Mukesh Babu Financial Services Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2026

Your directors have pleasure in presenting the Forty First (41^st) Annual Report on the business,
operations and state of affairs of the Company together with the Standalone and Consolidated
Audited Financial Statements for the financial year ended March 31, 2026:

1. COMPANY OVERVIEW

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

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

2. FINANCIAL HIGHLIGHTS

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

(?’000)
Particulars	Current	Previous	Current	Previous
	Year	Year	Year	Year
	Standalone	Standalone	Consolidated	Consolidated
	2025-26	2024-25	2025-26	2024-25
Total Income	127,310	89,987	2,40,601	83,775
Total Expenditure	71,707	55,814	1,55,370	66,124
(excluding depreciation) Profit/(Loss) Before Depreciation & Income Tax	55,603	34,173	85,231	17,651
Depreciation	2,076	1,107	2,708	1,707
Profit before Tax	53,527	33,066	82,523	15,944
Tax expenses	13,805	10,722	19,186	10,826
Net Profit After Tax	39,722	22,344	63,337	5,118
Profit / (Loss) attributable to/(from) non-controlling interests	0	0	(11,425)	8,335
Profit for the year	39,722	22,344	51,912	13,453
Other Comprehensive Income (net of tax)	1,52,824	41,137	2,29,817	3,10,163
Total Comprehensive Income after tax	1,92,546	63,481	2,93,154	3,15,281
Appropriations from Profit after Tax:
Transfer to Reserve Fund 7,944		4,469	7,944	4,469
under Section 45-IC of the RBI Act, 1934

Dividend	8,365	8,365	8,365	8,365
Provision for Standard Assets	(432)	326	(432)	326
Impairment Reserves	966	0	966	0
Balance carried to Balance Sheet	22,879	9,184	36,069	291
Earnings Per Share (Basic/Diluted)	5.70	3.21	9.09	0.73

3. PERFORMANCE REVIEW

During FY 2025-26, the Company
recorded stable operational performance.
Revenue generation remained moderate
in line with the scale of operations and
cautious lending strategy adopted during
the year.

During the year under review Income
from Operations has increased from
? 89,351 Thousands to ? 1,25,918
Thousands (increase of 40.92%) and
Profit after Tax has increased from
? 22,344 Thousands to ? 39,722
thousand (increase of 77.77%).

4. TRANSFER TO RESERVE

A sum of ? 7,944 Thousands has been
transferred to Statutory Reserve during
the year. Your Company does not
propose to transfer any amount to
General Reserve out of the amounts
available for appropriation and an
amount of ? 22,879 Thousands is
proposed to be retained in the Profit &
Loss account.

5. SHARE CAPITAL

The Paid-up Equity Share Capital of the
Company as on March 31, 2026 is
? 69,675 Thousand. During the year
under review, the Company has neither
issued any shares with differential
voting rights nor granted any stock
options nor any sweat equity.

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

6. DIVIDEND

The Board of Directors has
recommended a dividend of ? 1.20
(Rupee One and Twenty Paise Only)
per equity share on face value of ?10/-
(Rupees Ten each) i.e.12% for the
financial year ended March 31, 2026.

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

Members may note that the Income-tax
Act, 2025, (“the IT Act 2025”),
mandates that dividend paid or
distributed by a company shall be
taxable in the hands of members. The
Company shall therefore be required to
deduct tax at source (TDS) at the time of
making the payment of final dividend.
To enable us to determine the
appropriate TDS rate as applicable,
members are requested to submit
relevant documents, as specified in the
below paragraphs, in accordance with
the provisions of the IT Act 2025. The
withholding tax rate would vary
depending on the residential status of the
shareholder and documents registered
with the Company.

However, no tax shall be deducted on
the dividend payable to resident
individual shareholders if the total
dividend to be received by them during
tax year 2026-27 does not exceed
?10,000 and also in cases where
members provide Form 121, subject to
conditions specified in the IT Act 2025.
Resident shareholders may also submit
any other document as prescribed under
the IT Act 2025 to claim a lower / nil
withholding of tax. PAN is mandatory
for members providing Form 121 or any
other document as mentioned above.

Dividend will be paid to those Members
whose names appear in the Register of
Members as on August 05, 2026.

7. SCALE BASED REGULATIONS

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

8. INDIAN ACCOUNTINGSTANDARD (IND AS)

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

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

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

9. PERFORMANCE OF SUBSIDIARY
COMPANIES

During the year under review the
Company has only one subsidiary -
Mukesh Babu Securities Limited (CIN:
U67120MH1994PLC076455) and the
Highlights of the financial performance
during Financial Year 2025-26 are as
follows:

As on March 31, 2026, the Authorised
& Paid-up Share Capital of the
Subsidiary Company is ?50,000
Thousand Only. There is net profit of
? 23,615 Thousand in the Company for
the year ended March 31, 2026 against
net loss of ? 17,226 Thousand in the
previous year.

Accounts of Subsidiary

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

Pursuant to proviso (b) to Section
136(1) of the Companies Act, 2013, a
copy of the Audited Financial
statements for the year ended March 31,
2026 along with the Reports of the
Board of Directors and the Auditors of
the Company’s subsidiary- Mukesh
Babu Securities Limited shall be
furnished to any shareholder on
demand.

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

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

10. CONSOLIDATED FINANCIAL
STATEMENTS

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

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

11. MATERIAL CHANGES AND

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

RELATE AND THE DATE OF THE
REPORT

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

12. PUBLIC DEPOSITS

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

13. PARTICULARS OF LOANS,
GUARANTEES OR INVESTMENTS

The provisions of Section 186 of the
Companies Act, 2013 pertaining to
investment and lending activities is not
applicable to the Company since the
Company is a Non- Banking Financial
Company registered with the Reserve
Bank of India.

During the year under review, the
Company strategically invested its
surplus funds in various securities, as
part of its normal business operations.
These investments were made to
optimize returns while ensuring liquidity
and managing risks in accordance with
the Company’s investment policy.

The details of loan given, investments
made and guarantees and security
provided during the financial year are
furnished in the Notes to the financial
statements.

14. PARTICULARS OF CONTRACTS
OR ARRANGEMENTS MADE
WITH RELATED PARTIES

As your Company is engaged in the
business of lending and investment
activities, it provides and avails loans
and avails brokerage services from
related parties in the ordinary course of
business and on an arm''s length basis.

Your Company has in place a robust
process for approval of Related Party
Transactions and on dealing with
Related Parties. All the related party
transactions/contracts/arrangements
entered by the Company during the
financial year under review were on an
arms’ length basis and were carried out
in the ordinary course of business.

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

All related party transactions entered
into by the Company are placed before
the Audit Committee for its approval.
Prior omnibus approval of the Audit
Committee is obtained for transactions
that are repetitive in nature. The
transactions entered into pursuant to the
omnibus and specific approvals are
reviewed periodically by the Audit
Committee.

Necessary details for each of the Related
Party Transactions as applicable along
with the justification are provided to the
Audit Committee in terms of the
Company’s Policy on Materiality of and
Dealing with Related Party Transactions
and as required under various SEBI
Circulars.

The Company has made full disclosure
of all related party transactions entered
into during the year under review in the
Notes to the Financial Statements
forming part of this Annual Report. All
these transactions were duly approved
by the members of the Company at the
previous Annual General Meeting.

The Company has not entered into
contracts/arrangements with related
parties referred to in subsection (1) of
section 188 of the Act and a
confirmation to this effect as required
under Section 134(3)(h) of the
Companies Act 2013 is given in Form
AOC-2 which is annexed as Annexure
- B to this report.

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

As the Company anticipates entering
into similar transactions with related
parties during the financial year 2026¬
27, and the aggregate value of such
transactions may exceed the materiality
threshold prescribed under the SEBI
(Listing Obligations and Disclosure
Requirements) Regulations, 2015, your
approval is being sought for the Related
Party Transactions as set out in
Resolutions Nos. 4 and 5 of the Notice.
The omnibus approval of the Audit
Committee for these transactions has
already been obtained. All relevant
details and information necessary to
enable the shareholders to make an
informed decision in respect of the
proposed resolutions have been provided
in the Notice.

