Directors Report of Mas Financial Services Ltd.

Mar 31, 2025

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:

Particulars	Standalone		Consolidated
	Year Ended on 31st March, 2025	Year Ended on 31st March, 2024	Year Ended on 31st March, 2025	Year Ended on 31st March, 2024
Revenue from Operations	1517.19	1221.86	1595.97	1283.87
Other Income	3.26	7.42	4.18	6.52
Total Income	1520.45	1229.28	1600.15	1290.39
Total Expenditure	1110.02	897.86	1179.14	950.72
Profit Before Tax	410.43	331.42	421.01	339.67
Provision for Taxation (Including Current tax, Deferred Tax & Income Tax of earlier Years)	104.50	83.67	107.03	85.66
Net Profit	305.93	247.75	313.98	254.01
Profit Brought Forward	845.91	674.61	850.75	679.63
Net Profit after profit attributable to minority shareholders	0	0	(3.60)	(2.96)
Item of other comprehensive income recognised directly in retained earnings - on defined benefit plan	(0.55)	(0.39)	(0.56)	(0.38)
Effect of changes in the Group''s interest	0	0	(1.12)	(2.23)
Profit Available for Appropriation	1,151.29	921.97	1159.45	928.02
APPROPRIATIONS:
Transfer to reserve u/s 45-IC of RBI Act, 1934	(61.18)	(49.55)	(61.19)	(49.55)
Transfer to reserve u/s 29-C of NHB Act, 1987	0	0	(167)	(121)
Final Dividend on equity shares	(9.24)	(10.11)	(9.25)	(10.11)
Interim Dividend on Equity Shares	(18.14)	(16.40)	(18.15)	(16.40)
Dividend distribution tax on Equity Shares	0	0	0	0
Surplus Balance carried to Balance Sheet	1062.73	845.91	1069.19	850.75

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.

Sr. No. Date on which Board Meetings were held		Total Strength of the Board	No. of Directors Present
1	April 24, 2024	5	5
2	June 05, 2024	6	5
3	July 24, 2024	6	6
4	August 14, 2024	6	6
5	October 23, 2024	7	7
6	January 29, 2025	7	6
7	March 04, 2025	7	7

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:

Sr. No.	Particulars	No. of Complaints
1.	Number of complaints of sexual harassment received in the year	Nil
2.	Number of complaints disposed off during the year	Nil
3.	Number of cases pending for more than ninety days	Nil

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

Sr. No.	Date on which Audit Committee Meetings were held	Total Strength of the Committee	No. of Members Present
1	April 24, 2024	4	4
2	May 16, 2024	4	4
3	July 24, 2024	4	4

Sr. No. Date on which Audit Committee Meetings were held		Total Strength of the Committee	No. of Members Present
4	August 14, 2024	4	4
5	October 22, 2024	4	4
6	November 15, 2024	4	4
7	January 29, 2025	4	4
8	March 18, 2025	3	3

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:

Sr. No.	Type of Instrument	Rating
1	Long Term Bank Facilities	ACUITE AA; Stable
2	Commercial Papers	ACUITE A1
3	Non-Convertible Debentures	ACUITE AA; Stable
4	Long Term Bank Facilities	CARE AA-; Stable
5	Commercial Papers	CARE A1
6	Non-Convertible Debentures	CARE AA-; Stable
7	Subordinated Bond	CARE AA-; Stable

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

---

Mar 31, 2024

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

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

(Amount in '' Crore)

Particulars	Standalone		Consolidated
	Year Ended on March 31, 2024	Year Ended on March 31, 2023	Year Ended on March 31, 2024	Year Ended on March 31, 2023
Revenue from Operations	1217.15	936.85	1279.16	978.60
Other Income	7.42	3.00	6.52	2.43
Total Income	1224.57	939.85	1285.68	981.03
Total Expenditure	893.15	675.15	946.01	709.38
Profit Before Tax	331.42	264.70	339.67	271.65
Provision for Taxation (Including Current tax, Deferred Tax & Income Tax of earlier Years)	83.67	63.74	85.66	65.83
Net Profit	247.75	200.96	254.01	205.82
Profit Brought Forward	674.61	533.21	679.63	537.08
Net Profit after profit attributable to minority shareholders	0	0	(2.96)	(2.56)
Item of other comprehensive income recognised directly in retained earnings - on defined benefit plan	(0.39)	0.04	(0.38)	0.05
Effect of changes in the Group''s interest	0	0	(2.28)	0
Profit Available for Appropriation	921.97	734.21	928.02	740.39
APPROPRIATIONS:
Transfer to reserve u/s 45-IC of RBI Act, 1934	(49.55)	(40.19)	(49.55)	(40.19)
Transfer to reserve u/s 29-C of NHB Act, 1987	0	0	(1.21)	(116)
Final Dividend on equity shares	(10.11)	(9.57)	(10.11)	(9.57)
Interim Dividend on Equity Shares	(16.40)	(9.84)	(16.40)	(9.84)
Dividend distribution tax on Equity Shares	0	0	0	0
Surplus Balance carried to Balance Sheet	845.91	674.61	850.75	679.63

BUSINESS PERFORMANCE:

In terms of consolidated basis:

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

In terms of Standalone basis:

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

PROSPECTS AND DEVELOPMENTS:

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

The Company continues to recognize a vast market opportunity across all its product lines for efficient last mile credit delivery, particularly for NBFCs and other financial institutions seeking significant growth prospects. Our strategic approach involves a multi-product and multi-locational strategy, providing a distinct advantage in risk management and scalability. This allows us to cater effectively to a diverse customer base while minimizing risks and maximizing operational efficiency. The advent of digitization and the company''s focus on the same will be a strong catalyst for not only better operational efficiencies but also high quality customer services.

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

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

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

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

SMALL AND MEDIUM ENTERPRISE LOAN:

They are very rightly reckoned as the key drivers of the economy given their substantial contribution in terms of employment generation, exports and the overall contribution to the GDP. The small and medium enterprises are in continuous need of funds to propel their growth. Currently there exists a huge credit gap creating opportunities on large scale to extend various types of financial facilities to the sector.

As expected working capital loans to the SME continue to show lot of promise. We are in the continuous process of understanding the segment and are keen to add value to all such small and medium enterprises by extending the most efficient financial services. The increase in the digital foot prints of such enterprises facilitates objective assessment of their working capital needs thereby increasing the possibilities of more credit flow to the sector. In consonance to our policy of building up quality assets, we are confident of creating quality assets in this segment too. The focus remains on states of operation namely Gujarat, Rajasthan, Madhya Pradesh, Maharashtra, Tamil Nadu, Karnataka, Telangana, Chhattisgarh, Punjab, Haryana, Delhi and Uttarakhand.

TWO WHEELER AND COMMERCIAL VEHICLE FINANCING:

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

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

HOUSING FINANCE:

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

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

The Company has 85 branches Pan India as on March 31, 2024. It is worth mentioning that despite of credit worthy customer class, ascertaining the title of the property remains a challenging job. The Company is actively involved with all

the stakeholders to smoothen the process and is assertive in getting the right set of documents.

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

DISTRIBUTION NETWORK:

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

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

PARTNERING WITH REGIONAL NBFCS AND NBFC-MFIS:

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

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

RESOURCES:

HUMAN RESOURCE MANAGEMENT AT MAS: Human Resource Management plays a pivotal role in realizing the Company''s objective. Company believes that employees are the driving force for business growth, branding, and

customer satisfaction. The Company has established a robust Human Resources (''HR'') system that nurtures a high performing, conducive and inclusive work culture. It is managed by the active involvement of the promoters along with strategic inputs from a well-diversified and competent board. It emphasizes on the freedom to express views, competitive pay structure, performance-based reward system and growth opportunities and internal job opportunities, critical assignments within the organisation for career options for the employees. Our Human Resource (HR) approach is central to our commitment to fostering a supportive, inclusive, and high-performance workplace. In alignment with our goals, our HR strategies are designed to attract, develop, and retain top talent, while ensuring compliance, enhancing employee engagement, and supporting our Company''s growth.

In an ever-evolving landscape driven by technology and digital advancements, your Company remains steadfast in its commitment to long-term personnel development, aiming for organizational excellence. The Company consistently strives to provide avenues for professional growth and recognition, while also prioritizing employee training. The training programs are an essential component of the Company''s comprehensive skill development initiatives tailored for its workforce. During the year, several initiatives, such as performance management systems, Learning & Development system and Talent Management system were put in place for efficient and effective organization.

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

The Company has a diverse workforce of 3,130 employees as on March 31, 2024. Moving forward, the Company remains steadfast in its commitment to fostering and developing the most suitable talent in order to effectively accomplish its business objectives. It is worthy to note that out of the total workforce of MAS group 492 employees are with the organization for more than five years.

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

In our relentless pursuit of nurturing an enabling human capital, your Company will continue to make concerted efforts to reinforce and fortify this invaluable resource.

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

CAPITAL AND LIABILITY MANAGEMENT:

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

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

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

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

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

CAPITAL ADEQUACY RATIO

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

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

In pursuance to the provisions of Section 92(3) of the Companies Act, 2013 read with Rules made thereunder and amended time to time, the Annual Return of the Company for the Financial Year ended on March 31, 2024 is available on the website of the company i.e. www.mas.co.in and the web link of the same is https://mas.co.in/annual-return.aspx.

BOARD MEETINGS HELD DURING THE YEAR:

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

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability would like to state that:

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

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

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

d) they had prepared annual accounts on a going concern basis;

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

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

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

The Company''s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished as attached to this

Sr. No.	Date on which Board Meetings were held	Total Strength of the Board	No. of Directors Present
1	April 19, 2023	6	6
2	May 10, 2023	6	6
3	June 21, 2023	6	6
4	August 2, 2023	7	7
5	November 1, 2023	7	7
6	January 10, 2024	7	7
7	January 17, 2024	7	7
8	January 24, 2024	7	7

report. "Annexure - A". The weblink for the same is https:// mas.co.in/policy.aspx.

AUDITORS:

Statutory Auditors:

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

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

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

Secretarial Auditors:

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

SECRETARIAL AUDIT REPORT:

In pursuance to the provisions of Section 204 of the Companies Act, 2013 read with Rules framed thereunder and in compliance of Regulation 24A of Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations") M/s. Ravi Kapoor and Associates, Practising Company Secretaries, had conducted secretarial audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024, is annexed which is forming part to this report as "Annexure - B".

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

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;

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

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

Company''s Response:

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

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

Company''s Response:

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

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

Company''s Response:

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

FRAUDS REPORTED BY THE AUDITOR

During the year under review, no frauds have been reported by the Auditor (Statutory Auditor, Secretarial Auditor) to the Audit Committee / Board, under Section 143(12) of the Companies Act, 2013.

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

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

All Independent Directors of your Company are registered with Indian Institute of Corporate Affairs as per the requirement of Section 149 of the Companies Act, 2013 and rules framed thereunder.

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

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 SUBSECTION (1) OF SECTION 188:

All Contracts / Arrangements / Transactions executed by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis. The Audit Committee reviews all Related Party Transaction on quarterly basis. Particulars of such related party transactions described in Form AOC-2 as required under Section 134 (3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules 2014, which is annexed herewith as ''''Annexure - C".

The related party disclosures as specified under Para A of Schedule V read with Regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 is forming part in Notes to Financial Statements.

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

any Independent Directors with the company during the year under review.

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

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

DIVIDEND:

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

Your Directors are pleased to recommend a Final Dividend of '' 0.51/- (Rupees Zero decimal Five One Paise Only) per Equity Share on 18,14,53,377 Equity Shares of '' 10/- fully paid up (5.10%) aggregating to '' 9,25,41,222.27/- (Rupees Nine Crore Twenty Five Lakh Forty One Thousand Two Hundred Twenty Two and Two Seven Paisa Only) for the Financial year 2023-24, subject to the approval of members in the ensuing Annual General Meeting of the Company. The payment of Final Dividend shall be paid to those members whose names appears in the Register of Members of the Company or in the records of depositories as beneficial owners of Equity Shares as on Wednesday, September 04, 2024 being the record date fixed by the Board to identify the shareholders to whom final dividend to be paid by the Company for the financial year 2023-24. The payment of final dividend will be subject to deduction of tax at source as per the applicable rate.

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

• Conservation of Energy and T echnology Absorption:

Since the Company is operating in service sector, the provisions of Section 134(3)(m) of the Companies Act,

2013 regarding conservation of energy and Technology Absorption are not applicable.

• Foreign Exchange earnings and outgo

The Company has no Foreign Exchange earnings and outgo.

RISK MANAGEMENT

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

Your Company continues to give prime importance to the function of receivables management, as it considers this the ultimate reflection of the correctness of marketing strategy as well as appraisal techniques. The Net stage 3 of the Company is 1.51% of Asset under Management as on March 31, 2024.

Pursuant to Regulation 21(5) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the regulations of Risk management committee is applicable to top 1000 listed entities determined on the basis of market capitalization, as at the end of the immediate previous financial year. The Board of Directors has thus adopted a risk management policy for the Company which provides identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy. The web-link for the same is https://mas.co.in/policy.aspx

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

Corporate Social Responsibility (CSR):

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

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

As a responsible corporate entity, we believe in leveraging our resources to support the community, particularly during challenging times. We have actively engaged with communities through various programs and initiatives:

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

"MAS Shiksha Protsahan" believing in the power of education and support to transform lives, especially for children in underprivileged communities.

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

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

Education is widely regarded as a stepping stone for enhancing the quality of life, particularly for underprivileged individuals. Recognizing this, the Company has identified bright students who aspire to pursue higher studies but face financial constraints. We have extended financial support to help them achieve their dreams. In our commitment to societal development, addressing the root causes and striving for 100% literacy rate, the Company actively invests in the education of these students. Apart from sponsoring their fees, we provide school bags, stationery, uniforms, sweaters, school shoes, and other necessary provisions, relieving parents and students from the burden of additional costs and enabling them to concentrate on their studies. The Company''s management team proactively engages with schools located on the outskirts of Ahmedabad and Gandhinagar to assess the infrastructure provided to students and explore opportunities for further support. Many schools were found to lack basic amenities such as fans, lights, and tables, while students were exposed to scorching heat while having meals provided by the government. Consequently, infrastructure-related projects were prioritized, with the Company stepping

in to provide essential facilities like fans, lights, benches, computers, construction of play area including swings and most importantly, constructing sheds to shield students from heat-related illnesses. The "MAS Shiksha Protsahan" initiative embodies the ideology of transforming lives through the continuous generation of knowledge and empowerment. Accordingly, the Company has allocated funds in accordance with its policy and prescribed CSR guidelines.

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

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

The CSR Report for the Financial Year 2023-2024 is annexed to this report as "Annexure-E". The composition of CSR Committee and the details of the ongoing CSR projects/ programs/activities are included in the CSR report/section. The CSR Policy is uploaded on the Company''s website at the web link: https://www.mas.co.in/policy.aspx.

