The Board of Directors is pleased to present the 10th (Tenth) Board Report of Mufin Green Finance Limited (“the Company”), together
with the Audited Financial Statements for the financial year (FY) ended March 31, 2026.

FINANCIAL SUMMARY

The Company’s financial performance (Standalone and Consolidated) for the financial year ended March 31, 2026 is summarised
below:

STATE OF COMPANY AFFAIRS & OPERATIONS

The information on Company’s affairs and related aspects
is provided under Management Discussion and Analysis
Report, which has been prepared, inter-alia, in compliance
with Regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and forms part of this Report.

Standalone Results:

During 2025-26, Revenue grew by 30.64% to '' 210.28 Crores
in 2025-26 from '' 160.96 Crores in 2024-25. Profit After Tax
(PAT) increased by 39.35% to '' 28.26 Crores in 2025-26 from
'' 20.28 Crores in 2024-25, an increase of AUM by 83.8% to
'' 1541.17 Crores in 2025-26 from '' 838.44 Crores in 2024-25.
The Net Worth increased by 112.66% from '' 270.24 Crores in
2024-25 to '' 574.69 Crores in 2025-26.

Consolidated Results:

During 2025-26, Revenue grew by 15.94% to '' 210.28 Crores
in 2025-26 from '' 181.37 Crores in 2024-25. Profit After Tax
(PAT) increased by 46.87% to '' 28.26 Crores in 2025-26 from
'' 19.24 Crores in 2024-25, an increase of AUM by 84.57% to
'' 1,541.17 Crores in 2025-26 from '' 835.02 Crores in 2024-25.
The Net Worth increased by 113.45% from '' 269.23 Crores in
2024-25 to '' 574.69 Crores in 2025-26.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business and
operations of the Company during the year under review.

TRANSFER TO RESERVES

Under section 45-IC (1) of Reserve Bank of India (‘RBI’) Act,
1934, non-banking financial companies (‘NBFCs’) are required
to transfer a sum not less than 20% of its net profit every year to
reserve fund before declaration of any dividend. Accordingly,
the Company has transferred a sum of '' 5.65 Crores to its
reserve fund.

Pursuant to section 71 of Companies Act, 2013 (the ‘Act’) read
with rule 18 of the Companies (Share Capital and Debentures)
Rules, 2014, the Company, being an NBFC, is exempt from
creating debenture redemption reserve in respect of privately
placed debentures including the requirement to invest up to
15% of the amount of debentures maturing during the next
financial year. However, the Company maintains sufficient
liquidity buffer to fulfil its obligations arising out of debentures.
In case of secured debentures, an asset cover of at least 100%
is maintained at all times.

DIVIDEND

In view of the future growth of the Company, the Board of
Directors has decided to conserve capital. Therefore, the
Board has decided not to recommend dividend for 2025-26.

The Dividend Distribution Policy, in terms of Regulation
43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”) and as reviewed and adopted
by the Board of Directors of the Company, is available on
the Company’s website viz., URL: https://mufingreenfinance.
com/wp-content/uploads/2025/05/MGFL_-DIVIDEND-
DISTRIBUTION-POLICY.pdf.

During the year under review, the Company allotted 49,50,000
Equity Shares of face value of '' 1/- each to the Promoter and
Promoter Group, pursuant to the conversion of warrants. The
Equity Shares were allotted at an issue price of '' 55/- per
Equity Share (Inclusive of premium of '' 54/- per Equity Share).

The Management Committee of the Company, vide resolution
dated March 04, 2026, approved the allotment of 76,53,061
Convertible Warrants at an issue price of '' 98/- per share
aggregating to '' 74,99,99,978 (Rupees Seventy Four Crores
Ninety Nine Lakhs Ninety Nine Thousand Nine Hundred
Seventy Eight) by way of preferential allotment in accordance
with the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018 (“SEBI
ICDR Regulations”) on a private placement basis to Hindon
Mercantile Limited, the Promoter of the Company.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, Company has following
subsidiaries companies:

1. Mufin Green Leasing Private Limited- Wholly Owned
Subsidiary.

2. Mufin Green Infra Limited*

Mufin Green Infra Limited ceased to be a subsidiary of the
Company with effect from December 25, 2025, pursuant to
the sale of shares held by the Company in the said entity.

In accordance with the Section 129 of the Companies Act,
2013 read with rules framed thereunder (“Act”) a statement
containing the salient features of the financial statements of

CAPITAL STRUCTURE
Authorised Share Capital

During the year under review, there was no change in the
Authorised Share Capital of the Company which continues to
stand at '' 50,00,00,000 (Rupees Fifty Crores only), divide into
50,00,00,000 (Fifty Crores) equity shares of '' 1/- each.

Paid-up Share Capital

During the year under review and up to the date of this Report,
the Company has made the following allotments, pursuant to
which the paid-up equity share capital of the Company has
increased to '' 19,81,62,188 (Rupees Nineteen Crores Eighty-One
Lakhs Sixty-Two Thousand One Hundred and Eighty-Eight).

the subsidiaries of the Company in form AOC-1 is annexed as
Annexure - I.

During 2025-26, no new subsidiary or associate was
incorporated/ acquired. The Company has not entered into a
joint venture with any other Company.

Material Subsidiary

During the financial year ended March 31, 2026, the
Company did not have any material subsidiary as defined
under Regulation 16(1)(c) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

FUND RAISING

During the year under review your Company continued with
its diverse methods of sourcing funds including borrowing
through NCDs, external commercial borrowings, Securitisation
Borrowings (PTC) term loan and working capital facilities. As on
March 31, 2026, the Company doesn’t have any listed green
debt securities.

During the year under review, the Company raised fresh term
loans aggregating to '' 461.50 Crores, External Commercial
Borrowings aggregating to '' 194.58 Crores, and '' 25.17 Crores
through Pass-Through Certificates (PTCs). The Company also
raised funds aggregating to '' 444.40 Crores through secured
Non-Convertible Debentures (NCDs) and Cash Credit and
Others aggregating to '' 66.33 Crores during the year.

The Company has appointed Catalyst Trusteeship Limited,
Axis Trustee Services Limited, Vardhman Trusteeship Private
Limited, and Mitcon Credentia Trusteeship Services Limited as

Debenture Trustees in respect of various issues of debentures
undertaken by the Company. The details relating to the
Debenture Trustees are provided in the Corporate Governance
Report forming part of this Annual Report.

The Company on March 04, 2026 raised a sum of '' 244.32
Crores by allotment 2,49,30,765 fully paid-up equity shares
of face value '' 1/- each at an issue price of '' 98/- per share
(including a premium of '' 97/-) through preferential issue.

Further, the Company allotted 76,53,061 warrants at an
issue price of '' 98/- per warrant by way of preferential issue
on private placement basis, to Hindon Mercantile Limited,
promoter of the Company upon receipt '' 18.74 Croress, being
25% of total issue price. The remaining 75% of the total issue
price shall be payable at the time of conversion of warrant.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2026, the Company had six Directors on its
Board. Of these, five were Non-Executive Directors, comprising
four Independent Directors, while one was an Executive
Director and Managing Director.

During the period under review, there was no change in the
Directors of the Company.

Retirement by rotation

In terms of provisions of Section 152 of the Companies Act,
2013, Ms. Srishti Agarwal (DIN: 10229578), Non-Executive Non¬
Independent Director is liable to retire by rotation and, being
eligible, has offered herself for re-appointment at the ensuing
10th AGM of the Company. During the year under review, no
Director including any Independent Director of your Company
resigned from the Company.

Key Managerial Personnel

The following persons were designated as the Key Managerial
Personnel (“KMP”) of your Company pursuant to Section 2(51)
and 203 of the Companies Act, 2013 read with Companies
(Appointment and Qualification of Directors) Rules, 2014 as on
March 31, 2026:

1. Mr. Kapil Garg, Managing Director

2. Ms. Gunjan Jain, Chief Financial Officer

3. Mr. Mayank Pratap Singh, Company Secretary

During the year under review, there was no change in Key
Managerial Personnel.

Fit and Proper and Non-Disqualification declaration by
Directors

All the Directors of the Company have provided annual
confirmation that they satisfy the “fit and proper” criteria as
prescribed under Chapter IV of RBI Master Direction No. RBI/

DOR/2025-26/344 DOR.GOV.REC. No. 263/18-10-013/2025-
26 dated November 28, 2025, as amended, and that they are
not disqualified from being appointed/continuing as Directors
in terms of Section 164 (1) and (2) of the Companies Act, 2013

Declaration by Independent Directors

All the Independent Directors have given their declaration and
confirmation that they fulfil the criteria of independence as
prescribed under Section 149(6) of the Act and Regulation 16(1)
(b) of the Listing Regulations and have also confirmed that they
are not aware of any circumstance or situation, which exist or
may be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective independent
judgment and without any external influence. Further, the
Board after taking these declarations/disclosures on record
and acknowledging the veracity of the same, concluded
that all the Independent Directors hold highest standards of
integrity and possess the relevant proficiency, expertise and
experience to qualify and continue as Independent Directors
of the Company and are Independent of the Management of
the Company.

