Monarch Networth Capital Ltd Directors Report

Dear Shareholders,

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:

(Rs in lakhs except EPS)

Particulars	Standalone		Consolidated
	FY 2025	FY 2024	FY 2025	FY 2024
Revenue from Operations	32,238.88	27,081.49	32,680.49	27,769.16
Other Income	57.36	98.41	116.96	130.52
Total Income	32,296.24	27,179.90	32,797.45	27,899.68
Total Expenses	13,653.13	11,660.56	13,523.95	11,483.27
Profit before exceptional and extraordinary items	18,643.11	15,519.34	19,273.50	16,416.41
Extraordinary items - Prior Period Expenses	(5.84)	(4.74)	(5.85)	(4.65)
Profit before Tax	18,637.27	15,514.60	19,267.65	16,411.76
Current Tax	4,105.05	3,808.90	4,319.73	4,038.08
Deferred tax	78.36	6.82	11.75	7.01
Taxes for Earlier Years	58.70	47.48	9.57	51.69
Profit for the Year (After Tax)	14,395.16	11,651.40	14,926.60	12,314.98
Other comprehensive (loss)/income for the year	(6.56)	(14.92)	(6.61)	(14.92)
Total comprehensive income for the year	14,388.60	11,636.48	14,919.99	12,300.06
Earnings per share:
- Basic	19.43	17.20	20.15	18.18
- Diluted	19.18	17.20	19.89	18.18

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

(Rs in lakhs)

Particular	Standalone		Consolidated
	FY 2025	FY 2024	FY 2025	FY 2024
a) Broking and Related Services
1) Fees and commission income	19,067.42	18,077.92	19,067.42	18,040.59
2) Interest Income	10,842.83	7,198.84	10,842.83	7,236.07
3) Net gain/(Loss) on fair value changes	2,328.63	1,804.73	2,328.63	1,804.73
4) Other Income	57.36	98.41	57.36	98.41
b) Non-Banking financial business	-	-	663.31	825.96
c) Insurance business	-	-	153.46	168.26
Less: Inter segment revenue	-	-	(315.56)	(274.35)
Total	32,296.24	27,179.90	32,797.45	27,899.68

ii. Key highlights of Standalone Financial Performance

Gross income reported by the Company was Rs 32,296.24 lakhs for the year ended 31 st March, 2025 as against Rs 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 Rs 18,637.27 lakhs as compared to Rs 15,514.60 lakhs in the FY 2023-24; and

Profit after tax of the Company was Rs 14,395.16 lakhs for the year ended 31 st March, 2025 as compared to profit after tax of Rs 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 Rs 32,797.45 lakhs as compared to Rs 27,899.68 lakhs in the FY 2023-24;

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

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

2. STATE OF COMPANYS AFFAIRS

The discussion on state of Companys 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 Rs 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 Rs 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 Rs 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 Rs 10/- (Ten Rupees) each, amounting to Rs 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 Groups 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) in 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 Rs 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 Companys 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 Rs 65,00,00,000/- (Rupees sixty-five crores only) divided into 5,40,00,000 (Five crores forty lakhs) equity shares of Rs 10/- each; and 5,00,000 (Five lakhs) 6% cumulative redeemable preference shares of Rs 100/- each and 60,00,000 (Sixty lakhs) preference shares of Rs 10/- each to Rs 100,00,00,000/- (Rupees one hundred crores only) divided into 8,90,00,000 (Eight crores and ninety lakhs) equity shares of Rs 10/- each; and 5,00,000 (Five lakhs) 6% cumulative redeemable preference shares of Rs 100/- each and 60,00,000 (Sixty lakhs) preference shares of Rs 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 companys NIC code by the Registrar of Companies (ROC) to better align the CIN with the Companys 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:

Authorized Share Capital	Rupees
8,90,00,000 equity shares of face value of Rs 10/- each	89,00,00,000
5,00,000 6% cumulative redeemable preference shares of face value of Rs 100/- each	5,00,00,000
60,00,000 preference shares of face value of Rs 10/- each	6,00,00,000
Total	1,00,00,00,000

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 Rs 65,00,00,000/- (Rupees sixty- five crores only) divided into 5,40,00,000 (Five crores forty lakhs) equity shares of Rs 10/- each; and 5,00,000 (Five lakhs) 6% cumulative redeemable preference shares of Rs 100/- each and 60,00,000 (Sixty lakhs) preference shares of Rs 10/- each to Rs 100,00,00,000/- (Rupees one hundred crores only) divided into 8,90,00,000 (Eight crores and ninety lakhs) equity shares of Rs 10/- each; and 5,00,000 (Five lakhs) 6% cumulative redeemable preference shares of Rs 100/- each and 60,00,000 (Sixty lakhs) preference shares of Rs 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 Rs 10/- each.

This represents a significant increase from the previous years paid-up capital of Rs 33,86,95,180/ comprising 3,38,69,518 equity shares of Rs 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 Rs 10/- each, at an issue price of Rs 560/- per share (including a premium of Rs 550/- per share), aggregating to Rs 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 Rs 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 Rs 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.

12. BOARD & ITS COMMITTEES

i. Board

The Board of the Company comprises of 5 (Five) Directors as on 31 st March, 2025, the details are as below:

Sr. No.	Name of the Director	DIN	Designation
1	Mrs. Manju Suresh Bafna	01459885	Chairman & Whole -Time Director
2	Mr. Vaibhav Jayantilal Shah	00572666	Managing Director
3	Mr. Ashok Daulatraj Bafna	01431472	Whole -Time Director
4	Mr. Sathish Kumar Pazhamalai	08735238	Independent Director
5	Ms. Avni Chouhan	08716231	Independent Director

Changes in Directors

During the period under review, the second term of Mr. Chetan Bohra (DIN: 03645353), Non-Executive Independent Director, came to an end. Consequently, he ceased to hold office as Director effective from 13 th February, 2025. The Board places on record its sincere appreciation for the valuable guidance and contributions made by Mr. Chetan Bohra during his tenure, particularly in the deliberations and strategic decision-making of the Board.

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. Bohras 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 Companys business operations.

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

S. No.	Body	Numbers of times met during the year	Dates
1	Board	9	24 th May 2024, 15 th July, 2024, 28 th July, 2024, 28 th August 2024, 16 th September, 2024, 11 th November, 2024, 13 th December, 2024, 7 th February, 2025 and 24 th March, 2025
2	Audit Committee	6	11 th April, 2024, 24 th May 2024, 15 th July, 2024, 28 th July, 2024, 11 th November, 2024 and 7 th February, 2025
3	CSR Committee	2	24 th May 2024 and 7 th February, 2025
4	Nomination and Remuneration Committee	3	24 th May 2024, 16 th September, 2024 and 7 th February, 2025
5	Stakeholders Relationship Committee	1	7 th February, 2025
6	Risk Management Committee	2	15 th July, 2024 and 7 th February, 2025
7	Management Committee	7	21 st June, 2024, 23 rd August, 2024, 7 th October, 2024, 3 rd January, 2025, 17 th February, 2025, 5 th March, 2025 and 19 th March, 2025

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 Boards 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 Boards 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 Companys 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 Rs 10/- (Rupees ten only) each for every 1 (One) existing fully paid-up equity share of face value of Rs 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 Companys 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 Companys 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 arms 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 Companys 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 Companys 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 Auditors 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 Boards 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. Boards 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 companys 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 Companys 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 Banks 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 Boards 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
Place: Mumbai	Managing Director	Chairman cum Whole-Time Director
Date: 27 th May, 2025	DIN:00572666	DIN: 01459885