డైరెక్టర్ల నివేదిక Mudra Financial Services Ltd.

Mar 31, 2025

The Board of Directors of your Company takes pleasure in presenting the Thirty First (31st) Annual Report of Mudra Financial Services Limited (‘Company’), on the business and operations of the Company together with Audited Financial Statements and the Auditor’s Report thereon for the financial year ended March 31,2025 (‘FY 2024-25’)

1. FINANCIAL PERFORMANCE :

A summary of the financial performance of the Company in FY 2025 is detailed below: (Amount in INR “000”)
Particulars	Year ended 31.03.2025	Year ended 31.03.2024
Revenue from Operations	9,196.31	9,364.67
Other Income	-	-
Total Revenue	9,196.31	9,364.67
Less: Total Expenses	5,945.04	5,430.44
Profit Before Tax	3,251.27	3,934.23
Less: Tax Expense
Current Tax	896.00	751.10
Earlier Years Tax	(0.02)	0.05
Deferred Tax	(213.23)	195.47
Profit After Tax	2,568.52	2,987.61

2. OPERATIONAL REVIEW:

Your Company has earned income from operations of Rs.9,196.31(in”000”) during the current year as compared to Rs.9,364.67(in”000”) earned in the previous year. During the year under review, the company has earned Profit after Tax of Rs.2,568.52(in”000”) as compared to Profit after Tax of Rs.2,987.61 (in”000”)in immediately preceding financial year.

3. DIVIDEND:

Your Directors have not recommended any dividend for the year ended 31st March, 2025, in order to plough back the profits for future growth and development of the Company.

4. TRANSFER TO RESERVES:

During the year under review, the company has transferred an amount of Rs.514(in”000”)to the Statutory Reserve pursuant to Section 45-IC of RBI Act, 1934.

5. CHANGES IN NATURE OF BUSINESS:

No significant change has been made in the nature of the business of the company during the financial year 2024 -2025.

6. SHARE CAPITAL OF THE COMPANY:

During the financial year 2024-25, there has been no change in the Authorized Share Capital or the Issued, Subscribed, and Paid-up Share Capital of the Company.

As of March 31,2025, the Authorized Share Capital of the Company is Rs.5,25,00,000 (Rupees Five Crore Twenty-Five Lakhs only), divided into 52,50,000 (Fifty-Two Lakh Fifty Thousand) equity shares of Rs.10 (Rupees Ten only) each.

The Issued, Subscribed, and Paid-up Share Capital of the Company is Rs.5,01,00,000 (Rupees Five Crore One Lakh only), divided into 50,10,000 (Fifty Lakh Ten Thousand) equity shares of Rs.10 (Rupees Ten only) each, fully paid-up.

During the year under review, the Company has not issued any shares with differential voting rights, nor has it granted any stock options or issued any sweat equity shares.

7. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the Annual Report referred to in Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended March 31, 2025 is available on the Company’s website athttps://www.mudrafinancial.in/.

8. SUSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company.

9. PUBLIC DEPOSITS:

Your Company has not accepted any deposits from the public, during the financial year, within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, and no amount of principal or interest on deposits from the public was outstanding at the beginning and end of FY 2024-25.

10. PARTICULARS OF LOANS, GUARANTEES/SECURITIES OR INVESTMENTS:

There were no guarantees orsecurities given by the Company under Section 186 of the Companies Act, 2013 during the year under review. The details of the loans given and investments made by the Company have been disclosed in the notes to the financial statements.

11. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, were not applicable to the Company for the financial year ended March 31,2025.

12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

No significant material orders have been passed by any Regulators/Courts/Tribunals which has been received by the Company having impact on the going concern status and the Company’s operation in future.

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Appointment and Resignation of Independent Director:

The Board of Directors, on the recommendations of the Nomination and Remuneration Committee (NRC), in its meeting held on May 22, 2025 approved and recommended to the shareholders for their approval, the appointment of Mrs. Dipti Nikhil Chheda (DIN: 10660214) as a Director (Non-Executive Independent Director) of the Company, not liable to retire by rotation, to hold office for a period of five (5) consecutive years w.e.f. May 22, 2025.

