Mono Pharmacare Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 3rd Boards Report of Mono Pharmacare Limited (the Company) for the year ended on March 31, 2025 (period under review).

1. Financial Summary of the Company

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	For the year ended March	For the year ended March	For the year ended March	For the year ended March
	31, 2025	31, 2024	31, 2025	31, 2024
Revenue from Operations	8264.08	7071.99	16834.49	12234.02
Other Income	253.57	169.66	97.88	9.54
Total Income	8517.65	7241.65	16932.38	12243.56
Less: Expenses	8140.33	6955.99	16486.08	11920.95
Profit / (Loss) Before Tax	377.32	285.66	446.29	322.60
Less: Tax Expenses	71.60	37.50	139.00	72.80
Add/Less: Deferred Tax	-3.30	3.92	-3.30	3.92
Add/Less: Prior Year Tax	-	-	-	-
Profit / (Loss) After Tax	309.02	244.24	310.59	245.88

2. State of the Companys affairs

During the financial year under review, the Net Revenue from Operations of the Company increased from Rs. 7,071.99 Lakhs to Rs. 8,264.08 Lakhs, registering a growth of approximately 16.86% over the previous year. The Profit after Tax increased from Rs. 244.24 Lakhs to Rs. 309.02 Lakhs, reflecting an increase of approximately 26.53% as compared to the previous year.

On a consolidated basis, the Net Revenue from Operations increased from Rs. 12,234.02 Lakhs to Rs. 16,834.49 Lakhs, representing a growth of approximately 37.62% over the previous year. The Profit after Tax increased from Rs. 245.88 Lakhs to Rs. 310.59 Lakhs, recording an increase of approximately 26.32% as compared to the previous year.

The Board of Directors is optimistic about the Companys future prospects and is confident that with the continued support of all stakeholders, the Company will be well positioned to capitalize on emerging opportunities in the industry. Directors are hopeful to achieve better results in the coming years.

3. Transfer to Reserves

During the year under review, the Company has not transferred any amount to reserves.

4. Dividend

The Directors have not recommended any Dividend during the year under review due to conservation of profits and continued investment in the business.

5. Change in the nature of Business

There has been no change in the nature of Business of the Company during the year under review.

6. Material Changes and commitments affecting the Financial position of the Company

Since the closure of the Financial Year i.e. since March 31, 2025, the Company has no such changes which affect the financial position.

7. Share Capital

The Authorised Share Capital of the Company as on March 31, 2025 is Rs. 20,00,00,000/- (Rupees Twenty Crores Only) divided into 2,00,00,000 (Two Crore) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each and the Paid-up Equity Share Capital of the Company as on March 31, 2025 is Rs. 17,66,85,640 /- (Rupees Seventeen Crores Sixty Six Lakhs Eighty Five Thousand Six Hundred and Forty Only) consisting of 1,76,68,564 (One Crore Seventy Six Lakhs Sixty Eight Thousand Five Hundred and Sixty Four Only) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each.

8. Subsidiaries, Associates and Joint Venture

Our Company neither has a Holding company nor has any Subsidiary Company. However, the Company holds 99 % stake as partner in M/s Ahmedabad Medical Corporation and in M/s Supal Distributors LLP. Details of the same are mentioned in Annexure A (Form AOC-1) annexed to this report.

9. Statutory Auditor & Audit Report

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013, the Members of the Company at the 1 st Annual General Meeting (AGM) held on 26 th August, 2023 have appointed M/s. Kumbhat & Co. having FRN: 001609S, Chartered Accountants as Statutory Auditors of the Company to hold office for a period of 5 (Five) years from the conclusion of First Annual General Meeting till the conclusion of the Sixth Annual General Meeting of the Company.

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

10. SECRETARIAL AUDITOR:

The Board has appointed M/s. Surana & Kothari Associates LLP, Ahmedabad a firm of Company Secretaries in Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2024-25. The report of the Secretarial Auditor is annexed to this report as Annexure B.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE SECRETARIAL AUDITOR:

S. No.	Secretarial Auditor\u2019s Observation /Qualification	Board\u2019s Response / Remarks
1.	As per the information provided to us, it is further reported that Mr. Chintan Trivedi, appointed as an Independent Director on March 22, 2023, has not cleared the Online Proficiency Self-Assessment Test as mandated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, and does not fall within the exemptions provided therein. Accordingly, he does not presently meet the eligibility criteria to continue as an Independent Director, and therefore the effective composition of the Board continues to fall short of the requirement prescribed under Section 149(4) of the Companies Act, 2013.	The Board is actively evaluating appropriate steps to regularise the composition of the Board in accordance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, including the appointment of eligible Independent Directors to ensure full compliance at the earliest.
2.	As per the information provided to us, We further report that Ms. Pooja Seth resigned from the position of Company Secretary & Compliance Officer on 26th July, 2024. As per Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the appointment was required to be made within three months from the date of vacancy. Excluding this permissible period, the delay in appointment was approximately 107 days. The Stock Exchange imposed a monetary penalty of 1,07,000 for the said delay.	The Board of Directors confirms that the vacancy of the Company Secretary & Compliance Officer was duly filled with the appointment of Mr. Rahul Joshi on 10th February, 2025, in compliance with Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The monetary penalty of 1,07,000 imposed by the Stock Exchange in this regard has been duly paid.

