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

1. FINANCIAL PERFORMANCE AND OPERATIONAL HIGHLIGHTS

The Audited Financial Statements of your Company as on March 31,2026, are prepared in accordance with the applicable
Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act,
2013 ("Act").

The summarized financial highlight is depicted below:

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

ii. Key highlights of Standalone Financial Performance

• Gross income reported by the Company was
' 36,925.01 lakhs for the year ended March 31,
2026 as against ' 32,296.24 lakhs in the previous
year, registering an increase of 14.33%;

• Profit before tax for the year increased by 29.01%
to ' 24,044.76 lakhs as compared to ' 18,637.27
lakhs in the FY 2024-25; and

• Profit after tax of the Company was ' 17,864.41
lakhs for the year ended March 31, 2026 as
compared to profit after tax of ' 14,395.16 lakhs
in the previous year, registering an increase of
24.10%.

iii. Key highlights of Consolidated Financial Performance

• Gross income for the year increased by 13.81% to
' 37,327.63 lakhs as compared to ' 32,797.45 lakhs
in the FY 2024-25;

• Profit before tax for the year increased by 26.80%
to ' 24,431.87 lakhs as compared to ' 19,267.65
lakhs in the FY 2024-25; and

• Profit after tax for the year increased by 21.39% to
' 18,119.34 lakhs as compared to ' 14,926.60 lakhs
in the FY 2024-25.

2. STATE OF COMPANY'S AFFAIRS

The discussion on state of Company's affairs has been
covered as part of the Management Discussion and
Analysis report.

3. RECEIPT OF SEBI REGISTRATION FOR MUTUAL
FUND

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

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

The Company, as Sponsor of Monarch Mutual Fund,
remains committed to maintaining the highest standards
of governance, compliance, risk management, and

investor service in the mutual fund business. Necessary
steps are being undertaken for operationalization of
the mutual fund and launch of schemes, subject to
regulatory approvals and market conditions.

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

4. STOCK EXCHANGE & LISTING FEES

The Equity Shares of the Company are listed at BSE
Limited & National Stock Exchange of India Limited.

Your Company has paid the requisite Annual Listing Fees
to National Stock Exchange of India Limited (Symbol:
MONARCH) and BSE Limited (Scrip Code: 511551),
where its Equity Shares are listed.

5. TRANSFER TO GENERAL RESERVES

During the financial year, there was no amount proposed
to be transferred to the general reserve on a standalone
basis.

6. DIVIDEND AND DIVIDEND DISTRIBUTION
POLICY

Your Directors have recommended a final dividend of
' 1.00 (10%) per Equity Share of ' 10 each (fully paid
up) for FY 2025-26. The dividend is subject to approval
of shareholders at the ensuing Annual General Meeting
(AGM).

Dividend Distribution Policy

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

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

Unclaimed Dividend

As on March 31, 2026, a nominal amount of ' 14.61
Lakhs remains unclaimed in our Unpaid Dividend
Accounts. In line with our commitment to transparency
and shareholder engagement, we have published a
comprehensive statement on our website to assist
shareholders in identifying and claiming their uncollected
dividends. To view the statement and initiate the claim
process, please visit:https://www.mnclgroup.com/
dividend-related-information

The dividends that are unclaimed/unpaid for seven years shall be transferred to the Investor Education and Protection
Fund ("IEPF") administered by the Central Government within the stipulated time period. However, the Company did not
have any obligation to transfer funds to IEPF.

7. SUBSIDIARY/ASSOCIATES/JOINT VENTURE

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

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

During the financial year, your Board of Directors reviewed the affairs of the subsidiaries. The consolidated financial
statements of your Company are prepared in accordance with Section 129(3) of the Companies Act, 2013; and forms part
of this Annual Report.

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

Material Subsidiary:

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

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

Incorporation of Wholly Owned Subsidiary and Further Investment

During the financial year under review, the Company incorporated following two Wholly Owned Subsidiary ("WOS"):

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

a) On November 6, 2025, the Company subscribed
to 9,00,000 equity shares of face value ' 10 each,
issued at ' 10 per share, aggregating to ' 90,00,000
(Rupees Ninety Lakhs).

