Directors Report of MCON Rasayan India Ltd.

Mar 31, 2024

The Directors present the 8^th Annual report of the Company along with the audited financial statements for the financial year ended March 31,2024.

FINANCIAL PERFORMANCE

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

(Amount in Lakhs)
Standalone
Particulars	Financial Year 2023-24 (FY 2024)	Financial Year 2022-23 (FY 2023)
Revenue from Operations	4212.62	3104.97
Other Income	41.64	1.19
Total revenue	4254.26	3106.16
Operating Profit (Before Finance Cost and Depreciation & Amortisation)	571.38	269.41
Less: Finance Cost	151.64	78.09
Less: Depreciation & Amortisation	106.74	37.72
Profit before Tax	313.00	153.60
Less/(Add): Current Tax	70.66	51.11
Less/(Add): Deferred Tax Expense/Credit	18.22	(11.05)
Less/(Add): Prior period tax Adjustment	0	0
Profit after Tax	224.12	113.54
Earning Per Share
Basic	3.56	2.62
Diluted	3.56	2.62

DIVIDEND

In order to conserve the reserve, your directors do not recommend any dividend for the financial year ended, 31^stMarch, 2024. TRANSFER TO RESERVE & SURPLUS

The net profit of the company for F.Y. 2023-24 is Rs. 224.12 Lakhs. The profit of F.Y. 2023-24 has been transferred to the surplus account.

COMPANY''S PERFORMANCE REVIEW

The revenue from operations for FY 2023-24 is Rs. 4212.62 Lakhs over the previous year''s revenue from operations of Rs. 3104.97 Lakhs which is 35.67% more than previous year''s revenue from operations.

Net Profit after tax for FY 2023-24 is Rs. 224.12 Lakhs against the previous year''s Net profit after tax of Rs. 113.54 Lakhs which is 97% 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.

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.

CAPITAL EXPENDITURE PROGRAMME

During the year under review, the Company has invested ?442.01 Lakhs in the construction of the second phase of its Greenfield project, which aims to enhance production capabilities and equip the plant with the latest laboratory equipment. The new manufacturing plant at Ambheti was initiated in the 2021-22 fiscal year, recognizing that the existing manufacturing capacity was insufficient to meet the growing demand for the Mcon Range.This project is classified as a Greenfield project because it operates independently of the Company''s older manufacturing plants. The project is structured into three phases:

1. Phase 1: Establishment of a fully automatic sand unit along with a dry mix powder plant for grey powder products.

2. Phase 2: Development of a special grey powder product plant, a paste and liquid plant, and a white powder-based manufacturing setup.

3. Phase 3: Final touches to the factory, including the setup of a modern, fully equipped laboratory, a training center, staff offices, and a demonstration zone.

As of April 1, 2024, the Company has fully commenced operations for the second phase of the Greenfield unit located at Ambheti, Survey No. 2084/2, Koparli Road, Ambheti Kaprada, Vapi, Gujarat 396191. From this date, the Company has begun manufacturing high-end grey powder products, liquid admixtures, paints, and various paste products at the Ambheti plant.By establishing a manufacturing facility of this scale, the Company aims to attract large customers with competitive pricing, aligning with Prime Minister Narendra Modi’s Atmanirbhar Bharat Abhiyaan Scheme (Make in India). This new unit is expected to reduce turnaround time for product delivery to end users and expand the product range offered under its umbrella.

SHARE CAPITAL

The Authorised Share Capital as on 31^st March, 2024 is Rs. 7,00,00,000 and Paid up share capital as on 31st March, 2024 was Rs. 6,30,37,500.

LISTING INFORMATION

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

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 2024-25 has been paid.

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

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 2023-24.

CHANGE IN THE NATURE OF BUSINESS

During the year there is no change in the nature of the business of the company, except below addition:

On 01.04.2024, the Company has set up the Phase -2 Unit for commercial production of Dry Mix Powder products with a capacity of about 12500 metric tonnes per annum and Liquid Products with a capacity of about 8000 metric tonnes per annum in our Unit situated at Ambethi, Valsad, Gujarat.

INTERNAL CONTROLS AND THEIR ADEQUACY

The Company implemented suitable controls to ensure its operational, compliance and reporting objectives. The Company has adequate policies and procedures in place for its current size as well as the future growing needs. These policies and procedures play a pivotal role in the deployment of the internal controls. They are regularly reviewed to ensure both relevance and comprehensiveness and compliance is ingrained into the management review process.

