Monarch Networth Capital Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present their Thirty-first Report together with the audited financial statements of your Company for the Financial Year ended 31^st March, 2024 ("FY2024").

1. FINANCIAL PERFORMANCE AND OPERATIONAL HIGHLIGHTS

The Companys standalone and consolidated financial performance for the year ended 31^st March, 2024 is summarized below.

( in Lakhs)

Particulars	Standalone Year Ended		Consolidated Year Ended
	31st March, 2024	31st March, 2023	31st March, 2024	31st March, 2023
Revenue & other Income	27,179.90	15,127.40	27,899.67	16,201.13
Profit before Tax	15,514.59	4,720.45	16,407.29	5,792.53
Tax Expenses:
Taxes for earlier years	47.48	17.87	51.69	8.4
Current Tax	3,808.90	1210.62	4,035.85	1,479.46
Deferred tax	6.82	8.16	7.01	7.43
Profit After Tax	11,651.39	3,483.81	12,314.97	4,297.24
Minority Interest	-	-	-	-
Share of Profit/(Loss) from	-	-	-	(0.07)
Associates
Net profit for the year	11,651.39	3,483.81	12,314.97	4,297.16
Other comprehensive (loss)/ income for the year	-14.92	-432.94	-14.92	-432.94
Total comprehensive income for the year	11,636.47	3,050.87	12,300.05	3,864.22
EPS:
- Basic	34.40	10.29	36.36	12.69
- Diluted	34.40	10.29	36.36	12.69

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

( in Lakhs)

Particulars	Standalone		Consolidated
	31st March, 2024	31st March, 2023	31st March, 2024	31st March, 2023
a) Broking and Related Services
1) Fees and commission income	12,792.00	7,986.00	12,792.00	7,986.00
2) Interest Income	7,198.84	4,515.52	7,198.84	4,515.52
3) Merchant Banking & Other Services	4,386.43	1,844.90	4,386.43	1,844.90
4) Asset Management Services	899.49	217.88	899.49	217.88
5) Others (Un-allocated)	1,903.14	563.07	1,903.10	565.88
b) Non-Banking financial business	-	-	825.91	1,095.27
c) Insurance business	-	-	168.26	133.04
TOTAL	27,179.90	15,127.37	28,174.03	16,358.49

The standalone and consolidated financial statements for the financial year ended 31^st March, 2024 have been prepared in accordance with Section 133 of the Companies Act, 2013 (the "Act") read with the rules made thereunder and in accordance with the Indian Accounting Standards ("Ind AS").

ii. Key highlights of Standalone Financial

Performance

• Gross income reported by the Company was 27,179.90 Lakhs for the year ended 31^st March, 2024 as against 15,127.40 Lakhs in the previous year, registering an increase of 79.67%;

• Profit before tax for the year increased by 228.67% to 15,514.59 Lakhs as compared to 4,720.45 Lakhs in the financial year 2022-23; and

• Profit after tax of the Company was

11,651.39 Lakhs for the year ended 31^st March, 2024 as compared to profit after tax of 3,483.81 Lakhs in the previous year, registering an increase of 234.44%.

iii. Key highlights of Consolidated Financial Performance

• Gross income increased by 72.20% to 27,899.67 Lakhs as compared to

16,201.13 Lakhs in the financial year 2022-23;

• Profit before tax for the year increased by 183.25% to 16,407.29 Lakhs as compared to 5,792.53 Lakhs in the financial year 2022-23; and

• Profit after tax (post share of profit/loss from Associates) for the year increased by 186.58% to 12,314.97 Lakhs as compared to 4,297.16 Lakhs in the financial year 2022-23.

2. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has 3 ("Three") Subsidiary Companies as on 31^st March, 2024. The Company does not have any Joint Venture.

During the year, the Board of Directors (‘the Board) reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company which form part of the Annual Report.

F urther, a report on the performance and financial position of each of the Companys subsidiaries for the financial year ended March 31, 2024 in Form AOC-1 is attached and marked as "Annexure – I" and forms part of this report.

The policy on material subsidiary is available on the Companys website viz. https://www. mnclgroup.com/investor-relation/investor-relation-policy.