In terms of Section 150 of the Companies Act, 2013 read with
Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, as amended, Independent Directors
of the Company have confirmed that they have registered
themselves with the databank maintained by Indian Institute
of Corporate Affairs, Manesar (‘IICA’) and the said registration
is renewed and active as on the date of this report. The
Independent Directors of the Company are either exempted
from the requirement to undertake the online proficiency self¬
assessment test conducted by IICA or have cleared the online
proficiency self-assessment test as applicable.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the
Companies Act, 2013, (“the Act”) your Directors, based on the
representations received from the Operating Management
and after due enquiry, confirm that:

i. I n the preparation of the annual accounts for financial
year ended March 31, 2026, the applicable accounting
standards have been followed and there are no material
departures in adoption of these standards.

ii. They had in consultation with the Joint Statutory Auditors
selected such accounting policies and applied them
consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March 31,
2026 and of the profit of the Company for the year;

iii. They have taken proper and sufficient care for the
maintenance of adequate accounting records in

accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities.

iv. They have prepared the annual accounts for financial
year ended March 31, 2026 on a going concern basis.

v. They have laid down adequate internal financial controls
to be followed by the Company and that such internal
financial controls were operating effectively during the
financial year ended March 31, 2026.

vi. They have devised proper systems to ensure compliance
with provisions of all applicable laws and that such
systems were adequate and operating effectively during
the financial year ended March 31, 2026.

POLICIES ON APPOINTMENT OF DIRECTORS AND SENIOR
MANAGEMENT AND REMUNERATION OF DIRECTORS,
KEY MANAGERIAL PERSONNEL AND EMPLOYEES

In accordance with the provisions of Section 134(3)(e) of the
Companies Act, 2013 (“the Act”) read with Section 178 of the
Act and Regulation 17 of the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 (“the Listing
Regulations”), your Company has adopted a Policy on
Appointment of Directors and Senior, which, inter-alia, includes
the criteria for determining qualifications, positive attributes
and independence of Directors, identification of persons who
are qualified to become Directors and who may be appointed
in the Senior Management team, and the Talent Management
framework of the Company and Policy on Remuneration of
Directors , Key Managerial Personnel, Senior Management
and other Employees of the Company in accordance with the
provisions of sub-section (4) of Section 178 of the Act, Master
Direction - Reserve Bank of India (Non-Banking Financial
Companies - Governance) Directions, 2025 and Listing
Regulations. The said policy is available on the website of the
Company and can be accessed at https://mufingreenfinance.
com/wp-content/uploads/202 4/07/Nomination-and-
Remuneration-Policy.pdf.

PERFORMANCE EVALUATION OF THE BOARD

During the year under review, the Board of Directors undertook
a comprehensive annual evaluation of the performance of the
Board as a whole, its Committees and individual Directors, in
accordance with the provisions of the Companies Act, 2013
provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

The evaluation of the Board was undertaken based on
feedback received from all Directors and covered various
aspects, including the composition and structure of the Board,
effectiveness of Board processes, quality and adequacy
of information provided to the Board, participation and

deliberations during meetings, and the overall effectiveness of
the Board in discharging its responsibilities.

The performance of the Committees was evaluated by the
Board based on the feedback received from the respective
Committee members. The evaluation covered, inter alia,
the composition and terms of reference of the Committees,
effectiveness of Committee meetings, participation of
members, and the manner in which the Committees discharged
their respective responsibilities.

The performance of individual Directors was assessed on the
basis of various parameters, including attendance and active
participation in meetings of the Board and its Committees,
contribution to discussions and decision-making, and the
effective discharge of their duties with due care, skill and
diligence.

The Independent Directors also evaluated the performance
of the Non-Independent Directors and the Board as a whole,
in accordance with the applicable statutory and regulatory
requirements.

Based on the evaluation undertaken, the Board was satisfied
with the overall performance of the Board, its Committees and
individual Directors during the year under review.

FAMILIARISATION PROGRAMME FOR DIRECTORS

The Company has established a structured familiarisation
programme for its Directors, including Independent Directors,
to enable them to gain a comprehensive understanding of
the Company’s business, operations, industry environment,
regulatory framework and broader economic developments.

The Directors are periodically apprised of significant
developments relating to the Company and its business
and are provided with relevant information and documents
to facilitate informed deliberations and effective decision¬
making. Independent Directors are familiarised with their
roles, responsibilities and duties through their formal letters of
appointment and are regularly updated through discussions at
Board and Committee meetings, interactions with the senior
management and business heads.

In compliance with the provisions of the Companies Act, 2013
and Regulation 25(7) of the Listing Regulations, the Company
conducted familiarisation programmes for its Directors,
including Independent Directors, during the year under review.
The programmes were undertaken through briefings, and
discussions held during Board and Committee meetings.

Details of such programmes are available on the Company’s website
at:https://m ufingreenfinance.com/wp-content/uploads/2026/07/
Familiarisation-Programme-2025-2026.pdf and also form part of
the Corporate Governance Report

MEETINGS OF DIRECTORS AND COMMITTEES
Number of Meetings of the Board:

During the year under review, Seven (7) meetings of the Board
of Directors were held. The Board Meetings were held on
May 27, 2025; August 14, 2025; August 28, 2025; October
08, 2025; November 06, 2025; November 14, 2025 and
February 13, 2026. The maximum interval between any 2 (two)
consecutive meetings did not exceed 120 days, as prescribed
by the Act.

Committees of the Board of Directors:

The committees of the Board focus on certain specific areas
and make informed decisions in line with the delegated
authority. The Board committees have been constituted to
deal with specific areas/activities as mandated by applicable
rules and regulations or as delegated by the Board, which
need a closer review.

The Board has constituted the following Committees:

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Stakeholders Relationship Committee

iv) Risk Management Committee

v) CSR Committee

vi) IT Strategy Committee

The details of the composition of the Board and its committees,
as well as the Meetings held and attendance of the directors
at such meetings is provided in the Corporate Governance
Report forming part of this Annual Report.

DEPOSIT UNDER CHAPTER V OF THE COMPANIES
ACT, 2013

The Company has not accepted any public deposits during
the year under review and shall not accept any deposits from
the public without obtaining the prior approval of the Reserve
Bank of India (RBI), as may be required under the applicable
provisions.

Further, being a Non-Banking Financial Company (NBFC), the
disclosure requirements specified under Chapter V of the
Companies Act, 2013, read with Rules 8(5)(v) and 8(5)(vi) of the
Companies (Accounts) Rules, 2014, are not applicable to the
Company.

AUDITORS’ & AUDIT REPORTS
Statutory Auditors

Based on the recommendation of the Audit Committee and
the Board of Directors, the members of the Company at the
9th AGM held on September 29, 2025, had approved the

appointment of M/s. Gaur & Associates, Chartered Accountants
(ICAI Firm Registration Number: 005354C) as the Statutory
Auditors of the Company for a term of 3 consecutive years to
hold office from conclusion of 9th AGM up to the conclusion of
12th AGM to be held in the year 2028. The Statutory Auditors
hold valid peer review certificate as prescribed under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 (“the Listing Regulations”).

The Statutory Auditor of the Company have issued clean/
unmodified Audit Reports on the Standalone and Consolidated
Financial Statements for the financial year ended March 31,
2026. The report(s) do not contain any qualification, reservation
or adverse remark or disclaimer.

Secretarial Auditor

In compliance with Regulation 24(A) of Listing Regulations as
amended vide SEBI notification dated December 12, 2024 and
basis the recommendation of the Audit Committee and the Board
of Directors, the members of the Company at the 9th Annual
General Meeting held on September 29, 2025, had approved
the appointment of M/s. Abhay K & Associates, Company
Secretaries (ICSI Unique Identification No. S2022DE896500)
and (Peer Review No. 2050/2022) as the Secretarial Auditor of
your Company for a term of 5 consecutive years to hold office
from conclusion of 9th AGM up to the conclusion of 14th AGM
to be held in the year 2030. In accordance with the provisions
of Section 204 of the Companies Act, 2013 (“Act”) read with the
Rules framed thereunder,

The Secretarial Auditor has issued clean Secretarial Audit
Report for 2025-26 which is appended to this Report
as “Annexure II”. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark or
disclaimer.

Internal Auditors

The Board has re-appointed M/s. J. Mandal & Co. LLP (FRN:
0302100E/N500422), Chartered Accountants, Delhi as the
Internal Auditors of the Company in its Board Meeting held on
May 21, 2026 for the Financial Year 2026-27. The Internal Audit
report is submitted every quarter before the Audit Committee
by the Internal Auditors.

Cost Records and Cost Audit

Maintenance of cost records and requirement of cost audit
as prescribed under the provisions of Section 148 of the
Companies Act, 2013 are not applicable in respect of the
business activities carried out by the Company.

FRAUD REPORTING

During the year under review, the Statutory Auditors and the
Secretarial Auditor have not reported any instance of fraud
committed in the Company by its officers or employees,
involving an amount of less than '' 1 Crores to the Audit
Committee under section 143(12) of the Companies Act, 2013.

