Your Directors hereby present the 39^th Board's Report on the Business and Operations of the Company
together with the Audited Financial Statements along with the Auditor's Report for the Financial Year
ended on 31^st March, 2025.

1. Financial Results:

The financial performance of the Company for the Financial Year ended on 31^st March, 2025 and for
the previous financial year ended on 31^st March, 2024 is summarized as below:

2. Operations:

Total revenue from operations for Financial Year 2024-25 is Rs. 55,911.97 hundred compared to the
total revenue from operations of Rs. 50,838.91 hundred of previous Financial Year. The Company has
incurred Profit before tax for the Financial Year 2024-25 of Rs. 24,080.51 hundred as compared to
Loss of Rs. 21,758.82 hundreds of previous Financial Year. Net Income after Tax for the Financial Year
2024-25 is Rs. 15,922.51 hundred as against Net Loss of Rs. 21,672.12 hundreds of previous Financial
Year. The Directors are continuously looking for the new avenues for future growth of the Company
and expect more growth in the future period.

3. Change in nature of business, if any:

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

4. Weblink of Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,
2025 is available on the Company's website at www.munoth.com

5. Share Capital:

A. AUTHORISED SHARE CAPITAL:

The authorized share capital of the Company as on 31^st March, 2025 is Rs. 9,09,00,000/- (Rupees
Nine Crores Nine Lakhs) divided into 1,81,80,000 (One Crore Eighty-One Lakhs Eighty Thousand)
Equity Shares of Rs. 5/- (Rupees Five Only) each.

B. PAID-UP SHARE CAPITAL:

The paid-up share capital of the Company as on 31^st March, 2025 is Rs. 4,58,30,000/- (Rupees
Four Crores Fifty-Eight Lakhs Thirty Thousand Only) divided into 91,66,000 (Ninety-one Lakhs
Sixty-Six Thousand) equity shares of Rs. 5/- (Rupees Five Only) each.

6. Dividend:

In view of losses, your directors do not recommend any dividend for the Financial Year 2024-25
(Previous year - Nil).

7. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or
unclaimed for a period of seven years shall be transferred to the Investor Education and Protection
Fund ("IEPF”). During the year under review, there was no unpaid or unclaimed dividend in the
"Unpaid Dividend Account” lying for a period of seven years from the date of transfer of such unpaid
dividend to the said account. Therefore, there were no funds which were required to be transferred to
Investor Education and Protection Fund.

8. Transfer to Reserves:

The profit of the Company for the Financial Year ending on 31^st March, 2025 is transferred to profit
and loss account of the Company under Reserves and Surplus.

9. Material changes and commitments, if any, affecting the financial position of the company
which have occurred between the end of the Financial Year to which the financial
statements relates and the date of the report:

There have been no material changes and commitments, which affect the financial position of the
Company which have occurred between the end of the financial year to which the financial statements
relate and the date of this Report.

10. Significant & Material Orders Passed by the Regulators or Courts or Tribunals:

There is no significant material orders passed by the Regulators or Courts or Tribunal, which would
impact the going concern status of the Company and its future operation.

11. Meetings of the Board of Directors:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between
two meetings not exceeding 120 days to take a view of the Company's policies and strategies apart
from the Board Matters.

During the year under the review, the Board of Directors met 6 (Six) times viz. 28^th May, 2024, 13^th
August, 2024, 6^th September, 2024, 10^th September, 2024, 14^th November, 2024 and 12^th February,
2025.

12. Directors Responsibility Statement:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act,
2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a In the preparation of the Annual Accounts, for the year ended on 31^st March, 2025 the applicable
accounting standards read with requirements set out under Schedule III to the Act, have been
followed and there is no material departure 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 at the end of financial year and of the profit of the Company for the
financial year ended on 31^st March, 2025.

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of Companies Act, 2013 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. The Directors had laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and are operating effectively and

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

13. Corporate Social Responsibility (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the
Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate
Social Responsibility.

