Monika Alcobev Ltd Directors Report

Dear Members,

Monika Alcobev Limited Mumbai

The Directors of your Company are pleased to present their 02^nd Boards Report on the business and operations of the Company (hereinafter referred to as the Company or Monika Alcobev) together with the Audited Financial Statements for the financial year ended March 31, 2024.

1. STATE OF AFFAIR, FINANCIAL PERFORMANCE AND FUTURE OUTLOOK

i) FINANCIAL RESULTS

The Financial Results of the Company for the financial year ended March 31, 2024 are summarized as under:

Particulars	Financial Year		YoY Growth (%)	Period from 17th Jan-22 to 31s* Mar-23 (15 Months - lrt year)
	l5t Apr-23 to 31s* Mar-24	1st Apr-22 to 31st Mar-23
Total Income	19,127.64	14,035.77	36.28	16,675.74
Profit/loss before providing Depreciation and Finance cost	3,372.05	2,496.82	35.05	2,940.31
Less: Depreciation and amortization	103.90	74.98	38.57	112.86
Finance Expenses (including bank charges)	965.80	523.47	84.50	623.20
Profit/loss after depreciation and Finance cost	2,302.35	1,898.37	21.28	2,204.25
Less: Extraordinary Item	-	-		-
Less: Current Tax	586.84	573.62	2.31	665.36
Less: Deferred Tax	17.13	(17.83)		(17.83)
Short/(excess) provision for tax for earlier years	-	14.76		-
Profit /Loss after tax	1,698.38	1,327.83	27.91	1,556.72
Profit /Loss after tax (% of revenue)	8.88%	9.46%	(6.13)	9.33%

ii) OPERATIONS AND PERFORMANCE REVIEW

For the financial year ended March 31, 2024, your Company demonstrated significant growth across key financial metrics. Total income increased by 36.28%, reaching *519,127.64 Lakhs, compared to ^14,035.77 Lakhs in FY 2023, reflecting strong business momentum. Profit before depreciation and finance costs rose by 35.05% to ^3,372.05 Lakhs. However, depreciation and amortization expenses grew by 38.57% to ^103.90 Lakhs as the Company has spent the amount on installation of system and process in the Company. Finance expenses surged by 84.50% to ^965.80 Lakhs, on account of increase in the borrowing costs for additional working capital requirement of the Company.

Despite these rising costs, the company posted a 21.28% increase in profit before tax amounting to ^2,302.35 Lakhs. After accounting for taxes, including current and deferred tax, the profit after tax (PAT) reached *51,698.38 Lakhs, marking a 27.91% year-on-year increase from ^1,327.83 Lakhs in FY 2023. However, the profit margin as a percentage of revenue slightly decreased from 9.46% to 8.88%, largely due to the higher finance and depreciation costs.

Overall, the Company maintained a strong top and bottom line while managing its growth and expansion efforts.

iii) CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in the business activity of the Company or in the main object of the Company.

(iv) CHANGES IN SHARE CAPITAL:

A. Authorized Share Capital:

During the Financial Year there was no change in the Authorized Share Capital of the company.

Authorized Share Capital of the Company as on March 31. 2024

Total	Equity	Preference
Rs. 2,50,00,000/-	Rs. 2,50,00,000/- (25,00,000 Equity Shares of Rs. 10 each)	NIL

B. Issued, Subscribed and Paid-up Share Capital

Issued, Subscribed and Paid-up Share Capital as on March 31, 2023

Total	Equity	Preference
Rs. 2,00,00,000/-	Rs. 2,00,00,000/- (20,00,000 Equity Shares of Rs. 10 each)	NIL

Issued. Subscribed and Paid-up Share Capital as on March 31, 2024

Total	Equity	Preference
Rs. 2,28,58,600/-	Rs.2,28,58,600/- (22,85,860 Equity Shares of Rs. 10 each)	NIL

During the year under review, the Company had allotted 2,85,860 equity shares through preferential allotment on private placement basis on January 31, 2024.

Further, there are no outstanding Equity Shares issued with differential rights, sweat equity or ESOS.