Adequacy of controls of the key processes is also being reviewed by the Internal Audit team. Suggestions to further strengthen the process are shared with the process owners and changes are suitably made. Significant findings, along with management response and status of action plans are also periodically shared with and reviewed by the Audit Committee. It ensures adequate internal financial control exist in design and operation.

M/s. B H Doshi & Associates (Firm Regn No: 144462W), Chartered Accountants, Mumbai is the internal auditor of the Company, who conducts Internal audit and submit reports to the Audit Committee. The Internal Audit is processed to review the adequacy of internal control checks in the system and covers all significant areas of the Company''s operations. The Audit Committee reviews the effectiveness of the Company''s internal control system.

Sr. No.	Particulars	Comments
(A)	Conservation of energy
0)	the steps taken or impact on conservation of energy;	Energy conservation is very important for the company and therefore, energy conservation measures are undertaken wherever practicable in its plant and attached facilities. The Company is making every effort ensure the optimal use of energy, avoid waste and conserve energy by using energy efficient equipment’s with latest technologies. We are using gas furnace instead of coal furnace for sand drying operations thus reducing pollution. Also during summers, we are using solar heat to pre dry the sand before subjecting it to furnace.
00	the steps taken by the Company for utilizing alternate sources of energy;	Nil
(iii)	the capital investment on energy conservation equipment	Nil
(B)	Technology absorption
0)	the efforts made towards technology absorption	Company firmly believes that adoption and use of technology is a fundamental business requirement for carrying out business effectively and efficiently. While the industry is labour intensive, we believe that mechanization of development through technological innovations is the way to address the huge demand supply gap in the industry. We are constantly upgrading our technology to reduce costs and achieve economies of scale.

	Sr. No.	Particulars	Comments
	00	the benefits derived like product improvement, cost reduction, product development or import substitution;	Nil
	(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year:	Nil
		(a) the details of technology imported	Nil
		(b) the year of import	Nil
		(c) whether the technology been fully absorbed	Nil
		(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	Nil
	(iv)	the expenditure incurred on Research and Development	Nil
	(C)	Foreign exchange earnings and Outgo	Inflow (Rs. In Lakhs)	Out Flow (Rs. In Lakhs)
		The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows	0	0

DETAILS OF HOLDING, SUBSIDIARY AND ASSOCIATES

The Company does not have any holding, subsidiary and associate Company during the period of Reporting.

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:

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, inclusivity, and respect, enabling our workforce to contribute their best efforts towards achieving our business objectives.

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, 2024.

BOARD COMPOSITION
Sl.No	Name of the Person	DIN/PAN	Designation
1.	Mr. Mahesh Ravji Bhanushali	07585072	Managing Director
2.	Mrs. Puja Mahesh Bhanushali	07586657	Non-Executive Director
3.	Mr. Chetan Ravji Bhanushali	09341600	Whole-time Director
4.	Mr. Nandan Dilip Pradhan	09828134	Whole-time Director
5.	Mr. Tapas Bimal Majumdar	07609937	Independent Director
6.	Mrs. Sonal Alok Doshi	03434461	Independent Director
7.	Mr. Dilip Mangilal Jain	03569547	Independent Director
8.	Ms. Dhara Haresh Thakkar	09785362	Independent Director
9.	Mrs. Veenita Nishit Tanna	AIDPT9629H	Chief Financial Officer
10.	Mrs. Aesha Karan Shah	IKPPS9262H	Company Secretary & Compliance Officer

APPOINTMENT/REAPPOINTMENT/CHANGE OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

As per Provisions of Section 152 of the Companies Act, 2013, Mr. Mahesh Ravji Bhanushali Chairman & Managing Director is liable to retire by rotation and is eligible to offer himself for re-appointment.

On 01.09.2023 Mr. Kunal Borkar has resigned from the post of Company Secretary & Compliance officer of the Company.

On 02.12.2023 Mrs. Aesha Karan Shah has been appointed as the Company Secretary & Compliance officer of the Company. 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.

