MCON Rasayan India Ltd Directors Report

To,

The Members,

MCON RASAYAN INDIA LIMITED

The Directors present the 9th Annual report of the Company along with the audited nancial statements for the nancial year ended March 31, 2025.

1. FINANCIAL PERFORMANCE

The Companys nancial performance for the year under review along with previous year gures is given hereunder:

(Amount in Lakhs)

Particulars	Standalone
	Financial Year	Financial Year
	2024-25	2023-24
	(FY 2025)	(FY 2024)
Revenue from Operations	5 ,074.52	4212.62
Other Income	68.56	41.64
Total revenue	5,143.08	4254.26
Operating Pro t (Before Finance Cost and Depreciation & Amortisation)	653.82	571.38
Less: Finance Cost	200.06	151.64
Less: Depreciation & Amortisation	184.95	106.74
Pro t before Tax	268.81	313.00
Less/(Add): Current Tax	70.03	70.66
Less/(Add): Deferred Tax Expense/Credit	(28.61)	18.22
Less/(Add): Net tax expense / (bene t)	41.41	8 8.88
Less/(Add): Prior period tax Adjustment	0	0
Pro t after Tax	227.39	224.12
Earning Per Share
Basic	3.40	3.56
Diluted	3.39	3.56

2. DIVIDEND

In order to conserve the reserve, your directors do not recommend any dividend for the nancial year ended, 31st March, 2025.

3. TRANSFER TO RESERVE & SURPLUS

The net pro t of the company for F.Y. 2024-25 is Rs. 227.39 Lakhs. The pro t of F.Y. 2024-25 has been transferred to the surplus account.

4. COMPANYS PERFORMANCE REVIEW

The revenue from operations for FY 2024-25 is Rs. 5,074.52 Lakhs over the previous years revenue from operations of Rs. 4,212.62 Lakhs which is 20.46% more than previous years revenue from operations.

Net Pro t after tax for FY 2024-25 is Rs. 227.39 Lakhs against the previous years Net pro t after tax of Rs. 224.12 Lakhs which is 1.46% more than previous years Net Pro t after tax.

The overall performance of the Company has been increased when compared to the previous years and the Company shall continue to provide better results to the shareholders in upcoming years via better performance.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, a ecting the nancial position of the Company which occurred between the end of the nancial year of the Company to which the nancial statements relate and the date of the report.

6. CAPITAL EXPENDITURE PROGRAMME

During the year under review, the company has not invested anything in the capital expenditure because already whatever the capital expenditure was to be spent has already been done in the previous years and the factory is fully operational along with its complete facilities. There has been Rs.3,05,250/- amount of expenditure that has happened for the laboratory and R&D lab development which is mainly focused on the laboratory equipments. Other than that, there has been the plant capacity expansion in terms of the franchise units wherein we have signed up with various franchises and created additional capacities in di erent geographical locations namely Pune, Ghaziabad, Kurukshetra, Indore and Rajkot.

So, these are the major capacities where we have explored the companys production capacities.

7. SHARE CAPITAL

The Authorised Share Capital as on 31st March, 2025 is Rs. 10,00,00,000 and Paid up share capital as on 31st March, 2025 was Rs. 7,32,90,900.

During the year the company has increased its Authorised Share Capital from Rs. 7,00,00,000/- to Rs. 10,00,00,000/- and also there was change in Paid up capital twice during the year.

1. Quali ed Institutional Placement (QIP) - from Rs. 6,30,37,500/- to Rs. 7,32,27,500/-.

2. Employee Stock Option Scheme 2023 commonly known as MCON ESOP Scheme 2023 from Rs. 7,32,27,500/- to Rs. 7,32,90,900/-.

8. LISTING INFORMATION

The Equity Shares in the Company are continued to be listed with NSE EMERGE Platform and in dematerialized form. The ISIN No. of the Company is INE0O4M01019.

9. STATEMENT PURSUANT TO LISTING AGREEMENT

The Company Equity Shares is listed at National Stock Exchange of India Limited (Emerge Platform). The Annual Listing fee for the year 2025-26 has been paid.

10. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet as per section 73 and 76 of the companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

The Company further reports the below details relating to deposits as per Rule 8(5)(v) and (vi) as follows: (a) accepted during the year; Nil (b) remained unpaid or unclaimed as at the end of the year; Nil

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved- Nil

(I) at the beginning of the year; Nil (ii) maximum during the year; Nil (iii) at the end of the year; Nil

(vi) the details of deposits which are not in compliance with the requirements of Chapter V of the Act; Nil

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans, guarantees or made investment covered under the provisions of section 186 of the Companies Act, 2013 during the year 2024-25.

12. CHANGE IN THE NATURE OF BUSINESS

During the year there is no change in the nature of the business of the company.

13. INTERNAL CONTROLS AND THEIR ADEQUACY

The Company has implemented robust internal controls designed to support the achievement of its operational, compliance, and reporting objectives. These controls are supported by well-de ned policies and procedures, which are commensurate with the Companys current scale of operations and adaptable to its future growth. These policies form the foundation of the internal control framework and are regularly reviewed for relevance, adequacy, and alignment with evolving business requirements. Compliance is embedded into the management review process to ensure consistent enforcement and accountability.

The adequacy of internal controls over key processes is independently assessed by the Internal Audit team. Recommendations for improvement are shared with respective process owners, and necessary enhancements are implemented in a timely manner. Signi cant audit ndings, along with management responses and the status of corrective actions, are periodically presented to and reviewed by the Audit Committee. This oversight ensures that internal nancial controls are e ective in both design and operation.

M/s. B H Doshi & Associates (Firm Regn No: 144462W), Chartered Accountants, Mumbai, serve as the internal auditors of the Company. They conduct internal audits covering all critical areas of operations and submit their ndings to the Audit Committee. These audits focus on evaluating the adequacy and e ectiveness of internal control systems. The Audit Committee regularly reviews the outcomes of these audits to ensure the continued e ectiveness and integrity of the Companys internal control environment.

14. DETAILS OF HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATES

During the year under review, no company has become or ceased to be a subsidiary, joint venture, or associate company of the Company.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are under:

(A) Conservation of energy (i) the steps taken or impact on conservation of energy;	Energy conservation is very important for the company and therefore, energy conservation measures are undertaken wherever practicable in its plant and attached facilities. The Company is making every e ort ensure the optimal use of energy, avoid waste and conserve energy by using energy e cient equipments with latest technologies. We are using gas furnace instead of coal furnace for sand drying operations thus reducing pollution.
	Also during summers, we are using solar heat to pre dry the sand before subjecting it to furnace.
(ii) the steps taken by the Company for utilizing alternate sources of energy;	We are using gas furnace instead of coal furnace for sand drying operations thus reducing pollution. Also during summers, we are using solar heat to pre dry the sand before subjecting it to furnace.
(iii) the capital investment on energy conservation equipment	Nil

 

(B) Technology absorption
(i) the e orts made towards technology absorption	Company rmly believes that adoption and use of technology is a fundamental business requirement for carrying out business e ectively and e ciently. While the industry is labour intensive, we believe that mechanization of development through technological innovations is the way to address the huge demand supply gap in the industry. We are constantly upgrading our technology to reduce costs and achieve economies of scale.
	The technology absorption what we have done is that we have introduced CRM to our entire sales team. So right from the lead generation to the lead execution to orders and order execution everything is happening through CRM.
(ii) the bene ts derived like product improvement, cost reduction, product development or import substitution; (iii) in case of imported technology (imported during	CRM is helping in delivering the right information to the cost reduction, product development or import substitution;customers in the right manner.
the last three years reckoned from the beginning of the nancial year :	Nil
(a) the details of technology imported	Nil
(b) the year of import	Nil
(c) whether the technology been fully absorbed	Nil
(d) if not fully absorbed, areas where absorption
has not taken place, and the reasons thereof; and	Nil
(iv) the expenditure incurred on	3,05,250/-
Research and Development
(C) Foreign exchange earnings and Outgo	In ow (Rs. In Lakhs) Out Flow (Rs. In Lakhs)
The Foreign Exchange earned in terms of actual	0 2.77
in ows during the year and the Foreign Exchange
outgo during the year in terms of actual out ows

16. INDUSTRIAL RELATION

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. The company recognizes the signi cance of maintaining harmonious and constructive industrial relations, fostering a collaborative environment that promotes the well-being and productivity of our workforce. We believe that healthy relationships with our employees and their representatives are essential for the long-term success and sustainable growth of the organization.

