To,

The Members,

MAS FINANCIAL SERVICES LIMITED

Ahmedabad

Your Directors are pleased to present the Twenty Ninth (29th) Annual Report of your Company along with the Audited Standalone and Consolidated Accounts drawn for the financial year ended on March 31,2024.

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

FINANCIAL RESULTS:

(Amount in Rs. Crore)

In terms of consolidated basis:

The Group's revenue from operations for the financial year was Rs. 1279.16 Crores, higher by 30.71% over the previous year's revenue from operations of Rs. 978.60 Crores. Net Profit (PAT) is Rs. 254.01 Crores which is higher by 23.41% over the previous year's PAT of Rs. 205.82 Crore. The Earnings per share is Rs. 15.31 (Previous years Rs. 12.39).

In terms of Standalone basis:

The Company's revenue from operations for the financial year was Rs. 1217.15 Crores, higher by 29.92% over the previous year's revenue from operations of Rs. 936.85 Crores. Net Profit (PAT) is Rs. 247.75 Crores which is higher by 23.28% over the previous year's PAT of Rs. 200.96 Crore. The Earnings per share is Rs. 15.11 (Previous years Rs. 12.25).

PROSPECTS AND DEVELOPMENTS:

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 recognize a vast market opportunity across all its product lines for efficient last mile credit delivery, particularly for NBFCs and other financial institutions seeking significant growth prospects. Our strategic approach involves a multi-product and multi-locational strategy, providing a distinct advantage in risk management and scalability. This allows us to cater effectively to a diverse customer base while minimizing risks and maximizing operational efficiency. The advent of digitization and the company's focus on the same will be 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 tailoring our products and services to meet their unique needs, 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 quality of the assets and customer-centricity, we are well-positioned within the industry. Our dedicated team of professionals continually delivers exceptional value and fosters 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 unwavering focus on the lower and middle- income segments, strengthens our position within the industry. By capitalizing on these opportunities, we aim to drive growth, maximize value for stakeholders, and make a significant contribution to the broader economy.

SMALL AND MEDIUM ENTERPRISE LOAN:

They are very rightly reckoned as the key drivers of the economy given their substantial contribution in terms of 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.

As expected working capital loans to the SME continue to show lot of promise. We are in the continuous process of understanding the segment and are keen 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 assessment of their working capital needs thereby increasing the possibilities of more credit flow to the sector. In consonance to our policy of building up quality assets, we are confident of creating quality assets in this segment too. The focus remains on states of operation namely Gujarat, Rajasthan, Madhya Pradesh, Maharashtra, Tamil Nadu, Karnataka, Telangana, Chhattisgarh, Punjab, Haryana, Delhi and Uttarakhand.

TWO WHEELER AND COMMERCIAL VEHICLE FINANCING:

According to a CRISIL report the outstanding credit in the overall vehicle financing segment is expected to grow at very healthy CAGR of 16% - 18% from fiscal 23-27 reaching the size of 21 Lakh crores and more.

We continue also to focus on Two-Wheeler and Commercial Vehicle financing and we'll be shortly introducing used car financing too. We'll pursue business models which generate required return on assets while maintaining the quality of portfolio. We are confident that as we spread to newer geographies within our distribution network, we will be achieving the desired objectives. With the expected growth of the economy we anticipate the vehicle financing segment to contribute increasingly in the overall AUM mix.

HOUSING FINANCE:

India's housing finance market is a flourishing sector brimming with potential for both lenders and borrowers. Valued at a staggering Rs. 30 trillion, the market is expected to surge at a robust 13% CAGR (FY23-26), fueled by rising incomes, improved affordability, and supportive government policies. Housing finance already reigns supreme within India's secured loan portfolio.