Further, there has not been any instance of fraud committed in
the Company by its officers or employees, involving an amount
of '' 1 Crores and above.

The Company continues to uphold the highest standards of
integrity, transparency and ethical conduct by strengthening
its compliance framework, risk management practices and
corporate governance mechanisms.

RISK MANAGEMENT POLICY

The Company has established a comprehensive Risk
Management Framework to facilitate the identification,
assessment, monitoring and mitigation of risks that may impact
its business operations and objectives. The framework is
aimed at ensuring a structured approach to risk management,
promoting transparency and enabling timely mitigation of
potential risks.

The Company has adopted a Risk Management Policy in
accordance with the applicable provisions of the Companies
Act, 2013 and Regulation 17(9) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”). The Policy provides a framework for identifying
and evaluating various risks, assessing their potential impact
and implementing appropriate measures for their mitigation.

Given the dynamic economic, geopolitical, regulatory and
financial environment in which the Company operates,
effective risk management remains an integral part of its
business strategy and governance framework. The Company
continues to strengthen its risk management processes and
controls to support business continuity, financial stability and
sustainable growth.

The Risk Management Committee (“RMC”) has been
constituted in accordance with the applicable provisions of the
Reserve Bank of India (Non-Banking Financial Companies -
Governance) Directions, 2025, the SEBI Listing Regulations and
other applicable regulatory requirements. The RMC oversees
the implementation of the Risk Management Framework and
periodically reviews the adequacy and effectiveness of the
risk management systems and mitigation measures adopted
by the Company.

During the financial year under review, the Risk Management
Committee met four (4) times. The details of the meetings,
composition, terms of reference and attendance of the
Committee are provided in the Corporate Governance Report
forming part of this Annual Report.

Further details regarding the Company’s risk management
framework, key risks identified and the measures undertaken

for their mitigation are provided in the Management Discussion
and Analysis section of this Annual Report.

Based on the assessment undertaken during the year, the
Board is of the opinion that there are no material risks that may
threaten the existence or continuity of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has established a robust framework of Internal
Financial Controls comprising policies, processes and
procedures designed to ensure the orderly and efficient
conduct of its business. These controls support compliance
with the Company’s policies, safeguarding of assets,
prevention and detection of frauds and errors, maintenance
of accurate and complete accounting records, and timely
preparation of reliable financial information. The effectiveness
of these controls is reviewed and tested periodically to ensure
that they continue to operate as intended.

Based on the assessment carried out, the Board is of the
opinion that the Company’s Internal Financial Controls with
reference to the financial statements are adequate and
operating effectively. The control framework is appropriate
and commensurate with the size, scale and complexity of the
Company’s operations.

Further details regarding the Internal Control Systems and
their adequacy are provided in the Management Discussion
and Analysis forming part of this Annual Report.

RESERVE BANK OF INDIA GUIDELINES

The Company continues to fulfil all the norms and standards
laid down by RBI pertaining to non-performing assets, capital
adequacy, etc. As against the RBI norm of 15%, the capital to
risk weighted assets ratio of the Company was 32.08% as on
March 31, 2026. In line with the RBI guidelines for asset liability
management (‘ALM’) system for NBFCs, the Company has
an asset liability committee, which reviews its ALM risks and
opportunities. The Company continues to be in compliance
with the RBI Directions.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

In line with the requirements of the Act and the SEBI Listing
Regulations, the Company has in place a Policy on Related
Party Transactions and the same can be accessed on the
Company’s Website at https://mufingreenfinance.com/wp-
content/uploads/2026/08/RPT.pdf

All RPTs that were entered into during 2025-26 were on an
arm’s length basis and in the ordinary course of business and
disclosed in the Financial Statements. There were no materially
significant RPTs made by the Company with Promoters,
Directors, KMPs or Body Corporate(s), which had a potential

conflict with the interest of the Company at large. Accordingly,
the disclosure of RPTs as required under the provisions of
Section 134(3)(h) of the Act in Form AOC-2 is not applicable.
The Directors draw attention of the Members to notes to the
Financial Statements which sets out related party disclosures.

Your Company has obtained the Member’s approval on
Material RPTs in the last AGM held on September 29, 2025
for Financial Year 2025-26. Considering that the Company is a
NBFC-ML and given the nature of its business and operations,
it will continue to enter into various RPTs in the ordinary course
of business. Accordingly, the Company has sought approval
from the Members for material RPTs, the details of which are
available in the Notice convening the AGM of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY

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

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014, the
particulars in respect of conservation of energy, technology
absorption and foreign exchange earnings and outgo are set
out below

Conservation of Energy

The Company remains conscious of its responsibility towards
conservation of natural resources and continues to adopt
measures aimed at reducing energy consumption in its day-
to-day office and business operations. The key steps taken
during the year include:

• Optimal utilisation of electricity and use of energy-efficient
LED lighting across office premises

• Encouraging natural lighting and ventilation wherever
feasible to reduce dependence on artificial lighting and
air-conditioning;

• Promoting digitisation and paperless processes, thereby
reducing consumption of paper and associated resources

• Creating awareness among employees to adopt energy¬
conscious practices in the workplace.

The above measures have contributed to more efficient
utilisation of resources across the Company’s offices and
business operations, with continued focus on identifying
further opportunities for savings.

Technology Absorption

Your Company is not engaged in manufacturing activities,
therefore there is no specific information to be furnished in this
regard.

Considering the nature of services and businesses, no
specific amount of expenditure is earmarked for Research and
Development. However, the Company on an ongoing basis
strives for various improvements in the products, platforms,
and processes.

Foreign Exchange Earnings and Outgo

During the year under review, the foreign exchange earnings
and outgo of the Company were as follows:

• Foreign Exchange Earnings: '' 0

• Foreign Exchange Outgo: '' 1798.29 Lakhs

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

Disclosure with respect to the remuneration of Directors and
Employees as required under Section 197 (12) of the Companies
Act, 2013 and Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as
amended, is annexed as Annexure-III which forms part of this
Report.

Pursuant to the provisions of Section 136(1) of the Companies
Act, 2013 and as advised, the statement containing particulars
of employees as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, will be available for inspection at the Registered
Office of the Company during working hours and Members
interested in obtaining a copy of the same may write to the
Company Secretary and the same will be furnished on request.
Hence, the Annual Report is being sent to the Members
excluding the aforesaid information.

DISCLOSURE ON EMPLOYEE STOCK OPTION PLAN (ESOP)

The NRC administers and monitors the Company’s ESOP in
accordance with Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021.
During the year, 2,76,251 stock options were exercised by the
eligible employees under the said MGFL ESOP Scheme 2023.

The disclosure relating to ESOPs required to be made under
the provisions of the Companies Act, 2013 and the Rules made
thereunder and the Securities and Exchange Board of India
(Share Based Employee Benefit and Sweat Equity) Regulations,
2021 is provided on the website of the Company. A certificate
from the Secretarial Auditors confirming that the scheme has

been implemented in compliance with the SEBI (SBEB & SE)
Regulations has also been obtained. These documents are
available for electronic inspection by Members during the
AGM and can also be accessed on the Company’s website at
www.muflngreenflnance.com.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and 134(3)(a) of the
Companies Act, 2013 read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the Annual
Return for the financial year 2025-26, is available on the
Company’s website at https://mufingreenfinance.com/annual-
returns/

CORPORATE GOVERNANCE

As a responsible corporate citizen, the Company is committed
to maintain the highest standards of Corporate Governance
and believes in adhering to the best corporate practices
prevalent globally.

A detailed Report on Corporate Governance pursuant to the
requirements of Regulation 34 read with Schedule V of the SEBI
Listing Regulations, is attached to this Report as Annexure-IV.
A certificate from the Practicing Company Secretary confirming
compliance with the conditions of Corporate Governance,
as stipulated in Clause E of Schedule V to the SEBI Listing
Regulations is attached to the Corporate Governance Report.

A certificate from the MD and CFO confirming correctness
of the financial statements, adequacy of internal control
measures, etc. is also attached to the Corporate Governance
Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company’s’ approach towards Corporate Social
Responsibility (CSR) is to interweave social responsibility of the
Company into Company’s mainstream business functions. CSR
is an integrated part of the Company Policy.

The Company is committed to bring a tangible change in
the lives of people living in the surroundings by giving them
employment opportunities, as well as by their socioeconomical
development. All CSR initiatives are being planned, executed
and monitored by the Committee/ Board. The CSR programmes
are aligned with Govt. mandate at Local and State Level and as
per the specific needs of the Community.

A Board level Committee of CSR has been constituted. The
details of membership of the Committee & the meetings held
are detailed in the Corporate Governance Report, forming
part of this Report. The Corporate Social Responsibility Policy
is available on the website of the Company at the www.
mufingreenfinance.com.

The Annual Report on Corporate Social Responsibility activities
is annexed to this report as Annexure-V

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year
under review, as stipulated under the SEBI Listing Regulations,
is presented in a section forming part of this Annual Report and
is annexed to this report as Annexure-VI

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place a comprehensive Whistle¬
Blower Policy and Vigil Mechanism in accordance with the
requirements of Section 177(9) of the Companies Act, 2013 and
Regulation 22 of the SEBI Listing Regulations. The mechanism
is intended to provide Directors, employees and value chain
partners with a secure, confidential and appropriate channel
to raise concerns regarding matters that may adversely affect
the Company or its work environment.