15. CORPORATE SOCIALRESPONSIBILITY (CSR)

Pursuant to Section 135 of the
Companies Act, 2013, read with the
Companies (Corporate Social
Responsibility Policy) Rules, 2014, the
Corporate Social Responsibility (CSR)
provisions were applicable to the
Company during the financial year
2025-26.

The Company had an unspent CSR set¬
off amount of ?4,17,000 available from
the preceding financial year, which was
eligible to be adjusted against the current
year''s CSR obligation of ?2,21,000.
Notwithstanding the availability of such
set-off, the Company voluntarily made
an additional contribution towards CSR
activities amounting to ?7,00,000 during
the financial year.

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

17. RISK MANAGEMENT

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

The Company being a Non- Banking
Financial Company is regulated by
Reserve Bank of India (RBI) and the
Board of Directors of the Company has

activities undertaken during the year is
provided as Annexure-C to this report.

16. INTERNAL FINANCIALCONTROL SYSTEMS AND THEIR
ADEQUACY

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

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

constituted the Committee to frame,
implement and monitor the Risk
Management Policy of the Company in
terms of applicable RBI guidelines.

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

18. WHISTLE BLOWER POLICY /
VIGIL MECHANISM

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

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

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

20. DISCLOSURE UNDERMATERNITY BENEFIT ACT 1961

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

The policy is available on the
Company’s website at

https://mbfsl.com/corporategovernance-
policies/. The policy provides for
adequate safeguard against the
victimization of the employees and
Directors who express their concerns.
The Company has also provided direct
access to the Chairman of the Audit
Committee on reporting issues
concerning the interests of employees
and the Company.

The functioning of Vigil Mechanism is
overseen by the Audit Committee.
There was no instance of denial of
access to the Audit Committee.

All employees (permanent, contractual,
temporary, trainees) are covered under
this policy. There have been no
complaints filed or cases reported during
the financial year ended March 31,
2026. The policy is available on the
Company’s website at

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

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

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

(a) Board of Directors

There is no change in the constitution of the Board of Directors of the Company during the
year under review. The brief profile of the Directors as on March 31, 2026 is as below:

Mr. Mukesh C. Babu, Chairman and Managing Director	As Chairman and Managing Director, Mr. Mukesh C. Babu exemplifies leadership by actively guiding the company with a steadfast commitment to consensus-building and democratic processes. With a tenure dating back to the company''s inception, he brings over 40 years of extensive expertise in Capital Markets, Stocks & Shares, Investment Banking, and Merchant Banking.
Mrs. Meena Mukesh Babu, Non-Executive Director	She is one of the Promoters of the Company and Non-Executive Non-Independent Director of the Company. She is also the Managing Director of Mukesh Babu Securities Limited, Company''s Subsidiary since 1997 and has extensive expertise and experience of over 3 decades in the field of Stocks & Shares, Investment Banking and Merchant Banking.
	She is a member of the Nomination & Remuneration Committee and Corporate Social Responsibility Committee.
Mr. Bhavesh Doshi, Independent Director	With over 3 decades of experience in the capital markets and investment, he offers a keen and insightful perspective on the Indian economy and macroeconomic conditions across industries. He serves as an Independent Director on the Company’s Board.
Mr. Chetan M. Tamboli Independent Director Chairman of SRC and CSR Committee	Mr. Chetan M. Tamboli is a Commerce graduate with an MBA from the USA. As the Chairman and Managing Director of Steelcast Limited, he brings over 35 years of experience to his role. He is actively involved on the boards of various private and public companies and has held several distinguished positions, including:
	• Chairman of the Board of Governors at Government Engineering College, Bhavnagar, Gujarat • Chairman of the CII Western Regional Council for 2014-15

	• Chairman of the Institute Management
	Committee at ITI, Ghogha (Bhavnagar, Gujarat)
	His expertise encompasses strategy, policy¬ making, and overall management, with a strong emphasis on strategic management, finance, general management, production, marketing, and corporate laws.
Mr. Mayank Soti	Mr. Mayank Soti holds a Bachelor of
Independent Director	Commerce degree and has completed the
Chairman of Nomination &	Company Secretary course. He is presently
Remuneration Committee	associated with Bridge Fintech Private Limited (Finzy) as Chief Strategy Officer. His last notable positions include Senior Executive Vice President and COO at ECL Finance Ltd (part of the Edelweiss Group) and Head of CSD Enterprise at Tata Teleservices Limited. With over 2 decades of cross-cultural and global experience, he specializes in business strategy and planning, credit and risk management, and general management. His expertise encompasses business planning and operations, strategy formulation, business origination, and overall credit, risk, and operational management.
Mr. Subhash Dave	Mr. Subhash Dave holds a Bachelor’s degree
Independent Director	in Commerce and is a Practicing Chartered
Chairman of Audit Committee	Accountant. With over four decades of extensive experience in finance and strategic management, he has held several key leadership roles, including Executive Director (Finance) at Gujarat State Petroleum Corporation Ltd., and Director (Commercial) at M/s Sabarmati Gas Limited (SGL) on a full-time basis, among other notable Positions. He has successfully overseen large- scale financial operations, raised substantial funds, and implemented critical systems such as SAP.
	His expertise includes corporate finance, resource mobilization, credit appraisal, and strategic planning, consistently driving significant growth and efficiency in his roles.

(b) Appointment of Directors

There is no new appointment during the
year under review.

(c) Resignation/Retirement of director

There is no resignation or retirement
during the period under review.

(d) Retirement by rotation

In terms of the provisions of Section
152(6) of the Companies Act, 2013,
Mr. Mukesh Babu (DIN:00224300)
retires by rotation at the forthcoming
Annual General Meeting and being
eligible offers himself for re¬

appointment. The Board recommends
his re-appointment.

22. BOARD AND COMMITTEES

During the year ended March 31, 2026,
four (4) Board meetings were held and
the gap between two consecutive Board
Meetings did not exceed 120 days and at
least one meeting was held in each
quarter.

23. INDEPENDENT DIRECTORS(a) Declaration from Independent
Directors

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

(e) Key Managerial Personnel

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

1. Mr. Mukesh Babu - Managing
Director

2. Mr. Mahesh Thakar- Chief
Financial Officer

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

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

(b) Criteria for Performance Evaluation

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

(c) Details of Familiarization Programme

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

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

Pursuant to the provisions of Section
178(2) of the Companies Act, 2013 read
with Clause VIII of Schedule IV to the
Companies Act, 2013 and the
requirements laid down under Schedule
II on Corporate Governance of the SEBI
(Listing Obligations and Disclosure
Requirements) Regulations, 2015; the
Nomination and Remuneration
Committee has framed Policy for
evaluation of performance of the Board,
its committees and individual Directors.

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

During the year under review, a meeting
of Independent Directors was held on
April 30, 2025 to carry out annual
evaluation of the performance of the
Board, its committees and of individual
directors. The manner in which the
evaluation was carried out has been
explained in the Corporate Governance
Report.

