Manipal Finance Corporation Ltd

To, The Members,

Your Directors have pleasure in presenting their 41^st Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.

1. Financial summary or highlights/Performance of the Company

The company has adopted Indian Accounting Standards (IND-AS) notified under section 133 of the Companies Act, 2013 (The Act) read with the Companies (Indian Accounting Standards) Rules, 2015 (Amended from time to time) from April 1, 2019 and effective date of such transition is April 1, 2018. Such transition has been carried out from the erstwhile Accounting Standards notified under the Act, read with relevant rules issued there under and guidelines issued by the Reserve Bank of India (RBI) (collectively referred to as ‘the previous GAAP). The figures have been presented in accordance with the format prescribed for financial statements for a Non Banking Finance Company (NBFC) whose financial statements are drawn up in compliance of the Companies (Indian Accounting Standards) Rules, 2015 in division III of Notification No. GSR 1022 (E) dated October, 11, 2018, issued by the Ministry of Corporate Affairs, Govt. of India.

2. State of Company's affair

The present activity of the Company is restricted to recovery of dues and repayment of debts.

3. Dividend:

The Company has not declared any Dividend on equity shares, due to insufficient profit.

4. Reserves:

During the year, the Company has not transferred any amount to General Reserve Account.

5. Share Capital:

The paid up Equity Share Capital as on 31^st March, 2024 was Rs.83810 thousand and Preference Share Capital of Rs.29500 thousand. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

6. Directors and Key Managerial Personnel: a. Independent Director :

During the year under review, pursuant to Section 134(3)(d) of the Act declarations were received from all

Independent Directors of the Company confirming that they fulfill the "criteria of independence" specified in Section 149(6) of the Act and Regulation 16(b) of the under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b. Director retiring by rotation:

Mr. Hiriadka Mohandas (DIN: 06926720) was appointed as an additional Directors on the Board of the Company at its meeting held on 30.03.2024 liable to retire by rotation. The Company has received notice from a member together with requisite deposit under the Companies Act, 2013 proposing his candidature for the office of the Director at the ensuing Annual General Meeting.

During the period under report, Mr. Srikara Mallya, [DIN: 08409522], Director has resigned to the Directorship of the Company. The Board wishes to place on record its sincere appreciation of his valuable advice and services rendered by Mr. Srikara Mallya to the Company during his term of office as Directors of the Company.

Mr. Basthi Ashok Pai (DIN: 08136975) was reappointed as Independent Director for a further period of 5 years from 25.12.2024 subject to approval of the members in the ensuing AGM.

c. Key Managerial Personnel:

During the year under report, Mr. Srikara Mallya was appointed as Chief Financial Officer (CFO) of the Company in terms of Section 203 of the Companies Act, 2013 in place of Sri T Sanjay Pai, Chief Financial Officer, who has resigned from the post w.e.f. 30.03.2024.

In accordance with the provisions of Section 203 of the Act the following are the Key Managerial Personnel of the Company

Sr no. Name Designation

7. Particulars of Employees:

During the year under review, the Company had no employees whose remuneration exceeded the limit prescribed under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and subsequent amendments thereto.

Particulars of top ten employees of the Company in terms of remuneration drawn during the year 2023-2024 presented as an annexure to the Board Report during the Board Meeting is preserved separately and the same will be made available to any shareholders on request made to the company in writing.

8. Meetings:

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, five Board Meetings and four Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

a. Board of Directors, Meetings of the Board/Committees/Annual General Meetings.

The Board comprised of four Directors, of which one is executive and three non-executives including a woman director.

The non-executive Directors are eminent personalities with experience in Management and Finance. The Board oversees as to how the management serves and protects the long-term interest of all the stakeholders. i) Number of Board Meeting and Attendance of Directors:

The Board met five times during financial year 2023-2024. The details are as follows:

The last AGM was held on 29^th September, 2023 and 3 out of 4 Directors are attended the AGM.

ii) The Composition of Board of Directors, their directorships in other companies and memberships in committees and the details of their attendance at the Board Meetings are given below:

* Resigned w.e.f. 30.03.2024

b. Audit Committee:

The Audit Committee comprised of the following members of the Board:

Sri T Narayan M Pai, Managing Director Sri Basthi Ashok Pai, Member Smt Vinoda C Sherigar, Member Sri Hiriadka Mohandas, Member

The role and terms of reference of Audit Committee cover the areas mentioned under Regulation 72 of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 and Section 179 of the Companies Act, 2013, besides other terms referred to by the Board of Directors from time to time. During the year, the Committee met on 30.05.2023, 14.08.2023, 13.11.2023 and 13.02.2024. Sri T Narayan M Pai, Managing Director is the Compliance Officer.