11. Reporting of fraud

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company under subsection (12) of section 143 of the Companies Act, 2013, during the year under review.

12. Details of Directors or Key Managerial Personnel

There has been change in the Key Managerial Personnel and the constitution of Board of Directors during the year under review. The details of the change is as below:

Sr.	Name of the Director / Key	Designation	Date of	Reason for Change
No.	Managerial Personnel		Appointment
1.	Drashti Rohit Chande	Additional Director	11/01/2025	Appointment
		(Independent Director)
2.	Rahul Joshi	Company Secretary	10/02/2025	Appointment
3.	Pooja Seth	Company Secretary	26/07/2024	Resignation

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, Mr. DRASHTI ROHIT CHANDE (DIN: 10380640) is proposed to be appointed as Director of the Company in the ensuing Annual General Meeting to be held on 29 th September, 2025.

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Supal Panilam Lakhatariya (DIN: 07659180), Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

In accordance with the provisions of Sections 149 and 152 other applicable provisions, if any, of the Companies Act, 2013, and the rules made thereunder, the appointment of Mr. Jitendra Mansukhlal Dasani (DIN: 08218825) as an Independent Director of the Company was approved by the Members at the Annual General Meeting held on 30th September, 2024. Accordingly, his designation has been changed from Additional Director to Independent Director.

13. Deposits

The Company has not invited / accepted any deposits from the public during the year under review.

14. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

(A) CONSERVATION OF ENERGY:

The steps taken or impact on conservation of energy: Nil

The steps taken by the company for utilizing alternate sources of energy: None

The capital investment on energy conservation equipments: Nil

(B) TECHNOLOGY ABSORPTION:

The efforts made towards technology absorption: None

The benefits derived like product improvement, cost reduction, product development or import substitution: None In case of imported technology: None

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

There was no foreign exchange inflow or outflow during the year under review.

15. Extract of Annual Return

Pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the Annual Return of the Company shall be placed on the website of the Company. Link for the same is https://monopharmacareltd.com/ .

16. Particulars of Contracts or Arrangements Made With Related Parties

During the period under review, there was no contract or arrangements made with the related parties as defined under Section 188 of the Companies Act, 2013. However, Company has made commercial transaction with its related parties in the ordinary course of business and on an arms length basis. Details of the same are mentioned in Annexure C (Form AOC-2) annexed to this report.

17. Business Risk Management

In todays economic environment, Risk Management is a very important part of the business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Companys risk management is embedded in the business processes. Your company has identified certain risks like price risk, uncertain global economic environment, interest rate, human resource, competition, compliance and industrial health and safety risk and also planned to manage such risk by adopting best management practice.

18. Corporate Social Responsibility

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

19. Number of meetings of the Board

A total of 07 (Seven) Board Meetings were held during the Financial Year ended March 31, 2025. The maximum gap between any two Board Meetings was less than 120 days.

Sr. No.	Date of	No of Directors
	Board Meeting	Present
1.	29.04.2024	5
2.	30.05.2024	4
3.	06.08.2024	4
4.	06.09.2024	4
5.	14.11.2024	3
6.	11.01.2025	4
7.	10.02.2025	4

20. Directors Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

(a) In the preparation of the annual accounts for the Financial Year ended March 31, 2025, the applicable accounting standards had been followed and there are no material departures from the same; (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 for the Financial Year ended on March 31, 2025 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) The Directors had prepared the annual accounts on a going concern basis; (e) Proper internal financial controls to be followed by the company has been laid down and that such internal financial controls are adequate and were operating effectively (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.

21. Declaration by Independent Directors

The Company has received declarations/ confirmations from all the Independent Directors of the Company as required under Section 149(7) of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 25(8) of the SEBI Listing Regulations, 2015. ( Subject to the remarks stated in Paragraph 10 of this Boards Report )

22. Policy on Nomination and Remuneration (NRC)

In compliance with the requirements of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, 2015, the Company has laid down a Nomination and Remuneration Policy.