2. NUMBER OF BOARD AND COMMITTEE MEETINGS Composition of Board of Directors:

S. No.	Name of Director	Designation	Date of Appointment
1.	Mr. Bhimji Nanji Patel	Executive Director	17/01/2022
2.	Mr. Kunal Bhimji Patel	Executive Director	17/01/2022
3.	Mrs. Dhara Kunal Patel	Non-Executive Director	17/01/2022
4.	Mr. Nayan Jagdishchandra Rawai	Independent Director	23/12/2023
5.	Mr. Prasannakumar Ealiram Gawde	Independent Director	31/01/2024

The Board of Directors duly met eleven (11) times during the year under review. The details of number Board meetings are as follows:

S. No.	Date of the Board Meeting	Name ol				Directors
		Mr. Bhimji Nanji Patel		Mr. Kunal Bhimji Patel	Mrs. Dhara Kunal Patel	Mr. Nayan Jagdishchandra Rawai		Mr. Prasannakumar Baliram Gawde
1.	15/05/2023	Present				Not Applicable
2.	26/06/2023	Present				Not Applicable
3.	29/06/2023		Present				Not Applicable
4.	01/08/2023		Present				Not Applicable
5.	05/09/2023		Present				Not Applicable
6.	16/09/2023		Present				Not Applicable
7.	25/11/2023		Present				Not Applicable
8.	28/11/2023		Present				Not Applicable
9.	15/12/2023		Present				Not Applicable
10.	18/01/2024		Present
11.	31/01/2024		Present

DETAILS OF COMMITTEE MEETING: As on March 31, 2024, the Company has three committees consisting of Audit Committee, Nomination and Remuneration Committee and CSR Committee. The composition of all the committees are as per the provisions of the Companies Act, 2013.

During the year under review, the following meetings of committees were held:

a) Audit Committee Composition:

S. No.	Name of Director	Category	Designation
1.	Mr. Prasannakumar Baliram Gawde	Independent Director	Chairman
2.	Mr. Nayan Jagdishchandra Rawal	Independent Director	Member
3.	Mr. Bhimji Nanji Patel	Executive Director	Member

The audit committee duly formed on January 31, 2024 and the members of the committee duly met one (1) time during the year under review, the detail of meeting is as follows:

Date of the Committee Meeting		Name of Committee Mem	bers
	Mr. Bhimji Nanji Patel	Mr. Nayan Jagdishchandra Rawal	Mr. Prasannakumar Baliram Gawde
31/01/2024	Present	Present	Present

b) Nomination and Remuneration Committee Composition:

S. No.	Name of Director	Designation	Designation
1.	Mrs. Dhara Kunal Patel	Non-Executive Director	Chairman
2.	Mr. Nayan Jagdishchandra Rawal	Independent Director	Member
3.	Mr. Prasannakumar Baliram Gawde	Independent Director	Member

The Nomination and Remuneration Committee formed on January 31, 2024 and the members duly met one (1) time during the year under review. The detail of meeting is as follows:

Date of the Committee Meeting	Name of Committee Mem		bers
	Mr. Dhara Kunal Patel	Mr. Nayan Jagdishchandra Rawal	Mr. Prasannakumar Bafiram Gawde
31/01/2024	Present	Present	Present

c) Corporate Social Responsibility Committee Composition:

S. No.	Name of Director	Category	Designation
1.	Mr. Bhimji Nanji Patel	Executive Director	Chairman
2.	Mr. Kunal Bhimji Patel	Executive Director	Member
3.	Mr. Nayan Jagdishchandra Rawal	Independent Director	Member

The Corporate Social Responsibility Committee formed on January 18, 2024 and the members duly met one (1) time during the year under review. The detail of meeting is as follows:

Date of the		Name of Committee Members
Committee	Mr. Bhimji Nanji	Mr. Nayan Jagdishchandra	Mr. Kunal Bhimji
Meeting	Kunal Patel	Rawal	Patel
18/01/2024	Present	Present	Present

3. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, (the Act) your Directors confirm that:

(a) In the preparation of the annual accounts during the year under review, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that year.

(c) The directors had 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 had prepared the annual accounts on a going concern basis.

(e) The Company not being a listed Company is not require to lay down internal financial

controls, though Company has adopted adequate measures for operating effectively.

Explanation: For the purposes of this clause, the term "internal financial controls" means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information; and

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

4. REPORTING OF FRAUD BY STATUTORY AUDITORS

The Statutory Auditor in their report has not reported any occurrence of fraud in the Company during the year under review.

5. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR

The Company has received necessary declaration from each independent director that they meets the criteria of independence laid down in Section 149(6), Code for independent directors of the Act.

6. (i) AUDITORS REPORT

The Auditors, in their report have referred to the Notes forming part of the Final Account, considering the princ pie of the materiality; the notes are self-explanatory and do not need any further comments under section 134 of Companies Act, 2013.

(ii) STATUTORY AUDITORS

M/s. Shah Gupta & Co., Chartered Accountants (Firm Registration Number: 109574W)

was appointed as Statutory Auditors of the Company, to hold office for the first term of five consecutive financial years from the conclusion of the 1^st Annual General Meeting of the Company held on December 23, 2023, till the conclusion of the 6^th Annual General Meeting to be held in the year 2028 as required under Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

(iii) COST RECORD AND/OR COST AUDIT

The Company does not fall witnin the provisions of Section 148 of Companies Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014.