MAS Rural Housing & Mortgage Finance Limited ("MRHMFL' or "the Subsidiary") continues to serve the middle income and the lower income sector of the economy, especially in the semi urban and rural areas, which are reckoned to be the key drivers of the sector in the coming decades. Full- fledged efforts are on to execute efficiently, as per the detail planning. Being aware of the challenges involved in serving this class of the society, a very cautious approach is adopted in building up volumes. Nevertheless, Company is quite confident of building substantial volumes in the near future. The Company's rural initiative will also start yielding results shortly.

The Company has 85 branches Pan India as on March 31, 2024. 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 involved with all the stakeholders to smoothen the process and is assertive in getting the right set of documents.

We persistently strive forward, driven by our unwavering commitment to creating a high-quality portfolio and adding substantial value to the ecosystem in which we operate. With confidence, we are dedicated to achieving these goals.

DISTRIBUTION NETWORK:

The Company has a strong retail presence & distribution network pan India. As on March 31, 2024 the Company had 189 branches in territories Gujarat, Maharashtra, Rajasthan, Madhya Pradesh, Tamil Nadu, Karnataka, Punjab, Haryana, Uttarakhand, Chhattisgarh, Telangana and Delhi NCR. During the year and pursuant to the expansion plans of the Company, the Company opened 2 branches in Gujarat, 1 branches in Maharashtra, 18 branches in Rajasthan, 9 branches in Madhya Pradesh, 3 branches in Karnataka, 3 in Tamil Nadu, 1 in Uttrakhand, 1 in Punjab, 1 in Haryana and 1 in Telangana. At the end of the year, the total branches were 189 and the Company served 12000+ Customer locations.

The Company will thrive to distribute all its financial products efficiently across its potential 12000+ customer locations, which provides huge opportunity of growth and serving the unserved. This vast penetration along with the dictum of "Extending credit where it is due" will create a sustainable, scalable and profitable business for the company in the near future.

PARTNERING WITH REGIONAL NBFCS AND NBFC-MFIS:

Over a decade of our working with this sector, our belief is further strengthened, that financial inclusion in a country like India is a function of efficient last mile delivery of credit, for which a very robust value chain has to be nurtured and developed. NBFCs in special play a pivotal role in this value chain. This business model withstood its credibility and our expectations even during the most trying period during the last year.

Partnering with regional NBFCs and NBFC-MFIs for distribution of various products and providing them the line of credit also remains one of the major business plans. We firmly believe that the players having proximity to the region are the most potential organization in the last mile delivery of credit. We not only fund them but also share with them the domain expertise, which the company possesses through its vintage of more than two decades. We continue to get encouraging response from our entire partner NBFCs and are keen to leverage the relationships for mutual benefits. Currently we have very strong relationships with more than 175 such organizations.

HUMAN RESOURCE MANAGEMENT AT MAS: Human Resource Management plays a pivotal role in realizing the Company's objective. Company believes that employees are the driving force for business growth, branding, and customer satisfaction. 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 emphasizes 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 Human Resource (HR) approach is central to our commitment 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 organizational excellence. The Company consistently strives to provide avenues for professional growth and recognition, while also prioritizing employee training. The training programs are an essential component 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 organization.

The articulation and implementation of the strategies is carried on 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 workforce of 3,130 employees as on March 31, 2024. 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 492 employees are with the organization 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 relentless pursuit of nurturing an enabling human capital, your Company will continue to make concerted efforts to reinforce and fortify this invaluable resource.

The Company is certified as "Great place to Work" January, 2024 - January, 2025 by Great Place to Work - Global Authority on Workplace Culture.

CAPITAL AND LIABILITY MANAGEMENT:

We cannot help but acknowledge the humbling experience it has been. Throughout this period, we have received tremendous respect from investors and lenders across all categories, underscoring the trust they place in our Company. Guided by our steadfast philosophy of "Excellence through Endeavours" we remain resolute in our commitment to maximizing shareholders' value. This unwavering dedication will continue to propel us forward as we embark on new endeavours.

