Your Directors are pleased to present their Thirty-second Report together with the audited financial statements
of your Company for the Financial Year ended 31^st March, 2025 ("FY 2024-25”).

1. FINANCIAL PERFORMANCE AND OPERATIONAL HIGHLIGHTS

The Audited Financial Statements of your Company as on 31^st March, 2025, are prepared in accordance
with the applicable Indian Accounting Standards ("Ind AS”) and Regulation 33 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations”) and the provisions of the Companies Act, 2013 ("Act”).

The summarized financial highlight is depicted below:

i. Key highlights of the Segment wise financial performance is summarized below:

ii. Key highlights of Standalone Financial
Performance

Gross income reported by the Company
was ' 32,296.24 lakhs for the year ended
31^st March, 2025 as against ' 27,179.90
lakhs in the previous year, registering
an increase of 18.82%;

Profit before tax for the year increased
by 20.13% to ' 18,637.27 lakhs as
compared to ' 15,514.60 lakhs in the
FY 2023-24; and

Profit after tax of the Company was
' 14,395.16 lakhs for the year ended 31^st
March, 2025 as compared to profit after
tax of ' 11,651.40 lakhs in the previous
year, registering an increase of 23.55%.

iii. Key highlights of Consolidated Financial
Performance

Gross income increased by 17.55%
to ' 32,797.45 lakhs as compared to
' 27,899.68 lakhs in the FY 2023-24;

Profit before tax for the year increased
by 17.40% to ' 19,267.65 lakhs as
compared to ' 16,411.76 lakhs in the
FY 2023-24; and

Profit after tax for the year increased by
21.21% to ' 14,926.60 lakhs as compared
to ' 12,314.98 lakhs in the FY 2023-24.

2. STATE OF COMPANY’S AFFAIRS

The discussion on state of Company’s affairs
has been covered as part of the Management
Discussion and Analysis report.

3. STOCK EXCHANGE & LISTING FEES

The Equity Shares of the Company are listed at
BSE Limited & National Stock Exchange of India
Limited.

Your Company has paid the requisite Annual
Listing Fees to National Stock Exchange of India
Limited (Symbol: MONARCH) and BSE Limited
(Scrip Code: 511551), where its Equity Shares are
listed.

4. TRANSFER TO GENERAL RESERVES

During the financial year, there was no amount
proposed to be transferred to the general reserve
on a standalone basis.

5. DIVIDEND

The Board of Directors (“Board”) of your Company
as on 24^th May, 2024, had adopted the Dividend
Distribution Policy (“Policy”) in accordance with
the terms of the SEBI Listing Regulations. The
said policy is also available on the website of the
Company in pursuant to the Regulation 43A
of the SEBI Listing Regulations which can be
accessed at https://www.mnclgroup.com/mncl-
policies.

The Board at their meeting held on 27^th May,
2025, post considering good performance and
strong cash flows has recommended the final
dividend of ' 1/- per equity share (i.e. 10% of the
Face Value) to the Shareholders for their approval
in ensuring Annual General Meeting (“AGM”) for
the FY2024-25.

The Company has not paid any Interim Dividend
during the financial year under review.

Unclaimed Dividend

As on 31^st March, 2025, a nominal amount of
' 10.44 lakhs remains unclaimed in our Unpaid
Dividend Accounts. In line with our commitment
to transparency and shareholder engagement,
we have published a comprehensive statement
on our website to assist shareholders in
identifying and claiming their uncollected
dividends. To view the statement and initiate
the claim process, please visit: https://www.
mnclgroup.com/dividend-related-information

The dividends that are unclaimed/unpaid for
seven years shall be transferred to the Investor
Education and Protection Fund (“IEPF”)
administered by the Central Government
within the stipulated time period. However, the
Company did not have any obligation to transfer
funds to IEPF.

6. SUBSIDIARY COMPANIES

As on 31^st March, 2025, your Company had 3
(“three”) direct subsidiaries. During the financial
year, your Board of Directors reviewed the affairs
of the subsidiaries. The consolidated financial
statements of your Company are prepared in
accordance with Section 129(3) of the Companies
Act, 2013; and forms part of this Annual Report.

A statement containing the salient features of
the financial statements of the subsidiaries in
Form AOC-1, is appended as “Annexure I” to

the Board’ Report. The statement also provides
the details of the performance and financial
positions of each of the subsidiaries.

The separate audited financial statements in
respect of each of the subsidiary companies
are open for inspection and are also available
on the website of your Company at www.
mnclgroup.com. Pursuant to the requirements
of Regulation 34 (3) read with Schedule V of the
SEBI Listing Regulations, the details of Loans/
Advances made to and investments made in the
subsidiary have been furnished in Notes forming
part of the Accounts.

Further, the Company does not have any joint
venture or associate companies during the year
or at any time after the closure of the year and till
the date of the report.