The Policy enables Directors, employees and value chain
partners to report, in good faith, concerns relating to
unethical conduct, actual or suspected fraud, violations of the
Company’s Code of Conduct or ethics policies, and any actual
or suspected leak of unpublished price sensitive information
(UPSI). The Company is committed to ensuring that such
concerns are appropriately reviewed and addressed while
maintaining confidentiality and protecting individuals who raise
concerns in good faith.

The Whistle-Blower Policy is uploaded on the website of the
Company and can be accessed at https://mufingreenfinance.
com/wp-content/uploads/2026/05/Vigil-Mechanism-policy.pdf

More details are given in the Report on Corporate Governance.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

The Company, being an NBFC registered with the RBI and
engaged in the business of giving loans in the ordinary
course of its business, is exempted from complying with the
requirements to disclose in the financial statement the full
particulars of the loans given, investment made, guarantee
given, or security provided.

MATERIAL CHANGES AND COMMITMENTS

No material changes or commitment has occurred after the
close of the 2025-26 till the date of this Report, which affects
the financial position of the Company.

DISCLOSURE UNDER SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013

The Company maintains zero tolerance towards sexual
harassment and has fully complied with the provisions of

the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (“POSH Act”) and the rules
framed thereunder.

The Company is committed to creating a healthy working
environment that enables employees to work without fear of
prejudice, gender discrimination, or harassment, and believes
that all employees have the right to be treated with fairness
and dignity.

In line with this commitment, the Company has in place a
gender-neutral Anti-Sexual Harassment Policy, framed in
accordance with the provisions of the POSH Act. An Internal
Complaints Committee (ICC) has been constituted to redress
complaints relating to sexual harassment. All employees-
permanent, contractual, temporary, and trainees - are covered
under this policy.

During the year under review, no complaint relating to sexual
harassment was received by the Company. Accordingly, there
were no cases pending for redressal or requiring further action
during the year. A summary is provided below:

Details of the complaints received during the year are as under:

INVESTOR SERVICES

In its endeavour to improve investor services, your Company
has taken the following initiatives:

• An Investors Section on the website of the Company
www.mufingrenfinance.com has been created.

• There is a dedicated e-mail id [email protected]/
[email protected] for sending communications to the
Company Secretary.

• Disclosure made to the Stock Exchange are promptly
uploaded on the website of the Company for information
of the Investors.

Members may lodge their requests, complaints and
suggestions on this e-mail as well.

POLICIES AND DISCLOSURE REQUIREMENTS

In terms of provisions of the Companies Act, 2013 and
provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has adopted
the requisite policies, which are available on Company’s
website -www.mufingrenfinance.com.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

Pursuant to the SEBI circular dated May 10, 2021 read with
SEBI Master Circular dated January 30, 2026, and amendment
in SEBI Listing Regulations, top 1,000 listed entities based
on market capitalisation are required to submit BRSR with
effect from 2022-23, as part of their Annual Report. SEBI has
further introduced BRSR Core, a focused sub-set of the BRSR,
comprising Key Performance Indicators (‘KPIs’) across nine
Environmental, Social, and Governance (ESG) attributes.

The Company was previously covered under the aforesaid
criteria and, accordingly, continues to prepare and disclose
the BRSR in compliance with the applicable regulatory
requirements. The BRSR in the updated format (including KPIs
of BRSR Core) prescribed by SEBI is annexed to the Annual
Report.

FAIR PRACTICE CODE (FPC)

The Company has in place, a Fair Practice Code approved by
the Board in compliance with the guidelines issued by the RBI,
to ensure better service and provide necessary information to
customers to take informed decisions. The FPC is posted on
the website of the Company at https://www.mufingreenfinance.
in.The FPC is also reviewed by the Board at frequent intervals
to ensure its level of adequacy and appropriateness.

CREDIT RATING

During 2025-26, Acuite Ratings & Research Limited vide their
report dated April 17, 2026 has upgraded the Company (issuer)
credit rating from Acuite BBB / Stable to Acuite A-/Stable.

UTILISATION OF PROCEEDS OF PREFERENTIAL ISSUE
AND DEVIATION IN UTILISATION OF PROCEEDS OF THE
ISSUE, IF ANY

Pursuant to approval of the Members of the Company
obtained via special resolution passed in Extra-Ordinary
General Meeting dated October 21, 2023, upon receipt of 25%
of the issue price per warrant (i.e. '' 13.75) as upfront payment
(“Warrant Subscription Price”), the Company, on December
27, 2023 had allotted 2,55,00,000 warrants, on preferential
basis to the Promoter/ Promoter Group of the Company and
certain identified non-promoter persons at a price of '' 55 each
payable in cash (“Warrant Issue Price”).

Each warrant, so allotted, is convertible into one fully paid-up
equity share of the Company having face value of '' 1 (Rupees
One only) each in accordance with the provisions of Securities
and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, on payment of the balance
consideration of '' 41.25 per warrant (“Warrant Exercise Price”),

being 75% of the issue price per warrant from the Allottees
pursuant to exercise of conversion option against each such
warrant, within 18 months from the date of allotment of warrants.

During the financial year 2023-2024 the Company allotted

1.01.80.000 equity shares against the conversion of equal no.
of warrants exercised by the warrant holders upon receipt of
balance 75% of the issue price (i.e. '' 41.25 per warrant).

During the financial year 2024-2025 the Company allotted

13.85.000 equity shares against the conversion of equal no.

Further in Financial Year 2025-26 the Company raised funds
through a preferential issue on a private placement basis by
way of allotment of 2,49,30,765 fully paid-up equity shares of
face value of '' 1/- each at an issue price of '' 98/- per equity
share (including a premium of '' 97/- per share) to Hindon
Mercantile Limited, Promoter of the Company.

Further, the Company also allotted 76,53,061 warrants at an
issue price of '' 98/- per warrant to Hindon Mercantile Limited,
upon receipt of '' 18,74,99,994/-, being 25% of the total issue
price of the warrants, in accordance with the terms of the
preferential issue.

The proceeds raised through the aforesaid preferential issue
have been utilised towards the objects specified in the offer
documents and the applicable approvals. The details of the
proceeds raised and their utilisation are set out below:

of warrants exercised by the warrant holders upon receipt of
balance 75% of the issue price (i.e. '' 41.25 per warrant).

During the financial year 2025-2026 the Company allotted

94,65,000 equity shares upon receipt of 75% of the issue
price (i.e. '' 41.25 per warrant) and upon conversion of Warrants
exercised by Warrant holders. 44,70,000 Warrants lapsed due
to non-payment of exercise price.

The details of utilisation of funds raised during the financial year
2025-26 against conversion of warrants are given hereunder:
¹Amounts raised include proceeds received pursuant to
the allotment of 2,49,30,765 fully paid-up equity shares of
face value of'' 1/- each at an issue price of'' 98/- per share
(including a premium of '' 97/- per share) through a preferential
issue, as well as 25% of the consideration amounting to
'' 18,74,99,994/- received pursuant to the allotment of warrants
at an issue price of'' 98/- per warrant, by way of preferential
issue on a private placement basis.

²Issue was closed on March 2026, so the remaining funds will
be utilised in the coming quarter.

OTHER DISCLOSURESDisclosure of Maternity Benefit Compliance

Your Company is in compliance of Maternity Benefit Act, 1961
for the year under review.

Compliance with the Provisions of Secretarial Standard - 1
and Secretarial Standard - 2

The Directors have devised proper systems to ensure
compliance with the provisions of the Secretarial Standards,
i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of
Directors’ and ‘General Meetings’, respectively, issued by the
Institute of Company Secretaries of India (“ICSI”) and such
systems are adequate and operating effectively.

Significant And Material Orders

There were no significant and material orders passed by the
regulators or courts or tribunals during the year impacting the
going concern status of the Company and its future operations.

Disclosure pertaining to Insolvency & Bankruptcy Code

There were neither any applications filed by or against the
Company nor any proceedings were pending under the
Insolvency and Bankruptcy Code, 2016 (“IBC”) during the year
under review.

Disclosure on One-Time Settlement

During the year under review, the Company has not undertaken
any one-time settlement in respect of loans availed from
Banks or Financial Institutions. Accordingly, the requirement
to disclose details of the difference between the valuation at
the time of one-time settlement and the valuation at the time
of availing such loans, along with the reasons thereof, is not
applicable.

GENERAL DISCLOSURES

The Directors further state that no disclosure or reporting is
required in respect of the following items, as there were no
transactions/events related to these items during the financial
year under review:

• There was no issue of equity shares with differential
rights as to dividend, voting or otherwise;

• There was no issue of shares (including sweat equity
shares) to the employees of the Company under any
scheme, save and except Employee Stock Option
schemes referred to in this Report;

• There was no buyback of the equity shares during the
year under review;

• There were no voting rights which are not directly
exercised by the employees in respect of equity shares
for the subscription/purchase for which loan was given by
the Company (as there is no scheme pursuant to which
such persons can beneficially hold shares as envisaged
under Section 67(3)(c) of the Companies Act, 2013 (“the
Act”);

• There was no suspension of trading of securities of the
Company;

• The Company has not defaulted in repayment of loans
from banks and financial institutions. There were no
delays or defaults in payment of interest/principal of any
of its debt securities.