Throughout the reporting period, we have actively engaged in dialogue and consultations with employee representatives and unions to address workplace concerns, promote open communication, and seek mutually bene cial solutions. We have strived to create a workplace culture that values employee engagement, inclusivity, and respect, enabling our workforce to contribute their best e orts towards achieving our business objectives.

17. BOARD OF DIRECTORS, BOARD MEETINGS AND KEY MANAGERIAL PERSONNEL

The Companys Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013, SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable on the Company and provisions of the

Articles of Association of the Company. The Companys Board has been constituted with requisite diversity, wisdom and experience commensurate to the business of your Company.

There are eight Directors on the Board of the Company, headed by a Managing Director (Chairman), two Whole-time Director and includes one woman Non-executive Director and four Independent Directors on its Board.

The Directors on the Board have experience in the eld of nance, legal, statutory compliance, engineering and accounts. None of the Directors are disquali ed under the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as at March 31, 2025.

BOARD COMPOSITION

Sl.No	Name of the Person	DIN/PAN	Designation
1.	Mr. Mahesh Ravji Bhanushali	07585072	Managing Director
2.	Mrs. Puja Mahesh Bhanushali	07586657	Non-Executive Director
3.	Mr. Chetan Ravji Bhanushali	09341600	Whole-time Director
4.	Mr. Nandan Dilip Pradhan	09828134	Whole-time Director
5.	Mr. Tapas Bimal Majumdar	07609937	Independent Director
6.	Mrs. Sonal Alok Doshi	03434461	Independent Director
7.	Mr. Dilip Mangilal Jain	03569547	Independent Director
8.	Ms. Dhara Haresh Thakkar	09785362	Independent Director
9.	Mrs. Veenita Nishit Tanna	AIDPT9629H	Chief Financial O cer
10.	Mrs. Aesha Karan Shah	IKPPS9262H	Company Secretary &
			Compliance O cer

18. APPOINTMENT/REAPPOINTMENT/CHANGE OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

As per Provisions of Section 152 of the Companies Act, 2013, Mr. Chetan Ravji Bhanushali Whole Time Director is liable to retire by rotation and is eligible to o er himself for re-appointment.

19. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, with respect to Director Responsibility Statement, the Board of Directors, to the best of its knowledge and ability, con rm 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 have 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 a airs of the Company at the end of the nancial year and of the pro t of the Company for that period;

(c) The directors had taken proper and su cient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder 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 nancial controls to be followed by the company and that such internal nancial controls are adequate and were operating e ectively.

(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 e ectively.

20. NUMBER OF BOARD MEETINGS AND ATTENDANCE

During the Financial year 2024-25, Seven (07) board meetings were held. The interval between any two meetings was well within the maximum allowed gap of 120 days.

The Composition of Board of directors and the details of meetings attended by the board of directors during the year are given below.

Name of the Director	Category	No. of Board Meetings Held & Entitled Attend	No. of Board Meetings Attended
Mr. Mahesh Ravji Bhanushali	Managing Director	7	7
Mrs. Puja Mahesh Bhanushali	Non-Executive Director	7	7
Mr. Chetan Ravji Bhanushali	Whole-time Director	7	7
Mr. Nandan Dilip Pradhan	Whole-time Director	7	7
Mr. Tapas Bimal Majumdar	Independent Director	7	7
Mrs. Sonal Alok Doshi	Independent Director	7	7
Mr. Dilip Mangilal Jain	Independent Director	7	7
Ms. Dhara Haresh Thakkar	Independent Director	7	6

 

Board Meeting dates
Sl. No Date of Board Meeting	Board Meeting Attendance
1 23.05.2024	8
2 10.08.2024	7
3 07.11.2024	8
4 11.11.2024	8
5 13.11.2024	8
6 13.01.2025	8
7 18.03.2025	8

COMMITTEES OF THE BOARD

Matters of policy and other relevant and signi cant information are furnished regularly to the Board. To provide better Corporate Governance & transparency, currently, your Board has four (4) Committees viz., Audit Committee, Nomination & Remuneration Committee, Management Committee and Stakeholder Relationship Committee to investigate various aspects for which they have been constituted. The Board xes the terms of reference of Committees and delegate powers from time to time.

AUDIT COMMITTEE

The Audit Committee comprises of non-executive Independent Director and Executive Director as its Member. The Chairman of the committee is Independent Director.

