TO THE MEMBERS,
Your Directors are pleased to present the 43rd(Forty Third) Annual Report on the business and operations of Monind Limited ("the Company") together with the Audited Financial Statements for the Financial Year ended on March 31, 2026.
1. SUMMARY OF FINANCIAL RESULTS
A summary of the Companys Financial Results for the Financial Year 2025-2026 & 2024-2025 are as under:
Amount (Rs in Lakhs)
| Particulars | Financial Year | Financial Year |
| 2025-2026 | 2024-2025 | |
| Revenue from operation | 0 | 0 |
| Other Income | 198.56 | 0 |
| Total Income | 198.56 | 0 |
| Total Expenses | 273.50 | 253.75 |
| Profit/(Loss ) before Tax | (74.94) | (253.75) |
| Tax Expense: | - | |
| Current Tax | 1.16 | - |
| Tax for earlier Year | - | - |
| Deferred Tax | - | - |
| Net Loss after Tax | (76.10) | (253.75) |
2. STATE OF AFFAIRS OF THE COMPANY
During the financial year 2025-2026, the Company did not generate any operating income. The Company has incurred a net Loss after tax of Rs. 76.10 lakhs during the year under review as compared to net Loss of Rs. 253.75 Lakhs in the previous financial year 2024-2025.
The Board of Directors continues to monitor the business environment and remains committed to explore appropriate opportunities and take suitable measures to improve the operational and financial performance of the Company.
3. CHANGE IN THE NATURE OF BUSINESS IF ANY
There was no change in the nature of business of the Company during the year under review.
4. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT
No material changes and commitments, materially affecting the financial position of the Company or having any material impact on the operations of the company have occurred between March 31, 2026 and the date of this report.
5. DIVIDEND
In view of the losses suffered by the Company during the year under review, your directors have not recommended any dividend for the Financial Year 2025-2026.
6. TRANSFER TO RESERVES
No amount was transferred to any reserves during the year under review.
7. DEPOSITS
The Company has not accepted any deposits from the public in terms of the provisions of Section 73 of the Companies Act, 2013. Further, no amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2026.
8. SHARE CAPITAL
Authorised Share Capital
The Authorised Share Capital of the Company as on March 31, 2026 is Rs. 109,00,00,000/- (Rupees One Hundred Nine Crore only) divided into:
40,00,000 (Forty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each; 15,00,000 (Fifteen Lakh) 10% Non-Cumulative, Non-Convertible Redeemable Preference shares of Rs. 100/-(Rupees Hundred Only) each; and 90,00,000 (Ninety Lakh) 0.01% Non-Cumulative, Non-Convertible Redeemable Preference Shares of Rs. 100/- (Rupees Hundred Only) each.
Paid-Up Share Capital
The Paid-up Share Capital of the Company as on March 31, 2026 is Rs. 108,68,12,620 (Rupees One Hundred Eight Crore Sixty-Eight Lakh Twelve Thousand and Six Hundred Twenty Only) divided into:
36,81,262 (Thirty-Six Lakh Eighty-One Thousand Two Hundred Sixty-Two Only ) Equity Shares of Rs. 10/- (Rupees Ten Only) each; 15,00,000 (Fifteen Lakh) 10% Non-Cumulative, Non-Convertible Redeemable Preference Shares of Rs. 100/-(Rupees Hundred Only) each; and 90,00,000 (Ninety Lakh) 0.01% Non-Cumulative, Non-Convertible Redeemable Preference Shares of Rs. 100/- (Rupees Hundred Only) each.
There was no change in the Share Capital of the Company during the year under review.
9. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
As on March 31, 2026, the Company has no Subsidiary, Joint venture or Associate Company and accordingly Form AOC-1 i.e. a statement containing salient features of the financial statements of subsidiaries or associate companies or Joint Ventures pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rule, 2014 is not required to be attached.
10.DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Directors
The Company has an appropriate mix of directors on its Board. As on March 31, 2026, the Board consisted of one (1) Executive Director, one (1) Non - Executive Non Independent Director and four (4) Non-Executive Independent Directors including two (2) Woman Independent Directors.
Directors are eminent individuals of diverse backgrounds with skills, experience and expertise in various areas.
