MAS Financial Services Ltd

To,

The Members,

Ahmedabad

Your Directors are proud to present the Thirtieth (30^th) Annual Report of your Company, marking a significant milestone of 30 years of successful operations. This report is accompanied by the Audited Standalone and Consolidated Financial Statements for the year ended on March 31, 2025.

The Company's financial performance for the year under review along with previous year's figures is given hereunder:

The Group's revenue from operations for the financial year stood at 1595.97 Crores, higher by 24.31% over the previous year's revenue from operations of 1283.87 Crores. Net Profit (PAT) is 313.98 Crores which is higher by 23.61% over the previous year's PAT of 254.01 Crore. The Earnings per share is 17.48 (Previous year's 15.31).

The Company's revenue from operations for the financial year stood at 1517.19 Crores, higher by 24.17% over the previous year's revenue from operations of 1221.86 Crores. Net Profit (PAT) is 305.93 Crores which is higher by 23.48% over the previous year's PAT of 247.75 Crore. The Earnings per share is 17.23 (Previous year's 15.11)

India has emerged as one of the fastest growing economy in the world and it needs to continue this momentum and even accelerate further to reach a minimum threshold in terms of per capita income accompanied by large scale financial inclusion for a just and an equitable growth which is the development of the economy in its true sense.

The Company continues to recognise a vast market opportunity across all its product lines for efficient last mile credit delivery, particularly for NBFCs and other financial institutions with strong growth ambitions. Our strategic approach on a multi-product and multi-locational strategy provides a distinct advantage in risk management and scalability. This allows us to cater effectively to a diverse customer base while minimising risks and maximising operational efficiency. The advent of digitisation, coupled with the Company's commitment to it, will serve as a strong catalyst for not only better operational efficiencies but also high quality customer services.

Our primary focus centers on serving the lower and middle-income segments, which are key drivers of the economy. By tailoringourproductsandservicestomeettheiruniqueneeds, we contribute to their financial well-being and empower them to achieve their goals. This customer-centric focus not only supports individual growth but also strengthens the overall economic landscape.

With our deep understanding of market dynamics, commitment to innovation, focus on the asset quality and customer-centricity, we are well-positioned within the industry. Our dedicated team of professionals consistently delivers exceptional value and builds long-term relationships with our clients.

Considering the immense market potential and our strategic pursuits, we are confident about the future prospects of the Company. We actively explore new opportunities, forge strategic alliances, and adapt to evolving market conditions to ensure sustainable growth and profitability.

In conclusion, the Company is poised to leverage the significant market demand for efficient last mile credit delivery. Our multi-product and multi-locational approach, coupled with our steadfast focus on the lower and middle-income segments, strengthens our industry position. By capitalising on these opportunities, we aim to drive growth, maximise value for stakeholders and make a significant contribution to the broader economy.

They are very rightly reckoned as the key drivers of the economy given their substantial contribution to employment generation, exports and the overall contribution to the GDP.

The small and medium enterprises are in continuous need of funds to propel their growth. Currently there exists a huge credit gap creating opportunities on large scale to extend various types of financial facilities to the sector. Despite their importance, SMEs often face persistent challenges in accessing timely and adequate financing. This prevailing credit gap presents a substantial opportunity for financial institutions like ours to support and empower this critical sector.

As expected working capital loans to the SME continue to show lot of promise. We are continuously deepening our understanding in this segment and are committed to add value to all such small and medium enterprises by extending the most efficient financial services. The increase in the digital foot prints of such enterprises facilitates objective assessmentoftheirworkingcapitalneeds,therebyincreasing the possibilities of more credit flow to the sector. Aligned with our strategy of building a high-quality asset portfolio, we are confident in our ability to develop strong and performing assets within the SME segment. In our pursuit of focusing on creating quality assets and value to all our stakeholders we kept a strict vigil on extending credit to this sector. The same was warranted basis our assessment at the ground level. Our lending activities remain focused in our key operational geographies, which include Gujarat, Rajasthan, Madhya Pradesh, Maharashtra, Tamil Nadu, Karnataka, Telangana, Chhattisgarh, Punjab, Haryana, Delhi, and Uttarakhand. We remain dedicated to supporting SMEs through innovative and responsive financial services that not only meet their evolving needs but also contribute meaningfully to inclusive economic development.

According to a recent CRISIL report, the vehicle financing market is projected to witness robust growth, with the total outstanding credit in the segment expected to grow at a healthy CAGR of 16%–18% during FY 2023 – FY 2027, potentially reaching a market size of over 21 Lakhs Crores.

In alignment with this positive industry outlook, we continue to strengthen our focus on Two-Wheeler and Commercial Vehicle financing. We launched our used car product recently and are in the process of building a suitable team gradually at our various area of operation. This helps us to further diversify our product offerings. Our approach remains centered on pursuing sustainable business models that ensure optimal returns on assets while maintaining a strong and resilient portfolio quality.

As we expand into new geographies within our existing distribution framework, we are confident in our ability to achieve our strategic growth and profitability goals. With the continuedmomentumineconomicgrowthandrisingdemand for personal and commercial mobility, we expect the vehicle financing segment to play an increasingly significant role in our overall Assets Under Management (AUM) composition.

Our focus on salaried personal loans aimed at addressing the short-term financial needs of individuals with stable income profiles. These loans are designed to offer quick and convenient access to credit for purposes such as medical emergencies, education, travel, or other personal requirements. With a streamlined approval process, minimal documentation, and competitive interest rates, we strive to provide a seamless borrowing experience. As we continue to enhance our credit assessment models and strengthen our digital capabilities, we are confident in scaling this segment while maintaining portfolio quality.

India's housing finance market is one of the most promising segments within the financial services landscape. Valued at approximately 30 trillion, the sector is projected to grow at a robust CAGR of 13% during FY 2023 – FY 2026. This expansion is driven by factors such as rising disposable incomes, increasing urbanisation, improved housing affordability, and supportive government initiatives like PMAY and credit-linked subsidies. Notably, housing finance continues to be the dominant category within the country's secured loan portfolio.

MAS Rural Housing & Mortgage Finance Limited ("MRHMFL" or "the Subsidiary") continues to serve the middle and the lower income segments of the economy, particularly in the semi urban and rural areas, which are expected to be the key drivers of the sector in the coming decades. Full-fledged efforts are underway to execute operations efficiently, as per the detail planning. The subsidiary remains committed on responsible lending, with a well-planned and phased execution strategy that balances growth with effective risk management. Recognising the unique challenges in rural housing finance, particularly around property title verification and documentation, MRHMFL continues to adopt a cautious and diligent approach. Despite the presence of creditworthy customers, ensuring clear and legally valid title ownership remains a key operational hurdle. The Company is actively collaborating with local stakeholders, legal experts, and government authorities to streamline process and enhance transparency. The Company's rural initiative has started showing encouraging results. .

The Company has 91 branches Pan India as on March 31, 2025. It is worth mentioning that despite of credit worthy customer class, ascertaining the title of the property remains a challenging job. The Company is actively engaged with all the stakeholders to streamline the process and is assertive in getting the right set of documents. These branches allow the Company to efficiently serve diverse geographies while staying close to its target customer base. The rural housing initiative is also poised to begin delivering tangible results in the near future.

Driven by our commitment to financial inclusion and portfolio quality,weremainfocusedonbuildingaresilient,scalable,and impactful housing finance business that adds lasting value to the communities we serve and contributes meaningfully to the Company's long-term growth. We continue to strive forward with confidence and dedication, aiming to create a high-quality portfolio and adding substantial value to the ecosystem in which we operate.