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

Pursuant to the provisions of 134(3)(p) the Companies Act, 2013 and Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually including Independent Directors as well as the evaluation of the working of its Committees. The evaluation was carried on the basis of structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, level of engagement and participation, Board culture, execution and performance of specific duties, obligations and governance. The Board has expressed their satisfaction with the evaluation process.

In pursuant to Regulation 17(10) of Securities and Exchange Board of India (Listing Obligations and Disclosure

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

(a) Performance of the directors; and

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

Criteria adopted for evaluation:

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

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

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

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

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

(v) On the basis of performance evaluation, it shall be determined by the Nomination and Remuneration Committee and the Board whether to extend or continue the term of appointment of ID subject to all other applicable compliances.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the period under the review, the Company has 2 (two) subsidiary companies i.e. MAS Rural Housing and Mortgage Finance Limited and MASFIN Insurance Broking Private Limited. Pursuant to the provision of Section 129(3) of the Companies Act, 2013, the performance and financial position of Subsidiaries, Associates and Joint Venture Companies are described in Form AOC-1 which is annexed herewith as "Annexure - F".

Further the Company does not have any Joint Venture or Associate Company during the period under the review.

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

PARTICULARS OF EMPLOYEES:

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

THE CHANGE IN NATURE OF BUSINESS:

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

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

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

PUBLIC DEPOSITS:

The Company is Non - deposit taking Non-Banking Financial Company registered with Reserve Bank of India and is prohibited from accepting public deposits and therefore the Company has not accepted any deposits from public during the year under review and there was no public deposit outstanding as on March 31, 2024.

CAPITAL STRUCTURE:

1. AUTHORISED SHARE CAPITAL:

The Authorised Share Capital as on March 31,2024 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, the Authorised share capital of the Company has been increased from '' 112,00,00,000/-(Rupees One Hundred and Twelve Crores Only) divided into 11,20,00,000/ (Eleven Crores and Twenty Lakh) Equity Shares of '' 10/ (Rupees Ten Only) each to ''

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

of '' 10/- (Rupees Ten Only) each and 2,20,00,000 (Two Crore Twenty Lakh) - 13.31% Compulsorily Convertible Cumulative Preference Shares of '' 10/- (Rupees Ten Only) each was reclassified into '' 112,00,00,000/-(Rupees One Hundred and Twelve Crores Only) divided into 11,20,00,000/- (Eleven Crores and Twenty Lakh) Equity Shares of '' 10/- (Rupees Ten Only) each.

2. PAID UP SHARE CAPITAL:

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

During the year, the Company had issued and allotted 10,93,24,086 (Ten Crore Ninety Three Lakh Twenty Four Thousand and Eighty Six) fully paid up Equity Shares of '' 10/- each as Bonus Equity Shares in the ratio of 2:1 on February 24, 2024 and hence the paid up equity capital increased from 5,46,62,043 Equity Shares of '' 10/- each to 16,39,86,129 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. 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 Crore) ("Debentures") bearing ISIN INE348L07126 at the rate of 8.93% (Eight Decimal nine three percentage)p.a. were issued on June 22, 2022.

4. 250 (Two Hundred and Fifty) unlisted, subordinated, unsecured, redeemable, non-convertible debentures

denominated in Indian Rupees ("''"), each having a face value of '' 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.

5. 1000 (One Thousand) rated, senior, secured, listed, transferable, redeemable, principal protected market linked non-convertible debentures denominated in Indian Rupees ("''"), each having a face value of '' 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) were issued on December 01, 2022.

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

7. 5000 (Five Thousand) listed, subordinated, unsecured, redeemable, non-convertible debentures denominated in Indian Rupees ("''"), each having a face value of ''

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.

8. 5000 (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.

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

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

Transferable, Redeemable, Principal Protected Market Linked Non-Convertible Debentures ("NCD") of face value of '' 10,00,000 (Indian Rupees Ten Lakh only) each

aggregating to '' 100,00,00,000 (Indian Rupees One Hundred Crore only) bearing ISIN INE348L07092 at the rate of 8.50% p.a.

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

3. 10000 Rated, Senior, Secured, Listed, Transferable, Redeemable, Principal Protected Market Linked NonConvertible Debentures ("NCDs") of face value of ''

1.00. 000/- (Rupees One Lakh Only) each aggregating to '' 100,00,00,000/- (Rupees One Hundred Crores) bearing ISIN INE348L07084 at the rate of 8.50% p.a.

4. 1000 Rated, Senior, Secured, Listed, Transferable, Redeemable, Principal Protected Market Linked NonConvertible Debentures ("NCD") of face value of ''

10.00. 000/- (Rupees Ten Lakhs Only) each aggregating to '' 100,00,00,000/- (Rupees One Hundred Crore) bearing ISIN INE348L07100 at the rate of 8.50% p.a.

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

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

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

1.00. 000/- (Indian Rupees One Lakh only) each, for cash, aggregating up to '' 100,00,00,000/- (Indian Rupees One Hundred Crores Only) bearing ISIN INE348L07159 at the rate of Aggregate sum of (a) Benchmark Rate; plus (b) the applicable Spread) (Currently the rate is 9.75% (nine point seven five percent) payable on a quarterly basis) were issued on September 28, 2023.

2. 2500 (Two-thousand Five Hundred) rated, listed,

subordinated, unsecured, redeemable, taxable,

transferable, non-convertible debentures denominated in Indian Rupees ("''"), having a face value of '' 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 8, 2023 (Tranche-1).

3. 2500 (Two-thousand Five Hundred) rated, listed,

subordinated, unsecured, redeemable, taxable,

transferable, non-convertible debentures denominated in Indian Rupees ("''"), having a face value of '' 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).

4. 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 Hundered 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.

5. 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.

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

STATUTORY COMPLIANCE:

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

COMPLIANCE WITH SECRETARIAL STANDARDS:

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

MATERIAL ORDER PASSED BY REGULATORS / COURTS / TRIBUNALS:

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

ADEQUACY OF INTERNAL FINANCIAL CONTROL

Internal Financial Control remains an important component to foster confidence in a company''s financial reporting, and ultimately, streamlining the process to adopt best practices. In pursuance to provisions of Section 134(5)(e) of the Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 your Company has in place adequate internal controls with reference to financial statements and are operating effectively. The Company has devised proper system of internal financial control which is commensurate with size and nature of Business. The Board has appointed Ms. Deepika Agarwal as the Head of internal auditor and M/s. VSSB & Associates, Chartered Accountants as a Third party Internal Auditor of the Company pursuant to provisions of Section 138 of the Companies Act, 2013 in order to ensure proper internal financial control.

INSURANCE:

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Appointments & Cessation/Retirement

Appointment of Mr. Narayanan Sadanandan (DIN: 07263104)

as an Independent Director

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

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

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

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

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

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

On account of completion of second term of five consecutive years as terms of appointment, Mr. Bala Bhaskaran (DIN: 00393346) and Mr. Chetan Shah (DIN: 02213542) ceased to be Non-Executive Independent Directors of the Company with effect from close of business hours on March 31, 2024. The Board places on record its sincere appreciation for the valuable contribution made by them during their long tenure as Independent Directors on the Board of the Company.

A. Directors liable to retire by rotation

Pursuant to the provisions of Section 152 (6) of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force) Mrs. Darshana Pandya (DIN: 07610402) Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible to offers herself for reappointment.

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

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

Your directors recommend her appointment.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of section 164 & 165 of the Companies Act, 2013. Mr. Ravi Kapoor of M/s. Ravi Kapoor & Associates has issued a certificate as required under the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, confirming that none of the directors on the board of the company has been debarred or disqualified from being appointed or continuing as director of companies by SEBI / Ministry of Corporate Affairs or any such statutory authority. A certificate to this effect has been enclosed with this report.

B. KMPs

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

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

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

REPORTS ON MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE:

As required under the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, Management Discussion and Analysis Report and Corporate Governance Report are forming part to this Report annexed as "Annexure - H" and "Annexure - I".

SEXUAL HARASSMENTOF WOMEN ATWORKPLACE:

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

We have also constituted a Special Complaints Committee to consider and address sexual harassment complaints in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, there were no incidences of sexual harassment reported.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:

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

1.	Mr. Chetan Shah (Independent Director)	Chairman
2.	Mrs. Darshana Pandya (Whole-time	Member
	Director & CEO)
3.	Mr. Bala Bhaskaran (Independent Director)	Member
4.	Mr. Umesh Shah (Independent Director)	Member

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

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

Sr. No.	Name	Designation	Chairman/ Member
1	Mr. Umesh Shah	Independent Director	Chairman
2	Mrs. Darshana Pandya	Whole-time Director & CEO	Member
3	Mrs. Daksha Shah	Independent Director	Member
4	Mr. Narayanan Sadanandan	Independent Director	Member

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

No. of Meetings of Audit Committee held during the year: 5

Sr. No.	Date on which Audit Committee Meetings were held	Total Strength of the Committee	No. of Members Present
1.	May 09, 2023	4	4
2.	August 01, 2023	4	4
3.	October 31,2023	4	4
4.	January 23, 2024	4	4
5.	March 27, 2024	4	3

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

DISCLOSURES PURSUANT TO RBI MASTER DIRECTION:

The disclosure pursuant to Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023, is annexed herewith as "Annexure - J".

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

A Business Responsibility and Sustainability Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, is enclosed as part of this report, vide "Annexure - K".

CREDIT RATING:

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

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

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

Sr. No.	Type of Instrument	Rating
1	Long Term Bank Facilities	ACUITE AA-; Stable
2	Commercial Papers	ACUITE A1
3	Long Term Bank Facilities	CARE AA-; Stable
4	Commercial Papers issue	CARE A1
5	Non Convertible Debentures	CARE AA-; Stable
6	Market Linked Debentures	CARE PP-MLD AA-; Stable
7	Subordinated Bond	CARE AA-; Stable

DISCLOSURE FOR MAINTENANCE OF COST RECORDS:

The provision of Application of Cost Record in Compliance of Companies (Accounts) Rules, 2014 & in respect of section 148(1) of the Companies Act, 2013 is not applicable to the Company.

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

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

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR: It is Not Applicable to the Company, during the financial year.

ACKNOWLEDGEMENT

The Board of Directors wishes to express their heartfelt gratitude to the Reserve Bank of India and other regulatory authorities for their invaluable guidance and cooperation. Their support has been instrumental in enabling the Company to operate effectively within the regulatory framework. The Board also extends its sincere appreciation to all individuals who have placed their trust in the Company and its management. It is with deep gratitude that we acknowledge the loyalty and confidence of over one million customers across all the areas where we operate, as they have provided us with the opportunity to serve them.

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

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

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

Best Wishes,

For and on behalf of the Board of Directors of

MAS financial services limited

Kamlesh C. Gandhi Darshana Pandya

Chairman and Managing Director Director & CEO

(DIN: 00044852) (DIN: 07610402)

Place : Ahmedabad Date : August 14, 2024

---

Mar 31, 2023

The Directors are pleased to present the Twenty Eight (28^th) Annual report of your Company along with the Audited Standalone and Consolidated Accounts drawn for the financial year ended on March 31, 2023.

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

FINANCIAL RESULTS:

Particulars	(Amount in Rs. Crore) Standalone Consolidated
	Year Ended on March 31, 2023	Year Ended on March 31, 2022 (Restated)	Year Ended on March 31, 2023	Year Ended on March 31, 2022 (Restated)
Revenue from Operations	946.09	655.57	987.83	690.24
Other Income	3.00	1.51	2.43	0.93
Total Income	949.09	657.08	990.26	691.17
Total Expenditure	684.39	445.78	718.61	474.62
Profit Before Tax	264.70	211.30	271.65	216.55
Provision for Taxation (Including Current tax, Deferred Tax & Income Tax of earlier Years)	63.74	53.75	65.83	55.35
Net Profit	200.96	157.55	205.82	161.20
Profit Brought Forward	533.21	422.28	537.08	425.33
Net Profit after profit attributable to minority shareholders	-	-	(2.56)	(1.97)
Item of other comprehensive income recognised directly in retained earnings -on defined benefit plan	0.04	(0.08)	0.05	(0.07)
Profit Available for Appropriation	734.21	579.75	740.39	584.49
APPROPRIATIONS:
Transfer to reserve u/s 45-IC of RBI Act, 1934	(40.19)	(31.51)	(40.19)	(31.51)
Transfer to reserve u/s 29-C of NHB Act, 1987	-	-	(116)	(0.87)
Final Dividend on equity shares	(9.57)	(8.20)	(9.57)	(8.20)
Interim Dividend on Equity Shares	(9.84)	(6.83)	(9.84)	(6.83)
Dividend distribution tax on Equity Shares	-	-	-	-
Surplus Balance carried to Balance Sheet	674.61	533.21	679.63	537.08

BUSINESS PERFORMANCE:

In terms of consolidated basis:

The Group''s revenue from operations for the financial year was '' 987.83 Crores, higher by 43.11% over the previous year''s revenue from operations of '' 690.24 Crores. Net Profit (PAT) is '' 205.82 Crores which is higher by 27.68% over the previous year''s PAT of '' 161.20 Crore. The Earnings per share is '' 37.18 (Previous years '' 29.13).

In terms of Standalone basis:

The Company''s revenue from operations for the financial year was '' 946.09 Crores, higher by 44.32% over the previous year''s revenue from operations of '' 655.57 Crores. Net Profit

(PAT) is '' 200.96 Crores which is higher by 27.55% over the previous year''s PAT of '' 157.55 Crore. The Earnings per share is '' 36.76 (Previous years '' 28.82).

PROSPECTS AND DEVELOPMENTS:

The Company continues to recognize a vast market opportunity for efficient last mile credit delivery, particularly for NBFCs and other financial institutions seeking significant growth prospects. Our strategic approach involves a multiproduct and multi-locational strategy, providing a distinct advantage in risk management and scalability. This allows us to cater effectively to a diverse customer base while minimizing risks and maximizing operational efficiency. The advent of digitization and the company''s focus on the

same will be a strong catalyst for not only better operational efficiencies but also high quality customer services.

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

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

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

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

SMALL AND MEDIUM ENTERPRISE LOAN:

Working capital loans to the SME continue to show lot of promise as expected. We are in the continuous process of understanding the segment and are keen to add value to all such small and medium enterprises by extending the most efficient financial services. In consonance to our policy of building up quality assets, we are confident of creating quality assets in this segment too. The focus remains on states of operation namely Gujarat, Rajasthan, Madhya Pradesh, Maharashtra, Tamil Nadu and Karnataka.

TWO WHEELER AND COMMERCIAL VEHICLE FINANCING:

We continue also to focus on Two-Wheeler and Commercial Vehicle financing and we adopt such business models which generate required return on assets and the quality portfolio. While the Company is keen to increase this portfolio, the endeavor will be to balance between yields, asset quality and growth. We are confident that as we spread to newer geographies within our distribution network, we will be achieving the desired objectives. With the expected growth of the economy we anticipate the commercial vehicle business to contribute increasingly in the overall AUM mix. Twowheeler also gaining momentum will be contributing higher in the coming year as compared to the previous years.

