Monotype India Ltd Directors Report

<dhhead>DIRECTORS’ REPORT</dhhead>

TO THE MEMBERS,

Your Directors have pleasure in presenting the 50th Annual Report of the Company together with the
Audited Financial Statements for the financial year ended 31st March, 2025.

1. FINANCIAL PERFORMANCE

(Rs. in Lakhs)

Particulars	2024-2025	2023-2024
Total Income	6,200.33	1059.67
Total Expenditure	4,943.42	131.02
Profit/ (Loss) before exceptional and extraordinary items and tax	1,256.91	928.66
Exceptional item	0.00	1.40
Profit/(Loss) before tax	1,256.91	927.26
Less: Deferred Tax	0.55	0.53
Net Profit/(Loss) After Tax	1,256.35	926.73

2. OPERATIONS

Company achieved total income of Rs.6,200.33 in the financial year 2024-2025 as compare to
Rs.1059.67 Lakhs in the financial year 2023-2024. Total expenditure of the company in the FY
2024-2025 is Rs.4,943.42 Lakhs as compare to Rs.131.02 Lakhs in the FY 2023-2024.
Company achieved profit of Rs.1,256.35 Lakhs in the financial year 2024-2025 as compared to
profit of Rs. 926.73 Lakhs of the financial year 2023-2024.

3. DIVIDEND:

Your directors do not recommend any dividend for the financial year 2024-2025.

4. TRANSFER TO RESERVES:

No amount is proposed to be transferred to reserves during the Financial Year 2024-2025.

5. SHARE CAPITAL:

During the financial year under review, there were no changes in the issued, subscribed and
paid-up share capital of the Company.

6. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR:

No material changes or commitments affecting the financial position of the Company have
occurred between the end of the financial year to which financial statements in this report relate
and the date of this report.

7. DEPOSIT:

The company has not accepted any public deposits under the provisions of the Companies Act,
2013 (Act).

8. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company dont have any fund for transfer to Investor Education and Protection Fund.

9. SUBSIDIARIES/JOINT VENTURE/ ASSOCIATE COMPANY:

The Company dont have any associate and joint venture company.

10. RELATED PARTYTRANSACTIONS:

All Related Party Transactions that were entered into during the financial year were on an arms
length basis, in the ordinary course of business and were in compliance with the applicable
provisions of the Act and the Listing Regulations. There were no materially significant Related
Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel
which may have a potential conflict with the interest of the Company at large. Hence there does
not exists any details to be mentioned in Form AOC-2 which is attached as "Annexure -A".

All Related Party Transactions are placed before the Audit Committee for approval. The
Company has adopted a Related Party Transactions Policy. The policy as approved by the board
is uploaded on the Companys website at httD://monotvpeindialtd.in/Related-Partv-Transaction.

11. SECRETARIAL STANDARDS OF ICSI:

The company has complied with the requirements prescribed under the Secretarial Standards on
Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

12. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the company during the year.

13. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:

The company has not given any loans or guarantees or made any investments in contravention
of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and
guarantees given and investments made by the Company are provided in the notes to the
financial statements.

14. STATE OF AFFAIRS OFTHE COMPANY:

The Company is driven by passionate promoters from the industry engaged in trading inshares,
financial services and Investment activities with a view to strengthen its existing platforms and
building new ones. The Company continues to focus and grow by nurturing in our business of
trading in shares and otherfinancial services.

15. EXTRACTOFANNUALRETURN:

In accordance with the requirements of Section 92 (3) read with Section 134(3)(a) of the
Companies Act, 2013the Annual Return as on 31stMarch, 2025 is available on the Company’s
website http://monotvpeindialtd.in/Annual-Return.php

16. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of section 135 of the Companies Act,2013 are not applicable to the company.

17. CORPORATE GOVERNANCE:

A report on Corporate Governance together with a certificate of its compliance from a Practising
Company Secretary, forms part of this report.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this
report. Which is attached as "Annexure-B"

19. RISK MANAGEMENT POLICY:

The Board of Directors have adopted a risk management policy for the Company which provides
for identification, assessment and control of risks which in the opinion of the Board may pose
significant loss or threat to the Company. The Management identifies and controls risks through a
defined framework in terms of the aforesaid policy. The Risk Management Policy is posted on the
website of the Company i.e. htto://monotvDeindialtd.in/Policies.phD.

20. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

There is a Whistle Blower Policy in the Company and no personnel have been denied access to
the Chairman of the Audit Committee. The policy provides for adequate safeguards against
victimization of persons who use vigil mechanism. The Whistle Blower Policy is posted on the
website of the Company http://monotvDeindialtd.in/Policies.Dhp.

21. POLICY FOR DETERMINATION OF MATERIALITY FOR DISCLOSURE OF EVENTS OR
INFORMATION:

The Company has framed a Policy for determination of Materiality for disclosure of events or
Information under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 In
accordance with the provisions of Regulation 30 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The same has been hosted on the website of the Company
and is accessible at the web i.e. http://monotvpeindialtd.in/Policies.php.

22. INTERNAL CONTROL SYSTEMS:

The internal financial controls of the Company are commensurate with its size, scale and

complexity of operations. The company has policies and procedures which inter alia ensure
integrity in conducting business, timely preparation of reliable information, accuracy and
completeness in maintaining accounting records and prevention and detection of frauds and
errors. The Audit Committee actively reviews the adequacy andeffectiveness of the internal
financial control systems and suggests improvements if any to strengthen the same.

23. ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders passed by any Regulators or Court orTribunal during the financial year.