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

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

25. POLICY ON DIRECTORS’
APPOINTMENT AND

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

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

The Nomination & Remuneration Policy
of the Company is available on the
Company’s website:

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

26. POLICIES OF THE COMPANY

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

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

1. Code for Insider Trading Policy

2. Nomination & Remuneration Policy

3. Policy for determination of Material
Subsidiary

4. Policy on materiality of Related
Party Transactions

5. Policy on dealing with Related
Party Transactions

6. Whistle Blower Policy

7. Document Retention and Archival
Policy

8. Code for Directors and Senior
Managerial Personnel

9. Policy on evaluation of Directors

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

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

27. DIRECTORS RESPONSIBILITY
STATEMENT

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

(a) in the preparation of the annual
accounts for the year ended March
31, 2026, the applicable accounting
standards have been followed from
time to time and no material
departures have been made from the
same;

(b) they have selected such accounting
policies and applied them
consistently and made judgments and
estimates that are reasonable and
prudent so as to give a true and fair
view of the state of affairs of the
Company as at March 31, 2026 and
of the profit and loss of the Company
for that period;

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

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

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

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

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

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

29. AUDITORS AND AUDITORS’
REPORTStatutory Auditors

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

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

Reporting of Frauds by Statutory
Auditors

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

Secretarial Auditors

Pursuant to the provisions of Section
204 of the Companies Act, 2013 read
with the Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014 and in terms of the
Regulation 24A of the Securities and

Exchange Board of India (Listing
Obligations and Disclosure

Requirements) Regulations, 2015, the
Shareholders of the Company in the
40th AGM of the Company held on
September 09, 2025 appointed CS V. V.
Chakradeo of M/s. V. V. Chakradeo &
Co., Practicing Company Secretaries
(FCS: 3382/ COP: 1705) to carry out the
audit of secretarial records of the
Company for a term of period of 5 (five)
years commencing from the financial
year 2025-26.

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

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

Internal Auditors

As per provisions of Section 138 of the
Companies Act, 2013, every Listed
Company is required to appoint an
Internal Auditor to conduct internal
audit of the functions and activities of
the company. The Board of Directors,
based on the recommendation of the
Audit Committee, had approved the
appointment of M/s. V. R. Pandya &
Co., Chartered Accountants, Mumbai
(Firm Registration No.107333W), as the
Internal Auditors of the Company for
the financial year ended on March 31,
2026 to conduct the internal audit of the
activities of the Company.

30. SECRETARIAL STANDARDS

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

31. ANNUAL RETURN

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

32. COST RECORDS AND COST
AUDIT

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

33. PARTICULARS OF EMPLOYEES
& RELATED DISCLOSURES

The Disclosures pertaining to
remuneration and other details as
required under Section 197(12) of the
Act read with Rule 5(1) of the
Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014 are enclosed with this report
as Annexure - F.

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

34. CORPORATE GOVERNANCE

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

The Certificate on Compliance with
Code of Conduct duly signed by the
Managing Director of the Company for
the year ended March 31, 2026

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

35. SUCCESSION PLANNING

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

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

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

During the financial year under review,
the Company did not have any foreign
exchange earnings. The foreign
exchange outgo was ? 1,368 thousands
towards professional fees.

37. MANAGEMENT DISCUSSIONS
AND ANALYSIS REPORT

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

38. 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 buyback of the equity
shares during the year under review;

• The Company does not have any
scheme or provision of money for
the purchase of or subscription to its
own shares by the employees/
Directors or by trustees for the
benefit of the employees/ Directors;

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

39. ANNUAL REPORTS

The Company has published the
statutory disclosures in the print version
of the Annual Report along with the
Notice of the AGM. Electronic copies of
the Annual Report 2025-26 and Notice
of the 41^st Annual General Meeting are
being sent through electronic mode to all
members whose email addresses are
registered with the Company /
Depository Participant(s). For members
who have not registered their email
addresses, the Company has been
exempted under the General Circular
No.14/2020 dated April 8, 2020,

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

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

2021 and General Circular No. 02/ 2022

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

Circular No. 09/2024 dated September
19, 2024 and General Circular 03/2025
dated September 03, 2025 (the “MCA
Circulars”) for any physical delivery of
AGM Notice and Annual Report of the
Company.

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

Members may note that the Notice and
Annual Report 2025-26 will also be
available on the Company’s website
https://mbfsl.com/annual-reports/and
website of the Stock Exchange, i.e. BSE
Limited at www.bseindia.com.

40. MANAGING DIRECTOR & CHIEF
FINANCIAL OFFICERCERTIFICATE

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

41. CERTIFICATION ABOUTDIRECTORS

None of the directors of the Company
has been debarred or disqualified from
being appointed or continuing as
directors by Securities and Exchange
Board of India/Ministry of Corporate
Affairs or any such authority.

A Certificate to this effect, duly signed
by a Practicing Company Secretary is
appended to this Report in Annexure -
K.

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

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

43. 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.

44. ACKNOWLEDGEMENTS

The Board conveys its deep gratitude
and appreciation to all the employees of
the Company for their tremendous
efforts as well as their exemplary
dedication and contribution to the
Company’s performance.

The Board of Directors also wish to
place on record their gratitude for the
valuable guidance and continued support
extended by the Securities Exchange
Board of India, Reserve Bank of India,
Bombay Stock Exchange, Ministry of
Corporate Affairs, other government
authorities, Banks and other
stakeholders.

For and on behalf of the Board of Directors of
MUKESH BABU FINANCIAL SERVICES LIMITEDMukesh Babu Meena BabuManaging Director DirectorDIN: 00224300 DIN: 00799732Date: May 12, 2026
Place: Mumbai

---

Mar 31, 2024

Your directors have pleasure in presenting the Thirty-Ninth (39^th) Annual Report on the business, operations and state of affairs of the Company together with the Standalone and Consolidated Audited Financial Statements for the financial year ended March 31, 2024:

1. COMPANY OVERVIEW

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

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

2. FINANCIAL HIGHLIGHTS

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

(?’000)
Particulars	Current Year	Previous Year	Current Year	Previous Year
	Standalone	Standalone	Consolidated	Consolidated
	2023-24	2022-23	2023-24	2022-23
Total Income	1,68,663	105,494	1,78,417	1,15,060
Total Expenditure (excluding depreciation)	86,569	34,215	96,025	45,195
Profit/(Loss) Before Depreciation &Income Tax	82,095	71,280	82,392	69,865
Depreciation	1,001	1,204	1,582	1,823
Profit before Tax	81,093	70,075	80,810	68,042
Tax expenses	21,986	20,263	22,069	20,358
Net Profit After Tax	59,107	49,813	58,741	47,684
Profit / (Loss) attributable	0	0	176	1031

to/(from) noncontrolling interests
Profit for the year	59,107	49,813	58,917	48,715
Other Comprehensive Income (net of tax)	4,96,449	(36,479)	7,56,773	(58,022)
Total Comprehensive Income after tax	5,55,556	13,334	8,15,514	(10,338)
Appropriations from Profit after Tax:
Transfer to Reserve Fund under Section 45-IC of the RBI Act, 1934	11,821	9,962	11,821	9,962
Dividend	8,365	8,365	8,365	8,365
Dividend Distribution Tax	0	0	0	0
Provision for Standard Assets	749	(79)	749	(79)
Balance carried to Balance Sheet	38,172	31,564	37,982	30,467
Earnings Per Share (Basic/Diluted)	8.48	7.15	8.43	6.84

3. PERFORMANCE REVIEW

During the year under review Income from Operations has increased from ? 1,04,194 Thousands to ? 1,67,897 Thousands (Increase of 61.14%) and Profit after Tax has increased from ? 49,813 Thousands to ? 59,107 Thousands (Increase of 18.66%).

4. TRANSFER TO RESERVE

A sum of ? 11,821 Thousands has been transferred to Statutory Reserve during the year. Your Company does not propose to transfer any amount to General Reserve out of the amounts available for appropriation and an amount of ? 59,107 Thousands is proposed to be retained in the Profit & Loss account.

5. SHARE CAPITAL

The Paid-up Equity Share Capital of the C ompany as on 31^st March 2024 is ? 69,675 Thousand. During the year under review, the Company has neither issued any shares with differential

voting rights nor granted any stock

options nor any sweat equity.

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

6. DIVIDEND

The Board of Directors has

recommended a dividend of ? 1.20

(Rupee One and Twenty Paise Only) per equity share on face value of ?10/-(Rupees Ten each) i.e.12% for the financial year ended 31st March 2024.

The payment of dividend subject to approval of Members at the forthcoming Annual General Meeting (AGM), would result in a Dividend outflow of ? 8,365.08 Thousands.