NUMBER OF BOARD MEETINGS AND ATTENDANCE

During the Financial year 2023-24, Five (05) 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 Held	No. of Board
		& Entitled to Attend	Meetings Attended
Mr. Mahesh Ravji Bhanushali	Managing Director	5	5
Mrs. Puja Mahesh Bhanushali	Non-Executive Director	5	5
Mr. Chetan Ravji Bhanushali	Whole-time Director	5	5
Mr. Nandan Dilip Pradhan	Whole-time Director	5	5
Mr. Tapas Bimal Majumdar	Independent Director	5	5
Mrs. Sonal Alok Doshi	Independent Director	5	5
Mr. Dilip Mangilal Jain	Independent Director	5	5
Ms. Dhara Haresh Thakkar	Independent Director	5	5
Board Meeting dates
Sl. No Date of Board Meeting	Board Meeting Attendance
1 29.05.2023	8
2 01.09.2023	8
3 09.11.2023	8
4 02.12.2023	8
5 19.03.2024	8

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 2023-24, Three (3) meeting of audit committee held on 12.05.2023, 29.05.2023 and 01.09.2023.

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

Name of the Director	Status in the Committee	Nature of Directorship	No. of Board Meetings Held & Entitled to Attend Meetings	No. of Board Meetings Attended
Mr. Dilip Mangilal Jain	Chairman of Committee	Non-Executive Independent Director	3	3
Mrs. Sonal Alok Doshi	Member	Non-Executive Independent Director	3	3
Mr. Mahesh Ravji Bhanushali	Member	Chairman & Managing Director	3	3

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 2023-24, Three (3) meetings of the Nomination and Remuneration Committee were held on 01.09.2023, 02.12.2023 and 12.01.2024.

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

Name of the Director	Status in the Committee	Nature of Directorship	No. of Board Meetings Held & Entitled to Attend Meetings	No. of Board Meetings Attended
Ms. Dhara Haresh Thakkar	Chairman of Committee Independent Director	Non-Executive	3	3
Mr. Tapas Bimal Majumdar	Member Independent Director	Non-Executive	3	3
Mrs. Puja Mahesh Bhanushali	Member	Non-Executive Director	3	3
The Nomination and remuneration policy available on the website of the company at httos://mconrasavan.com/wo-content/uDloads/2022/12/Nomination-and-Remuneration-Policy.pdf

STAKEHOLDER RELATIONSHIP COMMITTEE

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

During the Financial year 2023-24, One (1) meeting of Stakeholder Relationship Committee was held on 19.03.2024.

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

Name of the Director	Status in the Committee	Nature of Directorship	No. of Board Meetings Held & Entitled to Attend Meetings	No. of Board Meetings Attended
Mr. Dilip Mangilal Jain	Chairman of Committee	Non-Executive Independent Director	1	1
Ms. Dhara Haresh Thakkar	Member	Non-Executive Independent Director	1	1
Mrs. Puja Mahesh Bhanushali	Member	Non-Executive Director	1	1

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 2023-24, One (1) meeting of Management Committee was held on 30.03.2024.

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

	Name of the Director	Status in the Committee	Nature of Directorship	No. of Board Meetings Held & Entitled to Attend Meetings	No. of Board Meetings Attended
	Mr. Mahesh Ravji Bhanushali	Chairman of Committee	Chairman & Managing Director	1	1
	Mr. Nandan Pradhan	Member	Whole Time Director	1	1
	Mrs. Veenita Nishit Tanna	Member	Chief Financial Officer	1	1

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 11^th December 2023. Your company has given grant letter to its employees.

During 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 aggregate number of Options which may be issued by the Company under ESOP Plan is 3,15,500 options and as per the grant letter dated 12 January 2024 issued by the Company under ESOP Plan. As per SEBI SBEB Regulations, 2021, Part-F of ESOPS is available on Company’s website on https://mconrasayan.com/wp-content/uploads/2024/08/Disclosures-by-the-Board-of-Directors-for-ESOPS-Part-F.pdf

During the period the Company has received In-Principle Approval from National Stock Exchange of India Limited letter dated 26 December 2023 with reference number: NSE/LIST/38964 for issue, allotment and listing of 3,15,500 Equity shares of Rs. 10/- each to be allotted under MCON ESOP Scheme 2023.

During the period the Company has received In-Principle Approval from National Stock Exchange of India Limited letter dated 26 December 2023 with reference number: NSE/LIST/38964 for issue, allotment and listing of 3,15,500 Equity shares of Rs. 10/- each to be allotted under MCON ESOP Scheme 2023.

