Your Directors are pleased to present the 42^nd (Forty Second] Annual Report on the
business and operations of Monind Limited (“the Company”] together with the
Audited Financial Statements for the Financial Year ended on 31^st March, 2025.

1. FINANCIAL RESULTS AND BUSINESS OPERATIONS

A summary of the Company’s Financial Results for the Financial Year 2024-2025 &
2023-2024 are as under:

2. STATEMENT OF COMPANY'S AFFAIR

During the financial year 2024-25, the operating income was nil. The Company has
recorded a net Loss after tax of Rs. 253.75.14 Lakhs for Financial year 2024-2025 as
compared to net Loss of Rs. 197.14 Lakhs for the Financial Year 2023-2024. The
Directors are optimistic about future performance of the Company.

3. CHANGE IN THE NATURE OF BUSINESS IF ANY:

During the year under review, there was no change in the nature of business of the
Company.

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 the end of the financial year under review and date of this report.

5. DIVIDEND AND RESERVES

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 2024-25.

Further, no amount has been transferred to the general reserves during the year under
review.

6. DEPOSITS

During FY 2024-25, the Company has not accepted any deposits from the public in
terms of the provisions of Section 73 of the Act. Further, no amount on account of
principal or interest on deposits from the public was outstanding as on March 31, 2025.

7. SHARE CAPITAL
Authorized Share Capital

The Authorized Share Capital of the Company as on 31st March, 2025 is Rs.
109,00,00,000/- (Rupees One Hundred Nine Crore only] divided into 40,00,000 (Forty
Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only] 15,00,000 (Fifteen Lakhs ] 10%
Non-Cumulative, Non-Convertible Redeemable Preference of Rs. 100/-(Rupees
Hundred Only] and 90,00,000 (Ninety Lakh] 0.01% Non-Cumulative, Non-Convertible
Redeemable Preference Shares of Rs. 100/- (Rupees Hundred Only]

Paid Up Share Capital

The Paid up Share Capital of the Company as on 31^st March, 2025 is Rs. 108,68,12,620
(Rupees One Hundred Eight Crore Sixty Eight Lakhs Twelve Thousand and Six Hundred
Twenty Only] divided into 36,81,262 (Thirty Six Lakhs Eighty One Thousand Two
Hundred Sixty Two Only ] Equity Shares of Rs. 10 each and 15,00,000 (Fifteen Lakhs]
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 each.

There was no change in the Share Capital of the Company.

8. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on March 31, 2025, 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.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Directors

The Company has an appropriate mix of directors on its Board. As on March 31, 2025,
the Board consisted of one (1) Executive Director, one (1) Non-Executive Non

Independent Director and two (2) Non-Executive Independent Directors including one
(1) Woman Independent Director.

Directors are eminent individuals of diverse backgrounds with skills, experience and
expertise in various areas.

The directors of the Company as on March 31, 2025 are as follows:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and
the Company’s Articles of Association, Mr. Keshav Sharma (DIN: 08275228) , Director
of the Company liable to retires by rotation at the forthcoming 42 ^nd 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
42^nd Annual General Meeting.

A brief resume, nature of expertise, details of directorships held in other companies of
the Directors proposed to be appointed/re-appointed, along with their shareholding in
the Company, as stipulated under the Secretarial Standards and SEBI (Listing
Obligations and Disclosure Requirements] Regulations, 2015, is appended as an
Annexure 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 (KMP] of the Company as on March 31, 2025:

*Ms. Ritika Ahuja has been appointed as the Company secretary and Compliance officer
of the company w.e.f 13.08.2024 in place of Ms. Rinkal who has resigned on 23.07.2024.

10. 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 (Listing Obligation & Disclosure Requirements]
Regulations, 2015 ("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 Act 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 Act and applicable rules thereunder] of all Independent Directors on the
Board including those appointed during the Financial Year.

During the FY 2024-25 separate meeting exclusively of Independent Directors was
held on 30^th May 2024.

11. 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 Act, 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/MIL-code-policy.php

12. 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 SEBI Listing 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 2024-25 in May 2025 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 Board’s 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
meetings held on May 29, 2025 for the FY 2024-25.

The Board of Directors expressed their satisfaction with the Policy and Annual
Performance Evaluation process and evaluation results.

13. MEETINGS OF THE BOARD OF DIRECTORS

During the financial year ended March 31, 2025, four (4] meetings of the Board of
Directors were convened and held, the details of which are as under:

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 the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015 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 2024-2025 are as under:

14. 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 (Listing Obligations and
Disclosure Requirements] Regulations, 2015 . The members of the Committee as on
March 31, 2025 are as follows:

Four (4] meetings of the Audit Committee were held during the period ended
March 31, 2025 on May 30, 2024, August 13, 2024, November 13, 2024 and
February 13, 2025.

The Board of Directors of the company has accepted all the recommendation
received from the Audit Committee.

b. Nomination and Remuneration Committee

Your directors have constituted a Nomination and Remuneration Committee as
required under the provisions of Section 178 of the Companies Act, 2013 and
Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements]
Regulations, 2015. The Nomination and Remuneration Committee consists of
following members:

Two (2] meetings of the Nomination and Remuneration Committee were held
during the period ended March 31, 2025 on May 30, 2024 and August 13, 2024.

c. Stakeholders Relationship Committee

Your Board has constituted Stakeholders Relationship Committee under the
provisions of Section 178(5] of Companies Act, 2013 and Regulation 20 of the SEBI
(Listing Obligations and Disclosure Requirements] Regulations, 2015 The
Committee consists of following members:

Two (2] meetings of the Stakeholders Relationship Committee were held during the
period ended March 31, 2024 on August 13, 2024 and February 13, 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.