The Company continues to strengthen its pan-India retail presence through a well-established and expanding distribution network, which forms the backbone of its customer outreach and service delivery strategy. As on March 31, 2025, the Company operates 204 branches across Gujarat, Maharashtra, Rajasthan, Madhya Pradesh,

Tamil Nadu, Karnataka, Punjab, Haryana, Uttarakhand, Chhattisgarh, Telangana, Uttar Pradesh and Delhi NCR. In alignment with its strategic expansion plans, the Company added 15 new branches during the financial year, comprising; 7 branches in Rajasthan, 2 branches in Madhya Pradesh, 2 branches in Telangana, 1 branch in Uttar Pradesh, 1 branch in Chhattisgarh, 1 branch in Haryana and 1 branch in Maharashtra. At the end of the year, the total branches were 204 and the Company served over 14,500 Customer locations. This deliberate, data-driven expansion aims to deepen penetration in high-potential markets and bring the Company's comprehensive suite of financial products closer to underserved and emerging customer segments.

Looking ahead, the Company remains committed to enhancing the productivity and efficiency of its distribution network. The focus is on optimising branch operations, expanding digital touchpoints, and building an integrated distribution model capable of supporting scale without compromising service quality.

With the guiding principle of "Extending Credit Where It Is Due," the Company aims to maximise the growth potential embedded across its 14,500+ customer locations. This will enable the creation of a sustainable, scalable, and profitable business model that contributes meaningfully to financial inclusion and long-term value creation.

With over a decade of experience working alongside regional NBFCs and NBFC-MFIs, our conviction has only strengthened that financial inclusion in India critically depends on the efficient last-mile delivery of credit. Building and nurturing a robust value chain is essential to achieving this goal, and

NBFCs, particularly those deeply rooted in their local regions, play a pivotal role in the ecosystem.

Our partnership model, which involves collaborating with regional NBFCs and NBFC-MFIs for the distribution of diverse financial products, while also extending lines of credit to them, remains a cornerstone of our business strategy. We firmly believe that organisations with strong local presence and understanding are uniquely positioned to deliver credit efficiently to underserved and remote segments of the population.

Beyond financial support, we leverage our two decades of domain expertise to empower our partners with operational guidance, robust risk management frameworks, and product knowledge. This holistic support model has enabled our partnerships to demonstrate resilience and maintain credibility, even during challenging periods such as the recent economic downturn.

We currently maintain strong, mutually beneficial relationships with over 200 regional NBFCs and NBFC-MFIs.

The encouraging response and trust from our partners motivate us to further strengthen these alliances and expand our reach, driving inclusive growth and creating sustainable value for all stakeholders involved.

Human Resource Management is integral to achieving the Company's strategic objectives. We firmly believe that our employees are the cornerstone of business growth, brand reputation, and customer satisfaction. To support this, the CompanyhasdevelopedarobustHRframeworkthatfostersa high-performing, inclusive, and supportive work environment. The Company has established a robust Human Resources (‘HR') system that nurtures a high performing, conducive and inclusive work culture. It is managed by the active involvement of the promoters along with strategic inputs from a well-diversified and competent board. It emphasises on the freedom to express views, competitive pay structure, performance-based reward system and growth opportunities and internal job opportunities, critical assignments within the organisation for career options for the employees. Our HumanResource(HR)approachiscentraltoourcommitment to fostering a supportive, inclusive, and high-performance workplace. In alignment with our goals, our HR strategies are designed to attract, develop, and retain top talent, while ensuring compliance, enhancing employee engagement, and supporting our Company's growth.

In an ever-evolving landscape driven by technology and digital advancements, your Company remains steadfast in its commitment to long-term personnel development, aiming for organisational excellence. The Company consistently strives to create avenues for professional growth and recognition, while also prioritising employee training. The training programs forms a core part of the Company's comprehensive skill development initiatives tailored for its workforce. During the year, several initiatives, such as performance management systems, Learning & Development system and

Talent Management system were put in place for efficient and effective organisation.

The articulation and implementation of the Company's strategies are led by the core team along with Team MAS. Core team at MAS is a group of dedicated and competent team of personnel, associated with the company almost since its inception and have always extended unstinting support besides, having identified and aligned their career objective with the company.

The Company has a diverse consolidated workforce of 4,216 employees as on March 31, 2025. Moving forward, the Company remains steadfast in its commitment to fostering and developing the most suitable talent in order to effectively accomplish its business objectives. It is worthy to note that out of the total workforce of MAS group 460+ employees are with the organisation for more than five years.

Attracting, enabling, promoting and retaining talent have been the keystone of Human Resource functions at MAS. We trust with all the above qualities accompanied by the determination to excel, this team forms a formidable second line of management at MAS.

In our unwavering commitment to developing a thriving and empowered workforce, the Company will continue to invest concerted efforts in strengthening and nurturing this invaluable human capital.

In recognition of our commitment to creating an exceptional work environment, MAS has been certified as a "Great Place to Work" for the period January 2025 to January 2026 by

Great Place to Work?, the global authority on workplace culture. This recognition marks the same being achieved consecutively for three years.

The journey of capital and liability management at our Company has been both humbling and inspiring. Over the years, we have garnered immense respect and trust from a broad spectrum of investors and lenders, a testament to the strong confidence the market places in our governance, business model, and growth prospects. This trust reinforces our commitment to our core philosophy of "Excellence through Endeavours", which continues to shape our strategic decisions and sharpen our focus on maximising shareholder value. As we look ahead, this steadfast dedication will serve as the cornerstone of our continued growth and success.

We are pleased to announce that in June 2024, the Company successfully raised 500 Crores through a Qualified Institutional Placement (QIP), attracting a marquee and diversified group of investors. The overwhelming response to this capital raise stands as a clear endorsement of the robustness and resilience of our business model, as well as the confidence the investment community places in our operational performance and long-term vision. This infusion of fresh equity capital, coupled with our strong internal accruals, significantly strengthened the Company's capital base, positioning us well to capitalise on emerging growth opportunities and sustain our expansion trajectory.

Our capital management framework remains centred on optimising the return on capital employed, while rigorously adhering to the prudential guidelines and regulatory requirements set by the Reserve Bank of India (RBI). This balanced approach ensures financial discipline, effective risk mitigation, and sustainable growth.

Over the years, the Company has cultivated and maintained strong relationships with a wide network of leading banks and financial institutions. These partnerships have enabled us to raise requisite funding with relative ease and flexibility, reflecting the high level of confidence our lenders place in our creditworthiness and business fundamentals. Looking ahead, we anticipate continued strong support from our existing consortium of banking partners and are actively exploring new credit lines with new financial institutions to further diversify and enhance our funding mix.

The ongoing trust and confidence shown by our bankers and financial partners underscore our reputation as a reliable and efficient provider of credit solutions. We express our heartfelt gratitude for the unwavering support, cooperation, and constructive engagement of our investors and consortium banks, whose collaboration remains instrumental to our sustained operational success and growth ambitions.

As of March 31, 2025, the Company's Capital Adequacy Ratio (CAR) stood at a robust 24.72% of aggregate risk-weighted assets on the balance sheet, including the risk-adjusted value of off-balance-sheet exposures. This level significantly exceeds the regulatory minimum requirement of

15%, providing the Company with substantial capital buffer and ample headroom to support future fund-raising activities and sustain its expanding business operations with financial prudence and stability.