Further investment in Monarch Networth
Capital IFSC Private Limited ("MNCIPL”)

During the year under review, the Company has
made a further investment of ' 9,50,00,000/-
(Rupees Nine Crores and Fifty lakhs) in the
equity shares of Monarch Networth Capital IFSC
Private Limited, its subsidiary. The allotment
of 95,00,000 (Ninety Five lakhs only) equity
shares, of ' 10/- (Ten Rupees) each, amounting to
' 9,50,00,000/- (Nine Crores and Fifty lakhs Only)
was made against such investment vide Right
Issue on 28^th March, 2025.

MNCIPL, based at GIFT IFSC, has received
the certificate of registration as a Registered
Fund Management Entity (Retail) from the
International Financial Services Centers
Authority (“IFSCA”) (Registration No: IFSCA/FME/
NI/2025-26/169) dated 29^th April, 2025.

The award of this prestigious license marks
a major milestone in MNCL Group’s strategic
journey, enabling it to meaningfully expand its
offerings in the fund management business
through the introduction of value-added and
globally competitive products.

7. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provision of Section 134(5)
and as required under Section 134(3)(c) of the
Companies Act, 2013 and according to the
information and explanations received by the
Board, your Directors state that:

a) i n the preparation of the annual financial
statements for the financial year ended
31^st March, 2025, the applicable accounting
standards have been followed, and there
are no material departures from prescribed
accounting standards;

b) your Company has selected such accounting
policies and applied them consistently and
made judgements and estimates that are
reasonable and prudent, so as to give a true
and fair view of the state of affairs of your
Company, at the end of the financial year;
and of the profit and loss of your Company,
for that period;

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

d) the annual financial statements have been
prepared on a going concern basis;

e) the directors, have laid down internal
financial controls to be followed by your
Company and that such internal financial
controls are adequate and were operating
effectively;

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

8. MUTUAL FUND APPLICATION

As part of its strategic growth initiatives, the
Company has decided to venture into the Mutual
Funds sector. In pursuit of this, an application
for a Mutual Fund license was submitted to the
Securities and Exchange Board of India (“SEBI”)
on 31^st December, 2024.

However, pursuant to a pending proceeding
under Section 11B of the SEBI Act, 1992 involving
the company and its promoters, the application
was voluntarily withdrawn to await resolution of
the matter.

A show Cause Notice No. SEBI/HO/IVD/ID12/
OW//P/2024/21040/2 dated 27^th June, 2024 issued
under Section 11(1), 11(4),11(4A), 11B(1) and 11B(2) r/w
Section 15 HA and 15HB of the SEBI Act, 1992 r/w
Rule 4 of SEBI (Procedure for Holding Inquiry
and Imposing Penalties) Rules, 1995 was settled
by the company by paying a settlement amount
of ' 11.37 lakhs on 7^th February, 2025.

Subsequently, SEBI issued an order on 30^th April,
2025, in favor of the promoters, discharging them
from all allegations. Following this development,
the Company submitted a fresh application to
SEBI on 14^th May, 2025, which is currently under
review.

This initiative reflects the Company’s intent
to diversify its financial services portfolio
and enhance long-term value creation for
stakeholders.

9. AMENDMENT OF MEMORANDUM OF
ASSOCIATION

(a) Increase in Authorized Share Capital of
the Company

During the period under review, the
company has amended the Memorandum
of Association to increase the authorized
share capital of the company from existing
' 65,00,00,000/- (Rupees sixty-five crores
only) divided into 5,40,00,000 (Five crores
forty lakhs) equity shares of ' 10/- each;
and 5,00,000 (Five lakhs) 6% cumulative
redeemable preference shares of ' 100/-
each and 60,00,000 (Sixty lakhs) preference
shares of ' 10/- each to ' 100,00,00,000/-
(Rupees one hundred crores only) divided
into 8,90,00,000 (Eight crores and ninety
lakhs) equity shares of ' 10/- each; and
5,00,000 (Five lakhs) 6% cumulative
redeemable preference shares of ' 100/-
each and 60,00,000 (Sixty lakhs) preference
shares of ' 10/- each.

(b) Change in Object clause of the
Memorandum of Association

During the period under review, the
company has amended its main objects to
include activities related to Mutual Funds.
Further, the existing business activities
under the Main Object Clause have been
expanded and re-defined for greater clarity.

This alteration was approved by a Special
Resolution passed by the members of the
Company through Postal Ballot on 18^th
January, 2025.

In furtherance to the above, Corporate
Identification Number(“CIN”) ofCompanyhas
been updated from L65920GJ1993PLC120014
to L64990GJ1993PLC120014. This update
follows the revision of the company’s NIC
code by the Registrar of Companies (“ROC”)
to better align the CIN with the Company’s
name and objects.

10. SHARE CAPITAL

(a) Authorized Share Capital

As on 31^st March, 2025, the Authorized Share
Capital of the Company stood as under:

During the period under review, the
shareholders of the company in its Extra
ordinary General Meeting dated 22^nd
August, 2024 has approved the increase of
authorized share capital of the company
from existing ' 65,00,00,000/- (Rupees sixty-
five crores only) divided into 5,40,00,000
(Five crores forty lakhs) equity shares
of ' 10/- each; and 5,00,000 (Five lakhs)
6% cumulative redeemable preference
shares of ' 100/- each and 60,00,000 (Sixty
lakhs) preference shares of ' 10/- each to
' 100,00,00,000/- (Rupees one hundred
crores only) divided into 8,90,00,000 (Eight
crores and ninety lakhs) equity shares of
' 10/- each; and 5,00,000 (Five lakhs) 6%
cumulative redeemable preference shares
of ' 100/- each and 60,00,000 (Sixty lakhs)
preference shares of ' 10/- each.