Pursuant to the amendments introduced by the Finance Act, 2020 the Company will be required to withhold taxes at the prescribed rates on the dividend paid to its shareholders w.e.f. 1^stApril 2020. No tax will be deducted on payment of dividend to the resident individual shareholders if the total dividend paid does not exceed ?5,000/-.

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

Dividend will be paid to those Members whose names appear in the Register of Members as on September 20, 2024.

7. SCALE BASED REGULATIONS

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

8. INDIAN ACCOUNTING

STANDARD (IND AS):

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

are set out in the Notes to the Financial Statements.

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

9. PERFORMANCE OF SUBSIDIARY COMPANIES

During the year under review the Company has only one subsidiary -Mukesh Babu Securities Limited (CIN: U67120MH1994PLC076455) and the Highlights of the financial performance during Financial Year 2023-24 are as follows:

As on 31^st March 2024, the Authorised & Paid-up Share Capital of the Subsidiary Company is ?50,000 Thousand Only. There is net loss of ? 363 Thousand in the Company for the year ended 31^st March 2024 against net loss of ? 2,130 Thousand in the previous year.

Accounts of Subsidiary:

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

Pursuant to proviso (b) to Section 136(1) of the Companies Act, 2013, a copy of the Audited Financial

statements for the year ended 31^st March 2024 along with the Reports of the Board of Directors and the Auditors of the Company’s subsidiary- Mukesh Babu Securities Limited shall be furnished to any shareholder on demand.

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

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

10. CONSOLIDATED FINANCIAL STATEMENTS

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

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

11. MATERIAL CHANGES AND

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

RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company that occurred between the end of the financial year to

which these financial statements relate and the date of this report.

12. PUBLIC DEPOSITS

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

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party

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

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

There were no materially significant related party transactions made by the Company during the year under consideration with the Promoters,

Directors or Key Managerial Personnel which have a potential conflict with the interest of the Company at large.

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

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

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

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

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

15. CORPORATE SOCIAL

RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 the CSR provisions were applicable to our Company in the financial year 2023-24, wherein the Company made a contribution towards CSR amounting to ? 6,50,000/- against the applicable CSR requirement of ? 2,10,000/-.

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

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

16. INTERNAL FINANCIAL

CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

17. RISK MANAGEMENT

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

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

implement and monitor the Risk Management Policy of the Company.

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

18. WHISTLE BLOWER POLICY / VIGIL MECHANISM

As required under Regulation 22 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has an effective Whistle Blower Policy to deal with the instances of fraud and mismanagement. The details of the policy are enumerated in the Corporate Governance Report. The policy is available on the Company’s website at https://mbfsl.com/corporate-governance-policies/.

The policy provides for adequate safeguard against the victimization of the employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The functioning of Vigil Mechanism is overseen by the Audit Committee.

There was no instance of denial of access to the Audit Committee.

19. DISCLOSURE UNDER THE

SEXUAL HARASSMENT OF

WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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

Committee to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There have been no complaints filed or cases reported during the financial year ended 31^st March 2024. The policy is available on the Company’s website at

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

20. DIRECTORS AND KEY

MANAGERIAL PERSONNEL

(KMP)

(a) Board of Directors:

There is no change in Board of Directors during the year under review. The brief profile of the Directors is as below:

Mr. Mukesh C. Babu, Chairman and Managing Director

As Chairman and Managing Director, Mr. Mukesh C. Babu exemplifies leadership by actively guiding the company with a steadfast commitment to consensus-building and democratic processes. With a tenure dating back to the company''s inception, he brings over 40 years of extensive expertise in Capital Markets, Stocks & Shares, Investment Banking, and Merchant Banking.

Mr. Pankaj Majithia, Independent Director

Mr. Pankaj Majithia, a Chartered Accountant by profession, is a distinguished figure in corporate India and serves as an Independent Director on the Company’s Board. As a founding partner of M/s. Majithia & Associates, Chartered Accountants, he brings extensive experience in Accounting, Audit, Finance, Taxation, Corporate Governance, and Company Law. In addition to his board role, he chairs the Audit Committee, Stakeholders

Relationship Committee, and Nomination & Remuneration Committee.

Mr. Vijay Vora, Independent Director

Mr. Vijay L. Vora is a seasoned business entrepreneur and serves as an Independent Director on the Company’s Board. With over 20 years of experience in business, he also chairs the Corporate Social Responsibility Committee. Additionally, he contributes to the Audit Committee, Stakeholders Relationship Committee, Nomination &

Remuneration Committee, and Risk Management Committee.

Mrs. Meena Mukesh Babu, NonExecutive Director

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

Director of the Company with effect from 29^th May, 2018. She is also the Managing Director of Mukesh Babu Securities Limited, Company''s

Subsidiary since 1997 and has extensive expertise and experience of over 3 decades in the field of Stocks & Shares, Investment Banking and Merchant Banking. She is a member of the Nomination & Remuneration

Committee and Corporate Social Responsibility Committee.

Mr. Manish Kumar Shah,

Independent Director

Mr. Manish Kumar Shah is a seasoned businessman with over 30 years of experience and serves as an Independent Director on the Company’s Board during the period under review. He brings over 20 years of expertise in the Company''s business sector and is involved with the boards of several companies engaged in manufacturing, trading, import/export, and other industries.

Mr. Bhavesh Doshi,

Independent Director

With over 30 years of experience in capital markets and investment, he offers a keen and insightful perspective on the Indian economy and macroeconomic conditions across industries. He serves as an Independent Director on the Company’s Board.

(b) Appointment of Directors:

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in their meeting held on August 09, 2024 has appointed

Mr. Chetan M. Tamboli, Mr. Subhash Dave and Mr. Mayank Soti as the additional directors of the Company under the category of Independent Director. The term of their appointment as an Independent Director will be for a period of 5 years and the appointment is subject to the approval of shareholders.

Necessary resolution for their appointment is recommended to the Shareholders for their approval.

(c) Resignation by director

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

The Board acknowledges and appreciates his contributions during his tenure.

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

(d) Retirement by rotation:

In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mr. Mukesh Babu (DIN: 00224300) retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for reappointment. The Board recommends his re-appointment.

(e) Key Managerial Personnel:

Mr. Mahesh Thakar has replaced Ms. Sarika Pandya, as CFO of the Company w.e.f December 01, 2023.

21. BOARD AND COMMITTEES

During the year ended 31^st March 2024, six (6) Board meetings were held and the gap between two consecutive Board Meetings did not exceed 120 days and at least one meeting was held in each quarter.

22. INDEPENDENT DIRECTORS

(a) Declaration from Independent Directors

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

(b) Criteria for Performance Evaluation

Nomination and Remuneration Committee has laid down various criteria for performance evaluation of Independent Directors which, inter-alia, includes preparedness and attendance at the meetings, understanding of Company’s operations and business and contribution at Board Meetings through

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

1. Mr. Mukesh Babu - Managing Director

2. Mr. Mahesh Thakar- Chief Financial Officer

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

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

which the Board satisfy itself with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed in the Company.

(c) Details of Familiarization Programme

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

Further, at the time of appointment of an independent director, the Company

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

Company’s website at

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

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

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

requirements laid down under Schedule II on Corporate Governance of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; the Nomination and Remuneration Committee has framed Policy for evaluation of performance of the Board, its committees and individual Directors The Policy inter alia provides the criteria for evaluation of performance such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking and relationship with the stakeholders, corporate governance practices, contribution of the Committees to the Board in discharging its functions, etc.

During the year under review, a meeting of Independent Directors was held on 9^th May 2023 to carry out annual evaluation of the performance of the Board, its committees and of individual directors.