14. Explanations / Comments by the Board on Every Qualification, Reservation or Adverse
Remark or Disclaimer Made:

i. Auditors' Report:

The observations of the Statutory 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.

ii. Secretarial Auditor's Report:

The report of the Secretarial auditor has not made any adverse remark in their Audit Report.

15. Particulars of Loans, Guarantees, Securities Covered or Investments Made Under Section
186 of the Companies Act, 2013:

The details of loans, investment, guarantees and securities covered under the provisions of section
186 of the Companies Act, 2013 are provided in the financial statement.

16. Particulars of Contracts or Arrangements Made with Related Parties:

All transactions to be entered by the Company with related parties will be in the ordinary -Course of
business and on an arm's length basis. However, the Company has not entered into any related party
transaction, as provided in Section 188 of the Companies Act, 2013, with the related party. Hence,
Disclosure as required under Section 188 of the Companies Act, 2013 is not applicable to the
Company.

17. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of
the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of
this Report, and provides the Company's current working and future outlook as per Annexure - I.

18. Internal Financial Control Systems and Their Adequacy:

The Company has in place adequate internal financial controls with reference to financial statement
across the organization. The same is subject to review periodically by the internal audit cell for its
effectiveness. During the financial year, such controls were tested and no reportable material
weaknesses in the design or operations were observed. The Statutory Auditors of the Company also
test the effectiveness of Internal Financial Controls in accordance with the requisite standards
prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor's report.

Internal Financial Controls are an integrated part of the risk management process, addressing
financial and financial reporting risks. The internal financial controls have been documented, digitized
and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews,
control self-assessment, continuous monitoring by functional experts. We believe that these systems
provide reasonable assurance that our internal financial controls are designed effectively and are
operating as intended.

During the year, no reportable material weakness was observed.

19. Reserves & Surplus:

20. Statement Concerning Development and Implementation of the Risk Management Policy of
the Company:

The Company has framed formal Risk Management framework for risk assessment and risk
minimization for Indian operation which is periodically reviewed by the Board of Directors to ensure
smooth operations and effective management control. The Audit Committee also reviews the adequacy
of the risk management frame work of the Company, the key risks associated with the business and
measures and steps in place to minimize the same.

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

The details of conservation of energy, technology absorption etc. as required to be given under section
134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given as
the Company has not taken any major step to conserve the energy etc.

There were no foreign exchange earnings or outgo during the year under review.

22. Policy on Director's Appointment and Remuneration:

The Remuneration policy is directed towards rewarding performance based on review of
achievements on a periodical basis. The remuneration policy is in consonance with the existing
industry practice and is designed to create a high-performance culture. It enables the Company to
attract, retain and motivate employees to achieve results. The Company has made adequate
disclosures to the members on the remuneration paid to Directors from time to time. The Company's
Policy on director's appointment and remuneration including criteria for determining qualifications,
positive attributes, independence of a director and other matters provided under Section 178 (3) of
the Act is available on the website of the Company at www.munoth.com.

23. Disclosures Relating to Holding, Subsidiary, Associate Company and loint Ventures:

The Company does not have any Holding / Subsidiary / Associate Company and Joint Venture.

24. Secretarial Standards:

During the year under review, the Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India (ICSI). The Company has devised proper
systems to ensure compliance with its provisions and is in compliance with the same.

25. Reporting of frauds by the Auditors:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the
Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed
against the Company by its officers or employees, the details of which would need to be mentioned in
the Board's Report.

26. State of company's Affairs:

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation
34(2)(e) of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a
detailed write up and explanation about the performance of the Company.

27. Statement on Annual Evaluation of Board's Performance:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual
Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the
feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring
corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the
Chairman of the Nomination and Remuneration Committee had one-on-one meetings with each
Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain
Directors' inputs on effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board
as a whole, and the Chairman of the Company was evaluated, taking into account the views of
Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors
and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of
Nomination and Remuneration Committee, the performance of the Board, its committees, and
individual directors was discussed.