In pursuance to the provisions of Section 92(3) of the Companies Act, 2013 read with Rules made thereunder and amended time to time, the Annual Return of the Company for the Financial Year ended on March 31, 2025 is available on the website of the company i.e. www.mas.co.in and the web link of the same is https://mas.co.in/annual-return.aspx.

The Company held 07 (Seven) Board Meetings during the financial year under review.

In terms of Section 134(5) of the Companies Act, 2013, the

Board of Directors, to the best of its knowledge and ability would like to state that:

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

b) they had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review; c) they 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) they had prepared annual accounts on a going concern basis;

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

f) They had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were in place were adequate and operating effectively.

The Company's 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 is furnished as attached to this report. "Annexure – A". The weblink for the policy is https:// mas.co.in/policy.aspx.

At the 29^th Annual General Meeting held on September 11, 2024, the members had appointed M/s. Sorab S. Engineer

& Co., Chartered Accountants (Firm's Registration No:

110417W), Ahmedabad as Statutory Auditors for a term of three years beginning from the conclusion of the 29^th AGM till the conclusion of the 32^nd Annual General Meeting of the Company.

In the Board Meeting held on August 14, 2024, M/s. Ravi Kapoor & Associates, Practising Company Secretaries were appointed as Secretarial Auditor of the Company for the financial year 2024-25.

Further, in compliance with Regulation 24A of Securities

Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and

Section 204 of the Companies Act, 2013, the Audit Committee and the Board of Directors at their meeting held on July 23,

2025 respectively have approved and recommended the appointment of M/s. Ashish Shah & Associates, Practising

Company Secretaries, a peer reviewed firm (COP Number: 4178) as Secretarial Auditors of the Company for a term of 5 (five) consecutive years commencing from Financial Year 2025- 2026 till Financial Year 2029-2030, subject to the approval of the Members at the ensuing Annual General Meeting of the Company.

In pursuance to the provisions of Section 204 of the Companies Act, 2013 read with Rules framed thereunder and in compliance of Regulation 24A of Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations") M/s. Ravi Kapoor and Associates, Practising Company Secretaries, had conducted secretarial audit of the Company for the financial year 2024-25. The Secretarial Audit Report for the financial year ended March 31, 2025, is annexed which is forming part to this report as "Annexure – B".

During the year under review, your Company has complied with the provision of applicable Acts, Rules, Regulations, Guidelines and applicable Secretarial Standards issued by the Institute of Company Secretaries of India, etc. except in respect of the matters as mentioned below.

There is no qualification, reservation or adverse remark raised by Statutory Auditor in Auditor's report for the year under review.

In response observation made in the Secretarial Audit Report for the financial year 2024-25 by the Secretarial Auditors, your Directors hereby submits that-

The Reserve Bank of India (RBI) has instructed to pay compensation of 15,600/- to the customer for non updation of CIBIL records within due timelines.

Board's Response:

A customer lodged a complaint with the Reserve Bank of India (RBI) regarding the updation of his CIBIL report.

The customer claimed that a loan of 20,000 taken from the Company in the year 2009 was incorrectly reflected in his CIBIL report, asserting that he had never availed such a loan from the Company. However, upon review, the Company's records confirmed that the loan was indeed disbursed to the customer in his Bank Account.

The Company promptly submitted all necessary clarifications and supporting documentation to the RBI for their investigation to substantiate its claim. The RBI directed the Company to compensate the customer at a rate of 100 per day, amounting to a total of 15,600, for the delay in updating the CIBIL report.

In compliance with RBI's directive, the Company duly paid the compensation to the customer, reaffirming its commitment to regulatory adherence and customer grievance resolution.

• The fine of 88,000/- + GST ( 2,000/- per day per

ISIN) imposed by BSE Limited in the violation of Regulation 57(1) of SEBI (Listing Obligations and

Disclosure Requirements Regulations, 2015) - Non-submission of information related to payment obligation.

Board's Response:

The Company had paid interest on February 20, 2024 and updated on Exchange and NSDL Portal. However, the same was not visible on the site of the exchange due to some technical glitch & acknowledgment was not generated. The Company had shared the copy of filed with exchange duly digitally signed on the due date mentioning time & date of submission. As guided by the exchange the Company had resubmitted documents on the current date, and applied for the waiver by submitting all the proof of submission. The application is under process and is due to be considered in ensuing waiver committee meeting.

• The fine of 1,15,000/- + GST ( 5,000 per day

+ GST) imposed by BSE Limited and National Stock Exchange of India Limited in the violation of Regulation 17(1) of SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015) - Non-compliance with the requirements pertaining to the composition of the Board

Board's Response:

As an NBFC, our Company is committed to maintaining high governance standards and fulfilling all regulatory obligations. As advised in the guidelines issued by the

Reserve Bank of India the Company had to appoint the Director having strong Information Technology background. We were actively engaged in the process of appointing suitable candidates to fill the vacancies on our Board. The search was aimed at ensuring that we select individuals who possess the requisite skills, experience, and alignment with our company's vision and values. Due to the complexity of identifying and vetting qualified candidates, we experienced unforeseen delays in the appointment process. We believe that taking the necessary time to appoint the right individuals is crucial to the long-term success and governance of our Company. This commitment, while leading to temporary non-compliance, is intended to strengthen our Board's effectiveness in the future. In light of the above circumstances, the Company had applied for the waiver by submitting all the proof of submission. The application is under process and is due to be considered in ensuing waiver committee meeting.

During the year under review, no frauds have been reported by the Auditor (Statutory Auditor, Secretarial Auditor) to the Audit Committee / Board, under Section 143(12) of the

Companies Act, 2013.

The Company has received declarations from Mr. Umesh Shah, Mrs. Daksha Shah, Mr. Narayanan Sadanandan,

Mr. Vishal Vasu and Dr. Barnali Chaklader, Independent

Directors of the Company that they meet with the criteria of independence as prescribed under Sub-section (6) of Section 149 of the Companies Act, 2013 read with Rule 6 (1) and (3) of Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended from time to time and Regulation

16 & 25 Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations').

AllIndependentDirectorsofyourCompanyareregisteredwith Indian Institute of Corporate Affairs as per the requirement of Section 149 of the Companies Act, 2013 and rules framed thereunder.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, paid to them for the purpose of attending meetings of the Board / Committee of the Company.

The Company constituted its Nomination Committee on December 23, 2010 and the nomenclature of the Nomination committee was changed to "Nomination and Remuneration Committee" on March 20, 2015 pursuant to Section 178 of the

Companies Act, 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, by way of resolution passed in accordance with, provisions of the Companies Act,

2013. The Nomination & Remuneration Committee consists of three Independent Directors. The powers and function of the Nomination and Remuneration Committee is stated in the Nomination and Remuneration Committee Charter of MAS Financial Services Limited. The Remuneration policy is available at the Web link https://www.mas.co.in/policy.aspx

The loan made, guarantee given or security provided in the ordinary course of business by a NBFC registered with Reserve Bank of India are exempt from the applicability of provisions of Section 186 of the Act. As the Company being a NBFC registered with RBI the restrictions contained in the said provisions are not applicable to the Company.

During the year under review the Company has invested surplus funds in various securities in the ordinary course of business. For details of the investments of the Company refer to Note No. 9 of the financial statements.