HOUSING FINANCE:

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

The Company has 73 branches Pan India as on March 31, 2023. It is worth mentioning that despite of credit worthy customer class, ascertaining the title of the property remains a challenging job. The Company is actively involved with all the stakeholders to smoothen the process and is assertive in getting the right set of documents.

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

DISTRIBUTION NETWORK:

The Company has a strong retail presence & distribution network pan India. As on April 1, 2022 the Company had 125 branches in 7 territories Gujarat, Maharashtra, Rajasthan, Madhya Pradesh, Tamil Nadu, Karnataka, and Delhi NCR. During the year and pursuant to the expansion plans of the Company, the Company opened 6 branches in Gujarat, 2 branches in Maharashtra, 3 branches in Rajasthan, 9 branches in Madhya Pradesh, 3 branches in Karnataka along with a fresh location of Chattisgarh. At the end of the year, the total branches were 149 and the Company served 9000 Customer locations.

The company will thrive to distribute all its financial products efficiently across its potential 9000 centers, which provides huge opportunity of growth and serving the unserved. This vast penetration along with the dictum of "Extending credit where it is due'' will create a sustainable, scalable and profitable business for the company in the near future.

PARTNERING WITH REGIONAL NBFCS AND NBFC-MFIS:

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

Partnering with regional NBFCs and NBFC-MFIs for distribution of various products and providing them the line

of credit also remains one of the major business plans. We firmly believe that the players having proximity to the region are the most potential organization in the last mile delivery of credit. We not only fund them but also share with them the domain expertise, which the company possesses through its vintage of more than two decades. We continue to get encouraging response from our entire partner NBFCs and are keen to leverage the relationships for mutual benefits. Currently we have very strong relationships with more than 140 such organizations.

RESOURCES:

HUMAN RESOURCE MANAGEMENT AT MAS: Human Resource Management plays a pivotal role in realizing the Company''s objective. Company believes that employees are the driving force for business growth, branding, and customer satisfaction. The Company has established a robust Human Resources (''HR'') system that nurtures a high performing, conducive and inclusive work culture. It is managed by the active involvement of the promoters along with strategic inputs from a well-diversified and competent board. It emphasizes on the freedom to express views, competitive pay structure, performance-based reward system and growth opportunities and internal job opportunities, critical assignments within the organisation for career options for the employees.

In an ever-evolving landscape driven by technology and digital advancements, your Company remains steadfast in its commitment to long-term personnel development, aiming for organizational excellence. The Company consistently strives to provide avenues for professional growth and recognition, while also prioritizing employee training. The training programs are an essential component of the Company''s comprehensive skill development initiatives tailored for its workforce. During the year, several initiatives, such as performance management systems, Learning & Development system and Talent Management system were put in place for efficient and effective organization.

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

The Company has a diverse workforce of 1154 employees as on March 31, 2023. 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.

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

In our relentless pursuit of nurturing an enabling human

capital, your Company will continue to make concerted efforts to reinforce and fortify this invaluable resource.

The Company is certified as "Great place to Work" January, 2023 - January, 2024 by Great Place to Work - Global Authority on Workplace Culture.

CAPITAL AND LIABILITY MANAGEMENT:

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

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

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

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

CAPITAL ADEQUACY RATIO:

As on March 31,2023, the Company''s Capital Adequacy Ratio (CAR), stood at 25.25% of the aggregate risk weighted assets on balance sheet and risk adjusted value of the off balance sheet items, which is well above the regulatory minimum of 15%, providing much needed headroom for fund raising for business operations of the Company.

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

In pursuance to the provisions of Section 92(3) of the Companies Act, 2013 read with Rules made thereunder and amended time to time, the Annual Return of the Company for the Financial Year ended on March 31, 2023 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 had Six Board Meetings during the financial year under review.

Sr. No.	Date on which Board Meetings were held	Total Strength of the Board	No. of Directors Present
1	May 4, 2022	6	6
2	July 6, 2022	6	4
3	August 3, 2022	6	5
4	November 2, 2022	6	5
5	February 1, 2023	6	6
6	February 20, 2023	6	6

DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability would like to state that:

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

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

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

d) they had prepared annual accounts on a going concern basis;

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

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

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

The Company''s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished as attached to this report. "Annexure - A". The weblink for the same is https:// mas.co.in/policy.aspx.

AUDITORS:

Statutory Auditors:

At the 26^th Annual General Meeting held on August 25, 2021,

the members had appointed M/s. Mukesh M. Shah & Co., Chartered Accountants (Firm Registration No. 106625W), Ahmedabad as Statutory Auditors for a term of three years beginning from the conclusion of the 26^th AGM till the conclusion of the 29^th Annual General Meeting of the Company to be held for the financial year 2023-24.

Secretarial Auditors:

In the Board Meeting held on May 04, 2022 M/s. Ravi Kapoor & Associates, Practising Company Secretaries were appointed as Secretarial Auditor of the Company for the financial year 2022-23.

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 2022-23. There was no qualification or adverse remarks made by the auditor in their report and the said Secretarial Audit Report is annexed which is forming part to this report as "Annexure - B".

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;

There is no qualification, reservation, adverse remark or disclaimer in audit report issued by the Secretarial Auditors of the Company.

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. Bala Bhaskaran, Mr. Chetan Shah, Mr. Umesh Shah and Mrs. Daksha Shah, Independent Directors of the Company that they meet with the criteria of independence as prescribed under Subsection (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 SUBSECTION (1) OF SECTION 188:

All Contracts / Arrangements / Transactions executed by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis. The Audit Committee reviews all Related Party Transaction on quarterly basis. Particulars of such related party transactions described in Form AOC-2 as required under Section 134 (3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules 2014, which is annexed herewith as "Annexure - C".

The related party disclosures as specified under Para A of Schedule V read with Regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 is forming part in Notes to Financial Statements.

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

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

During the year under review '' 40.19 crore transferred to statutory reserve under Section 45 IC of RBI Act, 1934.

DIVIDEND:

The Company had paid an Interim Dividend of '' 1.80/-(Rupees One decimal Eighty only) per share on 5,46,62,043 Equity Shares of '' 10/- fully paid up (18%) aggregating to '' 9,83,91,677/- (Rupees Nine Crore Eighty Three Lakh Ninety One Thousand Six Hundred Seventy Seven Rupees), during the financial year 2022-23. The same was declared by Board of Directors in their meeting held on February 01, 2023. The said dividend was paid on February 17, 2023.

Your Directors are pleased to recommend a Final Dividend of '' 1.85/- (Rupees One decimal Eighty Five Paise Only) per Equity Share on 5,46,62,043 Equity Shares of '' 10/- fully paid up (18.5%) aggregating to 10,11,24,779.55/- (Rupees Ten Crore Eleven Lakh Twenty Four Thousand and Seven Hundred Seventy Nine Rupees and Fifty Five Paisa Only) for the Financial year 2022-23, 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 July 19, 2023 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 2022-23. 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:

The company has changed its policy whereby gain on assignment of financial asset was recognised as ''unearned income on assigned loans'' under the head ''other non-financial liabilities'' and was amortised in the statement of profit and loss over the period of the underlying residual tenure of the assigned loan portfolio. Such policy was adopted by the management for more prudent and fair presentation of financial statements by exercising their judgement under para 19 of Ind AS 1 "Presentation of financial statements".

During the quarter ended March 31, 2023, the Company has received a directive from the Reserve Bank of India to book such gain upfront in the statement of profit and loss in accordance with Ind AS 109 instead of amortising it over the period of the underlying residual tenure of the assigned loan portfolio.

The new accounting policy has been implemented retrospectively and being presented from the beginning of the earliest period i.e. April 1,2021.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

• Conservation of Energy and T echnology Absorption:

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

• Foreign Exchange earnings and outgo

The Company has no Foreign Exchange earnings and outgo.

RISK MANAGEMENT:

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

Your Company continues to give prime importance to the function of receivables management, as it considers this the ultimate reflection of the correctness of marketing strategy as well as appraisal techniques. The Net stage 3 of the Company is 1.52% of Asset under Management as on March 31, 2023.

Pursuant to Regulation 21(5) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the regulations of Risk management committee is applicable to top 1000 listed entities determined on the basis of market capitalization, as at the end of the immediate previous financial year. The Board of Directors has thus adopted a risk management policy for the Company which provides identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy. The web-link for the same is https://mas.co.in/policy.aspx

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

Corporate Social Responsibility (CSR):

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

As a responsible corporate entity, we believe in leveraging our resources to support the community, particularly during challenging times. In line with this belief, the Company launched the "MAS Arogya Abhiyan" distributing BiPAP machines and assisting those in needs. The Company has also facilitated the family of martyrs in the event of 75^th Independent day - Azadi Ka Amrit Mahotsav. Further, the Company installed Ultra Sound Machines at the Indian Army -Military Hospital, Ahmedabad.

As part of its robust corporate social responsibility (CSR) initiatives, your Company recognized the challenges faced by a significant section of the population across the country in meeting their basic food requirements. In response, the Company took proactive measures by organizing a food distribution drive in Gujarat, wherein raw food packets comprising essential grocery items were provided to villages in need. This CSR endeavor was specifically designed to alleviate the hardships faced by vulnerable individuals and extend support to those tirelessly working on the ground with limited resources. By addressing the pressing issue of food scarcity, the Company demonstrated its commitment to social welfare and contributed to the well-being of communities in need.

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

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

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 2022-2023 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 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:

We have invested in a new Company, incorporated on August 05, 2022 amount of '' 34,50,000/- for 69% holding in Equity

Shares named MASFIN Insurance Broking Private Limited. With the establishment of this subsidiary, your Company now proudly boasts two subsidiaries i.e. MAS Rural Housing and Mortgage Finance Limited and MASFIN Insurance Broking Private Limited, further expanding its operational reach and diversifying its offerings, this strategic development reflects the Company''s commitment to exploring new avenues and strengthening its presence in the insurance industry.

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.

PARTICULARS OF EMPLOYEES:

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

THE CHANGE IN NATURE OF BUSINESS:

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

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

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

PUBLIC DEPOSITS:

The Company is Non - deposit taking Non-Banking Financial Company registered with Reserve Bank of India and is prohibited from accepting public deposits and therefore the Company has not accepted any deposits from public during the year under review and there was no public deposit outstanding as on March 31, 2023.

CAPITAL STRUCTURE:

During the year under review there was no change in the capital structure of the Company.

DEBENTURES:

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

1. 10000 Rated, Senior, Secured, Listed, Transferable,

Redeemable, Principal Protected Market Linked NonConvertible Debentures ("NCDs") of face value of '' 1,00,000/- (Rupees One Lakh Only) each aggregating to '' 100,00,00,000/- (Rupees One Hundred Crores) bearing ISIN INE348L07084 at the rate of (a) 8.50% p.a. (Eight

Decimal Five Zero Percent) (XIRR), if the Reference Index Performance is greater than 75% (Seventy Five Percent); and/or (b) 8.45% (Eight Decimal Four Five Percent) (XIRR), if the Reference Index Performance is equal to or lesser than 75% (Seventy Five Percent) but greater than 25% (Twenty Five Percent); and/or (c ) 0% (Zero Percent) (XIRR), if the Reference Index Performance is lesser than or equal to 25% (Twenty Five Percent).

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 only) aggregating to '' 100,00,00,000 (Indian Rupees One Hundred Crore only) inclusive of a green shoe option of up to '' 50,00,00,000 (Indian Rupees Fifty Crore only) comprising of 500 (Five Hundred) Rated, Senior, Secured, Listed, Transferable, Redeemable, Principal Protected Market Linked Non - convertible Debentures denominated in Indian Rupees and on a private placement basis bearing ISIN INE348L07092 at the rate of (a) 8.50% (Eight Decimal Five Zero Percent) (XIRR), if Reference Index Performance is greater than 75% (Seventy Five Percent); and/or (b) 8.45% (Eight Decimal Four Five Percent) (XIRR), if the Reference Index Performance is equal to or lesser than 75% (Seventy Five Percent) but greater than 25% (Twenty Five Percent); and/or (C) 0% (Zero Percent) (XIRR), if the Reference Index Performance is lesser than or equal to 25% (Twenty Five Percent) were issued on September 17, 2021

3. 50 (Fifty) unsecured, rated, listed, redeemable, subordinated, taxable, transferable, non-convertible debentures denominated in Indian Rupees ("INR"), 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.

4. 1000 Rated, Senior, Secured, Listed, Transferable, Redeemable, Principal Protected Market Linked NonConvertible Debentures Denominated in Indian Rupees ("INR"), each having a face value of '' 10,00,000/-aggregating to '' 100 Crore ("Debentures" or "NCDs") inclusive of a Green shoe option of up to '' 50 Crore comprising of 500 Rated, Senior, Secured, Listed, Transferable, Redeemable, Principal Protected Market Linked Non-Convertible Debentures Denominated in Indian Rupees ("INR") (The "Issue"). each aggregating to '' 100,00,00,000/- (Rupees One hundred Crores) bearing ISIN INE348L07100 at the rate of (a) 8.50% (Eight Decimal Five Zero Percent) (XIRR), if Reference Index Performance is greater than 75% (Seventy Five Percent); and/or (b) 8.45% (Eight Decimal Four Five Percent) (XIRR), if the Reference Index Performance is equal to or

lesser than 75% (Seventy Five Percent) but greater than 25% (Twenty Five Percent); and/or (c) 0% (Zero Percent) (XIRR), if the Reference Index Performance is lesser than or equal to 25% (Twenty Five Percent) were issued on November 25, 2021.

5. 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.

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

1. 400 Rated, Listed, Unsecured Redeemable Nonconvertible Debentures ("NCDs") of face value of '' 10,00,000/- (Rupees Ten Lakhs Only) each aggregating to '' 40,00,00,000/- (Rupees Forty Crore) bearing ISIN INE348L08033 at the rate of 13% p.a.

2. 6500 Rated, Senior, Redeemable, Taxable, Transferable, Listed, Principal Protected Market Linked NonConvertible Debentures ("NCDs") of face value of '' 1,00,000/- (Rupees One Lakhs Only) each aggregating to '' 65,00,00,000/- (Rupees Sixty Five Crores) bearing ISIN INE348L07076 at the rate of 8.80% p.a.

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

1. 1,000 (one thousand) rated, senior, secured, listed, transferable, redeemable, principal protected market linked non-convertible debentures denominated in Indian Rupees ("INR"), 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 One Hundred Crore) including a green shoe option of up to '' 50,00,00,000 (Indian Rupees Fifty Crore) bearing ISIN INE348L07118 at the rate of (a)8.60% (eight decimal six zero percent) (XIRR), if the Yield is lesser than or equal to 18% (eighteen percent); (b) 8.10% (eight decimal one zero percent) (XIRR), if the Yield is lesser than or equal to 24% (twenty four percent) but greater than 18% (eighteen percent); and/or (c) 0% (zero percent) (XIRR), if the Yield is greater than 24% (twenty four percent) were issued on June 6, 2022.

