Your directors have pleasure in presenting the Fortieth (40^th) Annual Report on the business,
operations and state of affairs of the Company together with the Standalone and Consolidated
Audited Financial Statements for the financial year ended March 31, 2025:

1. COMPANY OVERVIEW

Mukesh Babu Financial Services Limited was initially incorporated as M/s. Embee Finance
and Consultancy Private Limited on February 27, 1985. The company officially changed its
name to Mukesh Babu Financial Services Limited on November 07, 1994.

It is registered with the Reserve Bank of India (RBI) as a non-deposit taking Non-Banking
Financial Company (NBFC).

2. FINANCIAL HIGHLIGHTS

The Company’s standalone and consolidated financial performance under review along with
previous year’s figures is given hereunder:

3. PERFORMANCE REVIEW

During the year under review Income
from Operations has decreased from
? 1,67,896 Thousands to ? 89,351
Thousands (decrease of 46.78%) and
Profit after Tax has decreased from
? 59,107 Thousands to ? 22,344
thousand (decrease of 62.20%).

4. TRANSFER TO RESERVE

A sum of ? 4,469 Thousands has been
transferred to Statutory Reserve during
the year. Your Company does not
propose to transfer any amount to
General Reserve out of the amounts
available for appropriation and an
amount of ? 9,184 Thousands is
proposed to be retained in the Profit &
Loss account.

5. SHARE CAPITAL

The Paid-up Equity Share Capital of the
Company as on March 31, 2025 is
? 69,675 Thousand. During the year
under review, the Company has neither
issued any shares with differential
voting rights nor granted any stock
options nor any sweat equity.

The Company’s equity share capital is
listed on BSE Limited. The shares are
actively traded on BSE and have not
been suspended from trading.

6. DIVIDEND

The Board of Directors has
recommended a dividend of ? 1.20
(Rupee One and Twenty Paise Only)
per equity share on face value of ?10/-
(Rupees Ten each) i.e.12% for the
financial year ended March 31, 2025.

The payment of dividend subject to
approval of Members at the forthcoming
Annual General Meeting (AGM), would
result in a Dividend outflow of
? 8,365 Thousands.

Pursuant to the amendments introduced
by the Finance Act, 2020 the Company
will be required to withhold taxes at the
prescribed rates on the dividend paid to
its shareholders w.e.f. April 01, 2020.
No tax will be deducted on payment of
dividend to the resident individual
shareholders if the total dividend paid
does not exceed ?5,000/-.

The withholding tax rate would vary
depending on the residential status of
the shareholder and documents
registered with the Company.

Dividend will be paid to those Members
whose names appear in the Register of
Members as on September 02, 2025.

7. SCALE BASED REGULATIONS

Reserve Bank of India issued a circular
on “Scale Based Regulation (SBR): A
Revised Regulatory Framework for
NBFCs” on 22 October 2021 (‘SBR
Framework’). As per the framework,
based on size, activity, and risk
perceived, NBFCs are categorised into
four layers, NBFC - Base Layer
('NBFC-BL'), NBFC - Middle Layer
('NBFC-ML'), NBFC - Upper Layer
('NBFC-UL') and NBFC - Top Layer
('NBFC-TL'). The Company has been
categorized as a Base Layer NBFC
(NBFC-BL).

8. INDIAN ACCOUNTING

STANDARD (IND AS):

In the preparation of the financial
statements, the Company has followed
the Accounting Standards referred to in
Section 133 of the Companies Act,
2013. The significant accounting
policies which are consistently applied
are set out in the Notes to the Financial
Statements.

The financial statements of the
Company are prepared in compliance
with the Companies Act, 2013 and
“Indian Accounting Standard (Ind AS).
In accordance with the Companies
(Indian Accounting Standards), Rules,
2015 of the Companies Act, 2013, the
Company has been following the Indian
Accounting Standards (Ind AS) for
preparation of its financial statements
from April 01, 2019. Significant

accounting policies used for the
preparation of the financial statements
are disclosed in the notes to the financial
statements.