All Contracts / Arrangements / Transactions executed by the

Company during the financial year with related parties were in the ordinary course of business and on arm's length basis. TheAuditCommitteereviewsallRelatedPartyTransactionon quarterly basis. Particulars of such related party transactions described in Form AOC-2 as required under Section 134 (3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts)

Rules 2014, which is annexed herewith as "Annexure - C".

The related party disclosures as specified under Para A of Schedule V read with Regulation 34(3) of the Securities and

Exchange Board of India (Listing Obligations and Disclosures

Requirements) Regulations, 2015 is forming part in Notes to Financial Statements.

Theboardhasapprovedapolicyforrelatedpartytransactions which has been hosted on the website of the Company. The web-link for the same is https://www.mas.co.in/policy. aspx. The related party transactions, wherever necessary are carried out by company as per this policy. There were no materially significant related party transactions entered into by the company during the year, which may have potential conflict with the interest of the company at large. There were no pecuniary relationship or transactions entered into by any Independent Directors with the company during the year under review.

During the year under review 61.18 Crores were transferred to statutory reserve under Section 45 IC of RBI Act, 1934.

The Company had paid an Interim Dividend of 1/- (Rupees One only) per share on 18,14,53,377 Equity Shares of 10/- fully paid up (10%) aggregating to 18,14,53,377/- (Rupees Eighteen Crores Fourteen Lakh Fifty Three Thousand Three Hundred Seventy Seven), during the financial year 2024-

25. The same was declared by Board of Directors in their meeting held on January 29, 2025. The said dividend was paid on February 12, 2025.

Your Directors are pleased to recommend a Final Dividend of

0.70/- (Rupees Zero decimal Seventy Paise Only) per Equity Share on 18,14,53,377 Equity Shares of 10/- fully paid up (7%) aggregating to 12,70,17,363.9/- (Rupees Twelve Crore

Seventy Lakh Seventeen Thousand Three Hundred Sixty

Three and Nine Paisa Only) for the Financial year 2024-25, subject to the approval of members in the ensuing Annual General Meeting of the Company. The payment of Final Dividend shall be paid to those members whose names appears in the Register of Members of the Company or in the records of depositories as beneficial owners of Equity Shares as on Wednesday, August 27, 2025 being the record date fixed by the Board to identify the shareholders to whom final dividend to be paid by the Company for the financial year 2024-25. The payment of final dividend will be subject to deduction of tax at source as per the applicable rate.

The dividend recommended is in accordance with the criteria as set out in the Dividend Distribution Policy which has been approved by the Board of Directors. Pursuant to Regulation 43A of Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015 the policy is forming part to the report as "Annexure - D". The weblink for the same is https://www.mas.co.in/policy.aspx.

There have been no material changes and commitments that would affect financial position of the Company from the end of the financial year of the Company to which the financial statements relate and the date of the directors report.

Since the Company is operating in service sector, the provisions of Section 134(3)(m) of the Companies Act, 2013 regarding conservation of energy and Technology Absorption are not applicable.

• Foreign Exchange earnings and outgo

The Company has no Foreign Exchange earnings and outgo.

Financing activity is the business of management of risks, which in turn is the function of the appropriate credit models and the robust systems and operations. Your Company continues to focus on the above two maxims, and is always eager to improve upon the same.

Your Company continues to give prime importance to the function of receivables management, as it considers this the ultimate reflection of the correctness of marketing strategy as well as appraisal techniques. The Net stage 3 of the Company is 1.62% of Asset under Management as on March 31, 2025.

Pursuant to Regulation 21(5) of Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 the regulations of Risk management committee is applicable to top 1000 listed entities determined on the basis of market capitalisation, as at the end of the immediate previous financial year. The Board of Directors has thus adopted a risk management policy for the Company which provides identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy. The web-link for the same is https://mas.co.in/policy.aspx

The Company has in place a Risk Management Policy and introduced several measures to strengthen the internal controls systems and processes to drive a common integrated view of risks, optimal and mitigation responses. This integration is enabled through a dedicated team and Risk Management, Internal Control and Internal Audit systems and processes.

Our commitment to Corporate Social Responsibility (CSR) reflectsourdedicationtocreatingapositiveimpactonsociety and the environment. During the year, we have continued to strengthen our CSR efforts, focusing on key areas that align with our values and support our community, environmental sustainability, and ethical business practices.

Your Company remains steadfast in its commitment to responsibly address the evolving needs of the communities in which it operates, recognising the importance of giving back to society proportionate to its business success. Throughout the year, your Company has diligently pursued various initiatives in alignment with its CSR policy, focusing on the areas of Health, Welfare, and Education, thereby contributing to the betterment of society at large.

As a responsible corporate entity, we believe in leveraging our resources to support the community, particularly during challenging times. We are committed to utilizing our resources and capabilities to positively impact the communities we serve—particularly during times of adversity. W Our engagement with communities is rooted in compassion,inclusivity,andalong-termvisionforsustainable development. Through a range of targeted programs and initiatives, we aim to address critical social issues and contribute meaningfully to the well-being of underserved populations. Following are few programs and initiatives we undertook during the year:

"MAS Arogya Abhiyan" by providing vital medical support to underprivileged and needy populations, demonstrating our dedication to health and humanitarian care.

"MAS Shiksha Protsahan" believing in the power of education and support to transform lives, especially for children in underprivilegedcommunities.Thisinitiativenotonlysupports academic growth but also nurtures self-confidence and long-term opportunity for youth.

Education is widely regarded as a stepping stone for elevating the quality of life, particularly for underprivileged individuals. Recognising this, the Company has identified bright students who aspire to pursue higher studies but face financial constraints. We have extended financial support to help them to achieve their dreams. In our commitment to societal development, addressing the root causes and striving for 100% literacy rate, the Company actively invests in the education of these students. Apart from sponsoring their fees, we provide school bags, stationery, uniforms, sweaters, school shoes, and other necessary provisions, relieving parents and students from the burden of additional costs and enablingthemtoconcentrateontheirstudies.TheCompany's management team proactively engages with schools located on the outskirts of Ahmedabad and Gandhinagar to assess the infrastructure provided to students and explore opportunities for further support. Many schools were found to lack basic amenities such as fans, lights, and tables, while students were exposed to scorching heat while having meals provided by the government. Consequently, infrastructure-related projects were prioritised, with the Company stepping in to provide essential facilities like fans, lights, benches, computers, construction of play area including swings and most importantly, constructing sheds to shield students from heat-related illnesses. The "MAS Shiksha Protsahan" initiative embodies the ideology of transforming lives through the continuous generation of knowledge and empowerment. Accordingly, the Company has allocated funds in accordance with its policy and prescribed CSR guidelines.

"MAS Menstrual Hygiene Programme" (Promoting Sanitation in Rural Areas): This program is dedicated to improving awareness, access and acceptance of menstrual hygiene practices in rural communities. We work closely with local stakeholders to conduct awareness campaigns, distribute sanitary products, and promote hygienic practices among adolescent girls and women. By tackling taboos and supporting informed choices, this program helps ensure dignity, health, and empowerment for rural women.

Menstrual hygiene in rural areas is a significant issue that affects the well-being and empowerment of women and girls. Menstrual hygiene is of paramount importance in rural areas, where access to resource like sanitation facilities, clean water, and affordable menstrual products is limited or absent. This lack of resources and infrastructure poses numerous challenges and can have negative consequences for women and girls during their menstrual cycles. In order to address this problem, the Company has distributed sanitary napkins to females in nearby villages, ensuring their well-being and promoting proper hygiene practices. The Company also conducted workshops and awareness sessions on menstrual hygiene management, aiming to educate women and girls about proper menstrual care and health practices.