During the year under review, there were following changes in the Board composition:
Based on the recommendation of Nomination and Remuneration Committee, the board of directors appointed Ms. Shweta Bansal (DIN: 08396474) as an Additional Director of the Company in the category of Non-Executive, Woman Independent Director w.e.f. August 13, 2025 in terms of Section 161(1) of the
Companies Act, 2013 and the Articles of Association of the Company, to hold office up to the next Annual General Meeting. Pursuant to the recommendation of Nomination and Remuneration Committee and the Board of Directors of the Company, the members at the Annual General Meeting held on September 29, 2025 appointed Ms. Shweta Bansal as Non-Executive Woman Independent Director of the Company for a term of 5 (five) consecutive years with effect from August 13, 2025 to August 13, 2030 (both days inclusive).
Based on the recommendation of Nomination and Remuneration Committee, the board of directors appointed Mr. Sandeep Kumar (DIN: 07635851), as an Additional Director of the Company in the category of Non-Executive Independent Director w.e.f. February 13, 2026 in terms of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company. Pursuant to the recommendation of Nomination and Remuneration Committee and the Board of Directors of the Company, the members of the Company through Special Resolution passed by postal ballot on May 05, 2026 (deemed to be passed on May 02, 2026) appointed Mr. Sandeep Kumar as Non-Executive Independent Director of the Company for a term of 5 (five) consecutive years with effect from February 13, 2026 to February 12, 2031 (both days inclusive).
Mr. Mahesh Kumar Sharma (DIN: 07504637) Whole-Time Director & Key Managerial Personnel whose term of five year completed on May 06, 2026. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on February 13, 2026, approved the re-appointment of Mr. Mahesh Kumar Sharma as Whole-Time Director ("WTD") & Key Managerial Personnel ("KMP") of the Company for a further period of five (5) years with effect from May 07, 2026 to May 06, 2031 (both days inclusive). Further, the members of the Company through Ordinary Resolution passed by postal ballot on May 05, 2026 (deemed to be passed on May 02, 2026) reappointed Mr. Mahesh Kumar Sharma as WTD & KMP of the Company for a term of 5 (five) years, who shall be liable to retire by rotation with effect from May 07, 2026 to May 06, 2031 (both days inclusive).
As on March 31, 2026, the Board consisted the following Directors:
| S. No. | Name of the Director | Designation | Date of appointment |
| 1 | Ms. Babika Goel* (DIN: 07060202) | Independent Director | 14/02/2015 |
| 2 | Mr. Mahesh Kumar Sharma (DIN:07504637) | Whole-Time Director & CFO | 07/05/2016 |
| 3 | Mr. Keshav Sharma (DIN:08275228) | Non Executive Non- Independent Director | 30/05/2019 |
| 4 | Mr. Umesh Kumar Shukla** (DIN: 00180433) | Independent Director | 10/08/2022 |
| 5 | Ms. Shweta Bansal (DIN:08396474) | Independent Director | 13/08/2025 |
| 6 | Mr. Sandeep Kumar (DIN:07635851) | Additional Independent Director | 13/02/2026 |
* Ms. Babika Goel (DIN: 07060202) resigned from the position of Independent Director w.e.f. April 09, 2026.
** Mr. Umesh Kumar Shukla (DIN: 00180433) resigned from the position of Independent Director w.e.f. July 31, 2026.
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Companys Articles of Association, Mr. Mahesh Kumar Sharma (DIN: 07504637), Whole-Time Director of the Company liable to retire by rotation at the forthcoming 43rd Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing 43rd Annual General Meeting.
A brief resume, nature of expertise, details of directorships held in other companies of the Director proposed to be appointed/re-appointed, along with his shareholding in the Company, as stipulated under the Secretarial Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), form part to the Notice of the ensuing Annual General Meeting.
KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the applicable rules made thereunder, the following persons were designated as the Key Managerial Personnel of the Company as on March 31, 2026:
| S.No. | Name of Key Managerial Personnel | Designation |
| 1 | Mr. Mahesh Kumar Sharma | Whole-Time Director & CFO |
| 2 | Ms. Ritika Ahuja | Company Secretary and Compliance Officer |
There were no changes in the composition of Key Managerial Personnel of the Company.