The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

24. POLICY ON DIRECTORS’

APPOINTMENT AND

REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE

ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SECTION 178 OF THE COMPANIES ACT, 2013

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

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

25. POLICIES OF THE COMPANY

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

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

1. Code for Insider Trading Policy

2. Nomination & Remuneration Policy

3. Policy for determination of Material Subsidiary

4. Policy on materiality of Related Party Transactions

5. Policy on dealing with Related Party Transactions

6. Whistle Blower Policy

7. Document Retention and Archival Policy

8. Code for Directors and Senior Managerial Personnel

9. Policy on evaluation of Directors

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

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

26. DIRECTORS RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed from time to time and no material departures have been made from the same;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit and loss of the Company for that period;

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

detecting fraud and other irregularities;

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

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

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

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

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

28. AUDITORS AND AUDITORS’ REPORT

Statutory Auditors

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

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

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors in its meeting held on 26^th May 2023 appointed CS V. V. Chakradeo of M/s. V. V. Chakradeo & Co., Practicing Company Secretaries (FCS: 3382/ COP: 1705) to carry out the audit of secretarial records of the Company for the financial year 2023-24. The consent of the Secretarial Auditor to undertake the secretarial audit for the financial year ended 31^st March 2024 has been received by the Company.

The Secretarial Audit Report of the Company and its material unlisted subsidiary Mukesh Babu Securities Limited is annexed to this report as Annexure - D.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

As required under the Regulation 24A of SEBI (Listing Obligations and Disclosure & Requirements) Regulations, 2015, the Secretarial Compliance Report of Mukesh Babu Financial Services Limited and its material unlisted subsidiary Mukesh Babu Securities Limited for the financial year ended 31^st March, 2024 is provided as Annexure - E.

Reporting of Frauds by Statutory Auditors

The Statutory Auditors of the Company have not reported any instances of fraud

in the Company during the year under review as specified under the Section 143(12) of the Companies Act, 2013.

29. SECRETARIAL STANDARDS

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

30. ANNUAL RETURN

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

31. COST RECORDS AND COST AUDIT

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

32. PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES

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

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

33. CORPORATE GOVERNANCE

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

The Certificate on Compliance with Code of Conduct duly signed by the Managing Director of the Company for the year ended 31^st March 2024 regarding compliance by the Board members and senior management personnel with Company’s Code of Conduct is covered thereto.

34. SUCCESSION PLANNING

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

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

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

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

36. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The Management Discussion and Analysis annexed to this Report as

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

37. OTHER DISCLOSURES

The Company does not have any scheme or provision of money for the purchase of or subscription to its own shares by the employees/ Directors or by trustees for the benefit of the employees/ Directors.

38. ANNUAL REPORTS

The Company has published the statutory disclosures in the print version of the Annual Report along with the Notice of the AGM. Electronic copies of the Annual Report 2023-24 and Notice of the 39^th Annual General Meeting are being sent through electronic mode to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, the Company has been exempted under the General Circular No.14/2020 dated April 8, 2020,

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

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

2021 and General Circular No. 02/ 2022

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

Circulars”) for any physical delivery of AGM Notice and Annual Report of the Company.

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

Members may note that the Notice and Annual Report 2023-24 will also be available on the Company’s website https://mbfsl.com/annual-reports/and website of the Stock Exchange, i.e. BSE Limited atwww.bseindia.com.

39. MANAGING DIRECTOR & CHIEF

FINANCIAL OFFICER

CERTIFICATE

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

40. CERTIFICATION ABOUT

DIRECTORS

None of the directors of the Company has been debarred or disqualified from being appointed or continuing as directors by Securities and Exchange

Board of India/Ministry of Corporate Affairs or any such authority. A Certificate to this effect, duly signed by a Practicing Company Secretary is appended to this Report in Annexure -K.

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

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

42. DIFFERENCE IN VALUATION:

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

43. ACKNOWLEDGEMENTS

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

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

Mukesh Babu Meena Babu

Managing Director Director

DIN: 00224300 DIN: 00799732

Date: August 09, 2024 Place: Mumbai

---

Mar 31, 2018

TO THE MEMBERS,

The Directors have pleasure in presenting the Thirty-Third Annual Report on the business, operations and state of affairs of the Company together with the Standalone and Consolidated Audited Financial Statements for the financial year ended March 31, 2018.

1. FINANCIAL RESULTS

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

Particulars	2017-18	2016-17
	Amount Rs	Amount Rs
Income FromCperations	104,164,148	53,289,984
Other Income	2,308,921	2,538,122
Total Income	106,473,069	55,828,106
Refit before Interest, Depreciation & Tax	97,014,728	49,670,492
Less : Interest	9,376,121	11,943,363
Rofit Bsfore Depreciation	87,638,607	37,727,129
Less : Depreciation	787,419	721,011
Rofit After Depreciation and Interest	86,851,188	37,006,118
Less: Current Income Tax	9,500,000	11,100,000
Less: FTevious year Adjustment of Income Tax	184,177	915,919
Less: Deferred Tax	(117,866)	(3,075,423)
Net Rofit After Taxation	77,284,877	28,065,622
Less: Dividend	6,970,900	-
Less: Dividend Distribution Tax	1,419,111	-
Less: Transfer to Statutory Reserve	15,456,975	5,613,124
Less: Rovision for Standard Assets	103,274	(106,251)
Balance carried to Balance Sheet	53,334,617	22,558,749
Earning Fer Share (BaskcOluted)	11.09	4.03

2. TRANSFER TO RESERVE

A sum of Rs.154,56,975/- has been transferred to Special Reserve during the year. Your Company does not propose to transfer any amount to General Reserve out of the amounts available for appropriation and an amount of Rs.5,33,34,617/- is proposed to be retained in the Profit & Loss account.

3. DIVIDEND

The Board of Directors has recommended a dividend of Rs.1.20 (Rupee One and Twenty Paise Only) per equity share on face value of Rs.10/- (Rupees Ten each) i.e.12% for the financial year ended March 31, 2018.

The payment of dividend is subject to approval of Members at the forthcoming Annual General Meeting (AGM), would result a Dividend outflow of Rs.83,65,080/- and dividend Distribution Tax of Rs.17,19,467/- aggregating a total outflow of Rs.100,84,547/-.

Dividend will be paid to those Members whose names appear in the Register of Members as on September 16, 2018.

4. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31, 2018 is Rs.6,96,75,000/-. During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options nor any sweat equity.

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

5. PERFORMANCE REVIEW / OPERATIONS

During the year under review Income from Operations increased from Rs.532.90 Lakhs to Rs.1041.64 Lakhs (Increase of 95.47%). Profit before Interest, Depreciation and Tax increased from Rs.496.70 Lakhs to Rs.970.15 Lakhs (Increase of 95.32%) and Profit after Tax increased from Rs. 280.66 Lakhs to Rs.772.85 Lakhs (Increase of 175.37%) Provision for taxation for the year is Rs.95.66 Lacs (including Deferred Tax Provision) as compared to Rs.89.40 Lakhs in the previous financial year.

6. PERFORMANCE OF SUBSIDIARY COMPANIES:

During the year under review the Company has only one subsidiary - Mukesh Babu Securities Limited (CIN: U67120MH1994PLC076455) and the Highlights of the financial performance during FY 2017-18 are as follows:

As on March 31, 2018, the Authorised & Paid up Share Capital of the Company is Rs.500,00,000/-(Rupees Five Crores Only) The net loss of the Company for the year ended March 31, 2018 is Rs.10.10 Lacs as compared to net profit of Rs.31.07 Lacs in previous year.

Accounts of Subsidiary:

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

Pursuant to proviso (b) to Section 136(1) of the Companies Act, 2013, a copy of the audited financial statements for the year ended March 31, 2018 alongwith the Reports of the Board of Directors and the Auditors of the Company’s subsidiary- Mukesh Babu Securities Limited shall be furnished to any shareholder on demand.

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

7. CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI Listing Regulations”) and applicable provisions of Companies Act, 2013 (“the Act”), the Consolidated Financial Statements of the Company have been prepared in accordance with the applicable Accounting Standards and forms part of the Annual Report. Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of The Companies (Accounts) Rules, 2014, Statement containing salient features of the financial statements of subsidiary is annexed to this report as Annexure -A.