• There was no revision made in Financial Statements or
the Board’s Report of the Company;

ACKNOWLEDGMENTS

The Directors thank the Shareholders, Banks and other
Lenders, Customers, Vendors and other business associates for
the confidence reposed in the Company and its management
and look forward to their continued support. The Board places
on record its appreciation for the dedication and commitment
of the employees at all levels, which has continued to be our
major strength. We look forward to their continued support in
the future.

CAUTIONARY STATEMENT

Statements in the Boards’ Report and Management Discussion
and Analysis, describing the Company’s objectives, outlook,
opportunities and expectations may constitute “Forward
Looking Statements” within the meaning of applicable laws
and regulations. Actual results may differ from those expressed
or implied expectations or projections, among others. Several
factors make a significant difference to the Company’s
operations including the government regulations, taxation
and economic scenario affecting demand and supply, natural
calamity and other such factors over which the Company does
not have any direct control.

For and on behalf of the Board
Mufin Green Finance Limited

Manoj Kumar Bhatt

Place: New Delhi Chairman

Dated: September 02, 2026 DIN: 09452843

The Board of Directors are pleased to present the 8^th (Eighth) Annual Report of the Company, together with the Audited Financial Statements for the Financial Year (FY) ended March 31, 2024.

1. FINANCIAL SUMMARY

2. STATE OF COMPANY AFFAIRS & OPERATIONS

Mufin Green Finance has built a sustainable foundation to accelerate its growth. Its customer-centric products, transparency in operations, relentless focus on customer convenience and investment in technology has helped accelerate its operations. Mufin Green Finance is in the business of fostering the financial inclusion of unbanked and underserved customers through its various E-Vehicle Loans.

Its income during the year grew by 183.65% to R 97.80 Crores in FY24 from R 34.48 Crores in FY23. Profit After Tax (PAT) increased by 117% to R 16.08 Crores in FY24 from R7.41 Crores in FY23, an increase of AUM by 138.57% to R 624.13 Crores in FY24 from R 261.61 Crores in FY23. The Net Worth increased by 56.78% from R150.35 Crores in FY23 to R 235.73 Crores in FY24. As a prudent risk management practice. GNPA has declined to 1.70% in FY24 as compared to 2.61% in FY23.

A detailed analysis of the operational performance and state of affairs of the Company has been discussed in detail in the Management Discussion and Analysis Report and Corporate Overview section of this Annual Report.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your Company during the year under review.

4. TRANSFER TO RESERVES

There has been no transfer to general reserves during the year. As required by Reserve Bank of India, the Company made a transfer of Rs. 321.28 lakhs to statutory reserves constituting 20% of the net profits made during the year under review.

5. DIVIDEND

After careful assessment of the available profit during the financial year ended 31st March, 2024, your Director''s have not recommended any dividend for the financial year ended 31st March, 2024.

6. CAPITAL STRUCTURE Authorised Share Capital

During the year under review Authorized Share Capital of the Company has been increased from Rs. 7,00,00,000 (Rupees Seven Crore only) comprising of 7,00,00,000 (Seven Crores) Equity Shares of Rs. 1 (Rupees One) each to Rs. 50,00,00,000 (Rupees Fifty Crores only) comprising of 50,00,00,000 (Fifty Crores) Equity Shares of Rs. 1 (Rupees One) each.

Paid up Share Capital

During the year under review, the Company has allotted 11,17,73,448 Equity Shares of face value of Rs. 1 each as per the details mentioned below:

Accordingly, paid-up capital stand increased to 16,21,05,172 Equity Shares.

7. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, Company has following subsidiaries companies:

1. Mufin Green Leasing Private Limited- Wholly Owned Subsidiary

2. Mufin Green Infra Limited- Subsidiary

8. NON-CONVERTIBLE DEBENTURES

During the year under review, your Company has issued 750 Secured, Rated, Redeemable, Non-Convertible Debentures ("NCD"), having face value of Rs. 1,00,000 each aggregating to 7.50 Crore on a private placement basis. Non-Convertible Debentures amounting Rs. 6.25 Crore were outstanding as on 31st March, 2024.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment, Re-appointment and Resignation

Mrs. Srishti Agarwal will retire at the ensuing Annual General Meeting (AGM) and being eligible, has offered herself for re-appointment. The Board recommends her re-appointment to the members in the ensuing AGM.

During the period under review, there were change in Directors of the Company, details of the same are as follows:

Retirement of director by rotation

Mrs. Srishti Agarwal (DIN 10229578), non-executive non-independent director of the Company will retire by rotation at the ensuing AGM and being eligible, offers herself for re-appointment. The Nomination and Remuneration Committee in its meeting held on September 05, 2024 has recommended to the Board of Directors and Members, reappointment of Mrs. Srishti Agarwal as director of the company retiring by rotation. Her profile is given in the Notice of the ensuing AGM, forming part of this Annual Report.

Declaration by Independent Directors

All Independent Directors have given declaration that they meet the criteria of independence with relevant integrity, expertise, experience and proficiency as provided under Section 149 read with Schedule IV of the Act and Regulation 16 of the SEBI Listing Regulations and have also complied with the code of conduct of Directors and Senior Management. They have also given declaration that their names were included in the data bank of Independent Directors being maintained with ''Indian Institute of Corporate Affairs'' under Rule 6 (3) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Policies on appointment of Directors

The management of the Company is immensely benefitted from the guidance, support and mature advice from members of the Board of Directors who are also members of various committees. The Board consists of directors possessing diverse skill, rich experience to enhance quality of its performance. The Company has adopted a Policy on Board Diversity formulated by the Nomination and Remuneration Committee.

Annual Performance Evaluation of the Board

The Board, the Committees of the Board and independent directors continuously strive for efficient functioning of Board and its committees and better corporate governance practices. A formal performance evaluation was carried out at the meeting of the Board of Directors held on May 28, 2024 where the Board made an annual evaluation of its own performance, the performance of directors individually as well as the evaluation of the working of its various Committees for the Financial Year 2023-24 on the basis of a structured questionnaire on performance criteria. The Board expressed its satisfaction with the evaluation process. The observations made during the evaluation process were noted and based on the outcome of the evaluation and feedback of the Directors, the Board and the management agreed on various action points to be implemented in subsequent meetings.

The evaluation process endorsed cohesiveness amongst directors, the openness of the management in sharing the information with the Board and placing various proposals for the Board''s consideration and approval.

The Independent Directors met on March 25, 2024 without the presence of other directors or members of Management. All the Independent Directors were present at the meeting. In the meeting, the independent directors reviewed performance of Non-Independent Directors, the Board as a whole and Chairman. They assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board. The Independent Directors expressed satisfaction over the performance and effectiveness of the Board, individual Non-Independent Directors.

Women Directors

In terms of the provisions of Section 149 of the Companies Act, 2013, and Regulation 17(1)(a) of the SEBI (LODR) Regulations, 2015, the Company shall have at least one Woman Director on the Board. Your Company has Ms. Srishti Agarwal (DIN: 10229578) as the Woman Director on the Board of the Company.

Meetings of the Board

During the year, nine (9) meetings of the Board of Directors were held. The details of Board/Committee Meetings and the attendance of Directors are provided in the Corporate Governance Report, attached to this Report.

10. DEPOSIT UNDER CHAPTER V OF THE COMPANIES ACT, 2013

Your Company has not accepted any public deposits during the year under review and shall not accept any deposits from the public without obtaining prior approval of the RBI. Further, your Company being an NBFC, disclosure requirements under Chapter V of the Act read with Rule 8(5)(v) and 8(5)(vi) of the Companies (Accounts) Rules, 2014 are not applicable to your Company.

11. AUDITORS'' & AUDIT REPORTS Statutory Auditors

As per Section 139 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the members of our Company in its 7th AGM of the Company approved the. appointment of M/s Tattvam & Co., Chartered Accountants (Firm Registration No. 015048N), Delhi as Statutory Auditors of the Company, for a term of 3 (three) consecutive years from the conclusion of the 07th Annual General Meeting till the conclusion of the 10th Annual General Meeting.

The reports of Statutory Auditors on Financial Statements for the FY 2023-24 forms part of the Annual Report. There are no qualifications, reservations, adverse remarks, disclaimer or emphasis of matter in the Auditors'' Reports.

Secretarial Auditor

In terms of the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Abhay Kumar, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the FY ended March 31, 2024. The Secretarial Auditors in their Secretarial Audit Report have reported that The Company has received notice for noncompliance of Regulation 295(1) of ICDR Regulations regarding delay in implementation of bonus issue by 1 (one) day.

BSE has imposed a fine of Rs. 20,000 against the non-compliance, which was paid by the Company as per the mail dated July 24, 2023. The Secretarial Audit Report is attached as Annexure-1 to this report. The Board has re-appointed Mr. Abhay Kumar, Company Secretary in Practice, as Secretarial Auditors of the Company for FY 2024-25.

