Monarch Networth Capital Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present their 33rd (Thirty-third) Report together with the audited financial statements of your Company for the Financial Year ended March 31, 2026 ("FY 2025-26").

1. FINANCIAL PERFORMANCE AND OPERATIONAL HIGHLIGHTS

The Audited Financial Statements of your Company as on March 31, 2026, 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").

Particulars	Standalone FY 2026	Standalone FY 2025	Consolidated FY 2026	Consolidated FY 2025
Revenue from Operations	36,834.15	32,238.88	37,217.15	32,680.49
Other Income	90.86	57.36	110.48	116.96
Total Income	36,925.01	32,296.24	37,327.63	32,797.45
Total Expenses	12,880.07	13,653.13	12,895.58	13,523.95
Profit before exceptional and extraordinary items	24,044.94	18,643.11	24,432.05	19,273.50
Extraordinary items - Prior Period Expenses	(0.18)	(5.84)	(0.18)	(5.85)
Profit before Tax	24,044.76	18,637.27	24,431.87	19,267.65
Current Tax	6,040.79	4,105.05	6,157.91	4,319.73
Deferred tax	141.35	78.36	156.41	11.75
Taxes for Earlier Years	(1.79)	58.70	(1.79)	9.57
Profit After Tax	17,864.41	14,395.16	18,119.34	14,926.60
Other comprehensive (loss)/income for the year	(15.31)	(6.56)	54.16	(6.61)
Total comprehensive income for the year	17,849.10	14,388.60	18,173.50	14,919.99
Earnings per equity share:
- Basic	22.58	19.43	22.91	20.15
- Diluted	22.49	19.18	22.81	19.89

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

Particular	Standalone FY 2026	Standalone FY 2025	Consolidated FY 2026	Consolidated FY 2025
a) Broking and Related Services
1) Fees and commission income	15,531.65	19,067.42	15,531.44	19,067.42
2) Interest Income	11,153.30	10,842.83	11,153.30	10,842.83
3) Net gain/(Loss) on fair value changes	10,149.20	2,328.63	10,149.20	2,328.63
4) Other Income	90.86	57.36	90.86	57.36
b) Non-Banking financial business	-	-	611.60	663.31
c) Insurance business	-	-	110.44	153.46
d) Others	-	-	112.60	-
Less: Inter segment revenue	-	-	(431.81)	(315.56)
Total	36,925.01	32,296.24	37,327.63	32,797.45

1. Key highlights of Standalone Financial Performance
   Gross income reported by the Company was 36,925.01 lakhs for the year ended March 31, 2026 as against 32,296.24 lakhs in the previous year, registering an increase of 14.33%. Profit before tax for the year increased by 29.01% to 24,044.76 lakhs as compared to 18,637.27 lakhs in the FY 2024-25; and Profit after tax of the Company was 17,864.41 lakhs for the year ended March 31, 2026 as compared to profit after tax of 14,395.16 lakhs in the previous year, registering an increase of 24.10%.

iii. Key highlights of Consolidated Financial Performance
Gross income for the year increased by 13.81% to 37,327.63 lakhs as compared to 32,797.45 lakhs in the FY 2024-25; Profit before tax for the year increased by 26.80% to 24,431.87 lakhs as compared to 19,267.65 lakhs in the FY 2024-25; and Profit after tax for the year increased by 21.39% to 18,119.34 lakhs as compared to 14,926.60 lakhs in the FY 2024-25.

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. RECEIPT OF SEBI REGISTRATION FOR MUTUAL FUND
   Subsequent to the close of the financial year ended March 31, 2026, a significant milestone was achieved with the grant of registration by the Securities and Exchange Board of India (SEBI) to Monarch Mutual Fund under the provisions of the SEBI (Mutual Funds) Regulations, 2026 with effect from April 1, 2026.

The registration enables Monarch Mutual Fund to commence mutual fund operations in accordance with the applicable regulatory framework. This development marks the Companys strategic entry into the asset management industry and is expected to strengthen the Groups financial services platform by offering a wider range of investment products and wealth creation opportunities to investors.

