The Directors present the 9th Annual report of the Company along with the audited financial statements for the financial
year ended March 31, 2025.

1. FINANCIAL PERFORMANCE

The Company's financial performance for the year under review along with previous year figures is given hereunder:

(Amount in Lakhs)

2. DIVIDEND

In order to conserve the reserve, your directors do not recommend any dividend for the financial year ended, 31st March,
2025.

3. TRANSFER TO RESERVE & SURPLUS

The net profit of the company for F.Y. 2024-25 is Rs. 227.39 Lakhs. The profit of F.Y. 2024-25 has been transferred to the
surplus account.

4. COMPANY'S PERFORMANCE REVIEW

The revenue from operations for FY 2024-25 is Rs. 5,074.52 Lakhs over the previous year's revenue from operations of Rs.
4,212.62 Lakhs which is 20.46% more than previous year's revenue from operations.

Net Profit after tax for FY 2024-25 is Rs. 227.39 Lakhs against the previous year's Net profit after tax of Rs. 224.12 Lakhs which
is 1.46% more than previous year's Net Profit after tax.

The overall performance of the Company has been increased when compared to the previous years and the Company shall

continue to provide better results to the shareholders in upcoming years via better performance.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company which occurred
between the end of the financial year of the Company to which the financial statements relate and the date of the report.

6. CAPITAL EXPENDITURE PROGRAMME

During the year under review, the company has not invested anything in the capital expenditure because already whatever
the capital expenditure was to be spent has already been done in the previous years and the factory is fully operational
along with its complete facilities. There has been Rs.3,05,250/- amount of expenditure that has happened for the laboratory
and R&D lab development which is mainly focused on the laboratory equipment's. Other than that, there has been the plant
capacity expansion in terms of the franchise units wherein we have signed up with various franchises and created additional
capacities in different geographical locations namely Pune, Ghaziabad, Kurukshetra, Indore and Rajkot.

So, these are the major capacities where we have explored the company's production capacities.

7. SHARE CAPITAL

The Authorised Share Capital as on 31st March, 2025 is Rs. 10,00,00,000 and Paid up share capital as on 31st March, 2025
was Rs. 7,32,90,900.

During the year the company has increased its Authorised Share Capital from Rs. 7,00,00,000/- to Rs. 10,00,00,000/- and
also there was change in Paid up capital twice during the year.

1. Qualified Institutional Placement (QIP) - from Rs. 6,30,37,500/- to Rs. 7,32,27,500/-.

2. Employee Stock Option Scheme 2023 commonly known as MCON ESOP Scheme 2023 - from Rs. 7,32,27,500/- to
Rs. 7,32,90,900/-.

8. LISTING INFORMATION

The Equity Shares in the Company are continued to be listed with NSE EMERGE Platform and in materialized form. The
ISIN No. of the Company is INE004M01019.

9. STATEMENT PURSUANT TO LISTING AGREEMENT

The Company Equity Shares is listed at National Stock Exchange of India Limited (Emerge Platform). The Annual Listing fee
for the year 2025-26 has been paid.

10. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on
deposits from public was outstanding as on the date of the balance sheet as per section 73 and 76 of the companies Act,
2013 read with Companies (Acceptance of Deposits) Rules, 2014.

The Company further reports the below details relating to deposits as per Rule 8(5)(v) and (vi) as follows:

(a) accepted during the year; Nil

(b) remained unpaid or unclaimed as at the end of the year; Nil

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so,
number of such cases and the total amount involved- Nil

(I) at the beginning of the year; Nil

(ii) maximum during the year; Nil

(iii) at the end of the year; Nil

(vi) the details of deposits which are not in compliance with the requirements of Chapter V of the Act; Nil

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans, guarantees or made investment covered under the provisions of section 186 of the
Companies Act, 2013 during the year 2024-25.

12. CHANGE IN THE NATURE OF BUSINESS

During the year there is no change in the nature of the business of the company.