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

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

Performance and Financial Position of the Subsidiary

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

Pursuant to the requirements of Regulation 34 (3) read
with Schedule V of the SEBI Listing Regulations, the
details of Loans/Advances made to and investments
made in the subsidiary have been furnished in Notes
forming part of the Accounts.

The Company monitors the performance of its Subsidiary
Companies, inter alia, by the following means:

a. Quarterly review of financial statements and
key financial indicators of the subsidiary by the
Company's Audit Committee; and

b. Minutes of the Board Meetings of the Subsidiary
Companies are placed before the Company's Board
regularly;

8. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provision of Section 134(5) and as
required under Section 134(3)(c) of the Companies Act,
2013 and according to the information and explanations
received by the Board, your Directors state that:

a) in the preparation of the annual financial statements
for the financial year ended March 31, 2026,
the applicable accounting standards have been
followed, and there are no material departures
from prescribed accounting standards;

b) your Company has selected such accounting
policies and applied them consistently and made
judgements and estimates that are reasonable and
prudent, so as to give a true and fair view of the
state of affairs of your Company, at the end of the
financial year; and of the profit and loss of your
Company, for that period;

c) proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013, for safeguarding the assets of your
Company and for preventing and detecting fraud;
and other irregularities;

d) the annual financial statements have been prepared
on a going concern basis;

e) the directors, have laid down internal financial
controls to be followed by your Company and that
such internal financial controls are adequate and
were operating effectively;

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

9. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of
the Companies Act, 2013 read with rule 12(1) of the
Companies (Management and Administration) Rules,
2014, the copy of Annual Return in Form No. MGT-7 can
be accessed on our website i.e.https://www.mnclgroup.
com/annual-reports.

10. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

In terms of Regulation 34 of the SEBI Listing Regulations,
the Management Discussion and Analysis Report,
which gives a detailed account of state of affairs of the
Company's operations forms part of this Annual Report.

11. PARTICULARS OF EMPLOYEES & REMUNERATION

The requisite details pursuant to Section 197 of the
Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3)
of the Companies (Appointment and Remuneration of
Managerial personnel) Rules, 2014, are appended to this
report as "Annexure - B".

12. SHARE CAPITAL

(a) Authorized Share Capital

As on March 31,2026, the Authorized Share Capital of the Company stood as under:

(b) Issued, Subscribed and Paid up Share Capital

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

Issue of Equity Shares pursuant to exercise of ESOPs:

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

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

13. BOARD & ITS COMMITTEES

i. Board

The Board of the Company comprises of 6 ("Six") Directors as on March 31, 2026, the details are as below:

Changes in Directors

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

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

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

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

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

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

Directors Retiring by Rotation
Pursuant to the provisions of Section 152 of the
Companies Act, 2013, read with the Companies
(Management and Administration) Rules, 2014
and the Articles of Association of the Company,
Mr. Vaibhav Jayantilal Shah (DIN: 00572666),
Managing Director, is liable to retire by rotation at
the ensuing 33^rd Annual General Meeting and being
eligible, has offered himself for re-appointment.

The Board of Directors recommends the re¬
appointment of Mr. Vaibhav Jayantilal Shah at the
forthcoming AGM of the Company. Additional
information as required under Regulation 36(3)
of the SEBI Listing Regulations, in respect of the
Director recommended for re-appointment, is
provided in the Notice convening the 33^rd Annual
General Meeting of the Company.

ii. Committees constituted by the Board

Your Company has in place the Committee(s) as
mandated under the provisions of the Companies
Act, 2013 and SEBI Listing Regulations. There are
currently six committees of the Board, namely:

1 . Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

6. Management Committee

The Board Committees are in compliance with
the requirements of the relevant provisions of
applicable laws and statutes. The details of all the
Committees along with their charters, composition
and meetings held during the year, are provided in
the Report on Corporate Governance, which forms
part of this Annual Report.

iii. Key Managerial Personnel ("KMP")

As of the date of this report, the following
individuals are designated as the Key Managerial
Personnel ("KMP") of the Company, other than
the Managing Director and Whole-time Director, in
accordance with the provisions of Section 2(51) and
Section 203 of the Companies Act, 2013:

Mr. Shailen Ramesh Shah - Group Director & KMP
Mr. Gaurav Bhandari - Chief Executive Officer
Mr. Nitesh Tanwar - Company Secretary &

Compliance Officer

Mr. Govinda Meghani - Chief Financial Officer

These executives continue to play a pivotal role
in the management and administration of the
Company in compliance with applicable statutory
requirements.