Further, Mrs. Asha Krishankumar Rathi ceased to be an Independent Directors of the Company from the closure of business hours on March 23, 2025, due to completion of her 2 (Two) consecutive terms of 5 (Five) years each. The Board of Directors has placed on record its appreciation towards Mrs. Asha Krishankumar Rathi’s contribution in the Company during her tenure.

b. Director liable to Retire by Rotation:

Pursuant to Section 152 and other applicable provisions of the Act, read with the Articles of Association of the Company, one third of the Directors, as are liable to retire by rotation, shall retire every year and, if eligible, may offer themselves for re-appointment at every AGM. Accordingly, one of the Directors, other than an Independent Director or Managing Director, would be liable to retire by rotation at the ensuing AGM.

Mr. Atul Jain (DIN: 00096052) Non-Executive Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, offer himself for re-appointment. The Board of Directors of the Company, on the recommendations of NRC, recommends his re-appointment for consideration by the members of the Company at the ensuing AGM until the conclusion of the 32nd AGM of the Company.

The details of Directors being recommended for appointment/re-appointment as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 are contained in the Notice of ensuing Annual General Meeting of the Company. Appropriate resolution seeking shareholders’ approval for the re-appointment of Director is included in the Notice of Annual General Meeting.

Further, none of the Directors / KMP of the Company is disqualified under any of the provisions of the Companies Act, 2013 and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

c. KEY MANAGERIAL PERSONNEL:

During the financial year 2024-25, the following changes took place in the Key Managerial Personnel of the Company: Mr. Faiyaz Chaudhary resigned from the position of Company Secretary and Compliance Officer and ceased to be a Key Managerial Personnel of the Company with effect from August 3, 2024, to pursue career opportunities outside the organization. The Board of Directors, at its meeting held on August 3, 2024, took note of his resignation and placed on record its appreciation for his contributions during his tenure.

To fill the resultant vacancy, and based on the recommendation of the Nomination and Remuneration Committee, the Board, at its meeting held on October 30, 2024, approved the appointment of Mr. Marcel Rebello as the Company Secretary and Compliance Officer and Key Managerial Personnel of the Company, with effect from October 31,2024. However, Mr. Rebello tendered his resignation due to personal reasons, and the same was noted by the Board at its meeting held on February 28, 2025. His resignation was effective from the said date, and the Board placed on record its appreciation for the services rendered by him.

Subsequently, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on March 3, 2025, approved the appointment of Mrs. Kinjal Chirag Gandhi as the Company Secretary and Compliance Officer and Key Managerial Personnel of the Company, with effect from March 3, 2025

14. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149 of the Act, the Independent Directors of the Company have given their declarations to the Company that they meet the criteria of independence as provided under Section 149(6) of the Act read along with Rules framed thereunder and Regulation 16(1) (b) & 25(8) of the Listing Regulations and are not disqualified from continuing as an Independent Director of the Company.The Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

Further, in compliance with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA). The Policy on Terms of Engagement of Independent Directors is available on the website of the company.

Based on the disclosures received, the Board is of the opinion that, all the Independent Directors also possess the attributes of integrity, expertise and experience (including proficiency) as required to be disclosed under Rule 8(5)(iii)(a) of the Companies (Accounts) Rules, 2014 and all the Independent Directors are registered in the databank of Indian Institute of Corporate Affairs.

15. DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information and explanations obtained, Directors make the following statement in terms of Section 134(5) of the Companies Act, 2013:

(a) in the preparation of the Annual Accounts for the financial year ended March 31,2025, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

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

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

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

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

16. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual directors on the basis of evaluation criteria suggested by the Nomination and Remuneration Committee and the SEBI (LODR) Regulations, 2015. Accordingly, the Board has carried out an evaluation of its performance after taking into consideration various performance related aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance.The performance evaluation of the Board as a whole was carried out by the Independent Directors in their meeting held on March 3, 2025.

Similarly, the performance of various committees, individual Independent Directors was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, analysis, decision making, communication and interest of stakeholders.

The Directors expressed their satisfaction with the evaluation process.