Internal Auditors

The Board has re-appointed M/s. J. Mandal & Co. LLP (FRN: 0302100E/N500422), Chartered Accountants, Delhi as the Internal Auditors of the Company in its Board Meeting held on 28th May, 2024 for the Financial Year 2024-25. The Internal Audit report is submitted every quarter before the Audit Committee by the Internal Auditors.

12. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

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

• the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the FY i.e. March 31, 2024 and of the profit and loss of the Company for the year ended March 31, 2024;

• 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;

• the Directors have prepared the annual accounts on a going concern basis;

• the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

• Based on the framework of internal financial controls for financial reporting and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditor and the reviews performed by the management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the FY 2023-24; and

• the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. INTERNAL FINANCIAL CONTROLS

Internal Financial Controls laid down by the Company is a systematic set of controls and procedures to ensure orderly and efficient conduct of its business including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. Internal financial controls not only require the system to be designed effectively but also to be tested for operating effectiveness periodically.

The Board is of the opinion that internal financial controls with reference to the financial statements were tested and reported adequate and operating effectively. The internal financial controls are commensurate with the size, scale and complexity of operations.

14. RESERVE BANK OF INDIA GUIDELINES

As on 31st March, 2024, the Company falls in the middle layer on group level as per the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023. The Company continues to comply with all the applicable directions, regulations, guidelines, etc. prescribed by RBI from time to time.

15. DETAILS OF FRAUDS REPORTED BY AUDITORS

There were no frauds reported by the Statutory Auditors under the provisions of Section 143(12) of the Companies Act, 2013 and the Rules made there under.

16. DISCLOSURES OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its operations in future.

17. COMMITTEES OF BOARD

The Company has the following committees of the Board of Directors as on March 31, 2024 and the details pertaining to such committees are mentioned in the Corporate Governance Report, which forms part of the Annual Report.

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

18. NOMINATION AND REMUNERATION POLICY

The Company''s policy on appointment of Directors is available on the Company''s website on www.mufingreenfinance.com.

The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company had formulated a policy on Related Party Transactions (''RPTs''), dealing with the review and approval of RPTs. The Policy provides for identification of RPTs, necessary approvals by the Audit Committee/Board/Shareholders, reporting and disclosure requirements in compliance with the Companies Act, 2013 and provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the transactions executed by the Company during the FY, with Related Parties, were on arm''s length basis and in ordinary course of the business. All such Related Party Transactions were placed before the Audit Committee/Board for approval, wherever applicable. Also, the Company has obtained shareholders approval on the material Related Party Transaction in the previous Annual General Meeting.

During the FY, the Company has entered into contract/arrangement/transaction with related party, which is considered material in accordance with Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same was approved by the Shareholders in the previous Annual General Meeting held on September 28, 2023. The policy for determining ''material'' subsidiaries and the policy on materiality on Related Party Transactions and dealing with Related Party Transactions, as approved by the Board, may be accessed on the website of the Company i.e. www.mufingreenfinance.com. Your Directors draw attention of the members to Note No. 41 to the Financial Statements which sets out the Related Party disclosures. Since all Related Party Transactions entered into by the Company were on arm''s length basis and in the ordinary course of the business and the Company had not entered into any material related Party contract as per the Companies Act, 2013, the Form AOC-2 is not required to be provided.

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

Considering that the Company is a Non-Banking Financial Company which is not involved in any manufacturing or processing activities, the particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption are not applicable.

Further, there was Foreign Exchange outgo during the FY 2023-2024, details of which are as follows:

21. PARTICULARS OF EMPLOYEES

Disclosure with respect to the remuneration of Directors and Employees as required under Section 197 (12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed as Annexure-2 which forms part of this Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the FY 2023-24 there was no employee drawing remuneration in excess of the limits set out in the said rules.

22. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as at March 31, 2024 on its website at www.mufingreenfinance.com By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board''s Report.

23. CORPORATE GOVERNANCE

As a responsible corporate citizen, the Company is committed to maintain the highest standards of Corporate Governance and believes in adhering to the best corporate practices prevalent globally.

A detailed Report on Corporate Governance pursuant to the requirements of Regulation 34 read with Schedule V of the SEBI Listing Regulations, is attached to this Report as Annexure-3. A certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance, as stipulated in Clause E of Schedule V to the SEBI Listing Regulations is attached to the Corporate Governance Report.

The Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management for the year ended March 31, 2024. A certificate from the Managing Director confirming the same is attached to the Corporate Governance Report.

A certificate from the CEO and CFO confirming correctness of the financial statements, adequacy of internal control measures, etc. is also attached to the Corporate Governance Report.

24. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Annual Report and is annexed to this report as Annexure 4.

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The details of Vigil Mechanism (Whistle Blower Policy) adopted by the Company have been disclosed in the Corporate Governance Report and forms an integral part of this report.

26. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

The provisions of Section 186 of the Companies Act, 2013 pertaining to investment and lending activities is not applicable to the Company since the Company is Non-Banking Financial Company (NBFC) whose principal business is investment in securities and providing loan of all kinds.

27. MATERIAL CHANGES AND COMMITMENTS

No material changes or commitment has occurred after the close of the FY 2023-24 till the date of this Report, which affects the financial position of the Company.

28. CORPORATE SOCIAL RESPONSIBILITY

The Company''s'' approach towards Corporate Social Responsibility (CSR) is to interweave social responsibility of the Company into Company''s mainstream business functions. CSR is an integrated part of the Company Policy.

The Company is committed to bring a tangible change in the lives of people living in the surroundings by giving them employment opportunities, as well as by their socioeconomical development. All CSR initiatives are being planned, executed and monitored by the Committee/ Board. The CSR programs are aligned with Govt. mandate at Local and State Level and as per the specific needs of the Community.

Some of the initiatives taken by the Company in field of socio economical development, education & health are -

- Promotion of education

- Promotion of Employment

- Animal Welfare

A Board level Committee of CSR has been constituted. The details of membership of the Committee & the meetings held are detailed in the Corporate Governance Report, forming part of this Report. The Corporate Social Responsibility Policy is available on the website of the Company at the www.mufingreenfinance.com.

The Annual Report on Corporate Social Responsibility activities is annexed to this report as Annexure-5.

29. COMPLIANCE WITH SECRETARIAL STANDARDS OF INSTITUTE OF COMPANY SECRETARIES OF INDIA

The Company has complied with the Secretarial Standard-1 on ''Meetings of the Board of Directors'' and Secretarial Standard-2 on ''General Meetings'' issued by the Institute of Company Secretaries of India.

30. BOARD EVALUATION

A statement on annual evaluation by the Board of its performance and performance of its committees as well as Individual Directors forms part of the Corporate Governance Report attached to this report.

31. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has a policy on prevention of sexual harassment at the workplace. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.During the FY 2023-24, there were no complaints received.

32. COST RECORDS AND AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

33. INVESTOR SERVICES

In its endeavor to improve investor services, your Company has taken the following initiatives:

• An Investors Section on the website of the Company www.mufingrenfinance.com has been created.

• There is a dedicated e-mail id [email protected] for sending communications to the Company Secretary.

• Disclosure made to the Stock Exchange are promptly uploaded on the website of the Company for information of the Investors.

• Members may lodge their requests, complaints and suggestions on this e-mail as well.

34. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

As a responsible corporate citizen, ESG (Environmental, Social, and Governance) is highly relevant for the company. It demonstrates our commitment to Environmental stewardship, social responsibility, and good governance.

In terms of Regulation 34(2)(f) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Business Responsibility and Sustainability Report for the financial year under review is presented in a separate section forming part of the Annual Report. The detailed information on the initiatives taken by the Company from an environmental, social and governance perspective is provided in the Business Responsibility and Sustainability Report which forms part of this Report as Annexure-6.

35. FAIR PRACTICE CODE (FPC)

The Company has in place, a Fair Practice Code approved by the Board in compliance with the guidelines issued by the RBI, to ensure better service and provide necessary information to customers to take informed decisions. The FPC is posted on the website of the Company at https://www.mufingreenfinance.in. The FPC is also reviewed by the Board at frequent intervals to ensure its level of adequacy and appropriateness.

36. CREDIT RATING

During FY 2023-24, Credit Rating for the Company has been upgraded to BBB | Stable from Acuite Ratings Research from erstwhile BBB | Stable from Acuite Ratings Research.

37. ACKNOWLEDGMENTS

The Directors thank the Shareholders, Banks and other Lenders, Customers, Vendors and other business associates for the confidence reposed in the Company and its management and look forward to their continued support. The Board places on record its appreciation for the dedication and commitment of the employees at all levels, which has continued to be our major strength. We look forward to their continued support in the future.

38. CAUTIONARY STATEMENT

Statements in the Boards'' Report and Management Discussion and Analysis, describing the Company''s objectives, outlook, opportunities and expectations may constitute "Forward Looking Statements" within the meaning of applicable laws and regulations. Actual results may differ from those expressed or implied expectations or projections, among others. Several factors make a significant difference to the Company''s operations including the government regulations, taxation and economic scenario affecting demand and supply, natural calamity and other such factors over which the Company does not have any direct control.