The Company, as Sponsor of Monarch Mutual Fund, remains committed to maintaining the highest standards of governance, compliance, risk management, and investor service in the mutual fund business. Necessary steps are being undertaken for operationalization of the mutual fund and launch of schemes, subject to regulatory approvals and market conditions.

The Board places on record its appreciation for the guidance and support received from regulators, stakeholders, and all concerned parties in achieving this important milestone.

4. 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.
5. TRANSFER TO GENERAL RESERVES
   During the financial year, there was no amount proposed to be transferred to the general reserve on a standalone basis.
6. DIVIDEND AND DIVIDEND DISTRIBUTION POLICY
   Your Directors have recommended a final dividend of 1.00(10%) per Equity Share of 10 each (fully paid up) for FY 2025-26. The dividend is subject to approval of shareholders at the ensuing Annual General Meeting (AGM).

Dividend Distribution Policy
The dividend recommended is in accordance with your Companys Dividend Distribution Policy. The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on your Companys website and which can be accessed at https://www.mnclgroup.com/storage/mncl-dividend-distribution-policy.pdf.

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

Unclaimed Dividend
As on March 31, 2026, a nominal amount of 14.61 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

7. SUBSIDIARY/ASSOCIATES/JOINT VENTURE
   As on March 31, 2026, the Company has Five subsidiary Companies within the meaning of Section 2(87) (ii) of the Companies Act, 2013 and details of the same are provided as under:

S. No. Name	CIN	Date of Incorporation	Nature of Business
1 Monarch Networth Finserve Private Limited	U65900MH1996PTC100919	July 11, 1996	NBFC activities
2 Monarch Networth Capital IFSC Private Limited	U65929GJ2017PTC096239	March 14, 2017	Broking and allied services - Fund management entity (Retail)
3 Monarch Networth Investment Advisors Private Limited	U74140GJ2007PTC052348	December 14, 2007	Investment Advisory Services
4 Monarch Networth Asset Management Private Limited	U66301MH2025PTC455601	August 28, 2025	Act as AMC of Mutual Fund
5 Monarch Networth Trustee Private Limited	U66190MH2025PTC457977	September 25, 2025	Act as Trustees of Mutual Fund

The Company does not have any Associate or Joint Venture companies during the year under review or any time after the closure of the financial year till the date of report.

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.

Further, pursuant to the provisions of Section 136(1) of the Act, the Financial Statements for the financial year ended March 31, 2026 of the Subsidiaries of the Company is available on the website of the Company at https://www.mnclgroup.com

Material Subsidiary:
The Company has formulated a Policy for Determining Material Subsidiary in line with Regulation 16(1)(c) of the SEBI Listing Regulations as amended from time to time and the said policy is also available on the website of the Company at https://www.mnclgroup.com/storage/policy-for-determining-material-subsidiary.pdf

The Company does not have any material subsidiary as on March 31, 2026.

Incorporation of Wholly Owned Subsidiary and Further Investment
During the financial year under review, the Company incorporated following two Wholly Owned Subsidiary ("WOS"):

S. No. Name	CIN	Date of Incorporation	Main Objects	Initial Capital
1 Monarch Networth Asset Management Private Limited	U66301MH2025PTC455601	August 28, 2025	Act as AMC of Mutual Fund	10 Lakhs
2 Monarch Networth Trustee Private Limited	U66190MH2025PTC457977	September 25, 2025	Act as Trustees of Mutual Fund	10 Lakhs

Subsequent to the incorporation of Monarch Networth Asset Management Private Limited, the Company made further investments in its equity share capital to support its business operations and to meet regulatory requirements. During the financial year, the Company subscribed to equity shares issued by the subsidiary through two rights issues, details of which are as under:

a) On November 6, 2025, the Company subscribed to 9,00,000 equity shares of face value 10 each, issued at 10 per share, aggregating to 90,00,000 (Rupees Ninety Lakhs).
b) On January 12, 2026, the Company subscribed to 1,00,00,000 equity shares of face value 10 each, issued at a price of 59 per share (including a premium of 49 per share), aggregating to 59,00,00,000 (Rupees Fifty Nine Crores).