Honoring the Sacrifice of Our Heroes – Support for Armed Forces Veterans, War Widows, and Their Families – As part of our commitment to honoring national service and valor, the Company has extended heartfelt support to the families of martyrs during our Independence Day commemorations.

Ensuring Food Security – Distribution of Food Grains - Recognizing the pressing issue of food insecurity among economically vulnerable populations, the Company has undertaken a food grain distribution initiative in the surrounding areas of Ahmedabad. This initiative is part of our broader commitment to corporate social responsibility, focusing on addressing basic human needs and supporting sustainable community development.

As part of its robust Corporate Social Responsibility (CSR) initiatives, your Company recognised the challenges faced by a significant section of the population across the country in meeting their basic food requirements. In response, the Company took proactive measures by organising a food distribution drive in Gujarat, wherein raw food packets comprising essential grocery items were provided to villages in need. This CSR endeavor was specifically designed to alleviate the hardships faced by vulnerable individuals and extend support to those tirelessly working on the ground with limited resources. By addressing the pressing issue of food scarcity,theCompanydemonstrateditscommitmenttosocial welfare and contributed to the well-being of communities in need. We recognise the importance of supporting not only people but also animals that play a vital role in agricultural communities. During the year. Our CSR initiative has focused on providing essential food supplies to cows and cattle, ensuring their well-being and supporting local farmers who rely on these animals for their livelihood.

One of the distinguishing aspects of our CSR approach is that all activities, including this food grain distribution initiative, are carried out directly by the Company rather than merely transferring funds to third-party NGOs or external agencies.

The Company has established a dedicated CSR department staffed with committed professionals who personally plan, implement, monitor, and complete these programs on the ground.

While this direct involvement requires significant time and resource investment, it ensures greater transparency, accountability, and effectiveness in delivering impact. By eliminating intermediaries, the Company can closely oversee the execution of projects, promptly address challenges, and adapt interventions to local needs. This hands-on approach strengthens our connection with the communities we serve and maximizes the benefits derived from every CSR rupee spent. Our CSR team conducts thorough needs assessments, coordinates logistics, and maintains regular communication with beneficiaries, ensuring that the initiatives are impactful and sustainable.

Looking ahead, your Company is committed to increasing its CSR impact and expenditure in the coming years, with a continued focus on rural development, health promotion, and sanitation. In line with this commitment, the Company has identified various long-term projects aimed at promoting education, sanitation, health, and welfare, striving to enhance overall well-being and elevate the quality of life for all.

The CSR Report for the Financial Year 2024-2025 is annexed to this report as Annexure-E. The composition of CSR

Committee and the details of the ongoing CSR projects/ programs/activities are included in the CSR report/section. The CSR Policy is uploaded on the Company's website at the web link: https://www.mas.co.in/policy.aspx.

Pursuant to the provisions of 134(3)(p) the Companies Act,

2013 and Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually including Independent Directors as well as the evaluation of the working of its Committees. The evaluation was carried on the basis of structured questionnaire was prepared after taking into consideration inputsreceivedfromtheDirectors,coveringvariousaspectsof the Board's functioning such as adequacy of the composition of the Board and its Committees, level of engagement and participation, Board culture, execution and performance of specific duties, obligations and governance. The Board has expressed their satisfaction with the evaluation process.

In pursuant to Regulation 17(10) of Securities and

Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 the evaluation of Independent Directors were done by the entire board of directors which includes –

(a) Performance of the directors; and

(b) Fulfillment of the independence criteria as specified in the regulations and their independence from the management.

The Board shall evaluate the roles, functions, duties of

Independent Directors (ID's) of the Company. Each ID shall be evaluated by all other directors' not by the Director being evaluated. The board shall also review the manner in which ID's follow guidelines of professional conduct. Further, in a separate meeting of Independent Directors, performance of non-independent directors, the Board as whole and the

Chairman of the Company was evaluated.

(i) Performance review of all the Non-Independent Directors of the Company on the basis of the activities undertaken by them, expectation of board and level of participation;

(ii) Performance review of the Chairman of the Company in terms of level of competence of chairman in steering the company;

(iii) The review and assessment of the flow of information by the Company to the board and manner in which the deliberations take place, the manner of placing the agenda and the contents therein;

(iv) The review of the performance of the directors individually, its own performance as well as evaluation of working of its committees shall be carried out by the board;

(v) On the basis of performance evaluation, it shall be determined by the Nomination and Remuneration

Committee and the Board whether to extend or continue the term of appointment of ID subject to all other applicable compliances.

During the period under the review, the Company has 2 (two) subsidiary companies i.e. MAS Rural Housing and Mortgage

Finance Limited and MASFIN Insurance Broking Private

Limited. Pursuant to the provision of Section 129(3) of the Companies Act, 2013, the performance and financial position of Subsidiaries, Associates and Joint Venture Companies are described in Form AOC-1 which is annexed herewith as

"Annexure - F".

Further the Company does not have any Joint Venture or

Associate Company during the period under the review.

The Company's policy for determination of material subsidiary, as adopted by the Board of Directors, in conformity with regulation 16 of the SEBI Listing Regulations, can be accessed on the Company's website at https://mas. co.in/policy.aspx

The information required under section on 197 of the Act read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are mentioned as per "Annexure – G".

Details of top ten employees in terms of the remuneration and employees in receipt of remuneration as required under Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which form part of the this report will be made available to any member on request, as per provisions of Section 136(1) of the Act and the same is also available on the website of the Company, at www.mas.co.in

The Company continues to carry out the same activities and during the period under review there is no change in the nature of business.

The Company has not paid any commission to the Managing Director / Whole-Time Director against any services during the period under review.

The Company is Non - deposit taking Non-Banking Financial Company registered with Reserve Bank of India and is prohibited from accepting public deposits and therefore the Company has not accepted any deposits from public during the year under review and there was no public deposit outstanding as on March 31, 2025.

1. AUTHORISED SHARE CAPITAL:

The Authorised Share Capital as on March 31, 2025 was 200,00,00,000-/ (Rupees Two Hundred Crores only) divided into 20,00,00,000 (Twenty Crores) Equity Shares of 10/-(Rupees Ten Only) each.

During the year under review there was no change in the Authorised Share Capital of the Company.

2. PAID UP SHARE CAPITAL:

The Paid Up Share Capital of the Company as on March 31, 2025 was 1,81,45,33,770/- (Rupees One Hundred and Eighty One Crores Forty Five Lakh Thirty Three Thousand Seven Hundred and Seventy only) divided into 18,14,53,377 (Eighteen Crore Fourteen Lakh Fifty Three Thousand Three Hundred and Seventy Seven) Equity Shares of 10/- (Rupees Ten Only) each.

During the year, the Company had issued and allotted

1,74,67,248 (One Crore Seventy Four Lakh Sixty Seven

Thousand Two Hundred and Forty Eight) fully paid up Equity Shares of 10/- each at a price of 286.25 per Equity Share, including a premium of 276.25 per Equity Share by issuing Equity shares through Qualified

Institutions Placement on June 21, 2024 and hence the paid up equity capital increased from 16,39,86,129 Equity Shares of 10/- each to 18,14,53,377 Equity Shares of 10/- each.

During the year under review there was no change in the following Non-Convertible Debentures ("NCDs") of the

Company.