The Committee consists of following members:

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.

The Committee consists of following members:

During the year under review, no meeting of the Finance Committee took place.

15. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on
an arm’s length basis and were in the ordinary course of business. There were no
materially significant related party transactions entered by the Company with related
parties which may have a potential conflict with the interest of the Company.

All Related Party Transactions are placed before the Audit Committee for approval as
per the Related Party Transactions Policy of the Company as approved by the Board.
The policy is also uploaded on the website of the Company and can be accessed
through the link http://www.monnetgroup.com/MIL-code-policy.php

Since all the transactions with related parties during the year were on arm’s length
basis and in the ordinary course of business, the disclosure of related party
transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not
applicable for FY 2025.

The details of the transactions with related parties are provided in the notes to
accompanying standalone financial statements.

16. 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 (“AGM”) held on 28th September, 2022 for a term of 5
years commencing from the conclusion of the 39th AGM till the conclusion of the 44th
AGM.

The Auditor’s Report on the financial statements of the Company for the financial year
ended March 31, 2025, 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), Practicing Company Secretaries, New Delhi, as the Secretarial

Auditor of the Company to conduct the Secretarial Audit of the Company for Financial
Year 2024-2025.

The Secretarial Audit Report in Form MR-3 for the Financial Year 2024-25 is annexed to
this report as Annexure-1. 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 Listing and Obligations and
Disclosure Requirements (LODR] Regulations, 2015 are not applicable to the Company.

However, the Board of Director in its Board Meeting held on 13th August, 2025 has re¬
appointed M/s Sanjay Grover & Associates (Firm registration No P2001DE052900],
Practicing Company Secretaries, as the Secretarial Auditor of the Company to conduct
the Secretarial Audit of the Company for Financial Year 2025-2026.

iii) Internal Auditor

Pursuant to Section 138 of 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 13^th August, 2024 for the Financial Year
2024-2025.

However the Board of Director in its Board Meeting held on 13^th August, 2025 has re¬
appointed M/s VGG & Co. ,Chartered Accountants (Firm Registration No.: 031985N] as
Internal Auditor of the Company for the Financial Year 2025-2025.

17. DIRECTOR'S 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] and Section 134(3](c], and based
upon the detailed representation, due diligence and inquiry thereof and your Board of
Directors assures and confirm as under:

a] in the preparation of the annual financial statements for the year ended March 31,
2025, the applicable Indian Accounting Standards (“Ind AS”] and Schedule III of
Companies Act, 2013 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 31^st March, 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 annual accounts for the financial year ended 31st March, 2025 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 the all applicable laws and that such systems were adequate and operating
effectively.

18. 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 Company’s 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 2024-25.

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.

19. 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.

20. LISTING OF SHARES

The Company’s Equity Shares are presently listed at
a) BSE Limited

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai,-400001

b] The Stock Code & ISIN no. for dematerialisation of listed shares:

The Annual Listing Fees for the Financial Year 2025-26 has been paid to BSE Limited.

C] The Company has made application to The Calcutta Stock Exchange Ltd. (7, Lyons
Range, Kolkata - 700001} for delisting of its equity shares.

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.

21. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review detailing
economic scenario and outlook, as stipulated under Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements] Regulations, 2015 (“SEBI LODR
Regulations”} is presented in a separate section as Annexure-2 and forms an integral
part of this Report.

22. RISK MANAGEMENT FRAMEWORK

Your Company’s 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.

23. 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.

24. 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.

25. DETAILS OF FRAUDS REPORTABLE BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor
of the Company has disclosed 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 Act.

26. STOCK OPTIONS SCHEME

The Company does not have any Stock Option scheme for its employees, Directors etc.

27. ANNUAL RETURN

Pursuant to Section 92(3] read with section 134(3)(a) of the Companies Act, 2013,
copies of the Annual Return of the Company prepared in accordance with Section 92(1]
of the Act 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-2025.php

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the Financial Year 2024-2025, 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. 2024-2025 for the
investment as on March 31, 2025].

29. 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.

30. 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/MIL-code-policy.php

During the year under review, no complaint pertaining to the Company was received
under the Whistle Blower mechanism.

31. 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.

An Internal Complaints Committee (ICC] has been constituted to consider and resolve
complaints related to sexual harassment, as mandated by the said Act. The policy is
applicable to all employees of the Company, including permanent, contractual,

temporary, and trainees.

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

32. 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.

33. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section
197(12] of the Act, read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel] Rules, 2014 are annexed to this report as
Annexure - 3.

34. CORPORATE GOVERNANCE REPORT

Pursuant to regulation 15 of SEBI (Listing Obligations and Disclosure Requirements]
Regulations, 2015, the Compliance with the Corporate Governance provisions is not
applicable on the Company.

35. 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.

36. 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.

37. 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.

38. 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, 2025.

39. DIFFERENCE IN VALUATION

The Company has not made any one time settlement with the banks/financial
institutions during the year under review.

40. ACKNOWLEDGEMENT

Your Directors thank various Central and State Government Departments,
Organizations and Agencies for the continued help and co-operation extended by them.
The Directors also gratefully acknowledge all stakeholders of the Company viz.

customers, members, dealers, vendors, banks and other business partners for the
excellent support received from them 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 13.08.2025 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