(b) Issued, Subscribed and Paid up Share

Capital

As on 31^st March, 2025, the paid-up equity
share capital of the Company stood at
'78,46,09,380/- (Rupees Seventy-Eight
Crores Forty-Six lakhs Nine Thousand Three
Hundred and Eighty only), comprising
7,84,60,938 (Seven Crores Eighty-Four lakhs
Sixty Thousand Nine Hundred and Thirty-
Eight) equity shares of ' 10/- each.

This represents a significant increase
from the previous year’s paid-up capital of
' 33,86,95,180/ comprising 3,38,69,518 equity
shares of ' 10/- each, as on 31^st March, 2024.

(c) Fund raised through preferential
allotment

On 28^th August, 2024, the Company allotted
53,60,951 (Fifty-Three lakhs Sixty Thousand
Nine Hundred and Fifty-One) fully paid-up
equity shares of face value of ' 10/- each, at
an issue price of ' 560/- per share (including
a premium of ' 550/- per share), aggregating
to ' 300,21,32,560/- (Rupees Three Hundred
Crores Twenty-One lakhs Thirty-Two
Thousand Five Hundred and Sixty only). This
allotment was made to identified persons
on a preferential basis, in accordance with
applicable regulatory provisions.

(d) Bonus Issue

Subsequently, on 16^th September, 2024, the
Company issued 3,92,30,469 (Three Crores
Ninety-Two lakhs Thirty Thousand Four
Hundred Sixty-Nine) fully paid-up bonus
equity shares of face value ' 10/- each, in the
ratio of 1:1.

These shares were allotted to:

Existing members of the Company
holding fully paid-up equity shares as
on the Record Date of 13^th September,
2024, and

Allottees of the aforementioned
preferential issue.

The bonus issue was made by capitalizing
' 39,23,04,690/- (Rupees Thirty-Nine Crores
Twenty-Three lakhs Four Thousand Six
Hundred and Ninety only) from the Securities
Premium Account, as per the audited
financial statements of the Company for the
financial year ended 31^st March, 2024.

11. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of
the Companies Act, 2013 read with rule 12(1) of the
Companies (Management and Administration)
Rules, 2014, the copy of Annual Return in Form
No. MGT-7 can be accessed on our website i.e.
https://www.mnclgroup.com/annual-reports.

Subsequent to the end of the financial
year, and upon the recommendation of the
Nomination and Remuneration Committee,
the Board approved the appointment of
Dr. Anish Sugathan as an Non-Executive
Independent Director of the Company for a
term of five years, effective 22^nd April, 2025.
This appointment fills the vacancy created
by the conclusion of Mr. Bohra’s term.

Additionally, Mr. Sathish Kumar Pazhamalai,
Non-Executive Independent Director,
whose first term of five years concluded
on 16^th April, 2025, was re-appointed by the
Board based on the recommendation of the
Nomination and Remuneration Committee
for a second term of five years.

The appointments of both Dr. Anish
Sugathan and Mr. Sathish Kumar
Pazhamalai as Independent Directors have
been duly confirmed by the shareholders
through a postal ballot.

ii. Committees constituted by the Board

Your Company has in place the Committee(s)
as mandated under the provisions of the
Companies Act, 2013 and SEBI Listing
Regulations. There are currently six
committees of the Board, namely:

1. Audit Committee

2. Stakeholders’ Relationship Committee

3. Nomination and Remuneration
Committee

4. Corporate Social Responsibility
Committee

5. Risk Management Committee

6. Management Committee

The Board Committees are in compliance
with the requirements of the relevant
provisions of applicable laws and statutes.
The details of all the Committees along with
their charters, composition and meetings
held during the year, are provided in the
Report on Corporate Governance, which
forms part of this Annual Report.

iii. Key Managerial Personnel (“KMP”)

As of the date of this report, the following
individuals are designated as the Key

Managerial Personnel (“KMP”) of the
Company, other than the Managing Director
and Whole-time Director, in accordance
with the provisions of Section 2(51) and
Section 203 of the Companies Act, 2013:

(a) Mr. Gaurav Bhandari - Chief Executive
Officer

(b) Mr. Nitesh Tanwar - Company Secretary
& Compliance Officer

(c) Mr. Govinda Meghani - Chief Financial
Officer

These executives continue to play a pivotal
role in the management and administration
of the Company in compliance with
applicable statutory requirements.