17. MEETINGS OF BOARD OF DIRECTORS OF THE COMPANY:

During the year under review, 8 (Eight) Board Meetings were convened and held on May 24, 2024, August 3, 2024 (71 days from previous meeting), August 12, 2024 (9 days), October 18, 2024 (67 days), October 30, 2024 (12 days), January 16, 2025 (78 days), February 28, 2025 (43 days), and March 3, 2025 (4 days). The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Companies Act, 2013. The details of these are as follows:

Name of the Director	Category of Directorship	No. of meetings during the year
		Held	Attended
Mr. Dipen Maheshwari	Managing Director	8	8
Mr. Atul Jain	Non-Executive Director	8	8
Mrs. Asha Rathi	Non-Executive Independent Director	8	8
Mr. Jiyan Shah	Non-Executive Independent Director	8	8

18. AUDIT COMMITTEE:

In accordance with the provisions contained in Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in consonance with the provisions of Section 177 of the Companies Act, 2013, the Board of Directors had constituted an Audit Committee comprising of 3(Three) Directors.

The Committee acts as a link between the Management, the Statutory Auditors and the Board of Directors of the Company. The Committee focuses its attention on monitoring the financial reporting system within the Company, considering Quarterly & Annual Financial Results of the Company and submitting its observations to the Board of Directors before it is adopted by the Board, review of internal audit report, internal control system, audit methodology and process, major accounting policies and practice, compliance with accounting standards. The committee also reviews the legal compliance reporting system.

During the year under review, 4 (Four) Audit Committee meetings were convened and held on May 24, 2024, August 12, 2024, October 18, 2024, and January 16, 2025, and all the members of the Audit Committee were present in all the meetings.

The particulars of Members of Audit Committee and their attendance at the Meetings are as under:
Name of the Director	Designation	Category of Directorship	No. of Meetings during the year
			Held	Attended
Mr. Jiyan Shah	Chairman	Non-Executive Independent Director	4	4
Mr. Atul Jain	Member	Non-Executive Director	4	4
Mrs. Asha Rathi	Member	Non-Executive Independent Director	4	4

19. NOMINATION AND REMUNERATION COMMITTEE (“NRC”) :

The Company has a ‘Nomination and Remuneration Committee’ in order to align it with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has a policy in place which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy lays down the criteria determining qualifications, positive attributes, independence of a director and other matters pursuant to the provisions of sub-section (3) of Section 178 of the Companies Act, 2013. The policy is posted on the website of the Company https://www.mudrafinancial.in/.

During the year under review, 3 (Three) Nomination and Remuneration Committee meetings were convened and held on May 24, 2024, October 30, 2024, March 3, 2025, and all the members of the Nomination and Remuneration Committee were present in all the meetings.

The particulars of the members of NRC and their attendance at the meeting are as under:
Name of the Director		Designation	Category of Directorship				No. of Meetings during the year
							Held		Attended
Mr. Jiyan Shah		Chairman	Non-Executive Independent Director				3		3
Mr. Atul Jain		Member	Non-Executive Director				3		3
Mrs. Asha Rathi		Member	Non-Executive Independent Director				3		3
20. STAKEHOLDERS RELATIONSHIP COMMITTEE (“SRC”): During the year under review, 4 (Four) Stakeholders Relationship Committee meetings were convened and held on May 24, 2024, August 12, 2024, October 18, 2024, and January 16, 2025, and all the members of the Audit Committee were present in all the meetings. The particulars of members of Stakeholders Relationship Committee and their attendance at the meetings are as under:
Name of the Director		Designation	Category of Directorship			No. of Meetings during the year
						Held			Attended
Mr. Jiyan Shah		Chairman	Non-Executive Independent Director			4			4
Mr. Atul Jain		Member	Non-Executive Director			4			4
Mrs. Asha Rathi		Member	Non-Executive Independent Director			4			4
The details of the Complaints received during the year under review are as follows:
Sr. No.	Nature of Complaints			Received	Pending			Disposed
1.	Non receipt of Annual Report			-	-			-
2.	Non receipt of Share Certificates after transfer			-	-			-
3.	Non receipt of Demat Rejected S/C’s			-	-			-
4.	Others			-	-			-
	Total			-	-			-
There were no complaints pending for action as on 31st March, 2025.

21. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, pursuant to Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company met on January 16, 2025 and March 3, 2025, inter alia, to discuss:

1. Evaluation of performance of Non-Independent Directors and Board of Directors of the Company as a whole;

2. Evaluation of performance of the Chairman of the Company, taking into account the views of Executive and Non-Executive Directors; and

3. Assess the quality, quantity and timeliness of flow of information between the management of the listed company and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.

