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Money Masters Leasing & Finance Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 7.73 Cr. P/BV 0.57 Book Value (Rs.) 1.35
52 Week High/Low (Rs.) 2/1 FV/ML 1/1 P/E(X) 15.13
Bookclosure 22/08/2024 EPS (Rs.) 0.05 Div Yield (%) 0.00
Year End :2025-03 

Your Directors have pleasure in presenting their 31st Annual Report on the business and operations of the
Company and the accounts for the Financial Year
("FY”) ended 31st March, 2025.

FINANCIAL RESULTS:

Particulars (Standalone)

(^ in lakhs)

2024-25

2023-24

Total Income

214.21

207.49

Total Expenditure

145.02

138.79

Profit before exceptional items and Tax

69.19

68.71

Less: Exceptional Items

-

-

Profit before Tax

69.19

68.71

Less: Current Tax

18.00

17.86

Profit after Tax

51.19

50.85

DIVIDEND:

Your directors have decided to deployed back the profits earned during the year and therefore not
recommended any dividend for the current financial year.

RESERVES:

There are no amounts transferred to Reserves during the year under review except transfer of ^ 10.24 Lakhs to
Reserves Funds under Section 45IC of Reserve bank of India Act, 1934. Credit balance of Profit and Loss
Account is transferred to "Reserves and Surplus" in Balance Sheet.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company is not required to transfer any amount falling within the provisions of Section 125(2) of the
Companies Act, 2013
(hereinafter referred to as "the Act”) to Investor Education and Investor Fund.

INFORMATION ON THE STATE OF COMPANY'S AFFAIR:

During the year, the Company has sanctioned and disbursed 34 secured loan against hypothecation of
computers, equipment, machinery etc. Totaling to a tune of ^ 281.32 lakhs. During the year the company
collected ^ 475.09 lakhs by way of installments from hire purchase & loan accounts. Total outstanding
advances as on 31st March, 2025 stood at ^ 2902.75 lakhs. The company maintained its Asset Financing ratio
way above the required RBI norms of 60% of its total assets, hence continuing as a Non-Banking Finance
Company - Asset Financing Company
("NBFC AFC”).

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

MAIOR EVENTS OCCURRED DURING THE YEAR

> Change of Statutory Auditors of the Company:

M/s. Nipa N Shetty & Co. Chartered Accountant having membership number 122319 were appointed as
Statutory Auditors of the Company at the 28th Annual General Meeting (AGM) held on 28th September,
2022 for a term of five (5) years i.e. till the conclusion of the 33rd Annual General Meeting of the Company.
However, M/s. Nipa N Shetty & Co. Chartered Accountant having membership number 122319 vide their
letter dated 20th March, 2024 have resigned as Statutory Auditors of the Company with effect from
20th March, 2024 due to the reasons of preoccupation in other assignments and voluminous audit related
work involved.

The Board of Directors of the Company at their meeting held on 26th March, 2024, on the recommendation
of the Audit Committee, has appointed M/s. P S V Jain & Associates, Chartered Accountants (Firm
Registration no. 131505W), Mumbai to fill the Casual Vacancy caused due to resignation of M/s. Nipa N
Shetty & Co. Chartered Accountant having membership number 122319 till the conclusion of 30th AGM
and subsequently it was approved by the members of the Company by the way of postal ballot on 23rd
May, 2024. The Board of Directors has also recommended for regular appointment of M/s. P S V Jain &
Associates, Chartered Accountants (Firm Registration no. 131505W), Mumbai as the statutory auditors of
the Company for a term of 5 consecutive years from the conclusion of 30th AGM till the conclusion of 35th
AGM of the Company.

> Migration from BSE SME Exchange to BSE Main Board:

Your Company have migrated equity shares from BSE SME Exchange to BSE Main Board Platform w.e.f
06th May, 2024.