As on March 31, 2026, Monarch Networth Asset Management Private Limited and Monarch Networth Trustee Private Limited continued to be wholly owned subsidiaries of the Company, and the Company held 100% of their paid-up equity share capital.

Performance and Financial Position of the Subsidiary
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 and 8(1) of the Companies (Accounts) Rules, 2014, a Report on the performance and financial position of the Subsidiary Companies is included in the Consolidated Financial Statement and their contribution to the overall performance of the Company, is provided in Form AOC-1 under "Annexure-A" and forms an integral part of this Annual Report.

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.

The Company monitors the performance of its Subsidiary Companies, inter alia, by the following means:
a. Quarterly review of financial statements and key financial indicators of the subsidiary by the Companys Audit Committee; and
b. Minutes of the Board Meetings of the Subsidiary Companies are placed before the Companys Board regularly;

8. 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 March 31, 2026, 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.
9. 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.
10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
    In 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.
11. 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 - B".

12. SHARE CAPITAL
    (a) Authorized Share Capital
    As on March 31, 2026, the Authorized Share Capital of the Company stood as under:

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

(b) Issued, Subscribed and Paid up Share Capital
As on March 31, 2026, the paid-up equity share capital of the Company stood at ? 79,26,83,380/- (Rupees Seventy-Nine Crores Twenty-Six lakhs Eighty Three Thousand Three Hundred and Eighty only), comprising 7,92,68,338 (Seven Crore Ninety-Two Lakh Sixty-Eight Thousand Three Hundred and Thirty-Eight) equity shares of ? 10/- each.

Issue of Equity Shares pursuant to exercise of ESOPs:
During the year under review, pursuant to the resolutions passed by the Nomination and Remuneration Committee on June 13, 2025 and August 5, 2025, the Company allotted 7,76,400 (Seven Lakhs Seventy-Six Thousand Four Hundred) and 31,000 (Thirty-One Thousand) equity shares, respectively, of face value ?10/- (Rupees Ten only) each to the Monarch Networth Capital Limited Employees Welfare Trust ("Trust"), established for the implementation of the Monarch Networth Capital Limited Employees Stock Options Scheme - 2021 ("ESOS 2021" or "Scheme").

The aforesaid allotments were made for the purpose of onward transfer of such shares by the Trust to eligible employees upon the valid exercise of stock options granted under the Scheme, in accordance with the terms of the Scheme and applicable laws.

13. BOARD & ITS COMMITTEES
    i. Board
    The Board of the Company comprises of 6 ("Six") Directors as on March 31, 2026, 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
6	Dr. Anish Sugathan	08256871	Independent Director

Changes in Directors
During the year under review, upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors approved the appointment of Dr. Anish Sugathan (DIN: 08256871) as a Non-Executive Independent Director of the Company for a term of five consecutive years with effect from April 22, 2025, to fill the vacancy arising upon completion of the tenure of an Independent Director.

Further, Mr. Sathish Kumar Pazhamalai (DIN: 08735238), whose first term as a Non-Executive Independent Director concluded on April 16, 2025, was re-appointed as an Independent Director for a second term of five consecutive years, based on the recommendation of the Nomination and Remuneration Committee. The appointments of Dr. Anish Sugathan and Mr. Sathish Kumar Pazhamalai as Independent Directors were approved by the shareholders through Postal Ballot.

Further, the Board of Directors, at its meeting held on July 23, 2025, upon the recommendation of the Nomination and Remuneration Committee, approved the re-appointment of Mr. Ashok Daulatraj Bafna (DIN: 01431472) as Whole-time Director of the Company for a further term of five consecutive years commencing from August 20, 2025 and ending on August 19, 2030 (both days inclusive).

At the same meeting, the Board also approved the re-appointment of Ms. Avni Chouhan (DIN: 08716231) as an Independent Director of the Company for a second term of five consecutive years commencing from August 20, 2025 and ending on August 19, 2030 (both days inclusive).

