Your Directors have pleasure in presenting the 2^nd Board's Report of Mono Pharmacare Limited ('the Company') for the year ended on March 31, 2024 ('period under review').

1. Financial Summary of the Company

2. State of the Company's affairs

During the period under review, the Net Revenue from Operations of your Company increased from Rs. 1391.61 Lakhs to Rs. 7071.99 Lakhs. The Company's Profit after Tax stood from Rs. 54.18 Lakhs to Rs. 244.24 Lakhs as compared to Previous Year. Directors are hopeful to achieve better results in the coming years.

3. Transfer to Reserves

During the year under review, the Company has not transferred any amount to reserves.

4. Dividend

The Directors have not recommended any Dividend during the year under review due to conservation of profits and continued investment in the business.

5. Change in the nature of Business

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

6. Material Changes and commitments affecting the Financial position of the Company

Since the closure of the Financial Year i.e. since March 31, 2024, the Company has no such changes which affect the financial position.

7. Share Capital

The Authorised Share Capital of the Company as on March 31, 2024 is Rs. 20,00,00,000/- (Rupees Twenty Crores Only) divided into 2,00,00,000 (Two Crore) Equity Shares having Face Value of Rs. 10/-(Rupees Ten Only) each and the Paid-up Equity Share Capital of the Company as on March 31, 2024 is Rs. 17,66,85,640 /- (Rupees Seventeen Crores Sixty Six Lakhs Eighty Five Thousand Six Hundred and Forty Only) consisting of 1,76,68,564 (One Crore Seventy Six Lakhs Sixty Eight Thousand Five Hundred and Sixty Four Only) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each.

Further, during the period under review, the paid-up Share Capital of the Company increased from Rs. 12,36,85,640/- (Rupees Twelve Crores Thirty Six Lakhs Eighty Five Thousand Six Hundred and Forty Only) divided into 1,23,68,564 (One Crore Twenty Three Lakhs Sixty Eight Thousand Five Hundred and Sixty Four Only) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each to Rs. 17,66,85,640/- (Rupees Seventeen Crores Sixty Six Lakhs Eighty Five Thousand Six Hundred and Forty Only) divided into 1,76,68,564 (One Crore Seventy Six Lakhs Sixty Eight Thousand Five Hundred and Sixty Four Only) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each by way of allotment in Initial Public Offer of Rs. 5,30,00,000/- (Rupees Five Crores Thirty Lakhs Only) divided into 53,00,000 (Fifty Three Lakhs Only) Equity Shares of Rs. 10/- (Rupees Ten Each) on September 04, 2023.

8. Subsidiaries, Associates and Joint Venture

Except as stated below, our Company neither has a Holding company nor has any Subsidiary Company pursuant to Deed of admission dated January 10, 2023, M/s Ahmedabad Medical Corporation and M/s Supal Distributors LLP are subsidiary entities of the Company. Details of the same are mentioned in Annexure A (Form AOC-1) annexed to this report.

9. Statutory Auditor & Audit Report

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013, the Members of the Company at the 1^st Annual General Meeting (AGM) held on 26^th August, 2023 have appointed M/s. Kumbhat & Co. having FRN: 001609S, Chartered Accountants as Statutory Auditors of the Company to hold office for a period of 5 (Five) years from the conclusion of First Annual General Meeting till the conclusion of the Sixth Annual General Meeting of the Company.

10. SECRETARIAL AUDITOR:

The Board had appointed M/s. Surana and Kothari Associates LLP, Ahmedabad a firm of Company Secretaries in Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2023-24. The report of the Secretarial Auditor is annexed to this report as Annexure B. In reply to qualification given in the Secretarial Auditor report, the Company will appoint another Independent Director and new Company Secretary/Compliance Officer of the Company.

11. Reporting of fraud, comments by board on every qualification, reservation, adverse remark or disclaimer

There are no qualification, reservation or adverse remark or disclaimer in Auditors Report. Therefore, the Board have not commented on the same.

12. Details of Directors or Key Managerial Personnel

There has been change in the Key Managerial Personnel and the constitution of Board of Directors during the year under review. The details of the change is as below:

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, Mr. Jitendra Mansukhlal Dasani (DIN: 08218825) is proposed to be appointed as Independent Director of the Company in the ensuing Annual General Meeting to be held on 30^th September, 2024.

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Archit Shah (DIN: 09737945), Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

13. Deposits

The Company has not invited / accepted any deposits from the public during the year under review.

14. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Refer Audit Report & Financial Statement for detailed information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo.

15. Extract of Annual Return

Pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the Annual Return of the Company shall be placed on the website of the Company.

Link for the same is https://monopharmacareltd.com/.

