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

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

BUSINESS PERFORMANCE:

In terms of consolidated basis:

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

In terms of Standalone basis:

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

over the previous year's PAT of ' 247.75 Crore. The Earnings
per share is ' 17.23 (Previous year's ' 15.11)

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 recognise a vast market
opportunity across all its product lines for efficient last mile
credit delivery, particularly for NBFCs and other financial

institutions with strong growth ambitions. Our strategic
approach on a multi-product and multi-locational strategy
provides a distinct advantage in risk management and
scalability. This allows us to cater effectively to a diverse
customer base while minimising risks and maximising
operational efficiency. The advent of digitisation, coupled
with the Company's commitment to it, will serve as a strong
catalyst for not only better operational efficiencies but also
high quality customer services.

Our primary focus centers on serving the lower and middle-
income segments, which are key drivers of the economy. By
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 asset quality
and customer-centricity, we are well-positioned within the
industry. Our dedicated team of professionals consistently
delivers exceptional value and builds long-term relationships
with our clients.

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

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

SMALL AND MEDIUM ENTERPRISE LOAN:

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

As expected working capital loans to the SME continue to
show lot of promise. We are continuously deepening our
understanding in this segment and are committed to add
value to all such small and medium enterprises by extending

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

TWO WHEELER AND COMMERCIAL VEHICLE
FINANCING:

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

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

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

SALARIED PERSONAL LOANS:

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

HOUSING FINANCE:

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

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

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

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

WELL DIVERSIFIED DISTRIBUTION NETWORK:

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

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

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

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

DISTRIBUTION BY PARTNERING WITH REGIONAL
NBFCS AND NBFC-MFIS:

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

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

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

We currently maintain strong, mutually beneficial
relationships with over 200 regional NBFCs and NBFC-MFIs.
The encouraging response and trust from our partners
motivate us to further strengthen these alliances and expand

our reach, driving inclusive growth and creating sustainable
value for all stakeholders involved.

RESOURCES:

HUMAN RESOURCE MANAGEMENT AT MAS:

Human Resource Management is integral to achieving the
Company's strategic objectives. We firmly believe that our
employees are the cornerstone of business growth, brand
reputation, and customer satisfaction. To support this, the
Company has developed a robust HR framework that fosters a
high-performing, inclusive, and supportive work environment.
The Company has established a robust Human Resources
('HR') system that nurtures a high performing, conducive
and inclusive work culture. It is managed by the active
involvement of the promoters along with strategic inputs
from a well-diversified and competent board. It emphasises
on the freedom to express views, competitive pay structure,
performance-based reward system and growth opportunities
and internal job opportunities, critical assignments within
the organisation for career options for the employees. Our
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
organisational excellence. The Company consistently strives
to create avenues for professional growth and recognition,
while also prioritising employee training. The training
programs forms a core part of the Company's comprehensive
skill development initiatives tailored for its workforce.
During the year, several initiatives, such as performance
management systems, Learning & Development system and
Talent Management system were put in place for efficient
and effective organisation.

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

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

Attracting, enabling, promoting and retaining talent have
been the keystone of Human Resource functions at MAS.
We trust with all the above qualities accompanied by the

determination to excel, this team forms a formidable second
line of management at MAS.

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

In recognition of our commitment to creating an exceptional
work environment, MAS has been certified as a "Great Place
to Work" for the period January 2025 to January 2026 by
Great Place to Work®, the global authority on workplace
culture. This recognition marks the same being achieved
consecutively for three years.

CAPITAL AND LIABILITY MANAGEMENT:

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

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

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

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

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

CAPITAL ADEQUACY RATIO

As of March 31, 2025, the Company's Capital Adequacy
Ratio (CAR) stood at a robust 24.72% of aggregate risk-
weighted assets on the balance sheet, including the risk-
adjusted value of off-balance-sheet exposures. This level
significantly exceeds the regulatory minimum requirement of
15%, providing the Company with substantial capital buffer
and ample headroom to support future fund-raising activities
and sustain its expanding business operations with financial
prudence and stability.

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, 2025 is available on
the website of the company i.e. www.mas.co.in and the web
link of the same is https://mas.co.in/annual-return.aspx.