We are delighted to share that the Company could successfully raise the capital of Rs. 500 crores through QIP in June-24 from very marquee and diversed set of investors. The overwhelming response to the QIP is a testimony to the fact that the company's business model and performance is immensely respected. This capital raise alongwith the expected strong internal accruals will strengthen the capital base of the company for its future growth.

The Company continues to pursue an efficient capital management policy, which aims at maximizing the return on capital employed and at the same time adhering to the prudential guidelines laid down by RBI from time to time.

The Company by virtue of its performance over the years enjoys very good relationships with many leading banks and financial institutions. The Company could raise the required resources from various banks and financial institutions comfortably. We anticipate the same response from all our lending partners for the coming years too. The Company anticipates credit lines from few more banks and financial institutions besides the existing ones.

The confidence and respect of bankers towards your Company persist as we serve as their trusted partner in efficiently delivering credit solutions. We deeply appreciate the invaluable support and cooperation extended by investors and consortium member banks, which have played a constructive role in our operations.

CAPITAL ADEQUACY RATIO

As on March 31,2024, the Company's Capital Adequacy Ratio (CAR), stood at 24.05% of the aggregate risk weighted assets on balance sheet and risk adjusted value of the off balance sheet items, which is well above the regulatory minimum of 15%, providing much needed headroom for fund raising for business operations of the Company.

ANNUAL RETURN AS PER SECTION 92 (3) OF COMPANIES ACT 2013

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, 2024 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.

BOARD MEETINGS HELD DURING THE YEAR:

The Company held Eight Board Meetings during the financial year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

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.

COMPANY'S POLICY RELATING TO DIRECTOR'S APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

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 same is https:// mas.co.in/policy.aspx.

Statutory Auditors:

At the 26th Annual General Meeting of the Company held on August 25, 2021, the members had appointed M/s. Mukesh M. Shah & Co., Chartered Accountants (Firm Registration No. 106625W) as Statutory Auditors for a term of three years beginning from the conclusion of the 26th Annual General Meeting till the conclusion of the 29th Annual General Meeting of the Company to be held for the FY 2023-2024, in compliance with the guidelines issued by the RBI for appointment of Statutory Auditors dated April 27, 2021.

Further, tenure of the existing auditors will expire upon the conclusion of the ensuing 29th Annual General Meeting of the Company and the said auditors shall not be eligible for reappointment after the completion of tenure of 3 years in the same Company, pursuant to the guidelines issued by RBI.

Therefore, in compliance with the RBI guidelines and based on the recommendation of the Audit Committee, the Board of Directors in their Meeting held on Wednesday, July 24, 2024 had appointed M/s. Sorab S. Engineer & Co., Chartered Accountants (Firm's Registration No: 110417W), as the Statutory Auditors of the Company with effect from the board meeting wherein the results / limited review report for the quarter ended June 30, 2024 are adopted/approved subject to the approval of members. The Company is confident of benefitting from the indulgence of very senior engagement partners based at Ahmedabad. The resolution for their appointment has been mentioned in the Notice convening the 29th Annual General Meeting.

Secretarial Auditors:

In the Board Meeting held on May 10, 2023, M/s. Ravi Kapoor & Associates, Practising Company Secretaries were appointed as Secretarial Auditor of the Company for the financial year 2023-24.

SECRETARIAL AUDIT REPORT:

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 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024, 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.

(i) By the Statutory Auditors in his report;

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

(ii) By the Company Secretary in Practice in his Secretarial Audit Report;

I n response observation made in the Secretarial Audit Report for the financial year 2023-24 by the Secretarial Auditors, your Company hereby submits that-

• The Reserve Bank of India (RBI) has imposed penalty of Rs. 5000/- for non updation of CIBIL records within due timelines.

Company's Response:

The Credit record of the Customer was updated by the Company on October 26, 2023. However, due to error in the data processed by the Credit Bureau, the said records were not updated within due timelines. This delay has led the customer to file a complaint with the RBI ombudsman. The RBI has instructed the Company to compensate the customer with Rs. 5,000/-. The Company paid the compensation to the Customer.