9. PERFORMANCE OF SUBSIDIARY
COMPANIES

During the year under review the
Company has only one subsidiary -
Mukesh Babu Securities Limited (CIN:
U67120MH1994PLC076455) and the
Highlights of the financial performance
during Financial Year 2024-25 are as
follows:

As on March 31, 2025, the Authorised
& Paid-up Share Capital of the
Subsidiary Company is ?50,000
Thousand Only. There is net loss of
? 17,226 Thousand in the Company for
the year ended March 31, 2025 against
net loss of ? 365 Thousand in the
previous year.

Accounts of Subsidiary:

The Consolidated Financial Statements
of the Company are prepared in
accordance with the provisions of
Section 129(3) of the Companies Act,
2013 and as per the applicable
Accounting Standards issued by the
Institute of Chartered Accountants of
India.

Pursuant to proviso (b) to Section
136(1) of the Companies Act, 2013, a
copy of the Audited Financial
statements for the year ended March 31,
2025 along with the Reports of the
Board of Directors and the Auditors of
the Company’s subsidiary- Mukesh
Babu Securities Limited shall be
furnished to any shareholder on
demand.

These are also available for inspection
at the Registered Office of the Company
and are also being posted on the
Company’s website

https://mbfsl.com/annual-reports/.

10. CONSOLIDATED FINANCIAL
STATEMENTS

As required under Regulation 33 of the
Securities and Exchange Board of India
(Listing Obligations and Disclosure
Requirements) Regulations, 2015,
(“SEBI Listing Regulations”) and
applicable provisions of Companies
Act, 2013 (“the Act”), the Consolidated
Financial Statements of the Company
have been prepared in accordance with
the applicable Accounting Standards
and forms part of the Annual Report.

Pursuant to Section 129(3) of the
Companies Act, 2013 read with Rule 5
of The Companies (Accounts) Rules,
2014, Statement containing salient
features of the Financial Statements of
subsidiary is annexed to this report as
Annexure -A.

11. MATERIAL CHANGES AND

COMMITMENT IF ANY
AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
THAT OCCURRED BETWEEN
THE END OF THE FINANCIAL
YEAR TO WHICH THIS
FINANCIAL STATEMENTS

RELATE AND THE DATE OF THE
REPORT

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

12. PUBLIC DEPOSITS

No disclosure is required for the year
under review since the Company has
neither accepted nor renewed any
deposits within the meaning of Section
73 and 74 of the Companies Act, 2013
read with the Companies (Acceptance of
Deposits) Rules 2014.

13. PARTICULARS OF LOANS,
GUARANTEES OR INVESTMENTS

The provisions of Section 186 of the
Companies Act, 2013 pertaining to
investment and lending activities is not
applicable to the Company since the
Company is a Non- Banking Financial
Company registered with the Reserve
Bank of India. The details of loan given,
investments made and guarantees and
security provided during the financial
year are furnished in the Notes to the
financial statements.

14. PARTICULARS OF CONTRACTS
OR ARRANGEMENTS MADE
WITH RELATED PARTIES

All the related party
transactions/contracts/arrangements
entered by the Company during the
financial year were on an arms’ length
basis and were carried out in the
ordinary course of business.

All related party transactions were
placed before the Audit Committee for
their approval. Prior omnibus approval
of the Audit Committee was obtained
for the transactions which were of
repetitive nature. The transactions
entered into pursuant to the omnibus
and specific approvals are reviewed
periodically by the Audit Committee.

There were no materially significant
related party transactions made by the
Company during the year under
consideration with the Promoters,
Directors or Key Managerial Personnel
which have a potential conflict with the
interest of the Company at large.

In accordance with the Regulation 23 of
SEBI (Listing Obligations and
Disclosure Requirements) Regulations,
2015 the Company has formulated a
Policy on Materiality of Related Party
Transactions and a Policy on dealing
with Related Party Transactions. The
Policy is available on the Company’s
Website at https://mbfsl.com/corporate-
governance-policies/.