BOARD MEETINGS HELD DURING THE YEAR:

The Company held 07 (Seven) 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) t hey 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 policy is https://
mas.co.in/policy.aspx.

AUDITORS:

Statutory Auditors:

At the 29^th Annual General Meeting held on September 11,
2024, the members had appointed M/s. Sorab S. Engineer
& Co., Chartered Accountants (Firm's Registration No:
110417W), Ahmedabad as Statutory Auditors for a term of
three years beginning from the conclusion of the 29^th AGM
till the conclusion of the 32^nd Annual General Meeting of the
Company.

Secretarial Auditors:

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

Further, in compliance with Regulation 24A of Securities
Exchange Board of India (Listing Obligations & Disclosure
Requirements) Regulations, 2015 ("Listing Regulations") and
Section 204 of the Companies Act, 2013, the Audit Committee
and the Board of Directors at their meeting held on July 23,
2025 respectively have approved and recommended the
appointment of M/s. Ashish Shah & Associates, Practising
Company Secretaries, a peer reviewed firm (COP Number:
4178) as Secretarial Auditors of the Company for a term
of 5 (five) consecutive years commencing from Financial
Year 2025- 2026 till Financial Year 2029-2030, subject to
the approval of the Members at the ensuing Annual General
Meeting of the Company.

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 2024-25. The Secretarial Audit Report for the financial
year ended March 31,2025, is annexed which is forming part
to this report as "Annexure - B".

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

EXPLANATIONS OR COMMENTS BY BOARD
ON EVERY QUALIFICATION, RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE:

(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;

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

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

Board's Response:

A customer lodged a complaint with the Reserve Bank
of India (RBI) regarding the updation of his CIBIL report.
The customer claimed that a loan of ' 20,000 taken from
the Company in the year 2009 was incorrectly reflected
in his CIBIL report, asserting that he had never availed
such a loan from the Company. However, upon review,
the Company's records confirmed that the loan was
indeed disbursed to the customer in his Bank Account.

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

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

• The fine of' 88,000/- GST (' 2,000/- per day per
ISIN) imposed by BSE Limited in the violation of
Regulation 57(1) of SEBI (Listing Obligations and
Disclosure Requirements Regulations, 2015) -
Non-submission of information related to payment
obligation.

Board's Response:

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

• The fine of ' 1,15,000/- GST (' 5,000 per day
GST) imposed by BSE Limited and National
Stock Exchange of India Limited in the violation
of Regulation 17(1) of SEBI (Listing Obligations
and Disclosure Requirements Regulations, 2015) -
Non-compliance with the requirements pertaining
to the composition of the Board

Board's Response:

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

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.

A STATEMENT ON DECLARATION GIVEN BY
INDEPENDENT DIRECTORS UNDER SUB-SECTION
(6) OF SECTION 149:

The Company has received declarations from Mr. Umesh
Shah, Mrs. Daksha Shah, Mr. Narayanan Sadanandan,
Mr. Vishal Vasu and Dr. Barnali Chaklader, Independent
Directors of the Company that they meet with the criteria of
independence as prescribed under Sub-section (6) of Section
149 of the Companies Act, 2013 read with Rule 6 (1) and (3)
of Companies (Appointment and Qualifications of Directors)
Rules, 2014 as amended from time to time and Regulation
16 & 25 Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
('the Listing Regulations').

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.

MATTERS AS PRESCRIBED UNDER SUB-SECTIONS
(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 SUB¬
SECTION (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 ' 61.18 Crores were transferred
to statutory reserve under Section 45 IC of RBI Act, 1934.

DIVIDEND:

The Company had paid an Interim Dividend of ' 1/- (Rupees
One only) per share on 18,14,53,377 Equity Shares of ' 10/-
fully paid up (10%) aggregating to ' 18,14,53,377/- (Rupees
Eighteen Crores Fourteen Lakh Fifty Three Thousand Three
Hundred Seventy Seven), during the financial year 2024¬
25. The same was declared by Board of Directors in their
meeting held on January 29, 2025. The said dividend was
paid on February 12, 2025.