2. 500(Five Hundred) rated, listed, redeemable, senior, secured, non-convertible debentures denominated in Indian Rupees ("INR"), 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 Crore) ("Debentures") bearing ISIN INE348L07126 at the rate of 8.93% (Eight Decimal nine three percentage)p.a. were issued on June 22, 2022.

3. 1000(One Thousand) rated, senior, secured, listed, transferable, redeemable, principal protected market linked non-convertible debentures denominated in Indian Rupees ("INR"), 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 One Hundred Crore) ("Debentures") bearing ISIN INE348L07134 at the rate of

(a) 8.60% (eight decimal six zero percent) (XIRR), if the Yield is lesser than or equal to 18% (eighteen percent);

(b) 8.10% (eight decimal one zero percent) (XIRR), if the Yield is lesser than or equal to 24% (twenty four percent) but greater than 18% (eighteen percent); and/or (c) 0% (zero percent) (XIRR), if the Yield is greater than 24% (twenty four percent) were issued on July 29, 2022.

4. 250(Two Hundred and Fifty) unlisted, subordinated, unsecured, redeemable, non-convertible debentures denominated in Indian Rupees ("INR"), 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.

5. 1000(One Thousand) rated, senior, secured, listed, transferable, redeemable, principal protected market linked non-convertible debentures denominated in Indian Rupees ("INR"), 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) were issued on December 01, 2022.

6. 3500(Thirty Five Hundred) unlisted, subordinated, unsecured, redeemable, non-convertible debentures denominated in Indian Rupees ("INR"), 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 Crore) ("Debentures") bearing ISIN INE348L08074 at the rate of 10.75% (Ten Decimal Seventy Five percentage) p.a. were issued on December 21, 2022.

7. 5000(Five Thousand) listed, subordinated, unsecured, redeemable, non-convertible debentures denominated in Indian Rupees ("INR"), 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.

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 May 10, 2023 on the recommendations of the Nomination and Remuneration Committee (NRC), further recommends to the members of the Company for re-appointment of Mr. Kamlesh C. Gandhi (DIN: 00044852), as Director.

Necessary resolution for the appointment of the aforesaid directors and their detailed profiles have been included in the notice convening the 28^th AGM and details of the proposal for appointment are mentioned in the explanatory statement of the notice.

Your directors re-commend 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 of M/s. Ravi Kapoor & Associates has issued a certificate as required under the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, confirming that none of the directors on the board of the company has been debarred or disqualified from being appointed or continuing as director of companies by SEBI / Ministry of Corporate Affairs or any such statutory authority. A certificate to this effect has been enclosed with this report.

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

Details of managerial remuneration as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as per ''Annexure

- G'' to this report.

REPORTS ON MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE:

As required under the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, Management Discussion and Analysis Report and Corporate Governance Report are forming part to this Report annexed as "Annexure

- H" and "Annexure - I".

SEXUAL HARASSMENTOF WOMEN 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 institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion

8. 5000(Five Thousand) listed, subordinated, unsecured,

redeemable, non-convertible debentures denominated in Indian Rupees ("INR"), 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.

STATUTORY COMPLIANCE:

The Company has complied with Ind AS as prescribed under section 133 of the Companies Act, 2013. The Company has also complied with the directions issued by RBI from time to time.

COMPLIANCE WITH SECRETARIAL STANDARDS:

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

MATERIAL ORDER PASSED BY REGULATORS / COURTS / TRIBUNALS:

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

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

Internal Financial Control remains an important component to foster confidence in a company''s financial reporting, and ultimately, streamlining the process to adopt best practices. In pursuance to provisions of Section 134(5)e) of the Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 your Company has in place adequate internal controls with reference to financial statements and are operating effectively. The Company has devised proper system of internal financial control which is commensurate with size and nature of Business. The Board has appointed Ms. Deepika Agarwal as the Head of internal auditor and M/s. VSSB & Associates, Chartered Accountants as a Third party Internal Auditor of the Company pursuant to provisions of Section 138 of the Companies Act, 2013 in order to ensure proper internal financial control.

INSURANCE:

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

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. Kamlesh C. Gandhi (DIN: 00044852) Chairman and Managing Director and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

We have also constituted a Special Complaints Committee to consider and address sexual harassment complaints in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, there were no incidences of sexual harassment reported.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:

The Audit Committee consists of the following members:

1. Mr. Chetan Shah (Independent Director) - Chairman

2. Mrs. Darshana Pandya (Executive Director) - Member

3. Mr. Bala Bhaskaran (Independent Director) - Member

4. Mr. Umesh Shah (Independent Director) - Member

Ms. Riddhi Bhaveshbhai Bhayani, Company Secretary & 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: 4

Sr. No.	Date on which Audit Committee Meetings were held	Total Strength of the Committee	No. of Members Present
1	04.05.2022	4	4
2	03.08.2022	4	3
3	02.11.2022	4	3
4	01.02.2023	4	4

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

DISCLOSURES PURSUANT TO RBI MASTER DIRECTION:

The disclosures pursuant to Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016, is annexed herewith as "Annexure - J".

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:
Sr. No.	Name of the Instrument	Current Rating
1	Long Term Bank Facilities	ACUITE AA-/Stable
2	Commercial Papers	ACUITE A1
3	Long Term Bank Facilities	CARE A ; Stable
4	Commercial Papers issue	CARE A1
5	Non Convertible Debentures	CARE A ; Stable
6	Market Linked Debentures	CARE PP-MLD A ; Stable
7	Subordinated Bond	CARE A ; Stable

DISCLOSURE FOR MAINTENANCE OF COST RECORDS:

The provision of Application of Cost Record in Compliance of Companies (Accounts) Rules, 2014 & in respect of section 148(1) of the Companies Act, 2013 is not applicable to the Company.

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

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

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR: It is Not Applicable to the Company, during the financial year.

ACKNOWLEDGEMENT:

The Board of Directors wishes to express their heartfelt gratitude to the Reserve Bank of India and other regulatory authorities for their invaluable guidance and cooperation. Their support has been instrumental in enabling the Company

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

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

The entire MAS Team deserves recognition for their unwavering commitment and relentless pursuit of excellence. The core team at MAS plays a pivotal role in formulating and executing strategic decisions, contributing significantly to the Company''s development. We take this moment to express

our heartfelt appreciation for their continuous support, hard work, and unwavering dedication. Their contributions have been integral to the Company''s success.

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

---

Mar 31, 2019

The Directors are pleased to present the 24^th ANNUAL REPORT of your Company together with the Audited Accounts drawn for the year ended on March 31, 2019.

FINANCIAL RESULTS:

(Rs. in Lakh)

	Standalone		consolidated
Particulars	Year Ended	Year Ended	Year Ended	Year Ended
	on 31st March,	on 31st March,	on 31st March,	on 31st March,
	2019	2018	2019	2018
Revenue from Operations	57,233.34	45,069.17	60,457.65	47,677.53
Other Income	24.68	20.45	12.01	3.06
Total income	57,258.02	45,089.62	60,469.66	47,680.59
Total Expenditure	33,865.07	28,573.90	36,668.85	30,903.59
Profit Before Tax	23,392.95	16,515.72	23,800.81	16,777.00
Provision for Taxation (Including Current tax,	8,181.44	6,172.57	8,340.16	6,257.97
Deferred Tax & Income Tax of earlier Years)
Net Profit	15,211.51	10,343.15	15,460.65	10,519.03
Net Profit attributable to the owners of the	-	-	15,353.69	10,437.97
Holding Company
Profit Brought Forward	17,557.38	(4017.83)	17,754.57	(3,845.55)
Effect of changes in Group''s interest	-	-	586.50	-
Profit Available for Appropriation	32,768.89	6,325.32	33,694.76	6,592.42
APPROPRIATIONS:
Transfer to reserve u/s 45-IA of RBI Act, 1934	3,042.30	2,067.48	3,042.30	2,067.48
Transfer to reserve u/s 29-C of NHB Act, 1987	-	-	61.28	46.67
Final Dividend on equity shares	1,180.70	-	1,180.70	-
Interim Dividend on Equity Shares	819.93	819.93	819.93	819.93
Final Dividend on Preference shares	-	-	19.09	18.58
Dividend distribution tax on Equity Shares	407.35	166.95	407.91	168.00
Dividend distribution tax on Preference Shares	-	-	3.95	3.61
Conversion of convertible Instruments measured	-	(14,286.42)	-	(14,286.42)
at Amortized Cost
Surplus Balance carried to Balance Sheet	27,318.61	17,557.38	28,159.60	17,754.57

BUSINESS PERFORMANCE:

In the year 2018-19 the Company crossed Rs. 5,000 crore AUM, registering a robust growth of 28.42% on YoY basis. Asset under Management is Rs. 5338.37 crores (Previous year Rs. 4157.02 crore).

The gross income realized by the Company is Rs. 572.58 crore (Previous year Rs. 450.90 crore) comprising of income from operations and other income. Net Profit after tax is Rs. 152.11 crore (Previous year Rs. 103. 43 crore), registering a robust growth of 26.99% and 47.07% respectively over the previous year. The Earning per share is Rs. 27.83 (Previous year Rs. 21.42).

The above mentioned performance was amidst very strong headwinds created due to certain events which had a contagion effect on the entire sector. It is worth mentioning that due to focusing on fundamentals, which has been the main plank over these two decades; enabled the company not only to navigate through this situation but achieved a higher than the targeted growth.

PROSPECTS AND DEVELOPMENTS:

There is a very huge market to be served, which needs an efficient last mile delivery of credit, thus creating enormous opportunity for all the financial institutions and NBFCs in special.

The Company continues to pursue the strategy of being multi product and multi locational, thus giving the distinct edge from the risk management and scalability perspective. The focus across the product is of catering to the lower and the middle income segment, which is the key driver of our economy.

SMALL AND MEDIUM ENTERPRISE LOAN:

Introduction of machinery and working capital loans to the SME continues to show lot of promise as expected. We are in the process of understanding the segment and are keen to add value to all such small and medium enterprises by extending the most efficient financial services.

In consonance to our policy of building up quality assets, we are confident of creating quality assets in this segment too. The focus remains on states of operation namely Gujarat and Maharashtra and as planned we have expanded our reach to Madhya Pradesh and Rajasthan from this year.

TWO WHEELER AND COMMERCIAL VEHICLE FINANCING:

This sector also during the year witnessed a low growth. We continue to focus on Two wheeler and Commercial Vehicle financing and we adopt such business models which generates required return on assets and the quality portfolio. While the company is keen to increase this portfolio, the endeavor will be to balance between yields, asset quality and growth. We are confident that as we spread to newer geographies within our distribution network, we will be achieving the desired objective.

HOUSING FINANCE:

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

The Company has 69 branches Pan India as on March 31, 2019. It is worth mentioning that despite of credit worthy customer class, ascertaining the title of the property remains a challenging job. The Company is actively involved with all the stake holders to smoothen the process and is assertive in getting the right set of documents.

We continue to endeavour relentlessly and are confident of creating a quality portfolio and add value to the ecosystem we work in.

DISTRIBUTION NETWORK:

In continuation of our last year''s efforts the process of expanding its operations in the various region of

Rajasthan, Maharashtra, Madhya Pradesh, Tamilnadu, Karnataka besides Gujarat is in progress. During the year Company has started operations in Diyodar and Bhilwara.

PARTNERING WITH REGIONAL NBFCS AND NBFC-MFIS:

Over the period of last 9 years of our working with this sector, our belief is further strengthened, that financial inclusion in a country like India is a function of efficient last mile delivery of credit, for which a very robust value chain has to be nurtured and developed. NBFCs in special play a pivotal role in this value chain. This business model withstood its credibility and our expectations even during the most trying period during the last year.

Partnering with regional NBFCs and NBFC-MFIs for distribution of various products and providing them the line of credit also remains one of the major business plans. We firmly believe that the players having proximity to the region are the most potential organization in the last mile delivery of credit. We not only fund them but also share with them the domain expertise, which the company possesses through its vintage of more than two decades. We continue to get encouraging response from our entire partner NBFCs and are keen to leverage the relationships for mutual benefits. Currently we have very strong relationships with more than 100 such organizations.

RESOURCES:

human resource MANAGEMENT AT MAS:

Human Resource Management plays a very important role in realizing the Company''s objective. The Company is managed by the active involvement of the promoters along with strategic inputs from a well-diversified and competent board.

In an environment that is rapidly becoming technology and digital oriented, your Company continues to invest in long term people development, for organizational excellence. Constant endeavours are being made to offer professional growth opportunities and recognitions, apart from imparting training to employees. Training is an integral part of the skill development program initiated for the employees.

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

The Company has a diverse workforce of 995 employees as on 31^st March, 2019. Going forward, the Company will continue to focus on nurturing the right talent to achieve the business goal.

I trust with all the above qualities accompanied by the determination to excel, this team forms a formidable second line of management at MAS.

Your Company will always strive to strengthen this most important resource in its quest to have enabling human capital.

CAPITAL AND LIABILITY MANAGEMENT:

After getting its securities listed in previous year, this year was the humbling experience and the respect accorded to the Company by the investors across all the categories to say the least. The Company in tandem with its philosophy of pursuing the mission of "Excellence through Endeavours" will strive to maximize the shareholders'' value.

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

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

During the year passed by when the whole sector was looked upon as a risky preposition the Company could not only manage to raise the required resources but also obtained credit lines for the coming year.

Your Company continues to command the respect and the confidence of Bankers as their extended channel in their task of providing efficient delivery of credit. The company acknowledges the constructive support of the Investors and consortium member banks.

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

As required under Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in MGT-9 is annexed as part of this report, vide "Annexure-A". The weblink for the same is www.mas.co.in.

BOARD MEETINGS HELD DURING THE YEAR:

The Company had Six Board Meetings during the financial year under review.

Sr. No.	Date on which board Meetings were held	Total Strength of the Board	No of Directors Present
1	09.05.2018	6	5
2	28.05.2018	6	5
3	24.08.2018	6	5
4	01.11.2018	6	6
5	30.01.2019	6	6
6	14.03.2019	7	7

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the directors 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) The directors 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) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The directors had prepared annual accounts on a going concern basis.

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

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

COMPANY''S POLICY RELATING TO DIRECTORS 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 - B". The weblink for the same is www. mas.co.in.

AUDITORS:

At the 23^rd Annual General Meeting held on June 27, 2018, the members had appointed M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) as Statutory Auditors for a term of five years beginning from the conclusion of the 23^rd AGM till the conclusion of the 28^th AGM.

However, Ministry of Corporate Affairs, vide its Notification dated 7^th May, 2018 amended provisions of Rule 3(7) of Companies (Audit and Auditors) Rules, 2014 and accordingly, provisions of requirement of ratification of appointment of auditor at every general meeting is dispensed with. Therefore, at the ensuing general meeting members are not required to ratify Auditor''s appointment and M/s. B S R & Co. LLP Chartered Accountants, Ahmedabad (FRN: 101248W/W-100022),will continue to act as auditors of the Company till the conclusion of the 28^th AGM.

In the Board Meeting held on May 9, 2018 M/s. Ravi Kapoor & Associates, Practising Company Secretaries was appointed as Secretarial Auditor of the Company for the financial year 2018-19.

SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act 2013, and in pursuant to Reg. 24A of Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) (Amendments) Regulations, 2018 the Secretarial Audit Report for the Financial Year ended 31^st March, 2019 given by Ravi Kapoor & Associates, Practicing Company Secretary is annexed to this Report as an "Annexure - c". One qualification is raised by the Secretarial Auditor in his Secretarial Audit Report for the year under review and the reply of the same is mentioned below in this Director''s report.

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

(i) by the auditor in his report;

There is no qualification, reservation or adverse remark or disclaimer in audit report issued by the auditors of the Company.

(ii) By the company secretary in practice in his secretarial audit report;

Following qualification raised by the Secretarial Auditor in his Secretarial Audit Report:

Company has made Delay in furnishing prior intimation to Stock Exchange(s) about agenda of recommendation of Interim Dividend.

Reply of Director for above qualification raised by Secretarial Auditor:

Company has made necessary compliance by paying fines to the Stock Exchanges for violation of Regulation 29(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However your Directors ensures the future compliance.

FRAUDS REPORTED BY THE AUDITOR

During the Year under review, no frauds were reported by the Auditor (Statutory Auditor, Secretarial Auditor) to the Audit Committee/ Board.

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

The Company has received declarations from Mr. Bala Bhaskaran, Mr. Chetan Shah, Mr. Umesh Shah and Mrs. Daksha Shah, 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 and Reg. 25 (8) & (9) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''the Listing Regulations'').

MATTERS AS PRESCRIBED UNDER SUB-SECTIONS (1) AND (3) OF SECTION 178 OF THE COMPANIES ACT, 2013:

The Company constituted its Nomination Committee on 23^rd December, 2010 and the nomenclature of the Nomination committee was changed to "Nomination and Remuneration Committee" on 20^th March, 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 copy of Nomination and Remuneration policy is available at the Website of the Company i.e. www.mas. co.in/policy.html

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Since the Company is Non-Banking Financial Company registered with the RBI, the disclosures pertaining to Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are not applicable.

During the financial year, the Company has made investment in the Equity Share Capital of MAS Rural Housing & Mortgage Finance Limited ("the Subsidiary") up to a sum of Rs. 9,00,00,000/- (Rupees Nine Crores only).

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

All Contracts / Arrangements / Transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arm''s length 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 - D".

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

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

During the year under review Rs. 30.42 crore transferred to statutory reserve under Section 45 IC of RBI Act, 1934.

DIVIDEND:

The Company had paid a Final Dividend of Rs. 2.16/- (Two Rupee Sixteen Paise Only) per share on 5,46,62,043 Equity Shares of Rs. 10/- fully paid up (21.60%) aggregating to Rs. 11,80,70,012.88/- (Rupees Eleven Crore Eighty Lakh Seventy Thousand Twelve Rupees and Eighty Eight Paise only) for the FY 2017-18. The same was declared by Board of Directors in their meeting held on May 09, 2018 which was subsequently approved by members in the 23^rd Annual general meeting held on 27^th June, 2018. The said dividend was paid on 11^th July, 2018.

An amount of Rs. 2,40,40,283/- was paid as dividend distribution tax on the dividend.

During the year under review, the Company had paid an interim dividend of Rs. 1.50/- (One Rupee Fifty Paise only) per share on 5,46,62,043 Equity Shares of Rs. 10/- fully paid up (15%) aggregating to Rs. 8,19,93,064.50/- (Rupees Eight Crore Nineteen Lakh Ninety Three Thousand Sixty Four Rupees and Fifty Paise only). The same was declared by Board of Directors in their meeting held on November 01, 2018. The said dividend was paid on 27^th November, 2018.

An amount of Rs. 1,66,94,641/- was paid as dividend distribution tax on the dividend.

Further, the Board of Directors of the Company has recommended a Final Dividend of Rs. 3.60/- (Three Rupee Sixty Paise Only) per share on 5,46,62,043 Equity Shares of Rs. 10/- fully paid up (36%) aggregating to Rs. 19,67,83,354.80/-(Rupees Nineteen Crore Sixty Seven Lakh Eighty Three Thousand Three Hundred Fifty Four Rupees and Eighty Paise only) for the FY 2018-19.

Cumulatively, the Board of Directors of your company has declared / recommended a total Dividend of Rs. 5.10 per equity shares of Rs. 10/- each (@ 51.00 %) for the year under review.

The dividend declared/ 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 provided as "Annexure E" to this Report. The weblink for the same is www.mas.co.in.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

From this year IND - AS is applicable to your company apart from this 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 stage III assets Net of provisions of the company is 1.14% of total AUM as at the end of FY 2018-19

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 500 listed entities determined on the basis of market capitalization, as at the end of the immediate previous financial year. The Board of Directors has thus adopted a risk management policy for the Company which provides identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy. The weblink for the same is http://www.mas.co.in/policy.html.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company has always responded in a responsible manner to the growing needs of the communities in which it operates. During the year, your Company has, in consonance with the CSR policy of the Company, undertaken a number of initiatives that contribute to society at large, in the areas of health, and education.

As a part of CSR initiative, the Company has identified 110 bright students from 21 Schools who have completed their 8^th Standard and wish to pursue their higher studies but are financially challenged and cannot afford basic requirements. The Company has sponsored their fees, school bags, stationeries, for undergoing higher studies and uniforms as well as provided vehicle for handicap students.

The Company has identified place where people were not getting fresh drinking water. In order to develop rural area and promoting health and sanitation Company installed RO Plant in Ajarapur, Gandhinagar. Further Company has provided funds to children of Indian army officials and have conducted special Hotel Management course for the same.

It is Company''s continuous endeavor to increase its CSR impact and spend over the coming years, supplemented by its continued focus towards rural development, promoting health and sanitation.

The Company is trying to explore more and more students to ensure that benefits reaches directly to the needed students and the process is likely to take some more time to enable the Company to spend the entire required amount to be spend for CSR as per the provisions of Companies Act, 2013.

The board has approved a CSR policy which has been hosted on the web Site of the Company. The web-link for the same is http://www.mas.co.in/policy.html.

The CSR Report pursuant to Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, is annexed as "Annexure - F" to this Report.

FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of 134(3)(p) the Companies Act, 2013 the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A 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, Board culture, execution and performance of specific duties, obligations and governance.

In pursuant to Regulation 17(10) 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.

(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 VENTURES COMPANIES:

The Company has only one subsidiary company i.e. MAS Rural Housing and Mortgage Finance 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 - G". Further the Company does not have any Joint Venture or Associate Company.

PARTICULARS OF EMPLOYEES:

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

THE CHANGE IN NATURE OF BUSINESS:

There are 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.

PUBLIC DEPOSITS:

The Company has not accepted deposit from public during the year and there was no deposit outstanding as on March 31, 2019.

CAPITAL STRUCTURE:

During the year under review there was no change in the capital structure of the Company.

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 REGULATORS / COURTS / TRIBUNALS:

There was no material order passed by Regulators / Courts / Tribunals during the year under review.

ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 re-emphasizes the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. The Company has devised proper system of internal financial control which is commensurate with size and nature of Business. Even, the Board has appointed M/s. Arijeet Gandhi & Associates, Chartered Accountants as an 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.

directors AND KMP:

Pursuant to the provisions of Section 152 (6) of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force) Mrs. Darshana Pandya, (DIN: 07610402) Director & COO of the Company is liable to retire by rotation at the ensuing AGM and being eligible offers herself for reappointment.

The Board of Directors in its meeting held May 08, 2019, on the recommendations of the Nomination and Remuneration Committee (NRC), further recommends to the members of the Company to re-appointment of Mrs. Darshana Pandya (DIN: 07610402), as director liable to retire by rotation.

During the year, the Board of Directors in its meeting held on March 14, 2019, on the recommendations of the NRC, had appointed Mrs. Daksha Niranjan Shah (DIN: 00376899) as a woman Independent Director of the Company with effect from 14^th March, 2019 for a period of one year subject to the approval of the members in the ensuing AGM.

During the year, the Board of Directors in its meeting held on March 14, 2019, on the recommendations of the NRC and subject to the approval of the members in the ensuing AGM, re-appointed Mr. Kamlesh Gandhi (DIN: 00044852) as the Managing Director of the Company for a period of Five years w.e.f. April 1, 2019.

During the year, the Board of Directors in its meeting held on March 14, 2019, on the recommendations of the NRC and subject to the approval of the members in the ensuing AGM, re-appointed Mr. Mukesh C. Gandhi (DIN: 00187086) as the Whole-time Director of the Company for a period of Five years w.e.f. April 1, 2019.

During the year, the Board of Directors in its meeting held on March 14, 2019, on the recommendations of the NRC and subject to the approval of the members in the ensuing AGM, re-appointed Mr. Balabhaskaran (DIN: 00393346) as an Independent Director of the Company for a period of Five years w.e.f. April 1, 2019 whose earlier term as Independent Director Expired on March 31, 2019.

During the year, the Board of Directors in its meeting held on March 14, 2019, on the recommendations of the NRC and subject to the approval of the members in the ensuing AGM, re-appointed Mr. Chetan R. Shah (DIN: 02213542) as an Independent Director of the Company for a period of Five years w.e.f. April 1, 2019 whose earlier term as Independent Director Expired on March 31, 2019.

Necessary resolutions for the appointment / re-appointment of the aforesaid directors and their detailed profiles have been included in the notice convening the ensuing AGM and details of the proposal for appointment / reappointment are mentioned in the explanatory statement of the notice.

Your directors commend their appointment / re-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.

There was no change in the Key Managerial Personnel during the year.

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 H'' 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 annexed as "Annexure - i" and "Annexure - J" respectively to this Report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

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

We have also constituted a Special Complaints Committee to consider and address sexual harassment complaints in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, there were no incidences of sexual harassment reported.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:

The Audit Committee consists of the following members:

a) Mr. Bala Bhaskaran (Independent Director) - Chairman

b) Mr. Chetan Shah (Independent Director) - Member

c) Mr. Umesh Shah (Independent Director) - Member No. of Meeting of Audit Committee held during the year: 6

The Audit Committee met (6) Six times during the financial year under review.

Sr. No.	Date on which Audit committee Meetings were held	Total Strength of the committee	No. of Members Present
1	09.05.2018	3	2
2	28.05.2018	3	2
3	23.08.2018	3	2
4	30.10.2018	3	3
5	28.01.2019	3	3
6	20.03.2019	3	2

The Company has established a vigil mechanism and overseas through the Committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The board has approved a policy for vigil mechanism which has been hosted on the website of the Company. The weblink for the same is http://www.mas.co.in/policy.html.

DISCLOSURES PURSUANT TO RBI MASTER DIRECTION:

The disclosures pursuant to Non-Banking Financial Company- Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016, is annexed herewith as "Annexure-K"

BUSINESS RESPONSIBILITY REPORT:

A Business Responsibility 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-L"

CREDIT RATING:

During the year, your Company''s long term credit ratings have been upgraded to ACUITE AA- with Stable Outlook. Also, your company has been assigned highest short term rating of ACUITE A1 by Acuite Ratings & Research. The Credit rating was obtained from Acuite Ratings & Research on 13^th March 2019.

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.

RECOGNITION:

The Company has been included in the list of Top 500 companies on BSE Limited & NSE based on market capitalization.

ACKNOWLEDGEMENT

The Directors place on record their appreciation to all those people, who have so willingly placed their trust in the Company & the Management and to more than one million customers across all area under our operations, who have given the Company an opportunity to serve them.

It is worth mentioning that, working with many NBFC-MFIs, NBFCs and HFCs has been a very encouraging experience especially in being catalyst to their sustainability and growth. The Company looks forward to further strengthening the synergies.

The entire MAS Team deserves the appreciation for their sincere efforts and determination to excel. The core team of MAS plays a pivotal role in articulating and implementing the strategic decisions and thus contributing to the development of the company. I take this opportunity to express my heartfelt appreciation for their continuous support, hard work and dedication.

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

Best Wishes,

For and on behalf of the Board of Directors of

MAS FINANCIAL SERVICES LIMITED

KAMLESH C. GANDHI MUKESH C. GANDHI

Chairman and Managing Director Whole time

(DIN: 00044852) Director & CFO

(DIN: 00187086)

Place : Ahmedabad

Date : 8^th May, 2019

---

Mar 31, 2018

To,

The Members,

MAS FINANCIAL SERVICES LTD

Ahmedabad

The Directors are happy to present the 23^rd ANNUAL REPORT of your Company together with the Audited Accounts drawn for the year ended on 31^st March 2018.

FINANCIAL RESULTS:

(Rs. in Lakhs)

	Standalone		Consolidated
Particulars	Year Ended on 31st March 2018	Year Ended on 31st March 2017	Year Ended on 31st March 2018	Year Ended on 31st March 2017
Revenue from Operations	42,618.94	34,063.15	45,302.10	36,374.62
Other Income	168.31	88.56	194.15	95.57
Total Income	42,787.25	34,151.71	45,496.25	36,470.19
Total Expenditure	26,981.89	23,844.55	29,353.29	25,871.29
Profit Before Tax	15,805.36	10,307.16	16,142.96	10,598.90
Provision for Taxation (Including Current tax, Deferred Tax & Income Tax of earlier Years)	5,467.94	3,569.93	5,561.07	3,666.98
Net Profit	10,337.42	6,737.23	-	-
Net Profit after profit attributable to minority shareholders	-	-	10,480.97	6,853.28
Profit Brought Forward	8,166.76	5776.84	8,455.75	5,988.62
Profit Available for Appropriation	18,504.18	11,377.69	18,914.53	11,705.52
APPROPRIATIONS:
Transfer to Statutory Reserve	2,067.48	1,347.45	2,114.15	1, 386.31
Interim Dividend on Equity Shares	819.93	1,250.01	819.93	1,250.01
Interim Dividend on Preference Shares	13.14	299.57	13.14	299.56
Dividend on Preference Shares	28.95	-	28.95	-
Dividend distribution tax on Preference Shares	8.57	59.38	8.57	59.38
Dividend distribution tax on Equity Shares	166.95	254.52	168.00	254.51
Surplus Balance carried to Balance Sheet	15,399.16	8,166.76	15,761.79	8,455.75

BUSINESS PERFORMANCE:

In the year 2017-18 the Company crossed Rs.4,000 crore AUM, registering a robust growth of 30.36% on YoY basis. Asset under Management is Rs.4,114.45 Crore (Previous year Rs.3,156.14 Crore).

The gross income realized by the company is Rs.427.87 Crore (Previous year Rs.341.51 Crore) comprising of income from operations and other income. Net Profit after tax is Rs.103.37 Crore (Previous year Rs.67.37 Crore), registering a robust growth of 25.29% and 53.44% respectively over the previous year. The Earning per share is Rs.20.94 (Previous year Rs.15.85)

PROSPECTS AND DEVELOPMENTS:

There is a very huge market to be served, which needs an efficient last mile delivery of credit, thus creating enormous opportunity for all the financial institutions and NBFCs in special.