11. DECLARATIONS BY INDEPENDENT DIRECTORS
The Company has received declarations from each of the Independent Directors of the Company under section 149(7) of the Companies Act, 2013 confirming that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI LODR Regulations and there has been no change in the circumstances which may affect their status as Independent Directors. Further, they have enrolled themselves in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied with the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Companies Act, 2013 and applicable rules thereunder) of all Independent Directors on the Board including those appointed during the Financial Year.
During the FY 2025-2026 separate meeting exclusively of Independent Directors was held on May 29, 2025.
12. APPOINTMENT AND REMUNERATION POLICY
The Nomination and Remuneration Committee is authorized to determine the criteria of appointment of Directors and to identify candidates for appointment to the Board of Directors. In evaluating the suitability of a person for appointment / re-appointment as a Director, the Committee takes into account the eligibility, qualification, skills, expertise, track record, integrity of the appointee. The Committee also assesses the independence of directors at the time of their appointment / re-appointment as per the criteria prescribed under the provisions of the Companies Act, 2013, the rules made thereunder and the SEBI LODR Regulations.
The Company has the Remuneration Policies in place for remuneration of Directors (Executive and Non-Executive), Key Managerial Personnel, Senior Managerial Personnel and other employees in line with the requirement of the Act, SEBI LODR Regulations.
The relevant Policy(ies) are being updated regularly and have been uploaded on the website of the Company and can be accessed through the link http://www.monnetgroup.com/pdfs/mil/Director-Remuneration-Policy.pdf
13. ANNUAL BOARD EVALUATION
In terms of provisions of the Companies Act, 2013 and Regulation 17(10), 19(4) and Part D of Schedule II of the SEBI LODR Regulations, the Board conducts an annual performance evaluation of its own performance, the performance of the Directors individually as well as the evaluation of the working of its Committees through questionnaire designed with qualitative parameters and feedback based on ratings and open comments.
The Board has adopted Performance Evaluation Policy ("Policy") for carrying out the evaluation of Board as whole, the Board Committees and individual Directors including Independent Directors. The Policy covers the performance evaluation criteria of all the directors including independent directors. The criteria covered to conduct the evaluation process includes contribution to and monitoring of corporate governance practices, knowledge & update of relevant areas, participation in the long term strategic planning and fulfillment of Directors obligations and fiduciary responsibilities, including but not limited to, active/effective participation at the Board and Committee meetings, representation of stakeholder interest and enhancing shareholders value etc.
The Board has carried out the annual performance evaluation of the Board as whole, all the Board Committees and individual Directors for the FY 2025-2026 in May 2026 as per the parameters prescribed in the evaluation forms provided in the Policy for evaluation of Board as whole, the Board Committees and individual Directors which include various aspects of Boards functioning.
Further, Independent Directors have also carried out the performance evaluation of Board as a whole, Non-Independent Directors and Chairperson of the Company in their meeting held on May 29, 2026 for the FY 2025-2026.
The Board of Directors expressed their satisfaction with the Policy and Annual Performance Evaluation process and evaluation results.
14 . MEETINGS OF THE BOARD OF DIRECTORS
During the financial year ended March 31, 2026, four (4) meetings of the Board of Directors were convened and held, the details of which are as under:
| S.No. | Board Meeting | Total Strength of the Board | No. of Directors Present |
| 1 | 29.05.2025 | 4 | 4 |
| 2 | 13.08.2025 | 4 | 4 |
| 3 | 13.11.2025 | 5 | 5 |
| 4 | 13.02.2026 | 5 | 3 |
The Board of Directors met at Regular Intervals to transact business and the gap between two consecutive meetings did not exceed one hundred and twenty days.
The Company has complied with applicable provisions of SEBI LODR Regulations and the relevant Secretarial Standards issued by the Institute of Company Secretaries of India with respect to the Board Meetings.
Attendance of Directors at Board Meetings during the F.Y 2025-2026 are as under:
| Name of Director(s) | 29.05.2025 | 13.08.2025 | 13.11.2025 | 13.02.2026 |
| Ms. Babika Goel (DIN: 07060202) | P | P | P | A |
| Mr. Mahesh Kumar Sharma (DIN:07504637) | P | P | P | P |
| Mr. Keshav Sharma (DIN:08275228) | P | P | P | P |
| Mr. Umesh Kumar Shukla (DIN: 00180433) | P | P | P | A |
| Ms. Shweta Bansal* (DIN: 08396474) | NA | NA | P | P |
| Mr. Sandeep Kumar** (DIN: 07635851) | NA | NA | NA | NA |
* Ms. Shweta Bansal appointed as Independent Director w.e.f. August 13, 2025. ** Mr. Sandeep Kumar appointed as Independent Director w.e.f. February 13, 2026.