Your Directors are pleased to recommend a Final Dividend of
' 0.70/- (Rupees Zero decimal Seventy Paise Only) per Equity
Share on 18,14,53,377 Equity Shares of ' 10/- fully paid up
(7%) aggregating to ' 12,70,17,363.9/- (Rupees Twelve Crore
Seventy Lakh Seventeen Thousand Three Hundred Sixty
Three and Nine Paisa Only) for the Financial year 2024-25,
subject to the approval of members in the ensuing Annual
General Meeting of the Company. The payment of Final
Dividend shall be paid to those members whose names
appears in the Register of Members of the Company or in
the records of depositories as beneficial owners of Equity
Shares as on Wednesday, August 27, 2025 being the record

date fixed by the Board to identify the shareholders to whom
final dividend to be paid by the Company for the financial
year 2024-25. The payment of final dividend will be subject
to deduction of tax at source as per the applicable rate.

The dividend recommended is in accordance with the criteria
as set out in the Dividend Distribution Policy which has been
approved by the Board of Directors. Pursuant to Regulation
43A of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
the policy is forming part to the report as "Annexure - D". The
weblink for the same is https://www.mas.co.in/policy.aspx.

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, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:

• Conservation of Energy and Technology 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 1.62% of Asset under Management as on March
31,2025.

Pursuant to Regulation 21(5) of Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the regulations of Risk
management committee is applicable to top 1000 listed
entities determined on the basis of market capitalisation, as
at the end of the immediate previous financial year. The Board
of Directors has thus adopted a risk management policy for
the Company which provides identification, assessment and
control of risks which in the opinion of the Board may threaten
the existence of the Company. The Management identifies

and controls risks through a properly defined framework in
terms of the aforesaid policy. The web-link for the same is
https://mas.co.in/policy.aspx

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

Corporate Social Responsibility (CSR):

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

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

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

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

"MAS Shiksha Protsahan" believing in the power of education
and support to transform lives, especially for children in
underprivileged communities. This initiative not only supports
academic growth but also nurtures self-confidence and long¬
term opportunity for youth.

Education is widely regarded as a stepping stone for
elevating the quality of life, particularly for underprivileged
individuals. Recognising this, the Company has identified
bright students who aspire to pursue higher studies but face
financial constraints. We have extended financial support
to help them to achieve their dreams. In our commitment
to societal development, addressing the root causes and

striving for 100% literacy rate, the Company actively invests in
the education of these students. Apart from sponsoring their
fees, we provide school bags, stationery, uniforms, sweaters,
school shoes, and other necessary provisions, relieving
parents and students from the burden of additional costs and
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 prioritised, with the Company stepping
in to provide essential facilities like fans, lights, benches,
computers, construction of play area including swings and
most importantly, constructing sheds to shield students
from heat-related illnesses. The "MAS Shiksha Protsahan"
initiative embodies the ideology of transforming lives through
the continuous generation of knowledge and empowerment.
Accordingly, the Company has allocated funds in accordance
with its policy and prescribed CSR guidelines.

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

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

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

Ensuring Food Security - Distribution of Food Grains -
Recognizing the pressing issue of food insecurity among
economically vulnerable populations, the Company has
undertaken a food grain distribution initiative in the
surrounding areas of Ahmedabad. This initiative is part of
our broader commitment to corporate social responsibility,

focusing on addressing basic human needs and supporting
sustainable community development.

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

One of the distinguishing aspects of our CSR approach is that
all activities, including this food grain distribution initiative,
are carried out directly by the Company rather than merely
transferring funds to third-party NGOs or external agencies.
The Company has established a dedicated CSR department
staffed with committed professionals who personally plan,
implement, monitor, and complete these programs on the
ground.

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

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

The CSR Report for the Financial Year 2024-2025 is annexed
to this report as Annexure-E. The composition of CSR
Committee and the details of the ongoing CSR projects/
programs/activities are included in the CSR report/section.
The CSR Policy is uploaded on the Company's website at the
web link: https://www.mas.co.in/policy.aspx.

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) and 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are
mentioned as per "Annexure - G".

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

THE 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 31,2025.