> Adoption of Memorandum of Association and Articles of Association as per the provisions of
Companies Act, 2013:

The erstwhile Memorandum of Association ("MoA") and Articles of Association (AoA) of the Company
were initially adopted in accordance with the Companies Act, 1956 and amended as necessary from time
to time. The Companies Act, 2013 introduced a new format for the MoA and AoA for companies limited by
shares, as outlined in Table A and Table F, respectively of Schedule I. To comply with the Companies, Act,
2013, the Company has substituted and replaced its MoA and AoA during the financial year under review

> Increase in Authorised Share Capital:

The members vide resolution passed by way of postal ballot on 28th July, 2024 approved the increase of
the Authorised Share Capital of the Company to ^ 34,00,00,000/- (Rupees Thirty-Four Crores Only)
divided into 3,03,00,000 (Three Crores Three Lakhs) Equity Shares of ^. 10/- (Rupees Ten Only) each and
37,00,000 (Thirty-Seven Lakhs) Preference Shares of ^ 10/- (Rupees Ten Only) each to meet the
Company's growth requirement and strengthen the financial position by generation of resources by way
of issuing securities.

> Sub-Division/ Split of Equity Shares:

The Board of Directors of your Company approved, the sub-division/ split of equity shares, such that 1
(one) equity share having face value of ^10.00 (Rupees Ten only) each, fully paid-up, was sub-divided into
10 (ten) equity shares having face value of ^1.00 (Rupee One only) each, fully paid-up. Further, the

members vide resolution passed by way of postal ballot on 28th July, 2024 approved the said sub-division/
split of equity shares and consequential alteration in the existing Capital Clause of the Memorandum of
Association (MOA) of your Company. After the requisite approvals of the BSE and the depositories ie.
NSDL and CDSL, new ISIN (INE340O01021) was allotted to your Company. The effect of change in face
value of the share was reflected on the share price at the BSE effective from 22nd August, 2024 i.e. record
date for the purpose of sub-division/ split of equity shares of your Company.

As a result of the sub-division/ split of equity shares of your Company, it has become more affordable and
encouraged participation of investors at large.

Accordingly, the capital structure of your Company posts sub-division/ split of equity shares is as follows:

Type of Capital

No. of shares

Face Value
(in

Total Share Capital (in

Authorised Share Capital
Equity:

30,30,00,000

1

30,30,00,000

Preference:

37,00,000

10

3,70,00,000

Issued, Subscribed and Paid-up

Share Capital

Equity:

10,03,82,290

1

10,03,82,290

Preference:

26,13,500

10

2,61,35,000

> Issue of Equity Shares on Right Issue Basis:

During the year under review, the Company proposed to offer right issue of equity shares of face value of
Re.1 each at such premium and in such ratio as may be decided hereafter to the eligible members subject
to that aggregate amount of right issue not exceeding ^ 49 Crores.

The Company has received in principal approval from the Stock Exchange (BSE Limited) on 29th
November, 2024.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED DURING THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT:

> Increase in Authorised Share Capital:

The members vide resolution passed by way of postal ballot on 22nd August, 2025 approved the increase
of the Authorised Share Capital of the Company to from ^ 34,00,00,000/- (Rupees Thirty- Four Crores
Only), divided into 30,30,00,000 (Thirty Crores and Thirty Lakhs Only) Equity Shares of ^ 1/- (Rupees One
Only) each and 37,00,000 (Thirty-Seven Lakhs) Preference Shares of ^ 10/- (Rupees Ten Only) each to
^ 60,00,00,000/- (Rupees Sixty Crores Only) divided into 56,30,00,000 (Fifty-Six Crores Thirty Lakhs)
Equity Shares of ^ 1/- (Rupees One) each and 37,00,000 (Thirty-Seven Lakhs) Preference Shares of ^ 10/-
(Rupees Ten Only) each to meet the Company's growth requirement and strengthen the financial position
by generation of resources by way of issuing securities.

PERFORMANCE REVIEW:

The Company is engaged in the business of Hire-purchase finance. The net receipts from Operations during the
year under review were ^ 214.13 lakhs as against ^ 207.37 lakhs in the previous year. The Profit after tax is
51.19 lakhs as against ^ 50.85 lakhs in the previous year.