• The fine of Rs. 10,000/- + GST imposed by BSE Limited in the violation of Regulation 42(2)/42(3)/ 42(4)/42(5) non-compliance with ensuring the prescribed time gap between two record dates/ book closure dates.

Company's Response:

The Company had set 2 record dates for the declaration of Interim Dividend and for declaration of Bonus shares in accordance with all applicable acts. However, on Monday, January 22, 2024 owing to the consecration of the Ram Mandir in Ayodhya the Company had received email from BSE & NSE to change the record date & confirmed to the company that this will not amount to any violation. In spite, the email confirmation the Company had received email from BSE Ltd. on March 15, 2024 the violation under regulation 42. The Company had made necessary application the same is under process and is due to be considered in ensuing waiver committee meeting.

• The fine of Rs. 10,000/- + GST imposed by BSE Limited in the violation of Regulation 60(2) of SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015) - Delay in submission of the notice of Record Date.

Company's Response:

The Company had issued the Debt Securities under the ISIN INE348L08108 in 2 tranches towards which the listing approval for the later tranche was received on December 21, 2023. The first interest payment due date of Tranche 1 + Tranche 2 was December 31, 2023 which was however paid on January 1,2024 (December 31,2023 being Sunday) and record date for the same was December 24, 2023 as mentioned in term sheet, placement memorandum and other relevant documents submitted for the listing wherein we were of the opinion that the required information is to be submitted post listing approval of both the tranches under same ISIN as the interest amount payable was on the cumulative amount issued under both tranches. We have informed the exchange immediately after receiving listing approval on December 21, 2023 under Regulation 60. Further, we have shared email on Mon 01/01/2024 07:24 PM for clarifying the amount mentioned for both the tranches. The Company had made necessary application for the waiver; the same is under process and is due to be considered in ensuing waiver committee meeting.

FRAUDS REPORTED BY THE AUDITOR

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.

(6) OF SECTION 149:

The Company has received declarations from Mr. Bala Bhaskaran, Mr. Chetan Shah, Mr. Umesh Shah, Mrs. Daksha Shah and Mr. Narayanan Sadanandan, 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').

All Independent Directors of your Company are registered with 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.

(1) AND (3) OF SECTION 178 OF THE COMPANIES ACT, 2013:

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

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.

PARTICULARS CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188:

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. The Audit Committee reviews all Related Party Transaction on 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.

The board has approved a policy for related party transactions 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.

AMOUNT, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES:

During the year under review Rs. 49.55 crore were transferred to statutory reserve under Section 45 IC of RBI Act, 1934.

DIVIDEND:

The Company had paid an Interim Dividend of Rs. 3/- (Rupees Three only) per share on 5,46,62,043 Equity Shares of Rs. 10/- fully paid up (30%) aggregating to Rs. 16,39,86,129/- (Rupees Sixteen Crore Thirty Nine Lakh Eighty Six Thousand One Hundred Twenty Nine), during the financial year 2023-24. The same was declared by Board of Directors in their meeting held on January 10, 2024. The said dividend was paid on January 31,2024.

Your Directors are pleased to recommend a Final Dividend of Rs. 0.51/- (Rupees Zero decimal Five One Paise Only) per Equity Share on 18,14,53,377 Equity Shares of Rs. 10/- fully paid up (5.10%) aggregating to Rs. 9,25,41,222.27/- (Rupees Nine Crore Twenty Five Lakh Forty One Thousand Two Hundred Twenty Two and Two Seven Paisa Only) for the Financial year 2023-24, 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, September 04, 2024 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 2023-24. 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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

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.

• Conservation of Energy and T echnology Absorption:

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.

RISK MANAGEMENT

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 1.51% of Asset under Management as on March 31, 2024.

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 capitalization, 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.

Corporate Social Responsibility (CSR):

Our commitment to Corporate Social Responsibility (CSR) reflects our dedication to creating a positive impact on society and the environment. This year, we have continued to enhance our CSR efforts, focusing on key areas that align with our values and support our community, environmental sustainability, and ethical practices.