During the year, the Company had not
entered into any contract / arrangement /
transaction with related parties which
could be considered material in
accordance with the policy of the
Company on Materiality of Related
Party Transactions.

The Company has made full disclosure
of transactions with the related parties
as set out in Note 34 of Standalone
Financial Statements, forming part of
the Annual Report.

There were no materially significant
related party transactions which could
have potential conflict with interest of
the Company at large.

The particulars as required under
Section 188 of the Companies Act, 2013
are furnished in Form AOC-2 which is
annexed as Annexure - B to this report.

15. CORPORATE SOCIAL

RESPONSIBILITY (CSR)

Pursuant to Section 135 of the
Companies Act, 2013 read with the
Companies (Corporate Social
Responsibility Policy) Rules, 2014 the
CSR provisions were applicable to our
Company in the financial year 2024-25,
wherein the Company made a
contribution towards CSR amounting to
? 2,00,000/-. The CSR initiatives

undertaken by the Company were mainly
focused on providing education
especially among children, women,
elderly and the differently-abled;
eradicating hunger, poverty and
malnutrition; promoting health care.

The CSR Report on the activities
undertaken during the year is provided
as Annexure-C to this report.

16. INTERNAL FINANCIAL

CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has in place adequate
internal financial controls with reference
to financial statements. The Company’s
internal control system is designed to
ensure operational efficiency, protection
and conservation of resources, accuracy
and promptness in financial reporting
and compliance with the laws and
regulations.

18. WHISTLE BLOWER POLICY /
VIGIL MECHANISM

As required under Regulation 22 of the
Securities Exchange Board of India
(Listing Obligations and Disclosure
Requirements) Regulations, 2015, the
Company has an effective Whistle
Blower Policy to deal with the instances
of fraud and mismanagement. The
details of the policy are enumerated in
the Corporate Governance Report.

The policy is available on the
Company’s website at

The Company has an internal control
system, commensurate with the size of
its operations and nature of its business
activities and is supported by an internal
audit process. M/s. V. R. Pandya & Co.,
Chartered Accountants, the Internal
Auditor of the Company monitors and
evaluates the efficacy and adequacy of
its internal control system, its
compliance with operating systems,
accounting procedures and policies of
the Company.

17. RISK MANAGEMENT

Risk management is an integral part of
the Company’s business strategy that
seeks to minimise adverse impact on
business objectives and capitalise on
opportunities.

The Company being a Non- Banking
Financial Company is regulated by
Reserve Bank of India (RBI) and the
Board of Directors of the Company has
constituted the Committee to frame,
implement and monitor the Risk
Management Policy of the Company.

The Committee is responsible for
reviewing the risk management plan and
ensuring its efficiency. The policy is
available on the Company’s website at
https://mbfsl.com/corporate-
governance-policies/.

https://mbfsl.com/corporategovernance-
policies/. The policy provides for
adequate safeguard against the
victimization of the 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 functioning of Vigil Mechanism is
overseen by the Audit Committee.
There was no instance of denial of
access to the Audit Committee.

19. DISCLOSURE UNDER THE
SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company has in place a Policy on
Prevention of Sexual Harassment in line
with the requirements of the Sexual
Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal)
Act, 2013. The Company has voluntarily
set up an Internal Complaints

20. DISCLOSURE UNDER

MATERNITY BENEFIT ACT 1961

The Company continues to comply with
the provisions of the Maternity Benefit
Act, 1961, as amended, ensuring that all
eligible women employees are entitled
to maternity leave and related benefits as
mandated by law. During the financial
year under review, there were no

21. DIRECTORS AND KEY

MANAGERIAL PERSONNEL

(KMP)

(a) Board of Directors:

There is change in the constitution of the
Board of Directors of the Company
during the year under review. The brief
profile of the Directors as on March 31,
2025 is as below:

Mr. Mukesh C. Babu,

Chairman and Managing Director

As Chairman and Managing Director,
Mr. Mukesh C. Babu exemplifies
leadership by actively guiding the
company with a steadfast commitment
to consensus-building and democratic
processes. With a tenure dating back to
the company's inception, he brings over

Committee to redress the complaints
received regarding sexual harassment.
All employees (permanent, contractual,
temporary, trainees) are covered under
this policy. There have been no
complaints filed or cases reported during
the financial year ended March 31,
2025. The policy is available on the
Company’s website at

https://mbfsl.com/corporate-governance-
policies/.

instances of maternity leave availed by
any employee. The Company remains
committed to maintaining a workplace
that supports the health and well-being
of its employees and upholds all
applicable statutory requirements.

40 years of extensive expertise in
Capital Markets, Stocks & Shares,
Investment Banking, and Merchant
Banking.

Mrs. Meena Mukesh Babu,
Non-Executive Director

She is one of the Promoters of the
Company and has been appointed as the
Non-Executive Non-Independent

Director of the Company with effect
from 29^th May, 2018. She is also the
Managing Director of Mukesh Babu
Securities Limited, Company's
Subsidiary since 1997 and has extensive
expertise and experience of over 3

Mr. Bhavesh Doshi,

Independent Director

With over 3 decades of experience in the
capital markets and investment, he
offers a keen and insightful perspective
on the Indian economy and

Mr. Chetan M. Tamboli

Independent Director

Chairman of SRC and CSR Committee

Mr. Chetan M. Tamboli is a Commerce
graduate with an MBA from the USA.
As the Chairman and Managing Director
of Steelcast Limited, he brings over 35
years of experience to his role. He is
actively involved on the boards of
various private and public companies
and has held several distinguished
positions, including:

• Chairman of the Board of Governors
at Government Engineering College,
Bhavnagar, Gujarat

• Chairman of the CII Western
Regional Council for 2014-15

• Chairman of the Institute
Management Committee at ITI,
Ghogha (Bhavnagar, Gujarat)

His expertise encompasses strategy,
policy-making, and overall management,
with a strong emphasis on strategic
management, finance, general
management, production, marketing,
and corporate laws.

decades in the field of Stocks & Shares,
Investment Banking and Merchant
Banking.

She is a member of the Nomination &
Remuneration Committee and Corporate
Social Responsibility Committee.

macroeconomic conditions across
industries. He serves as an Independent
Director on the Company’s Board.

Mr. Mayank Soti
Independent Director
Chairman of Nomination &
Remuneration Committee

Mr. Mayank Soti holds a Bachelor of
Commerce degree and has completed
the Company Secretary course. He is
presently associated with Bridge Fintech
Private Limited (Finzy) as Chief
Strategy Officer. His last notable
positions include Senior Executive Vice
President and COO at ECL Finance Ltd
(part of the Edelweiss Group) and Head
of CSD Enterprise at Tata Teleservices
Limited. With over 2 decades of cross¬
cultural and global experience, he
specializes in business strategy and
planning, credit and risk management,
and general management. His expertise
encompasses business planning and
operations, strategy formulation,
business origination, and overall credit,
risk, and operational management.

Mr. Subhash Dave
Independent Director
Chairman of Audit Committee

Mr. Subhash Dave holds a Bachelor’s
degree in Commerce and is a Practicing
Chartered Accountant. With over four
decades of extensive experience in
finance and strategic management, he
has held several key leadership roles,
including Executive Director (Finance)
at Gujarat State Petroleum Corporation
Ltd., and Director (Commercial) at M/s
Sabarmati Gas Limited (SGL) on a full¬
time basis, among other notable

(b) Appointment of Directors:

Based on the recommendation of the
Nomination and Remuneration
Committee, the Board of Directors of
the Company in their meeting held on
August 09, 2024 and Shareholders in
AGM held on September 27, 2024 has
appointed Mr. Chetan Tamboli,
Mr. Subhash Dave and Mr. Mayank Soti
as the directors of the Company under
the category of Independent Director.