16. Particulars of Contracts or Arrangements Made With Related Parties

During the period under review, there was no contract or arrangements made with the related parties as defined under Section 188 of the Companies Act, 2013. However, Company has made commercial transaction with its associate concern (common directors) and Foreign Joint Venture on arm's length basis. Details of the same are mentioned in Annexure C (Form AOC-2) annexed to this report.

17. Business Risk Management

In today's economic environment, Risk Management is a very important part of the business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company's risk management is embedded in the business processes. Your company has identified certain risks like price risk, uncertain global economic environment, interest rate, human resource, competition, compliance and industrial health and safety risk and also planned to manage such risk by adopting best management practice.

18. Corporate Social Responsibility

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

19. Number of meetings of the Board

A total of 08 (Eight) Board Meetings were held during the Financial Year ended March 31, 2024. The maximum gap between any two Board Meetings was less than one 120 days.

20. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability,

confirm that:

(a) In the preparation of the annual accounts for the Financial Year ended March 31, 2024, the applicable accounting standards had been followed and there are no material departures from the same;

(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 for the Financial Year ended on March 31, 2024 and of the profit and loss 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;

(e) Proper internal financial controls to be followed by the company has been laid down 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.

21. Declaration by Independent Directors

The Company has received declarations/ confirmations from all the Independent Directors of the

Company as required under Section 149(7) of the Act read with Rule 6 of the Companies

(Appointment and Qualification of Directors) Rules, 2014 and Regulation 25(8) of the SEBI Listing

Regulations, 2015.

22. Policy on Nomination and Remuneration (NRC)

In compliance with the requirements of Section 178 of the Act and Regulation 19 of the SEBI Listing

Regulations, 2015, the Company has laid down a Nomination and Remuneration Policy.

The salient features of the NRC Policy are as under:

1) Setting out the objectives of the Policy

2) Definitions for the purposes of the Policy

3) Policy for appointment and removal of Director, KMP and Senior Management

4) Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other employees

5) Remuneration to Non-Executive/ Independent Director

23. Particulars of loans, guarantees or investments under section 186

The Company has granted loans and made investments under section 186. However, the Company has not given any guarantees during the period under review.

24. Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future

No significant and material order has been passed by the Regulators, Courts, Tribunals impacting the going concern status and Company's operations in future.

25. Adequacy of internal financial controls with reference to the Financial Statements.

The Company's internal control procedures which includes internal financial controls, ensure compliance with various policies, practices and statutes and keeping in view the organization's pace of growth and increasing complexity of operations.

26. Maintenance of Cost Records:

The provisions pertaining to maintenance of Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 are not applicable to the Company.

27. Particulars of Employee

None of the employee has received remuneration exceeding the limit stated in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure D.

28. Details of Applications Made or Proceeding Pending, If Any Under The Insolvency And Bankruptcy Code, 2016:

During the period under review, no application has been made nor is any application pending by / against the Company under the Insolvency and Bankruptcy Code, 2016.

29. Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking Loan from the Banks or Financial Institutions:

During the period under review, there was no instance of onetime settlement with any Bank / Financial Institution. Hence, the disclosure relating to difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks / Financial Institutions is not applicable to the Company.

30. Compliance with the Secretarial Standards

During the period under review, the Company has complied Secretarial Standards-1 (SS-1) and Secretarial Standards-2 (SS-2) issued by the Institute of Company Secretaries of India.

31. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to provide a safe and conducive work environment to its employees. The Company has constituted the Internal Complaints Committee to redress complaints received regarding sexual harassment. During the year under review, no complaint was received by the Company.

32. Audit Committee

The Committee inter alia reviews the Internal Control System, Reports of Internal Auditors, Key Audit Matters presented by the Statutory Auditors and compliance of various regulations. The Committee also reviews the financial results and financial statements before they are placed before the Board.

33. Corporate Governance Report

The Company being listed on SME Platform of NSE, the provisions of Corporate Governance are not applicable to the Company. Non Applicability of submission of Report on Corporate Governance is given in Annexure E.

34. Listing of securities

The equity shares of the Company are listed on NSE emerge platform with security ID/symbol of MONOPHARMA. The ISIN for equity shares is INE0OIP01012. The Company confirms that the annual listing fees to the stock exchange for the Financial Year 2024-25 have been paid.

35. Internal Auditors

The Board of Directors at their meeting held on September 06, 2024 appointed M/s. Kaliya & Associates, Chartered Accountant as internal auditor for the Financial Year 2024-25.

36. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") forms part of this Annual Report. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook. Management Discussion and Analysis Report is given in Annexure - F to the Directors Report.

37. CFO CERTIFICATION:

CFO Compliance Certificate as required under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Annexure G.

38. Acknowledgment

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the customers, employees, banks, Government authorities, vendors, consultants and members during the year under review.