Your Directors have pleasure in presenting the 41^st Annual Report together with the
Audited Financial Statements of MONIND LIMITED (“the Company”] for the Financial
Year ended on 31^st March, 2024.

1. FINANCIAL RESULTS AND BUSINESS OPERATIONS

A summary of the Company's Financial Results for the Financial Year 2023-2024 &
2022-2023 are as under:

2. STATEMENT OF COMPANY'S AFFAIR

During the financial year 2023-24, the operating income was nil. The Company has
recorded a net Loss after tax of Rs. 197.14 Lakhs for Financial year 2023-2024 as
compared to net Loss of Rs. 296.16 Lakhs for the Financial Year 2022-2023. The
Directors are optimistic about future performance of the Company.

3. CHANGE IN THE NATURE OF BUSINESS:

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

4. DIVIDEND AND RESERVES

In view of the losses suffered by the Company during the year under review, your
directors have not recommended any dividend and have not transferred any amount
to reserve for the Financial Year 2023-24.

5. PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public falling within
the purview of Section 73 of the Act read with Companies (Acceptance of Deposits]
Rules, 2014.

There is no unclaimed or unpaid deposit lying with the Company.

6. SHARE CAPITAL
Authorized Share Capital

The Authorized Share Capital of the Company as on 31^st March, 2024 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] and 1,05,00,000 (One Crore Five
Lakhs ] Non-Cumulative, Non-Convertible Redeemable Preference of Rs.100/-(Rupees
Hundred Only].

Paid up Share Capital

The Paid up Share Capital of the Company as on 31^st March, 2024 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.

During the financial year, the Board of Directors in their Board Meeting held on 29^th
June, 2023 have allotted the 0.01% Non-Cumulative, Non-Convertible Redeemable
Preference Shares of Rs. 100 each aggregating to Rs. 90,00,00,000 (Rupee Ninety Crore
only] by conversion of Loan into Preference Shares .

Pursuant to the said allotment, the issued, subscribed and paid up Share Capital of the
Company has been increased in the following manner:

7. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANY

As on March 31, 2024, 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/Associate Company/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.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors

As on the date of the report, the Board of Directors of the Company comprises of total
Four (4) directors. The Composition of the Board of Directors is as under:

In accordance with the provisions of Section 152(6] of the Companies Act, 2013 and
the Company's Articles of Association, Mr. Mahesh Kumar Sharma (DIN: 07504637] ,
Whole Time Director of the Company liable to retires by rotation at the forthcoming
41^st 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 41^st 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 2(51] & 203 of the Companies Act, 2013, during
the Financial year 2023-2024, Key Managerial Personnel (KMP's) of the Company are:-

1. Mr. Mahesh Kumar Sharma (DIN:07504637)- Whole Time Director & Chief
Financial Officer

2. Ms. Priya (M.NO. A43972)- Company Secretary (KMP ] and Compliance officer*

3. Ms. Rinkal (M.No. A55732)- Company Secretary (KMP ] and Compliance officer*

*During the Financial year under review, Ms. Priya (M.NO. A43972], Company Secretary
(KMP] and Compliance officer of the Company has resigned w.e.f 30.06.2023 and Ms.
Rinkal (M.No. A55732] has been appointed as Company Secretary (KMP] and
Compliance Officer of the Company w.e.f 01.07.2023. However, Ms. Rinkal has also
resigned from the post of Company secretary and Compliance officer of the company
w.e.f 23.07.2024.

9. DECLARATIONS BY INDEPENDENT DIRECTORS

The Company has received declarations from the Independent Directors of the
Company under section 149(7] of the Companies Act, 2013 confirming that they meet
the criteria of independence as provided 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 included
their names 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.

Further, in terms of Regulation 25(8] of the SEBI LODR Regulations, the Independent
Directors have confirmed that they are not aware of any circumstances or situation
which exist or may be anticipated, that could impair or impact their ability to
discharge their duties.

Further, in the opinion of the Board, Independent Directors qualify the criteria of
Independent Director as mentioned in the Act and SEBI LODR Regulations and are
independent of the management.

During the FY 2023-24 separate meeting exclusively of Independent Directors was
held on 30^th May 2023.