The company continues to pursue the strategy of being multi product and multi locational, thus giving the distinct edge from the risk management and scalability perspective. The focus across the product is of catering to the lower and the middle income segment, which is the key driver of our economy.

SMALL AND MEDIUM ENTERPRISE LOAN:

Introduction of machinery and working capital loans to the SME from the last year has shown lot of promise. We are in the process of understanding the segment and are keen to add value to all such small and medium enterprises by extending the most efficient financial services.

In consonance to our policy of building up quality assets, we are confident of creating inroads in this market too. The focus remains on states of operation namely Gujarat and Maharashtra. We intend to expand our reach to Madhya Pradesh and Rajasthan from this year.

TWO WHEELER AND COMMERCIAL VEHICLE FINANCING:

We continue to focus on Two wheeler and Commercial Vehicle financing and we adopt such business models which generates required return on assets and the quality portfolio. While the company is keen to increase this portfolio, the endeavor will be to balance between yields, asset quality and growth. We are confident that as we spread to newer geographies within our distribution network, we will be achieving the desired objective.

HOUSING FINANCE:

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

The company has 69 branches Pan India as on 31^st March 2018. It is worth mentioning that despite of credit worthy customer class, ascertaining the title of the property remains a challenging job. The company is actively involved with all the stake holders to smoothen the process and is assertive in getting the right set of documents.

We will endeavour relentlessly and are confident of creating a quality portfolio and add value to the ecosystem we work in.

DISTRIBUTION NETWORK:

In continuation of our last year’s efforts the process of expanding its operations in the region of Rajasthan, Maharashtra, besides Gujarat is in progress. The Company has expanded its operations in Madhya Pradesh beyond Indore to Bhopal, Gwalior and Jabalpur and also started operations at four other locations namely Ratlam, Guna, Sagar, and Satna. In Tamilnadu it operates through its Chennai and Coimbatore branches and Karnataka through its Bengaluru (Bangalore) and Hubli branches, taking the tally of the branches to 77 and the total centers covered are more than 3,300 in numbers.

PARTNERING WITH REGIONAL NBFCS AND NBFC-MFIS:

Over the period of last 8 years of our working with this sector, our belief is further strengthened, that financial inclusion in a country like India is a function of efficient last mile delivery of credit, for which a very robust value chain has to be nurtured and developed. NBFCs in special play a pivotal role in this value chain.

Partnering with regional NBFCs and NBFC-MFIs for distribution of various products and providing them the line of credit also remains one of the major business plans. We firmly believe that the players having proximity to the region are the most potential organization in the last mile delivery of credit. We not only fund them but also share with them the domain expertise, which the company possesses through its vintage of more than two decades. we continue to get encouraging response from our entire partner NBFCs and are keen to leverage the relationships for mutual benefits. Currently we have very strong relationships with more than 100 such organizations.

RESOURCES:

HUMAN RESOURCE MANAGEMENT AT MAS:

Human Resource Management plays a very important role in realizing the Company’s objective. The Company is managed by the active involvement of the promoters along with strategic inputs from a well-diversified and competent board.

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

I trust with all the above qualities accompanied by the determination to excel, this team forms a formidable second line of management at MAS.

Your company will always strive to strengthen this most important resource in its quest to have enabling human capital.

CAPITAL MANAGEMENT:

I am delighted to share with you the stupendous success of the Initial Public Offering of your company. As shared with you the last time the offer was of Rs.460.04 crore. After the pre IPO placement of Rs.135 crore. The issue was subscribed close to 129 times and got listed at the premium of more than 40%. This was the most humbling experience and the respect accorded to the company by the investors across all the categories to say the least. The company in tandem with its philosophy of pursuing the mission of Excellence through Endeavours will strive to maximize the shareholders’ value.

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

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

Your Company continues to command the respect and the confidence of Bankers as their extended channel in their task of providing efficient delivery of credit. The company acknowledges the constructive support of the Investors and consortium member banks.

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

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as “Annexure-A”.

BOARD MEETINGS HELD DURING THE YEAR:

The Company had fourteen Board Meetings during the financial year under review.

Sr. No.	Date on which board Meetings were held	Total Strength of the Board	No of Directors Present
1	17.05.2017	6	6
2	21.06.2017	6	6
3	07.07.2017	6	5
4	29.07.2017	6	6
5	24.08.2017	6	6
6	12.09.2017	6	6
7	13.09.2017	6	6
8	21.09.2017	6	6
9	25.09.2017	6	6
10	11.10.2017	6	6
11	08.11.2017	6	5
12	06.12.2017	6	5
13	24.01.2018	6	6
14	26.02.2018	6	6

DIRECTORS’ RESPONSIBILITY STATEMENT

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

b) The directors 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) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The directors had prepared annual accounts on a going concern basis.

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

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

COMPANY’S POLICY RELATING TO DIRECTORS 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 - B”

SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31^st March 2018 given by Ravi Kapoor & Associates, Practicing Company Secretary is annexed to this Report. The Secretarial Audit Report for the year under review is self-explanatory and does not contain any qualification. “Annexure - C”

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

The Company has received declarations from Mr. Bala Bhaskaran, Mr. Chetan Shah, and Mr. Umesh Shah that they meet with the criteria of independence as prescribed under Sub-section (6) of Section 149 of the Companies Act, 2013.

MATTERS AS PRESCRIBED UNDER SUBSECTIONS (1) AND (3) OF SECTION 178 OF THE COMPANIES ACT, 2013:

The Company constituted its Nomination Committee on 23^rd December 2010 and the nomenclature of the Nomination committee was changed to “Nomination and Remuneration Committee” on 20^th March 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 and one whole time director. 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 copy of Nomination and Remuneration policy is available at the Website of the Company i.e. www.mas.co.in/policy.html

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

(i) By the auditor in his report;

There is no qualification, reservation or adverse remark or disclaimer in audit report issued by the auditors of the Company.

(ii) By the company secretary in practice in his secretarial audit report;

There is no qualification, reservation or adverse remark or disclaimer in secretarial audit report issued by the company secretary in practice.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Since the Company is Non-Banking Financial Company registered with the RBI, the disclosures pertaining to Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are not applicable.

PARTICULARS CONTRACTS OR arrangements with RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188:

All Contracts / Arrangements / Transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arm’s length basis except execution of Amenities Agreement with the Subsidiary Company. Particulars of such related party transactions described in Form AOC-2 which is annexed herewith as “Annexure - D”.

The board has approved a policy for related party transactions which has been hosted on the web Site of the Company. The web-link for the same is https://mas.co.in/policy.html. 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 Director with the company during the year under review.

STATUTORY RESERVE:

During the year under review Rs.20.67 crore transferred to statutory reserve under Section 45 IC of RBI Act, 1934.

DIVIDEND

The company has paid Interim Dividend on 400 - 9.75% Compulsory Convertible Cumulative Preference Share having face value of Rs.1,00,000/- aggregating to Rs.13,14,245/-(Rupees Thirteen Lakh Fourteen Thousand Two Hundred and Forty Five only) during the year.

The Company has also paid an interim dividend of Rs.1.50/-(One Rupee Fifty Paise only) per share on 5,46,62,043 Equity Shares of Rs.10/- fully paid up aggregating to Rs.8,19,93,064.5 (Rupees Eight Crore Nineteen Lakh Ninety Three Thousand Sixty Four Rupees and Fifty Paise only).

The Board of Directors of the Company has proposed a Final Dividend of Rs.2.16/- (Two Rupee Sixteen Paise Only) per share on 5,46,62,043 Equity Shares of Rs.10/- fully paid up aggregating to Rs.11,80,70,012.88 (Rupees Eleven Crore Eighty Lakh Seventy Thousand Twelve Rupees and Eighty Eight Paise only)

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

There are 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 is 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 NPA of the Company is 0.91% of Asset under Management.

The Company has formulated and implemented Risk Management policy. In the opinion of the Board there is no element of Risk which threatens the existence of the Company. The web-link for the same is https://mas.co.in/ policy.html

CSR POLICY

As a part of CSR initiative, the CSR Committee has decided to identify the eligible students to whom the company can support in pursuing their higher studies. The Committee has already identified 162 bright students from 30 Schools who have completed their 8th Standard and wish to pursue their higher studies but are financially challenged and cannot afford basic requirements. The Company has and would sponsor their fees, school bags, stationeries, and uniforms for undergoing higher studies. Company is trying to add more and more students to ensure that benefits reaches directly to the needed students and the process is likely to take some more time to enable the Company to spend the entire required amount to be spend for CSR as per the provisions of Companies Act, 2013.

The board has approved a policy for related party transactions which has been hosted on the web Site of the Company. The web-link for the same is https://mas.co.in/policy.html

The CSR Report pursuant to Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, is annexed as “Annexure - E” to this Report.

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

Pursuant to the provisions of Section 134(3)(p) the Companies Act, 2013 the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A 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, Board culture, execution and performance of specific duties, obligations and governance.

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.

(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 VENTURES COMPANIES:

The Company has only one subsidiary company i.e. Mas Rural Housing and Mortgage Finance 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.

PARTICULARS OF EMPLOYEES:

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

THE CHANGE IN NATURE OF BUSINESS:

There are 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.

PUBLIC DEPOSITS

The Company has not accepted deposit from public during the year and there was no deposit outstanding on 31^st March 2018.

CAPITAL

During the year the company have raise fund via Initial Public Offering of 1,00,39,277 Equity Shares (comprising of Fresh issue of 50,92,829 Equity Shares and Offer for sale of 49,46,448 Equity Shares) of face value of Rs.10 each.

The Net worth of the Company as on 31^st March 2018 is Rs.713.92 crore inclusive of Rs.54.66 crore Equity Share Capital.

STATUTORY COMPLIANCE:

The Company has made necessary provisions towards nonperforming assets, fully complying with the provisioning requirement of the Prudential Norms prescribed by Reserve Bank of India. The company has also complied with the directions issued by Reserve Bank of India regarding Capital Adequacy, Asset classification and provisioning norms.

MATERIAL ORDER PASSED REGULATORS / COURTS / TRIBUNALS

There was no material order passed by Regulators / Courts / Tribunals during the year under review.

ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 re-emphasizes the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. The Company has devised proper system of internal financial control which is commensurate with size and nature of Business. Even, the Board has appointed M/s. Arijeet Gandhi & Associates, Chartered Accountants as an 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.

AUDITORS:

The term of M/s. Deloitte Haskins & Sells, Statutory Auditors of the Company is expiring at the ensuing Annual General Meeting of the Company and therefore the Company has appointed M/s. B S R & Co. LLP, Chartered Accountants, Ahmedabad as the Statutory Auditors of the Company till the ensuing Annual General Meeting of the Company subject to the approval of the Members of the Company.

The Resolution for their appointment has been mentioned in the Notice of the Annual General Meeting.

The Board placed appreciation of M/s. Deloitte Haskins & Sells for their work during their tenure.

DIRECTORS AND KMP:

Pursuant to the provisions of Section 196, 197 read with Schedule V 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. Kamlesh Gandhi, Managing Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible offers himself for reappointment.

Subject to the approval of the members in the annual general meeting, the Board of Directors recommends re-appointment of Mr. Kamlesh Gandhi, as director liable to retire by rotation.

During the year under review, the appointment of Mrs. Darshana Pandya, Director & Chief Operating Officer and Mr. Umesh Shah, Independent Director of the Company was regularized at the 22^nd Annual General Meeting of the Company held on 21^st June 2017.

Further, during the year Mr. Nirav Patel, Company Secretary and Compliance Officer of the Company resigned from his office w.e.f. 26^th February 2018 and Ms. Riddhi Bhayani was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 26^th February 2018.

REPORTS ON MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE:

As required under the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, management discussion and analysis and corporate governance report are annexed as “Annexure - H” and “Annexure - I” respectively to this Report.

SEXUAL HARASSMENT OF wOMEN AT wORKPLACE:

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

We have also constituted a Special Complaints Committee to consider and address sexual harassment complaints in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no incidences of sexual harassment reported. The web-link for the same is https://mas.co.in/policy.html

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:

The Audit Committee consists of the following members:

a) Mr. Bala Bhaskaran (Independent Director) - Chairman

b) Mr. Chetan Shah (Independent Director)- Member

c) Mr. Umesh Shah (Independent Director)- Member

The Company has established a vigil mechanism and overseas through the Committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The board has approved a policy for related party transactions which has been hosted on the website of the Company. The web-link for the same is https://mas.co.in/policy.html

DISCLOSURES PURSUANT TO RBI MASTER DIRECTION:

The disclosures pursuant to Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016, is annexed herewith as “Annexure-J”

ACKNOWLEDGEMENT

The Directors place on record their appreciation to all those people, who have so willingly placed their trust in the company & management and to more than one million customers across all area under our operation, who have given the company an opportunity to serve them.

It is worth mentioning that, working with many NBFC-MFIs, NBFCs and HFCs has been a very encouraging experience especially in being catalyst to their sustainability and growth. The company looks forward to further strengthening the synergies.

The entire MAS Team deserves the appreciation for their sincere efforts and determination to excel. The core team of MAS plays a pivotal role in articulating and implementing the strategic decisions and thus contributing to the development of the company. I take this opportunity to express my heartfelt appreciation for their continuous support, hard work and dedication.

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

For and on behalf of the Board of Directors of

MAS Financial Services Limited

Mukesh C. Gandhi Kamlesh C. Gandhi

Whole time Director & CFO Chairman and

(DIN: 00187086) Managing Director

(DIN: 00044852)

Place : Ahmedabad

Date : 28^th May 2018

---

Mar 31, 2015

Directors’ Report

To,

The Members,

MAS financial SERVICES LTD Ahmedabad.

The Directors are happy to present the 23^rd ANNUAL REPORT of your Company together with the Audited Accounts drawn for the year ended on 31^st March 2018.

FINANCIAL RESULTS:

(Rs, in Lakhs)

	Standalone		Consolidated
Particulars	Year Ended on 31st March 2018	Year Ended on 31st March 2017	Year Ended on 31st March 2018	Year Ended on 31st March 2017
Revenue from Operations	42,618.94	34,063.15	45,302.10	36,374.62
Other Income	168.31	88.56	194.15	95.57
Total Income	42,787.25	34,151.71	45,496.25	36,470.19
Total Expenditure	26,981.89	23,844.55	29,353.29	25,871.29
Profit Before Tax	15,805.36	10,307.16	16,142.96	10,598.90
Provision for Taxation (Including Current tax, Deferred Tax & Income Tax of earlier Years)	5,467.94	3,569.93	5,561.07	3,666.98
Net Profit	10,337.42	6,737.23	-	-
Net Profit after profit attributable to minority shareholders	-	-	10,480.97	6,853.28
Profit Brought Forward	8,166.76	5776.84	8,455.75	5,988.62
Profit Available for Appropriation	18,504.18	11,377.69	18,914.53	11,705.52
APPROPRIATIONS:
Transfer to Statutory Reserve	2,067.48	1,347.45	2,114.15	1, 386.31
Interim Dividend on Equity Shares	819.93	1,250.01	819.93	1,250.01
Interim Dividend on Preference Shares	13.14	299.57	13.14	299.56
Dividend on Preference Shares	28.95	-	28.95	-
Dividend distribution tax on Preference Shares	8.57	59.38	8.57	59.38
Dividend distribution tax on Equity Shares	166.95	254.52	168.00	254.51
Surplus Balance carried to Balance Sheet	15,399.16	8,166.76	15,761.79	8,455.75

PROSPECTS AND DEVELOPMENTS:

There is a very huge market to be served, which needs an efficient last mile delivery of credit, thus creating enormous opportunity for all the financial institutions and NBFCs in special.