1. 50 (Fifty) unsecured, rated, listed, redeemable, subordinated, taxable, transferable, non-convertible debentures denominated in Indian Rupees (""), each having a face value of 1,00,00,000 (Indian Rupees One Crore) aggregating to 50,00,00,000 (Indian

Rupees Fifty Crore) ("Debentures" or "NCDs") on a private placement basis (the "Issue") bearing ISIN

INE348L08041 at the rate of 10.75% (Ten decimal seven five Percentage) p.a. were issued on October 20, 2021.

2. 500 (five hundred) unlisted, subordinated, unsecured, redeemable, non-convertible debentures, having a face value of 10,00,000 (Indian Rupees Ten Lakh) each and an aggregate face value of 50,00,00,000 (Indian Rupees Fifty Crore) bearing ISIN INE348L08058 at the rate of 10.75% (Ten decimal seven five Percentage) p.a. were issued on December 29, 2021.

3. 250 (Two Hundred and Fifty) unlisted, subordinated, unsecured, redeemable, non-convertible debentures denominated in Indian Rupees (""), each having a face value of 10,00,000 (Indian Rupees Ten Lakh) and an aggregate face value of 25,00,00,000 (Indian

Rupees Twenty Five Crore) ("Debentures") bearing

ISIN INE348L08066 at the rate of 10.75% (Ten Decimal Seventy Five percentage) p.a. were issued on September 29, 2022.

4. 3500 (Thirty Five Hundred) unlisted, subordinated, unsecured, redeemable, non-convertible debentures denominated in Indian Rupees (""), each having a face value of 1,00,000 (Indian Rupees One Lakh) and an aggregate face value of 35,00,00,000 (Indian

Rupees Thirty Fifty Crores) ("Debentures") bearing

ISIN INE348L08074 at the rate of 10.75% (Ten Decimal Seventy Five percentage) p.a. were issued on December 21, 2022.

5. 5,000 (Five Thousand) listed, subordinated, unsecured, redeemable, non-convertible debentures denominated in Indian Rupees (""), each having a face value of

1,00,000 (Indian Rupees One Lakh) and an aggregate face value of 50,00,00,000 (Indian Rupees Fifty Crore)

("Debentures") bearing ISIN INE348L08082 at the rate of 10.75% (Ten Decimal Seventy Five percentage) p.a. were issued on March 10, 2023.

6. 5,000 (Five Thousand) listed, subordinated, unsecured, redeemable, non-convertible debentures denominated in Indian Rupees (""), each having a face value of

1,00,000 (Indian Rupees One Lakh) and an aggregate face value of 50,00,00,000 (Indian Rupees Fifty Crore)

("Debentures") bearing ISIN INE348L08090 at the rate of 10.75% (Ten Decimal Seventy Five percentage) p.a. were issued on March 27, 2023.

7. 2500 (Two-thousand Five Hundred) rated, listed, subordinated, unsecured, redeemable, taxable, transferable, non-convertible debentures denominated in Indian Rupees (""), having a face value of 1,00,000 (Indian Rupees One Lakh) each and an aggregate face value of 25,00,00,000 (Indian Rupees Twenty-Five Crore) bearing ISIN INE348L08108 at the rate of 10.75% (ten decimal seven five percent) p.a. were issued on December 08, 2023 (Tranche-1).

8. 2500 (Two-thousand Five Hundred) rated, listed, subordinated, unsecured, redeemable, taxable, transferable, non-convertible debentures denominated in Indian Rupees (""), having a face value of 1,00,000 (Indian Rupees One Lakh) each and an aggregate face value of 25,00,00,000 (Indian Rupees Twenty-Five Crore) bearing ISIN INE348L08108 at the rate of 10.75% (ten decimal seven five percent) p.a. were issued on December 21, 2023 (Tranche-2).

9. 10,000 (Ten Thousand) secured, listed, rated, unsubordinated, redeemable, transferable, non-convertible debentures having a face value of 1,00,000/- (Indian Rupees One Lakh only) each, for cash, aggregating up to 100,00,00,000/- (Indian Rupees One Hundred Crores Only) bearing ISIN INE348L07159 at the rate of Aggregate sum of (a) Benchmark Rate; plus (b) the applicable Spread) Current rate is 8.04% (eight decimal zero four percent) payable on a quarterly basis) were issued on September 28, 2023.

10. 10,000 (Ten thousand) rated, listed, senior, secured, redeemable, taxable, transferable, non-convertible debentures denominated in Indian Rupees (""), having a face value of 1,00,000 (Indian Rupees One Lakh) each and an aggregate face value of 100,00,00,000 (Indian Rupees One Hundred Crore) including a green shoe option of up to 50,00,00,000 (Indian Rupees Fifty Crore) bearing ISIN INE348L07167 at the rate of 8.60%

(eight decimal six zero percent) p.a. were issued on January 16, 2024.

11. 12,500 (Twelve Thousand and Five Hundred) senior, secured, listed, rated, taxable, redeemable, transferable, non-convertible debentures having a face value of

1,00,000/- (Indian Rupees One Lakh only) each and aggregate face value up to 125,00,00,000/- (Indian Rupees One Hundred and Twenty-Five Crores Only) bearing ISIN INE348L07175 at the rate of 9.75% (initial) (nine decimal seven five percent) p.a. were issued on February 21, 2024.

12. 20,000 (Twenty thousand) rated, listed, senior, secured, redeemable, transferable, taxable, non-convertible debentures denominated in Indian Rupees (""), each having a face value of 1,00,000 (Indian Rupees One Lakh) and an aggregate face value of 200,00,00,000 (Indian Rupees Two Hundred Crore) bearing ISIN INE348L07183 at the rate of 9.95% (nine decimal nine five percent) p.a. were issued on March 21, 2024.

Over the course of the reviewed timeframe, the following Non-Convertible Debenture of the Company was redeemed:

1. 500 (Five Hundred) rated, listed, redeemable, senior, secured, non-convertible debentures denominated in Indian Rupees (""), each having a face value of

10,00,000 (Indian Rupees Ten Lakh) and an aggregate face value of 50,00,00,000 (Indian Rupees Fifty

Crores) ("Debentures") bearing ISIN INE348L07126 at the rate of 8.93% (Eight Decimal nine three percentage) p.a.

2. 1000 (One Thousand) rated, senior, secured, listed, transferable, redeemable, principal protected market linked non-convertible debentures denominated in

Indian Rupees (""), each having a face value of

10,00,000 (Indian Rupees Ten Lakh) and an aggregate face value of 100,00,00,000 (Indian Rupees Hundred

Crore) ("Debentures") bearing ISIN INE348L07142 at the rate of (a)8.90% (eight decimal nine zero percent) (XIRR), if the Yield is lesser than or equal to 18% (eighteen percent); (b) 8.80% (eight decimal eight zero percent) (XIRR), if the Yield is lesser than or equal to 24% (twenty four percent) but greater than 18% (eighteen percent); and/or (c) 0% (zero percent) (XIRR), if the Yield is greater than 24% (twenty four percent).

During the period under the review, the following Non-Convertible Debenture of the Company was issued:

1. 20,000 (Twenty thousand) rated, listed, senior, secured, redeemable, transferable, taxable, non-convertible debentures denominated in Indian Rupees (""), having a face value of 1,00,000 (Indian Rupees One Lakh) each and an aggregate face value of 200,00,00,000 (Indian Rupees Two Hundred Crore) including a green shoe option of up to 100,00,00,000 (Indian Rupees One Hundred Crore) bearing ISIN INE348L07191 at the rate of 8.55% (eight decimal five five percent) p.a. were issued on June 06, 2024.