The evaluation process endorsed the Board Members' confidence in the ethical standards of the
Company, the resilience of the Board and the Management in navigating the Company during
challenging times, cohesiveness amongst the Board Members, constructive relationship between the
Board and the Management, and the openness of the Management in sharing strategic information to
enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its
committees and individual directors as per the formal mechanism for such evaluation adopted by the
Board. The performance evaluation of all the Directors was carried out by the Nomination and
Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a
whole was carried out by the Independent Directors. The exercise of performance evaluation was
carried out through a structured evaluation process covering various aspects of the Board functioning
such as composition of the Board & committees, experience & competencies, performance of specific
duties & obligations, contribution at the meetings and otherwise, independent judgment, governance
issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the
Directors individually as well as evaluation of the working of the Board by way of individual feedback
from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

28. Managing the Risks of Fraud. Corruption and Unethical Business Practices:

A. Vigil Mechanism / Whistle Blower Policy:

The Company has established vigil mechanism and framed whistle blower policy for
Directors and employees to report concerns about unethical behavior, actual or suspected
fraud or violation of Company's Code of Conduct or Ethics Policy.

B. Business Conduct Policy:

The Company has framed "Business Conduct Policy”. Every employee is required to review
and sign the policy at the time of joining and an undertaking shall be given for adherence to
the policy. The objective of the policy is to conduct the business in an honest, transparent
and in an ethical manner. The policy provides for anti-bribery and avoidance of other
corruption practices by the employees of the Company.

29. Particulars of Employees:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company
has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2024¬
25.

30. Loan From Director / Relative of Director:

During the year under review, the Company has entered into related party transactions, Suitable
disclosures as required are provided in AS-18 which is forming the part of the notes to financial
statement.

31. Directors and Key Managerial Personnel:

The Directors and Key Managerial Personnel of the Company are summarized below:

Shareholders in their meeting held on 30^th September, 2024 had regularized Mr. Darshit Shah as a Non-Executive Independent Director of the Company.
²Ms. Ankita Sharma had resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. 10^th June, 2024
³Ms. Disha Jay Barot has been appointed as a Company Secretary and Compliance Officer of the Company w.e.f. 10^th September, 2024.

⁴Mr. Rahul Mahesh Pansari has been appointed as a Chief Financial Officer of the Company w.e.f. 12 ^th February, 2025.

Apart from the above changes, there were no other changes in the composition of the Board of
Directors of the Company during the Financial Year 2024-25 and till the date of Board's Report.

As per Companies Act, 2013, the Independent Directors are not liable to retire by rotation.

32. Declaration by Independent Directors:

Mr. Darshit Shah and Ms. Varsha Aakesh Gulecha, Independent Directors of the Company have
confirmed to the Board that they meet the criteria of Independence as specified under Section 149 (6)
of the Companies Act, 2013 and they qualify to be Independent Director. They have also confirmed
that they meet the requirements of Independent Director as mentioned under Regulation 16 (1) (b) of
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were
noted by the Board.

33. Corporate Governance:

Since the paid-up Capital of Company is less than Rs. 10.00/- Crores and Turnover is less than Rs.
25.00/- Crores therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 the compliance with the corporate governance provisions as
specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para
C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not
form part of this Board's Report.

34. Deposits:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any
deposits during the financial year. Hence, the Company has not defaulted in repayment of deposits or
payment of interest during the financial year.

35. Formal Annual Evaluation Process by Board:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has
carried the evaluation of its own performance, performance of Individual Directors, Board
Committees, including the Chairman of the Board on the basis of attendance, contribution towards
development of the Business and various other criteria as recommended by the Nomination and
Remuneration Committee of the Company. The evaluation of the working of the Board, its committees,
experience and expertise, performance of specific duties and obligations etc. were carried out. The
Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors, the performances of Executive and Non - Executive
Directors were evaluated in terms of their contribution towards the growth and development of the
Company. The achievements of the targeted goals and the achievements of the expansion plans were
too observed and evaluated, the outcome of which was satisfactory for all the Directors of the
Company.