During the Financial year 2024-25, Four (4) meeting of audit committee held on 23.05.2024, 10.08.2024, 13.11.2024 and 18.03.2025.

The Composition of Audit Committee and the details of meetings attended by members during the year are given below.

Name of the Director	Status in the Committee	Nature of Directorship	No. of Board Meetings Held & Entitled to	No. of Board Meetings Attended Attend
Mr. Dilip Mangilal Jain	Chairman of Committee Non-Executive Independent Director		4	4
Mrs. Sonal Alok Doshi	Member	Non-Executive Independent Director	4	4

 

Name of the Director	Status in the Committee	Nature of Directorship	No. of Board Meetings Held & Entitled to	No. of Board Meetings Attended Attend
Mr. Mahesh Ravji Bhanushali	Member	Chairman & Managing Director	4	4

Mr. Dilip Mangilal Jain, Chairman of the Audit Committee, was present at the AGM of the Company held on September 12, 2024

RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of Independent Directors and non-executive Director as its members. The Chairman of the Committee is an Independent Director.

During the Financial year 2024-25, Three (3) meetings of the Nomination and Remuneration Committee were held on 10.08.2024, 13.01.2025 and 18.03.2025.

The Composition of Nomination and Remuneration Committee and the details of meetings attended by members during the year are given below.

Name of the Director	Status in the Committee	Nature of Directorship	No. of Board Meetings Held & Entitled to Attend Meetings	No. of Board Meetings Attended
Ms. Dhara Haresh Thakkar	Chairperson of	Non-Executive	3	2
	Committee	Independent Director
Mr. Tapas Bimal Majumdar	Member	Non-Executive	3	3
		Independent Director
Mrs. Puja Mahesh Bhanushali	Member	Non-Executive Director	3	3

Ms. Dhara Haresh Thakkar, Chairperson of the Nomination and Remuneration Committee, was present at the AGM of the Company held on September 12, 2024

The Nomination and remuneration policy available on the website of the company at https://mconrasayan.com/wp-content/uploads/2022/12/Nomination-and-Remuneration-Policy.pdf

STAKEHOLDER RELATIONSHIP COMMITTEE

The stakeholder relationship committee comprises Non-executive Director, and two Independent Directors as its members. The Chairman of the Committee is an Independent Director.

During the Financial year 2024-25, One (1) meeting of Stakeholder Relationship Committee was held on 18.03.2025.

The Composition of Stakeholder and Relationship Committee and the details of meetings attended by the members during the year are given below:

Name of the Director	Status in the Committee	Nature of Directorship	No. of Board Meetings Held & Entitled to Attend Meetings	No. of Board Meetings Attended
Mr. Dilip Mangilal Jain	Chairman of	Non-Executive	1	1
	Committee	Independent Director
Ms. Dhara Haresh Thakkar	Member	Non-Executive Independent Director	1	1
Mrs. Puja Mahesh Bhanushali	Member	Non-Executive Director	1	1

Mr. Dilip Mangilal Jain, Chairman of the stakeholder relationship Committee, was present at the AGM of the Company held on September 12, 2024

MANAGEMENT COMMITTEE

The management committee comprises Managing Director, Whole-time Director and Chief Financial O cer as its members. The Chairman of the Committee is a Managing Director.

During the Financial year 2024-25, One (1) meeting of Management Committee was held on 10.01.2025.

The Composition of Management Committee and the details of meetings attended by the members during the year are given below:

Name of the Director	Status in the Committee	Nature of Directorship	No. of Board Meetings Held & Entitled to Attend Meetings	No. of Board Meetings Attended
Mr. Mahesh Ravji Bhanushali	Chairman of Committee	Chairman & Managing Director	1	1
Mr. Nandan Pradhan	Member	Whole Time Director	1	1
Mrs. Veenita Nishit Tanna	Member	Chief Financial O cer	1	1

21. MCON RASAYAN INDIA LIMITED EMPLOYEE STOCK OPTION SCHEME 2023

Your company had Mcon Rasayan India Limited Employee Stock Option Scheme 2023 commonly know as MCON ESOP

Scheme 2023 after taking shareholder approval through postal ballot on 11th December 2023. Your company has given grant letter to its employees.