2. 10,000 (Ten thousand) rated, listed, senior, secured, redeemable, transferable, taxable, non-convertible debentures denominated in Indian Rupees (""), having a face value of 1,00,000 (Indian Rupees One Lakh) each and an aggregate face value of 100,00,00,000 (Indian Rupees One Hundred Crore) including a green shoe option of up to 50,00,00,000 (Indian Rupees Fifty Crore) bearing ISIN INE348L07209 at the rate of 9.57% (nine decimal five seven percent) p.a. were issued on

June 21, 2024.

3. 15,000 (Fifteen Thousand) rated, listed, senior, secured, redeemable, transferable, taxable, non-convertible debentures having a face value of 1,00,000/- (Indian Rupees One Lakh only) each and aggregate face value up to 150,00,00,000/- (Indian Rupees One Hundred and Fifty Crores Only) including a green shoe option of up to 50,00,00,000 (Indian Rupees Fifty Crore) bearing ISIN INE348L07217 at the rate of 8.35% (eight decimal three five percent) p.a. were issued on August 28, 2024.

4. 10,000 (Twenty Thousand) rated, listed, senior, secured, redeemable, transferable, taxable, non-convertible debentures denominated in Indian Rupees (""), each having a face value of 1,00,000 (Indian Rupees One Lakh) and an aggregate face value of 100,00,00,000 (Indian Rupees One Hundred Crore) bearing ISIN INE348L07225 at the rate of 8.35% (eight decimal three five percent) p.a. were issued on October 18, 2024.

5. 10,000 (Twenty Thousand) rated, listed, senior, secured, redeemable, transferable, taxable, non-convertible debentures denominated in Indian Rupees (""), each having a face value of 1,00,000 (Indian Rupees One Lakh) and an aggregate face value of 100,00,00,000 (Indian Rupees One Hundred Crore) bearing ISIN

INE348L07233 at the rate of 8.45% (eight decimal four five percent) p.a. were issued on November 28, 2024.

6. 35,000 (Thirty Five Thousand) rated, listed, senior, secured, redeemable, transferable, taxable, non-convertible debentures denominated in Indian Rupees

(""), each having a face value of 10,000 (Indian Rupees Ten Thousand) and an aggregate face value of

35,00,00,000 (Indian Rupees Thirty Five Crore) (Series I) bearing ISIN INE348L07258 at the rate of 9.40% (nine decimal four zero percent) p.a. were issued on December 23, 2024.

7. 65,000 (Sixty Five Thousand) rated, listed, senior, secured, redeemable, transferable, taxable, non-convertible debentures denominated in Indian Rupees

(""), each having a face value of 10,000 (Indian Rupees Ten Thousand) and an aggregate face value of

65,00,00,000 (Indian Rupees Sixty Five Crore) (Series

II) bearing ISIN INE348L07241 at the rate of 9.60% (nine decimal six zero percent) p.a. were issued on December

23, 2024.

8. 7,500 (Seven Thousand and Five Hundred) rated, listed, senior, secured, redeemable, transferable, taxable, non-convertible debentures denominated in Indian

Rupees (""), each having a face value of 1,00,000 (Indian Rupees One Lakh) and an aggregate face value of 75,00,00,000 (Indian Rupees Seventy Five Crore) bearing ISIN INE348L07266 at the rate of 9.75% (nine decimal seven five percent) p.a. were issued on December 30, 2024.

9. 65000 (Sixty-Five Thousand) rated, listed, senior, secured, redeemable, transferable, taxable, non-convertible debentures denominated in Indian Rupees (""), each having a face value of 10,000 (Indian Rupees Ten Thousand) and an aggregate face value of 65,00,00,000 (Indian Rupees Sixty-Five Crore) including a green shoe option of up to 50,00,00,000 (Indian Rupees Fifty Crore) ("Series I Debentures") bearing ISIN INE348L07274 at the rate of 9.60% (nine decimal six zero percent) (floating interest rate) p.a. were issued on February 13, 2025.

10. 60,000 (Sixty Thousand) rated, listed, senior, secured, redeemable, transferable, taxable, non-convertible debentures denominated in Indian Rupees (""), each having a face value of 10,000 (Indian Rupees Ten Thousand)andanaggregatefacevalueof60,00,00,000

(Indian Rupees Sixty Crore) bearing ISIN INE348L07241 at the rate of 9.60% (nine decimal six zero percent) p.a. were issued on February 13, 2025 reissuance under the same ISIN.

11. 15,000 (Fifteen Thousand) rated, listed, senior, secured, redeemable, transferable, taxable, non-convertible debentures denominated in Indian Rupees (""), each having a face value of 1,00,000 (Indian Rupees One Lakh) and an aggregate face value of 150,00,00,000 (Indian Rupees One Hundred and Fifty Crore) bearing ISIN INE348L07282 at the rate of 9.80% (nine decimal seven five percent) (floating interest rate) p.a. were issued on March 21, 2025.

12. 5,000 (Five Thousand) rated, listed, unsubordinated, secured, transferable, redeemable, non-convertible debentures denominated in Indian Rupees (""), each having a face value of 1,00,000 (Indian Rupees One Lakh) and an aggregate face value of 50,00,00,000 (Indian Rupees Fifty Crore) bearing ISIN INE348L07290 at the rate of 9.6% (nine decimal six percent) p.a. were issued on March 28, 2025.

The Company has provided for impairment of loans and advances as per IND AS 109 prescribed under section 133 of the Companies Act, 2013. The Company has also complied with the directions issued by RBI regarding Capital Adequacy norms.

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.

There was no material order passed by Regulators / Courts / Tribunals during the year under review impacting the going concern status and company's operations in future.

Internal Financial Control remains an important component to foster confidence in a company's financial reporting, and ultimately, streamlining the process to adopt best practices. In pursuance to provisions of Section 134(5)(e) of the Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 your Company has in place adequate internal controls with reference to financial statements and are operating effectively. The Company has devised proper system of internal financial control which is commensurate with size and nature of Business. The Board has appointed

Ms. Deepika Agarwal as the Internal Auditor of the Company pursuant to provisions of Section 138 of the Companies Act, 2013 in order to ensure proper internal financial control.

The assets of your Company have been adequately insured.

Further, company has taken D&O Insurance for Directors &

KMP.

On recommendation of Nomination and Remuneration

Committee, the Board has appointed Mr. Vishal Vasu (DIN:

02460597) as an Independent Director of the Company for a period of five consecutive years effective from April 24, 2024. The same has been approved by the members vide special resolution passed through postal ballot by way of remote e-voting on July 19, 2024 and the result of the same was declared on July 20, 2024.

On recommendation of Nomination and Remuneration

Committee, the Board has appointed Mr. Dhvanil Gandhi

(DIN: 10562922) as an Additional Director of the Company belonging to the category of Promoter effective from August 14, 2024. His appointment was confirmed and approved by the members vide ordinary resolution passed at the Annual General Meeting held on September 11, 2024.

On recommendation of Nomination and Remuneration

Committee, the Board has appointed Mr. Dhvanil Gandhi

(DIN: 10562922) as a Whole-Time Director of the Company for a period of five consecutive years effective from August 14, 2024. The same has been approved by the members vide special resolution passed at the Annual General Meeting held on September 11, 2024.