For and on behalf of the Board Mufin Green Finance Limited Manoj Kumar Bhatt

Place: New Delhi Chairman

Dated: 05.09.2024 DIN: 09452843

BOARD''S REPORT
To

The Members

Mufin Green Finance Limited

The Board of Directors are pleased to present the 7th (Seventh) Annual Report of the Company, together with the
Audited Financial Statements for the Financial Year (FY) ended March 31, 2023.

1. FINANCIAL SUMMARY

2. STATE OF COMPANY AFFAIRS & OPERATIONS

The Company is registered with Reserve Bank of India as a Non-Deposit taking Non-Banking Financial Company
(NBFC) and engaged primarily in the business of Investments and providing loans. The Company is listed on BSE
Limited.

Indian economy has moved on after its encounter with the COVID-19 pandemic, staging a full recovery in FY 22 ahead
of many developing nations and positioned itself to ascend to pre-pandemic growth path in FY 23. Yet in the current
year, India also faced the challenge of reigning in inflation that the European strife accentuated. RBI raised policy
rates cumulatively by 250 bps during the financial year. Despite high inflation sales of EV vehicles have increased due
to improved fleet utilizations and passenger vehicles in FY 23.

For the year ended March 31, 2023 the Company earned Total Revenue of Rs. 3,530.16 lakhs and a Net Profit (after
tax expense) of Rs. 811.67 lakhs, resulting in an EPS of 1.73.

Your company has achieved its highest ever disbursals, collections in FY 23. The disbursements for FY 23 grew by
507% to 273.45 crores. The business AUM of the company stood at 261.61 crores which is a growth of 441% YOY.

The company continued to hold a strong liquidity position with 1714.84 lakhs as cash balance and cash equivalent
as at end of 31 March, 2023. The Asset Liability Management (ALM) is comfortable with no negative cumulative mis¬
matches across all time buckets.

The company will look to scale up by improving efficiencies and the company''s strong sales and collections set-up
combined with digital initiatives will support in improving efficiencies.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your Company during the year under review.

4. TRANSFER TO RESERVES

There has been no transfer to general reserves during the year. As required by Reserve Bank of India, the Company
made a transfer of Rs. 162.43 lakhs to statutory reserves constituting 20% of the net profits made during the year
under review.

6. DIVIDEND

After careful assessment of the available profit during the financial year ended 31st March, 2023, your Directors have
not recommended any dividend for the financial year ended 31st March, 2023.

7. CAPITAL STRUCTURE
Authorised Share Capital

During the year under review Authorized Share Capital of the Company has been increased from Rs. 4,50,00,000
(Rupees Four Crore Fifty Lakh only) comprising of 2,25,00,000 (Two Crores Twenty Five Lakh) Equity Shares of Rs.
2 (Rupees Two) each to Rs. 7,00,00,000 (Rupees Seven Crores only) comprising of 3,50,00,000 (Three Crores Fifty
Lakh) Equity Shares of Rs. 2 (Rupees Two) each.

Further, Equity Shares of Rs. 2 each has been splitted into two Equity Shares of Rs. 1 each.

Paid up Share Capital

During the year under review, the Company has allotted 35,54,502 Equity Shares of face value of Rs. 2 each at a
premium of 124.60/- per Equity Share by way of preferential allotment on a private placement basis. Accordingly,
paid up share capital of your Company stands increased from 2,16,11,360 Equity Shares of Rs. 2 each to 2,51,65,862
Equity Shares of Rs. 2 each.

8. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The Company doesn''t have any subsidiary, joint venture or associate Company.

9. NON-CONVERTIBLE DEBENTURES

During the year under review, your Company has issued 11,63,550 Secured, Rated, Redeemable, Non-Convertible
Debentures ("NCD"), having face value of Rs. 500 each aggregating to 58.17 Crore on a private placement basis.
Non-Convertible Debentures amounting Rs. 58.17 Crore were outstanding as on 31st March, 2023.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment, Re-appointment and Resignation

Mrs. Srishti Agarwal will retire at the ensuing Annual General Meeting (AGM) and being eligible, has offered herself
for re-appointment. The Board recommends her re-appointment to the members in the ensuing AGM.

During the period under review, there were change in Directors and Key Managerial Personnel of the Company, details
of change in Directors and Key Managerial Personnel are as follows:

Retirement of director by rotation

Mrs. Srishti Agarwal (DIN 10229578), non-executive non-independent director of the Company will retire by rotation
at the ensuing AGM and being eligible, offers herself for re-appointment. The Nomination and Remuneration Commit¬
tee in its meeting held on August 29, 2023 has recommended to the Board of Directors and Members, reappointment
of Mrs. Srishti Agarwal as director of the company retiring by rotation. Her profile is given in the Notice of the ensuing
AGM, forming part of this Annual Report.

Declaration by Independent Directors

All Independent Directors have given declaration that they meet the criteria of independence with relevant integrity,
expertise, experience and proficiency as provided under Section 149 read with Schedule IV of the Act and Regulation
16 of the SEBI Listing Regulations and have also complied with the code of conduct of Directors and Senior Manage¬
ment. They have also given declaration that their names were included in the data bank of Independent Directors
being maintained with ''Indian Institute of Corporate Affairs'' under Rule 6 (3) of the Companies (Appointment and
Qualification of Directors) Rules, 2014.

Policies on appointment of Directors

The management of the Company is immensely benefitted from the guidance, support and mature advice from mem¬
bers of the Board of Directors who are also members of various committees. The Board consists of directors possess¬
ing diverse skill, rich experience to enhance quality of its performance. The Company has adopted a Policy on Board
Diversity formulated by the Nomination and Remuneration Committee.

Annual Performance Evaluation of the Board

The Board, the Committees of the Board and independent directors continuously strive for efficient functioning of
Board and its committees and better corporate governance practices. A formal performance evaluation was carried
out at the meeting of the Board of Directors held on May 25, 2023 where the Board made an annual evaluation of
its own performance, the performance of directors individually as well as the evaluation of the working of its various
Committees for the Financial Year 2022-23 on the basis of a structured questionnaire on performance criteria. The
Board expressed its satisfaction with the evaluation process. The observations made during the evaluation process
were noted and based on the outcome of the evaluation and feedback of the Directors, the Board and the manage¬
ment agreed on various action points to be implemented in subsequent meetings.

The evaluation process endorsed cohesiveness amongst directors, the openness of the management in sharing the
information with the Board and placing various proposals for the Board''s consideration and approval.

The Independent Directors met on March 28, 2023 without the presence of other directors or members of Manage¬
ment. All the Independent Directors were present at the meeting. In the meeting, the independent directors reviewed
performance of Non-Independent Directors, the Board as a whole and Chairman. They assessed the quality, quantity
and timeliness of flow of information between the Company Management and the Board. The Independent Directors
expressed satisfaction over the performance and effectiveness of the Board, individual Non-Independent Directors.

Meetings of the Board

During the year, ten (10) meetings of the Board of Directors were held. The details of Board/Committee Meetings and
the attendance of Directors are provided in the Corporate Governance Report, attached to this Report.

11. DEPOSIT UNDER CHAPTER V OF THE COMPANIES ACT, 2013

Your Company has not accepted any public deposits during the year under review and shall not accept any deposits
from the public without obtaining prior approval of the RBI. Further, your Company being an NBFC, disclosure re¬
quirements under Chapter V of the Act read with Rule 8(5)(v) and 8(5)(vi) of the Companies (Accounts) Rules, 2014
are not applicable to your Company.

12. AUDITORS'' & AUDIT REPORTS
Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act, 2013, M/s. Chaturvedi & Partners, Chartered Accoun¬
tants (Firm Registration No. 307068E), were re-appointed as the Company''s Statutory Auditors by the shareholders
at their 4th AGM held on September 30, 2020, for a period of five years i.e. till the conclusion of 9th AGM.

Further, M/s. Chaturvedi & Partners, Chartered Accountants (Firm Registration No. 307068E) has resigned from the
office of the Statutory Auditors with effect from August 12, 2023 and The Board of Director in their meeting held on
August 21, 2023 has appointment M/s Tattvam & Co., Chartered Accountants (Firm Registration No. 015048N) to fill
the casual vacancy caused due to resignation M/s. Chaturvedi & Partners, Chartered Accountants and recommended
to the members for appointment in the ensuing Annual General Meeting.

The Board received a certificate form M/s Tattvam & Co., Chartered Accountants (Firm Registration No. 015048N) inti¬
mating that, if that firm will be appointed at ensuing Annual General Meeting, it shall be in accordance with the limits
specified under Section 139(1) read with qualification as prescribed under Section 141 of the Companies Act, 2013.

The reports of Statutory Auditors on Financial Statements for the FY 2022-23 forms part of the Annual Report. There
are no qualifications, reservations, adverse remarks, disclaimer or emphasis of matter in the Auditors'' Reports.