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, 2024, is available on the Company''s website on https://mconrasayan.com/wp-content/uploads/2024/08/Annual_Return_2023-24.pdf

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 2023-24.

AUDITORS

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.

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. D S Momaya & Co.,LLP, (FRN No. L2022MH012300), 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 2023-24.

For the Financial Year 2024-25 Prem Pyara Tiwari & Associates ), Practicing Company Secretaries as Secretarial Auditor of the Company during the Board Meeting held on 23^rd May 2024.

A Secretarial Audit Report for the Financial Year 2023-24 is annexed herewith as Annexure-II in Form MR-3.

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.

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.

REVIEW OF AUDITORS REPORT

There are no qualifications, reservations or adverse remarks made by Statutory Audito M/s. Devang Kumar Dand & Associates., Chartered Accountants Firm Registration No.-135250W, in the Auditor''s report.

REVIEW OF SECRETARIAL AUDITORS REPORT

There are no qualifications, reservations or adverse remarks made by Secretarial Auditors M/s. D S Momaya & Co., LLP, (FRN No. L2022MH012300), Practicing Company Secretaries, in the Secretarial Audit Report for the Financial Year ended March 31, 2024.

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.

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 III.

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 Link Intime India Private Limited.

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 2023-24. Details of Sitting fees paid to the non-executive directors are disclosed in the financial statements.

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 - IV with this report.

CREDIT RATING

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

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.

MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met on March 20, 2024 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.

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, the independent directors met once on 20.03.2024. 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.

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, 2024.

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.

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.

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.

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://mconrasavan.com/wp-content/uploads/2022/12/Nomination-and-Remuneration-Policv.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://mconrasavan.com/wp-content/uploads/2022/12/Policv-on-Related-Partv-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://mconrasavan.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://mconrasavan.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://mconrasavan.com/wp-content/uploads/2022/12/Policv-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://mconrasavan.com/wp-content/uploads/2022/12/Vigil-Mechanism-Whistle-Blower-Policv-for-Directors-and-Emplovees-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://mconrasavan.com/wp-content/uploads/2022/12/Policv-for-Determination-of-Material-Events-and-Disclosure.pdf.

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-V.

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-V.

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.

DISQUALIFICATIONS OF DIRECTORS

During the financial year 2023-2024 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.

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.

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.

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 2023-24.

INVESTOR GRIEVANCES REDRESSAL STATUS

During the Financial Year 2023-24, 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 [e-mail].

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

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 & Rules there under.

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.

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.

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.

DETAILS OF THE SUBSIDIARIES/ JVS/ ASSOCIATE COMPANIES

During the year under review the Company does not have any subsidiaries/JVs/Associate Companies.

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.

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.

FAMILARIZATION 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.

STATEMENT OF DEVIATION(S) OR VARIATION

There is no deviation or variations observed in the utilisation of funds raised.

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..

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Mar 31, 2023

The Board of Directors presents the 7 Annual Report together with Audited Accounts of your Company, M/s. MCON RASAYAN INDIA LIMITED for the year ended on 31st March, 2023.

FINANCIAL SUMMARY AND HIGHLIGHTS

The financial performance of the Company for the year ended 31st March, 2023 is summarized as under:

Particulars	Current Financial Year (2023)	Previous Financial Year (2022)
Revenue from Operations	3104.97	1921.65
Other Income	1.19	0.71
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	269.41	144.00
Less: Depreciation/ Amortisation/ Impairment	37.72	32.07
Profit /loss before Finance Costs, Exceptional items and Tax Expense	231.69	111.93
Less: Finance Costs	78.09	42.89
Profit /loss before Exceptional items and Tax Expense	153.60	69.04
Add/(less): Exceptional items	0	0
Profit /loss before Tax Expense	153.60	69.04
Less: Tax Expense (Current & Deferred)	40.06	19.50
Profit /loss for the year (1)	113.54	49.54
Total Comprehensive Income/loss (2)	_	_
Total (1 2)	113.54	49.54
Balance of profit /loss for earlier years	90.04	41.99
Less: Transfer to Debenture Redemption Reserve	0	0
Less: Transfer to Reserves	0	0
Less: Dividend paid on Equity Shares	0	0
Less: Dividend paid on Preference Shares	0	0
Less: Dividend Distribution Tax	0	0
Less: Dividend Expenses (FY 2020-21)	0	1.50
Less: Bonus Shares	(121.88)	0
Securities Premium	625.50	0
Balance carried forward	707.21	90.04

STATE OF COMPANY’S AFFAIR

During the year under review, the Gross receipt from operation stood at Rs. 3104.97 Lakhs as compared to Rs. 1,921.65 Lakhs in the Previous Year.