The company continues to pursue the strategy of being multi product and multi locational, thus giving the distinct edge from the risk management and scalability perspective. The focus across the product is of catering to the lower and the middle income segment, which is the key driver of our economy.

BUSINESS PERFORMANCE:

In the year 2017-18 the Company crossed Rs, 4,000 crore AUM, registering a robust growth of 30.36% on YoY basis. Asset under Management is Rs, 4,114.45 Crore (Previous year Rs, 3,156.14 Crore).

The gross income realized by the company is Rs, 427.87 Crore (Previous year Rs, 341.51 Crore) comprising of income from operations and other income. Net Profit after tax is Rs, 103.37 Crore (Previous year Rs, 67.37 Crore), registering a robust growth of 25.29% and 53.44% respectively over the previous year. The Earning per share is Rs, 20.94 (Previous year Rs, 15.85)

SMALL AND MEDIUM ENTERPRISE LOAN:

Introduction of machinery and working capital loans to the SME from the last year has shown lot of promise. We are in the process of understanding the segment and are keen to add value to all such small and medium enterprises by extending the most efficient financial services.

In consonance to our policy of building up quality assets, we are confident of creating inroads in this market too. The focus remains on states of operation namely Gujarat and Maharashtra. We intend to expand our reach to Madhya Pradesh and Rajasthan from this year.

TWO WHEELER AND COMMERCIAL VEHICLE FINANCING:

We continue to focus on Two wheeler and Commercial Vehicle financing and we adopt such business models which generates required return on assets and the quality portfolio. While the company is keen to increase this portfolio, the endeavor will be to balance between yields, asset quality and growth. We are confident that as we spread to newer geographies within our distribution network, we will be achieving the desired objective.

HOUSING FINANCE:

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

The company has 69 branches Pan India as on 31^st March

2018. It is worth mentioning that despite of credit worthy customer class, ascertaining the title of the property remains a challenging job. The company is actively involved with all the stake holders to smoothen the process and is assertive in getting the right set of documents.

We will endeavour relentlessly and are confident of creating a quality portfolio and add value to the ecosystem we work in.

DISTRIBUTION NETWORK:

In continuation of our last year''s efforts the process of expanding its operations in the region of Rajasthan, Maharashtra, besides Gujarat is in progress. The Company has expanded its operations in Madhya Pradesh beyond Indore to Bhopal, Gwalior and Jabalpur and also started operations at four other locations namely Ratlam, Guna, Sagar, and Satna. In Tamilnadu it operates through its Chennai and Coimbatore branches and Karnataka through its Bengaluru (Bangalore) and Hubli branches, taking the tally of the branches to 77 and the total centers covered are more than 3,300 in numbers.

partnering with regional and NBFC-MFIS:

Over the period of last 8 years of our working with this sector, our belief is further strengthened, that financial inclusion in a country like India is a function of efficient last mile delivery of credit, for which a very robust value chain has to be nurtured and developed. NBFCs in special play a pivotal role in this value chain.

Partnering with regional NBFCs and NBFC-MFIs for distribution of various products and providing them the line of credit also remains one of the major business plans. We firmly believe that the players having proximity to the region are the most potential organization in the last mile delivery of credit. We not only fund them but also share with them the domain expertise, which the company possesses through its vintage of more than two decades. we continue to get encouraging response from our entire partner NBFCs and are keen to leverage the relationships for mutual benefits. Currently we have very strong relationships with more than 100 such organizations.

RESOURCES:

HUMAN RESOURCE MANAGEMENT AT MAS:

Human Resource Management plays a very important role in realizing the Company''s objective. The Company is managed by the active involvement of the promoters along with strategic inputs from a well-diversified and competent board.

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

I trust with all the above qualities accompanied by the determination to excel, this team forms a formidable second line of management at MAS.

Your company will always strive to strengthen this most important resource in its quest to have enabling human capital.

CAPITAL MANAGEMENT:

I am delighted to share with you the stupendous success of the Initial Public Offering of your company. As shared with you the last time the offer was of Rs, 460.04 crore. After the pre IPO placement of Rs, 135 crore. The issue was subscribed close to 129 times and got listed at the premium of more than 40%. This was the most humbling experience and the respect accorded to the company by the investors across all the categories to say the least. The company in tandem with its philosophy of pursuing the mission of Excellence through Endeavors will strive to maximize the shareholders'' value.

Company at the end of the financial year and of the profit and loss of the Company for the year under review.

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The directors had prepared annual accounts on a going concern basis.

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

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

COMPANY''S POLICY RELATING TO DIRECTORS 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 - B"

SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31^st March 2018 given by Ravi Kapoor & Associates, Practicing Company Secretary is annexed to this Report. The Secretarial Audit Report for the year under review is self-explanatory and does not contain any qualification. "Annexure - C"

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

The Company has received declarations from Mr. Bala Bhaskaran, Mr. Chetan Shah, and Mr. Umesh Shah that they meet with the criteria of independence as prescribed under Sub-section (6) of Section 149 of the Companies Act, 2013.

MATTERS AS PRESCRIBED UNDER SUBSECTIONS (1) AND (3) OF SECTION 178 OF THE COMPANIES ACT, 2013:

The Company constituted its Nomination Committee on 23^rd December 2010 and the nomenclature of the Nomination committee was changed to "Nomination and Remuneration Committee" on 20^th March 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 and one whole time director. The powers and function of the Nomination and Remuneration Committee is stated in the

DIRECTORS'' RESPONSIBILITY STATEMENT

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

b) The directors 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

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

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

Your Company continues to command the respect and the confidence of Bankers as their extended channel in their task of providing efficient delivery of credit. The company acknowledges the constructive support of the Investors and consortium member banks.

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

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure-A".

BOARD MEETINGS HELD DURING THE YEAR:

The Company had fourteen Board Meetings during the financial year under review.

Sr. No.	Date on which board Meetings were held	Total Strength of the Board	No of Directors Present
1	17.05.2017	6	6
2	21.06.2017	6	6
3	07.07.2017	6	5
4	29.07.2017	6	6
5	24.08.2017	6	6
6	12.09.2017	6	6
7	13.09.2017	6	6
8	21.09.2017	6	6
9	25.09.2017	6	6
10	11.10.2017	6	6
11	08.11.2017	6	5
12	06.12.2017	6	5
13	24.01.2018	6	6
14	26.02.2018	6	6

The Company has also paid an interim dividend of Rs, 1.50/-(One Rupee Fifty Paise only) per share on 5,46,62,043 Equity Shares of Rs, 10/- fully paid up aggregating to Rs, 8,19,93,064.5 (Rupees Eight Crore Nineteen Lakh Ninety Three Thousand Sixty Four Rupees and Fifty Paise only).

The Board of Directors of the Company has proposed a Final Dividend of Rs, 2.16/- (Two Rupee Sixteen Paise Only) per share on 5,46,62,043 Equity Shares of Rs, 10/- fully paid up aggregating to Rs, 11,80,70,012.88 (Rupees Eleven Crore Eighty Lakh Seventy Thousand Twelve Rupees and Eighty Eight Paise only)

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

There are 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 is 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 NPA of the Company is 0.91% of Asset under Management.

The Company has formulated and implemented Risk Management policy. In the opinion of the Board there is no element of Risk which threatens the existence of the Company. The web-link for the same is https://mas.co.in/policy.html

CSR POLICY

As a part of CSR initiative, the CSR Committee has decided to identify the eligible students to whom the company can support in pursuing their higher studies. The Committee has already identified 162 bright students from 30 Schools who have completed their 8th Standard and wish to pursue their

Nomination and Remuneration Committee Charter of MAS FINANCIAL SERVICES LIMITED. The copy of Nomination and Remuneration policy is available at the Website of the Company i.e. www.mas.co.in/policy.html

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

(i) By the auditor in his report;

There is no qualification, reservation or adverse remark or disclaimer in audit report issued by the auditors of the Company.

(ii) By the company secretary in practice in his secretarial audit report;

There is no qualification, reservation or adverse remark or disclaimer in secretarial audit report issued by the company secretary in practice.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Since the Company is Non-Banking Financial Company registered with the RBI, the disclosures pertaining to Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are not applicable.

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

All Contracts / Arrangements / Transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arm''s length basis except execution of Amenities Agreement with the Subsidiary Company. Particulars of such related party transactions described in Form AOC-2 which is annexed herewith as '' Annexure - D”.

The board has approved a policy for related party transactions which has been hosted on the web Site of the Company. The web-link for the same is https://mas.co.in/policy.html. 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 Director with the company during the year under review.

STATUTORY RESERVE:

During the year under review Rs, 20.67 crore transferred to statutory reserve under Section 45 IC of RBI Act, 1934.

DIVIDEND

The company has paid Interim Dividend on 400 - 9.75% Compulsory Convertible Cumulative Preference Share having face value of Rs, 1,00,000/- aggregating to Rs, 13,14,245/-(Rupees Thirteen Lakh Fourteen Thousand Two Hundred and Forty Five only) during the year.

(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 VENTURES COMPANIES:

The Company has only one subsidiary company i.e. Mas Rural Housing and Mortgage Finance 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.

PARTICULARS OF EMPLOYEES:

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

THE CHANGE IN NATURE OF BUSINESS:

There are 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.

PUBLIC DEPOSITS

The Company has not accepted deposit from public during the year and there was no deposit outstanding on 31^stMarch 2018.

CAPITAL

During the year the company have raise fund via Initial Public Offering of 1,00,39,277 Equity Shares (comprising of Fresh issue of 50,92,829 Equity Shares and Offer for sale of 49,46,448 Equity Shares) of face value of Rs, 10 each.

The Net worth of the Company as on 31^st March 2018 is Rs, 713.92 crore inclusive of Rs, 54.66 crore Equity Share Capital.

STATUTORY COMPLIANCE:

The Company has made necessary provisions towards nonperforming assets, fully complying with the provisioning requirement of the Prudential Norms prescribed by Reserve Bank of India. The company has also complied with the directions issued by Reserve Bank of India regarding Capital Adequacy, Asset classification and provisioning norms.

MATERIAL ORDER PASSED REGULATORS / COURTS / TRIBUNALS

There was no material order passed by Regulators / Courts / Tribunals during the year under review.

higher studies but are financially challenged and cannot afford basic requirements. The Company has and would sponsor their fees, school bags, stationeries, and uniforms for undergoing higher studies. Company is trying to add more and more students to ensure that benefits reaches directly to the needed students and the process is likely to take some more time to enable the Company to spend the entire required amount to be spend for CSR as per the provisions of Companies Act, 2013.

The board has approved a policy for related party transactions which has been hosted on the web Site of the Company. The web-link for the same is https://mas.co.in/policy.html

The CSR Report pursuant to Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, is annexed as "Annexure - E" to this Report.

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

Pursuant to the provisions of Section 134(3)(p) the Companies Act, 2013 the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A 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, Board culture, execution and performance of specific duties, obligations and governance.

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.

(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;

REPORTS ON MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE:

As required under the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, management discussion and analysis and corporate governance report are annexed as "Annexure - H" and "Annexure - I" respectively to this Report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

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

We have also constituted a Special Complaints Committee to consider and address sexual harassment complaints in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no incidences of sexual harassment reported. The web-link for the same is https://mas.co.in/policy.html

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:

The Audit Committee consists of the following members:

a) Mr. Bala Bhaskaran (Independent Director) - Chairman

b) Mr. Chetan Shah (Independent Director)- Member

c) Mr. Umesh Shah (Independent Director)- Member

The Company has established a vigil mechanism and overseas through the Committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The board has approved a policy for related party transactions which has been hosted on the website of the Company. The web-link for the same is https://mas.co.in/policy.html

DISCLOSURES PURSUANT TO RBI MASTER DIRECTION:

The disclosures pursuant to Non-Banking Financial Company

- Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016, is annexed herewith as "Annexure-J”

ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 re-emphasizes the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. The Company has devised proper system of internal financial control which is commensurate with size and nature of Business. Even, the Board has appointed M/s. Arijeet Gandhi & Associates, Chartered Accountants as an 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. AUDITORS:

The term of M/s. Deloitte Haskins & Sells, Statutory Auditors of the Company is expiring at the ensuing Annual General Meeting of the Company and therefore the Company has appointed M/s. B S R & Co. LLP, Chartered Accountants, Ahmedabad as the Statutory Auditors of the Company till the ensuing Annual General Meeting of the Company subject to the approval of the Members of the Company.

The Resolution for their appointment has been mentioned in the Notice of the Annual General Meeting.

The Board placed appreciation of M/s. Deloitte Haskins & Sells for their work during their tenure.

DIRECTORS AND KMP:

Pursuant to the provisions of Section 196, 197 read with Schedule V 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. Kamlesh Gandhi, Managing Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible offers himself for reappointment.

Subject to the approval of the members in the annual general meeting, the Board of Directors recommends re-appointment of Mr. Kamlesh Gandhi, as director liable to retire by rotation.

During the year under review, the appointment of Mrs. Darshana Pandya, Director & Chief Operating Officer and Mr. Umesh Shah, Independent Director of the Company was regularized at the 22^nd Annual General Meeting of the Company held on 21^st June 2017.

Further, during the year Mr. Nirav Patel, Company Secretary and Compliance Officer of the Company resigned from his office w.e.f. 26^th February 2018 and Ms. Riddhi Bhayani was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 26^th February 2018.

acknowledgement

The Directors place on record their appreciation to all those people, who have so willingly placed their trust in the company & management and to more than one million customers across all area under our operation, who have given the company an opportunity to serve them.

It is worth mentioning that, working with many NBFC-MFIs, NBFCs and HFCs has been a very encouraging experience especially in being catalyst to their sustainability and growth. The company looks forward to further strengthening the synergies.

The entire MAS Team deserves the appreciation for their sincere efforts and determination to excel. The core team of MAS plays a pivotal role in articulating and implementing the strategic decisions and thus contributing to the development of the company. I take this opportunity to express my heartfelt appreciation for their continuous support, hard work and dedication.

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

For and on behalf of the Board of Directors of MAS

Financial Services Limited

Mukesh C. Gandhi Kamlesh C. Gandhi

Whole time Director & CFO Chairman and

(DIN: 00187086) Managing Director

(DIN: 00044852)

Place : Ahmedabad

Date : 28^th May 2018

---

Mar 31, 2011

To The Members of MAS FINANCIAL 5ERVICE5 LTD.

The Directors are happy to present the Sixteenth ANNUAL REPORT of your Company together with the Audited Accounts drawn for the year ended on 31st March 2011.