Further in accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on the Companys website i.e. https://www.mnclgroup.com/ investor-relation/investor-relation-financials-annual-reports. These documents will also be available for inspection at the registered office of the Company and of the subsidiary companies during business hours on all working days and during the Annual General Meeting.

3. JOINT VENTURES, ACQUISITIONS AND OTHER MATTERS i. Divestment of stake in Subsidiaries Companies Sale of Stake by Monarch Networth Capital Limited ("MNCL") in Monarch Networth Money Changer Private Limited, a subsidiary of MNCL

During the year, Monarch Networth Capital Limited ("MNCL") has sold its entire stake aggregating 100% of the Paid-up Equity Share Capital in Monarch Networth Money Changer Private Limited, a subsidiary of MNCL, to Premjayanti Enterprises Private Limited. Following the completion of aforesaid sale, Monarch Networth Money Changer Private Limited ceased to be a subsidiary of MNCL and consequently that of the Company.

ii. Divestment of stake in Associate Companies Sale of Stake by Monarch Networth Capital Limited ("MNCL") in Networth Financial Services Limited, an associate of MNCL

During the year, Monarch Networth Capital Limited ("MNCL") has sold its entire stake aggregating 45.32% of the Paid-up Equity

Share Capital in Networth Financial Services Limited, an associate of MNCL, to Premjayanti Enterprises Private Limited. Following the completion of aforesaid sale, Networth Financial Services Limited ceased to be an associate of MNCL and consequently that of the Company.

4. S TATE OF COMMPANYS AFFAIRS

Discussion on state of Companys affairs has been covered as part of the Management Discussion and Analysis report.

5. SHARE CAPITAL

A s on March 31, 2024, the paid up equity capital of the company was 33,86,95,180/- i.e. 3,38,69,518 equity shares of 10/- each.

There was no change in the issued, subscribed and paid-up share capital during the year under review.

6. S TOCK EXCHANGE

The Equity Shares of the Company are listed at BSE & NSE 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.

7. TRANSFER TO GENERAL RESERVES

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

8. DIVIDEND

C onsidering good performance and strong flows, your Directors are pleased to recommend Final Dividend of 1/- per Equity Share (i.e. 10% of the Face Value) for the financial year 2023-24 subject to approval of the Members at the ensuing Annual General Meeting ("AGM").

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

Unclaimed Dividend

Regarding unclaimed dividends, as of March 31, 2024, a negligible 7.26 Lacs remains uncollected in our Unpaid Dividend Accounts. In an effort to ensure transparency and facilitate the claim process, we have published a detailed statement on our website (https://www.mnclgroup.com/ investor-relation/investor-relation-dividend) listing names, depository participant IDs, client IDs, shareholdings, and unclaimed amounts for affected shareholders.

9. EMP LOYEE STOCK OPTION SCHEME

MNCL 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.

share The Scheme is implemented through a trust route in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

(" SEBI 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 amount Employees. During the year review, no material change in the Companys existing ESOP scheme and the scheme is in compliance with SEBI Regulations. cash PursuanttotherequirementsoftheSecuritiesand Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, 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 Annual General Meeting of the Company for inspection by the members

The particulars required to be disclosed pursuant to the SEBI (Share Based Employee Benefits) Regulations, 2021 is available on the website of the Company at https://www.mnclgroup.com/ investor-relation.

10. ANNUAL RETURN

Pur suant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form No. MGT-7, is available on the Companys website and can be accessed at the web link https://www.mnclgroup.com/investor-relation/investor-relation-financials-annual-reports.