Change in Key Managerial Personnel ("KMP")
During the year under review, the Board of
Directors, at its meeting held on January 22, 2026,
approved the appointment of Mr. Shailen Ramesh
Shah as Group Director and Key Managerial
Personnel (KMP) of the Company with effect from
January 22, 2026.

iv. Meetings of Board and its committees

Throughout the reviewed financial year, the Board
of Directors, its Committees, and the Independent
Directors convened at regular intervals. These

meetings were held to deliberate on strategic matters, take informed decisions, and provide direction on various
aspects of the Company's business operations.

The active participation and constructive engagement during these meetings ensured effective oversight, robust
governance, and alignment with the Company's long-term strategic objectives.

The frequency and number of the aforementioned
Board and Committee meetings were in strict
compliance with the applicable provisions of
the Companies Act, 2013 and other relevant
Regulations. A comprehensive disclosure regarding
the Board of Directors, its Committees, their
composition, terms of reference, as well as the
number of meetings held and the attendance
record of Directors, is provided in the Report on
Corporate Governance which forms part of this
report.

v. Annual General Meeting/Extra-Ordinary General
Meeting/ Postal Ballot

During the year under review, the Company
conducted the following General Meetings
and Postal Ballot in compliance with applicable
provisions of the Companies Act, 2013 and relevant
rules:

(1) Annual General Meeting on September 26,
2025 for adoption of financial statements; and

(2) Postal Ballot dated May 26, 2025 for
appointment of Dr. Anish Sugathan (DIN:
08256871) as Independent Director for 5
years and re-appointment of Mr. Sathish
Kumar Pazhamalai (DIN: 08735238) as an
Independent Director.

vi. Independent Directors' Review Meeting

A separate meeting of the Independent Directors
was convened on January 22, 2026 to assess the
performance of Non-Independent Directors and
the effectiveness of the Board and its committees
collectively. During this session, a comprehensive
questionnaire designed to probe various aspects
of Board operations was distributed among the
Directors. The evaluation criteria for Independent
Directors encompassed their level of engagement
in meetings, interpersonal skills, understanding
of the business and its subsidiaries, capacity for
independent judgment, expertise, and adherence
to the compliance framework.

vii. Declaration by Independent Directors under Sub¬
Section (6) of Section 149

All independent directors of the Company have
submitted the requisite declarations confirming
their ongoing compliance with the criteria of
independence as prescribed under Section 149(6)
of the Companies Act, 2013 and Regulation 16(1)
(b) of the SEBI Listing Regulations. Furthermore,
they have affirmed their adherence to the Code of
Conduct outlined in Schedule IV of the Companies
Act, 2013.

These declarations include confirmations that they
are not barred from holding the office of director
by any SEBI order or any other authoritative body
and have maintained their registration with the
database of the Indian Institute of Corporate Affairs
("IICA"). The Board, based on thorough evaluation,
is of the opinion that all independent directors
consistently demonstrate integrity, expertise,
and experience, significantly contributing to the
governance of the Company.

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

Additionally, all directors of the Company have
confirmed that there are no disqualifications against
them for appointment as directors, in accordance
with Section 164 of the Companies Act, 2013.

viii. Board Evaluation

Pursuant to provisions of the Companies Act, 2013
and the SEBI Listing Regulations, the Board has
carried out an annual evaluation of the performance
of the Board, its Committees and of individual
Directors.

The Board has carried out an evaluation of its own
performance, the directors individually as well as the
evaluation of the working of its Committees. The
Board has devised questionnaire to evaluate the
performances of each of executive, non-executive
and Independent Directors. Such questions are
prepared considering the business of the Company
and the expectations that the Board have from
each of the Directors. The evaluation framework for
assessing the performance of Directors comprises
of the following key areas:

a. Attendance of Board Meetings and Board
Committee Meetings;

b. Quality of contribution to Board deliberations;

c. Strategic perspectives or inputs regarding
future growth of Company and its performance;

d. Providing perspectives and feedback

going beyond information provided by the
management and

e. Ability to contribute to and monitor our
corporate governance practices.