15. COMMITTEES OF THE BOARD
The Board of Directors has the following Committees:
a. Audit Committee
Your Directors have constituted the Audit committee in accordance with Section 177 of the Companies Act, 2013 read with rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 of the SEBI LODR Regulations.
During the year under review, the Audit Committee was reconstituted on August 13, 2025 and subsequently reconstituted on February 13, 2026 consequent upon changes in the composition of the Board.
Four (4) meetings of the Audit Committee were held during the year ended March 31, 2026 on May 29, 2025, August 13, 2025, November 13, 2025 and February 13, 2026.
The Board of Directors of the Company has accepted all the recommendations received from the Audit Committee.
The composition of the Audit Committee as on March 31, 2026 is as follows:
| Name of Members | Member/ Chairman |
| Ms. Shweta Bansal | Chairman |
| Mr. Keshav Sharma | Member |
| Mr. Sandeep Kumar | Member |
The attendance details of the members of Audit Committee during the F.Y. 2025-2026 are as follows:
| Name of Members | Member/ Chairman | 29.05.2025 | 13.08.2025 | 13.11.2025 | 13.02.2026 |
| Ms. Babika Goel* | Chairman | P | P | NA | NA |
| Ms. Shweta Bansal** | Chairman | NA | NA | P | P |
| Mr. Keshav Sharma | Member | P | P | P | P |
| Mr. Umesh Kumar Shukla*** | Member | P | P | P | P |
| Mr. Sandeep Kumar**** | Member | NA | NA | NA | NA |
* Ms. Babika Goel ceased to be the Chairman of the Committee w.e.f. August 13, 2025. ** Ms. Shweta Bansal appointed as chairman of the Committee w.e.f. August 13, 2025. ***Mr. Umesh Kumar Shukla ceased to be Member of the Committee w.e.f. February 13, 2026. ****Mr. Sandeep Kumar appointed as Member of the Committeew.e.f. February 13, 2026.
Ms. Shweta Bansal, Chairman of the Audit Committee, was present at the Annual General Meeting of the Company held on Monday, September 29, 2025.
b. Nomination and Remuneration Committee
Your directors have constituted a Nomination and Remuneration Committee ("NRC") as required under the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI LODR Regulations.
During the year under review, the NRC was reconstituted on August 13, 2025 and subsequently reconstituted on February 13, 2026 consequent upon changes in the composition of the Board.
Three (3) meetings of the NRC were held during the year ended March 31, 2026 on May 29, 2025, August 13, 2025 and February 13, 2026. The requisite quorum was present for all the meetings.
The composition of the NRC as on March 31, 2026 is as follows:
| Name of Members | Member/ Chairman |
| Ms. Shweta Bansal | Chairman |
| Mr. Keshav Sharma | Member |
| Mr. Sandeep Kumar | Member |
The attendance details of the members of NRC during the F.Y. 2025-2026 are as follows:
| Name of Members | Member/ Chairman | 29.05.2025 | 13.08.2025 | 13.02.2026 |
| Ms. Babika Goel* | Chairman | P | P | NA |
| Ms. Shweta Bansal** | Chairman | NA | NA | P |
| Mr. Keshav Sharma | Member | P | P | P |
| Mr. Umesh Kumar Shukla*** | Member | P | P | P |
| Mr. Sandeep Kumar**** | Member | NA | NA | NA |
* Ms. Babika Goel ceased to be the Chairman of the Committee w.e.f. August 13, 2025. ** Ms. Shweta Bansal appointed as chairman of the Committee w.e.f. August 13, 2025. ***Mr. Umesh Kumar Shukla ceased to be Member of the Committee w.e.f. February 13,
20 26.
****Mr. Sandeep Kumar appointed as Member of the Committee w.e.f. February 13, 2026.
Ms. Shweta Bansal, Chairman of the NRC, was present at the Annual General Meeting of the Company held on Monday, September 29, 2025.
c. Stakeholders Relationship Committee
Your Board has constituted Stakeholders Relationship Committee ("STC") under the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI LODR Regulations.