36. Auditors:

A. Statutory Auditor:

M/s. V R S K & Co. LLP (Formerly known as V R S K & Co.), Chartered Accountants, Mumbai,
Maharashtra (Firm Registration No. 111426W), were appointed as the Statutory Auditors of
the Company for the period of 5 (Five) consecutive years from the conclusion of 37^th Annual
General Meeting held in the year 2022 till the conclusion of 42^nd Annual General Meeting of the
Company to be held in the year 2027.

The Auditor's report for the Financial Year ended 31^st March, 2025 has been issued with an

unmodified opinion, by the Statutory Auditor.

B. Secretarial Auditor:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has
appointed Mr. Gaurav V. Bachani, Proprietor of M/s. Gaurav Bachani & Associates, Company
Secretaries, Ahmedabad as a Secretarial Auditor of the Company to conduct Secretarial Audit
for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as Annexure
- II in Form MR-3.

C. Internal Auditor:

The Board of directors has appointed M/s. K D N & Associates LLP, Chartered Accountants, as
the internal auditor of the Company. The Internal Auditor conducts the internal audit of the
functions and operations of the Company and reports to the Audit Committee and Board from
time to time.

37. Disclosures:

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below,
was held on 28^th May, 2024, 13^th August, 2024, 14^th November, 2024 and 12^th February, 2025 the
attendance records of the members of the Committee are as follows:

B. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of the members of the Nomination and Remuneration
committee, as tabulated below, was held on 10^th September, 2024 and 12^th February, 2025 the
attendance records of the members of the Committee are as follows:

C. Composition of Stakeholders' Relationship Committee:

During the year under review, meetings of members of Stakeholders' Relationship committee as
tabulated below, was held on 6^th September, 2024 the attendance records of the members of the
Committee are as follows:

38. Disclosures under Sexual Harassment of women at workplace (prevention, prohibition &
redressal) act, 2013:

The Company has always been committed to provide a safe and conducive work environment to its
employees. Your directors further state that during the year under review there were no cases filed
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

The following no. of complaints was received under the POSH Act and the rules framed thereunder
during the year:

a. number of complaints filed during the financial year - NIL

b. number of complaints disposed of during the financial year - NIL

c. number of complaints pending as on end of the financial year - NIL

39. Industrial Relations:

The Directors are pleased to report that the relations between the employees and the management
continued to remain cordial during the year under review.

40. Maintenance of Cost Records:

According to information and explanation given to us, the Central Government has not prescribed
maintenance of cost records under section 148(1) of the Act in respect of activities carried out by the
Company.

41. Dematerialisation of Equity Shares:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The
Company has established connectivity with both the Depositories i.e., National Securities Depository
Limited ("NSDL”) and Central Depository Services (India) Limited ("CDSL”) and the Demat activation
number allotted to the Company is ISIN: INE910G01027. Presently shares are held in electronic mode.

42. The Details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016:

During the year under review, there were no applications made or proceedings pending in the name of
the Company under the Insolvency and Bankruptcy Code, 2016.

43. The Details of Difference Between Amount of the Valuation Done at the time of one time
settlement and the Valuation Done While Availing Loan from the Banks and Financial
Institutions:

During the year under review, there has been no one time settlement of Loans taken from Banks and
Financial Institutions.

44. Compliance on Maternity Benefit Act, 1961:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961,
and has extended all statutory benefits to eligible women employees during the year.

45. Acknowledgements:

Your Directors would like to express their sincere appreciation for the co-operation and assistance
received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers,
Customers and other business associates who have extended their valuable sustained support and
encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation
for the commitment displayed by all executives, officers and staff at all levels of the Company. We look
forward for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board of

Shanti Nivas, Opp. Shapath - V, Munoth Capital Market Limited

Nr. Karnavati Club, S. G. Road,

Ahmedabad, Gujarat - 380 058

Place: Ahmedabad

Date: 8^th September, 2025 ^{Sd/- Sd/-}

Siddharth Shantilal Jain Shantilal Misrimal Jain

Managing Director Director

DIN: 00370650 DIN: 00370624