11. BO ARD & ITS COMMITTEES i. Board

The Board of the Company comprises of 6 ("Six") Directors as on March 31, 2024, the details are as below:

Sr. No. Name of the Director	DIN	Designation
1. Mrs. Manju Bafna	01459885	Chairman & Whole –Time Director
2. Mr. Vaibhav Shah	00572666	Managing Director
3. Mr. Ashok Bafna	01431472	Whole –Time Director
4. Mr. Chetan Bohra	03645353	Independent Director
5. Mr. Sathish Kumar	08735238	Independent Director
6. Ms. Avni Chouhan	08716231	Independent Woman Director

ii. Committees constituted by the Board of Directors

There are currently four Committees of the Board, as follows:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility 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 Key Managerial Personnel of the Company, in accordance with the provisions of Section 2(51) and Section 203 of the Companies Act 2013, include Mr. Gaurav Bhandari, serving as Chief Executive Officer and Mr. Nitesh Tanwar as Company Secretary & Compliance Officer.

iv. Change In Directors and Key Managerial Personnel ("KMP")

There was no change in composition of Board of Directors. However, below changes took place in Directors and Managerial Personnels of the company during the year under review:

1. Mr. Vaibhav Shah, Managing Director of the Company was re-appointed for further period of 5 years with effect from 1^st December, 2023.

2. Mrs. Hetvi Gandhi, Chief Financial Officer of the Company resigned w.e.f. closing hours of 25^th May, 2023;

3. Mrs. Rupali Verma, Company Secretary and Compliance officer of the company resigned w.e.f. closing hours of 16^th February, 2024; and

4. Mr. Nitesh Tanwar, was appointed as Company Secretary and Compliance officer of the company w.e.f. 12^th March, 2024.

v. Directors Retiring by Rotation

PursuanttotheprovisionsofSection152ofthe Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Manju Suresh Bafna (DIN: 01459885), retires by rotation and being eligible, has offered herself for re-appointment.

Mrs. Manju Suresh Bafna, Whole –Time Director retire by rotation and being eligible, offer themselves for re-appointment at the ensuing 31^st Annual General Meeting of the Company.

The Board recommends re-appointment of the above Directors.

Additional Information on directors recommended for re-appointment as required under Regulation 36 (3) of the SEBI (Listing and Obligation Disclosure

Requirements) Regulations 2015 at ensuing Annual General Meeting is given in the Notice convening 31^st Annual General Meeting.

The Company has laid down a Code of Conduct for all Board Members and Senior Management of the Company. All Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct. The Code of Conduct is placed on the website of the Company at https://www.mnclgroup.com/investor-relation/investor-relation-policy.

vi. Meetings of Board and its committees

Throughout the reviewed fiscal year, the Board, its Committees, and the Independent Directors convened on multiple occasions. These meetings focused on strategic discussions, decision-making, and directives regarding various aspects of the Companys business operations and related matters, ensuring robust governance and adherence to our strategic objectives.

S r . Body No.	Numbers of times met during the year	Dates
1 Board	8	11th May 2023, 25th May 2023, 12th June 2023, 28th July, 2023, 23rd August 2023, 27th October, 2023, 22nd January, 2024 and 12th March, 2024
2 Audit Committee	6	11th May 2023, 25th May 2023, 28th July 2023, 23rd August 2023, 27th October 2023 and 22nd January, 2024
3 CSR Committee	1	20th October 2023
4 Nomination and Remuneration Committee	2	23rd August 2023 and 12th March, 2023
5 Stakeholders Relationship Committee	3	25th May 2023, 28th July 2023 and 23rd August 2023

The frequency and number of the aforementioned Board and committee meetings are in strict compliance with the applicable provisions of the Companies Act, 2013. A comprehensive disclosure regarding the Board, its committees, their composition, and terms of reference, along with the number of board and committee meetings held and the attendance of directors at each meeting, is meticulously detailed in the Report on Corporate Governance. This report is an integral part of the main document, underscoring our commitment to transparency and governance.

vii. Annual General Meeting/Extra-Ordinary General Meetings

Last year, the Company conducted its Annual General Meeting on September 22, 2023.

viii. Independent Directors Review Meeting

A separate meeting of the Independent Directors was convened 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.

ix. 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 Act.

These declarations include confirmations that they are not barred from holding the officeofdirectorbyanySEBIorderoranyother 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,alldirectorsoftheCompanyhave confirmed that there are no disqualifications against them for appointment as directors, in accordance with Section 164 of the Companies Act, 2013.

x. Board Evaluation

Pursuant to provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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. e. Ability to contribute to and monitor our corporate governance practices

xi. 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 andtheBoard.Thisreportaimstoenhancethe 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.

xii. Familiarisation 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 www.mnclgroup. com.