During the year under review, the STC was reconstituted on August 13, 2025 and subsequently reconstituted on February 13, 2026 consequent upon changes in the composition of the Board.
Two (2) meetings of the STC were held during the year ended March 31, 2026 on August 13, 2025 and February 13, 2026. The requisite quorum was present for both the meetings.
The composition of the STC as on March 31, 2026 is as follows:
| Name of Members | Member/ Chairman |
| Ms. Shweta Bansal | Chairman |
| Mr. Keshav Sharma | Member |
| Mr. Sandeep Kumar | Member |
The attendance details of the members of STC during the F.Y. 2025-2026 are as follows:
| Name of Members | Member/ Chairman | 13.08.2025 | 13.02.2026 |
| Mr. Umesh Kumar Shukla* | Chairman | P | P |
| Ms. Shweta Bansal** | Chairman | NA | P |
| Ms. Babika Goel*** | Member | P | NA |
| Mr. Keshav Sharma | Member | P | P |
| Mr. Sandeep Kumar***** | Member | NA | NA |
* Mr. Umesh Kumar Shukla ceased to be Chairman of the Committee w.e.f. February 13, 2026. ** Ms. Shweta Bansal was appointed as Member of the Committee w.e.f. August 13, 2025 and and designated as Chairman of the Committee w.e.f. February 13, 2026. ***Ms. Babika Goel ceased to be Member of the Committee w.e.f. August 13, 2025 ****Mr. Sandeep Kumar appointed as Member of the Committee w.e.f. February 13, 2026.
The former Chairman, Mr. Umesh Kumar Shukla was present at the Annual General Meeting of the Company held on Monday, September 29, 2025. d. Executive Committee
The Executive Committee is formed to deal with urgent matters requiring immediate action of the Board of Directors before a meeting of the Board could be convened. The Minutes of the Executive Committee are placed before the Board for their review and noting in the next Board Meeting.
During the year under review, Executive Committee was reconstituted on August 13, 2025 consequent upon changes in the composition of the Board.
The composition of Executive Committee as on March 31, 2026 is as follows:
| Name of Members | Member/ Chairman |
| Mr. Keshav Sharma | Chairman |
| Ms. Shweta Bansal* | Member |
* Ms. Shweta Bansal appointed as Member of the Committee w.e.f. August 13, 2025 in place of Ms. Babika Goel, who ceased to be Member of the Committee w.e.f. August 13, 2025.
During the year under review, no meeting of the Executive committee took place.
e. Finance Committee
The Finance Committee is formed for the purpose of looking on the matters related with finance and to further make recommendation to the Board regarding such matters.
During the year under review, Finance Committee was reconstituted on February 13, 2026 consequent upon changes in the composition of the Board.
The composition of Finance Committee as on March 31, 2026 is as follows:
| Name of Members | Member/ Chairman |
| Mr. Mahesh Kumar Sharma | Chairman |
| Mr. Sandeep Kumar* | Member |
*Mr. Sandeep Kumar appointed as Member of the Committee w.e.f. February 13, 2026 in place of Mr. Umesh Kumar Shukla, who ceased to be Member of the Committee w.e.f. February 13, 2026.
During the year under review, no meeting of the Finance Committee took place.
16. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year under review were on an arms length basis and were in the ordinary course of business and were in compliance with the provisions of the Act and the applicable Accounting Standards.
The Company is exempt from compliance with the Corporate Governance provisions specified in Regulations 17 to 27 and Regulation 46(2)(b) to (i) and (t) of the SEBI LODR Regulations, in terms of Regulation 15(2) thereof. Accordingly, the provisions of Regulation 23 of the SEBI LODR Regulations relating to Related Party Transactions are not applicable to the Company.
Since all the transactions with related parties during the year were on arms length basis and in the ordinary course of business, 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 for FY 2025-2026.
The details of the transactions with related parties are provided in the notes to accompanying financial statements.
17. AUDITORS i) Statutory Auditor
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Rules framed thereunder, M/s O P Bagla & Co. LLP, Chartered Accountants (Firm Regn. No.000018N/N500091) were appointed as the Statutory Auditors of the Company at the 39th Annual General Meeting held on September 28, 2022 for a term of 5 years commencing from the conclusion of the 39th Annual General Meeting till the conclusion of the 44th Annual General Meeting.