22. REMUNERATION AND SITTING FEES :

The details of remuneration and sitting fees paid are as follows:
Name of the Director	Category of Directorship	Remuneration paid to the Director (In Rs.)	Sitting fees paid to the Director
Mr. Dipen Maheshwari	Managing Director	15,08,000.00	-
Mrs. Asha Rathi	Non-Executive Independent Director	-	-
Mr. Jiyan Shah	Non-Executive Independent Director	-	-
Mr. Atul Jain	Non-Executive Director	-	-

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Vigil Mechanism/Whistle Blower policy to report genuine concerns, grievances, frauds and mismanagements, if any. The Vigil Mechanism/Whistle Blower policy is posted on the website of the Company https://www.mudrafinancial.in.

24. RELATED PARTY TRANSACTIONS:

All the related party transactions entered into by the company pursuant to the provisions of Section 188 of the Companies Act, 2013 and the rules made thereunder were in the ordinary course of business and at arm’s length basis. Further, there are no material significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large. There were no transactions required to be reported in Form AOC-2.

25. DEPOSITORY SERVICES:

The Company’s Equity Shares have been admitted to the depository mechanism of both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited. (CDSL). As a result, the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE967S01014.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

26. CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.

All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

27. AUDITORS:a. STATUTORY AUDITORS AND THEIR REPORT:

The Company has obtained written confirmation from M/s. Sampat & Mehta, Chartered Accountants, (FRN : 109031W) that their appointment continues to be in conformity with the conditions specified in Section 139 of the Companies Act, 2013, and hence they continue to hold office until the conclusion of the 33rd Annual General Meeting.

The Auditors’ Report on the financial statements of the Company for the financial year ended March 31,2025 is

unmodified i.e. it does not contain any qualification, reservation or adverse remark and therefore do not call for any further comments. The Auditors’ Report is enclosed with the financial statements forming part of the annual report.

b. INTERNAL AUDITORS :

The Board appointed M/s. Gohil Tejas & Co., Chartered Accountants (FRN: 135813W), as an Internal Auditor of the Company for FY 2024-25,who have conducted the internal audits periodically and shared their reports and findings with the Audit Committee including significant observations, if any, and follow-up actions thereon from time to time. The Audit Committee reviews the adequacy and effectiveness of the Company’s internal control environment and monitors the implementation of audit recommendations including those relating to strengthening the Company’s risk management policies and systems.

c. SECRETARIAL AUDITORS AND THEIR REPORT:

The Board appointed Mr. Anirudh Kumar Tanvar (Membership No. A23145), Practicing Company Secretary to conduct the Secretarial Audit of the Company for FY 2024-25, pursuant to the provisions of Section 204 of the Act and Rules made thereunder. The Secretarial Audit Report for FY 2024-25 received from Secretarial Auditor is annexed herewith as ‘Annexure - A’ to this Report. The report of Secretarial Auditor is self-explanatory and does not contain any qualification, reservation, adverse remarks or disclaimer.

Pursuant to the provisions of Sections 204 of the Act, the Board of Directors, on the recommendations of the Audit Committee, in its meeting held on May 22, 2025 has recommended to the shareholders of the Company, appointment of Mr. Anirudh Kumar Tanvar (Membership No. A23145), Practicing Company Secretary having (Peer Review Certificate no. 1920/2022) as the Secretarial Auditors of the Company for a first term of 5 (five) consecutive years, i.e., to hold the office from conclusion of 31stAnnual General Meeting till the conclusion of 36thAnnual General Meeting of the Company.

The Company has received the consent & eligibility certificate from Mr. Anirudh Kumar Tanvar (Membership No. A23145), and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder and Listing Regulations.

Reporting of frauds by Auditors:

During the year under review, the Auditors of the Company have not 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, therefore no detailis required to be disclosed under Section 134 (3)(ca) of the Act.

28. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in house Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the internal audit function, the company undertakes corrective action in their respective areas and thereby strengthens the control system. Significant audit observations and recommendations along with the corrective actions thereon are presented to the Audit Committee of the Board.

29. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

In terms of Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under reviewis attached as Annexure ‘B’ and forms an integral part of this report.

30. CORPORATE GOVERNANCE :

Pursuant to Schedule V of the SEBI (LODR) Regulations, 2015 a Corporate Governance Report is required to be attached to the Directors Report; however, the same is not applicable to the company.

31. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014:

A. Conservation of Energy :	Not Applicable
B. Technology Absorption :	Not Applicable
C. Foreign Exchange Earnings and Outgo :
Foreign Exchange Earned :	Nil
Foreign Exchange Outgo :	Nil

32. POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace. Appropriate reporting mechanisms are in place for ensuring protection against Sexual Harassment and the right to work with dignity. During the year under review, the Company has not received any complaint in this regard.

Further, the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 were not applicable to the company during the review period.

33. PARTICULARS OF EMPLOYEES:

The requisite details in respect of employees of the Company required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as “Annexure C” and forms an integral part of this report.

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act, and the Rules framed thereunder is enclosed as “Annexure D”to the Board’s Report.

34. LISTING:

The Equity Shares of the Company are listed on BSE Limited (‘BSE’) with effect from April 07, 2016.

35. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The company has in place adequate, internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The company has adopted accounting policies, which are in line with the accounting standards and the Companies Act, 2013.

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

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

37. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

38. RISK MANAGEMENT POLICY :

According to the Directors of the Company, elements of risk that could threaten the existence of the Company are very minimal. Hence, no separate risk management policy is formulated by the Company.

39. SAFETY, ENVIRONMENT CONTROL AND PROTECTION :

The Company is aware of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such amanner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources.

40. DISCLOSURE ON MAINTENANCE OF COST RECORDS :

Maintenance of Cost Records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the company.

41. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As of March 31,2025 the Board had3 members, 1(One) Executive Director, 1(One)Non-Executive Director and 1(One)Independent Director. The policy of the Company on Directors’ appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at http://mudrafinancial.in/.We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

42. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

43. DETAILS OF DIFFERENCE BETWEEN VALUATIONAMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

The requirement to disclose the details of difference between amount of the valuation done at thetime of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

44. APPRECIATION :

Your Directors would like to express their sincere appreciation to the company’s Shareholders, Vendors and Stakeholders including Banks, other business associates, who have extended their valuable sustained support and encouragement during the year under review. Your Directors also wish to place on record their appreciation for impressive growth achieved through the competence, hard work, solidarity, cooperation and support of employees at all levels.

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Mar 31, 2024

Your Directors have great pleasure in presenting the Thirtieth (30th) Annual Report together with the Audited Accounts of the
company for the year ended 31st March, 2024.

1. FINANCIAL HIGHLIGHTS: (Amount in INR''000)

Particulars	Year ended 31.03.2024	Year ended 31.03.2023
Revenue from Operations	9,364.67	6,035.14
Other Income	-	-
Total Revenue	9,364.67	6,035.14
Less: Total Expenses	5,430.44	4,239.12
Profit Before Tax	3,934.23	1,796.02
Less: Tax Expense
Current Tax	751.10	1,011.00
Earlier Years Tax	0.05	51.84
Deferred Tax	195.47	(273.62)
Profit After Tax	2987.61	1,006.80

2. OPERATIONAL REVIEW:

Your Company has earned income from operations of Rs.9,364.67 (in”000”) during the current year as compared to
Rs.6,035.14 (in”000”) earned in the previous year. During the year under review, the company has earned Profit after
Tax of Rs.2,987.61 (in”000”) as compared to Profit after Tax of Rs.1,006.80 (in”000”) in immediately preceding financial
year.

3. DIVIDEND:

Your Directors have not recommended any dividend for the year ended 31st March, 2024, in order to plough back the
profits for future growth and development of the Company.

4. TRANSFER TO RESERVES:

During the year under review, the company has transferred an amount of Rs.598.00 (in”000”) to the Statutory Reserve
pursuant to Section 45-IC of RBI Act, 1934.

5. CHANGES IN NATURE OF BUSINESS:

No significant change has been made in the nature of the business of the company during the financial year 2023-2024.

6. SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital as at 31st March, 2024 is Rs.501.00 lakhs divided into 5,010,000 Equity Shares,
having face value of Rs.10/- each fully paid up. During the year under review, the Company has not issued any shares
with differential voting rights nor granted any stock neither options nor sweat equity.

7. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92 of the Act read with the applicable Rules, the Annual Return for the year ended 31st March, 2024
can be accessed on the Company''s website at http://mudrafinancial.in/.

8. SUSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company.

9. PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read
with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

10. PARTICULARS OF LOANS, GUARANTEES/SECURITIES OR INVESTMENTS:

There were no guarantees or securities given by the Company under Section 186 of the Companies Act, 2013 during the
year under review. The details of the loans given and investments made by the Company have been disclosed in the
notes to the financial statements.

11. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility
Policy) Rules 2014, were not applicable to the Company for the financial year ended 31st March, 2024.

12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no significant or material orders passed by the Regulators or Courts that would impact the going concern
status of the Company and its future operations.

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. BOARD OF DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the
Company, Mr. Atul Jain, Director (DIN:00096052) retires by rotation and being eligible offers himself for re-appointment.

B. KEY MANAGERIAL PERSONNEL:

There were no changes in the composition of Key Managerial Personnel during the year under review.

14. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

During the year under review, all the Independent Directors have submitted their Declaration of Independence, as required
pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence provided
under Section 149(6) of the Act and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

STATEMENT ON INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors regarding their Integrity, Expertise and
Experience.

15. DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information and explanations obtained, Directors make the
following statement in terms of Section 134(5) of the Companies Act, 2013:

(a) in the preparation of the Annual Accounts for the financial year ended 31st March, 2024, the applicable accounting
standards had been followed along with proper explanation relating to material departures, if any;

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

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

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

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

16. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the company has implemented a system of evaluating performance of the Board of
Directors and of its Committees and individual directors on the basis of evaluation criteria suggested by the Nomination
and Remuneration Committee and the SEBI (LODR) Regulations, 2015. Accordingly, the Board has carried out an
evaluation of its performance after taking into consideration various performance related aspects of the Board’s functioning,
composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration,
obligations and governance. The performance evaluation of the Board as a whole was carried out by the Independent
Directors in their meeting held on 28th April, 2023.

Similarly, the performance of various committees, individual Independent Directors was evaluated by the entire Board of
Directors (excluding the Director being evaluated) on various parameters like engagement, analysis, decision making,
communication and interest of stakeholders.

The Directors expressed their satisfaction with the evaluation process.

17. MEETINGS OF BOARD OF DIRECTORS OF THE COMPANY:

During the year under review, 5 (Five) Board Meetings were convened and held on 28th April, 2023, 18th July, 2023, 7th
November, 2023, 29th January, 2024, 15th February, 2024. The maximum interval between any two meetings did not
exceed 120 days as prescribed in the Companies Act, 2013. The details of these are as follows:

Name of the Director	Category of Directorship	No. of meetings during the year
		Held	Attended
Mr. Dipen Maheshwari	Managing Director	5	5
Mr. Atul Jain	Non-Executive Director	5	5
Mrs. Asha Rathi	Non-Executive Independent Director	5	5
Mr. Jiyan Shah	Non-Executive Independent Director	5	5

18. AUDIT COMMITTEE:

In accordance with the provisions contained in Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and in consonance with the provisions of Section 177 of the Companies Act, 2013, the Board of
Directors had constituted an Audit Committee comprising of 3(Three) Directors.

The Committee acts as a link between the Management, the Statutory Auditors and the Board of Directors of the Company.
The Committee focuses its attention on monitoring the financial reporting system within the Company, considering Quarterly
& Annual Financial Results of the Company and submitting its observations to the Board of Directors before it is adopted
by the Board, review of internal audit report, internal control system, audit methodology and process, major accounting
policies and practice, compliance with accounting standards. The committee also reviews the legal compliance reporting
system.

The Audit Committee meetings were convened and held on 28th April, 2023, 18th July, 2023, 7th November, 2023 and
29th January, 2024 and all the members of the Audit Committee were present in all the meetings.

The particulars of Members of Audit Committee and their attendance at the Meetings are as under:

Name of the Director	Designation	Category of Directorship	No. of Meetings during the year
			Held	Attended
Mr. Jiyan Shah	Chairman	Non-Executive Independent Director	4	4
Mr. Atul Jain	Member	Non-Executive Director	4	4
Mrs. Asha Rathi	Member	Non-Executive Independent Director	4	4

19. NOMINATION AND REMUNERATION COMMITTEE (“NRC”) :

The Company has a ‘Nomination and Remuneration Committee’ in order to align it with the provisions of Section 178 of
the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

The Company has a policy in place which lays down a framework in relation to remuneration of Directors, Key Managerial
Personnel and Senior Management of the Company. The policy lays down the criteria determining qualifications, positive
attributes, independence of a director and other matters pursuant to the provisions of sub-section (3) of Section 178 of
the Companies Act, 2013. The policy is posted on the website of the Company https://www.mudrafinancial.in/.