(c) Resignation/Retirement of director

Mr. Manish Kumar Shah (DIN:
00233238) has resigned from his
position as Independent Director of the
Company, effective August 20, 2024, for
personal reasons.

Also, the second tenure of Independent
Directors, Mr. Pankaj Majithia and
Mr. Vijay Vora got over on September
29, 2024.

The Board acknowledges and
appreciates their contributions during
their tenure.

positions. He has successfully overseen
large-scale financial operations, raised
substantial funds, and implemented
critical systems such as SAP. His
expertise includes corporate finance,
resource mobilization, credit appraisal,
and strategic planning, consistently
driving significant growth and efficiency
in his roles.

(d) Retirement by rotation:

In terms of the provisions of Section
152(6) of the Companies Act, 2013,
Mrs. Meena Mukesh Babu (DIN:
00799732) retires by rotation at the
forthcoming Annual General Meeting
and being eligible offers herself for re¬
appointment. The Board recommends
her re-appointment.

(e) Key Managerial Personnel:

Pursuant to the provisions of Section
203 of the Act read with the rules made
there under, the following employees are
the whole time key managerial
personnel of the Company:

1. Mr. Mukesh Babu - Managing
Director

2. Mr. Mahesh Thakar- Chief
Financial Officer

3. Ms. Nupur Chaturvedi - Company
Secretary, Group Head-Legal &
Compliance & Compliance Officer

22. BOARD AND COMMITTEES

During the year ended March 31, 2025,
four (4) Board meetings were held and
the gap between two consecutive Board
Meetings did not exceed 120 days and at
least one meeting was held in each
quarter.

23. INDEPENDENT DIRECTORS

(a) Declaration from Independent
Directors

The Board has received declaration from
all the Independent Directors of the
Company confirming that they meet the
criteria of independence as prescribed
both under the Companies Act, 2013
and SEBI (Listing Obligations and
Disclosure Requirements) Regulations,
2015 and have their names registered in
the Independent Director’s Databank.

(b) Criteria for Performance Evaluation

Nomination and Remuneration
Committee has laid down various
criteria for performance evaluation of
Independent Directors which, inter-alia,
includes preparedness and attendance at
the meetings, understanding of
Company’s operations and business and
contribution at Board Meetings through
which the Board satisfy itself with
regard to integrity, expertise and
experience (including the proficiency) of
the independent directors appointed in
the Company.

24. EVALUATION OF THE
PERFORMANCE OF THE BOARD,
ITS COMMITTEES & INDIVIDUAL
DIRECTORS

Pursuant to the provisions of Section
178(2) of the Companies Act, 2013 read
with Clause VIII of Schedule IV to the

The details of the constitution and
meetings of the Board and its
Committees held during the year are
provided in the Corporate Governance
Report which forms part of this Annual
Report.

(c) Details of Familiarization Programme

Pursuant to Regulation 25(7) of the
SEBI (Listing Obligations and
Disclosure Requirements) Regulations,
2015, every Independent Director on the
Board is familiarized by the Executive
Directors/ Senior Managerial Personnel
about the Company’s strategy,
operations, organization structure,
human resources, quality, finance and
risk management at each Board Meeting
before taking up the agenda items for
discussion.

Further, at the time of appointment of an
independent director, the Company
issues a formal letter of appointment
outlining his/ her role, functions, duties
and responsibilities as a director. The
terms and conditions of letter of
appointment is available on the

Company’s website at

https://mbfsl.com/corporate-governance-
policies/.

Companies Act, 2013 and the

requirements laid down under Schedule
II on Corporate Governance of the SEBI
(Listing Obligations and Disclosure
Requirements) Regulations, 2015; the
Nomination and Remuneration
Committee has framed Policy for
evaluation of performance of the Board,
its committees and individual Directors

The Policy inter alia provides the
criteria for evaluation of performance
such as Board effectiveness, quality of
discussion, contribution at the meetings,
business acumen, strategic thinking and
relationship with the stakeholders,
corporate governance practices,
contribution of the Committees to the
Board in discharging its functions, etc.