The Company has gained a net profit after tax of Rs. 113.54 Lakhs as compared to Rs. 49.54 Lakhs in the Previous Year.

The Directors are optimistic about achieving better results in the upcoming financial year. They are pleased with the current performance of the company and acknowledge the efforts and contributions that have led to this success. With this positive momentum, the Directors look forward to continued growth and success in the future.

SHARE CAPITAL OF THE COMPANY

During the period under review, the authorised share capital of the Company stood at:

“70,00,000 (Seventy Lakh) Equity Shares of Rs. 10 each aggregating to Rs. 7,00,00,000 (Rupees Seven Crore).”

During the year, your Company issued and allotted 23,43,750 Equity Shares as Bonus Issue in the ratio of 1.25:1 to the existing Equity Shareholders of the Company and 7,50,000 Equity Shares were issued on Private Placement basis.

Further pursuant to Shareholders Resolution passed on December 19, 2022 and In principal approval obtained from NSE Limited on February 15, 2023, the Board on March 15, 2023 allotted 17,10,000 Equity Shares of Rs. 10/- each at a price of Rs. 40/-by way of Initial Public Offer.

During the year, company has got approval for ''Mcon Employee stock Exchange Plan 2022 (Mcon ESOP 2022)'' from its shareholders at Extra ordinary General meeting held on 19th December 2022. However, your Company has not granted any shares to its employees under Mcon ESOP 2022 during the year under review .

RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review. DIVIDEND:

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the need to conserve the resources for working capital requirements and other capital expenditure, has decided that it would be prudent, not to recommend any Dividend for the year under review.

ANNUALRETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2022 is available on the Company''s website at https://mconrasayan.com.

INITIAL PUBLIC OFFER (IPO)

The Company has made public offer of Equity Shares during the year ended March 31, 2023 in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, wherein a fresh issue of 17,10,000 Equity Shares was made through Fixed Price Issue.

The public issue was opened on March 06, 2023 and closed on March 10, 2023 at an offer price of 40/- per Equity Share (including a share premium of 30/- per Equity Share). The Company''s IPO received an overwhelming response and was oversubscribed, reflecting a huge investor appetite for the issue. The Equity Shares were allotted on March 15, 2023 at an offer price of Rs. 40 per Equity Share to the respective applicants under various categories. The Equity Shares of the Company were listed on the Emerge platform of National Stock Exchange of India Limited (“NSE”) on March 20, 2023.

UTILISATION OF IPO PROCEEDS

The IPO proceeds of Rs. 684.00 Lakhs have been utilised to fund the working capital requirements of the Company and for General Corporate Purposes.

Further, there was no deviation/variation in the utilization of the gross proceeds raised through IPO.

LISTING WITH STOCK EXCHANGE

The Company got listed on Emerge Platform of NSE on20th March 2023.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture or an associate company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. Change in Directors and Key Managerial Personnel

During the year in review, no resignations of any Directors or Key Management Personnel were reported. However, the following individuals were appointed to fill important roles:

SR. NO.	NAME	DESIGNATION	APPOINTMENT DATE
1.	SONAL ALOK DOSHI	INDEPENDENT DIRECTOR	19/12/2022
2.	DILIP MANGILAL JAIN	INDEPENDENT DIRECTOR	19/12/2022
3.	TAPAS BIMAL MAJUMDAR	INDEPENDENT DIRECTOR	19/12/2022
4.	DHARA HARESH THAKKAR	INDEPENDENT DIRECTOR	19/12/2022
5.	NANDAN DILIP PRADHAN	WHOLE TIME DIRECTOR	19/12/2022
6.	VEENITA HARSHAD THAKKAR	CHIEF FINANCIAL OFFICER	19/12/2022
7.	KUNAL ASHOK BORKAR	COMPANY SECRETARY & COMPLIANCE OFFICER	19/12/2022

i. Independent Directors

The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (''MCA'').

In the opinion of the Board, the independent directors possess the requisite integrity, experience, expertise and proficiency required under all applicable laws and the policies of the Company.