Evaluation Outcomes and Board Feedback

The responses to the questionnaire were carefully
analyzed, and a consolidated report was prepared
and presented to the Nomination and Remuneration
Committee and the Board. This report aims to
enhance the Board's effectiveness based on the
feedback received. The Directors have expressed
their satisfaction with the thoroughness of the
evaluation process, affirming its role in reinforcing
the Board's overall governance and operational
efficiency.

ix. Familiarization Programme for Independent
Directors / Non-Executive Directors

The Company undertakes necessary induction
programme for new Directors and ongoing training
for existing Directors. The new directors are briefed
about the Company processes and to familiarize
them with the business activities of the Company.
The management provides such information and
training either at the meeting of Board of Directors
or otherwise.

The induction process is designed to:

• build an understanding of the Company
processes and

• f ully equip Directors to perform their role on
the Board effectively

The details of familiarization programme of
the Independent Directors are available on the
Company's website athttps://www.mnclgroup.
com/miscellaneous.

14. EMPLOYEE STOCK OPTION SCHEME

Monarch Networth Capital Limited Employees Stock
Options Scheme 2021 ("the Scheme") is administered
by Monarch Networth Capital Limited Employees
Welfare Trust ("ESOP Trust") under the instructions
and supervision of Nomination and Remuneration
Committee ("NRC") of the Company.

The Scheme is implemented through a trust route in
accordance with SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 ("SEBI SBEB
Regulations") with an objective:

• To motivate the Employees to contribute to the
growth and profitability of the Company.

• To retain the Employees and reduce the attrition
rate of the Company.

• To achieve sustained growth and the creation of
Shareholder value by aligning the interests of the
Employees with the long-term interests of the
Company.

• To create a sense of ownership and participation
amongst the Employees to share the value they
create for the Company in the years to come, and

• To provide additional deferred rewards to
Employees.

During the year under review, there is no material change
in the existing scheme of the Company and the scheme
is in compliance with SEBI SBEB Regulations. Pursuant
to the requirements of the SEBI SBEB Regulations, a
certificate has been issued by the Secretarial Auditor
of the Company confirming that the scheme has been
implemented in accordance with the said Regulations,
would be placed at the ensuing AGM of the Company
for inspection by the members.

The particulars required to be disclosed pursuant to
the SEBI SBEB Regulations is available on the website
of the Company athttps://www.mnclgroup.com/
miscellaneous.

15. CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 of the
Companies Act, read with Companies (Corporate Social
Responsibility Policy) Rules, 2014 ("CSR Rules"), the
Board of Directors of your Company has constituted a
Corporate Social Responsibility ("CSR") Committee.
The composition and terms of reference of the CSR
Committee is provided in the report on Corporate
Governance which forms part of this report.

The Company has policy on Corporate Social
Responsibility recommended by the CSR Committee and
approved by the Board and the same can be accessed
on the Company's website athttps://www.mnclgroup.
com/storage/csr-policy.pdf.

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

16. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Pursuant to the provisions of Section 186 of the
Companies Act, 2013 and Schedule V of the SEBI
Listing Regulations, the particulars of loans, advances,
guarantees, and investments made by the Company
during the financial year are disclosed in the relevant
notes to the accompanying financial statements, which
form an integral part of this Annual Report.

17. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered with your
Company, during the financial year under review were on
arm's length basis and were in the ordinary course of the
business. In terms of the Act, there were no materially
significant related party transactions entered into by
your Company with its Promoters, Directors, KMP, its
subsidiary companies or other designated persons,
which may have a potential conflict with the interest of
your Company at large, except as stated in the Financial
Statements. Hence, the disclosure of related party
transactions as required under Section 134(3)(h) of the
Companies Act, 2013 in Form AOC-2 is not applicable
to your Company.

Members may refer to note no. 39 and 40 to the
standalone and consolidated financial statement
respectively, which sets out related party disclosures
pursuant to IND AS-24. As per the policy on Related
Party Transactions as approved by the Board of
Directors, The Company has entered into related party
transactions pursuant to omnibus approvals granted by
the Audit Committee, in accordance with the applicable
provisions of the Companies Act, 2013 and SEBI Listing
Regulations. Such transactions are reviewed by the
Audit Committee on a quarterly basis.