In the year 2023-24, your Company adopted an Employees Stock Option Plan named as “Mcon Rasayan India Limited Employee Stock Option Scheme 2023 commonly known as MCON ESOP Scheme 2023” (“ESOP Scheme”).

The options to acquire shares by way of ESOP plan shall be granted to the eligible employees who are in the permanent employment of the Company working in India or outside including directors of the Company whether whole time or not (excluding independent directors).

As per the MCON ESOP Scheme 2023, the Company is authorized to issue up to 3,15,500 options under the Plan. Grant letters under the scheme were issued by the Company on 12th January 2024. In compliance with the SEBI (Share Based Employee Bene ts and Sweat Equity) Regulations, 2021, Part-F of the ESOP disclosures is available on the Companys website on https://mconrasayan.com/wp-content/uploads/2025/08/Part-F-Mcon-V1-05-08-2025.pdf.

During the nancial year 2024 25, your Company held an Extra-Ordinary General Meeting on 10th February 2025 to approve a change in the vesting period under the MCON ESOP Scheme 2023. Revised grant letters re ecting the amended terms were issued on the same date. Subsequently, on 18th March 2025, the Company allotted 6,340 equity shares to eligible employees under the said ESOP scheme.

22. ANNUAL RETURN

Pursuant to the requirement under section 134(3)(a) and 92(3) of the Companies Act, 2013 (the Act), the Annual Return as on March 31, 2025, is available on the Companys website on

https://mconrasayan.com/wpcontent/uploads/2025/08/Annual_Return_2024-25.pdf.

23. CORPORATE GOVERNANCE REPORT

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous nancial year;

b. Listed entity which has listed its speci ed securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate

Governance shall not apply to the Company and it does not form the part of the Annual Report for the nancial year 2024-25.

24. AUDITORS

I. STATUTORY AUDITORS

Devang Kumar Dand & Associates, Chartered Accountants (Firm Registration No.-135250W), were appointed as Auditors of the Company for a term of 5 years on 30th November, 2021, i.e. from 01.04.2021 to 31.03.2026 till the conclusion of the Annual General Meeting to be held in the year 2026.

II. 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 M/s. Prem Pyara Tiwari & Associates, (FRN No. S2017UP496300), Practicing Company Secretaries as Secretarial Auditor of the Company to conduct the Secretarial Audit as per the provisions of the said Act for the Financial Year 2024-25.

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

III. INTERNAL AUDITOR

The Board of directors has appointed of M/s. B.H. DOSHI & ASSOCIATES., Chartered Accountants (Firm Reg No: 0144210W) 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.

IV. COST AUDITOR

During the year under review the requirement to appointment of Cost Auditor for the Company does not arise. Hence this provision is not applicable.

V. REVIEW OF AUDITORS REPORT

There are no quali cations, reservations or adverse remarks made by Statutory Auditors M/s. Devang Kumar Dand & Associates., Chartered Accountants Firm Registration No.-135250W, in the Auditors report for the Financial Year ended March 31, 2025.

VI. REVIEW OF SECRETARIAL AUDITORS REPORT

There are no quali cations, reservations or adverse remarks made by Secretarial Auditors M/s. Prem Pyara Tiwari & Associates, (FRN No. S2017UP496300), Practicing Company Secretaries, in the Secretarial Audit Report for the Financial Year ended March 31, 2025.

VII. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor 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 o cers or employees, the details of which would need to be mentioned in the Boards Report.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (“Listing Regulations”) the Management Discussion and Analysis of the Company for the year under review is presented in a separate section forming the part of the Annual Report is attached here with as Annexure II.

26. DEMATERIALISATION OF SHARES

During the year under review, all the equity shares were dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents 100% of the total paid-up capital of the Company. The Company ISIN No. is INE0O4M01019 and Registrar and Share Transfer Agent is MUFG Intime India Private Limited.

27. DIRECTOR REMUNERATION AND SITTING FEES

Members attention is drawn to Financial Statements wherein the disclosure of remuneration paid to Directors is given during the year 2024-25. Details of Sitting fees paid to the non-executive directors are disclosed in the nancial statements.

28. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the nancial year were on an arms length basis and were in the ordinary course of business. There are no materially signi cant related party transactions made by the company with related parties which may have potential con ict with the interest of the company at large. Your directors draw your attention to notes to the nancial statements for detailed related parties transactions entered during the year.

Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or Members / Shareholders has been obtained for such transactions. However, as part of good corporate governance, all related party transactions covered under Section 188 of the Act are approved by the Audit committee.

The form AOC- 2 is attached as Annexure - III with this report.

29. CREDIT RATING

The company has not obtained any rating from any Credit Rating Agency during the year.

30. DECLARATION FROM INDEPENDENT DIRECTORS

All the Independent Directors on the Board have given a declaration of their independence to the Company as required under section 149(6) of the Companies Act, 2013 & Regulation 16(1)(b) of the Listing Regulations.

During the year under review no new Independent Directors were appointed in the Company.

31. MEETING OF INDEPENDENT DIRECTORS

Schedule IV of the Companies Act, 2013 and the Rules thereunder mandate that the independent directors of the Company shall hold at least one meeting in a nancial year, without the attendance of non-independent directors and members of the Management. During the year under review, the Independent Directors met on March 18, 2025 inter alia, to:

1. Review the performance of the Non- Independent Directors and the Board of Directors as a whole.

2. Review the performance of the Chairman of the Company, taking into the account of the views of the Executive and Non- Executive Directors.

3. Assess the quality, content and timeliness of ow of information between the management and the Board that is necessary for the Board to e ectively and reasonably perform its duties.

All the Independent Directors were present in the meeting. At the meeting, the independent directors discussed, among other matters, the performance of the Company and risks faced by it, the ow of information to the Board, competition, strategy, leadership strengths and weaknesses, governance, compliance, Board movements, succession planning, human resources matters and the performance of the executive members of the Board, and the Chairman.

The Board is satis ed with the integrity, expertise and experience (including the pro ciency) of the independent directors and their contributions towards the enhancement of operations of the Company.

32. CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS

An Independent Director shall be a person of integrity and possess appropriate balance of skills, experience and knowledge in one or more elds of nance, law, management, sales, marketing and technical operations or any other discipline related to the Companys business. The Company did not have any peculiar relationship or transactions with non-executive Directors during the year ended March 31, 2025.

33. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the nomination and remuneration committee has laid down the evaluation of the performance of Individual Directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through the structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of speci c duties & obligations, attendance, contribution at meetings, etc. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Director expressed their satisfaction with the evaluation process.

34. INVESTOR EDUCATION AND PROTECTION FUND

During the year under review the provisions relating to transfer of funds to Investor education and protection fund does not apply to the Company.

35. CORPORATE SOCIAL RESPONSIBILITY

The Company is not liable to have CSR initiatives and activities under the Companies (Corporate Social Responsibility Policy) Rules, 2014 as this is not applicable to our Company.

36. POLICIES OF THE COMPANY

REMUNERATION AND APPOINTMENT POLICY

The Nomination and Remuneration Committee (NRC) formulates and recommends to the Board the appropriate quali cations, positive attributes, characteristics, skills and experience required for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. The Policy for appointment and removal of Directors and determining Directors independence is available on our website at https://mconrasayan.com/wp-content/uploads/2022/12/Nomination-and-Remuneration-Policy.pdf. The committee inter alia ensures that:

a. The level and composition of remuneration is reasonable and su cient to attract, retain and motivate directors and key managerial personnel of the quality required to run the company successfully.

b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks and relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

c. remuneration to directors, key managerial personnel and senior management involves a balance between xed and incentive pay re ecting short and long-term performance objectives appropriate to the working of the company and its goals.

? POLICY ON MATERIALITY OF RELATED PARTY TRANSACTION

Your Company has adopted the policy on Materiality of Related Party Transaction to set out the dealing with the transaction between the Company and its related parties. The Policy on Materiality of Related Party Transaction has been available on the website of the Company https://mconrasayan.com/wp-content/uploads/2022/12/Policy-on-Related-Party-Transactions-1.pdf

POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT

Your Company has adopted the policy of code of Conduct to maintain standard of business conduct and ensure compliance with legal requirements. The Policy on Code of Conduct for Director and Senior Management has been available on the website of the Company https://mconrasayan.com/wp-content/uploads/2022/12/Code-of-Conduct-for-Directors-and-Senior-Management.pdf

PREVENTION OF INSIDER TRADING

Pursuant to provisions of the regulations, the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by employees and other connected persons and code of practices and procedure for fair disclosure of unpublished price Sensitive Information. The same has been available on the website of the Company https://mconrasayan.com/wp-content/uploads/2022/12/Internal-Procedures-and-Conduct-for-Prevention-of-Insider-Trading-1.pdf

POLICY ON THE PRESERVATION OF DOCUMENTS AND ARCHIVE POLICY

Pursuant to provision of the regulations, the board has formulated the policy on the Preservation of Documents & Archive policy. The same has been available at the website of company at https://mconrasayan.com/wp-content/uploads/2022/12/Policy-for-Archival-of-Documents.pdf

DIVIDEND DISTRIBUTION POLICY

During the year under review the Company has not formulated Dividend Distribution Policy as it is not applicable to our company currently.