The re-appointments of Mr. Ashok Daulatraj Bafna as Whole-time Director and Ms. Avni Chouhan as Independent Director were approved by the shareholders at the Annual General Meeting held on September 26, 2025. The Board places on record its appreciation for the valuable guidance and contribution made by all the Directors towards the growth and governance of the Company. The terms and conditions of appointment of Independent Directors are available on the website of the Company at https://www.mnclgroup.com/storage/terms-of-Appointment-of-independent-director.pdf

The Directors on the Board are persons with proven competency, integrity, experience, leadership qualities, financial and strategic insights. They have a strong commitment to the Company and devote sufficient time to the Meetings.

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. Vaibhav Jayantilal Shah (DIN: 00572666), Managing Director, is liable to retire by rotation at the ensuing 33rd Annual General Meeting and being eligible, has offered himself for re-appointment.

The Board of Directors recommends the re-appointment of Mr. Vaibhav Jayantilal Shah 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 33rd Annual General Meeting of the Company.

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:
Mr. Shailen Ramesh Shah - Group Director & KMP
Mr. Gaurav Bhandari - Chief Executive Officer
Mr. Nitesh Tanwar - Company Secretary & Compliance Officer
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 ("KMP")
During the year under review, the Board of Directors, at its meeting held on January 22, 2026, approved the appointment of Mr. Shailen Ramesh Shah as Group Director and Key Managerial Personnel (KMP) of the Company with effect from January 22, 2026.

iv. 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	5	April 22, 2025, May 27, 2025, July 23, 2025, November 14, 2025 and January 22, 2026
2 Audit Committee	4	May 27, 2025, July 23, 2025, November 14, 2025 and January 22, 2026
3 Corporate Social Responsibility Committee	2	May 27, 2025 and January 22, 2026
4 Nomination and Remuneration Committee	6	April 16, 2025, June 13, 2025, July 23, 2025, August 5, 2025, November 14, 2025 and January 22, 2026
5 Stakeholders Relationship Committee	1	January 22, 2026
6 Risk Management Committee	2	July 23, 2025 and January 22, 2026
7 Management Committee	10	June 9, 2025, June 24, 2025, July 28, 2025, August 21, 2025, September 30, 2025, October 28, 2025, December 8, 2025, January 12, 2026, February 16, 2026 and March 24, 2026

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 on Corporate Governance which forms part of this report.

v. 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) Annual General Meeting on September 26, 2025 for adoption of financial statements; and
(2) Postal Ballot dated May 26, 2025 for appointment of Dr. Anish Sugathan (DIN: 08256871) as Independent Director for 5 years and re-appointment of Mr. Sathish Kumar Pazhamalai (DIN: 08735238) as an Independent Director.

vi. Independent Directors Review Meeting
A separate meeting of the Independent Directors was convened on January 22, 2026 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.

vii. 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. 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.

All Independent Directors of the Company have valid registrations in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and have complied with the applicable proficiency and renewal requirements prescribed thereunder.

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.

viii. 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.

ix. 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.mnclgroup.com/miscellaneous.

14. 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. 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.

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/storage/csr-policy.pdf.

As per the Companies Act, 2013, The Company was required to spend at least 2% of its average net profits for the three immediately preceding financial years towards CSR activities, amounting to 245.15 Lakh. Accordingly, the Company spent 246.54 Lakh towards CSR activities during FY 2025-26, resulting in an excess expenditure of 1.39 Lakh. The report on Corporate Social Responsibility initiatives as required under CSR Rules is given as "Annexure-C".

16. 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.
17. 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 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.

Members 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, The Company has entered into related party transactions pursuant to omnibus approvals granted by the Audit Committee, in accordance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations. Such transactions are reviewed by the Audit Committee on a quarterly basis.

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/storage/related-party-transaction-policy.pdf.