During the year under review, a meeting
of Independent Directors was held on
May 23, 2024 to carry out annual
evaluation of the performance of the
Board, its committees and of individual
directors. The manner in which the
evaluation was carried out has been
explained in the Corporate Governance
Report.

25. POLICY ON DIRECTORS’

APPOINTMENT AND

REMUNERATION INCLUDING
CRITERIA FOR DETERMINING
QUALIFICATIONS, POSITIVE
ATTRIBUTES, INDEPENDENCE
OF A DIRECTOR AND OTHER
MATTERS PROVIDED UNDER
SECTION 178 OF THE
COMPANIES ACT, 2013

Pursuant to the provisions of Section
178 of the Companies Act, 2013 read
with the SEBI (Listing Obligations and
Disclosure Requirements) Regulations,
2015 the Company has formulated a
Nomination & Remuneration Policy on
director’s appointment and remuneration
criteria for determining qualifications,
positive attributes, independence of a
director and other matters provided
under sub-section (3) of section 178.
The Nomination & Remuneration Policy
of the Company is available on the
Company’s website:

https://mbfsl.com/corporate-governance-
policies/.

26. POLICIES OF THE COMPANY

The Company is determined to maintain
a good corporate governance practice

and has a robust system for smooth and
effective functioning of the Board.
Various policies have been framed by
the Board of Directors as required under
the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure
Requirements) Regulations, 2015 in
order to follow a uniform system of
procedures. These policies are
periodically reviewed and updated by
the Board of Directors of the Company
from time to time.

Following is some of the major policies
adopted by the Company:

1. Code for Insider Trading Policy

2. Nomination & Remuneration Policy

3. Policy for determination of Material
Subsidiary

4. Policy on materiality of Related
Party Transactions

5. Policy on dealing with Related
Party Transactions

6. Whistle Blower Policy

7. Document Retention and Archival
Policy

8. Code for Directors and Senior
Managerial Personnel

9. Policy on evaluation of Directors

10. Policy on prevention of Sexual
Harassment of Women at
Workplace

The aforementioned policies are
available on the website of the Company
and can be accessed at
https://mbfsl.com/corporate-governance-
policies/.

27. DIRECTORS RESPONSIBILITY
STATEMENT

In accordance with the provisions of
Section 134(5) of the Companies Act,
2013, your Directors to the best of their
ability & knowledge hereby confirm
that-

(a) in the preparation of the annual
accounts for the year ended March
31, 2025, the applicable accounting
standards have been followed from

time to time and no material
departures have been made from the
same;

(b) they have selected such accounting
policies and applied them
consistently and made judgments and
estimates that are reasonable and
prudent so as to give a true and fair
view of the state of affairs of the
Company as at March 31, 2025 and
of the profit and loss of the Company
for that period;

(c) they had taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance
with the provisions of the Companies
Act, 2013 for safeguarding the assets
of the Company and for preventing
and detecting fraud and other
irregularities;

(d) they have prepared the annual
accounts on a going concern basis;

(e) they, have laid down internal
financial controls to be followed by
the Company and that they are
adequate and are operating
effectively and

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

28. SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE
REGULATORS OR COURTS

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

29. AUDITORS AND AUDITORS’
REPORT

Statutory Auditors

At the 37 ^th Annual General Meeting of
the Company held on September 28
2022, the members of the Company
have appointed M/s. Chaitanya C. Dalal
& Co., Chartered Accountants
(FRN.101632W) as the Statutory
Auditors of the Company for a term of
period of 5 (five) years up to the
conclusion of 42^nd Annual General
Meeting to be held in financial year
2026-2027 without the requirement of
further ratification by the members.

The Auditors Report annexed to the
Financial Statements does not contain
any qualification, reservation or adverse
remark or disclaimer.

Reporting of Frauds by Statutory
Auditors

The Statutory Auditors of the Company
have not reported any instances of fraud
in the Company during the year under
review as specified under the Section
143(12) of the Companies Act, 2013.

