Dear Members,

Your Directors have pleasure in presenting their 36^th Annual Report on the business and operations of your Company together with the audited financial statements for the financial year ended March 31,2021.

FINANCIAL HIGHLIGHTS

The Financial performance of your Company for the year ended March 31, 2021 is summarized below:

REVIEW OF OPERATIONS STANDALONE:

During the financial year 2020-21, the total income on standalone basis was Rs. 870.68 Lacs as compared to total income of Rs. 90.16 Lacs during the previous financial year. The net profit for the year under review was Rs. 739.23 Lacs as compared to net loss of Rs. 27.10 Lacs in the previous financial year.

CONSOLIDATED:

During the financial year 2020-21, the total income on consolidated basis was Rs. 965.68 Lacs as compared to Rs. 453.96 Lacs for the previous year and the Company has had a net profit of Rs. 779.11 Lacs during the year as compared to net loss of Rs. 128.68 Lacs in the previous year.

COVID-19 (PHASE I & III PHASE-I

The WHO declared COVID-19 outbreak as a pandemic which continues to spread across the country. On March 23, 2020 to May 31, 2020, the Government of India also declared this pandemic a health emergency and ordered temporary closure of all non-essential business, imposed restrictions on movement of goods/ materials travel etc. While the lockdowns and restrictions imposed on various activities were necessary to contain the spread, it has impacted the business operations.

Disruption to businesses worldwide and economic slowdown has its eventual impact on the Company. The Company did initial assessment of likely adverse impact on economic environment in general and financial risk on account of COVID-19. Based on current indicators of future economic conditions, the Company expects to recover as the demand comes from the customers.

PHASE-II

To contain the spread of the COVID-19 and in view of the record rise in the COVID-19 cases, the Haryana Government has announced a the second phase lockdown in the state, in the month on April, & May, after that decrease in the cases government given relation in lockdown and opened with certain restriction.

Well-being and safety of the Employees is of utmost priority. We are carefully monitoring the rapidly evolving Covid-19 pandemic and will continue to proactively respond based on the evolving situation. The Company is undertaking all the necessary measures to ensure compliance with the terms and conditions put in place by concerned authorities. The Company will work towards an orderly return to production once conditions permit.

DIVIDEND

Your Board of Directors have not recommended any dividend for the financial year under review.

TRANSFER TO RESERVES

The Company has not proposed any amount to be transferred to the General Reserve.

CHANGE IN NATURE OF BUSINESS

There was no any change in the nature of business of the company during the year.

CHANGE IN REGISTERED OFFICE

Registed office of the company has been changed from B-64/1 Wazirpur, Industrial Area Delhi -110052 to Village: Naharpur Kasan, Nakhrola, Manesar Gurugram, Haryana-120004, vide Regional Director order application no T12666790/13(4)/RD (NR)/2021/2298.

SHARE CAPITAL

As on March 31,2021, the authorized share capital of the Company stands at Rs. 60,00,00,000 (Rupees Sixty crores) divided into 20,00,0000 (Twenty Lacs) equity shares of Rs. 10 (Rupees Ten) each and 14,50,000(Fourteen Lacs Fifty Thousand) 3% Non-cumulative Redeemable Preference Shares of Rs. 400(Four Hundred) each and the paid-up equity capital of the Company stands at Rs. 2,00,00,000/-(Rupees Two Crores) and the paid up Preference Share Capital of the Company at Rs. 17,20,00,000(Rupees Seventy Crores Twenty Lacs). During the year under review, the Company has not issued any shares with differential voting rights neither granted stock options nor sweat equity.

VOLUNTARY DE-LISTING OF THE COMPANY

Equity shares of Minda Finance Limited has been listed on BSE Limited (''BSE") since September 01, 2015. Board of Directors of the Company in its meeting held on November 1, 2019 have approved voluntary delisting of the Equity shares of the company in accordance with the provisions of Chapter VII and other applicable provisions of SEBI (Delisting of Equity Shares) Regulations 2009 ("Delisting Regulations"). Shareholders of the company have also approved the voluntary delisting of Equity Shares of the company in accordance with Delisting Regulations by way of postal ballot on January 4,2020 with requisite majority. The application for voluntary delisting was made with exchange on dated January 18, 2020 and approve of delisting order from BSE w.e.f. January 06, 2021 vide order reference number 20210106 according to the order the trading in the equity share of company will be discontinued w.e.f. January 13,2021 and in record w.e.f. January 20,2021.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There were no material changes and commitments occurred between the end of the financial year as on March 31, 2021 and the date of this report which affects financial position of the Company.