13. INTERNAL CONTROLS AND THEIR ADEQUACY

The Company has implemented robust internal controls designed to support the achievement of its operational,
compliance, and reporting objectives. These controls are supported by well-defined policies and procedures, which are
commensurate with the Company's current scale of operations and adaptable to its future growth. These policies form the
foundation of the internal control framework and are regularly reviewed for relevance, adequacy, and alignment with
evolving business requirements. Compliance is embedded into the management review process to ensure consistent
enforcement and accountability.

The adequacy of internal controls over key processes is independently assessed by the Internal Audit team.
Recommendations for improvement are shared with respective process owners, and necessary enhancements are
implemented in a timely manner. Significant audit findings, along with management responses and the status of corrective
actions, are periodically presented to and reviewed by the Audit Committee. This oversight ensures that internal financial
controls are effective in both design and operation.

M/s. B H Doshi & Associates (Firm Regn No: 144462W), Chartered Accountants, Mumbai, serve as the internal auditors of the
Company. They conduct internal audits covering all critical areas of operations and submit their findings to the Audit
Committee. These audits focus on evaluating the adequacy and effectiveness of internal control systems. The Audit
Committee regularly reviews the outcomes of these audits to ensure the continued effectiveness and integrity of the
Company's internal control environment.

14. DETAILS OF HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATES

During the year under review, no company has become or ceased to be a subsidiary, joint venture, or associate company of
the Company.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the
Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange
earnings and outgo are under:

16. INDUSTRIAL RELATION

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. The
company recognizes the significance of maintaining harmonious and constructive industrial relations, fostering a
collaborative environment that promotes the well-being and productivity of our workforce. We believe that healthy
relationships with our employees and their representatives are essential for the long-term success and sustainable growth
of the organization.

Throughout the reporting period, we have actively engaged in dialogue and consultations with employee representatives
and unions to address workplace concerns, promote open communication, and seek mutually beneficial solutions. We have
strived to create a workplace culture that values employee engagement, inclusively, and respect, enabling our workforce to
contribute their best efforts towards achieving our business objectives.

17. BOARD OF DIRECTORS, BOARD MEETINGS AND KEY MANAGERIAL PERSONNEL

The Company's Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013, SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable on the Company and provisions of the

Articles of Association of the Company. The Company's Board has been constituted with requisite diversity, wisdom and
experience commensurate to the business of your Company.

There are eight Directors on the Board of the Company, headed by a Managing Director (Chairman), two Whole-time
Director and includes one woman Non-executive Director and four Independent Directors on its Board.

The Directors on the Board have experience in the field of finance, legal, statutory compliance, engineering and accounts.
None of the Directors are disqualified under the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as at
March 31, 2025.

BOARD COMPOSITION

18. APPOINTMENT/REAPPOINTMENT/CHANGE OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

As per Provisions of Section 152 of the Companies Act, 2013, Mr. Chetan Ravji Bhanushali Whole Time Director is liable to

retire by rotation and is eligible to offer himself for re-appointment.

19. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, with respect to Director Responsibility Statement, the Board of Directors, to the best of

its knowledge and ability, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures;

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the
end of the financial year and of the profit 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 Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively.

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

20. NUMBER OF BOARD MEETINGS AND ATTENDANCE

During the Financial year 2024-25, Seven (07) board meetings were held. The interval between any two meetings was well

within the maximum allowed gap of 120 days.

The Composition of Board of directors and the details of meetings attended by the board of directors during the year are
given below.

Name of the Director Category No. of Board Meetings No. of Board

Held & Entitled Attend Meetings Attended

Board Meeting dates

COMMITTEES OF THE BOARD

Matters of policy and other relevant and significant information are furnished regularly to the Board. To provide better Corporate
Governance & transparency, currently, your Board has four (4) Committees viz., Audit Committee, Nomination & Remuneration
Committee, Management Committee and Stakeholder Relationship Committee to investigate various aspects for which they
have been constituted. The Board fixes the terms of reference of Committees and delegate powers from time to time.

AUDIT COMMITTEE

The Audit Committee comprises of non-executive Independent Director and Executive Director as its Member. The Chairman of
the committee is Independent Director.

During the Financial year 2024-25, Four (4) meeting of audit committee held on 23.05.2024, 10.08.2024, 13.11.2024 and
18.03.2025.

