due to fluctuation in Gold prices but hope to achieve the target in the coming years. During the current year so far, the overall performance has been maintained in the operation of Investment and Financing activities as also of trading.

DIVIDEND |

Your Directors are pleased to recommend a dividend of Rs.2.00 per Equity Share (i.e.20%) for the year ended, 31st March,2013. There will be no deduction of tax at source. The provision for dividend payable is accounted on 14,08,815 equity shares i.e. including 7,04,765 shares allotted on preferential basis to owners of Mangal Group of Companies on 20.05.2013 as per separate consent taken from the members by Postal Ballot approved on 18.04.2013.

FIXED DEPOSIT

The Company is not accepting any fixed deposits and is not holding any fixed deposits at the close of the financial year under review.

DIRECTORS

Shri Deepak Arora and Shri Labh Chand Maloo retire by rotation at this Annual General Meeting and being eligible, offer themselves for re-appointment.

REMUNERATION COMMITTEE

The Company has appointed a remuneration committee consisting of Shri Sunil Nair as Chairman and Shri Atul Jain and Shri Deepak Arora as members, who are independent Directors.

AUDITORS

M/s Patkar & Pendse, Chartered Accountants, Mumbai, the Auditors of the Company are holding office till the conclusion of the 51st Annual General Meeting of the Company. Subject to the provisions of section 225 and other applicable provisions, if any, of the Companies Act, 1956, It is proposed to appoint M/s. Naval Maniyar & Associates, Chartered Accountants as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting up to the conclusion of the next Annual General Meeting in place of retiring Auditors, M/s. Patkar & Pendse, Chartered Accountants to audit the accounts of the Company for the financial year 2013-14 at a remuneration fixed by Board of Directors.

The observations of the Statutory Auditors, if any, are properly dealt with in the Notes to Accounts.

PARTICULARS OF EMPLOYEES

The particulars of employees in accordance with the provisions of section 217 (2 A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, are not given as none of the employees qualifies for such disclosure.

PARTICULARS REQUIRED TO BE FURNISHED BY THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

Information in terms of the provision of section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars In The Report Of Board Of Directors) Rules, 1988, as amended, is given below:

A. Conservation Of Energy : Nil

B. Technology Absorption NotApplicable

C. Foreign Exchange Earning : Earning-Nil and Outgo : Outgo - Nil

LISTING OF SHARES

Equity shares of the Company are listed on Stock Exchanges at Mumbai and Ahmedabad. The Company has paid the listing fees for both the Stock Exchanges for the year 2013-14.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

b) appropriate accounting policies have been selected and applied consistently, and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31 st, 2013 and of the profit of the Company for the year ended March 31 st, 2013.

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

COMPLIANCE CERTIFICATE

Pursuant to Section 383 A of the Companies Act, 1956 a Compliance Certificate issued by M/s. N. V. & Associates, Practising Company Secretaries, Mumbai is attached to this report.

For and on behalf of the Board of Directors

Place : Mumbai Neeta Maloo

Date :30 May, 2013 Chairperson

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Mar 31, 2012

The Directors have pleasure in presenting the Fiftieth Annual Report on the working of the Company along with the audited Balance Sheet and the Profits Loss Account for the year ended 31st March, 2012.

Year ended Year ended 31.03.2012 31.03.2011 Rupees Rupees

Gross Profit for the year 12,648,214 57,412,140

Less: Depreciation 92,703 1,066,170

Profit after depreciation 12,555,511 56,345,970

Less: Provision for taxation 2,694,181 10,700,000

Add : Deferred tax Assets/ (Liability) - (1,096,302)

Profit after depreciation and taxation 9,861,330 44,549,668

Add: Balance of Profit and Loss Account

brought forward from previous year 67,809,436 38,313,121

Surplus available for appropriation 77,670,766 82,862,789

Appropriations

1. Proposed Dividend (including tax on distributed profits) 2,052,460 1,641,968

2. Statutory Reserve Fund 1,975,000 8,910,000

3. General Reserve Fund 1,000,000 4,501,385

BALANCE CARRIED TO BALANCE SHEET 72,643,306 67,809,436

As can be seen from the annual accounts, the Finance division has performed satisfactorily. During second half of the year under review, we have started trading in Jewellary which started off well, but due to initial promotional and other related expenses, the margin of profitability was lower. During the current year so far, the overall performance has been maintained in the operation of Investment and Financing activities as also of trading.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.2.50 per Equity Share (i.e.20% and 5% on account of Golden Jubilee year) for the year ended, 31st March, 2012. There will be no deduction of tax at source.

FIXED DEPOSIT

The Company is not accepting any fixed deposits and is not holding any fixed deposits at the close of the financial year under review.

DIRECTORS

Shri Atul Jain and Shri Sunil Nair retire by rotation at this Annual General Meeting and being eligible , offer themselves for re- appointment.

REMUNERATION COMMITTEE:

The Company has appointed a remuneration committee consisting of Shri Sunil Nair as Chairman and Shri Atul Jain and Shri Deepak Arora as members, who are independent Directors.

AUDITORS

M/s Patkar & Pendse, Chartered Accountants, Mumbai, the Auditors of the Company are holding office till the conclusion of the 50th Annual General Meeting of the Company, and being eligible, confirm their availability for re-appointment. If re-appointed, they will hold office until the conclusion of the next Annual General Meeting.

The observations of the Statutory Auditors, if any, are properly dealt with in the Notes to Accounts.

PARTICULARS OF EMPLOYEES

The particulars of employees in accordance with the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, are not given as none of the employees qualifies for such disclosure.