DEATISL OF SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2021, the Company had one subsidiary company and two associates companies in terms of the provisions of the Act. Further Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the

Company's subsidiary and associate in Form AOC-1 is attached to the financial statements of the Company. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at www.mindafinance.co.in.

Further, other than above there was no company which had become or ceased to be the subsidiary, joint venture or associate company of the Company during the financial year under review.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company and its subsidiary and associate, prepared in accordance with the relevant Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, forms part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

There are Five (5) Directors on the Board of your company, consisting of one (1) Whole-time Director, One (1) Non-Executive Directors and two (2) Independent Directors as March 31, 2021.

A. During the year under review, no changes was taken place in the Director & KM P's of the company, However after the closer of financial year following changes were taken place:

> Mr.Nirmal Kumar Minda, Non-Executive Director of the Company, has been Resigned from the Company w.e.f. September 10,2021.

> Mr. Lalit Khubchandani, Company Secretary of the Company has been resigned w.e.f. June 30,2021 from the post of company secretary.

> Mr. Banshi Dhar Sharma has been appointed as a Com pa ny Secretary of the company w.e.f. July 30,2021 in the place of Mr. Lalit Khubchandani.

> As on date Mr. Pramod Kumar Garg, Whole-time Director; Mr. Shashi Shankar Malviya, Chief Financial Officer and Mr. Banshi Dhar Sharma, Company Secretary of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013.

B. Directors retiring by rotation

Pursuant to Section 152 of the Companies Act, 2013 and in accordance with Articles of Association of your Company, Mr. Pramod Kumar Garg (DIN: 00008042), Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends to the members for re-appointment of Mr. Pramod Kumar Garg.

C. Statement on declaration given by Independent Directors:

In compliance with Section 149(7) of the Companies Act, 2013 the Independent Directors of the Company have submitted the declaration(s) that each of them meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 there has been no change in the circumstances which may affect their status as independent director during the year.

Further, None of the Directors of the Company is disqualified under Section 164 of the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, the Board of Directors met 6 (Six) times on 05 June, 2020,30 June, 2020,26 August, 2020,10 November, 2020, 25 January, 2021 and 25 February, 2021 The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

COMMITTEES OF THE BOARD

The Company has constituted committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

AUDIT COMMITTEE:

In terms of the provisions of Section 177 of the Companies Act, 2013, the Company has duly constituted the Audit Committee comprises of following 3 (Three) Directors with independent Directors forming a majority:

During the year, there was no change in the composition of Audit Committee of the Board. Further, in compliance with Section 177(8) of the Companies Act, 2013, it is informed that during the year, the Board has accepted all the recommendations of the Audit Committee.

NOMINATION & REMUNERATION POLICY/COMMITTEE:

The Remuneration policy of your Company is a comprehensive policy which is competitive, in consonance with the industry practices and rewards good performance of the employees of the Company. The policy ensures equality, fairness and consistency in rewarding the employees on the basis of performance against set objectives.

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management.

In terms of the provisions of Section 178 of the Companies Act, 2013, the Company has duly constituted the "Nomination and Remuneration Committee" consisting of 3 (Three) Directors with independent Directors forming a majority. The Company Secretary acts as a Secretary of the Committee.

The aforesaid policies of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (4) of Section 178 of the Companies Act, 2013, are available on the Company's website www.mindafinance.co.in. There has been no change in the said policies during the year under review.

STAKEHOLDER RELATIOSHIP COMMITTEE:

In terms of the provisions of Section 178 of the Companies Act, 2013, the Company has duly constituted and continuous the Stakeholders Relationship Committee this comprises of 3 (Three) Directors with independent Directors forming a majority.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) read with Section 134(5), the Directors state that—

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

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

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Further in terms of Para 9 of Secretarial Standard — 1, issued by the Institute of Company Secretaries of India and approved by Ministry of Corporate Affairs, the Directors had devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committees. The evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees, experience and competencies.

EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) read with Section 134 (3)(a) of the of the Companies Act, 2013, the extract of the Annual Return in Form MGT- 9 is annexed herewith as Annexure-I form part of this Report. The same is available on the website of the Company at www. mindafi na nce.co. in.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

Pursuant to Section 186(11) of the Companies Act, 2013, read with Rule 11(2) of Companies (Meetings of Board and its Powers) Rules, 2014, the loans made, guarantees given or securities provided or acquisition of securities by a Non-Banking Financial Company in the ordinary course of its business are exempted from disclosure in the Annual Report.