The particulars of the members of NRC and their attendance at the meeting are as under:

Name of the Director	Designation	Category of Directorship	No. of Meetings during the year
			Held	Attended
Mr. Jiyan Shah	Chairman	Non-Executive Independent Director	2	2
Mr. Atul Jain	Member	Non-Executive Director	2	2
Mrs. Asha Rathi	Member	Non-Executive Independent Director	2	2

The NRC meeting was convened and held on 28th April, 2023 and 29th January, 2024.

20. STAKEHOLDERS RELATIONSHIP COMMITTEE (“SRC”):

The particulars of members of Stakeholders Relationship Committee and their attendance at the meetings are as under:

Name of the Director	Designation	Category of Directorship	No. of Meetings during the year
			Held	Attended
Mr. Jiyan Shah	Chairman	Non-Executive Independent Director	4	4
Mr. Atul Jain	Member	Non-Executive Director	4	4
Mrs. Asha Rathi	Member	Non-Executive Independent Director	4	4

The SRC meetings were convened and held on 28th April, 2023, 18th July, 2023, 7th November, 2023 and 29th January,
2024.

The details of the Complaints received during the year under review are as follows:

Sr. No.	Nature of Complaints	Received	Pending	Disposed
1.	Non receipt of Annual Report	-	-	-
2.	Non receipt of Share Certificates after transfer	-	-	-
3.	Non receipt of Demat Rejected S/C’s	-	-	-
4.	Others	-	-	-
	Total	-	-	-

There were no complaints pending for action as on 31st March, 2024.

21. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, pursuant to Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Independent Directors of the Company met on 28th April, 2023 inter-alia to discuss:

1. Evaluation of performance of Non-Independent Directors and Board of Directors of the Company as a whole;

2. Evaluation of performance of the Chairman of the Company, taking into account the views of Executive and Non-Executive
Directors; and

3. Assess the quality, quantity and timeliness of flow of information between the management of the listed company and the
Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.

22. REMUNERATION AND SITTING FEES :

The details of remuneration and sitting fees paid are as follows:

Name of the Director	Category of Directorship	Remuneration paid to the Director (In Rs.)	Sitting fees paid to the Director
Mr. Dipen Maheshwari	Managing Director	1,455,000.00	-
Mrs. Asha Rathi	Non-Executive Independent Director	-	-
Mr. Jiyan Shah	Non-Executive Independent Director	-	-
Mr. Atul Jain	Non-Executive Director	-	-

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company
has in place a Vigil Mechanism/Whistle Blower policy to report genuine concerns, grievances, frauds and mismanagements,
if any. The Vigil Mechanism/Whistle Blower policy is posted on the website of the Company https://www.mudrafinancial.in.

24. RELATED PARTY TRANSACTIONS:

All the related party transactions entered into by the company pursuant to the provisions of Section 188 of the Companies
Act, 2013 and the rules made thereunder were in the ordinary course of business and at arm’s length basis. Further,
there are no materially significant related party transactions made by the Company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict with the interest of the Company at large.

25. DEPOSITORY SERVICES:

The Company’s Equity Shares have been admitted to the depository mechanism of both the depositories i.e. National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited. As a result the investors have an
option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has
been allotted ISIN No. INE967S01014.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants
[DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

26. CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and
highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct
for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing
with ethical issues and also foster a culture of accountability and integrity.

All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

27. AUDITORS:

A. STATUTORY AUDITORS AND THEIR REPORT:

The Company has obtained written confirmation from M/s. Sampat& Mehta, Chartered Accountants, (Firm Registration
No. 109031W) that their appointment continues to be in conformity with the conditions specified in Section 139 of the
Companies Act, 2013, and hence they continue to hold office until the conclusion of the 33rd Annual General
Meeting.

The Auditors’ Report on the financial statements of the Company for the financial year ended 31st March, 2024 is
unmodified i.e. it does not contain any qualification, reservation or adverse remark and therefore do not call for any
further comments. The Auditors’ Report is enclosed with the financial statements forming part of the annual report.

B. SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Company
had appointed Mr. Anirudh Kumar Tanvar (Membership No. A23145) as Secretarial Auditor of the Company for the
Financial Year 2023-2024 in compliance with the applicable provisions of the Companies Act, 2013.