CAPITAL STRUCTURE:

1. AUTHORISED SHARE CAPITAL:

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

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

2. PAID UP SHARE CAPITAL:

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

During the year, the Company had issued and allotted
1,74,67,248 (One Crore Seventy Four Lakh Sixty Seven
Thousand Two Hundred and Forty Eight) fully paid
up Equity Shares of ' 10/- each at a price of ' 286.25
per Equity Share, including a premium of ' 276.25 per
Equity Share by issuing Equity shares through Qualified
Institutions Placement on June 21, 2024 and hence
the paid up equity capital increased from 16,39,86,129
Equity Shares of ' 10/- each to 18,14,53,377 Equity
Shares of ' 10/- each.

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 ' 1,00,00,000 (Indian Rupees
One Crore) aggregating to ' 50,00,00,000 (Indian
Rupees Fifty Crore) ("Debentures" or "NCDs") on a
private placement basis (the "Issue") bearing ISIN
INE348L08041 at the rate of 10.75% (Ten decimal
seven five Percentage) p.a. were issued on October 20,
2021.

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

3. 250 (Two Hundred and Fifty) unlisted, subordinated,
unsecured, redeemable, non-convertible debentures
denominated in Indian Rupees ("'"), each having a
face value of ' 10,00,000 (Indian Rupees Ten Lakh)
and an aggregate face value of ' 25,00,00,000 (Indian
Rupees Twenty Five Crore) ("Debentures") bearing
ISIN INE348L08066 at the rate of 10.75% (Ten
Decimal Seventy Five percentage) p.a. were issued on
September 29, 2022.

4. 3500 (Thirty Five Hundred) unlisted, subordinated,
unsecured, redeemable, non-convertible debentures
denominated in Indian Rupees ("'"), each having a
face value of ' 1,00,000 (Indian Rupees One Lakh)
and an aggregate face value of ' 35,00,00,000 (Indian
Rupees Thirty Fifty Crores) ("Debentures") bearing
ISIN INE348L08074 at the rate of 10.75% (Ten Decimal
Seventy Five percentage) p.a. were issued on December
21,2022.

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

1.00. 000 (Indian Rupees One Lakh) and an aggregate
face value of ' 50,00,00,000 (Indian Rupees Fifty Crore)
("Debentures") bearing ISIN INE348L08082 at the rate
of 10.75% (Ten Decimal Seventy Five percentage) p.a.
were issued on March 10, 2023.

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

1.00. 000 (Indian Rupees One Lakh) and an aggregate
face value of ' 50,00,00,000 (Indian Rupees Fifty Crore)
("Debentures") bearing ISIN INE348L08090 at the rate
of 10.75% (Ten Decimal Seventy Five percentage) p.a.
were issued on March 27, 2023.

7. 2500 (Two-thousand Five Hundred) rated, listed,

subordinated, unsecured, redeemable, taxable,

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

8. 2500 (Two-thousand Five Hundred) rated, listed,

subordinated, unsecured, redeemable, taxable,

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

9. 10,000 (Ten Thousand) secured, listed, rated,
unsubordinated, redeemable, transferable, non¬
convertible debentures having a face value of '

1.00. 000/- (Indian Rupees One Lakh only) each, for cash,
aggregating up to ' 100,00,00,000/- (Indian Rupees
One Hundred Crores Only) bearing ISIN INE348L07159
at the rate of Aggregate sum of (a) Benchmark Rate;
plus (b) the applicable Spread) Current rate is 8.04%
(eight decimal zero four percent) payable on a quarterly
basis) were issued on September 28, 2023.

10. 10,000 (Ten thousand) rated, listed, senior, secured,
redeemable, taxable, transferable, non-convertible
debentures denominated in Indian Rupees ("'"), having
a face value of ' 1,00,000 (Indian Rupees One Lakh)
each and an aggregate face value of ' 100,00,00,000
(Indian Rupees One Hundred Crore) including a green
shoe option of up to ' 50,00,00,000 (Indian Rupees Fifty
Crore) bearing ISIN INE348L07167 at the rate of 8.60%
(eight decimal six zero percent) p.a. were issued on
January 16, 2024.

11. 12,500 (Twelve Thousand and Five Hundred) senior,
secured, listed, rated, taxable, redeemable, transferable,
non-convertible debentures having a face value of
' 1,00,000/- (Indian Rupees One Lakh only) each and
aggregate face value up to ' 125,00,00,000/- (Indian
Rupees One Hundred and Twenty-Five Crores Only)
bearing ISIN INE348L07175 at the rate of 9.75% (initial)
(nine decimal seven five percent) p.a. were issued on
February 21,2024.