18. INTERNAL FINANCIAL CONTROLS
    The Company has established adequate Internal Financial Controls ("IFC") with reference to Financial Statements in accordance with the provisions of Section 134(5)(e) of the Act. The IFC framework is designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of Financial Statements in accordance with applicable Accounting Standards. The framework ensures orderly and efficient conduct of business, adherence to applicable policies, laws and regulations, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The internal audit function, along with management oversight, evaluates the adequacy and operating effectiveness of controls on an ongoing basis. The Audit Committee periodically reviews internal audit reports, risk assessments, and management responses to strengthen the overall control environment.

Based on such review, the Board of Directors confirms that the Internal Financial Controls with reference to Financial Statements were adequate and operating effectively during the Financial Year 2025-26, commensurate with the size, scale, and complexity of the Companys operations.

The Statutory Auditors have also issued their report on the adequacy and operating effectiveness of IFC under Section 143(3)(i) of the Act, which forms part of the Annual Report.

19. CREDIT RATING
    The details of credit ratings obtained from Credit Rating Agencies during the financial year ended March 31, 2026 are covered in the Report on Corporate Governance.
20. SUCCESSION PLAN
    The Securities and Exchange Board of India ("SEBI") has mandated the need for a succession policy pursuant to Regulation 17(4) of the SEBI Listing Regulations for ensuring that investors do not suffer due to sudden or unplanned gaps in leadership. Succession planning is essential for business continuity and growth, enabling identification of key roles, talent with requisite skills, and timely new recruitment, if required. The Companys framework assesses factors including directors current tenure, anticipated Board and senior management vacancies/recruitment, skill gaps, if any and diversity to ensure seamless transitions. To support long-term sustainability, a structured mechanism identifies and develops talent pipelines for future leadership needs, with the Nomination and Remuneration Committee ("NRC") overseeing Board and senior management succession as per Company policy.

In compliance with the Regulations the Company has also placed a policy for Succession Planning on the website of the Company at https://www.mnclgroup.com/storage/succession-planning-policy.pdf

21. PUBLIC DEPOSITS
    During the year under review, the Company has not accepted or renewed any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (as amended from time to time). Further there were no outstanding deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (as amended from time to time) at the end of financial year 2025-26.
22. 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.
23. 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 (31st) Annual General Meeting ("AGM") of your Company held on September 20, 2024, approved the appointment of M/s. M S K A & Associates LLP, 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 (36th) Annual General Meeting for FY 2028-29.

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 Regulation 24A of the SEBI Listing Regulations, the Company has approved the appointment of Mr. Vijay Kumar Mishra, Partner, VKM & Associates, Mumbai, Peer Reviewed Practicing Company Secretary (Firm Registration 1.1846/2022, Certificate of Practice No.:4279 and Membership No.5023),as the Secretarial Auditor of the Company for a term of five (5) consecutive financial years, commencing from Financial Year 2025-26 to Financial Year 2029-30, at the previous Annual General Meeting of the Company.

The Secretarial Audit Report is appended as "Annexure D" to the Boards Report. The Secretarial Audit Report does not contain any qualification, reservation or disclaimer. The Report contains an observation regarding the non-compliance with Regulation 17(1) of the SEBI Listing Regulations during the period from April 1, 2025 to April 21, 2025, which was subsequently rectified with effect from April 22, 2025 and the applicable fines imposed by the Stock Exchanges have been paid.

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 March 31, 2026 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 March 31, 2026 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 March 31, 2026.

v. Internal Auditor
The Board of Directors at their meeting held on May 27, 2025 had appointed M/s. Rushil Soni & Co., Chartered Accountants, as Internal Auditors of the Company for the financial year ended March 31, 2026, 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 has not reported any fraud under Section 143(12) of the Companies Act, 2013. The Secretarial Auditor has also not reported any fraud or other matter requiring reporting under the applicable secretarial audit framework

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.

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. REPORT ON CORPORATE GOVERNANCE
    Your Company believes in adopting best practices of corporate governance. Corporate governance principles are enshrined in the spirit of Monarch Network Capital Limited, which forms the core values of the Company. These guiding principles are also articulated through the Companys code of 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

26. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR
    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/storage/nrc-policy.pdf.

https://www.mnclgroup.com/storage/nrc-policy.pdf.

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. 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.mnclgroup.com/mncl-policies.