(iv) SECRETARIAL AUDIT REPORT

The Company is not meeting any threshold limit therefore the requirements of the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review, your Company has not provided loans/guarantees or made any investments under the terms of section 186 of the Companies Act, 2013 except as stated in note no. 28 to the Financial Statements of the Company for the year ended March 31, 2024.

8. RELATED PARTY TRANSACTIONS

Transactions entered by Company during the year under review, were in the ordinary course of business and at arms Icangth basis falling under section 188 (1) of the Companies Act, 2013 and for further details you are requested to refer Notes to Accounts, forming part of Financial Statements.

Further, related party transactions entered during the year under review are disclosed under Form AOC-2.

9. TRANSFER TO RESERVES

The Company has not transferred any sum to General Reserve during the year under review.

10. DIVIDEND

Your Directors, considering the good performance decided to recommend a final dividend of Rs. 10.00 (100%) per Equity Share of the face value of Rs. 10 each out of the Profits for the year ended on March 31, 2024.

The equity dividend outgo for the year ended on March 31, 2024 would absorb a sum of Rs. 2,28,58,600 resulting in a payout of 13.46% of the net profit of the Company.

Dividend will be payable subject to approval of members at the ensuing Annual General Meeting to those Shareholders whose names appear in the Register of Members as on the Record date for the purpose of Dividend.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNING & OUTGO

I. CONSERVATION OF ENERGY:

a. The steps taken or impact on conservation of energy-

The company is putting continuous efforts to reduce the consumption of energy and maximum possible saving of energy.

b. The steps taken by the company for utilizing alternate sources of energy-

The Company has used alternate source of energy, whenever and to the extent possible.

c. The capital investment on energy conservation equipments-

No Capital investment has been done by the Company during the year under review.

II. TECHNOLOGY ABSORPTION:

a. the effort made towards technology absorption-

The Company operates in the tading sector, where minimal technology input is required. However, to strengthen its systems and processes, the Company has incurred expenses, though no significant implementation or use of technology has been carried out during the year under review.

b. the benefits derived like product improvement, cost reduction, product development or import substitution-

The Company always aim to innovate its product and process and thereby continuous efforts are being put for product improvement, cost reduction, product development and strategies for import substitution. No specific activity has been done by the Company.

c. in case of imported technology imported during the last three years reckoned from the beginning of the financial year

No technology has been imported.

d. the expenditure incurred on Research & Development

Looking into the nature of Companys business, it has not spent any amount on Research & Development during the year under review.

III. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has the following foreign exchange earnings and outgo:

Particulars	1* Apr-31st Mar 24	17th Jan 22-31st March 23
Foreign exchange earnings	7,386.41	2,162.74
Foreign exchange outgo	7,718.54	5,938.69

13. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of operations. These systems are routinely tested and certified by Statutory cover all offices, warehouses and key business areas, significant audit observations and follow up actions thereon are reported to the Management. The Board of Directors reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys risk management systems.

14. CORPORATE SOCIAL RESPONSIBILITY STATEMENTS

The details about the initiatives taken by the Company on Corporate Social Responsibility (CSR) activities during the year are as per the annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure - I to this Report. The policy is available on the website of the Company www.monikaalcobev.com.

15. ANNUAL EVALUATION OF PERFORMANCE OF BOARD

The Company is not required to carry formal annual evaluation by the Board of its own performance and that of its committees and individual directors pursuant to Section 134 (3) (p) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014. Although, Directors of the Company are vigilant towards their duties and responsibilities as Directors of the Company.

16. VOTING RIGHTS OF EMPLOYEES

During the year under review, the company has not given loan to any employee for purchase of its own shares as per section 67 (3) (c) of Companies Act, 2013. Therefore, the company not required to made disclosure as per rule 6 (4) of Companies (Share Capital and Debentures) Rules, 2014.

17. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not issued shares under Employees Stock Options Scheme pursuant to provisions of Section Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014). Thus, no voting rights have been exercised by any employee.

18. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

The Company has not issued Sweat Equity Shares pursuant to provisions of Section 54 read with Rule 8 of Companies (Share Capital and Debenture Rules, 2014) during the year under review.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there were following changes in Board of the Directors of the Company:

Name of the Director	DIN	Date of appointment	Designation	Appointment/ Resignation/ Change in Designation
Mr. Nayan Jagdishchandra Rawal	00184945	23/12/2023	Independent Director	Appointment
Mr. Prasannakumar Baliram Gawde	01456510	31/01/2024	Independent Director	Appointment

Also, Mr. Bhimji Nanji Patel, director of the Company, who retires by rotation at this meeting and being eligible, offers himself for re-appointment which has been proposed to shareholders in the convening Annual General Meeting to appoint the same by passing the resolution as stated in the Notice.