The Composition of Audit Committee and the details of meetings attended by members during the year are given below.

Mr. Dilip Mangilal Jain, Chairman of the Audit Committee, was present at the AGM of the Company held on September 12, 2024

RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH
REASONS

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of Independent Directors and non-executive Director as its members.
The Chairman of the Committee is an Independent Director.

During the Financial year 2024-25, Three (3) meetings of the Nomination and Remuneration Committee were held on 10.08.2024,
13.01.2025 and 18.03.2025.

The Composition of Nomination and Remuneration Committee and the details of meetings attended by members during the year
are given below.

Ms. Dhara Haresh Thakkar, Chairperson of the Nomination and Remuneration Committee, was present at the AGM of the
Company held on September 12, 2024

The Nomination and remuneration policy available on the website of the company at https://mconrasayan.com/wp-
content/uploads/2022/12/Nomination-and-Remuneration-Policy.pdf

STAKEHOLDER RELATIONSHIP COMMITTEE

The stakeholder relationship committee comprises Non-executive Director, and two Independent Directors as its members. The
Chairman of the Committee is an Independent Director.

During the Financial year 2024-25, One (1) meeting of Stakeholder Relationship Committee was held on 18.03.2025.

The Composition of Stakeholder and Relationship Committee and the details of meetings attended by the members during the
year are given below:

Mr. Dilip Mangilal Jain, Chairman of the stakeholder relationship Committee, was present at the AGM of the Company held on
September 12, 2024

MANAGEMENT COMMITTEE

The management committee comprises Managing Director, Whole-time Director and Chief Financial Officer as its members. The
Chairman of the Committee is a Managing Director.

During the Financial year 2024-25, One (1) meeting of Management Committee was held on 10.01.2025.

The Composition of Management Committee and the details of meetings attended by the members during the year are given
below:

21. MCON RASAYAN INDIA LIMITED EMPLOYEE STOCK OPTION SCHEME 2023

Your company had Mcon Rasayan India Limited Employee Stock Option Scheme 2023 commonly know as MCON ESOP
Scheme 2023 after taking shareholder approval through postal ballot on 11th December 2023. Your company has given
grant letter to its employees.

In the year 2023-24, your Company adopted an Employees Stock Option Plan named as “Mcon Rasayan India Limited
Employee Stock Option Scheme 2023 - commonly known as MCON ESOP Scheme 2023” (“ESOP Scheme”).

The options to acquire shares by way of ESOP plan shall be granted to the eligible employees who are in the permanent
employment of the Company working in India or outside including directors of the Company whether whole time or not
(excluding independent directors).

As per the MCON ESOP Scheme 2023, the Company is authorized to issue up to 3,15,500 options under the Plan. Grant
letters under the scheme were issued by the Company on 12th January 2024. In compliance with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021, Part-F of the ESOP disclosures is available on the Company's
website on https://mconrasayan.com/wp-content/uploads/2025/08/Part-F-Mcon-V1-05-08-2025.pdf.

During the financial year 2024-25, your Company held an Extra-Ordinary General Meeting on 10th February 2025 to
approve a change in the vesting period under the MCON ESOP Scheme 2023. Revised grant letters reflecting the amended
terms were issued on the same date. Subsequently, on 18th March 2025, the Company allotted 6,340 equity shares to
eligible employees under the said ESOP scheme.

22. ANNUAL RETURN

Pursuant to the requirement under section 134(3)(a) and 92(3) of the Companies Act, 2013 ('the Act'), the Annual Return as
on March 31, 2025, is available on the Company's website on

https://mconrasayan.com/wpcontent/uploads/2025/08/Annual_Return_2024-25.pdf.

23. CORPORATE GOVERNANCE REPORT

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply
in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore,
as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate

Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2024-25.

24. AUDITORS

I. STATUTORY AUDITORS

Devang Kumar Dand & Associates, Chartered Accountants (Firm Registration No.-135250W), were appointed as
Auditors of the Company for a term of 5 years on 30th November, 2021, i.e. from 01.04.2021 to 31.03.2026 till the
conclusion of the Annual General Meeting to be held in the year 2026.