24. DIRECTORS RESPONSIBILITY STATEMENT:

In compliance of section 134(5) of the Act, the directors state that:

i. in the preparation of the annual accounts the applicable accounting standards have been
followed along with proper explanation relating to material departures.

ii. they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the company at the end of the financial year 2024-2025.

iii. they have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.

iv. they have prepared the annual accounts on a going concern basis.

v. they have laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and are operating effectively.

vi. they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and are operating effectively.

25. DIRECTORS & KEY MANAGERIAL PERSONNEL:

1. The following officers of the Company have been designated as the Whole-time Key
Managerial Personnel in accordance with Section 203 of the Companies Act, 2013 read
with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014:

a. Mr. Naresh Jain-Wholetime Director

b. Mr. Naresh Jain - Chief Financial Officer

Appointment/Reappointment:

Change in Directorate:

Mr. Naresh Jain (DIN: 00291963) retire by rotation at the 49th Annual General Meeting.

2. Number of meetings of Board of Directors:

This information has been furnished under Report on Corporate Governance which forms
part of this report.

3. Committees of Board:

This information has been furnished under Report on Corporate Governance which forms
part of this report.

4. Meeting of Independent Directors:

The Independent Directors of the Company at their meeting held on 24th March, 2025
reviewed the performance of non- independent directors and the Board as a whole
including the Chairman of the Company by taking into consideration views expressed by
the executive directors and non-executive directors at various level pertaining to the
quality, quantity and timeliness of flow of information between the company, management
and the board have expressed their satisfaction.

5. Declaration from Independent Directors:

The independent directors have submitted a declaration of independence, stating that
they meet the criteria of independence provided under section 149(6) of the Act, as
amended, and regulation 16 of the SEBI Listing Regulations.

The Board had taken on record the declaration and confirmation submitted by the
independent directors regarding meeting the prescribed criteria of independence, after
undertaking due assessment of the veracity of the same in terms of the requirements of
regulation 25 of the SEBI Listing Regulations.

6. Policy on DirectorsAppointment and Remuneration:

The Board has on the recommendation of the Nomination and Remuneration Committee,
framed a policy for the selection and appointment of Directors, Senior Management and
their remuneration. The Remuneration Policy and the details pertaining to the
remuneration paid during the year are furnished in the Corporate Governance Report
which forms part of this report. The Policy is posted on the website of the Company i.e.
https://www.monotypeindialtd.in/Policies.php.

7. Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013, SEBI Listing Regulations and
Circulars and Guidance Notes issued by SEBI in this regard, the Board has carried out an
annual performance evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Audit, Nomination and Remuneration and other
Committees.

26. INTERNALAUDITOR:

Board appointed M/s Abhishek R Jain & Co., Chartered Accountant (FRN:148930WN),

Mumbai as an internal Auditor of the Company for the financial year 2024-2025.

27. STATUTORY AUDITORS AND HIS REPORT:

M/s. B M Gattani & Co., Chartered Accountants, (Firm Registration Number 113536W) were
appointed as Statutory Auditors of the Company for a term of five years from the conclusion of
45thAnnual General Meeting until the conclusion of 51stAnnual General Meeting of the
Company. As per the provisions of Section 139 of the Act, they have confirmed that they are not
disqualified from continuing as Auditors of the Company.

The Audit Report of M/s. B M Gattani & Co. on the Financial Statements of the Company for the
Financial Year 2024-25 forms part of this Annual Report. The report does not contain any
qualification, reservation, adverse remark or disclaimer.

28. SECRETARIAL AUDITOR AND HIS REPORT:

Pursuant to the provisions of section 204 of the Act, the Board has appointed Mr. Suprabhat
Chakraborty, practising company secretary (C.P. No. 15878), to undertake secretarial audit of
the Company.

A report from the secretarial auditor in the prescribed Form MR-3 is annexed as
"Annexure-C" to this Report. The report contains the following observation:

1. Independent directors of the Company have not clear online self-assessment proficiency
test as per the Companies (Appointment and Qualification of Directors) Rules, 2014.

29. COST AUDITOR AND COST AUDIT REPORT:

Appointment of Cost Auditor is not applicable to your Company.

30. SEXUAL HARASSMENT:

The Company has adopted a policy in line with the requirements of Prevention of Sexual
Harassment of Women at the Workplace. No complaint was received during the year under the
said policy.

31. PARTICULAR OF EMPLOYEES:

Considering the provisions of Section 197(12) of the Act read with the relevant rules and having
referred to provisions of the First Proviso to Section 136(1) of the Act, the Annual Report is being
sent to the members of the Company, excluding details of particulars of employees and related
disclosures. The said information/details are available for inspection at the Registered Office of
the Company during working hours, on any working day. Any member interested in obtaining this
information may write to the Company Secretary and this information would be provided on
request.

32. CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange
earnings and outgo, as prescribed under Section 134 (3) (m) of the Companies Act, 2013 read
with Rule 8 of Companies (Accounts) Rules, 2014 are given in "Annexure- D" annexed hereto
and forms part of this Report.

33. HEALTH, SAFETY AND ENVIRONMENT:

The company considers safety, environment and health as the management responsibility and
therefore being constantly aware of its obligation towards maintaining and improving the
environment across various spheres of its business activities.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS IMPACTING GOING
CONCERN STATUS AND COMPANYS STATUS IN FUTURE:

During year no significant and material orders were passed by any regulator or court or tribunal
impacting the going concern status and Companys operations in future.

35. ACKNOWLEDGMENTS:

Your Directors place on record their appreciation for the continued co-operation and support
extended to the company by the bankers, media professionals, customers and regulatory
authorities. Your Directors also place on record sincere appreciation of the continued hard work
put in by employees at all levels.

For and on behalf of Board of Directors

Sd/-	Sd/-
Naresh Jain	Suryakant Kadakane
Wholetime Director & CFO	Director
DIN:00291963	DIN:02272617

Date: 21/08/2025

Place: Mumbai