Attendance of the Directors at the Audit Committee Meeting:

c. Nomination and Remuneration Committee:

This Committee will attend to the function relating to review of remuneration policy, changes to be effected in the policy from time to time and other aspects of remuneration to the Directors and Key Managerial Personnel from time to time.

Sri T Narayan M Pai, Managing Director is the only whole-time Director of the Company and he does not draw any remuneration.

Details of remuneration for the year ended 31^st March, 2024:

i) Whole-Time Director: Nil

ii) Non-Executive Independent Directors: Smt. Vinoda C Sherigar, Non-Executive Independent Director is paid remuneration by way of sitting fees for attending Board Meetings.

iii) Key Managerial Personnel: details of remuneration paid to Chief Financial Officer of the Company has been furnished in the Annual Return (Form MGT-9).

d. Stakeholders Relationship Committee :

The Committee approves transfer, transmission, issue of duplicate Share, Debenture Certificates and Sub - Ordinated Debts, review and redress shareholders grievances/complaints on matters relating to transfer of shares, debentures, sub-ordinated debts, non-receipt of Balance Sheet etc.

Mr. T Narayan M Pai, Managing Director is the Compliance Officer.

e. Annual General Meetings:

The last three Annual General Meetings were held in Regd. Office: “Manipal House”,- Manipal 576 104.

All the resolutions as set out in the respective notices were passed by the shareholders.

9. Board Evaluation:

Pursuant to provisions of SEBI (LODR) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The Board's functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning. Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and providing guidance to the Managing Director. Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors

10. CORPORATE GOVERNANCE:

Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, does not apply to your Company, as your Company's equity share Capital and net worth is below the threshold limit prescribed under the said Regulation. Hence, the Report on Corporate Governance is not provided. Part C , D & E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are not applicable since the company was having paid up equity share capital not exceeding rupees ten crores and net worth not exceeding rupees twenty five crores, as on the last day of the previous financial year.

Part F Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 Disclosures with respect to demat suspense account/ unclaimed suspense Account there are no shares outstanding in demat suspense account or unclaimed suspense account.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Review of Operations:

The Company is engaged in the business of Hire Purchase and Lease finance and has completed 41 years of operation in this field. During the year 2023-2024, the Company has earned a net loss of Rs.1397 thousands as against the net loss of Rs.1898 thousands in the previous year 2022-2023.

Hire Purchase and Lease finance business is facing severe competition and margins are under great pressure. In the aftermath of stringent Prudential Norms promulgated by the RBI, the NBFCs all across the country suffered a severe setback. Their borrowing capacity is drastically curtailed. With no avenues for further growth, together with ever increasing defaulters in the list of corporate clients, triggered the downfall in the performance of the NBFCs. The situation that has arisen in your Company is in no way different. In spite of these hurdles, the Company has tried its best to salvage the situation by reducing its operational cost on all fronts.

The Company is putting in serious efforts to recover NPA accounts. Criminal complaints under Section 138 of Negotiable Instrument Act are also lodged simultaneously against such defaulters whose cheques were dishonoured. The Company is making good progress on the Recovery Front.

The Company has appointed M/s. N P Pai & Co. Chartered Accountants, Udupi (Firm Regn No. 115271W) as its Internal Auditor.

The discussion on financial performance of the Company is covered in the Director's Report. There has been no material development on the human resource front during the year. The number of employees employed as on 31^st March 2024 was 2.

The Company has already transferred amounts of unclaimed Debentures, unclaimed subordinated debts and deposits with interest up to maturity to the Investor Education and Protection Fund.

12. CERTIFICATE UNDER REGULATION 34 OF SEBI (LODR) REGULATIONS, 2015

Pursuant to Regulation 34(3) and Schedule V Para C Clause (10) (i) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015] a certificate received from a Company Secretary in practice is enclosed as Annexure- III.

13. Remuneration Policy & Managerial Remuneration:

None of the Directors of the Company, who may be a Managing or Whole-time Director of the Company's, have received any remuneration, including commission from the Company during the year.

None of the Directors of the Company have received any remuneration or commission from any Holding Company or Subsidiary Company, service contracts, notice period, severance fees, fixed component and performance linked incentives etc.

14. Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any Subsidiary/Joint Ventures/Associate Companies

15. Auditors:

Pursuant to the provisions of the Companies Act, 2013, the Company at its 39^th AGM held on 21^st September, 2022 had appointed M/s Sriramulu Naidu & Co., Chartered Accountants, Mangalore (Firm Registration No.008975S) as the Statutory Auditors of the Company for period of five years till the conclusion of the 44^th annual general meeting to be held in the year 2027.

a. In respect of the Qualification / Observation made by the Auditors vide “Basis for Qualified Opinion” , “Emphasis of the Matter”, and “other matters” Para 3, 4(e), 4(f), 4(g), 4 (j) (i) and 4(j)(iii) of the “Report on other Legal and Regulatory Requirements” of “Report on Financial Statements” and Clause Nos.(i), (v), (xvi) and (xix) of Annexure “A” to the Auditors Report and Qualification given under Basis for Issues of Qualified Opinion under Annexure “B” for the Auditors Report and the qualifications given in report in relation to matters specified in Para 3 (A) and (B) as per master direction DNBS.PPD.03/66.15.001/2016-17 issued by RBI dated 29^th September, 2016, the clarifications given vide Note Nos.14.01, 18.01, 28.01, 28.08, 28.11, 28.14, 28.15 28.16, 28.23, 28.26, 28.27 and 28.28 and Significant Accounting Policies, Key Accounting Estimates and Judgments I, II (m) to the financial statement are self explanatory.

Secretarial Audit Report:

In terms of Section 204 of the Act and Rules made there under, Sri S Ramachandra Bhat, Practicing Company Secretary (Membership No.04441, C P No.5421) from Bangalore has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure II to this report. As per Section 134 (3f) of the Companies Act 2013 Company is required to make comments on the adverse remarks / comments on the Secretarial Auditor's Report.

As per the Secretarial Auditor's Report placed before the Board, the Secretarial Auditor have opined that the company is a defaulter for non-payment of deposits/Debts accepted from the public as per the terms of approval in compliance of the provisions of section 58A of the erstwhile Companies Act 1956 and the Companies (Acceptance of Deposits) Rules 1975.

The company has fully settled unclaimed debentures, subordinated debts and deposits except for disputed at appropriate legal forums. The unclaimed amounts pertaining debentures, subordinated debts and deposits with interest up to maturity have been transferred to IEPF on 29^th March, 2022.

Your Directors reiterate that the company during the year 2021-22 has transferred unclaimed Debts/Deposits and Debentures including Interest thereon amounting to Rs.2,55,25,779.00 to the INVESTOR EDUCATION AND PROTECTION FUND of the Central Government pursuant to the provisions of Section 125(2) of the companies Act 2013 during the year under report.

Further, as observed from the records, the company has fully repaid all its old dues payable towards Debts/Deposits and Debentures as at 31.03.2024.

Internal Audit & Controls:

The Company has established and maintained adequate internal controls over the financial reporting. Internal controls have been designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements in accordance with accounting principles generally accepted in India. The Company has internal control system commensurate with the size and nature of the business. The Company engages M/s. N P Pai & Co., Chartered Accountants, Udupi ,(Firm Registration No.115271W / Membership No.039351) as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed and acted upon and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

16. Vigil Mechanism :

The Company has adopted a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy.

17. Details of Fraud Report by Auditors:

As per auditors' report, no fraud u/s 143(12) reported by the auditor.

18. Risk management policy

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and in pursuant to provisions of SEBI (LODR) Regulations, 2015. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Through this programme, each Function and Unit addresses opportunities and risks through a comprehensive approach aligned to the Company's objectives. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status. Sustainability is embedded in the Corporate Enterprise Risk Management programme, which gives an opportunity to increase the effectiveness of risk management practices and for improving business efficiency. The Company's social and environmental policies correlate strongly with the risk management strategy and ultimately the financial performance. This risk management process, which is facilitated by internal audit, covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen strategies. The current risk slate and the comprehensive risk policy have been further redefined during the year. The major risks forming part of the Enterprise Risk Management process are linked to the audit universe and are covered as part of the annual risk based audit plan.

19. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act,2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an copy of annual return in MGT-7 is available on the Company's website www.mfgroupco.com (link: www.mfgroupco.com/Financials/Annual Return 2021). As per provisions of Section 134(3)(a) of the Companies Act, 2013 the Annual return for financial year 2023-24 is placed on website of the company i.e. www.mfgroupco.com.

20. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report and changes in nature of business, if any: There are no such material changes to be reported in this regard and there are no change in nature of business.

21. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future:

Your Directors wish to state that there have been no significant or material orders that were passed by the Regulators or Courts or Tribunals which may impact the going concern status and operations of the Company in future.

22. Particulars of loans, guarantees or investments under Section 186:

Details of Loans: Not applicable to NBF Companies since same are given in the ordinary course of business. Further, no loans are given to any party. Details of Guarantee / Security Provided: : Not applicable to NBF Companies. However no such guarantee or security provided. Investments made are of the nature quoted /unquoted equity shares. Particulars of such investments are provided in the financial statements vide note No.5.

23.Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The Company did not have any activity in relation to conservation of energy or technology absorption. The Company had no foreign exchange earnings or outgoings during the year under report.

24. Details in respect of adequacy of internal financial controls with reference to the Financial Statements:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

25. Deposits:

The details relating to deposits, covered under Chapter V of the Act,- (a) accepted during the year; Nil (b) remained unpaid at the end of the year; Nil

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: (i) at the beginning of the year; Nil (ii) maximum during the year; Nil (iii) at the end of the year; Nil The details of deposits which are not in compliance with the requirements of Chapter V of the Act;

26. Particulars of contracts or arrangements with related parties:

All related party transactions that were entered into were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of Companies Act, 2013 (“the Act”). There were no materially significant Related Party Transactions made by the Company during the year that would have required shareholders approval under the provisions of the Act. Details of the transactions with related parties are provided in the Note No.28.09 of accompanying financial statements. Form AOC-2 pursuant to clause (h) of subsection (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith marked as Annexure I.

27. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has not received any complaint of sexual harassment during the financial year 2023-2024.

28. Corporate Social Responsibility (CSR) : Not applicable

29. Human Resources

Your Company treats its “human resources” as one of its most important assets.

Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

30. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; and (e) the directors, in the case of a listed Company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. (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.

31. Transfer of Amounts to Investor Education and Protection Fund

The Company has during the financial year 2021-22, transferred all the unclaimed Debentures, Subordinated Debts and Deposits with interest till maturity to Investor Education and Protection Fund.

32. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2024-2025 to Bombay Stock Exchange, Mumbai where the Company's Shares are listed.

33. Secretarial Standards

Secretarial Standards Pursuant to Section 118 of Companies Act, 2013, The Company has complied with all the provisions of applicable Secretarial Standards issued by Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

That is as follows: 1) Secretarial Standards I for Board Meeting. 2) Secretarial Standards II for General Meeting.

34. 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

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

35. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME

OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There was no instance of onetime settlement with any Bank or Financial Institution.

36. GENERAL SHAREHOLDER INFORMATION:

Pursuant to General Circular Nos.14/2020, 17/2020 and 20/2020 dated 8th April 2020, 13th April 2020,5th May 2020, respectively and GC no. 2/2022 and 3/2022 dated 5th May 2022, issued by the Ministry of Corporate Affairs (“MCA Circulars”) and Circular No.SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12^th May 2020 issued by the Securities and Exchange Board of India (“SEBI Circular”) and in compliance with the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the 41^st AGM of the Company is being conducted physically by strictly following the necessary advisories issued by the Government in this behalf.

Pursuant to the MCA Circulars and SEBI Circular, in view of the prevailing situation, owing to the difficulties involved in dispatching of physical copies of the Notice of the 41^st AGM and the Annual Report for the year 2023-24 including the Audited Financial Statements for year 2023-2024, are being sent only by email to the Members.

In line with the MCA Circulars and SEBI Circular, the Annual report of the company will be available on the website of the Company at www.mfgroupco.com and on the website of BSE Limited at www.bseindia.com. The Company is providing remote E-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for remote E-voting are provided in the Notice. Members are requested to read the general instructions for accessing and participating in the 41^st AGM and voting through electronic means including remote e-Voting as set out in the Notice of 41^st AGM

The Company has appointed CS Ramachandra Bhat S, Practicing Company Secretary as the Scrutinizer for conducting the remote e-voting and the voting process at the AGM in a fair and transparent manner.

37. Acknowledgements

Your Directors wish to place on record their appreciation of the services and co-operation extended by our Bankers and Members of Staff of the Company, during the year under report. Your directors also wish to thank the shareholders for their support.