8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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

9. PUBLIC DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules 2014.There are no outstanding deposits at the end of the year.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

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

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

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

During the year under review, the Company had advanced loans to its subsidiary - Mukesh Babu Securities Ltd. There were no materially significant related party transactions made by the Company during the year under consideration with the Promoters, Directors or Key Managerial Personnel which have a potential conflict with the interest of the Company at large.

In accordance with the Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a Policy on Materiality of Related Party Transactions and a Policy on dealing with Related Party Transactions. The Policy is available on the Company’s Website at www.mukeshbabu.com

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

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the Company for the financial year under review.

13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system, commensurate with the size of its operations and nature of its business activities. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

14. RISK MANAGEMENT

The Company being a Non- Banking Financial Company is regulated by Reserve Bank of India (RBI) and the Board of Directors of the Company has constituted the Risk Management Committee to frame, implement and monitor the Risk Management Policy of the Company. The Committee is responsible for reviewing the risk management plan and ensuring its efficiency. The policy is available on the Company’s website at www.mukeshbabu.com

15. WHISTLE BLOWER POLICY / VIGIL MECHANISM

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

The policy provides for adequate safeguard against the victimisation of the employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The Vigil Mechanism is overseen by the Audit Committee.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no cases reported during the financial year ended March 31, 2018. The policy is available on the Company’s website at www.mukeshbabu.com.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

(a) Cessation:

Mr. K. Chandrasekhar who was a Non - Executive Director on the Board of the Company for a period of more than 2 decades expired on 24th October, 2017 and thereby ceased to be a Director on the Board. The Board has been deeply saddened by the demise and places on record deep appreciation for his insightful contribution to the Company.

Mrs. Dipali Shah who was a Whole - Time Director & Company Secretary on the Board of the Company resigned from the Company’s Board with effect from 15th April, 2018 after having served the Company in roles of a Director & Company Secretary.

(b) Appointment of Director:

The Board has appointed Mrs. Meena Mukesh Babu (DIN: 00799732) as Non-Executive Director on the Board of the Company at the Board Meeting held on 29th May, 2018 with immediate effect. A Resolution is included in the Notice convening the Annual General Meeting seeking approval of the members for the appointment of Mrs. Meena Mukesh Babu as Non-Executive Director. The Board recommends her appointment.

(c) Re-appointment of Managing Director:

Mr. Mukesh Babu is re-appointed as the Managing Director with effect from 24th May, 2018 at the Meeting of the Board of the Company held on 29th May, 2018 in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended by Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 subject to the approval of the shareholders at the ensuing Annual General Meeting.

(d) Retirement by rotation:

In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mr. Mukesh Babu, Director (DIN:00224300) retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment.

In accordance with Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable provisions of the Companies Act, 2013, brief profile of the Director to be appointed / re-appointed is included in the Notice which forms part of this Annual Report.

(e) Key Managerial Personnel:

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

1. Mr. Mukesh Babu - Managing Director

2. Mr. Mahesh Thakar - Chief Financial Officer - appointed w.e.f. 29-05-2018

3. Ms. Dipali Shah - Company Secretary & Compliance Officer -resigned w.e.f. 15-04-2018

4. Ms. Manasi Dalal - Company Secretary & Compliance Officer-appointed w.e.f. 29-05-2018

18. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have furnished the declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

19. BOARD AND COMMITTEES

During the year Four Board meetings were held and the gap between two Board Meetings did not exceed 120 days and atleast one meeting has been held in each Quarter.

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

20. BOARD’S EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; the Board has framed an Evaluation Policy for evaluating the performance of the Board, Chairman, Managing Director, , Non-executive Directors, Independent Directors and its Committees The Policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, relationship with the stakeholders, corporate governance practices, contribution of the Committees to the Board in discharging its functions, etc.

A meeting of the Independent Directors was held during the year under review.

The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

21. TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS

As required under Regulation 25(7) of the SEBI Listing Regulations, every Independent Director of the Board is familiarised by the Executive Directors/ Senior Managerial Personnel about the Company’s strategy, operations, organisation structure, human resources, quality, finance and risk management. Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/ her role, functions, duties and responsibilities as a director. The terms and conditions of letter of appointment is available on the Company’s website at www.mukeshbabu.com

22. POLICIES OF THE COMPANY

The Company is determined in maintaining a good corporate governance practice and has a robust system for smooth and effective functioning of the Board. Various policies have been framed by the Board of Directors as required under the Companies Act, 2013 and SEBI Listing Regulations in order to follow a uniform system of procedures. These policies are periodically reviewed and updated by the Board of Directors of the Company from time to time. Following are some of the major policies adopted by the Company:

1. Code for Insider Trading Policy

2. Nomination & Remuneration Policy

3. Policy for determination of Material Subsidiary

4. Policy on materiality of Related Party Transactions

5. Policy on dealing with Related Party Transactions

6. Whistle Blower Policy

7. Document Retention and Archival Policy

8. Code for Directors and Senior Managerial Personnel

9. Policy on evaluation of Directors

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

The aforementioned policies are available on the website of the Company and can be accessed at www.mukeshbabu.com

23. DIRECTORS RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed from time to time and no material departures have been made from the same

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit and loss of the Company for that period;

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

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

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

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

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

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

25. STATUTORY AUDITORS

At the 32nd Annual General Meeting of the Company held on 29th September, 2017, the members of the Company approved the appointment of M/s. Chaitanya C. Dalal & Co. Chartered Accountants (FRN.101632W) as the Statutory Auditors of the Company for a term of period of 5 (five) years up to the conclusion of 37th Annual General Meeting subject to ratification of such appointment by the members at every annual general meeting to be held thereafter.

However, pursuant to the Companies (Amendment) Act, 2017 and the Companies (Audit and Auditors) Amendment Rules, 2018, with effect from 7th May, 2018; the requirement of ratification of appointment of the Auditors at every Annual General Meeting has been omitted under the Companies (Amendment) Act, 2017 which is effective from May 7, 2018 and Accordingly the Board proposes to ratify and confirm appointment of M/s. Chaitanya C. Dalal & Co., Chartered Accountants (FRN-101632W) as the Statutory Auditors of the Company up to the conclusion of 37th Annual General Meeting without further ratification of such appointment by the members.

The Company has received written consent and certificate of eligibility pursuant to the provisions of Sections 139, 141 and other applicable provisions, if any of the Companies Act and rules framed thereunder (including any statutory modification or re-enactment thereof for the time being in force) from M/s. Chaitanya C. Dalal & Co., Chartered Accountants.

The approval of the Members is sought, by passing an Ordinary Resolution for ratification of the appointment of the Auditors upto the conclusion of the 37th Annual General Meeting of the Company without the requirement of any further ratification by the members in terms of Section 139 of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014 made thereunder as amended by the Companies (Amendment) Act, 2017 and the Companies (Audit and Auditors) Amendment Rules, 2018.

26. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors in its meeting re-appointed CS V. V. Chakradeo of M/s. V. V. Chakradeo & Co., Practicing Company Secretaries (FCS: 3382/ COP: 1705) to carry out the audit of secretarial records of the Company. The consent of the Secretarial Auditor to undertake the secretarial audit for the financial year ended March 31, 2018 has been received by the Company.

The Secretarial Audit Report is annexed to this report as Annexure - C.

27. STATUTORY AND SECRETARIAL AUDITOR OBSERVATION

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso to Section 143(12) of the Companies Act, 2013.

There are no qualifications, reservations or adverse remarks or disclaimers in the Statutory Audit Report and Secretarial Audit Report.

28. EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act, the extract of the Annual Return is given in the prescribed Form MGT - 9 is annexed to this report as Annexure - D.

29. PARTICULARS OF EMPLOYEES

The disclosures required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided as Annexure - E to this report.

During the year under review, the Company does not have any employee who is drawing remuneration of Rs.1,02,00,000/- per annum or Rs.850,000/- per month as stipulated in the Act and the rules made thereunder. Hence, disclosures required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided.