The Auditors Report on the financial statements of the Company for the financial year ended March 31, 2026, forms part of this Annual Report. The report does not contain any qualification, reservation, or adverse remark, and therefore, no explanation by the Board is required in this regard.
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 had appointed M/s Sanjay Grover & Associates (Firm registration No P2001DE052900), Practising Company Secretaries, New Delhi as the Secretarial Auditor of the Company in its Board Meeting held on August 13, 2025 to conduct the Secretarial Audit of the Company for Financial Year 2025-2026.
The Secretarial Audit Report in Form MR-3 for the Financial Year 2025-2026 is annexed to this report as Annexure1. The Report does not contain any qualification, reservation, or adverse remark, accordingly, no explanation by the Board is required.
The amended provisions of Regulation 24A of SEBI LODR Regulations are not applicable to the Company.
Further, the Board of Directors in its Board Meeting held on August 13, 2026 has appointed M/s Sanjay Grover & Associates (Firm registration No P2001DE052900), Practising Company Secretaries, as the Secretarial Auditor of the Company to conduct the Secretarial Audit of the Company for Financial Year 2026-2027.
iii) Internal Auditor
Pursuant to Section 138 of the Companies Act 2013, the Company had appointed M/s VGG & Co. Chartered Accountants (Firm Registration No.: 031985N), as Internal Auditor of the Company in its Board Meeting held on August 13, 2025 for the Financial Year 2025-2026.
Further, the Board of Director in its Board Meeting held on August 13, 2026 has appointed M/s VGG & Co., Chartered Accountants (Firm Registration No.: 031985N) as Internal Auditor of the Company for the Financial Year 2026-2027.
18. DIRECTORS RESPONSIBILITY STATEMENT
The Company has taken utmost care in its operations, compliance, transparency, financial disclosures and financial statements have been made to give a true and fair view of Company. As required under Section 134(5) of the Companies Act, 2013 and Section 134(3)(c) of the Companies Act, 2013, and based upon the detailed representation, due diligence and inquiry thereof and the Board of Directors assures and confirm as under:
a) in the preparation of the annual financial statements for the year ended March 31, 2026, the applicable Indian Accounting Standards ("Ind AS") have been followed and there are no material departures from the same;
b) the directors had selected such accounting policies and applied 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 March 31, 2026 and of the profit and loss of the Company for that period.
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) annual financial statements for the financial year ended March 31, 2026 have been prepared on going concern basis;
e) the directors had laid down internal financial controls and same were followed by the Company and that such financial controls were adequate and were operating effectively; 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.
19. INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEM
Your Company has an effective internal financial control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal control system is commensurate with its size, scale and complexities of its operations. The internal audit was conducted by M/s VGG & Co., Chartered Accountants (Firm Registration No.: 031985N) for the FY 2025-2026.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System (MIS) which is an integral part of the control mechanism.
The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.
20. CORPORATE SOCIAL RESPONSIBILITY
The Company, at present does not fall in any of the criteria(s) as provided under section 135 of the Companies Act, 2013 and Rules made there under. Hence the provisions of Corporate Social Responsibility are not applicable on the Company.
21. LISTING OF SHARES
The Companys Equity Shares are presently listed at
a) BSE Limited
Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai-400001
b) The Calcutta Stock Exchange Limited 7, Lyons Range, Kolkata 700001
The Company has made application to The Calcutta Stock Exchange Limited for delisting of its equity shares.
The Stock Code & ISIN no. for dematerialisation of listed shares:
| S.No. | Stock Code | ISIN No. |
| 1. | 532078 | INE407E01029 |
The Annual Listing Fees for the Financial Year 2026-2027 has been paid to BSE Limited.
Further, to provide service to the Shareholders, the Company has appointed M/s MCS Share Transfer Agent Limited, 179-180, DSIDC Shed, 3rd Floor, Okhla Industrial Area, Phase-I, New Delhi-110020 as Registrar and Transfer Agent of the Company for Electronic Connectivity with NSDL and CDSL.