Change in Key Managerial Personnel

Mr. Govinda Meghani was appointed as
the Chief Financial Officer (“CFO”) of the
Company with effect from 16^th September,
2024. He has been entrusted with the
responsibilities as prescribed under the
Companies Act, 2013, the SEBI Listing
Regulations, and any other duties as may
be assigned by the Board of Directors from
time to time.

iv. Directors Retiring by Rotation

Pursuant to the provisions of Section
152 of the Companies Act, 2013, read
with the Companies (Management and
Administration) Rules, 2014 and the Articles
of Association of the Company, Mr. Ashok
Daulatraj Bafna (DIN: 01431472), Whole¬
Time Director, is liable to retire by rotation
at the ensuing 32^nd Annual General Meeting
and being eligible, has offered himself for
re-appointment.

The Board of Directors recommends the re¬
appointment of Mr. Ashok Daulatraj Bafna
at the forthcoming AGM of the Company.

Additional information as required under
Regulation 36(3) of the SEBI Listing
Regulations, in respect of the Director
recommended for re-appointment, is
provided in the Notice convening the 32^nd
Annual General Meeting of the Company.

v. Meetings of Board and its committees

Throughout the reviewed financial year, the Board of Directors, its Committees, and the Independent
Directors convened at regular intervals. These meetings were held to deliberate on strategic matters,
take informed decisions, and provide direction on various aspects of the Company’s business
operations.

The active participation and constructive engagement during these meetings ensured effective
oversight, robust governance, and alignment with the Company’s long-term strategic objectives.

The frequency and number of the
aforementioned Board and Committee
meetings were in strict compliance with
the applicable provisions of the Companies
Act, 2013 and other relevant Regulations. A
comprehensive disclosure regarding the
Board of Directors, its Committees, their
composition, terms of reference, as well
as the number of meetings held and the
attendance record of Directors, is provided
in the Report which forms part of this report.

vi. Annual General Meeting/Extra-Ordinary
General Meeting/ Postal Ballot

During the year under review, the Company
conducted the following General Meetings
and Postal Ballot in compliance with
applicable provisions of the Companies Act,
2013 and relevant rules:

(1) Extra-Ordinary General Meeting on 22^nd
August, 2024 to increase authorized

share capital, to issue of shares on
preferential basis and for approval of
bonus issue of shares;

(2) Annual General Meeting on 20^th
September, 2024 for approval of
financial statements; and

(3) Postal Ballot dated 16^th December,
2024 for change in object clause of the
Memorandum of Association.

vii. Independent Directors’ Review Meeting

A separate meeting of the Independent
Directors was convened on 7^th February,
2025 to assess the performance of Non¬
Independent Directors and the effectiveness
of the Board and its committees collectively.
During this session, a comprehensive
questionnaire designed to probe various
aspects of Board operations was distributed
among the Directors. The evaluation criteria

for Independent Directors encompassed
their level of engagement in meetings,
interpersonal skills, understanding of the
business and its subsidiaries, capacity for
independent judgment, expertise, and
adherence to the compliance framework.

viii. Declaration by Independent Directors
under Sub-Section (6) of Section 149

All independent directors of the Company
have submitted the requisite declarations
confirming their ongoing compliance with
the criteria of independence as prescribed
under Section 149(6) of the Companies Act,
2013 and Regulation 16(1)(b) of the SEBI
Listing Regulations, 2015. Furthermore, they
have affirmed their adherence to the Code
of Conduct outlined in Schedule IV of the
Companies Act, 2013.

These declarations include confirmations
that they are not barred from holding
the office of director by any SEBI order
or any other authoritative body and
have maintained their registration with
the database of the Indian Institute of
Corporate Affairs (“IICA”). The Board, based
on thorough evaluation, is of the opinion
that all independent directors consistently
demonstrate integrity, expertise, and
experience, significantly contributing to the
governance of the Company.

Additionally, all directors of the Company
have confirmed that there are no
disqualifications against them for
appointment as directors, in accordance
with Section 164 of the Companies Act, 2013.

ix. Board Evaluation

Pursuant to provisions of the Companies
Act, 2013 and the SEBI Listing Regulations,
the Board has carried out an annual
evaluation of the performance of the Board,
its Committees and of individual Directors.

The Board has carried out an evaluation of its
own performance, the directors individually
as well as the evaluation of the working
of its Committees. The Board has devised
questionnaire to evaluate the performances
of each of executive, non-executive and
Independent Directors. Such questions
are prepared considering the business of
the Company and the expectations that

the Board have from each of the Directors.
The evaluation framework for assessing the
performance of Directors comprises of the
following key areas:

a. Attendance of Board Meetings and
Board Committee Meetings;

b. Quality of contribution to Board
deliberations;

c. Strategic perspectives or inputs
regarding future growth of Company
and its performance;

d. Providing perspectives and feedback
going beyond information provided by
the management and

e. Ability to contribute to and monitor our
corporate governance practices.

Evaluation Outcomes and Board Feedback

The responses to the questionnaire were
carefully analyzed, and a consolidated
report was prepared and presented
to the Nomination and Remuneration
Committee and the Board. This report
aims to enhance the Board’s effectiveness
based on the feedback received. The
Directors have expressed their satisfaction
with the thoroughness of the evaluation
process, affirming its role in reinforcing the
Board’s overall governance and operational
efficiency.

x. Familiarization Programme for
Independent Directors / Non-Executive
Directors

The Company undertakes necessary
induction programme for new Directors
and ongoing training for existing Directors.
The new directors are briefed about the
Company processes and to familiarize
them with the business activities of the
Company. The management provides
such information and training either at the
meeting of Board of Directors or otherwise.

