BOARD'S REPORT
To

The Members

Mufin Green Finance Limited

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

1. FINANCIAL SUMMARY

2. STATE OF COMPANY AFFAIRS & OPERATIONS

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

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

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

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

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

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

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

4. TRANSFER TO RESERVES

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

6. DIVIDEND

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

7. CAPITAL STRUCTURE
Authorised Share Capital

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

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

Paid up Share Capital

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

8. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

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

9. NON-CONVERTIBLE DEBENTURES

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

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment, Re-appointment and Resignation

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

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

Retirement of director by rotation

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

Declaration by Independent Directors

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

Policies on appointment of Directors

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

Annual Performance Evaluation of the Board

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

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

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

Meetings of the Board

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

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

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

12. AUDITORS' & AUDIT REPORTS
Statutory Auditors

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

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

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

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

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

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

13. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

14. INTERNAL FINANCIAL CONTROLS

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

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

15. RESERVE BANK OF INDIA GUIDELINES

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

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

("NBFC").

16. DETAILS OF FRAUDS REPORTED BY AUDITORS

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

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

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

18. COMMITTEES OF BOARD

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

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

19. NOMINATION AND REMUNERATION POLICY

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

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

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

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

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

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

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

22. PARTICULARS OF EMPLOYEES

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

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

23. ANNUAL RETURN

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

24. CORPORATE GOVERNANCE

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

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

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

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

25. MANAGEMENT DISCUSSION AND ANALYSIS

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

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

27. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

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

28. MATERIAL CHANGES AND COMMITMENTS

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

29. CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

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

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

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

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

31. BOARD EVALUATION

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

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

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

33. COST RECORDS AND AUDIT

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

34. INVESTOR SERVICES

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

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

• There is a dedicated e-mail id apmfinvestltd@gmail.com for sending communications to the Company Secretary.

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

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

35. ACKNOWLEDGMENTS

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

For and on behalf of the Board

Mufin Green Finance Limited

Manoj Kumar Bhatt

Place: New Delhi Chairman

Dated: 29.08.2023 DIN: 09452843