12. DIRE CTORS RESPONSIBILITY

A s required under Section 134(3)(c) of

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 accounts, the applicable accounting standards have 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 affairs of the company at the end of the financial year and of the profit of the company for that period; c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d. the directors have prepared the annual accounts on a going concern basis; e. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and 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.

13. P ARTICULARS OF REMUNERATION

The r equisite details pursuant to Section 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".

14. C ORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy of the Company indicating the activities to be undertaken by the Company which has been approved by the Board. The CSR Policy may be accessed on the Companys website at https:// www.mnclgroup.com/investorrelation/investor-relation-policy. the The report on Corporate Social Responsibility initiatives as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is given as "Annexure-III".

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the SEBI Obligations and Disclosure Requirements) Regulations, 2015 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.

16. P ARTICULARS OF LOANS, GUARANTEES

OR INVESTMENTS

Pur suant to Section 186 of Companies Act, and Schedule V of the Listing Regulations, disclosure on particulars relating to loans, advances, guarantees and investments are provided as part of the financial statements.

17. P ARTICULARS OF CONTRACTS

ARRANGEMENTS WITH RELATED PARTIES

Y our Company has in place a robust process approval of Related Party Transactions and on Dealing with Related Parties.

All contracts/arrangements/transactions entered into by the Company during the Financial Year with related parties were in the ordinary course of business and on an arms length basis.

Omnibus approval of Audit Committee is obtained for Related Party Transactions which are of repetitive nature, which are reviewed on quarterly basis by the Audit Committee as per 197 of Regulation 23 of the Listing Regulations and Section 177 of the Companies Act, 2013.

All Related Party Transactions and subsequent material modifications, if any, were placed before the Audit Committee for review and approval. Necessary details for each of the Related Party Transactions as applicable along with the justification are provided to the Audit Committee in terms of the Companys Policy on Materiality of and Dealing with Related Party Transactions and as required under SEBI Circular dated 22^nd November 2021.

The Company has not entered into Material Related Party Transactions as per the provisions of the Companies Act, 2013.

In accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the ‘Policy on Related Party Transactions, as updated is available on the Companys website: https://www.mnclgroup. com/investor-relation/investor-relation-policy.

18. 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 nancial 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 operating effectively.

19. AUDITORS i. Statutory Auditors and their Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the term of M/s. Parekh Shah and Lodha, Chartered Accountants (Firm Registration No. 107487W), Statutory Auditors of the Company expires at the conclusion of the ensuing Annual General Meeting.

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

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 (Certi cate of Practice

Number: 4279) to undertake the Secretarial Audit of the Company.

The Company has annexed to this Boards Report as "Annexure IV", a Secretarial Audit

Report for the Financial Year 2023-24 given by the Secretarial Auditor in Form MR-3. The Secretarial Audit Report does not contain any quali cation, reservation or adverse remark or disclaimer.

iii. Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year 2023-24 for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Mr. Vijay Kumar Mishra, Partner. VKM & Associates has been submitted to the Stock Exchanges and is annexed in Form MR-3 for the financial year ended 31^st March, 2024 is enclosed as "Annexure - V" to this

Report.

iv. Secretarial Audit of Material Unlisted Indian Subsidiary

There is no Material Unlisted Indian Subsidiary of the Company as on 31^st March, 2024 and as such the requirement under Regulation 24A of the Listing Regulations regarding the Secretarial Audit of Material Unlisted Indian Subsidiary is not applicable to the Company for the Financial Year 2023-24.

v. Internal Auditor

The Company has re-appointed M/S. Rushil Soni & Co., Chartered Accountants, Ahmedabad as its Internal Auditor vide Board Meeting dated 25^th May, 2023. The Internal Auditor has given his reports on quarterly basis to the Audit Committee for the F.Y. 2023-2024.

Based on the report of internal audit, management undertakes corrective action in the respective areas and strengthens the levels of Internal Financial and other operational controls.

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 Of cers 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 Auditors/ secretarial auditor/Internal auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

20. P UBLIC DEPOSITS

Thr oughout the fiscal year under review, 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.