Your Company remains steadfast in its commitment to responsibly address the evolving needs of the communities in which it operates, recognizing 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 have actively engaged with communities through various programs and initiatives:

"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 underprivileged communities.

The Company has also facilitated the family of martyrs in the event of the Independence Day. Further, the Company installed Ultra Sound Machines at the Indian Army - Military Hospital, Ahmedabad.

As part of its robust Corporate Social Responsibility (CSR) initiatives, your Company recognized 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 organizing 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, the Company demonstrated its commitment to social welfare and contributed to the well-being of communities in need. We recognize the importance of supporting not only people but also animals that play a vital role in agricultural communities. This 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.

Education is widely regarded as a stepping stone for enhancing the quality of life, particularly for underprivileged individuals. Recognizing 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 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 enabling them to concentrate on their studies. The Company'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 prioritized, 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.

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.

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 2023-2024 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.

FORMAL ANNUAL EVALUATION OF THE PERFORMACE OF THE BOARD, COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS:

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 inputs received from the Directors, covering various aspects of 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.

Criteria adopted for evaluation:

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.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

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

PARTICULARS OF EMPLOYEES:

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

THE CHANGE IN NATURE OF BUSINESS:

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

DISCLOSURE ABOUT RECEIPT OF ANY COMMISSION BY THE MANAGING DIRECTOR / WHOLE-TIME DIRECTOR FROM A COMPANY:

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

PUBLIC DEPOSITS:

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, 2024.

1. AUTHORISED SHARE CAPITAL:

The Authorised Share Capital as on March 31,2024 was Rs. 200,00,00,000-/ (Rupees Two Hundred Crores only) divided into 20,00,00,000 (Twenty Crores) Equity Shares of Rs. 10/-(Rupees Ten Only) each.

During the year, the Authorised share capital of the Company has been increased from Rs. 112,00,00,000/- (Rupees One Hundred and Twelve Crores Only) divided into 11,20,00,000/ (Eleven Crores and Twenty Lakh) Equity Shares of Rs. 10/ (Rupees Ten Only) each to Rs. 200,00,00,000/- (Rupees Two Hundred Crores Only) divided into 20,00,00,000/- (Twenty Crores) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

During the year, the existing Authorized Share Capital of the Company comprising of Rs. 112,00,00,000/- (Rupees One Hundred and Twelve Crores Only) divided into 6,40,00,000/- (Six Crores and Forty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each, 400 (Four Hundred) - 9.75% Compulsorily Convertible Cumulative Preference Shares of Rs. 1,00,000/- (Rupees One Lakh Only) each, 2,20,00,000 (Two Crore Twenty Lakh) 0.01% Compulsorily Convertible Cumulative Preference Shares of Rs. 10/- (Rupees Ten Only) each and 2,20,00,000 (Two Crore Twenty Lakh) - 13.31% Compulsorily Convertible Cumulative Preference Shares of Rs. 10/- (Rupees Ten Only) each was reclassified into Rs. 112,00,00,000/- (Rupees One Hundred and Twelve Crores Only) divided into 11,20,00,000/- (Eleven Crores and Twenty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

2. PAID UP SHARE CAPITAL:

The Paid Up Share Capital of the Company as on March 31, 2024 was Rs. 1,63,98,61,290/- (Rupees One Hundred and Sixty Three Crores Ninety Eight Lakh Sixty One Thousand Two Hundred and Ninety only) divided into 16,39,86,129 (Sixteen Crore Thirty Nine Lakh Eighty Six Thousand One Hundred and Twenty Nine) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

During the year, the Company had issued and allotted 10,93,24,086 (Ten Crore Ninety Three Lakh Twenty Four Thousand and Eighty Six) fully paid up Equity Shares of Rs. 10/- each as Bonus Equity Shares in the ratio of 2:1 on February 24, 2024 and hence the paid up equity capital increased from 5,46,62,043 Equity Shares of Rs. 10/- each to 16,39,86,129 Equity Shares of Rs. 10/- each.