Particulars

2024-25

2023-24

Deposits and interest payable

821.99

789.77

Corporate Deposits

119.23

118.23

Asset Financing

2869.69

2807.74

Gross and Net Non-Performing Advances have been ^ 68.05 lakhs and ^ 20.50 lakhs in the Financial Year 2024¬
25. In percentage terms Gross NPAs are now at 2.30 % and Net NPAs are at 0.69 % of total assets. Provision for
NPA has been done in accordance to the norm.

APPROPRIATIONS:

Appropriations from the net profit after the write offs, write backs and provisioning have been affected as
under:

Appropriations

in lakhs)

Provision for Income tax

83.12

Preference Share dividend and Dividend Distribution tax

-

Transfer to Reserves Fund 45IC

10.24

DIRECTORS' RESPONSIBILITY STATEMENT:

As per the clause (c) of sub-section (3) of Section 134 of the Act, 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 laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively.

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

SUBSIDIARIES, IOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint ventures and associate company.

SHARE CAPITAL:

> Authorized Share Capital:

During the year under review, the Authorized Share Capital of the Company as on 31st March, 2025 was
34,00,00,000/- (Rupees Thirty-Four Crore Only) comprising of 30,30,00,000 (Thirty Crore Thirty Lakhs)
Equity Shares of ^ 1 (Rupee One) each and 37,00,000 (Thirty-Seven Lakhs) Preference Shares of ^ 10/-
(Rupees Ten Only) Non-Convertible Cumulative Redeemable Preference Shares of ^ 10/- (Rupees Ten Only
each.

> Issued and Paid-up Capital

During the year under review, The Issued and Paid-up Share Capital of the Company as on 31st March, 2025
was ^ 12,65,17,290/- (Rupees Twelve Crore Sixty-Five Lakhs Seventeen Thousand Two Hundred and Ninety
Only) comprising of 10,03,82,290 (Ten Crore Three Lakhs Eighty-Two Thousand Two Hundred and Ninety)
Equity Shares of ^ 1 (Rupee One) each and 26,13,500 (Twenty-Six Lakhs Thirteen Lakhs Five Hundred) Non¬
Convertible Cumulative Redeemable Preference Shares of ^ 10/- (Rupees Ten Only) each.

CAPITAL ADEQUACY RATIO:

(a) Tier I capital

49.35

(b) Tier II capital

9.82

(c) Total

59.17

(Minimum required by RBI norms 15%).

OTHER DISCLOSURES RELATED TO SHARES:

During the year under review, the Company has not issued any bonus shares, equity shares with differential
voting rights nor has granted any sweat equity.

NON-CONVERTIBLE DEBENTURES

There is no such issuance of Non-Convertible Debentures during the period under review.

NETWORTH:

The net worth of the Company as of 31st March, 2025, was ^ 1,574.89 lakhs comprising Equity Shares,
Preference Shares and Reserves.

DEPOSITS:

The company has stopped accepting public deposits since December 2011 and has now registered as non¬
Deposit accepting NBFC (NBFC-ND)

ASSET FINANCING:

The average yield on Advances was 16.5 % pa. The Company was always above the required minimum norm of
Asset financing of 60% of Total Assets.

INVESMENTS:

The Company had not made any Investment during the financial year 2024-25.

RESERVE BANK OF INDIA ("RBI”) GUIDELINES:

Your Company is a Non-Deposit Taking Non-Banking Financial Company- Asset Financing (NBFCND- AFC) and
has complied with and continues to comply with all applicable regulations and directions issued by RBI from
time to time.

The Directors hereby report that the Company did not accept any public deposits during the year and had no
public deposits outstanding as of the year-end.

KNOW YOUR CUSTOMER (KYC /ANTI-MONEY LAUNDERING (AML) MEASURES:

The Company has been implementing KYC/AML policy as approved by the Board of Directors in accordance
with the PMLA 2002 (Prevention of Money Laundering Act 2002) and RBI/IBA (Reserve Bank of India/Indian
Bank's Association) guidelines.