We affirm that during the FY 2025-26, 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
    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/storage/sexual-harassment-policy.pdf

Your Directors further state that during the FY 2025-26, 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
    (i) Risk Management Policy
    The Company has a well-defined risk management framework that is embedded into its operational and strategic processes. The framework enables systematic identification, assessment, and mitigation of risks, ensuring continuity of business operations and informed decision-making. Key business risks and their mitigation strategies are reviewed periodically and are integrated into the Companys annual and strategic business planning processes. The risk management framework is supported by robust mitigation controls and a structured reporting mechanism that ensures timely escalation and resolution of risk-related matters.

In compliance with Regulation 21 of the SEBI Listing Regulations, the Board of Directors has constituted a Risk Management Committee. The Committee is entrusted with the responsibility of overseeing the Companys risk management plans, monitoring emerging risks, reviewing the adequacy of mitigation measures, and ensuring that the overall risk management framework remains relevant and effective in the face of evolving business and regulatory environments.

The Board is of the opinion that the risk management framework of the Company is adequate and commensurate with the nature, size, and complexity of its operations. Details of the composition of the Risk Management Committee, its terms of reference, and meetings held during the Financial Year are provided in the Report on Corporate Governance forming part of the Annual Report.

(ii) Risk Management Report
Pursuant to the provisions of Section 134(3)(n) of the Act and Regulation 21 of SEBI Listing Regulations, the Company has a robust and structured Risk Management framework in place.

The Board of Directors has constituted a Risk Management Committee which is responsible for overseeing the identification, assessment, monitoring, and mitigation of material risks that could potentially impact the business objectives and operations of the Company. The Board is satisfied that there are no risks which in its opinion threaten the existence of the Company.

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 - The technology initiatives undertaken by the Company have contributed to improved operational efficiency, enhanced digital customer experience, automation of business processes, strengthening of information security controls and improved service delivery.
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:
    Except as disclosed elsewhere in this Report, there have been no material changes or commitments affecting the financial position of the Company between the end of the financial year ended March 31, 2026 and the date of this Report, which may have an impact on the financial position, operations or the status of the Company as a going concern.
33. INSIDER TRADING CODE
    The Company has in place a Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons in compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time ("PIT Regulations").

The Company has also adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("UPSI"), which includes a Policy for Determination of Legitimate Purpose, in accordance with the requirements of the PIT Regulations.

Further, the Company has established and maintained adequate internal controls and systems, including a Structured Digital Database (SDD), to ensure compliance with the provisions of the PIT Regulations. The Company has complied with the requirements relating to preservation of UPSI, maintenance of records and monitoring of trading activities by designated persons during the year under review.

34. CODE OF CONDUCT
    Pursuant to the provisions of Regulation 26(3) of the SEBI Listing Regulations the Company has formed a Code of Conduct for Board and Senior Management Personnel of the Company which is uploaded on the website of the Company at https://www.mnclgroup.com/storage/code-of-conduct-bod-&-senior-management.pdf The Code reflects highest standard of personal and professional integrity, honesty and ethical conduct in the discharge of duties and promote professionalism in the Company. The Codes have been circulated to the Directors and Senior Management Personnel and have been duly complied by them.
35. CEO / CFO CERTIFICATION
    Pursuant to the requirements of Regulation 17(8) read with Schedule II of the SEBI Listing Regulations, the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the Company have issued the prescribed certification to the Board of Directors. The certification confirms that the financial statements and other financial information present a true and fair view of the Companys affairs, and that appropriate internal controls and financial reporting systems are in place and operating effectively. It also confirms compliance with applicable laws and that no material irregularities have been observed during the year. The CEO/CFO Certificate forms part of the Report on Corporate Governance included in the Annual Report.
36. 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;
    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;

1. 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 2025-26;
2. ACKNOWLEDGEMENT
   Your 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, 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 Place: Mumbai Date: May 15, 2026

Vaibhav Jayantilal Shah Managing Director DIN: 00572666

Manju Suresh Bafna Chairman & Whole-Time Director DIN: 01459885