The induction process is designed to:

build an understanding of the Company
processes and

fully equip Directors to perform their
role on the Board effectively.

The details of familiarization programme
of the Independent Directors are available
on the Company’s website at https://www.
mnclgrou p.com/storage/familiarization-
programme-for-ids.pdf.

13. EMPLOYEE STOCK OPTION SCHEME

Monarch Networth Capital Limited Employees
Stock Options Scheme 2021 ("the Scheme”)
is administered by Monarch Networth Capital
Limited Employees Welfare Trust ("ESOP
Trust”) under the instructions and supervision
of Nomination and Remuneration Committee
("NRC”) of the Company.

The Scheme is implemented through a
trust route in accordance with SEBI (Share
Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("SEBI SBEB Regulations”)
with an objective:

To motivate the Employees to contribute to
the growth and profitability of the Company.

To retain the Employees and reduce the
attrition rate of the Company.

To achieve sustained growth and the
creation of Shareholder value by aligning
the interests of the Employees with the
long-term interests of the Company.

To create a sense of ownership and
participation amongst the Employees to
share the value they create for the Company
in the years to come, and

To provide additional deferred rewards to
Employees.

During the year under review, there is no
material change in the existing scheme of the
Company and the scheme is in compliance with
SEBI SBEB Regulations. However, the Company
has issued bonus equity share in the proportion
of 1 (One) new fully paid-up bonus equity share
of face value of ' 10/- (Rupees ten only) each for
every 1 (One) existing fully paid-up equity share
of face value of ' 10/- (Rupees ten only) each held
by the grantee of the scheme.

Pursuant to the requirements of the SEBI SBEB
Regulations, a certificate has been issued by the
Secretarial Auditor of the Company confirming
that the scheme has been implemented in
accordance with the said Regulations, would be
placed at the ensuing AGM of the Company for
inspection by the members.

The particulars required to be disclosed pursuant
to the SEBI SBEB Regulations is available on
the website of the Company at https://www.
mnclgroup.com/miscellaneous.

14. PARTICULARS OF EMPLOYEES &
REMUNERATION

The requisite details pursuant to Section 197
of the Companies Act, 2013 read with Rule 5(1),
5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial personnel)
Rules, 2014, are appended to this report as
"Annexure II”.

15. CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 of the
Companies Act, read with Companies (Corporate
Social Responsibility Policy) Rules, 2014 ("CSR
Rules”), the Board of Directors of your Company
has constituted a Corporate Social Responsibility
("CSR”) Committee. The composition and terms
of reference of the CSR Committee is provided
in the report on Corporate Governance which
forms part of this report.

The Company has policy on Corporate Social
Responsibility recommended by the CSR
Committee and approved by the Board and
the same can be accessed on the Company’s
website at https://www.mnclgroup.com/mncl-
policies.

As per the Companies Act, 2013, as prescribed,
companies are required to spend at least 2% of
their average net profits for three immediately
preceding financial years i.e. '1,78,92,824.
Accordingly, your Company has spent '1,21,50,000
and availed a set-off amount of '57,60,000 from
the surplus CSR expenditure of previous years, as
permitted under the CSR Rules towards the CSR
activities during FY 2024-25.

The report on Corporate Social Responsibility
initiatives as required under CSR Rules is given
as "Annexure-III”.

16. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

I n terms of Regulation 34 of the SEBI Listing
Regulations, the Management Discussion and
Analysis Report, which gives a detailed account
of state of affairs of the Company’s operations
forms part of this Annual Report.

17. PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS

Pursuant to the provisions of Section 186 of
the Companies Act, 2013 and Schedule V of
the SEBI Listing Regulations, the particulars of
loans, advances, guarantees, and investments
made by the Company during the financial
year are disclosed in the relevant notes to the
accompanying financial statements, which form
an integral part of this Annual Report.

18. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered
with your Company, during the financial year
under review were on arm’s length basis and
were in the ordinary course of the business.
In terms of the Act, there were no materially
significant related party transactions entered
into by your Company with its Promoters,
Directors, KMP, its wholly-owned subsidiary
companies or other designated persons, which
may have a potential conflict with the interest
of your Company at large, except as stated in
the Financial Statements. Hence, the disclosure
of related party transactions as required under
Section 134(3)(h) of the Companies Act, 2013 in
Form AOC-2 is not applicable to your Company.

Member may refer to note no. 39 and 40 to the
standalone and consolidated financial statement
respectively, which sets out related party
disclosures pursuant to IND AS-24. As per the
policy on Related Party Transactions as approved
by the Board of Directors, your Company has
entered into related party transactions based
upon the omnibus approval granted by the
Board of Directors on the recommendation of
the Audit Committee of your Company.