30. CORPORATE GOVERNANCE

In compliance with Regulations 17 to 27 and 34 read with Schedule V of SEBI Listing Regulations, as applicable, the Corporate Governance Report is given in Annexure - F and forms part of the Annual Report. The report is duly certified by the Statutory Auditors of the Company.

The certificate duly signed by the Managing Director on the financial Statements of the Company for the year ended March 31, 2018 as submitted to the Board of Directors regarding compliance by the Board members and senior management personnel with Company’s Code of Conduct is also enclosed therewith.

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

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

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

32. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

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

33. OTHER DISCLOSURES

a. The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings;

b. The Statutory auditors and the Secretarial auditors of the Company have not reported any instances of fraud or irregularities as specified under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014;

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

d. Maintenance of cost records u/s 148 of the Act is not required for the company;

e. The Company does not have any scheme or provision of money for the purchase of or subscription to its own shares by the employees/ Directors or by trustees for the benefit of the employees/ Directors.

34. GREEN INITIATIVE

As in the previous years, this year too, we are publishing only the statutory disclosures in the print version of the Annual Report. Electronic copies of the Annual Report 2017-18 and Notice of the 33rd Annual General Meeting are sent to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies are sent in the permitted mode.

35. ACKNOWLEDGEMENTS

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

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Mukesh Babu Meena Babu

Chairman Director

DIN: 00224300 DIN: 00799732

Date: 10th August 2018

Place: Mumbai

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Ninth Annual Report and the audited statement of accounts for the year ended 31st March, 2014.

31.3.2014 31.03.2013

Total Income 81,617,228 78,772,935

Profit before Interest , Depreciation and Tax 76,766,318 73,279,833

Less: Interest 16,052,787 17,860,049

Gross Profit 60,713,531 55,419,784

Less : Depreciation 838,375 927,519

Profit before Taxation 59,875,156 54,492,265

Less : Taxation Provision & Deferred Tax 16,790,370 14,989,309

Profit available after Taxation 43,084,786 39,502,956

Add: Profit & Loss A/c Credit Balance 178,274,771 154,825,822 Brought Forward

Profit Available for Appropriation 221,359,557 194,328,778

Less: Transfer to Statutory Reserve 8,616,957 7,900,591

Less: Provision for Dividend 6,970,900 6,970,900

Less: Provision for Dividend Tax 1,184,704 1,184,704

Less: Provision for Standard Assets 138,261 (2,188)

Profit & Loss A/c Credit Balance 204,448,735 178,274,771 Carried Forward

MANAGEMENT DISCUSSION AND ANALYSIS Financial Review

Your Company earned a net profit of Rs.430.85 Lacs for the financial year ended 31st March, 2014 as compared to previous year''s net profit of Rs.395.03 lacs. Depreciation during the year was Rs.8.83 Lacs as compared to Rs.9.28 Lacs in the previous year. Provision for taxation during the year is Rs.167.90 Lacs including Deferred Tax Provision as compared to Rs.149.89 Lacs in previous year.

Opportunities

Though during the Financial Year 2013-14, Indian GDP grew by only 5%. However, with a stable government that the Indian Electorate has given at the Centre, the Stock Market and Foreign Institutional Investors have viewed this development positively. The BSE Sensex touched an all time high level of 25,000 on the proclamation of the election results. The stock market has been responding bullishly to pledges by the new government to grow India''s economy by boosting manufacturing and investment, creating new jobs and rolling out much-needed infrastructure, among other promises. With the liquidity that has come into the stock markets equity as a asset class is likely to outperform other asset classes. India still emerges as one of the most sought-after emerging markets for Foreign Institutional Investors. Your company continues to believe in investing in companies, which have good potentials and in specific sectors that will do well in times to come.

Challenges

The Indian Financial Market being closely integrated with the international markets, the challenge is the volatility in the Indian Markets, which is associated with the international events. Earlier this year, investors made a massive exodus from emerging markets on rising geopolitical tensions and worries about the U.S. Federal Reserve raising interest rates. However, with a stable government at the Centre, optimistic view is in sight for the ensuring financial year. Your company is confident of facing all these challenges with its expertise and long-standing experience and is confident of achieving good growth

Risk Management

,Business and revenue growth have to be weighed in the context of the risks. Being an investment Company your Company is exposed to credit, market and operational risks. As part of the risk management process, your Company reviews the various risks and finalises mitigation plans which are reviewed every quarter by Audit Committee of Directors. Proposals of the audit committee are also discussed at the meeting of the Board of Directors every quarter.

Internal Control Systems and their adequacy.

The Company has an adequate system of internal controls and systems. The scope of the inspection and audit has been recently reviewed to make it more effective.

Human Resources

Industrial relations in the organisation continued to be cordial during the year.

No employee of the Company was in receipt of remuneration for whole/part of the year exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956.

Corporate Governance

A comprehensive report on Corporate Governance as stipulated under clause 49 of the Listing Agreement is attached to this Report.

The Company has obtained a certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed.

Subsidiary

During the year the Subsidiary Company, Mukesh Babu Securities Limited, earned a profit before tax of Rs.432.75 Lacs as compared to Rs.118.71 Lacs during the previous year.

Dividend

The Board of Directors has recommended a dividend of 10% (Previous year 10%) for the year subject to the approval of the shareholders at the Annual General Meeting.

Directors

Mr. Pankaj Majithia, Director, retires by rotation and being eligible offers himself for re-appointment. A brief resume of the Director retiring by rotation/ seeking appointment at the ensuing Annual General Meeting, nature of Directors'' expertise in specific areas and names of the companies in which they hold directorships and /or membership/Chairmanship of committees of the Board as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are given in the Corporate Governance Report.

Directors'' Responsibilities statement

Pursuant to the requirement under Section 217(2AA) of the Companies (Amendment) Act, 2000 with respect to Directors'' Responsibilities Statement, it is hereby confirmed:

(i) that the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the directors had prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

Auditors

The current auditors Shah, Shah & Shah, Chartered Accountants, retire on conclusion of the ensuing Annual General Meeting and being eligible for re- appointment, have shown their willingness to be re- appointed.

Conservation of Energy, Technology Absorption And Foreign Exchange Earnings and Out Go.

As the Company is a financial Company, no particulars are required to be given regarding Conservation of Energy and Technology Absorption.

Foreign exchange earnings during the year Rs.Nil (Previous Year Rs.Nil)

Foreign exchange outgo during the year Rs.Nil (Previous Year Rs.Nil)

Fixed Deposits

During the year the Company has not accepted any deposit from public.

Cash Flow Statement:

As per the Clause 32 of the Listing Agreement entered into the with The Stock Exchanges, Cash Flow Statement for the year ended 31st March, 2014 duly examined by the Auditors of the Company is furnished along with the audited financial statements of the Company.

Acknowledgements

Your Directors wish to thank the Bankers as well as the Shareholders of the Company. The Directors also wish to place on record their deep appreciation for the services rendered by the employees of the Company.

For and on behalf of Mukesh Babu Financial Services Ltd.

Sd/- Place : Mumbai Mukesh Babu Date: 30/05/2014 Chairman

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Mar 31, 2012

The Directors have pleasure in presenting the Twenty Seventh Annual Report and the audited statement of accounts for the year ended 31 March, 2012.

FINANCIAL RESULTS Year Ended Year Ended 31.03.2012 31.03.2011 Rs. Rs.

Total Income 121,095,368 111.045.820

Profit before Interest, Depreciation and Tax 115,192,194 102,185,452

Less: Interest 26,209,438 27,749,794

Gross Profit 88,982,756 74,435,658

Less: Depreciation 906,244 1,052,468

Profit before Taxation 88,076,512 73,383,190

Less: Taxation Provision & Deferred Tax 25,124,409 21,234,587

Profit available after Taxation 62,952,102 52,148,603

Add: Profit & Loss A/c Credit Balance Brougnt Forward 112,818,927 79,202,419

Add/(Less):lncome tax for Earlier Years 70,000 (620)

Profit Available for Appropriation 175,841,029 131,350,402

Less: Transfer to Statutory Reserve 12,590,420 10,429,721

Less: Provision for Dividend 6,970,900 6,970,900

Less: Provision for Dividend Tax 1,130,854 1,130,854

Less: Provision for Standard Assets 323,034 -

Profit & Loss A/c Credit Balance Carried Forward 154,825,821 112,818,927

Corporate Governance

A comprehensive report on Corporate Governance as stipulated under clause 49 of the Listing Agreement is attached to this Report.