In view of the status of the Company, it is not required to appoint Key Managerial Personnel under the provisions of Section 203 of the Companies Act, 2013 and rules made there under.

DISQUALIFICATIONS OF DIRECTORS

During the year under review, declarations were received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and found that none of the directors were disqualified for holding the office as director.

The Company has received necessary declarations from the Independent Directors stating that they meet the prescribed criteria for independence and complied with the code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

20. SUBSIDIARY, ASSOCIATE COMPANIES AND JOINT VENTURE

During the year under review, the Company does not have any subsidiaries, joint ventures or associate companies.

21. DEPOSITS

The Company has not accepted any deposits from public within the meaning of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. However, the Company has the following outstanding loans as on March 31, 2024:

s. No.	Particulars	Amount (in INR Lakhs)
1.	A loan or facility from any banking company	11,244.89
2.	Loan from Directors	1070.50

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts/ Tribunals impacting the going concern status of the Company and its future operations.

23. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The internal control system with respect to financial statements and their adequacy has been duly taken care by Audit Committee of the Company and review by the Board of Director of the Company. The internal controls exist in the system and sufficient measures are taken to update the internal control system, as and when needed. The system also ensures that all transactions are appropriately authorized, recorded and reported as and when required.

24. ESTABLISHMENT OF VIGIL MECHANISM

The Company believes in conducting its affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. In order to achieve the same, the Company has formulated a Whistle Blowers Policy to provide a secure environment and to encourage all employees and Directors of the Company, Members, customers, vendors and/ or third party intermediaries to report unethical, unlawful or improper practices, acts or activities in the Company if any and to prohibit managerial personnel from taking any adverse action against those employees who report such practices in good faith. The Whistle Blower Policy is available on the website of the Company.

25. COMMISSION RECEIVED BY DIRECTORS FROM HOLDING/SUBSIDIARYCOMPANY

During the year under review, since there is no Holding and Subsidiary Company, none of the director of the company is in receipt of the commission or remuneration from holding

or subsidiary company of the company, if any as provided under section 197 (14) of Companies Act, 2013.

26. PARTICULARS OF EMPLOYEES

None of the employee of the company is drawing remuneration of Rs. 1,02,00,000/- (Rupees One Crore and Two Lakh) per annum or more if employed throughout the Financial Period or Rs. 8,50,000/- (Rupees Eight Lakh and Fifty Thousand) per month if employed for a part of the Financial Year. Further, also that none of the employee was in receipt of remuneration in excess of that drawn by the Managing Director or Whole-time Director or Manager (wherever they are appointed), and does not hold by himself or along with his spouse and dependent children, 2 (two) percent or more equity shares of the Company.

27. SECRETARIAL STANDARDS

During the year under review, Your Company has complied with all the applicable Secretarial Standards.

28. VISHAKA COMMITTEE

The Company has duly constituted Internal Complaint Committee under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There is no complaint from any person pursuant to provisions of the said Act.

29. APPLICATIONS/PROCEEDINGS UNDER IBC,2016

During the year under review, there were no applications/ proceedings pending under Insolvency and Bankruptcy Code, 2016 at the end of the year 2024.

30. VALUATION OF ASSETS

As the company has not made any settlements, there was no difference in valuation of the assets of the company at the time of one-time settlements v/s at the time of borrowing funds from the banks and financial institutions.

31. OTHER STATUTORY DISCLOSURES

Extract of Annual Return

Pursuant to the Companies (Management and Administration) Amendment Rules, 2021 notified by Ministry of Corporate Affairs on March 11, 2021 the requirement of enclosing MGT-9 to the Boards Report has been eliminated. Accordingly, MGT-9 has not been enclosed in the report.

Further the Company has a website. Accordingly, the Annual Return will be placed on the website as per Section 92(3) read with Section 134(3)(a) of the Act.

Weblink: https://monikaalcobev.com/investors

35. ACKNOWLEDGEMENT

Your Directors are also thankful to the Members of the Company for their faith and confidence in the Management of the Company.

	For & on behalf of Board of Directors of MONIKA ALCOBEV LIMITED
Place: Mumbai	BHIMJI NANJI PATEL	KUNAL BHIMJI PATEL
Date: September 06, 2024	DIRECTOR	DIRECTOR
	DIN:00253030	DIN:03039030