Secretarial Auditors

Pursuant to the provisions of Section
204 of the Companies Act, 2013 read
with the Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014, the Board of Directors in
its meeting held on May 23, 2024
appointed CS V. V. Chakradeo of M/s.
V. V. Chakradeo & Co., Practicing
Company Secretaries (FCS: 3382/ COP:
1705) to carry out the audit of secretarial
records of the Company for the financial
year 2024-25. Further he is proposed to
be appointed as the Secretarial Auditor
for a term of 5 years at the forthcoming
Annual General Meeting.

The Secretarial Audit Report of the
Company and its material unlisted
subsidiary Mukesh Babu Securities
Limited is annexed to this report as
Annexure - D. The Secretarial Audit
Report does not contain any
qualification, reservation or adverse
remark or disclaimer.

As required under the Regulation 24A of
SEBI (Listing Obligations and
Disclosure & Requirements)
Regulations, 2015, the Secretarial
Compliance Report of Mukesh Babu
Financial Services Limited and its
material unlisted subsidiary Mukesh
Babu Securities Limited for the financial
year ended March 31, 2025 is provided
as Annexure - E.

Internal Auditors

As per provisions of Section 138 of the
Companies Act, 2013, every Listed
Company is required to appoint an
Internal Auditor to conduct internal
audit of the functions and activities of
the company. The Board of Directors,
based on the recommendation of the
Audit Committee, had approved the
appointment of M/s. V. R. Pandya &
Co., Chartered Accountants, Mumbai
(Firm Registration No.107333W), as the
Internal Auditors of the Company for
the financial year ended on March 31,
2025 to conduct the internal audit of the
activities of the Company.

30. SECRETARIAL STANDARDS

The Directors state that the Company
has duly followed applicable Secretarial
Standards, i.e. SS-1 and SS-2, relating to
‘Meetings of the Board of Directors’ and
‘General Meetings’ respectively. The
Secretarial Auditor in his Secretarial
Audit report confirms the same.

31. ANNUAL RETURN

In compliance with section 134(3)(a),
the annual return referred to in sub¬
section (3) of section 92 has been placed
on the website of the Company at
https://mbfsl.com/annual-reports/.

32. COST RECORDS AND COST
AUDIT

Maintenance of Cost Records and
requirement of Cost Audit as prescribed
under the provisions of Section 148(1)
of the Companies Act, 2013, is not
applicable to our Company.

33. PARTICULARS OF EMPLOYEES
& RELATED DISCLOSURES

Pursuant to Section 197(12) of the
Companies Act, 2013, read with Rule
5(1) of the Companies (Appointment
and Remuneration of Managerial
Personnel) Rules, 2014 in respect of
employees of the Company, a Statement
showing names & other particulars of
the employees are provided under
Annexure - F to this report.

During the year under review, the
Company does not have any employee
who is drawing remuneration of
?1,02,00,000/- per annum or
?8,50,000/- per month as stipulated in
the Act and the rules made thereunder.
Hence, there are no disclosures required
under Rule 5(2) and 5(3) of the
Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014.

34. CORPORATE GOVERNANCE

In compliance with Regulations 17 to
27 and 34 read with Schedule V of
SEBI (Listing Obligations and
Disclosure & Requirements)
Regulations, 2015, as applicable, the
Corporate Governance Report is given
in Annexure - G and forms part of the
Annual Report. Auditors' Certificate on

Corporate Governance from Statutory
Auditors of the Company is annexed in
Annexure - H.

The Certificate on Compliance with
Code of Conduct duly signed by the
Managing Director of the Company for
the year ended March 31, 2025

regarding compliance by the Board
members and senior management
personnel with Company’s Code of
Conduct is covered thereto.

35. SUCCESSION PLANNING

The Company has in place a succession
planning framework to address
anticipated, as well as unscheduled
changes in leadership. The plan is
revisited, re-evaluated, and updated
every year.

36. CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS
AND OUTGO

The particulars regarding Conservation
of Energy and Technology Absorption
are not furnished since the Company is
not a manufacturing entity.

During the financial year under review,
the Company did not have any foreign
exchange earnings and outgo.

37. MANAGEMENT DISCUSSIONS
AND ANALYSIS REPORT

The Management Discussion and
Analysis annexed to this Report as
Annexure - I, forms the integral part of
this report and covers, amongst other
matters, the performance of the
Company during the financial year
under review as well as the future
prospects.

38. OTHER DISCLOSURES

The Company does not have any scheme
or provision of money for the purchase

of or subscription to its own shares by
the employees/ Directors or by trustees
for the benefit of the employees/
Directors.

39. ANNUAL REPORTS

The Company has published the
statutory disclosures in the print version
of the Annual Report along with the
Notice of the AGM. Electronic copies of
the Annual Report 2024-25 and Notice
of the 40^th Annual General Meeting are
being sent through electronic mode to all
members whose email addresses are
registered with the Company /
Depository Participant(s). For members
who have not registered their email
addresses, the Company has been
exempted under the General Circular
No.14/2020 dated April 8, 2020,

General Circular No. 17/2020 dated
April 13, 2020, General Circular No. 02/

2020 dated May 5, 2020 and General
Circular No. 02/2021 dated January 13,

2021 and General Circular No. 02/ 2022

dated May 5, 2022, General Circular No.
10/2022 dated December 28, 2022,
General Circular No. 09/2023 dated
September 25, 2023 and General

Circular No. 09/2024 dated September
19, 2024 (the “MCA Circulars”) for any
physical delivery of AGM Notice and
Annual Report of the Company.

However as per SEBI Circular dated
May 13, 2022, the Company shall send
the physical copy of the Annual Reports
to all the Shareholders who have
registered their request for the same.

Members may note that the Notice and
Annual Report 2024-25 will also be
available on the Company’s website
https://mbfsl.com/annual-reports/and
website of the Stock Exchange, i.e. BSE
Limited atwww.bseindia.com.

40. MANAGING DIRECTOR & CHIEF

FINANCIAL OFFICER

CERTIFICATE

The Certificate from Mr. Mukesh Babu,
Managing Director and Mr. Mahesh
Thakar, Chief Financial Officer with
regard to the financial statements and
other matters as stated in the
Compliance Certificate has been
furnished, mandated under the Part B
under the Schedule II on Corporate
Governance under the Securities and
Exchange Board of India (Listing
Obligations and Disclosure
Requirements) Regulations, 2015, in
Annexure - J.

41. CERTIFICATION ABOUT

DIRECTORS

None of the directors of the Company
has been debarred or disqualified from
being appointed or continuing as
directors by Securities and Exchange
Board of India/Ministry of Corporate
Affairs or any such authority. A
Certificate to this effect, duly signed by
a Practicing Company Secretary is
appended to this Report in Annexure -
K.

42. PROCEEDINGS PENDING UNDER
THE INSOLVENCY AND
BANKCRUPTCY CODE, 2016:

Neither any application has been made
nor is any proceeding pending under the
IBC, 2016.

43. DIFFERENCE IN VALUATION:

The company has not made any one¬
time settlement against the loans
obtained from Banks and Financial
Institution during the financial year.

44. ACKNOWLEDGEMENTS

The Board of Directors wish to place on
record their gratitude for the valuable
guidance and continued support
extended by the Securities Exchange
Board of India, Reserve Bank of India,
Bombay Stock Exchange, Ministry of
Corporate Affairs, other government
authorities, Banks and other
stakeholders. Your directors would also
like to take this opportunity to express
their appreciation for the dedicated
efforts of the employees of the
Company.

For and on behalf of the Board of Directors of
MUKESH BABU FINANCIAL SERVICES LIMITED

Mukesh Babu Meena Babu

Managing Director Director

DIN: 00224300 DIN: 00799732

Date: July 30, 2025
Place: Mumbai