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

Over the course of the reviewed timeframe, the following

Non-Convertible Debenture of the Company was redeemed:

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

10.00. 000 (Indian Rupees Ten Lakh) and an aggregate
face value of ' 50,00,00,000 (Indian Rupees Fifty
Crores) ("Debentures") bearing ISIN INE348L07126 at
the rate of 8.93% (Eight Decimal nine three percentage)
p.a.

2. 1000 (One Thousand) rated, senior, secured, listed,
transferable, redeemable, principal protected market
linked non-convertible debentures denominated in
Indian Rupees ("'"), each having a face value of '

10.00. 000 (Indian Rupees Ten Lakh) and an aggregate
face value of ' 100,00,00,000 (Indian Rupees Hundred

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

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

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

2. 10,000 (Ten thousand) rated, listed, senior, secured,
redeemable, transferable, taxable, non-convertible
debentures denominated in Indian Rupees ("'"), having
a face value of ' 1,00,000 (Indian Rupees One Lakh)
each and an aggregate face value of ' 100,00,00,000
(Indian Rupees One Hundred Crore) including a green
shoe option of up to ' 50,00,00,000 (Indian Rupees Fifty
Crore) bearing ISIN INE348L07209 at the rate of 9.57%
(nine decimal five seven percent) p.a. were issued on
June 21,2024.

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

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

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

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

6. 35,000 (Thirty Five Thousand) rated, listed, senior,
secured, redeemable, transferable, taxable, non¬
convertible debentures denominated in Indian Rupees
("'"), each having a face value of ' 10,000 (Indian
Rupees Ten Thousand) and an aggregate face value of
' 35,00,00,000 (Indian Rupees Thirty Five Crore) (Series

I) bearing ISIN INE348L07258 at the rate of 9.40%
(nine decimal four zero percent) p.a. were issued on
December 23, 2024.

7. 65,000 (Sixty Five Thousand) rated, listed, senior,
secured, redeemable, transferable, taxable, non¬
convertible debentures denominated in Indian Rupees
("'"), each having a face value of ' 10,000 (Indian
Rupees Ten Thousand) and an aggregate face value of
' 65,00,00,000 (Indian Rupees Sixty Five Crore) (Series

II) bearing ISIN INE348L07241 at the rate of 9.60% (nine
decimal six zero percent) p.a. were issued on December
23, 2024.

8. 7,500 (Seven Thousand and Five Hundred) rated, listed,
senior, secured, redeemable, transferable, taxable,
non-convertible debentures denominated in Indian
Rupees ("'"), each having a face value of ' 1,00,000
(Indian Rupees One Lakh) and an aggregate face
value of ' 75,00,00,000 (Indian Rupees Seventy Five
Crore) bearing ISIN INE348L07266 at the rate of 9.75%
(nine decimal seven five percent) p.a. were issued on
December 30, 2024.

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

10. 60,000 (Sixty Thousand) rated, listed, senior, secured,
redeemable, transferable, taxable, non-convertible
debentures denominated in Indian Rupees ("'"), each
having a face value of ' 10,000 (Indian Rupees Ten
Thousand) and an aggregate face value of ' 60,00,00,000
(Indian Rupees Sixty Crore) bearing ISIN INE348L07241
at the rate of 9.60% (nine decimal six zero percent) p.a.
were issued on February 13, 2025 reissuance under the
same ISIN.

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

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

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 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

DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMP):

Appointments & Cessation/Retirement

Appointment of Mr. Vishal Vasu (DIN: 02460597) as an

Independent Director

On recommendation of Nomination and Remuneration
Committee, the Board has appointed Mr. Vishal Vasu (DIN:
02460597) as an Independent Director of the Company for a
period of five consecutive years effective from April 24, 2024.
The same has been approved by the members vide special
resolution passed through postal ballot by way of remote
e-voting on July 19, 2024 and the result of the same was
declared on July 20, 2024.

Regularisation of Mr. Dhvanil Gandhi (DIN: 10562922) as a
Director

On recommendation of Nomination and Remuneration
Committee, the Board has appointed Mr. Dhvanil Gandhi
(DIN: 10562922) as an Additional Director of the Company
belonging to the category of Promoter effective from August
14, 2024. His appointment was confirmed and approved by
the members vide ordinary resolution passed at the Annual
General Meeting held on September 11,2024.