On a quarterly basis, the Audit Committee reviews
such transactions, for which such omnibus
approval was given. The policy on Related Party
Transactions was revised during the year in view
of amendments in applicable rules and the said
policy as approved by the Board of Directors, is
accessible on your Company’s website at https://
www.mnclgroup.com/mncl-policies#institute-
feature.

19. INTERNAL FINANCIAL CONTROLS

The Corporate Governance Policies guide
the conduct of affairs of your Company and
clearly delineate the roles, responsibilities and

authorities at each level of its governance
structure and key functionaries involved in
governance. The Code of Conduct for Senior
Management and Employees of your Company
("the Code of Conduct") commits Management
to financial and accounting policies, systems and
processes. The Corporate Governance Policies and
the Code of Conduct stand widely communicated
across your Company at all times. The Board of
your Company has laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
are operating effectively.

20. AUDITORS

i. Statutory Auditors and their Report

Pursuant to the provisions of Section 139(2)
of the Act and the rules made thereunder,
the members at their Thirty First (31^st)
Annual General Meeting (“AGM”) of your
Company held on 20^th September, 2024,
approved the appointment of M/s. M S K A
& Associates, Chartered Accountants (ICAI
firm Registration Number: 105047W) as the
Statutory Auditors of your Company, for a
period of 5 (five) years i.e. till the conclusion
of your Company’s Thirty sixth (36^th) Annual
General Meeting for FY 2028-29.

Pursuant to the notification issued by the
Ministry of Corporate Affairs dated 07^th May,
2018, ratification of appointment of auditors
is not required, when auditors are appointed
for a period of five years.

The notes to the financial statements
referred in the Auditor Report are self¬
explanatory and therefore do not call for
any comments under Section 134 of the
Companies Act, 2013. The Auditor’s Report
is enclosed with the financial statements in
this Annual Report.

ii. Secretarial Auditor and their Report

Pursuant to the provisions of Regulation
24A of the SEBI Listing Regulations and
in accordance with Section 204 of the Act,
basis recommendation of the Board, the
Company is required to appoint Secretarial
Auditor, with the approval of the Members
at its AGM.

In light of the aforesaid, the Board of
the Company has recommended the
appointment of Mr. Vijay Kumar Mishra,

Partner, VKM & Associates, Practicing
Company Secretary (Certificate of Practice
Number: 4279) as the Secretarial Auditor
of the Company for a period of 5 (five)
consecutive financial years, i.e.; from FY
2025-26 up to FY 2029-30, subject to approval
of the Members at the ensuing AGM of
the Company, to undertake secretarial
audit as required under the Act and SEBI
Listing Regulations and issue the necessary
secretarial audit report for the aforesaid
period.

Mr. Vijay Kumar Mishra, Partner, VKM &
Associates, Practicing Company Secretary
(Certificate of Practice Number: 4279) have
confirmed that their appointment, if made,
will comply with the eligibility criteria in
terms of SEBI Listing Regulations. Further,
the Secretarial Auditor has confirmed that
they have subjected themselves to Peer
Review process by the Institute of Company
Secretaries of India (“ICSI”) and hold valid
certificate issued by the Peer Review Board
of ICSI.

Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and the Companies
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the
Company has appointed Mr. Vijay Kumar
Mishra, Partner, VKM & Associates, Practicing
Company Secretary (Certificate of Practice
Number: 4279) to undertake the Secretarial
Audit of the Company for financial year
ended 31^st March, 2025.

The Secretarial Audit Report is appended
as “Annexure IV” to the Board’s Report.
There is no adverse remark, qualification,
reservation or disclaimer in the Secretarial
Audit Report.

iii. Annual Secretarial Compliance Report

Pursuant to the provisions of Regulation
24A(2) of the SEBI Listing Regulations,
Annual Secretarial Compliance Report for
the financial year ended 31^st March, 2025 was
obtained from VKM & Associates, Practicing
Company Secretary (Certificate of Practice
Number: 4279).

There is no adverse remark, qualifications
or reservation in the Annual Secretarial
Compliance Report.

iv. Secretarial Audit of Material Unlisted
Indian Subsidiary

There is no Material Unlisted Indian
Subsidiary of the Company as on 31^st
March, 2025 and hence, the requirement
under Regulation 24A of the SEBI Listing
Regulations regarding the Secretarial Audit
of Material Unlisted Indian Subsidiary is not
applicable to the Company for the financial
year ended 31^st March, 2025.

v. Internal Auditor

The Board of Directors at their meeting
held on 24^th May, 2024 had appointed M/s.
Rushil Soni & Co., Chartered Accountants,
as Internal Auditors of the Company for
the financial year ended 31^st March, 2025,
to conduct the internal audit of the various
areas of operations and records of the
Company.

The periodic reports of the said internal
auditors are regularly placed before the
Audit Committee along with the comments
of the management on the action taken to
correct any observed deficiencies on the
working of the various departments.

vi. Cost Records

The maintenance of cost records as
specified under Section 148 of the Act is not
applicable to the Company.

vii. Reporting of Frauds by Auditors

During the year under review, the Statutory
Auditor and Secretarial Auditor have not
reported any instances of frauds committed
in the Company by its Officers or Employees
to the Audit Committee under Section
143(12) of the Companies Act, 2013.

viii. Board’s comments on the Auditors Report

The observations of the Statutory Auditor/
secretarial auditor/ Internal auditor, when
read together with the relevant notes to the
accounts and accounting policies are self¬
explanatory and do not call for any further
comment.