DEBENTURES:

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 Rs. 1,00,00,000 (Indian Rupees One Crore) aggregating to Rs. 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 Rs. 10,00,000 (Indian Rupees Ten Lakh) each and an aggregate face value of Rs. 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. 500 (Five Hundred) rated, listed, redeemable, senior, secured, non-convertible debentures denominated in Indian Rupees ("'"), each having a face value of Rs. 10,00,000 (Indian Rupees Ten Lakh) and an aggregate face value of Rs. 50,00,00,000 (Indian Rupees Fifty Crore) ("Debentures") bearing ISIN INE348L07126 at the rate of 8.93% (Eight Decimal nine three percentage)p.a. were issued on June 22, 2022.

4. 250 (Two Hundred and Fifty) unlisted, subordinated, unsecured, redeemable, non-convertible debentures denominated in Indian Rupees ("'"), each having a face value of Rs. 10,00,000 (Indian Rupees Ten Lakh) and an aggregate face value of Rs. 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.

5. 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 Rs. 10,00,000 (Indian Rupees Ten Lakh) and an aggregate face value of Rs. 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) were issued on December 01, 2022.

6. 3500 (Thirty Five Hundred) unlisted, subordinated, unsecured, redeemable, non-convertible debentures denominated in Indian Rupees ("'"), each having a face value of Rs. 1,00,000 (Indian Rupees One Lakh) and an aggregate face value of Rs. 35,00,00,000 (Indian Rupees Thirty Fifty Crore) ("Debentures") bearing ISIN INE348L08074 at the rate of 10.75% (Ten Decimal Seventy Five percentage) p.a. were issued on December 21, 2022.

7. 5000 (Five Thousand) listed, subordinated, unsecured, redeemable, non-convertible debentures denominated in Indian Rupees ("'"), each having a face value of Rs. 1.00. 000 (Indian Rupees One Lakh) and an aggregate face value of Rs. 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.

8. 5000 (Five Thousand) listed, subordinated, unsecured, redeemable, non-convertible debentures denominated in Indian Rupees ("'"), each having a face value of Rs. 1.00. 000 (Indian Rupees One Lakh) and an aggregate face value of Rs. 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.

Over the course of the reviewed timeframe, the following NonConvertible Debenture of the Company was redeemed:

1. 1000 (One Thousand) Rated, Senior, Secured, Listed,

Transferable, Redeemable, Principal Protected Market Linked Non-Convertible Debentures ("NCD") of face value of Rs. 10,00,000 (Indian Rupees Ten Lakh only) each aggregating to Rs. 100,00,00,000 (Indian Rupees One Hundred Crore only) bearing ISIN INE348L07092 at the rate of 8.50% p.a.

2. 1000 (one thousand) rated, senior, secured, listed, transferable, redeemable, principal protected market linked non-convertible debentures ("NCD") of face value of Rs. 10,00,000 (Indian Rupees Ten Lakh) each aggregating to Rs. 100,00,00,000 (Indian Rupees One Hundred Crore) bearing ISIN INE348L07118 at the rate of 8.60% p.a.

3. 10000 Rated, Senior, Secured, Listed, Transferable, Redeemable, Principal Protected Market Linked NonConvertible Debentures ("NCDs") of face value of Rs. 1.00. 000/- (Rupees One Lakh Only) each aggregating to Rs. 100,00,00,000/- (Rupees One Hundred Crores) bearing ISIN INE348L07084 at the rate of 8.50% p.a.

4. 1000 Rated, Senior, Secured, Listed, Transferable, Redeemable, Principal Protected Market Linked NonConvertible Debentures ("NCD") of face value of Rs. 10.00. 000/- (Rupees Ten Lakhs Only) each aggregating to Rs. 100,00,00,000/- (Rupees One Hundred Crore) bearing ISIN INE348L07100 at the rate of 8.50% p.a.