10. NUMBER OF MEETING OF THE BOARD OF DIRECTORS

During the financial period 2023-24, the Board of Directors met Five (5] times, the
details of which are as under:

The Board of Directors met at Regular Intervals to transact business and the gap
between two meetings was not exceeding one hundred and twenty days.

The Company has complied with Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements] Regulations, 2015 and the applicable
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 2023-2024 are as under:

11. 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. The members of the Committee as on March 31, 2024
are as follows:

Four (4] meetings of the Audit Committee were held during the period ended
March 31, 2024 on May 30, 2023, August 11, 2023, November 09, 2023 and
February 13, 2024.

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. The
Nomination and Remuneration Committee consists of following members:

Three (3] meetings of the Nomination and Remuneration Committee were held
during the period ended March 31, 2024 on May 30, 2023, June 29, 2023 and August
11, 2023.

c. Stakeholders Relationship Committee

Your Board has constituted Stakeholders Relationship Committee under the
provisions of Section 178(5] of Companies Act, 2013. The Committee consists of
following members:

Three (3] meetings of the Stakeholders Relationship Committee were held during
the period ended March 31, 2023 on May 30, 2023, August 11, 2023 and February
13, 2024.

d. Executive Committee:

The Executive Committee was 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 was 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.

12. ANNUAL BOARD EVALUATION

In terms of provisions of the Act and Regulation 17(10} read with Regulation 25(4) 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 Board 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 shareholders' interest and enhancing
shareholders value etc.

Pursuant to the Policy, Board has carried out the annual performance evaluation of the
Board as whole, all the Board Committees and individual Directors for the FY 2023-24
in May 2024 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 30, 2024 for the FY 2023-24.

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

13. 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 are 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 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 and there
was no material related party transaction entered by the Company during the year as
per Related Party Transactions Policy, no details are required to be provided in Form
AOC-2 prescribed under clause (h] of sub-section (3] of section 134 of the Act and Rule
8(2] of the Companies (Accounts] Rules, 2014.

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

14. DIRECTOR'S RESPONSIBILITY STATEMENT

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

a] In preparation of Annual Accounts for the financial year ended 31^st March, 2024 in
the applicable Indian Accounting Standards (Ind "AS”) and Schedule III of
Companies Act, 2013 had 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, 2024 and of the
profit and loss of the Company for the Financial Year ended 31^st March, 2024.

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, 2024 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.

15. INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEM

The internal control system is an integral part of the general organizational structure
of the Company. The system is highly structured and totally in sync with the size and
nature of its business. This process is aimed at pursuing the values of both procedural
and substantial fairness, transparency and accountability. The internal control system
is basically a set of rules, regulations, policies which allows enhanced monitoring. The
organization is appropriately staffed with qualified and experienced personnel for
implementing and monitoring the internal control environment.

The Board has laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively
during the financial year.

16. AUDITORS

i) Statutory Auditor

The Board of Directors and Members of the Company at its Annual General Meeting
held on 28.09.2022 has approved the appointment of M/s O P Bagla & Co. LLP,
Chartered Accountants (Firm Regn. No.000018N/N500091] as the Statutory Auditors
of the Company for a term of 5 years commencing from the conclusion of the 39th
AGM till the conclusion of the 44th AGM.

The Company has received certificate to the effect that M/s O P Bagla & Co. LLP
satisfy the criteria provided under Section 141 of the Companies Act, 2013.

The Report given by the Auditor on financial statements of the Company forms part of
the Annual Report. There is no qualification in the Auditors Report on financial
statements for the financial year ended March 31, 2024 and hence, no explanation is
required thereon.

ii) Secretarial Auditor

Pursuant to 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 2023-24. The Report of
Secretarial Auditor (Form MR-3] for the Financial Year2023-24 is annexed to the
report as Annexure-1.

Report of the Secretarial Auditor is without any qualification and hence, no explanation
is required thereon.

However, the Board of Director in its Board Meeting held on 13^th August, 2024 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 2024-25.

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 Auditors of
the Company in its Board Meeting held on 11^th August, 2023 for the Financial Year
2023-24.