21. CHANGE IN REGISTRAR AND SHARE
TRANSFER AGENT (‘RTA’)

The Company has appointed MUFG Intime India
Private Limited (Previously known as Link Intime

India Private Limited) as the Registrar and Share
Transfer Agent (“RTA”) vide Board Resolution
dated 11^th November, 2024 in place of erstwhile
RTA i.e. Skyline Financial Services Private Limited.

The shareholders may reach out to the our RTA
at email rnt.helpdesk@in.mpms.mufg.com and
phone number 91 8108116767.

22. PUBLIC DEPOSITS

Throughout the financial year under review, the
Company has neither invited nor accepted any
deposits from the public, in accordance with
Section 73 of the Companies Act, 2013, and the
Companies (Acceptance of Deposits) Rules, 2014.

23. COMPLIANCE WITH SECRETARIAL
STANDARDS

Your Company is in compliance with the
applicable Secretarial Standards, issued by the
ICSI and approved by the Central Government
under Section 118(10) of the Act. This affirmation
reflects the Company’s commitment to
maintaining the highest standards of corporate
governance.

24. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY

Pursuant to Regulation 34(2)(f) of the SEBI
Listing Regulations, the Business Responsibility
and Sustainability Report (“BRSR”) detailing
the initiatives undertaken by the Company
is included as a part of this Annual Report.
Consistent with the mandates of the SEBI
Listing Regulations, this report is also available
on the Company’s website for broader access.
Stakeholders interested in understanding our
commitment to sustainable business practices
and corporate responsibility can view the BRSR
at https://www.mnclgroup.com/announcement-
under-regulation-30.

This accessibility ensures transparency and
provides insights into how our operations align
with broader environmental and social goals.

25. CORPORATE GOVERNANCE REPORT

Your Company believes in adopting best
practices of corporate governance. Corporate
governance principles are enshrined in the spirit
of Monarch Networth Capital Limited, which
forms the core values of the Company. These
guiding principles are also articulated through
the Company’s code of business conduct,

Corporate Governance guidelines, charter of
various sub-committees and disclosure policy.
As per Regulation 34 read with Schedule V of
SEBI Listing Regulations, a separate section
on corporate governance practices followed by
your Company, together with a certificate from
M/s. VKM & Associates, Practising Company
Secretaries, on compliance with corporate
governance norms under the SEBI Listing
Regulations, is provided as “Annexure -V” to this
Annual Report.

26. NOMINATION AND REMUNERATION
POLICY

Your Company has in place a Nomination and
Remuneration Policy, formulated in accordance
with Section 178 of the Act and the SEBI Listing
Regulations, and the same is available on the
Company’s website at https://www.mnclgroup.
com/mncl-policies. The Policy provides guidance
on the selection and nomination of Directors to
the Board of the Company, the appointment of
Senior Management Personnel, and captures
the Company’s Leadership Framework for
its employees. It explains the principles of
overall remuneration, including short-term
and long-term incentives payable to Executive
Directors, KMP, Senior Management, and other
employees of the Company. The remuneration
paid to Executive Directors, KMP, and Senior
Management is in accordance with the Policy.

27. VIGIL MECHANISM / WHISTLE BLOWER
POLICY

The Company has adopted a Whistle blower
Policy to deal with instance of fraud and
mismanagement, if any. The Company has
further established a mechanism for directors
and employees to report concerns about
unethical behavior, actual or suspected fraud,
or violation of our Code of Conduct and Ethics.
The mechanism also provides for adequate
safeguards against victimization of directors and
employees who avail of the mechanism and also
provide for direct access to the Chairman of the
Audit Committee in the exceptional cases. The
details of the Whistle blower Policy is explained
in the report of Corporate Governance and
also posted on the website of the Company at
https://www.mnclqroup.com/mncl-policies. We
affirm that during the FY 2024-25, no employee
or director was denied access to the Audit
Committee.

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

Your company has zero tolerance towards any
action on the part of any of its employees, which
may fall within the ambit of ‘Sexual Harassment’
at workplace.

Your Company recognizes its responsibility and
continues to provide a safe working environment
for women, free from sexual harassment
and discrimination. In compliance with the
Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013,
the Company has constituted a committee and
put in place a Policy on prevention of Sexual
Harassment of Women at workplace. The policy
can be accessed on the website of the Company
at the link - https://www.mnclgroup.com/mncl-
policies.

Your Directors further state that during the FY
2024-25, there were no complaints received
pursuant to the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The following is reported
pursuant to Section 22 of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013:

(a) number of complaints of sexual harassment
received in the year: Nil

(b) number of complaints disposed off during
the year: Nil

(c) number of complaints pending as on end of
the financial year: Nil

29. POLICIES

The details of the Key Policies adopted by
your Company are available on website of the
Company on web link https://www.mnclgroup.
com/mncl-policies.