BUSINESS RISK MANAGEMENT

The Company has taken various steps in connection with the implementation of Risk Management measures in terms of provisions contained in the Companies Act, 2013, after identifying the elements of risks which in the opinion of the Board may threaten the very existence of the Company. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by Board from time to time. Key risks identi ed are methodically addressed through mitigating actions on a continuing basis.

VIGIL MECHANISM/WHISTLE BLOWER MECHANISM

Your Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Vigil Mechanism has been available on the website of the Company at https://mconrasayan.com/wp-content/uploads/2022/12/Vigil-Mechanism-Whistle-Blower-Policy-for-Directors-and-Employees-1-1.pdf.

? POLICY ON DETERMINATION AND DISCLOSURE OF MATERIALITY OF EVENTS AND INFORMATION

Your Company has adopted a Policy on Determination and Disclosure of Materiality of Events and Information. The Policy on Determination and Disclosure of Materiality of Events and Information has been available on the website of the Company at https://mconrasayan.com/wp-content/uploads/2025/08/POLICY-ON-DETERMINATION-OF-MATERIALITY-OF-EVENTS-INFORMATION.pdf.

37. PARTICULARS REGARDING EMPLOYEES REMUNERATION

During the year under review, the details of employees drawing remuneration which is in excess of the limit as prescribed under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure-IV.

The information pertaining to section 197 read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), 2014 is annexed herewith as Annexure-IV.

38. DISCLOSURES BY DIRECTORS

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as information by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013 & Listing Regulations.

39. DISQUALIFICATIONS OF DIRECTORS

During the nancial year 2024-2025 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Quali cation of Directors) Rules, 2014 that none of the Directors of your Company is disquali ed to hold o ce as per provision of Section 164(2) of the Companies Act, 2013 and debarred from holding the o ce of a Director pursuant to any order of the SEBI or any such authority in terms of SEBI letter dated 14th June, 2018 and NSE circular dated 20th June 2018 on the subject “Enforcement of SEBI orders regarding appointment of Directors by Listed Companies”.

The Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

40. SECRETARIAL STANDARD

Your directors states that they have devised proper systems to ensure compliance with the Secretarial Standards and that such system is adequate and operating e ectively.

41. OTHER REGULATORY REQUIREMENT

The Company has been complied with all regulatory requirements of central government and state government and there were no signi cant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Companys operations in future.

42. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its status. Your Company has been registered on SCORES and makes every e ort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during nancial year 2024-25.

43. INVESTOR GRIEVANCES REDRESSAL STATUS

During the Financial Year 2024-25, there were no complaints or queries received from the shareholders of the Company. Company Secretary acts as the Compliance O cer of the Company is responsible for complying with the provisions of the Listing Regulations, requirements of securities laws and SEBI Insider Trading Regulations. The Investor can send their query to compliance@mconrasayan.com.

44. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND

REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition, and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules there under. The policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has constituted committee (known as the Prevention of Sexual Harassment (POSH) Committee) under the sexual harassment of women at workplace (prevention, prohibition, and Redressal) Act, 2013 and complied with the provisions of the same.

The following is the Summary of sexual harassment complaints received and disposed o during the FY 2024-2025:

1	Number of complaints of sexual harassment received in the year	Nil
2	Number of complaints disposed o during the year; and	NA
3	Number of cases pending for more than ninety days.	NA

45. DISCLOSURES UNDER MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Bene t Act, 1961, as amended, and ensures that all eligible women employees are extended the bene ts and protections mandated under the Act, including paid maternity leave and other entitlements.

The Company also promotes a gender-inclusive workplace and is committed to supporting the health and well-being of women employees through appropriate workplace policies and practices.

46. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016 AND THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review this provision is not applicable on our Company.

47. THE 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 ALONG WITH THE REASONS THEREOF

During the year under review this provision is not applicable on our Company.

48. DISCLOSURE REGARDING RECEIPT OF COMMISSION BY A DIRECTOR FROM THE HOLDING OR SUBSIDIARY OF A

COMPANY, IN WHICH SUCH PERSON IS A MANAGING OR WHOLE-TIME DIRECTOR 197(14)

During the year under review this provision is not applicable on our Company.

49. SIGNIFICANT AND MATERIAL LITIGATIONS AND ORDER

During the year, there were no signi cant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

50. COMPLIANCE WITH THE CODE OF CONDUCT OF BOARD OF DIRECTORS AND SR. MANAGEMENT

The Board of Directors and Senior Management of the Company have complied with the Companys Code of Conduct applicable to Board of Directors and Senior Management.

51. FAMILARIZATION PROGRAM FOR INDEPENDENT DIRECTOR

The company has implemented a robust Familiarization Program for independent directors, aiming to equip them with the necessary knowledge, insights, and exposure to e ectively discharge their responsibilities. The program includes comprehensive induction, periodic updates on industry trends, site visits, relevant training programs, access to information, and regular interactions with senior management. By actively engaging independent directors and providing them with the necessary resources, we strive to foster a well-informed and engaged Board that contributes to e ective governance and value creation.

The Policy on Determination and Disclosure of Familiarization Programme for Independent Directors has been available on the website of the Company at https://mconrasayan.com/wp-content/uploads/2025/08/Familiarization-Program-for-Independent-Directors.pdf.

SL.No	Financial Year	Date of Programmes	Purpose	Total number of hours spent by Independent Directors (hours)
1	2024-25	10th August 2024	Financial and Treasury	06.00
2	2024-25	4th November 2024	Business Model of the Company	07.00

52. STATEMENT OF DEVIATION(S) OR VARIATION

As per the report submitted to the National Stock Exchange on 26.05.2025 there is no deviation or variations observed in the utilisation of funds raised.

53. DECLARATION SIGNED BY THE CHIEF EXECUTIVE OFFICER STATING THAT THE MEMBERS OF BOARD OF

DIRECTORS AND SENIOR MANAGEMENT PERSONNEL HAVE AFFIRMED COMPLIANCE WITH THE CODE OF CONDUCT OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT

Since, our Company falls in the ambit of SME Listed entity; hence compliance with the provisions of declaration signed by the chief executive o cer stating that the members of board of directors and senior management personnel have a rmed compliance with the code of conduct of board of directors and senior management shall not apply to the Company and it does not form the part of the Annual Report for the nancial year 2024-25.

54. COMPLIANCE CERTIFICATE FROM EITHER THE AUDITORS OR PRACTICING COMPANY SECRETARIES

REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

Since, our Company falls in the ambit of SME Listed entity; hence compliance with the provisions of Compliance certi cate from either the auditors or practicing company secretaries regarding compliance of conditions of corporate governance shall not apply to the Company and it does not form the part of the Annual Report for the nancial year 2024-25.

55. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE

(INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

During the Financial Year 2024 25, no new Independent Directors were appointed on the Board of the Company. Hence, the requirement to provide the Boards opinion regarding the integrity, expertise, experience, and pro ciency of newly appointed Independent Directors does not arise for the year under review.

56. DISCLOSURES REGARDING DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT

As all shares of the Company are held in dematerialised form, there is no outstanding equity in physical mode. Accordingly, the provisions relating to disclosures under the Demat Suspense Account or Unclaimed Suspense Account, as speci ed under Para F of Schedule V of the Listing Regulations are not applicable to the Company.

57. DISCLOSURE REQUIREMENTS FOR CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES UNDER

REGULATION 30A(2) OF LISTING REGULATIONS

There are no agreements entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the listed entity or of its holding, subsidiary or associate company, among themselves or with the listed entity or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and e ect is to, impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity as on the date of noti cation of clause 5A to Para A of Part A of Schedule III of the Listing Regulations.

58. ACKNOWLEDGEMENT

The Directors thank the Companys employees, customers, vendors, investors and academic partners for their continuous support.

The Directors also thank the Government of India, Governments of various states in India, concerned Government departments and agencies for their co-operation.