Since your Company is a Non-Banking Financial Company registered with the Reserve Bank of India, it is exempted under the said section from giving disclosure regarding the Loans or guarantees given or securities provided, Refer to the Notes of the Balance Sheets.

DEPOSITS

During the financial year 2020-21, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was outstanding as the end of the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contract/arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis.

No material contracts or arrangements with related party were entered into during the year under review. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with rules made thereunder.

All Related Party Transactions are placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board. The details of the transactions with related parties are provided in the notes accompanying the standalone financial statement of the Company.

CORPORATE SOCIAL RESPONSIBILITY

During the year 2020-21, your Company does not meet the criteria laid under section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 pertaining to the constitution of the Corporate Social Responsibility Committee and other provisions covered there under regarding expenditure to be made on certain specified activities as a part of the Corporate Social Responsibility. Therefore, the Company has not framed the Corporate Social Responsibility Committee/ Policy and has not incurred any expenditure thereon.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

Your Company, through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors. The Board of Directors of the company has framed the risk management policy and the risk appetite for your Company. There are no risks which in the opinion of the Board threaten the existence of your Company.

POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Company premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. The Internal Committee was constituted as per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year under review, the Internal Committee has not received any complaints pertaining to sexual harassment.

AUDITORS AND AUDITORS' REPORT

a) STATUTORY AUDITORS

M/s, A H P N & Associates, Chartered Accountants (Firm Registration No. 09452N), Chartered Accountants were appointed as Statutory Auditors of the Company at the Annual General Meeting held on September 28,2017, M/s A H P H & Associates Chartered Accountants (Firm Registration No. 09452N), has been resigned from the post of statutory Auditor of the company from June 21, 2021, Recommended the company has appointment M/s. AJH & CO., Chartered Accountants (Firm Registration No. 005302N), in its Extra-Ordinary General Meeting held on Tuesday 16, September, 2021 as Statutory Auditors of the Company to hold the office from the conclusion of this Extra-Ordinary General Meeting till the next Annual General Meeting.

The company proposed to appoint M/s. AJH & CO., Chartered Accountants (Firm Registration No. 005302N) as statutory auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of 41^th Annual General Meeting of the Company.

The Company has received a certificate from M/s. AJH & CO., Chartered Accountants (Firm Registration No. 005302N) giving confirmation to the effect that their re-appointment, if made, at the ensuing AGM would be in terms of Sections 139 and 141 of the Companies Act, 2013 and rules made there under.

Further, the notes on Financial Statements (including the Consolidated financial statements) referred to in the Auditors' Report for the Financial Year 2020-21 are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation, adverse remarks or disclaimer.

b) SECRETARIAL AUDITORS

As on 31^st March 2021, the provision of section 204 of the Companies Act, 2013 are not applicable to the Company.

c) INTERNAL AUDITORS

As on 31^st March 2021, the provision of section 138 of the Companies Act, 2013 are not applicable to the Company.

EMPLOYEES' STOCK OPTION SCHEME

During the year under review, your Company has not provided any Stock Option Scheme to the employees.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators or Courts or Tribunals However, Bombay Stock Exchange (BSE) has approve of delisting application on dated January 06, 2021 vide order reference number 20210106 according to the order the trading in the equity share of company will be discontinuous w.e.f. January 13, 2021 and in record w.e.f. January 20,2021.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Board has adopted procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company policies, the safeguarding of its assets, the accuracy and completeness of the accounting records, and the timely preparation of financial disclosures.

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

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis.

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company and hence have not been provided.

The Company has neither incurred any expenditure in foreign exchange nor earned any income in foreign exchange during the year under review.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS. KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The ratio of remuneration of each of the director to median employee's remuneration and other details in terms of Section 197(12) of the Companies Act 2013 read with rule 5(1) of Companies (Appointment and remuneration of managerial personnel) Rules, 2014 is annexed herewith as Annexure-ll and forms part to this report.

As required by provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3} of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure-ll I and forms part to this report.

RBI GUIDLINES

As a Non-SystemicaIly Important Non-Deposit taking Non-Banking Finance Company, your Company always aims to operate in compliance with applicable RBI laws and regulations and employs its best efforts towards achieving the same.