On a quarterly basis, the Audit Committee reviews
such transactions, for which such omnibus approval
was given. The policy on Related Party Transactions
was revised during the year in view of amendments
in applicable rules and the said policy as approved
by the Board of Directors, is accessible on your
Company's website athttps://www.mnclgroup.com/
storage/related-party-transaction-policy.pdf.

18. INTERNAL FINANCIAL CONTROLS

The Company has established adequate Internal
Financial Controls ("IFC") with reference to Financial
Statements in accordance with the provisions of Section
134(5)(e) of the Act. The IFC framework is designed to
provide reasonable assurance regarding the reliability
of financial reporting and preparation of Financial

Statements in accordance with applicable Accounting
Standards. The framework ensures orderly and
efficient conduct of business, adherence to applicable
policies, laws and regulations, safeguarding of assets,
prevention and detection of frauds and errors, accuracy
and completeness of accounting records, and timely
preparation of reliable financial information.

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

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

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

19. CREDIT RATING

The details of credit ratings obtained from Credit Rating
Agencies during the financial year ended March 31,2026
are covered in the Report on Corporate Governance.

20. SUCCESSION PLAN

The Securities and Exchange Board of India ("SEBI")
has mandated the need for a succession policy pursuant
to Regulation 17(4) of the SEBI Listing Regulations for
ensuring that investors do not suffer due to sudden or
unplanned gaps in leadership. Succession planning is
essential for business continuity and growth, enabling
identification of key roles, talent with requisite skills,
and timely new recruitment, if required. The Company's
framework assesses factors including directors' current
tenure, anticipated Board and senior management
vacancies/recruitment, skill gaps, if any and diversity
to ensure seamless transitions. To support long-term
sustainability, a structured mechanism identifies and
develops talent pipelines for future leadership needs,
with the Nomination and Remuneration Committee
("NRC") overseeing Board and senior management
succession as per Company policy.

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

21. PUBLIC DEPOSITS

During the year under review, the Company has not
accepted or renewed any deposit within the meaning of
Sections 73 and 74 of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014 (as amended
from time to time). Further there were no outstanding
deposits within the meaning of Sections 73 and 74 of the
Act read with the Companies (Acceptance of Deposits)
Rules, 2014 (as amended from time to time) at the end
of financial year 2025-26.

22. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company is in compliance with the applicable
Secretarial Standards, issued by the ICSI and approved
by the Central Government under Section 118(10)
of the Act. This affirmation reflects the Company's
commitment to maintaining the highest standards of
corporate governance.

23. AUDITORS

i. Statutory Auditors and their Report

Pursuant to the provisions of Section 139(2) of the
Act and the rules made thereunder, the members
at their Thirty First (31^st) Annual General Meeting
("AGM") of your Company held on September 20,
2024, approved the appointment of M/s. M S K A
& Associates LLP, Chartered Accountants (ICAI firm
Registration Number: 105047W) as the Statutory
Auditors of your Company, for a period of 5 (five)
years i.e. till the conclusion of your Company's
Thirty sixth (36^th) Annual General Meeting for FY
2028-29.

The notes to the financial statements referred in the
Auditor Report are self-explanatory and therefore
do not call for any comments under Section 134
of the Companies Act, 2013. The Auditor's Report
is enclosed with the financial statements in this
Annual Report.

ii. Secretarial Auditor and their Report

Pursuant to Regulation 24A of the SEBI Listing
Regulations, the Company has approved the
appointment of Mr. Vijay Kumar Mishra, Partner,
VKM & Associates, Mumbai, Peer Reviewed
Practicing Company Secretary (Firm Registration

No. 1846/2022, Certificate of Practice No.: 4279 and
Membership No. 5023), as the Secretarial Auditor
of the Company for a term of five (5) consecutive
financial years, commencing from Financial Year
2025-26 to Financial Year 2029-30, at the previous
Annual General Meeting of the Company.

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

iii. Annual Secretarial Compliance Report

Pursuant to the provisions of Regulation
24A(2) of the SEBI Listing Regulations, Annual
Secretarial Compliance Report for the financial
year ended March 31, 2026 was obtained from
VKM & Associates, Practicing Company Secretary
(Certificate of Practice Number: 4279).