On recommendation of Nomination and Remuneration

Committee, the Board has appointed Dr. Barnali Chaklader

(DIN: 10970760) as an Independent Woman Director of the Company for a period of One year effective from March 04, 2025. The same has been approved by the members vide special resolution passed through postal ballot by way of remote e-voting on April 05, 2025 and the result of the same was declared on April 07, 2025.

On account of completion of second term of five consecutive years as terms of appointment, Mrs. Daksha Shah (DIN:

00376899) ceased to be Non-Executive Independent

Directors of the Company with effect from close of business hours on March 13, 2025. The Board places on record its sincere appreciation for the valuable contribution made by Mrs. Daksha Shah during her long tenure as Independent

Woman Director on the Board of the Company.

A. Directors liable to retire by rotation

Pursuant to the provisions of Section 152 (6) of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force) Mr. Dhvanil Gandhi (DIN: 10562922) Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible to offers himself for reappointment.

The Board of Directors in its meeting held on Wednesday, July 23, 2025 on the recommendations of the Nomination and Remuneration Committee (NRC), further recommends to the members of the Company for re-appointment of Mr. Dhvanil Gandhi (DIN: 10562922), as the Director of the Company.

Necessary resolution for the appointment of the aforesaid Directors and his detailed profile has been included in the notice convening the 30^th AGM and details of the proposal for appointment is mentioned in the explanatory statement of the notice.

Your directors recommend his appointment.

AlltheDirectorsoftheCompanyhaveconfirmedthatthey are not disqualified from being appointed as Directors in terms of section 164 & 165 of the Companies Act,

2013. Mr. Ravi Kapoor Proprietor of M/s. Ravi Kapoor

& Associates has issued a certificate as required under the Securities and Exchange Board of India (Listing

ObligationsandDisclosuresRequirements)Regulations,

2015, confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Director of Company by SEBI / Ministry of Corporate Affairs or any such statutory authority. A certificate to this effect has been enclosed with Corporate Governance Report.

B. KMPs

During the period under the review, there were no changes in the KMPs of the Company.

Details of managerial remuneration as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as per ‘Annexure - G' to this report.

As required under the SEBI (Listing Obligations and

Disclosures Requirements) Regulations, 2015, Management Discussion and Analysis Report and Corporate Governance

Report are forming part to this Report annexed as

"Annexure – H" and "Annexure – I".

Your Company is committed for creating and maintaining a secure work environment where its employees can work in an atmosphere free of harassment, exploitation and intimidation.

To foster a positive workplace environment, free from harassment of any nature to empower women and protect them against sexual harassment, and as per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, we have institutionalised the

Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

We have also constituted a Special Complaints Committee to consider and address sexual harassment complaints in accordance with the Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no incidences of sexual harassment reported. Details of complaints of sexual harassment as prescribed under rule 8(5)(x) of the

Companies (Accounts) Rules, 2014 are as follows:

We are committed to the well-being of our employees and offer industry-leading benefits, including accidental insurance and maternity/paternity coverage in line with applicable laws. Our Board-approved Employee Health &

Safety Policy underscores our dedication to ensuring a safe and healthy workplace for all. In alignment with this commitment, we organised training sessions on health and safety best practices to promote overall workplace well- being. The Company confirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961. We are committed to upholding the rights and welfare of our employees and have implemented all necessary measures to ensure that eligible women employees receive the benefits and protections mandated under the Act, including maternity leave and workplace support, as applicable.

Maternity Leave: Female employees are entitled to up to 182 days of maternity leave as per the Company's policy, aligning with applicable legal requirements.

Paternity Leave: Male employees may avail up to five days of paternity leave within three months following the birth of their child.

The Company strictly prohibits any form of discrimination against employees on the basis of pregnancy. Female employees who are pregnant will not face any discrimination in terms of salary increments, promotions or other employment benefits. We are committed to fostering an inclusive and supportive work environment where all employees are treated fairly and equitably, regardless of their pregnancy status.

The Audit Committee consists of the following members as on March 31, 2025:

Ms. Riddhi Bhaveshbhai Bhayani, Company Secretary &

Chief Compliance Officer acts as the Secretary to the Audit Committee.

The composition and scope of Audit committee inter alia meets with the requirement of Section 177 of the Companies Act, 2013 and in accordance with Regulation 18 of Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015.

No. of Meetings of Audit Committee held during the year: 8

In Compliance with the provisions of Companies Act, 2013 and Regulation 22 of Listing Regulations, the Company has established a vigil mechanism and overseas through the Committee, the genuine concerns about unethical behavior expressed by the employees and other Directors.

TheCompanyhasalsoprovidedadequatesafeguardsagainst victimisation 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 employees and the Company. The board has approved a policy for vigil mechanism which has been hosted on the website of the Company. The web-link for the same is https://www.mas.co.in/policy.aspx.

The disclosure pursuant to Master Direction – Reserve

Bank of India (Non-Banking Financial Company Scale Based Regulation) Directions, 2023, is annexed herewith as

"Annexure - J".

Further, since the Company is a listed Non-Deposit taking

Non- Banking Financial Company registered with the Reserve Bank of India (RBI), the Company has provided the required disclosures in its Corporate Governance Report in terms of para C of Schedule V of SEBI (LODR) Regulations, 2015 as applicable to the Company in Annexure-I which forms part of this annual report.

A Business Responsibility and Sustainability Report as required under Regulation 34(2)(f) of the SEBI (Listing

Obligations and Disclosure Requirements), Regulations 2015, is enclosed as part of this report, vide "Annexure - K".

We are pleased to announce that Acuite Ratings and

Research has upgraded Company's Bank Loan Ratings and

Non-Convertible Debentures rating to ‘Acuite AA; Stable' from the previous rating of ‘Acuite AA-; Stable''.

This rating upgrade reaffirms the high reputation and trust that the Company has earned for its sound financial management and its ability to meet financial obligations.

The provision of Application of Cost Record in Compliance of Companies (Accounts) Rules, 2014 & in respect of section

148(1) of the Companies Act, 2013 is not applicable to the Company.

During the year under review, the Company did not file any application before the National Company Law Tribunal under Insolvency and Bankruptcy Code, 2016 for recovery of outstanding loans against customer and there is no pending proceeding against the Company under Insolvency and

Bankruptcy Code, 2016.

It is Not Applicable to the Company, during the financial year.

The Board of Directors extends their heartfelt gratitude to the Reserve Bank of India and other regulatory authorities for their invaluable guidance and cooperation. Their support has been instrumental in enabling the Company to operate effectively within the regulatory framework. We also extend our heartfelt appreciation to all those who have placed their trust in the Company and its management. We are deeply grateful to our loyal customer base, which now exceeds one million across the diverse regions we serve. Their confidence and continued patronage provide us with the privilege and motivation to consistently deliver quality financial services.

Our collaboration with a wide network of NBFC-MFIs, NBFCs, and Housing Finance Companies (HFCs) has been truly inspiring. These partnerships have not only fueled mutual growth but also strengthened the financial ecosystem. We look forward to deepening these relationships and creating even greater synergies in the years ahead, fostering enduring and mutually beneficial alliances.

The entire MAS Team deserves recognition for their unwavering commitment and relentless pursuit of excellence.

The core team at MAS plays a pivotal role in formulating and executing strategic decisions, contributing significantly to the Company's overall growth. We take this moment to express our heartfelt appreciation for their continuous support, hard work, and unwavering dedication. Their contributions have been integral to the Company's success.

We trust that this journey will continue to be a rewarding one with their support, aware of the fact that we have "Miles to go.… with the confidence that "Together We Can and We Will……."