PARTICULARS REQUIRED TO BE FURNISHED BY THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

(1) A. CONSERVATION OF ENERGY

The relevant data on energy conservation is as follows:

(i) No. of Electrics Pneumatic Hoists manufactured 0 (44 Nos.)

(ii) No. of Cranes manufactured NIL (NIL.)

(iii) Total units of Electricity consumed. 0 (4515 units)

(iv) Average units of Electricity consumed per Hoist. 0 (92 units)

(v) Average units of Electricity consumed per Crane. Not Applicable

(vi) Cost per unit of Electricity consumed per Hoist. 0 (Rs.808)

(vii) Cost per unit of Electricity consumed per Crane. Not Applicable

Note: Figures for previous year are given in brackets.

B. TECHNOLOGY ABSORPTION

The Company is not carrying out any manufacturing activity. Accordingly, there is nothing to report on technology absorption.

(2) Foreign Exchange earnings and outgo: Earnings: NIL; Outgo: NIL.

NOTE: Company has discontinued manufacturing activities w.e.f. 12th October, 2010.

LISTING OF SHARES

Equity shares of the Company are listed on Stock Exchanges at Mumbai and Ahmedabad. The Company has paid the listing fees for both the Stock Exchanges for the year 2012-13.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) appropriate accounting policies have been selected and applied consistently, and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31st, 2012 and of the profit of the Company for the year ended March 31st, 2012.

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

COMPLIANCE CERTIFICATE

Pursuant to Section 383 A of the Companies Act, 1956 a Compliance Certificate issued by M/s. Shirish Shetye & Associates Company Secretaries, Mumbai is attached to this report.

On behalf of the Board

Neeta Maloo Chairperson

Place : Mumbai Dated : 30th May, 2012

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Mar 31, 2010

The Directors have pleasure in presenting the Forty-eighth Annual Report on the working of the Company along with the audited Balance Sheet and the Profit & Loss Account for the year ended 31st March, 2010.

Year ended Year ended 31.03.2010 31.03.2009 Rupees Rupees

Gross Profit for the year 7,109,302 39,685,399

Less : Depreciation 1,124,866 982,681

Profit after depreciation 5,984,436 38,702,718

Less : Provision for taxation 893,795 4,195,000

Add / Less : Deferred tax Assets /(Liability) (102,570) (867,848)

Profit after depreciation and taxation . 4,988,071 33,639,870

Add : Balance of Profit and Loss Account

brought forward from previous year 35,971,457 12,356,401

Surplus available for appropriation 40,959,528 45,996,271

Appropriations

1. Proposed Dividend (including tax on

distributed profits) 1,646,407 3,294,814

2. Statutory Reserve Fund 1,000,000 6,730,000

BALANCE CARRIED TO BALANCE SHEET 38,313,121 35,971.457

As can be seen from the annual accounts, the manufacturing and marketing as well as Finance division have performed satisfactorily During the current year so far, the overall performance has been maintained at a satisfactory level.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 21- per Equity Share for the year ended 31st March, 2010. There will be no deduction of tax at source.

FIXEDDEPOSIT

The Company is not accepting any fixed deposits and is not holding any fixed deposits at the close of the financial year under review.

DIRECTORS

Shri.T.D.Mahadevia, and Shri.Chetan J. Parikh, Directors, retire by rotation at this Annual General Meeting and being eligible, offer themselves for re-appointment.

During the year under review, Mr.GS.Nanavaty resigned and Mr.J.C. Shah passed away. Mr. Nanavaty and Mr. Shah were associated with the company for long time. The Board places on record its appreciation for the contribution of Mr. Nanavty and Mr. Shah in the working of the company.

Mr. Janak Nanavaty was appointed as additionai Director who holds the office till the conclusion of this Annual General Meeting.

The company has received a notice in writing from a member of the company, alongwith a deposit of Rs.500/- proposing to appoint Mr. Janak Nanavaty as a Director of the company. The Board recommends his appointment.

REMUNERATION COMMITTEE:

The Company has appointed a remuneration committee consisting of Shri Chetan J. Parikh as Chairman and Shri Kishore J. Tanna and Shri janak Nanavaty as members, who are independent directors.

AUDITORS

M/s Patkar & Pendse, Chartered Accountants, Mumbai, the Auditors of the Company are holding office till the conclusion of the 48th Annual General Meeting of the Company, and being eligible, confirm their availability (or re-appointment. If reappointed, they will hold office untii the conclusion of the next Annual General Meeting.

The observations of the Statutory Auditors, if any, are properly dealt with in the Notes to Accounts.

PARTICULARS OF EMPLOYEES

The particulars of employees in accordance with the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, are not given as none of the employees qualifies for such disclosure.

LISTING OF SHARES

Equity shares of the Company are listed on Stock Exchanges at Mumbai and Ahmedabad. The Company has paid the listing fees for both the Stock Exchanges for the year 2010-11.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to Sectiorv 217(2AA) of the Companies Act, 1956 your Directors confirm that :

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) appropriate accounting policies have been selected and applied consistently, and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31st, 2010 and of the profit of the Company for the year ended March 31st, 2010.

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

COMPLIANCE CERTIFICATE

Pursuant to Section 383 A of the Companies Act, 1956 a Compliance Certificate issued by M/s. Shirish Shetye & Associates, Company Secretaries, Mumbai is attached to this report.

On behalf of the Board

Place ; Mumbai D.S. MAHADEVIA.

Dated : 28th July, 2010. Chairman.