There is no adverse remark, qualifications or
reservation in the Annual Secretarial Compliance
Report.

iv. Secretarial Audit of Material Unlisted Indian
Subsidiary

There is no Material Unlisted Indian Subsidiary of
the Company as on March 31, 2026 and hence,
the requirement under Regulation 24A of the
SEBI Listing Regulations regarding the Secretarial
Audit of Material Unlisted Indian Subsidiary is not
applicable to the Company for the financial year
ended March 31, 2026.

v. Internal Auditor

The Board of Directors at their meeting held on
May 27, 2025 had appointed M/s. Rushil Soni &
Co., Chartered Accountants, as Internal Auditors of
the Company for the financial year ended March 31,
2026, to conduct the internal audit of the various
areas of operations and records of the Company.

The periodic reports of the said internal auditors are
regularly placed before the Audit Committee along
with the comments of the management on the

action taken to correct any observed deficiencies
on the working of the various departments.

vi. Cost Records

The maintenance of cost records as specified under
Section 148 of the Act is not applicable to the
Company.

vii. Reporting of Frauds by Auditors

During the year under review, the Statutory Auditor
has not reported any fraud under Section 143(12) of
the Companies Act, 2013. The Secretarial Auditor
has also not reported any fraud or other matter
requiring reporting under the applicable secretarial
audit framework

viii. Board's comments on the Auditors Report

The observations of the Statutory Auditor/
secretarial auditor/ Internal auditor, when read
together with the relevant notes to the accounts
and accounting policies are self-explanatory and do
not call for any further comment.

24. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY

Pursuant to Regulation 34(2)(f) of the SEBI Listing
Regulations, the Business Responsibility and Sustainability
Report ("BRSR") detailing the initiatives undertaken
by the Company is included as a part of this Annual
Report. Consistent with the mandates of the SEBI Listing
Regulations, this report is also available on the Company's
website for broader access. Stakeholders interested in
understanding our commitment to sustainable business
practices and corporate responsibility can view the BRSR
athttps://www.mnclgroup.com/announcement-under-
regulation-30.

This accessibility ensures transparency and provides
insights into how our operations align with broader
environmental and social goals.

25. REPORT ON CORPORATE GOVERNANCE

Your Company believes in adopting best practices of
corporate governance. Corporate governance principles
are enshrined in the spirit of Monarch Networth Capital
Limited, which forms the core values of the Company.
These guiding principles are also articulated through
the Company's code of conduct, Corporate Governance
guidelines, charter of various sub-committees and
disclosure policy. As per Regulation 34 read with
Schedule V of SEBI Listing Regulations, a separate

section on corporate governance practices followed
by your Company, together with a certificate from M/s.
VKM & Associates, Practising Company Secretaries, on
compliance with corporate governance norms under the
SEBI Listing Regulations, is provided as "Annexure -E"
to this Report.

26. POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION INCLUDING CRITERIA FOR
DETERMINING QUALIFICATIONS, POSITIVE
ATTRIBUTES, INDEPENDENCE OF A DIRECTOR

Your Company has in place a Nomination and
Remuneration Policy, formulated in accordance with
Section 178 of the Act and the SEBI Listing Regulations,
and the same is available on the Company's website at
https://www.mnclgroup.com/storage/nrc-policy.
pdf.

The Policy provides guidance on the selection and
nomination of Directors to the Board of the Company,
the appointment of Senior Management Personnel,
and captures the Company's Leadership Framework
for its employees. It explains the principles of overall
remuneration, including short-term and long-term
incentives payable to Executive Directors, KMP, Senior
Management, and other employees of the Company.
The remuneration paid to Executive Directors, KMP, and
Senior Management is in accordance with the Policy.

27. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle blower Policy
to deal with instance of fraud and mismanagement, if
any. The Company has further established a mechanism
for directors and employees to report concerns about
unethical behavior, actual or suspected fraud, or
violation of our Code of Conduct. The mechanism also
provides for adequate safeguards against victimization
of directors and employees who avail of the mechanism
and also provide for direct access to the Chairman of the
Audit Committee in the exceptional cases.