The Company has obtained a certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed.

Subsidiary

During the year the Subsidiary Company, Mukesh Babu Securities Limited, earned a profit before tax of Rs.72.76 Lacs as compared to Rs. 62.54 Lacs during the previous year.

Dividend

The Board of Directors has recommended a dividend of 10% (Previous year 10%l) for the year subject to the approval of the shareholders at the Annual General Meeting.

Directors

Mr. K. Chandrasekhar, Director, retires by rotation and being eligible offers himself for re-appointment. A brief resume of the Director retiring by rotation/ seeking appointment at the ensuing Annual General Meeting, nature of Directors' expertise in specific areas and names of the companies in which they hold directorships and /or membership/Chairmanship of committees of the Board as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are given in the Corporate Governance Report.

Directors' Responsibilities statement

Pursuant to the requirement under Section 217(2AA) of the Companies (Amendment) Act, 2000 with respect to Directors' Responsibilities Statement, it is hereby confirmed:

(i) that the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the directors had prepared the accounts for the financial year ended 31** March, 2011 on a going concern basis.

Auditors

The current auditors Shah, Shah & Shah. Chartered Accountants, retire on conclusion of the ensuing Annual General Meeting and being eligible for re- appointment, have shown their willingness to be re- appointed.

Conservation of Energy, Technology Absorption And Foreign Exchange Earnings and Out Go.

As the Company is a financial Company, no particulars are required to be given regarding Conservation of Energy and Technology Absorption.

Foreign exchange earnings during the year Rs. NIL (Previous Year Rs. NIL)

Foreign exchange outgo during the year Rs. Nil (Previous Year Rs. 91,025)

Fixed Deposits

During the year the Company has not accepted any deposit from public.

Cash Flow Statement:

As per the Clause 32 of the Listing Agreement entered into the with The Stock Exchanges, Cash Flow Statement for the year ended 31st March, 2012 duly examined by the Auditors of the Company is furnished along with the audited financial statements of the Company.

Acknowledgements

Your Directors wish to thank the Bankers as well as the Shareholders of the Company. The Directors also wish to place on record their deep appreciation for the services rendered by the employees of the Company.

For and on behalf of

Mukesh Babu Financial Services Ltd.

Sd/-

Place: Mumbai Mukesh Babu

Date: 13/08/2012 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting the Twenty Fifth Annual Report and the audited statement of accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS Year Ended Year Ended

31.03.2010 31.03.2009

Rs. Rs.

Total Income 92,903,261 14,806,883

Profit before Interest, Depreciation and Tax 77,890,068 9,429,558

Less: Interest 2,619,714 -

Gross Profit 75,270,354 9,429,558

Less: Depreciation 1,282,721 866,676

Profit before Taxation 73,987,633 8,562,882

Less: Taxation Provision & Deferred Tax 21,958,935 222,673

Profit available after Taxation 52,028,698 8,340,209

Add: Profit & Loss A/c Credit Balance Brougnt Forward 45,599,766 38,942,795

Add/(Less):lncome tax for Earlier Years 131,030 (18,995)

Profit Available for Appropriation 97,759,494 47,264,009

Less: Transfer to Statutory Reserve 10,405,740 1,664,243

Less: Provision for Dividend 6,967,250 -

Less: Provision for Dividend Tax 1,184,084 -

Profit & Loss A/c Credit Balance Carried Forward 79,202,420 45,599,766

MANAGEMENT DISCUSSION AND ANALYSIS

Financial Review

Your Company earned a net profit of Rs. 520.29 Lacs for the financial year ended 31st March, 2010 as compared to previous years net profit of Rs. 83.40 lacs. Depreciation during the year was Rs 12.83 Lacs as compared to Rs.8.67 Lacs in the previous year. Provision for taxation during the year is Rs. 219.59 Lacs including Deferred Tax Provision as compared to Rs. 2.23 Lacs in previous year.

Opportunities

The Indian economy has been robust and the Indian economy emerging as a economic super power is quite evident from the performance of various sectors of the economy. The stock market has been performing well and the index is a clear reflection of the good performance of the economy. Though inflation has been a cause for concern for the economy, the Honble Prime Minister of our country is confident of bringing inflation to controllable levels by December, 2010. Your company continues to believe in investing in companies, which have good potential and in sectors that will be the sunshine sectors in the good times ahead.

Challenges

The integration of our stock market with the Global markets results in increased volatility and unpredictability in our stock and financial markets. However, with Indian Economy doing exceedingly well, the challenge before your company lies in identifying strong companies and sectors where investment can be made for good returns. Your company management is confident of making the right investment decisions on account of the two decades of experience that it has in the field.

Risk Management

Business and revenue growth have to be weighed in the context of the risks. Being an investment company your company is exposed to credit, market and operational risks. As part of the risk management process, your company reviews the various risks and finalises mitigation plans which are reviewed every quarter by Audit Committee of Directors. Proposals of the audit committee are also discussed at the meeting of the Board of Directors every quarter.

Internal Control Systems and their adequacy.

The Company has an adequate system of internal controls and systems. The scope of the inspection and audit has been recently reviewed to make it more effective.

Human Resources

Industrial relations in the organisation continued to be cordial during the year.

No employee of the Company was in receipt of remuneration for whole/part of the year exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956.

Corporate Governance

A comprehensive report on Corporate Governance as stipulated under clause 49 of the Listing Agreement is attached to this Report.

The Company has obtained a certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed.

Subsidiary

During the year the Subsidiary, Mukesh Babu Securities Limited, earned a profit before tax of Rs. 79.43 Lacs as compared to Rs.31.86 Lacs during the previous year.

Dividend

The Board of Directors has recommended a dividend of 10% (Previous year nil) for the year subject to the approval of the shareholders at the Annual General Meeting.

Directors

Mr. Vijay Vora, Director, retires by rotation and being eligible offers himself for re-appointment.

A brief resume of the Director retiring by rotation/ seeking appointment at the ensuing Annual General Meeting, nature of Directors expertise in specific areas and names of the companies in which they hold directorships and /or membership/Chairmanship of committees of the Board as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are given in the Corporate Governance Report.

Directors Responsibilities statement

Pursuant to the requirement under Section 217(2AA) of the Companies (Amendment) Act, 2000 with respect to Directors Responsibilities Statement, it is hereby confirmed:

(i) that the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

Auditors

The current auditors Shah, Shah & Shah. Chartered Accountants, retire on conclusion of the ensuing Annual General Meeting and being eligible for re- appointment, have shown their willingness to be re- appointed.

Conservation of Energy, Technology Absorption And Foreign Exchange Earnings and Out Go.

As the Company is a financial company, no particulars are required to be given regarding Conservation of Energy and Technology Absorption.

Foreign exchange earnings during the year Rs. NIL (Previous Year NIL) Foreign exchange outgo during the year Rs. NIL (Previous Year NIL)

Fixed Deposits

During the year the Company has not accepted any deposit from public.

Cash Flow Statement:

As per the Clause 32 of the Listing Agreement entered into the with The Stock Exchanges, Cash Flow Statement for the year ended 31st March, 2010 duly examined by the Auditors of the Company is furnished along with the audited financial statements of the Company.

Acknowledgements

Your Directors wish to thank the Bankers as well as the Shareholders of the Company. The Directors also wish to place on record their deep appreciation for the services rendered by the employees of the Company.

For and on behalf of

Mukesh Babu Financial Services Ltd.

Sd/-

Place : Mumbai Mukesh Babu

Date: 27/08/2010 Chairman