22. MANAGEMENT DISCUSSION & ANALYSIS REPORT
Managements Discussion and Analysis Report for the year under review detailing economic scenario and outlook, as stipulated under Schedule V of the SEBI LODR Regulations is presented in a separate section as Annexure-2 and forms an integral part of this Report.
23. RISK MANAGEMENT FRAMEWORK
Your Companys Risk Management framework is backed by strong internal control systems. The risk management framework consists of policies and procedures framed at management level and strictly adhered to and monitored at all levels. The framework also defines the risk management approach across the enterprise at various levels. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed for change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risk and future action plans.
The internal audit team periodically visits the divisions and carries out audit. The findings are periodically reviewed by the Board and Audit Committee with emphasis on maintaining its effectiveness in dynamic business environment.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO
The Company is not engaged in any business during the year. Therefore, there is nothing to be reported with respect to conservation of energy, technology absorption and foreign exchange as required to be disclosed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.
25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant or material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its operations in future except to the extent mentioned in this Report.
26. DETAILS OF FRAUDS REPORTABLE BY AUDITORS
During the year under review, the Statutory Auditors of the Company have not reported any instance of fraud committed in the Company by its officers or employees required to be disclosed in terms of Section 143(12) of the Companies Act, 2013.
27. STOCK OPTIONS SCHEME
The Company does not have any Stock Option scheme for its employees, Directors etc.
28. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, copy of the Annual Return of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is placed on the website of the Company and is accessible at the web-link: http://www.monnetgroup.com/extract-of-annual-returns-2026.php
29.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the Financial Year 2025-2026, the company has given no Loan nor Guarantees. Further, no investments covered under the provisions of Section 186 of the Companies Act, 2013 are made during the period under review.
(Please refer Financial Statements of the Company for F.Y. 2025-2026 for the investments as on March 31, 2026).
30. COST RECORDS
The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014.
31.VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The same has also been displayed on the website of the Company and the link for the same is http://www.monnetgroup.com/pdfs/mil/Monind_Whistle_Blower_Policy.pdf
During the year under review, no complaint pertaining to the Company was received under the Whistle Blower mechanism.
32.DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has adopted a Policy on Prevention of Sexual Harassment at the Workplace, in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.
The policy is applicable to all employees of the Company, including permanent, contractual, temporary, and trainees.
As the number of employees of the Company were less than ten during the financial year 2025-2026, the provisions relating to constitution of an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 were not applicable to the Company.
Further the following details related to complaints of sexual harassment:
(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 cases pending for more than ninety days: NIL
33. MATERNITY BENEFIT COMPLIANCE STATEMENT
The Company confirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961, including maternity leave as applicable, and protection against termination on account of maternity leave.
34. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as
Annexure 3.
35. CORPORATE GOVERNANCE REPORT
Pursuant to regulation 15 of SEBI LODR Regulations, the Compliance with the Corporate Governance provisions are not applicable on the Company.
36. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD REPORT
During the year under review, the company has not filed any application with the tribunal for revision of financial statements or board report in any of the three preceding financial years.
37. SHARES WITH DIFFERENTIAL VOTING RIGHTS AND SWEAT EQUITY SHARES
During the year under review, the Company has not issued any shares with differential voting rights and sweat equity shares and hence, no information as required under Section 43(a) (ii) & Section 54(1)(d) of the Companies Act, 2013 read with applicable rules is required to be disclosed.
38. SECRETARIAL STANDARDS
During the period under review, the Company has complied with the applicable Secretarial Standards notified by the Institute of Company Secretaries of India.
39. DETAILS OF APPLICATION MADE/PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
There is neither application made nor any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 during the year ended March 31, 2026.
40. DIFFERENCE IN VALUATION
The Company has not made any one time settlement with the banks/financial institutions during the year under review.
41. ACKNOWLEDGEMENT
Your Directors thank various Central and State Government Departments, Organizations and Agencies for the support and co-operation extended by them. The Directors also gratefully acknowledge the support and co-operation received from the members and other stakeholders of the Company during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.
| Date 13.08.2026 | BY ORDER OF THE BOARD | |
| Place: New Delhi | For MONIND LIMITED | |
| sd/- | sd/- | |
| (Keshav Sharma) | (Mahesh Kumar Sharma) | |
| Director | Whole-Time Director & CFO | |
| DIN: 08275228 | DIN: 07504637 |
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