Appointment of Mr. Dhvanil Gandhi (DIN: 10562922) as a
Whole-Time Director

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

Appointment of Dr. Barnali Chaklader (DIN: 10970760) as an
Independent Woman Director

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

Retirement of Mrs. Daksha Shah (DIN: 00376899) as an
Independent Woman Director of the Company.

On account of completion of second term of five consecutive
years as terms of appointment, Mrs. Daksha Shah (DIN:
00376899) ceased to be Non-Executive Independent

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

A. Directors liable to retire by rotation

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

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

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

Your directors recommend his appointment.

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 Proprietor 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 Company
by SEBI / Ministry of Corporate Affairs or any such
statutory authority. A certificate to this effect has been
enclosed with Corporate Governance Report.

B. KMPs

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

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 HARASSMENT OF WOMEN AT
WORKPLACE:

Your Company is committed for creating and maintaining a
secure work environment where its employees can work in an
atmosphere free of harassment, exploitation and intimidation.
To foster a positive workplace environment, free from
harassment of any nature to empower women and protect
them against sexual harassment, and as per the requirement
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act")
and Rules made thereunder, we have institutionalised the
Anti-Sexual Harassment Initiative (ASHI) framework, through
which we address complaints of sexual harassment at the all
workplaces of the Company. Our policy assures discretion
and guarantees non-retaliation to complainants. We follow
a gender-neutral approach in handling complaints of sexual
harassment and we are compliant with the law of the land
where we operate.

We have also constituted a Special Complaints Committee
to consider and address sexual harassment complaints
in accordance with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013. During the year under review, there were no incidences
of sexual harassment reported. Details of complaints of
sexual harassment as prescribed under rule 8(5)(x) of the
Companies (Accounts) Rules, 2014 are as follows:

COMPLIANCE WITH MATERNITY BENEFIT ACT
1961

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

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

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

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

DISCLOSURE OF COMPOSITION OF AUDIT
COMMITTEE AND PROVIDING VIGIL MECHANISM:

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

1. Mr. Umesh Shah - Chairman

(Independent Director)

2. Mrs. Darshana Pandya - Member

(Whole-time Director & CEO)

3. Mr. Narayanan Sadanandan - Member

(Independent Director)

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

The composition and scope of Audit committee inter alia
meets with the requirement of Section 177 of the Companies
Act, 2013 and in accordance with Regulation 18 of Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

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

In Compliance with the provisions of Companies Act, 2013
and Regulation 22 of Listing Regulations, the Company
has established a vigil mechanism and overseas through
the Committee, the genuine concerns about unethical
behavior expressed by the employees and other Directors.
The Company has also provided adequate safeguards against
victimisation of employees and Directors who express their
concerns. The Company has also provided direct access to
the Chairman of the Audit Committee on reporting issues
concerning the interests of employees and the Company.
The board has approved a policy for vigil mechanism which
has been hosted on the website of the Company. The web-
link for the same is https://www.mas.co.in/policy.aspx.

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 Acuite Ratings and
Research has upgraded Company's Bank Loan Ratings and
Non-Convertible Debentures rating to 'Acuite AA; Stable' from
the previous rating of 'Acuite AA-; Stable''.

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

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

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 extends their heartfelt gratitude to
the Reserve Bank of India and other regulatory authorities
for their invaluable guidance and cooperation. Their support
has been instrumental in enabling the Company to operate
effectively within the regulatory framework. We also extend

our heartfelt appreciation to all those who have placed their
trust in the Company and its management. We are deeply
grateful to our loyal customer base, which now exceeds one
million across the diverse regions we serve. Their confidence
and continued patronage provide us with the privilege and
motivation to consistently deliver quality financial services.

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

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

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

Best Wishes,

For and on behalf of the Board of Directors of
MAS FINANCIAL SERVICES LIMITED

Kamlesh C. Gandhi Darshana Pandya

Chairman and Managing Director Whole-time Director & CEO

(DIN: 00044852) (DIN: 07610402)

Place: Ahmedabad
Date : July 23, 2025