21. C OMPLIANCE WITH SECRETARIAL

STANDARDS

The Board of Directors confirms that Monarch Networth Capital Limited has adhered to all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India. This affirmation reflects the Companys commitment to maintaining the highest standards of corporate governance.

22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY

Pur suant to Regulation 34(2)(f) of the SEBI Regulations 2015, 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, 2015, 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/investor-relation/ investor-relation-announcements.

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

23. C ORPORATE GOVERNANCE REPORT

Y our Company believes in adopting practices of corporate governance. Corporate governance principles are enshrined in the Spirit of Monarch Networth, which form 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 subcommittees and disclosure policy. As per regulation 34 read with Schedule V of Listing Obligations and Disclosure Requirements, Regulations, 2015 LODR, 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 the under the Listing Regulations, is provided as "Annexure –VI" to this Annual Report.

24. REMUNERATION POLICY

Pur suant to provisions of Section 178 the Companies Act, 2013 and SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015 and on the recommendation of the Nomination and Remuneration Committee, the Board has adopted a Policy on criteria for appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The same is also hosted on the website of the Company - https://www. mnclgroup.com/investor-relation/investor-relation-policy.

25. V IGIL MECHANISM _ WHISTLE

Listing POLICY

The Company has adopted a Vigil

/ Whistle blower Policy to deal with instance of fraud and mismanagement, if any. The Company had 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 Vigil mechanism Policy is explained in the report of Corporate Governance and also posted on the website of the Company at https://www.mnclgroup.com/investor-relation/ investor-relation-policy. We affirm that during the financial year 2023-24, no employee or director was denied access to the Audit Committee.

26. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE _PREVENTION, PROHIBITION AND REDRESSAL_ ACT, 2013

The 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/investor-relation/ investor-relation-policy.

Your Directors further state that during the fiscal year 2023-24, 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 filed during the financial year: Nil b) Number of complaints disposed of during the financial year: Nil c) Number of complaints pending as on end of the financial year: Nil

27. 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/investor-relation/investor-relation-policy.

28. 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.

29. C ONSERVATIONOFENERGY,TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pur suant 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 do not consume energy intensively. However, the Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

c. The capital investment on energy conservation equipment – Nil

B) Technology Absorption a. The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

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 - Not Applicable

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

(Figures in INR)

Particulars	Year ended	Year ended
	31st March,	31st March,
	2024	2023
Foreign exchange	Nil	73,350.60
earning
Foreign exchange	Nil	Nil
Outgo

30. MA TERIAL CHANGES AND

AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT:

Ther e are no material changes and affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. 31^st March, 2024 and till the date of the this report.

31. P ROCEEDINGS UNDER THE

AND BANKRUPTCY CODE, 2016 _31 OF 2016_

Ther e were no proceedings initiated / against your Company under the Insolvency and Bankruptcy Code, 2016.

32. DET AILS OF SIGNIFICANT AND

ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

Ther e was no significant or material passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on companys operations in future.

33. MAINTENANCE OF BOOKS OF ACCOUNTS OF COMPANY AT A PLACE OTHER THAN REGISTERED OFFICE OF THE COMPANY

In the fiscal year 2023-2024, Monarch Networth Capital Limited has relocated the maintenance of its books of accounts from the registered office to a new location. Effective from February 02, 2024, the Companys books of accounts will be kept additionally at 901/902 9^th Floor Atlanta Centre, Opp Udyog Bhavan Sonawala Road, Goregaon East, Mumbai, Goregaon East, Maharashtra, India, 400063. This strategic move is aimed at optimizing our accounting and administrative operations.

34. O THER DISCLOSURES

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

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. Issue of equity shares with differential rights as to dividend, voting or otherwise. ii. 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. iii. Voting rights which are not directly exercised by the employees in respect of shares for the subscription / purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can bene cially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

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

order v. The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence 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 is not applicable.

vi. There was no revision of financial statements and Boards Report of the Company during the year under review.

35. ACKNOWLEDGEMENT:

Y our Directors wish to place on record their gratitude and deep appreciation for the continued support and co-operation received by the Company from the shareholders, companys 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.