In terms of the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remu¬
neration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Abhay Kumar, Practicing Company
Secretary, to undertake the Secretarial Audit of the Company for the FY ended March 31, 2023. The Secretarial Au¬
ditors in their Secretarial Audit Report have reported that The Company has received notice for non- compliance of
Regulation 27(2) of SEBI (LODR) 2015 regarding delay in filing of Corporate Governance Report for the quarter ended
June 30, 2022 by 4 days.

BSE has imposed a fine of Rs. 8,000 against the non-compliance, which was paid by the Company as per the mail
dated August 22, 2022. The Secretarial Audit Report is attached as Annexure-1 to this report. The Board has re-ap¬
pointed Mr. Abhay Kumar, Company Secretary in Practice, as Secretarial Auditors of the Company for FY 2023-24.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby
confirmed that:

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

• the Directors had selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the FY i.e. March 31, 2023 and of the profit and loss of the Company for the year ended
March 31, 2023;

• 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;

• the Directors have prepared the annual accounts on a going concern basis;

• the Directors had laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively.

Based on the framework of internal financial controls for financial reporting and compliance systems
established and maintained by the Company, work performed by the internal, statutory and secretarial
auditor and the reviews performed by the management and the relevant Board committees, including the
Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate
and effective during the FY 2022-23; and

• the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

14. INTERNAL FINANCIAL CONTROLS

Internal Financial Controls laid down by the Company is a systematic set of controls and procedures to ensure orderly
and efficient conduct of its business including adherence to the Company''s policies, safeguarding of its assets, preven¬
tion and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation
of reliable financial information. Internal financial controls not only require the system to be designed effectively but
also to be tested for operating effectiveness periodically.

The Board is of the opinion that internal financial controls with reference to the financial statements were tested and
reported adequate and operating effectively. The internal financial controls are commensurate with the size, scale and
complexity of operations.

15. RESERVE BANK OF INDIA GUIDELINES

Your Company complies with the direction(s), circular(s), notification(s) and guideline(s) issued

by the Reserve Bank of India as applicable to your Company as Non-Deposit taking Non-Banking Financial Company

("NBFC").

16. DETAILS OF FRAUDS REPORTED BY AUDITORS

There were no frauds reported by the Statutory Auditors under the provisions of Section 143(12) of the Companies
Act, 2013 and the Rules made there under.

17. DISCLOSURES OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going
concern status of the Company and its operations in future.

18. COMMITTEES OF BOARD

The Company has the following committees of the Board of Directors as on March 31, 2023 and the details pertaining
to such committees are mentioned in the Corporate Governance Report, which forms part of the Annual Report.

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

19. NOMINATION AND REMUNERATION POLICY

The Company''s policy on appointment of Directors is available on the Company''s website on www.mufingreenfinance.com.

The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corpo¬
rate Governance Report, which is a part of this report.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company had formulated a policy on Related Party Transactions (''RPTs''), dealing with the review and approval of
RPTs. The Policy provides for identification of RPTs, necessary approvals by the Audit Committee/Board/Shareholders,
reporting and disclosure requirements in compliance with the Companies Act, 2013 and provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

All the transactions executed by the Company during the FY, with Related Parties, were on arm''s length basis and in
ordinary course of the business. All such Related Party Transactions were placed before the Audit Committee/Board
for approval, wherever applicable. Also, the Company has obtained shareholders approval on the material Related
Party Transaction in the previous Annual General Meeting.

During the FY, the Company has entered into contract/arrangement/transaction with related party, which is con¬
sidered material in accordance with Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the same was approved by the Shareholders in the previous Annual General Meeting held on
September 28, 2022. The policy for determining ''material'' subsidiaries and the policy on materiality on Related Party
Transactions and dealing with Related Party Transactions, as approved by the Board, may be accessed on the website
of the Company i.e. www.mufingreenfinance.com. Your Directors draw attention of the members to Note No. 41 to
the Financial Statements which sets out the Related Party disclosures. Since all Related Party Transactions entered
into by the Company were on arm''s length basis and in the ordinary course of the business and the Company had not
entered into any material related Party contract as per the Companies Act, 2013, the Form AOC-2 is not required to
be provided.

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

Considering that the Company is a Non-Banking Financial Company which is not involved in any manufacturing or
processing activities, the particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption are not
applicable.

Further, there was Foreign Exchange outgo during the FY 2022-2023, details of which are as follows:

22. PARTICULARS OF EMPLOYEES

Disclosure with respect to the remuneration of Directors and Employees as required under Section 197 (12) of the
Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, as amended, is annexed as Annexure-2 which forms part of this Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, during the FY 2022-23 there was no employee drawing re¬
muneration in excess of the limits set out in the said rules.

23. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the
Annual Return as at March 31, 2023 on its website at www.mufingreenfinance.com By virtue of amendment to Section
92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9)
as part of the Board''s Report.

24. CORPORATE GOVERNANCE

As a responsible corporate citizen, the Company is committed to maintain the highest standards of Corporate Gover¬
nance and believes in adhering to the best corporate practices prevalent globally.

A detailed Report on Corporate Governance pursuant to the requirements of Regulation 34 read with Schedule V of
the SEBI Listing Regulations, is attached to this Report as Annexure-3. A certificate from the Practicing Company
Secretary confirming compliance with the conditions of Corporate Governance, as stipulated in Clause E of Schedule
V to the SEBI Listing Regulations is attached to the Corporate Governance Report.

The Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for Direc¬
tors and Senior Management for the year ended March 31, 2023. A certificate from the Managing Director confirming
the same is attached to the Corporate Governance Report.

A certificate from the CEO and CFO confirming correctness of the financial statements, adequacy of internal control
measures, etc. is also attached to the Corporate Governance Report.

25. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing
Regulations, is presented in a section forming part of this Annual Report and is annexed to this report as Annexure 4.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The details of Vigil Mechanism (Whistle Blower Policy) adopted by the Company have been disclosed in the Corporate
Governance Report and forms an integral part of this report.

27. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

The provisions of Section 186 of the Companies Act, 2013 pertaining to investment and lending activities is not ap¬
plicable to the Company since the Company is Non-Banking Financial Company (NBFC) whose principal business is
investment in securities and providing loan of all kinds.

28. MATERIAL CHANGES AND COMMITMENTS

No material changes or commitment has occurred after the close of the FY 2022-23 till the date of this Report, which
affects the financial position of the Company.

29. CORPORATE SOCIAL RESPONSIBILITY

The Company''s'' approach towards Corporate Social Responsibility (CSR) is to interweave social responsibility of the
Company into Company''s mainstream business functions. CSR is an integrated part of the Company Policy.

The Company is committed to bring a tangible change in the lives of people living in the surroundings by giving them
employment opportunities, as well as by their socioeconomical development. All CSR initiatives are being planned,
executed and monitored by the Committee/ Board. The CSR programs are aligned with Govt. mandate at Local and
State Level and as per the specific needs of the Community.

Some of the initiatives taken by the Company in field of socio economical development, education & health are -

- Promotion of education - training & awareness program extending support to children for their education,
provided different facilities for schools, provided apprentices training to the nearby students to increase their
skill.

A Board level Committee of CSR has been constituted. The details of membership of the Committee & the meetings
held are detailed in the Corporate Governance Report, forming part of this Report. The Corporate Social Responsibility
Policy is available on the website of the Company at the www.mufingreenfinance.com.

The Annual Report on Corporate Social Responsibility activities is annexed to this report as Annexure-5.

30. COMPLIANCE WITH SECRETARIAL STANDARDS OF INSTITUTE OF COMPANY SECRETARIES OF INDIA

The Company has complied with the Secretarial Standard-1 on ''Meetings of the Board of Directors'' and Secretarial
Standard-2 on ''General Meetings'' issued by the Institute of Company Secretaries of India.

31. BOARD EVALUATION

A statement on annual evaluation by the Board of its performance and performance of its committees as well as In¬
dividual Directors forms part of the Corporate Governance Report attached to this report.

32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013

The Company has a policy on prevention of sexual harassment at the workplace. The Company has complied with the
provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Work¬
place (Prevention, Prohibition and Redressal) Act, 2013.During the FY 2022-23, there were no complaints received.

33. COST RECORDS AND AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the
Companies Act, 2013 are not applicable for the business activities carried out by the Company.

34. INVESTOR SERVICES

In its endeavor to improve investor services, your Company has taken the following initiatives:

• An Investors Section on the website of the Company www.mufingrenfinance.com has been created.

• There is a dedicated e-mail id [email protected] for sending communications to the Company Secretary.

• Disclosure made to the Stock Exchange are promptly uploaded on the website of the Company for information
of the Investors.

Members may lodge their requests, complaints and suggestions on this e-mail as well.

35. ACKNOWLEDGMENTS

The Directors thank the Shareholders, Banks and other Lenders, Customers, Vendors and other business associates
for the confidence reposed in the Company and its management and look forward to their continued support. The
Board places on record its appreciation for the dedication and commitment of the employees at all levels, which has
continued to be our major strength. We look forward to their continued support in the future.

For and on behalf of the Board

Mufin Green Finance Limited

Manoj Kumar Bhatt

Place: New Delhi Chairman

Dated: 29.08.2023 DIN: 09452843