However the Board of Director in its Board Meeting held on 13^th August, 2024 has re¬
appointed M/s VGG & Co. ,Chartered Accountants (Firm Registration No.: 031985N] as
Internal Auditors of the Company for the Financial Year 2024-2025.

17. 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.

18. LISTING OF SHARES

The Company's Equity Shares are presently listed at BSE Limited. The Annual Listing
Fees for the Financial Year 2023-24 has been paid to BSE Limited.

The Equity Shares of the Company has the electronic connectivity under ISIN No.
INE407E01029. To provide service to the Shareholders, the Company has appointed
M/s. MCS Share Transfer Agent Limited, F-65, 1^st Floor, Okhla Industrial Area, Phase-I,
New Delhi-110020 as Registrar and Transfer Agent of the Company for Electronic
Connectivity with NSDL and CDSL .The Company has made application to The Calcutta
Stock Exchange Ltd. (7, Lyons Range, Kolkata-700001] for delisting of its equity shares.

19. 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.

20. 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.

21. 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.

22. DETAILS OF FRAUDS REPORTABLE BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial
auditors of the Company has disclosed any instance of fraud committed against the
Company by its officers or employees required to be disclosed in terms of Section
143(12] of the Act.

23. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments adversely 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 relate (i.e. March 31, 2024] and as of
date of the report i.e. August 13, 2024.

24. 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.

25. STOCK OPTIONS SCHEME

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

26. 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.

27. ANNUAL RETURN

As required pursuant to Section 92(3] and 134 (3) (a) of the Companies Act,2013, the
Annual Return of the Company for the F.Y 2023-24 is available on the website of the
Company at http://www.monnetgroup.com/extract-of-annual-returns-2024.php

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the Financial Year 2023-2024, the company has given no Loan and 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. 2023-2024 for the
investment as on March 31, 2024).

29. 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.

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with
instance of unethical practices, fraud and mismanagement, actual or suspected fraud or
violation of the Company's code of conduct or ethics policy and any leak/suspected
leak of Unpublished Price Sensitive Information or gross misconduct by the employees
of the Company, if any, that can lead to financial loss or reputational risk to the
organization. The detail of the Whistle Blower Policy has been posted on the website of

the Company & can be accessed through the link 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. 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 (Accounts] Rules, 2018.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place Prevention of Sexual Harassment at Workplace Policy in line
with the requirements of The Sexual Harassment of Women at the Work Place
(Prevention, Prohibition and Redressal] Act, 2013 and rules made thereunder. An
Internal Complaints Committee (ICC] is in place as per the requirements of the said Act
to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees] are covered under this policy. No case
has been reported during the year under review.

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. SECRETARIAL STANDARDS

The Board of Directors affirm that, the Company has complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India (SS1 and
SS2] respectively relating to Meetings of the Board, its Committees and the General
Meetings.

35. DETAILS OF APPLICATION/PROCEEDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016

There is no such proceeding pending against the Company under Insolvency and
Bankruptcy Code, 2016 during the Financial Year ended March 31, 2024.

36. DIFFERENCE IN VALUATION

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

37. CORPORATE GOVERNANCE REPORT

Report on Corporate Governance Practices and the Auditors Certificate regarding
compliance of Corporate Governance conditions and certification by CEO/Whole Time
Director & CFO are not applicable on the Company as per regulation 15(2](b] of SEBI
LODR Regulations.

38. 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.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange earned in terms of actual inflows during the year: NIL
Foreign Exchange outgo during the year in terms of actual outflows: NIL

39. ACKNOWLEDGEMENT

Your Directors take this opportunity to offer their sincere thanks to the various
Departments of the Central and State Government, Financial Institutions, Bankers to
the Company, all Customers, Suppliers and contractors for their continued valued
assistance and support. Your Directors also wish to place on record their appreciation
for dedicated services rendered by all officers, staff and workers of the Company at all
levels.

Date 13.08.2024 BY ORDER OF THE BOARD

Place: New Delhi For MONIND LIMITED

Sd/- Sd/-

(Babika Goel) (Mahesh Kumar Sharma)

Director Whole-Time Director & CFO

DIN:07060202 DIN: 07504637