II. SECRETARIAL AUDITOR

The Board of directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s. Prem Pyara Tiwari &
Associates, (FRN No. S2017UP496300), Practicing Company Secretaries as Secretarial Auditor of the Company to
conduct the Secretarial Audit as per the provisions of the said Act for the Financial Year 2024-25.

A Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as Annexure-I in Form MR-3.

III. INTERNAL AUDITOR

The Board of directors has appointed of M/s. B.H. DOSHI & ASSOCIATES., Chartered Accountants (Firm Reg No:
0144210W) as the internal auditor of the company; The Internal Auditor conducts the internal audit of the functions and
operations of the Company and reports to the Audit Committee and Board from time to time.

IV. COST AUDITOR

During the year under review the requirement to appointment of Cost Auditor for the Company does not arise. Hence
this provision is not applicable.

V. REVIEW OF AUDITORS REPORT

There are no qualifications, reservations or adverse remarks made by Statutory Auditors M/s. Devang Kumar Dand &
Associates., Chartered Accountants Firm Registration No.-135250W, in the Auditor's report for the Financial Year ended
March 31, 2025.

VI. REVIEW OF SECRETARIAL AUDITORS REPORT

There are no qualifications, reservations or adverse remarks made by Secretarial Auditors M/s. Prem Pyara Tiwari &
Associates, (FRN No. S2017UP496300), Practicing Company Secretaries, in the Secretarial Audit Report for the
Financial Year ended March 31, 2025.

VII. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit
Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company
by its officers or employees, the details of which would need to be mentioned in the Board's Report.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement)
Regulations, 2015 (“Listing Regulations”) the Management Discussion and Analysis of the Company for the year under
review is presented in a separate section forming the part of the Annual Report is attached here with as Annexure II.

26. DEMATERIALISATION OF SHARES

During the year under review, all the equity shares were dematerialized through depositories viz. National Securities
Depository Limited and Central Depository Services (India) Limited, which represents 100% of the total paid-up capital of the
Company. The Company ISIN No. is INE0O4M01019 and Registrar and Share Transfer Agent is MUFG Intime India Private
Limited.

27. DIRECTOR REMUNERATION AND SITTING FEES

Member's attention is drawn to Financial Statements wherein the disclosure of remuneration paid to Directors is given
during the year 2024-25. Details of Sitting fees paid to the non-executive directors are disclosed in the financial statements.

28. 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 made by the company with related
parties which may have potential conflict with the interest of the company at large. Your directors draw your attention to
notes to the financial statements for detailed related parties' transactions entered during the year.

Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or Members / Shareholders has
been obtained for such transactions. However, as part of good corporate governance, all related party transactions covered
under Section 188 of the Act are approved by the Audit committee.

The form AOC- 2 is attached as Annexure - III with this report.

29. CREDIT RATING

The company has not obtained any rating from any Credit Rating Agency during the year.

30. DECLARATION FROM INDEPENDENT DIRECTORS

All the Independent Directors on the Board have given a declaration of their independence to the Company as required
under section 149(6) of the Companies Act, 2013 & Regulation 16(1)(b) of the Listing Regulations.

During the year under review no new Independent Directors were appointed in the Company.

31. MEETING OF INDEPENDENT DIRECTORS

Schedule IV of the Companies Act, 2013 and the Rules thereunder mandate that the independent directors of the Company
shall hold at least one meeting in a financial year, without the attendance of non-independent directors and members of the
Management. During the year under review, the Independent Directors met on March 18, 2025 inter alia, to:

1. Review the performance of the Non- Independent Directors and the Board of Directors as a whole.

2. Review the performance of the Chairman of the Company, taking into the account of the views of the Executive and
Non- Executive Directors.

3. Assess the quality, content and timeliness of flow of information between the management and the Board that is
necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present in the meeting. At the meeting, the independent directors discussed, among
other matters, the performance of the Company and risks faced by it, the flow of information to the Board, competition,
strategy, leadership strengths and weaknesses, governance, compliance, Board movements, succession planning, human
resources matters and the performance of the executive members of the Board, and the Chairman.

The Board is satisfied with the integrity, expertise and experience (including the proficiency) of the independent directors
and their contributions towards the enhancement of operations of the Company.

32. CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS

An Independent Director shall be a person of integrity and possess appropriate balance of skills, experience and knowledge
in one or more fields of finance, law, management, sales, marketing and technical operations or any other discipline related to
the Company's business. The Company did not have any peculiar relationship or transactions with non-executive Directors
during the year ended March 31, 2025.

33. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the nomination and remuneration committee has laid down the
evaluation of the performance of Individual Directors and the Board as a whole. Based on the criteria the exercise of
evaluation was carried out through the structured process covering various aspects of the Board functioning such as
composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance,
contribution at meetings, etc. The performance evaluation of the Chairman and the Non-Independent Directors was carried
out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board
(excluding the Director being evaluated). The Director expressed their satisfaction with the evaluation process.

34. INVESTOR EDUCATION AND PROTECTION FUND

During the year under review the provisions relating to transfer of funds to Investor education and protection fund does not
apply to the Company.

35. CORPORATE SOCIAL RESPONSIBILITY

The Company is not liable to have CSR initiatives and activities under the Companies (Corporate Social Responsibility
Policy) Rules, 2014 as this is not applicable to our Company.

36. POLICIES OF THE COMPANY

• REMUNERATION AND APPOINTMENT POLICY

The Nomination and Remuneration Committee ('NRC') formulates and recommends to the Board the appropriate
qualifications, positive attributes, characteristics, skills and experience required for the Board as a whole and its
individual members with the objective of having a Board with diverse backgrounds and experience in business,
government, education and public service. The Policy for appointment and removal of Directors and determining
Directors' independence is available on our website at https://mconrasayan.com/wp-
content/uploads/2022/12/Nomination-and-Remuneration-Policy.pdf. The committee inter alia ensures that:

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors
and key managerial personnel of the quality required to run the company successfully.

b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks and
relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

c. remuneration to directors, key managerial personnel and senior management involves a balance between fixed
and incentive pay reflecting short and long-term performance objectives appropriate to the working of the
company and its goals.

• POLICY ON MATERIALITY OF RELATED PARTY TRANSACTION

Your Company has adopted the policy on Materiality of Related Party Transaction to set out the dealing with the
transaction between the Company and its related parties. The Policy on Materiality of Related Party Transaction has
been available on the website of the Company https://mconrasayan.com/wp-content/uploads/2022/12/Policy-on-
Related-Party-Transactions-1.pdf

• POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT

Your Company has adopted the policy of code of Conduct to maintain standard of business conduct and ensure
compliance with legal requirements. The Policy on Code of Conduct for Director and Senior Management has been
available on the website of the Company https://mconrasayan.com/wp-content/uploads/2022/12/Code-of-Conduct-
for-Directors-and-Senior-Management.pdf

• PREVENTION OF INSIDER TRADING

Pursuant to provisions of the regulations, the Board has formulated and implemented a Code of Conduct to regulate,
monitor and report trading by employees and other connected persons and code of practices and procedure for fair
disclosure of unpublished price Sensitive Information. The same has been available on the website of the Company
https://mconrasayan.com/wp-content/uploads/2022/12/Internal-Procedures-and-Conduct-for-Prevention-of-
Insider-Trading-1.pdf

• POLICY ON THE PRESERVATION OF DOCUMENTS AND ARCHIVE POLICY

Pursuant to provision of the regulations, the board has formulated the policy on the Preservation of Documents &
Archive policy. The same has been available at the website of company at https://mconrasayan.com/wp-
content/uploads/2022/12/Policy-for-Archival-of-Documents.pdf

• DIVIDEND DISTRIBUTION POLICY

During the year under review the Company has not formulated Dividend Distribution Policy as it is not applicable to our
company currently.

* BUSINESS RISK MANAGEMENT

The Company has taken various steps in connection with the implementation of Risk Management measures in terms of
provisions contained in the Companies Act, 2013, after identifying the elements of risks which in the opinion of the
Board may threaten the very existence of the Company. The Company has laid down a comprehensive Risk Assessment
and Minimization Procedure which is reviewed by Board from time to time. Key risks identified are methodically
addressed through mitigating actions on a continuing basis.