5. 1000 (One Thousand) rated, senior, secured, listed, transferable, redeemable, principal protected market linked non-convertible debentures ("NCD") of face value of Rs. 10,00,000 (Indian Rupees Ten Lakh) each aggregating to Rs. 100,00,00,000 (Indian Rupees One Hundred Crore) ("Debentures") bearing ISIN INE348L07134 at the rate of 8.60% p.a.

During the period under the review, the following NonConvertible Debenture of the Company was issued:

1. 10,000 (Ten Thousand) secured, listed, rated, unsubordinated, redeemable, transferable, nonconvertible debentures having a face value of '

1.00. 000/- (Indian Rupees One Lakh only) each, for cash, aggregating up to Rs. 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) (Currently the rate is 9.75% (nine point seven five percent) payable on a quarterly basis) were issued on September 28, 2023.

2. 2500 (Two-thousand Five Hundred) rated, listed, subordinated, unsecured, redeemable, taxable, transferable, non-convertible debentures denominated in Indian Rupees ("'"), having a face value of Rs. 1,00,000 (Indian Rupees One Lakh) each and an aggregate face value of Rs. 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 8, 2023 (Tranche-1).

3. 2500 (Two-thousand Five Hundred) rated, listed, subordinated, unsecured, redeemable, taxable, transferable, non-convertible debentures denominated in Indian Rupees ("'"), having a face value of Rs. 1,00,000 (Indian Rupees One Lakh) each and an aggregate face value of Rs. 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).

4. 10,000 (Ten thousand) rated, listed, senior, secured, redeemable, taxable, transferable, non-convertible debentures denominated in Indian Rupees ("'"), having a face value of Rs. 1,00,000 (Indian Rupees One Lakh) each and an aggregate face value of Rs. 100,00,00,000 (Indian Rupees Hundered Crore) including a green shoe option of up to Rs. 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.

5. 12,500 (Twelve Thousand and Five Hundred) senior, secured, listed, rated, taxable, redeemable, transferable, non-convertible debentures having a face value of Rs. 1,00,000/- (Indian Rupees One Lakh only) each and aggregate face value up to Rs. 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.

6. 20,000 (Twenty thousand) rated, listed, senior, secured, redeemable, transferable, taxable, non-convertible debentures denominated in Indian Rupees ("'"), each having a face value of Rs. 1,00,000 (Indian Rupees One Lakh) and an aggregate face value of Rs. 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.

STATUTORY COMPLIANCE:

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.

COMPLIANCE WITH SECRETARIAL STANDARDS:

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

MATERIAL ORDER PASSED BY REGULATORS / COURTS / TRIBUNALS:

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.

ADEQUACY OF INTERNAL FINANCIAL CONTROL

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 Head of internal auditor and M/s. VSSB & Associates, Chartered Accountants as a Third party Internal Auditor of the Company pursuant to provisions of Section 138 of the Companies Act, 2013 in order to ensure proper internal financial control.

INSURANCE:

The assets of your Company have been adequately insured. Further, company has taken D&O Insurance for Directors & KMP

Appointment of Mr. Narayanan Sadanandan (DIN: 07263104) as an Independent Director

On recommendation of Nomination and Remuneration Committee, the Board has appointed Mr. Narayanan Sadanandan (DIN: 07263104) as an Independent Director of the Company for a period of five consecutive years effective from June 21, 2023. The same has been approved by the members vide special resolution passed at their meeting held on July 26, 2023.

Re-appointment of Mr. Kamlesh C. Gandhi (DIN: 00044852) as the Managing Director of the Company.

On recommendation of Nomination and Remuneration Committee, the Board has re-appointed Mr. Kamlesh C. Gandhi (DIN: 00044852) as the Managing Director of the Company for a period of five years effective from April 01, 2024 due to expiry of his earlier term on March 31, 2024. The same has been approved by the members vide special resolution passed at their meeting held on July 26, 2023.