DISCLOSURES BY DIRECTORS

The Board of Directors have submitted notice of interest in Form MBP-1 under Section 184(1) as well as intimation by directors in Form DIR-8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from each Independent Director under 149(7) of the Companies Act, 2013, that they meet the criteria of Independence laid down under section 149(6) of the Companies Act 2013.

NUMBER AND DATES OF MEETINGS OF THE BOARD

During the year under review, Nineteen (19) Board Meetings were held on the following dates:

06/06/2022	04/10/2022	28/12/2022
19/08/2022	18/10/2022	11/02/2023
31/08/2022	04/11/2022	15/02/2023
05/09/2022	10/12/2022	24/02/2023
07/09/2022	13/12/2022	15/03/2023
23/09/2022	19/12/2022
24/09/2022	26/12/2022

The provisions of Companies Act, 2013 were adhered while considering the time gap between two such meetings.

The details of composition of the Board and the attendance record of the Directors at the Board Meetings and AGM held during the financial vear ended on March 31, 9093 is as under:

NAME	DESIGNATION	NO. OF MEETINGS	NO. OF MEETINGS	LAST AGM
		ENTITLED TO ATTEND	ATTENDED	ATTENDED
Mahesh Bhanushali	Managing Director & Chairman	19	19	YES
Chetan Bhanushali	Whole Time Director	19	19	YES
Nandan Pradhan	Whole Time Director	6	6	NA
Puja Bhanushali	Non-Executive Director	19	19	YES
Sonal Doshi	Independent Director	6	6	NA
Dilip Jain	Independent Director	6	6	NA
Tapas Majumdar	Independent Director	6	6	NA
DharaThakkar	Independent Director	6	5	NA

DIRECTORS'' RESPONSIBILITY STATEMENT

(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 had 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 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 directors had prepared annual accounts on 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.

BOARD COMMITTEES

The Committees of the Board of Directors of the Company plays vital role in the governance and focus on specific areas and make

informed decisions within the delegated authority. Each Committee is governed by their respective terms of reference which

exhibit their composition, scope, powers, duties and responsibilities.

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

The details of the Committees of the Board along with their composition and number of meetings are as follows:

a) AUDIT COMMITTEE

The Audit Committee (''AC'') of the Company had been constituted and functions in accordance with provisions of

Section 177 of the Act and Listing Regulations. The Company Secretary is acting as the Secretary to the Audit Committee.

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

Some of the key functions and responsibilities of the AC is enumerated as below:

¦ Reviewing the procedures of financial reporting

¦ Review and monitor the auditor''s independence, performance and effectiveness of audit process

¦ Review the adequacy of internal audit function, coverage and frequency of internal audit, appointment, removal, performance and terms of remuneration of the Internal Auditor.

¦ Discuss with the internal auditor and senior management, significant internal audit findings and follow-up thereon.

During the year under review, the Audit Committee of the company met only once on 31/03/2023. This was due to the fact that the company was previously a private company, and the provisions regarding the formation of the audit committee were not applicable.

However, it is important to note that the company underwent a significant change when it got listed on 20th March, 2023, which triggered the provisions for the formation of the audit committee. However, the committee was officially formed on 19th December, 2022, in accordance with the applicable regulations.

As on the date of this Report, the Committee comprises of 3 Directors, i.e. two Independent Directors and the Managing Director as a member.

The detail of composition of the Committee is as under:

Name	Designation in Committee	Category
Dilip Mangilal Jain	Chairman	Independent Director
Sonal Alok Doshi	Member	Independent Director
Mahesh Ravji Bhanushali	Member	Managing Director

b) NOMINATION AND REMUNERATION COMMITTEE:

As per provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR), the Nomination and Remuneration Committee should consist of 3 or more Non-Executive Directors out of which not less than one-half shall be Independent Directors.

Some of the key functions and responsibilities of the NRC is enumerated as below:

¦ Formulate criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a Policy relating to the remuneration for the directors, key managerial personnel (KMPs) and other employees;

¦ Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors;

¦ Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board of Directors their appointment and removal.

¦ Recommending to the Board whether to extend or continue the term of appointment of appointment of the Independent Director, on the basis of report of performance evaluation of Independent Directors.

The Nomination and Remuneration Committee met once in the year under review on 31/03/2023.