HUMAN RESOURCES: KEY COMPETITIVE ADVANTAGE:

The Company strongly believes that in a service industry like Banking and finance, it is only through people and
their contributions that most of the objectives like offering products to various customer groups and servicing

the poor can be achieved. Your Company believes in spreading the risk, and financing self-generating assets
like Auto rickshaws, taxis, machineries, equipments etc.

The Management has a healthy relationship with the officers and the Employee
RISK MANAGEMENT POLICY:

The Company has adopted a Risk Management Policy duly approved by the Board and is overseen by the Audit
Committee of the Company on a continuous basis to identify, assess, monitor and mitigate various risks to key
business objectives.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During
the year, such controls were tested and no reportable material weakness in the design or operation was
observed.

The Company is in process of appointing Internal Auditor of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015, the Management Discussion and
Analysis Report, which forms part of this Annual Report.

PREVENTION OF SEXUAL HARASSMENT POLICY:

Your Company has a requisite policy for the Prevention of Sexual Harassment, which is available on the website
of the Company at
https://monevmasterscc.in/.

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company is not required to constitute Internal Complaints Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as the employees employed in the
company are less than 10 (Ten).

All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year no
complaints were received by the Company related to sexual harassment. Further details are as follow:

1.

Number of complaints of Sexual Harassment received in the Year

-

2.

Number of Complaints disposed off during the year

-

3.

Number of cases pending for more than ninety days

-

During the year under review, the Company has not received any complaint of sexual harassment.
DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received declarations from all Independent Directors as required under Section 149(7) of the
Act that they meet the criteria of independence as laid down under Section 149(6) of the Act.

DECLARATION OF FIT & PROPER CRITERIA:

All the Directors of the Company have given the declaration to the effect that they are Fit & Proper, to be
appointed as Director, as per the criteria prescribed by Reserve Bank of India ("RBI").

DISQUALIFICATION OF DIRECTORS:

The Company has received declarations from all the Directors including Independent Directors of the Company
confirming that they are not disqualified on account of non-compliance with any of the provisions of the Act
and as stipulated in Section 164 of the Act.

EVALUATION OF BOARD'S PERFORMANCE:

Pursuant to the provisions of Section 178 of the Act and the SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015 (SEBI Listing Regulations, 2015), the Nomination and Remuneration
Committee has laid down the criteria for performance evaluation on the basis of which the Board has carried
out evaluation of its own performance, the performance of Board Committees and of the Directors individually.

The Independent Directors of the Company, at their separate meeting have reviewed the performance of all the
directors, the Board as a whole and its Committees and the Chairperson of the Company.

Further, the Nomination and Remuneration Committee ("NRC”) has carried out evaluation of individual
Director's performance.

The Members of the NRC and Board reviewed the performance of all the directors, the Board as a whole and its
Committees and the Chairperson of the Company in accordance with the relevant provisions of the Act and
SEBI Listing Regulations, 2015. The Committee agreed that the effectiveness of participation of the Directors in
various meetings of the Board and its Committees were satisfactory. All the Directors made significant
contributions in ensuring ethical standards and the statutory as well as regulatory compliances. The Members
of the NRC also agreed that the financial performance of the Company over the years is satisfactory and the
Board as a whole played a great role in the development of the Company.

As per the requirements of the Act and SEBI Listing Regulations, a formal Annual Evaluation process has been
carried out to evaluate the performance of the Board, the Committees of the Board, and the Individual
Directors including the Chairperson.

NOMINATION AND REMUNERATION POLICY:

In adherence to the provisions of Sections 134(3(e) and 178(1) & (3) of the Act, the Board of Directors on the
recommendation of the Nomination and Remuneration Committee had approved a policy on Directors'
appointment and remuneration. The said policy includes terms of appointment, criteria for determining
qualifications and other matters. A copy of the same is available on the website of the Company at
https://moneymasterscc.in/.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

RETIREMENT BY ROTATION:

During the year under review, the Members at 30th Annual General Meeting (AGM) held on 30th September,
2024 approved the re- appointment of Ms. Durriya Hozef Darukhanawala (DIN: 00177073), as the Director of
the Company, who was due to retire by rotation at the said AGM and being eligible, had offered himself for
appointment.