Re-appointment of Ms. Darshana Pandya (DIN: 07610402) as the Whole-time Director of the Company.

On recommendation of Nomination and Remuneration Committee, the Board had re-appointed Mr. Darshana S. Pandya (DIN: 07610402) as the Whole-time Director of the Company for a period of five years effective from July 31, 2024 upon expiry of her existing term on June 30, 2024. The same has been approved by the members vide special resolution passed at their meeting held on February 09, 2024.

Retirement of Mr. Bala Bhaskaran (DIN: 00393346) and Mr. Chetan Shah (DIN: 02213542) as the Independent Directors of the Company.

On account of completion of second term of five consecutive years as terms of appointment, Mr. Bala Bhaskaran (DIN: 00393346) and Mr. Chetan Shah (DIN: 02213542) ceased to be Non-Executive Independent Directors of the Company with effect from close of business hours on March 31, 2024. The Board places on record its sincere appreciation for the valuable contribution made by them during their long tenure as Independent Directors 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) Mrs. Darshana Pandya (DIN: 07610402) Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible to offers herself for reappointment.

The Board of Directors in its meeting held on April 24, 2024 on the recommendations of the Nomination and Remuneration Committee (NRC), further recommends to the members of the Company for re-appointment of Mrs. Darshana Pandya (DIN: 07610402), as the Director of the Company.

Necessary resolution for the appointment of the aforesaid directors and their detailed profiles have been included in the notice convening the 29th AGM and details of the proposal for appointment are mentioned in the explanatory statement of the notice.

Your directors recommend her appointment.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of section 164 & 165 of the Companies Act, 2013. Mr. Ravi Kapoor of M/s. Ravi Kapoor & Associates has issued a certificate as required under the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) 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 companies by SEBI / Ministry of Corporate Affairs or any such statutory authority. A certificate to this effect has been enclosed with this report.

B. KMPs

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

Ratio of remuneration of each director to the calculation of median employee's remuneration and other prescribed details

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.

REPORTS ON MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE:

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".

SEXUAL HARASSMENTOF WOMEN ATWORKPLACE:

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 institutionalized 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.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:

The Audit Committee consists of the following members as on March 31, 2024:

Ms. Riddhi Bhaveshbhai Bhayani, Company Secretary & Chief Compliance Officer acts as the Secretary to the Audit Committee.

However, due to tenure completion of Mr. Bala Bhaskaran and Mr. Chetan Shah, Independent Directors of the Company with effect from close of business hours on March 31, 2024, the Board of Directors in their meeting held on January 24, 2024 has re-constituted the Audit Committee as follows effective from April 1, 2024:

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: 5

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. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of 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.

DISCLOSURES PURSUANT TO RBI MASTER DIRECTION:

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.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY 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".

CREDIT RATING:

We are pleased to announce that CARE Ratings Limited ('CARE') has upgraded Company's Long Term Bank Facilities and Non-Convertible Debentures rating to 'CARE AA- (Outlook: Stable) from the previous rating of 'CARE A+ (Outlook: Positive)'.

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.

During the year, the rating agencies reaffirmed/issued/ upgraded ratings of various facilities to the Company, as under:

DISCLOSURE FOR MAINTENANCE OF COST RECORDS:

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.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

During the year under review, the Company has not made 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.

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 DURING THE FINANCIAL YEAR: It is Not Applicable to the Company, during the financial year.

ACKNOWLEDGEMENT

The Board of Directors wishes to express 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. The Board also extends its sincere appreciation to all individuals who have placed their trust in the Company and its management. It is with deep gratitude that we acknowledge the loyalty and confidence of over one million customers across all the areas where we operate, as they have provided us with the opportunity to serve them.

Collaborating with various NBFC-MFIs, NBFCs, and HFCs has been an inspiring experience, serving as a catalyst for their sustainability and growth. The Company looks forward to fostering even stronger synergies in the future, continuing to build mutually beneficial partnerships.

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