The details of the Whistle blower Policy is explained in
the report of Corporate Governance and also posted on
the website of the Company at https://www.mnclgroup.
com/mncl-policies.

We affirm that during the FY 2025-26, no employee or
director was denied access to the Audit Committee.

28. THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards any action on
the part of any of its employees, which may fall within
the ambit of 'Sexual Harassment' at workplace.

Your Company recognizes its responsibility and
continues to provide a safe working environment for
women, free from sexual harassment and discrimination.
In compliance with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013, the Company has constituted a committee and
put in place a Policy on prevention of Sexual Harassment
of Women at workplace. The policy can be accessed on
the website of the Company at the link -https://www.
mnclgroup.com/storage/sexual-harassment-policy.pdf

Your Directors further state that during the FY 2025¬
26, there were no complaints received pursuant
to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The
following is reported pursuant to Section 22 of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013:

(a) number of complaints of sexual harassment
received in the year: Nil

(b) number of complaints disposed off during the year:
Nil

(c) number of complaints pending as on end of the
financial year: Nil

29. POLICIES

The details of the Key Policies adopted by your Company
are available on website of the Company on web link
https://www.mnclgroup.com/mncl-policies.

30. RISK MANAGEMENT

(i) Risk Management Policy

The Company has a well-defined risk management
framework that is embedded into its operational
and strategic processes. The framework enables
systematic identification, assessment, and
mitigation of risks, ensuring continuity of business
operations and informed decision-making. Key
business risks and their mitigation strategies are
reviewed periodically and are integrated into the
Company's annual and strategic business planning
processes. The risk management framework is
supported by robust mitigation controls and a
structured reporting mechanism that ensures timely
escalation and resolution of risk-related matters.

In compliance with Regulation 21 of the SEBI Listing
Regulations, the Board of Directors has constituted
a Risk Management Committee. The Committee
is entrusted with the responsibility of overseeing
the Company's risk management plans, monitoring
emerging risks, reviewing the adequacy of
mitigation measures, and ensuring that the overall

risk management framework remains relevant
and effective in the face of evolving business and
regulatory environments.

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

(ii) Risk Management Report

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

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

31. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Companies Act,
2013 read with Rule 8 of the Companies (accounts) rules,
2014, details regarding the Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings
and Outgo for the year under review are as follows:

A) Conservation of Energy

a. Steps taken or impact on conservation of
energy - The operations of the Company
are not energy intensive. However, adequate
measures have been initiated across all
branches of the Company to reduce energy
consumption as the Company is committed to
sustainable business practices by contributing
to environment protection and considers
energy conservation as one of the strong
pillars of preserving natural resources.

b. Steps taken by the Company for utilizing
alternate sources of energy - The Company
is engaged in providing financial services
and as such its operations do not account

for substantial energy consumption. Several
environment friendly measures adopted by
the Company include:

• Creating environmental awareness by
way of distributing the information in
electronic / digital form

• Installation of LED lights in place of CFLs

• Reducing electricity demand wherever
underutilized

• Limited access to printers

• Shutting off all the lights and air-
conditioners when not in use

• Minimizing air-conditioning usage

c. The capital investment on energy
conservation equipment - During the year
under review, the Company did not incur any
capital investment on energy conservation
equipment.

B) Technology Absorption

a. The efforts made towards technology
absorption - The management keeps itself
abreast of the technological advancements
in the industry and has adopted best in class
technology across business, operations and
functions. The Company is accelerating the
technology and digital transformation on
continuous basis. It stays invested in creating
a seamless digital and customer experience
across digital touch points. Your Company's
focused approach is to keep on enhancing its
in-house tech capabilities.

The management is aware of increasing
threats in the information security domain
and has taken several steps to ensure that
the Company is safeguarded against cyber
security attacks, data leakage and security
breaches. It has ensured that the Company
is at all times compliant with both regulatory
and technological controls. Organization has
adopted a multi-layered security approach by
implementing security controls for addressing
people, process and technology risks.

b. The benefits derived like product

improvement, cost reduction, product

development or import substitution - The

technology initiatives undertaken by the
Company have contributed to improved

operational efficiency, enhanced digital
customer experience, automation of business
processes, strengthening of information
security controls and improved service
delivery.

c. In case of imported technology (imported
during the last three years reckoned from
the beginning of the financial year) - Not

Applicable

d. The expenditure incurred on Research and

Development - During the year under review,
the Company did not incur any expenditure on
research and development.