As required under Section 204(1) of the Companies Act, 2013, the Company has obtained a Secretarial Audit
Report and the observations given by the Auditor are self-explanatory and do not call for any further comments from
the directors of the company.

The Secretarial Audit report in the prescribed Form MR-3 is annexed herewith as Annexure ‘A’ and forms an integral
part of this report.

28. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in house Internal Control System, commensurate with the size, scale and complexity of its operations.
The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficiency and adequacy of internal control system in the
Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the internal audit function, the company undertakes corrective action in their respective areas and thereby
strengthens the control system. Significant audit observations and recommendations along with the corrective actions
thereon are presented to the Audit Committee of the Board.

29. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report is attached as
Annexure ‘B’ and forms an integral part of this report.

30. CORPORATE GOVERNANCE:

Pursuant to Schedule V of the SEBI (LODR) Regulations, 2015 a Corporate Governance Report is required to be
attached to the Directors Report; however, the same is not applicable to the company.

31. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

Information under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules,
2014:

A. Conservation of Energy : Not Applicable

B. Technology Absorption : Not Applicable

C. Foreign Exchange Earnings and Outgo :

Foreign Exchange Earned : Nil

Foreign Exchange Outgo : Nil

32. POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace.
Appropriate reporting mechanisms are in place for ensuring protection against Sexual Harassment and the right to work
with dignity. During the year under review, the Company has not received any complaint in this regard.

Further, the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 were not applicable to the company during the
review period.

33. PARTICULARS OF EMPLOYEES:

The requisite details in respect of employees of the Company required pursuant to Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is annexed as “Annexure C” and forms an integral part of this
report.

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act, and the Rules
framed thereunder is enclosed as “Annexure D” to the Board’s Report.

34. LISTING:

The equity shares of the company are listed on BSE Limited.

35. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The company has in place adequate, internal financial controls commensurate with the size, scale and complexity of its
operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business,
the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records and the timely preparation of reliable financial information. The company has adopted accounting
policies, which are in line with the accounting standards and the Companies Act, 2013.

36. REPORTING OF FRAUDS:

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act & Rules
framed thereunder either to the Company or to the Central Government.

37. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments, affecting the financial position of the Company which occurred
between the end of the financial year to which the financial statements relate and the date of this report.

38. SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards
issued by The Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

39. RISK MANAGEMENT POLICY:

According to the Directors of the Company, elements of risk that could threaten the existence of the Company are very
minimal. Hence, no separate risk management policy is formulated by the Company.

40. SAFETY, ENVIRONMENT CONTROL AND PROTECTION:

The Company is aware of the importance of environmentally clean and safe operations. The Company''s policy requires
conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations
and preservation of natural resources.

41. DISCLOSURE ON MAINTENANCE OF COST RECORDS:

Maintenance of Cost Records as specified by the Central Government under sub-section (1) of section 148 of the
Companies Act, 2013, is not applicable to the company.

42. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the
independence of the Board, and separate its functions of governance and management. As of 31st March, 2024 the
Board had 4 members, 1 (One) Executive Director, 1 (One) Non-Executive Director and 2 (Two) Independent Directors,
1(One) of the Independent Directors of the Board is a Woman Director. The policy of the Company on Directors’ appointment
and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and
other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website,
at http://mudrafinancial.in/.W3 affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination
and Remuneration Policy of the Company.

43. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE,
2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company
under the Insolvency Bankruptcy Code, 2016.

44. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE
AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

The company has not availed loan from banks and financial institutions. Hence, the clause relating to one time settlement
of loans from banks and financial institutions is not applicable.

45. APPRECIATION:

Your Directors would like to express their sincere appreciation to the company’s Shareholders, Vendors and Stakeholders
including Banks, other business associates, who have extended their valuable sustained support and encouragement
during the year under review. Your Directors also wish to place on record their appreciation for impressive growth achieved
through the competence, hard work, solidarity, cooperation and support of employees at all levels.

Registered Office: For and on behalf of the Board of Directors

3rd Floor, Vaastu Darshan, “B” Wing,

Azad Road, Andheri (East), For Mudra Financial Services Limited

Mumbai - 400 069

Place: Mumbai ^{Sd/- Sd/-}

D_at_e: 24th M_ay, 2024 Atul Jain Dipen Maheshwari

Director Managing Director

DIN:00096052 DIN:03148904