* VIGIL MECHANISM/WHISTLE BLOWER MECHANISM

Your Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Vigil
Mechanism has been available on the website of the Company at https://mconrasayan.com/wp-
content/uploads/2022/12/Vigil-Mechanism-Whistle-Blower-Policy-for-Directors-and-Employees-1-1.pdf.

* POLICY ON DETERMINATION AND DISCLOSURE OF MATERIALITY OF EVENTS AND INFORMATION

Your Company has adopted a Policy on Determination and Disclosure of Materiality of Events and Information. The
Policy on Determination and Disclosure of Materiality of Events and Information has been available on the website of
the Company at https://mconrasayan.com/wp-content/uploads/2025/08/POLICY-ON-DETERMINATION-OF-
MATERIALITY-OF-EVENTS-INFORMATION.pdf.

37. PARTICULARS REGARDING EMPLOYEES' REMUNERATION

During the year under review, the details of employees drawing remuneration which is in excess of the limit as prescribed
under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed herewith as Annexure-IV.

The information pertaining to section 197 read with rules 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel), 2014 is annexed herewith as Annexure-IV.

38. DISCLOSURES BY DIRECTORS

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as information by
directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013 & Listing
Regulations.

39. DISQUALIFICATIONS OF DIRECTORS

During the financial year 2024-2025 under review the Company has received Form DIR-8 from all Directors as required
under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of
Directors) Rules, 2014 that none of the Directors of your Company is disqualified to hold office as per provision of Section
164(2) of the Companies Act, 2013 and debarred from holding the office of a Director pursuant to any order of the SEBI or any
such authority in terms of SEBI letter dated 14th June, 2018 and NSE circular dated 20th June 2018 on the subject
“Enforcement of SEBI orders regarding appointment of Directors by Listed Companies”.

The Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

40. SECRETARIAL STANDARD

Your directors' states that they have devised proper systems to ensure compliance with the Secretarial Standards and that
such system is adequate and operating effectively.

41. OTHER REGULATORY REQUIREMENT

The Company has been complied with all regulatory requirements of central government and state government and there
were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going
concern status and the Company's operations in future.

42. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this
system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned
companies and online viewing by investors of actions taken on the complaint and its status. Your Company has been

registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise
within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the
SCORES during financial year 2024-25.

43. INVESTOR GRIEVANCES REDRESSAL STATUS

During the Financial Year 2024-25, there were no complaints or queries received from the shareholders of the Company.
Company Secretary acts as the Compliance Officer of the Company is responsible for complying with the provisions of the
Listing Regulations, requirements of securities laws and SEBI Insider Trading Regulations. The Investor can send their query
to compliance@mconrasayan.com.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition,
and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules there under. The policy aims to provide protection to
employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or
incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has constituted committee (known as the Prevention of Sexual Harassment (POSH) Committee) under the
sexual harassment of women at workplace (prevention, prohibition, and Redressal) Act, 2013 and complied with the provisions
of the same.

The following is the Summary of sexual harassment complaints received and disposed off during the FY 2024-2025:

45. DISCLOSURES UNDER MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended, and ensures that all eligible
women employees are extended the benefits and protections mandated under the Act, including paid maternity leave and
other entitlements.

The Company also promotes a gender-inclusive workplace and is committed to supporting the health and well-being of
women employees through appropriate workplace policies and practices.

46. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 AND THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review this provision is not applicable on our Company.

47. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF

During the year under review this provision is not applicable on our Company.

48. DISCLOSURE REGARDING RECEIPT OF COMMISSION BY A DIRECTOR FROM THE HOLDING OR SUBSIDIARY OF A
COMPANY, IN WHICH SUCH PERSON IS A MANAGING OR WHOLE-TIME DIRECTOR - 197(14)

During the year under review this provision is not applicable on our Company.

49. SIGNIFICANT AND MATERIAL LITIGATIONS AND ORDER

During the year, there were no significant and material orders passed by the Regulators / Courts which would impact the
going concern status of the Company and its future operations.