C) The Particulars of Foreign Exchange Earning and
Outgo for the year under review are as follows:

There was no foreign exchange earnings and outgo
during the year.

32. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR AND THE DATE OF THIS
REPORT:

Except as disclosed elsewhere in this Report, there have
been no material changes or commitments affecting the
financial position of the Company between the end of
the financial year ended March 31, 2026 and the date of
this Report, which may have an impact on the financial
position, operations or the status of the Company as a
going concern.

33. INSIDER TRADING CODE

The Company has in place a Code of Conduct to Regulate,
Monitor and Report Trading by Designated Persons in
compliance with the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015,
as amended from time to time ("PIT Regulations").

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

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

34. CODE OF CONDUCT

Pursuant to the provisions of Regulation 26(3) of the SEBI
Listing Regulations the Company has formed a Code of
Conduct for Board and Senior Management Personnel
of the Company which is uploaded on the website of
the Company athttps://www.mnclgroup.com/storage/
code-of-conduct-bod-&-senior-management.pdf
The Code reflects highest standard of personal and
professional integrity, honesty and ethical conduct in
the discharge of duties and promote professionalism in
the Company. The Codes have been circulated to the
Directors and Senior Management Personnel and have
been duly complied by them.

35. CEO / CFO CERTIFICATION

Pursuant to the requirements of Regulation 17(8) read
with Schedule II of the SEBI Listing Regulations, the Chief
Executive Officer (CEO) and Chief Financial Officer (CFO)
of the Company have issued the prescribed certification
to the Board of Directors. The certification confirms that
the financial statements and other financial information
present a true and fair view of the Company's affairs, and
that appropriate internal controls and financial reporting
systems are in place and operating effectively. It also
confirms compliance with applicable laws and that no
material irregularities have been observed during the
year. The CEO/CFO Certificate forms part of the Report
on Corporate Governance included in the Annual
Report.

36. GENERAL CONFIRMATION

The Board of Directors state that no disclosure or
reporting is required in respect of the following items
as there were no transactions / events on these items
during the year under review:

i. Neither the Managing Director nor the Executive
Director received any remuneration or commission
from any of the subsidiaries of your Company;

ii. I ssue of equity shares with differential rights as to
dividend, voting or otherwise;

iii. The Company does not have any scheme of
provision of money for the purchase of its own
shares by employees or by trustees for the benefit
of employees;

iv. Issue of Shares including Sweat Equity Shares to the
employees of the Company under any scheme as
per provisions of Section 54(1)(d) of the Companies
Act, 2013;

v. I ssue of Shares (including Sweat Equity Shares) to
employees of the Company under any Scheme
save and except Employees Stock Option Schemes
(ESOS) referred to in this Report;

vi. Significant or material orders passed by the
Regulators or Courts or Tribunals which impact the
going concern status and the Company's operation
in future;

vii. No instances of non-exercising of voting rights in
respect of shares purchased directly by employees
under a scheme pursuant to Section 67(3) of the
Companies Act, 2013;

viii. The Company has not entered into any One-Time
Settlement with Bank's or Financial Institutions and
therefore, no details of Valuation in this regard are
available;

ix. There has been no change in the nature of business
of your Company;

x. There was no revision of financial statements and
Board's Report of the Company during the year
under review;

xi. There are no proceedings, either filed by the
Company or filed against the Company, pending
under the Insolvency and Bankruptcy Code, 2016 as
amended, before National Company Law Tribunal
or other courts during the FY 2025-26;

37. ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude
and deep appreciation for the continued support
and co-operation received by the Company from the
shareholders, clients, suppliers, bankers, business
partners/ associates, financial institutions and employees
and look forward for their continued support in the
future as well.

Your Directors appreciate and value the contribution
made by every member of the MNCL family.

For and on behalf of the Board of Directors

Vaibhav Jayantilal Shah Manju Suresh Bafna

Place: Mumbai Managing Director Chairman & Whole-Time Director

Date: May 15, 2026 DIN: 00572666 DIN: 01459885