30. RISK MANAGEMENT

The Company has laid down a well-defined Risk
Management Policy to identify the risk, analysis
and to undertake risk mitigation actions. The
Board of Directors regularly undertakes the
detailed exercise for identification and steps to
control them through a well-defined procedure.

31. CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND
OUTGO

Pursuant to Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies
(accounts) rules, 2014, details regarding the
Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo for
the year under review are as follows:

A) Conservation of Energy

a. Steps taken or impact on
conservation of energy - The

operations of the Company are not
energy intensive. However, adequate
measures have been initiated across
all branches of the Company to
reduce energy consumption as the
Company is committed to sustainable
business practices by contributing to
environment protection and considers
energy conservation as one of the
strong pillars of preserving natural
resources.

b. Steps taken by the Company
for utilizing alternate sources of
energy - The Company is engaged
in providing financial services and as
such its operations do not account
for substantial energy consumption.
Several environment friendly measures
adopted by the Company include:

Creating environmental awareness
by way of distributing the
information in electronic / digital
form

Installation of LED lights in place of
CFLs

Reducing electricity demand
wherever underutilized

Limited access to printers

Shutting off all the lights and air-
conditioners when not in use

Minimizing air-conditioning usage

c. The capital investment on energy
conservation equipment - During the
year under review, the Company did not
incur any capital investment on energy
conservation equipment.

B) Technology Absorption

a. The efforts made towards technology
absorption - The management keeps
itself abreast of the technological
advancements in the industry and has
adopted best in class technology across
business, operations and functions.
The Company is accelerating the
technology and digital transformation
on continuous basis. It stays invested
in creating a seamless digital and
customer experience across digital
touch points. Your Company’s focused
approach is to keep on enhancing its in¬
house tech capabilities.

The management is aware of increasing
threats in the information security
domain and has taken several steps to
ensure that the Company is safeguarded
against cyber security attacks, data
leakage and security breaches. It has
ensured that the Company is at all times
compliant with both regulatory and
technological controls. Organization
has adopted a multi-layered security
approach by implementing security
controls for addressing people, process
and technology risks.

b. The benefits derived like product
improvement, cost reduction, product
development or import substitution-

Not Applicable

c. In case of imported technology
(imported during the last three years
reckoned from the beginning of the
financial year) - Not Applicable

d. The expenditure incurred on Research
and Development - During the year
under review, the Company did not
incur any expenditure on research and
development.

C) The Particulars of Foreign Exchange
Earning and Outgo for the year under
review are as follows:

There was no foreign exchange earnings
and outgo during the year.

32. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY OCCURRED BETWEEN
THE END OF THE FINANCIAL YEAR AND
THE DATE OF THIS REPORT:

There were no material changes and
commitments, affecting the financial position
of the Company which could have an impact
on your company’s operation in the future or its
status as a "going concern”, between the end of
FY 2024-25 and till the date of the this report.

33. GENERAL CONFIRMATION

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

i. Neither the Managing Director nor
the Executive Director received any
remuneration or commission from any of
the subsidiaries of your Company;

ii. Issue of equity shares with differential rights
as to dividend, voting or otherwise;

iii. The Company does not have any scheme of
provision of money for the purchase of its
own shares by employees or by trustees for
the benefit of employees except Employees
Stock Option Schemes (ESOS) referred to in
this Report;

iv. Issue of Shares including Sweat Equity
Shares to the employees of the Company
under any scheme as per provisions of
Section 54(1)(d) of the Companies Act, 2013;

v. Issue of Shares (including Sweat Equity
Shares) to employees of the Company under
any Scheme save and except Employees
Stock Option Schemes (ESOS) referred to in
this Report;

vi. Significant or material orders passed by
the Regulators or Courts or Tribunals which
impact the going concern status and the
Company’s operation in future;

vii. No instances of non-exercising of voting
rights in respect of shares purchased directly
by employees under a scheme pursuant to
Section 67(3) of the Companies Act, 2013;

viii. The Company has not entered into any One¬
Time Settlement with Bank’s or Financial
Institutions and therefore, no details of
Valuation in this regard are available;

ix. There has been no change in the nature of
business of your Company;

x. There was no revision of financial statements
and Board’s Report of the Company during
the year under review;

xi. There are no proceedings, either filed by
the Company or filed against the Company,

pending under the Insolvency and
Bankruptcy Code, 2016 as amended, before
National Company Law Tribunal or other
courts during the FY 2024-25;

34. ACKNOWLEDGEMENT

Your Directors wishes to place on record
their gratitude and deep appreciation for the
continued support and co-operation received
by the Company from the shareholders, clients,
suppliers, bankers, business partners/ associates,
financial institutions and employees and look
forward for their continued support in the future
as well.

Your Directors appreciate and value the
contribution made by every member of the
MNCL family.

For and on behalf of the Board of Directors

Vaibhav Jayantilal Shah Manju Suresh Bafna

Managing Director Chairman cum Whole-Time Director

Place: Mumbai

_{Date: 27}th _May, ₂₀₂₅ DIN: 00572666 DIN: 01459885