50. COMPLIANCE WITH THE CODE OF CONDUCT OF BOARD OF DIRECTORS AND SR. MANAGEMENT

The Board of Directors and Senior Management of the Company have complied with the Company's Code of Conduct
applicable to Board of Directors and Senior Management.

51. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR

The company has implemented a robust Familiarization Program for independent directors, aiming to equip them with the
necessary knowledge, insights, and exposure to effectively discharge their responsibilities. The program includes
comprehensive induction, periodic updates on industry trends, site visits, relevant training programs, access to information,
and regular interactions with senior management. By actively engaging independent directors and providing them with the
necessary resources, we strive to foster a well-informed and engaged Board that contributes to effective governance and
value creation.

The Policy on Determination and Disclosure of Familiarization Programme for Independent Directors has been available on
the website of the Company at https://mconrasayan.com/wp-content/uploads/2025/08/Familiarization-Program-for-
Independent-Directors. pdf.

52. STATEMENT OF DEVIATION(S) OR VARIATION

As per the report submitted to the National Stock Exchange on 26.05.2025 there is no deviation or variations observed in the
utilisation of funds raised.

53. DECLARATION SIGNED BY THE CHIEF EXECUTIVE OFFICER STATING THAT THE MEMBERS OF BOARD OF
DIRECTORS AND SENIOR MANAGEMENT PERSONNEL HAVE AFFIRMED COMPLIANCE WITH THE CODE OF
CONDUCT OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT

Since, our Company falls in the ambit of SME Listed entity; hence compliance with the provisions of declaration signed by
the chief executive officer stating that the members of board of directors and senior management personnel
have affirmed compliance with the code of conduct of board of directors and senior management shall not apply to
the Company and it does not form the part of the Annual Report for the financial year 2024-25.

54. COMPLIANCE CERTIFICATE FROM EITHER THE AUDITORS OR PRACTICING COMPANY SECRETARIES
REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

Since, our Company falls in the ambit of SME Listed entity; hence compliance with the provisions of Compliance certificate
from either the auditors or practicing company secretaries regarding compliance of conditions of corporate
governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2024-25.

55. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE
(INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

During the Financial Year 2024-25, no new Independent Directors were appointed on the Board of the Company. Hence, the
requirement to provide the Board's opinion regarding the integrity, expertise, experience, and proficiency of newly
appointed Independent Directors does not arise for the year under review.

56. DISCLOSURES REGARDING DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT

As all shares of the Company are held in dematerialised form, there is no outstanding equity in physical mode. Accordingly,
the provisions relating to disclosures under the Demat Suspense Account or Unclaimed Suspense Account, as specified
under Para F of Schedule V of the Listing Regulations are not applicable to the Company.

57. DISCLOSURE REQUIREMENTS FOR CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES UNDER
REGULATION 30A(2) OF LISTING REGULATIONS

There are no agreements entered into by the shareholders, promoters, promoter group entities, related parties, directors,
key managerial personnel, employees of the listed entity or of its holding, subsidiary or associate company, among
themselves or with the listed entity or with a third party, solely or jointly, which, either directly or indirectly or potentially or
whose purpose and effect is to, impact the management or control of the listed entity or impose any restriction or create any
liability upon the listed entity as on the date of notification of clause 5A to Para A of Part A of Schedule III of the Listing
Regulations.

58. ACKNOWLEDGEMENT

The Directors thank the Company's employees, customers, vendors, investors and academic partners for their continuous
support.

The Directors also thank the Government of India, Governments of various states in India, concerned Government
departments and agencies for their co-operation.

For Mcon Rasayan India Limited

Sd/- Sd/-

Mr. Mahesh Ravji Bhanushali Mr. Chetan Ravji Bhanushali

Chairman & Managing Director Whole-time Director

Din: 07585072 DIN: 09341600

Add: A/22, Sai Baba Enclave Tower, Add: A/22, Sai Baba Enclave Tower,

Building Number 3, Behind City Centre, Building Number 3, Behind City Centre,

Off S V Road, Goregaon West, Off S V Road, Goregaon West,

Mumbai - 400104 Mumbai - 400104

Date: 18.08.2025
Place: Mumbai