In accordance with the Act and the Articles of Association of the Company, Mr. Rakesh Anil Bissa (DIN:
08748676) is liable to retire by rotation at the ensuing 31st AGM and being eligible, has offered himself for re¬
appointment as a Director liable to retire by rotation. Accordingly, the re-appointment of Mr. Rakesh Anil Bissa
(DIN: 08748676), Non-Executive, Non-Independent Director is being placed for the approval of the Members at
the ensuing AGM. A brief profile of Mr. Rakesh Anil Bissa (DIN: 08748676), along with other related
information forms part of the Notice convening the ensuing 31st AGM.

INDEPENDENT DIRECTORS

In terms of Section 149 of the Act, Mr. Javid Husain Parkar and Mr. Vijaypratap Talukdar Singh, are the
Independent Directors of the Company.

In the opinion of the Board, all the Independent Directors satisfy the criteria of independence as defined under
the Act, rules framed thereunder and the SEBI Listing Regulations, and that they are independent of the
Management of the Company.

The Company's Independent Directors met 1 (one) time in the Financial Year 2024-25. Such meeting was
conducted to enable the Independent Directors to discuss matters pertaining to the Company's affairs and put
forth their views.

APPOINTMENT AND RESIGNATION OF DIRECTOR

During the year under review, Mr. Ratish Tagde (DIN: 00024465) resigned from the position of Chairman and
Non-Executive Director of the Company, as well as from the Stakeholders Relationship Committee with effect
from 14th June, 2024.

Subsequently, the Board of Directors, at its meeting held on 25th June, 2024, appointed Mr. Rakesh Anil Bissa
(DIN: 08748676) as an Additional Director (Non-Executive and Non-Independent). Further, Mr. Rakesh Anil
Bissa (DIN: 08748676) appointment was approved by the members by way of postal ballot on 28th July, 2024.

KEY MANAGERIAL PERSONNEL

Mr. Hozef Abdulhussain Darukhanawala, Managing Director, Ms. Anjum Bahar Sayed, Chief Financial Officer
and Ms. Tripti Jain, Company Secretary and Compliance Officer are the key managerial personnel of the
Company.

Post the closure of Financial year, The Board of Directors have approved the re-appointment of Mr. Hozef
Abdulhusaain Darukhanwala as Managing Director of the Company for a period of 3 years commencing from 1st
October, 2025 to 30th September, 2028 subject to the approval in the ensuing AGM.

BOARD AND BOARD COMMITTEES:

During the year under review, the Board met 6 (Six) times on 30th May, 2024, 25th June, 2024, 12th August,
2024, 30th August, 2024, 24th October, 2024 and 5th February, 2025.

The details regarding the number of meetings attended by each Director during the year under review have
been furnished in the Corporate Governance Report attached as part of this Annual Report

The Board has constituted following three Committees:

a. AUDIT COMMITTEE:

Audit Committee comprises of the following members as on 31st March, 2025.

1. Mr. Vijaypratap Talukdar Singh-Chairman

2. Mr. Javid Husain Parkar

3. Mrs. Durriya Darukhanawala

During the year under review the Audit Committee met 5 (Five) times on 30th May, 2024, 12th August,
2024, 30th August, 2024, 24th October, 2024 and 5th February, 2025 and all the members have attended the
said meetings.

b. NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee comprises of the following members as on 31st March, 2025.

1. Mr. Vijaypratap Talukdar Singh--Chairman

2. Mr. Javid Husain Parkar

3. Mrs. Durriya Darukhanawala

During the year under review the Nomination and Remuneration Committee met 2 (Two) times on 25th
June 2024 and 30th August, 2024 and all the members have attended the said meetings.

c. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Stakeholder Relationship Committee comprises of the following members as on 31st March, 2025.

1. Mr. Vijaypratap Talukdar Singh--Chairman

2. Mr. Javid Husain Parkar

3. *Mr. Rakesh Anil Bissa

* Stakeholder Relationship Committee was re-constituted on 25th June, 2024 due to inclusion the name of
Mr. Rakesh Anil Bissa and cessation of Mr. Ratish Tagde.