The salient features of the NRC Policy are as under:

1) Setting out the objectives of the Policy

2) Definitions for the purposes of the Policy

3) Policy for appointment and removal of Director, KMP and Senior Management

4) Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other employees

5) Remuneration to Non-Executive/ Independent Director 23. Particulars of loans, guarantees or investments under section 186

The Company has neither granted any loans nor made any investments covered under Section 186 of the Companies Act, 2013 during the period under review. The Company has also not provided any guarantees during the said period.

24. Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future

No significant and material order has been passed by the Regulators, Courts, Tribunals impacting the going concern status and Companys operations in future.

25. Adequacy of internal financial controls with reference to the Financial Statements

The Companys internal control procedures that include internal financial controls ensure compliance with various policies, practices and statutes and keeping in view the organizations pace of growth and increasing complexity of operations.

26. Maintenance of Cost Records

The provisions pertaining to maintenance of Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 are not applicable to the Company.

27. Particulars of Employee

None of the employee has received remuneration exceeding the limit stated in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure D.

28. Details of Applications Made or Proceeding Pending, If any under The Insolvency and Bankruptcy

Code, 2016

During the period under review, no application has been made nor is any application pending by / against the Company under the Insolvency and Bankruptcy Code, 2016.

29. Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking Loan from the Banks or Financial Institutions

During the period under review, there was no instance of onetime settlement with any Bank / Financial Institution. Hence, the disclosure relating to difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks / Financial Institutions is not applicable to the Company.

30. Compliance with the Secretarial Standards

During the period under review, the Company has complied Secretarial Standards-1 (SS-1) and Secretarial Standards-2 (SS-2) issued by the Institute of Company Secretaries of India.

31. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013

The Company is committed to providing a safe, secure, and conducive work environment to all its employees and associates. In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee (ICC) to address and redress complaints of sexual harassment at the workplace. The Company continues to maintain a zero-tolerance policy towards sexual harassment and is committed to ensuring a safe and respectful work environment for all employees. During the financial year under review, the Company did not receive any complaint pertaining to sexual harassment. The details of complaints are as under:

Number of complaints of Sexual Harassment received in the Year- NIL Number of Complaints disposed-off during the year- NIL Number of cases pending for more than ninety days- NIL

32. Maternity Benefit

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act 1961, And has extended all statutory benefits to eligible women employees during the year. The Company continues to uphold its commitment to promoting diversity and creating a workplace where women employees feel valued and supported.

33. Audit Committee

The Committee inter alia reviews the Internal Control System, Reports of Internal Auditors, Key Audit Matters presented by the Statutory Auditors and compliance of various regulations. The Committee also reviews the financial results and financial statements before they are placed before the Board.

Sr. No.	Name of Committee Members	DIN	Designation in Committee Chairman / Member	Designation in the Company
1	Chintan Trivedi	10074674	Chairman	Independent Director
	Jitendra Mansukhlal
2		08218825	Member	Independent Director
	Dasani
3	Panilam Lakhatariya	07659275	Member	Executive Director

34. Corporate Governance Report

The Company is listed on the SME Platform of NSE, and therefore, the provisions related to Corporate Governance are not applicable. In accordance with Regulation 15(2)(b) of Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is exempt from complying with the Corporate Governance requirements specified under these Regulations.

35. Listing of securities

The equity shares of the Company are listed on NSE emerge platform with security ID/symbol of MONOPHARMA. The ISIN for equity shares is INE0OIP01012. The Company confirms that the annual listing fees to the stock exchange for the Financial Year 2025-26 have been paid.

36. Internal Auditors

The Board of Directors at their meeting held on May 30, 2025 appointed M/s. Kaliya & Associates, Chartered Accountant as internal auditor for the Financial Year 2025-26.

37. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") forms part of this Annual Report. Certain

Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook. Management Discussion and Analysis Report is given in Annexure E to the Directors Report.

38. CFO CERTIFICATION

CFO Compliance Certificate as required under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Annexure F.

39. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES &

INDIVIDUAL DIRECTORS

The Board conducted an evaluation of its own performance, its committees, and individual Directors, including Independent and Non-Independent Directors. The assessment covered various attributes such as expertise, diversity, and effectiveness in discharging duties. The Board concluded that all Directors possess the requisite capabilities and have contributed effectively to the Companys business. The Committees were found to be properly constituted with clearly defined terms of reference and were effective in supporting the Board. Overall, the Board expressed satisfaction with its performance, composition, and functioning during the year.

40. Acknowledgment

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the customers, employees, banks, Government authorities, vendors, consultants and members during the year under review.

For and on behalf of the Board of Directors of Mono Pharmacare Limited

			Sd/-	Sd/-
			Panilam	Archit Shah
			Lakhatariya
Date	:	August 26, 2025	Managing Director	Director
Place	:	Ahmedabad	DIN: 07659275	DIN: 09737945