FINANCIAL RE5ULT5:

Particulars Year Ended31/03/ll Year Ended31/03/10 RUPEE5 RUPEE5

Interest on Loans to Customers (Net) 782,603,785 536,725,077

Income From Operations & Other Income 124,188,812 105,843,747

Total Income 906,792,597 702,568,824

Total Expenditure 660,548,415 501,607,472

Profit Before Exceptional Item 246,244,182 200,961,352

Contingent Provision against 5tandard Assets 8,845,124 _

Profit Before Tax 237,399,058 200,961,352

Provision for Taxation (Including Deferred Tax, Fringe

Benefit Tax & Income Tax of earlier years) 79,589,861 68,767,730

Profit After Taxes 157,809,197 132,193,622

Short Provision for taxation of earlier years 570,139 97,531

Net Profit 157,239,058 132,096,091

Profit Brought Forward 16,850,058 16,578,450

Profit Available for Appropriation 174,089,116 148,674,541

APPROPRIATIONS:

Transfer to Statutory Reserve 31,447,812 26,419,218

Interim Dividend 6,175,000 _

Proposed Dividend 75,017,263 76,204,763

Corporate Tax on Dividend 13,485,022 12,951,002

Transfer to General Reserve 7,862,000 _

Transfer to Capital Redemption Reserve 5,418,167 16,249,500

Surplus Balance carried to Balance Sheet 34,683,852 16,850,058

174089116 148,674,541

BU5INE55 PERFORMANCE:

In the year 2010-11 the company continues to grow at an impressive rate of 32% in AUM and 20% in terms of PAT, evident from the financial presented above. The gross income realized by the company is Rs. 90.68 Crore (Previous year Rs. 70.26Crore) comprising of Interest Income on Loans to customers.

Net Profit after tax is Rs.15.72 Crore (Previous year 13.21 Crore). Asset under management is Rs. 511.84Crore (Previous year Rs.388.47 Crore). This year''s performance sets the stage for the further growth in AUM accompanied by increased geographical presence.

PROSPECTS AND DEVELOPMENTS:

The policy of the company to be catalyst in financial inclusion continues to be the key driver of growth. Various products ranging from MSME (Micro, Small and Medium Enterprises) Loans to Home Loans (through its subsidiary MRHMFL) caters to the various needs of the vast section of the society. „ This is a very huge market to be served, which needs an efficient last mile delivery of credit, thus creating enormous opportunity for all the financial institutions and NBFCs in special.

The company has consolidated its operations in the region of Rajasthan, Maharashtra besides Gujarat. The company has started its operations in Madhya Pradesh - Indore and Tamilnadu- Chennai in the current financial year. The company expects a good volume of business from these regions.

Your company is in constant quest to execute the detail plans drawn to explore the available opportunity. An immaculate execution skill is the key to bring about efficient delivery of the financial services, which ensures affordability to the end user. The financial inclusion agenda is incomplete, without the element of affordability imbibed in the same. Your company being aware of the above fact is constantly on the drive to provide affordable financial services. Your company''s expertise over nearly two decades confers a unique positioning in this space.

The confidence of the Company''s management to emerge as a very significant player in the industry stems out of the following facts:

- Large customer base,

- Knowledge of the local market,

- Large dealers'' network,

- Established name presence,

- Well-developed organization channel,

- Thrust on creating and maintaining quality portfolio

- Constant endeavour to develop its human resources

- Willingness to re-strategize to keep pace with the developments.

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

RESOURCES:

The company is in process to raise the requisite capital and is in advance negotiation with few investors, your company would like to associate with such investors, who understand the dynamics of the business and are capable of being catalyst to the company''s growth.

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

your Company continues to command the respect and the confidence of Bankers as their extended channel in their task of providing efficient delivery of credit. The company acknowledges the constructive support of the Investors and consortium member banks.

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 company achieved almost 94% recovery, with overdue of 6% only. It may be noted that the above-mentioned 6% debtors are under strictest surveillance of follow up. The NPA Accounts of the company is Rs. 3.43 Crore which is approximately 0.67% of Credit exposure which includes managed portfolio.

CAPITAL

The Net owned fund of the company as on 31st March 2011 is Rs. 116.50 Cr. inclusive of Rs. 9.50 Cr. Equity Share Capital.

DIVIDEND

Your Company has paid an Interim Dividend of 13.25% in the year 2010-11. To preserve and maintain adequate amount of reserves for the better performance of the Company, the Board does not propose any final dividend for the year ended on 31st March, 2011.

STATUTORY COMPLIANCE:

The Company has made necessary provisions towards non-performing assets, fully complying with the provisioning requirement of the Prudential Norms prescribed by Reserve Bank of India. The company has also complied with the directions issued by Reserve Bank of India regarding Capital Adequacy, Asset classification and provisioning norms.

INSURANCE:

The assets of your Company have been adequately insured.

LEGISLATIVE AND REGULATORY ISSUES *

It has always been very challenging for the NBFC sector since long to get an enabling situation for growth. However, the sector has always emerged stronger, despite of various discriminations. This confirms the basic reality on the ground that, the last mile credit delivery provided by NBFCs is of paramount importance, to say the least. However, we trust and believe; that, all the stakeholders and regulators in particular will accord due importance to the sector and create an enabling situation for the NBFCs to grow, which in turn will promote inclusive growth.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217{2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, the Directors confirm that:

1. In the preparation of the annual accounts for the Financial year ended 31st March, 2011 the applicable accounting standards have been followed.

2. Appropriate accounting policies have been selected and applied consistently and have 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 31st March, 2011 and of the profit for the period from 1st April, 2010 to 31st March, 2011.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The annual accounts for the financial year ended 31st March 2011 have been prepared on a "Going Concern Basis"1.

STATUTORY INFORMATION

Particulars of Employees

The information as required Under Section 217 (2A) of the Companies Act, 1956 read with the companies (Particulars of Employee) Rules, 1975, is NIL.

Conservation of Energy. Technology Absorption. Foreign Exchange Earnings and outgo:

The Company has no activities relating to Conservation of energy or Technology Absorption. The company has no Foreign Exchange earnings and outflow.

AUDITORS:

M/s. Deloitee Haskins & Sell, auditors of the Company retire at the ensuring Annual General Meeting of the company and are eligible for reappointment. The members are requested to consider their reappointment for the financial year 2011-12.

DIRECTORS:

As per the provision of section 256 of the Companies Act, 1956, Mr. Kamlesh C. Gandhi and Mr. Chetan Shah retires by rotation at forthcoming Annual General Meeting and being eligible, offer themselves for the re-appointment. Resolutions seeking approval of the shareholders for their re - appointment have been incorporated in the notice of the forthcoming Annual General Meeting,

ACKNOWLEDGEMENT ''

The Directors place on record their appreciation to all those people, who have so willingly placed their trust in the company & management and to more than 3.35 lacs customers across the length and breadth of the states of Gujarat, Rajasthan and Maharashtra, who have given the company opportunity to serve them.

The entire MAS Team deserves the appreciation for their sincere efforts and determination to excel.

I trust this journey will continue to be a pleasant one with their support, aware of the fact that we have "Miles to go.........together we can and we will.

Best Wishes,

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

KAMLESH C. GANDHI.

(CHAIRMAN & MANAGING DIRECTOR)

Place : Ahmedabad.

Date : 25th May, 2011

---

Mar 31, 2010

To, The Members of MAS FINANCIAL SERVICES LTD. AHMEDABAD. ,

The Directors are happy to present the Fifteenth ANNUAL REPORT of your Company together with the Audited Accounts drawn for the year ended on 31st March 2010.

FINANCIAL RESULTS :

Year Ended Year Ended 31/03/10 31/03/09 RUPEES RUPEES

Interest on Loans to Customers ( Net) 596725077 421919254

Income From Operations & Other Income 114274219 79507489

Total Income 710999296 501426743

Total Expenditure 510037944 391508456

Profit Before Taxes 200961352 109918287

Provision for Taxation (Including Deferred Tax, Fringe Benefit 68767730 35415511

Tax & Income Tax of earlier Years)

Profit After Taxes 132193622 74502776

Short Provision for taxation of earlier years 97531 2035865

Net Profit 132096091 72466911

Profit Brought Forward 16578450 43264920

Profit Available for Appropriation 148674541 115731831

APPROPRIATIONS:

Transfer to Statutory Reserve 26419218 14900555

Proposed Dividend 76204763 58124985

Ceiixxate Tax on Dividend 12951002 9878341

Transfer to General Reserve - -

Transfer to Capital Redemption Reserve 16249500 16249500

Surplus Balance carried to Balance Sheet 16850058 16578450

148674541 115731831

BUSINESS PERFORMANCE.

In the year 2009-10 the company could register all round robust growth, quiet evident from the financials presented above. The gross income realized by the company is Rs.71.09Crore (Previous year Rs.50.14Ciore) comprising of Interest Income on Loans to customers. Net Profit after tax is Rs.13.2lCrore (Previous year Rs.7.25Crore). Asset under management is Rs.388.47Crore (Previous year Rs.268.17Crore). This year did not only witness substantial rise in assets under management and PAT, but a very solid platform has been created for future scalability.

PROSPECTS AND DEVELOPMENTS:-

The focus on financial inclusion continues to be the key driver of the growth for the company. Various products ranging from Micro Loans to Home Loans (through its subsidiary MRHMFL) caters to the various needs of the vast section of the society. Needless to mention, that this is a very huge market to be served creating an opportunity on a large scale for all well managed enterprises engaged in extending financial services to this class.

The company has extended its area of operations to Rajasthan, Maharashtra besides Gujarat. The company has plans to cater to few regions in Madhya Pradesh and Tamil nadu'' too in the coming year. Expansion in the areas of operation accompanied by the wide product range will ensure scalability.

Your company has drawn detail business plan to explore the available opportunity. An immaculate execution skill is the key to bring about efficient delivery of the financial services, which ensures affordability to the end user. The financial inclusion agenda is incomplete without the element of affordability imbibed in the same. Your company being aware of the above fact is constantly on the drive Jo provide. affordable financial services. Your company''s expertise over nearly two decades confers an unique positioning in this space.

The confidence of the Company''s management to emerge as a very significant player in the industry stems out of the following facts:

- Large customer base,

- Knowledge of the local market,

- Large dealer network, .

- Established name presence,

- Well developed organization channel,

- Thrust on creating and maintaining quality portfolio

- Constant Endeavour to develop its human resources

- Willingness to re-strategize to keep pace with the developments.

MRHMFL (Mas Rural Housing & Mortgage Finance Ltd. - subsidiary of MFSL) is in the process of setting up requisite infrastructure and process at place in order to achieve the target of scalable and sustainable development The company expects to have a substantial growth in its book size within next two years. The company continues its activities to be a very active player in the affordable housing finance space which is a huge market to be served.

RESOURCES:

Company is in talks with various private equity financiers for enhancing the equity base which is required to fuel the growth. Your company seeks capital from the investors, who understands the dynamics of the business and are capable of being catalyst to the company''s growth in consonance with the fundamentals of the company.

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

Your Company continues to command the respect and the confidence of Bankers as their extended channel in their task of providing efficient delivery of credit. The company acknowledges the constructive support of the Investors and consortium member banks.

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 company achieved almost 94% recovery, with overdue of 6% only. It may be noted that the above mentioned 6% debtors are under strictest surveillance of follow up. The NPA Accounts of the company is Rs. 2.63 Crore which is approximately 0.68% of Credit exposure which includes managed portfolio.

CAPITAL

The Total Issued and Paid-Up Capital at the end of the Fourteenth Year - Equity Share Capital Rs. 9,50,00,000( Nine Crores Fifty Lacs).

DIVIDEND

Your Company has paid an Interim Dividend of 6.50% in the year 2009-10. To preserve and maintain adequate amount of reserves for the better performance of the Company, the Board does not propose any final dividend for the year ended on 31st March, 2010.

STATUTORY COMPLIANCE :

The Company has made necessary provisions towards non-performing assets, fully complying with the provisioning requirement of the Prudential Norms prescribed by Reserve Bank of India. The company has also complied with the directions issued by Reserve Bank of India regarding Capital Adequacy, Asset classification and provisioning norms.

INSURANCE:

The assets of your Company have been adequately insured.

LEGISLATIVE AND REGULATORY ISSUES

We continue to pursue our most justified demands for providing level playing field to the NBFCs. It is indeed unfortunate that fhe genuine demands of NBFCs continue to remain unresolved. Over the years, regulation has, rightly focused on investor''s protection. It must however be borne in mind, that the most important element in investor''s protection is a healthy NBFC sector. Investor''s protection can only be strengthened if NBFCs have the legal remedies to protect their assets.

The denial of the legal remedies and tax benefit that are available to banks and housing finance companies is clearly without justification and fails the test of equity. The Parliamentary Standing Committee on Finance has also made several recommendations towards providing NBFCs a level playing field with banks. The industry association should once again urge the Government and RBI to take immediate steps to restore parity among the various constituents in the financial system.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, the Directors confirm that:

1. In the preparation of the annual accounts for the Financial Year ended 31st March, 2010 the applicable accounting standards have been followed.

2. Appropriate accounting policies have been selected and applied consistently and have 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 31st March, 2010 and of the profit for the period from 1st April, 2009 to 31st March, 2010.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The annual accounts for the financial year ended 31st March 2010 have been prepared on a "Going Concern Basis".

STATUTORY INFORMATION Particulars of Employees ''

The information as required Under Section 217 (2A) of the Companies Act, 1956 read with the companies (Particulars of Employee) Rules 1975, is NIL.

Conservation of Energy. Technology Absorption. Foreign Exchange Earnings and outgo:

The Company has no activities relating to Conservation of energy or Technology Absorption. The company has no Foreign Exchange earnings and outflow.

AUDITORS.

M/s. Deloitee Haskins & Sell, auditors of the Company retire at the ensuring Annual General Meeting of the company and are eligible for reappointment. The members are requested to consider their reappointment for the financial year 2010-11.

DIRECTORS.

As per the provision of section 256 of the Companies Act, 1956, Mr. Bala Bhaskaran and Mr. Jagdish Joshipura retires by rotation at forthcoming Annual General Meeting and being eligible, offer themselves for the re-appointment. Resolutions seeking approval of the share holders for their re - appointment have been incorporated in the notice of the forthcoming Annual General Meeting.

ACKNOWLEDGEMENT.

The Directors place on record their appreciation to all those people, who have so willingly placed their trust in the company & management and to more than 3.25 lacs customers across the length and breadth of the states of Gujarat, Rajasthan and Maharashtra, who have given the company opportunity to serve them.

The entire MAS Team deserves the appreciation for their sincere efforts and determination to excel.

I trust this journey will continue to be a pleasant one with their support, aware of the fact that we have "Miles to go.........together we can and we will.

Best Wishes,

For and on behalf of the Board of Directors

KAMLESH C.GANDHI

(CHAIRMAN & MANAGING DIRECTOR)

Place : Ahmadabad.

Date : 28th July, 2010.