During the year under review the Nomination and Remuneration Committee met 1 (One) time on
30th August, 2024 and all the members have attended the said meetings.

PARTICULARS OF EMPLOYEES:

Disclosures of the ratio of the remuneration of each director to the median employee's remuneration and other
details as required pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is provided as
Annexure I.

Employees details as on the closure of financial year:

The details of employees engaged with the Company as of 31st March, 2025, are provided below:

Category of Employee

Number of Employees

Female

3

Male

3

Transgender

-

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:

The Company is committed to fostering a supportive and inclusive work environment by undertaking various
initiatives aimed at helping expectant mothers maintain a healthy work-life balance. Through these efforts, the
Company seeks to empower women in both their personal and professional journeys. Further, the Company
affirms its compliance with the provisions of the Maternity Benefit Act, 1961.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company is registered Non-Banking Financial Company (NBFC) and therefore the provision related to
loans and investments u/s 186 of the Act is not applicable.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is not required to develop and implement any Corporate Social Responsibility initiatives as the
said provisions are not applicable.

RELATED PARTY TRANSACTIONS:

During the financial year 2024-25, your Company has not executed any transactions with related parties as
defined under Section 2(76) of the Act read with Companies (Specification of Definitions Details) Rules, 2014.
During the financial year 2024-25, there were no transactions with related parties which qualify as material
transactions under the SEBI Listing Regulations and applicable Act.

Your Company has framed a Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board is available in the Company's weblink at
https://www.monevmasterscc.in/.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

ANNUAL RETURN:

In accordance with the requirements of Section 92(3) of the Act and Rule 12 of the Companies (Management
and Administration) Rules, 2014, the Annual Return in the prescribed format proposed to be submitted to the
Registrar of Companies for the financial year ended 31st March, 2025 is available in the Company's weblink at
https://www.moneymasterscc.in/.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act read with Rule, 8 of The Companies (Accounts) Rules, 2014, are
as below:

• Energy Conservation: Company working in such business segment which does not require it to take
steps for energy conservation.

• Technology Absorption: company working in such business segment which does not require to take
steps for Technology Absorption.

• Foreign Exchange Earnings and Outgo: During the period under review there was no foreign
exchange earnings or out flow.

REPORT ON CORPORATE GOVERNANCE:

The company has complied with all the mandatory requirements of Corporate Governance specified by the
Securities and Exchange Board of India through Part C of Schedule V of SEBI Listing Regulations. As required by
the said Clause, a separate report on Corporate Governance forms part of the Annual Report of the Company.

A certificate from the Managing Director and Chief Financial Officer on compliance with Part B of Schedule II of
SEBI Listing Regulations forms part of the Corporate Governance Report. Further, a certificate from M/s. HRU
& Associates., Practicing Company Secretaries regarding compliance with the conditions of Corporate
Governance pursuant to Part E of Schedule V of SEBI Listing Regulations is Annexed to the Corporate
Governance Report as
Annexure II.

Copies of various policies adopted by the Company are available on the website of the Company at
https://monevmasterscc.in/ .

MANAGEMENT DISCUSSION & ANALYSIS:

In terms of Regulation 34 of SEBI Listing Regulations, a review of the performance of the Company is provided
in the Management Discussion & Analysis section, which forms part of this Annual Report as
Annexure III.

STATUTORY AUDITORS:

M/s. Nipa N Shetty & Co. Chartered Accountant having membership number 122319 were appointed as
Statutory Auditors of the Company at the 28th Annual General Meeting (AGM) held on 28th September, 2022 for
a term of five (5) years i.e. till the conclusion of the 33rd Annual General Meeting of the Company. However,
M/s. Nipa N Shetty & Co. Chartered Accountant having membership number 122319 vide their letter dated 20th
March, 2024 have resigned as Statutory Auditors of the Company with effect from 20th March, 2024 due to the
reasons of preoccupation in other assignments and voluminous audit related work involved. The Board of
Directors of the Company at their meeting held on 26th March, 2024, on the recommendation of the Audit
Committee, has appointed M/s. P S V Jain & Associates, Chartered Accountants (Firm Registration no.
131505W), Mumbai to fill the Casual Vacancy caused due to resignation of M/s. Nipa N Shetty & Co. Chartered
Accountant having membership number 122319 till the conclusion of 30th AGM subsequently it was approved
by the members of the Company by the way of postal ballot on 23rd May, 2024. The Board of Directors has also
recommended for regular appointment of M/s. P S V Jain & Associates, Chartered Accountants (Firm
Registration no. 131505W), Mumbai as the statutory auditors of the Company for a term of 5 consecutive years
from the conclusion of 30th AGM till the conclusion of 35th AGM of the Company.

M/s. P S V Jain & Associates have confirmed their eligibility to be appointed as Statutory Auditors under Section
141 of the Act, and have also confirmed compliance with the RBI Guidelines.

AUDITORS' OBSERVATION & REPORT:

There are no qualifications, reservation or adverse remark made by the Statutory Auditor in their report.
SECRETARIAL AUDIT:

Pursuant to Section 204 of the Act, your Company had appointed M/s. HRU & Associates., Practicing Company
Secretaries as its Secretarial Auditors to conduct the secretarial audit of the Company for FY 2024-25. The
Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Report
of Secretarial Auditor for FY 2024-25 is annexed to this report as
Annexure IV.

There are no audit qualifications, reservations, disclaimers, or adverse remarks in the said Secretarial Audit
Report. However, there is one observation for which the responses from the management is stated as below.

BOARD'S REPLY OF THE COMMENTS IN THE SECRETARIAL AUDIT REPORT:

The Company has not appointed internal auditor
for the financial year under review as per the
provision of the Companies Act, 2013.

The Company is in process of finalizing the internal
auditor.

FRAUD REPORTED BY AUDITORS:

During the year under review, neither the Statutory Auditor nor Secretarial Auditor have reported any
instances of frauds committed in the Company by its officers or employees to the Audit Committee of the Board
and the Board of Directors under Section 143 of the Act, details of which need to be mentioned in this report.

MAINTENANCE OF COST RECORDS AND COST AUDIT:

The Company being Non-Banking Finance Company, maintenance of cost records as prescribed under sub¬
section (1) of section 148 of the Act and Cost Audit are not applicable to the Company.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

The Company has a Vigil Mechanism in place to deal with instances of fraud and mismanagement if any. The
mechanism also provides for adequate safeguards against victimization of Directors and Employees who avail
of the mechanism and also provides for direct access to the Chairman of the Audit Committee of the Board in
exceptional cases. The Company also provides direct access to the Chairman of the Audit Committee on
reporting issues concerning the interests of employees and the Company. The said Policy, covering all
employees, Directors, and other people having an association with the Company, is hosted on
the Company's website at
https://moneymasterscc.in/.

We affirm that during the financial year 2024-25, no Employees or Directors were denied access to the Audit
Committee.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC):

During the year under review, no applications were filed against the Company by any financial or operational
creditors.

SECRETARIAL STANDARDS:

During the year under review, your Company has complied with the Secretarial Standards, issued by the
Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs, in terms of Section
118(10) of the Act.

ACKNOWLEDGEMENTS:

The Board of Directors wish to acknowledge the continued support and co-operation extended by the
Securities and Exchange Board of India, Reserve Bank of India, Stock Exchanges, Ministry of Corporate Affairs,
other government authorities, Bankers, customers and other stakeholders for their support and guidance.

Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of
the employees of the Company at all the levels.

The Board is also indebted to the RBI, and other regulatory authorities, various financial institutions, Banks for
their valuable support and guidance to the company from time to time.

On behalf of Board of Directors of
Money Masters Leasing & Finance Limited

Hozef Darukhanawala Durriya Darukhanawala

Managing Director Director

DIN:00177029 DIN: 00177073

Date: 29th August, 2025 Date: 29th August, 2025

Place: Mumbai Place: Mumbai


 
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