It is important to note that the Company was previously a private company, and the provisions regarding the formation of the Nomination and Remuneration Committee were not applicable. However, the Company underwent a significant change when it got listed on 20th March, 2023, which triggered the provisions for the formation of the Nomination and Remuneration Committee. However, the committee was officially formed on 19th December, 2022, in accordance with the applicable regulations.

As on the date of this Report, the Committee comprises of 3 Directors, i.e. two Independent Directors and one NonExecutive Director as a member.

The detail of composition of the Committee is as under:

Name	Designation in Committee	Category
Dhara Haresh Thakkar	Chairman	Independent Director
Tapas Bimal Majumdar	Member	Independent Director
Puja Mahesh Bhanushali	Member	Non-Executive Director

NOMINATION AND REMUNERATION POLICY :

In accordance with Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a Nomination and Remuneration Policy.

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

c) STAKEHOLDER RELATIONSHIP COMMITTEE

In compliance of provisions of Section 178 of Companies Act, 2013 & Regulation 20 of the SEBI (LODR) Regulations, 2015, the Board has constituted Stakeholders'' Relationship Committee. The Stakeholders Relationship Committee is entrusted with the responsibility of addressing the shareholders''/ investors'' complaints with respect to share transfers, non-receipt of annual reports, dividend payments, issue of duplicate share certificates, transmission of shares and other shareholder related queries, complaints etc.

The Secretarial Department of the Company and the Registrar and Share Transfer Agent, Link Intime India Private Limited attends to all grievances of the shareholders received directly or through SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, etc.

Continuous efforts are made to ensure that grievances are more expeditiously redressed to the complete satisfaction of the investors. Shareholders are requested to furnish their updated telephone numbers and email addresses to facilitate prompt action.

During the year under review, the Stakeholder Relationship Committee of the company met only once on 31/03/2023. This was because the company was previously a private company, and the provisions regarding the formation of the Stakeholder Relationship Committee were not applicable.

However, it is important to note that the company underwent a significant change when it got listed on 20th March, 2023, which triggered the provisions for the formation of the Stakeholder Relationship Committee. However, the committee was officially formed on 19th December, 2022, in accordance with the applicable regulations.

As on the date of this Report, the Committee comprises of 3 Directors, i.e. two Independent Directors and one NonExecutive Director as a member

The detail of composition of the Committee is as under:

Name	Designation in Committee	Category
Dilip Mangilal Jain	Chairman	Independent Director
Dhara Haresh Thakkar	Member	Independent Director
Puja Mahesh Bhanushali	Member	Non-Executive Director

WHISTLE BLOWER POLICY

In accordance with Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle Blower Policy which provides for adequate safeguards against victimization of persons who use Vigil Mechanism and make provision for direct access to the Chairperson of the Audit Committee. The policy is 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

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 & 25 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance and of the Independent Directors individually as well as the Committees of the Board. The performance evaluation of all the Directors was also carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman and the NonIndependent Directors was carried out by the Independent Directors.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The transactions during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed form AOC-2, appended as ''Annexure I'' to the Board''s Report.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and hence there is no information to be provided as required under Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Act, if any are given in the Notes to the Financial Statements.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Statement pertaining to provision of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring the names of top ten employees in terms of remuneration drawn. It is also to be stated here that there was no employee during the year who was in receipt of remuneration exceeding the limits mentioned in Rule 5 (2) (i), (ii) and (iii) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as ''Annexure II''.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”) is annexed herewith marked as ''Annexure III'' to this Report.

AUDITORS

a) SECRETARIAL AUDITOR

"M/s. D. S. Momaya & Co. LLP, (FRN No. L2022MH012300), Practicing Company Secretaries, bearing peer review certificate number 2864/2022 issued by the Institute of Company Secretaries of India were appointed as the Secretarial Auditor of the Company for the Financial Year 2022-23."

The Secretarial Audit Report for the Financial Year ended on March 31, 2023 is annexed herewith marked as ''Annexure IV'' to this Report.

RESERVATION AND QUALIFICATION ON SECRETARIAL AUDITOR’S REMARKS

The Secretarial Auditors Report as provided by the Secretarial Auditors are self-explanatory and contain no qualification remark, hence no explanation by the Board is required.

b) STATUTORY AUDITORS

DEVANG KUMAR DAND & ASOCIATES, 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 General Meeting to be held in the year 2026.

The Audit Report for the Financial Year ended on March 31, 2023 is annexed herewith marked as ''Annexure V'' to this Report.

RESERVATION AND QUALIFICATION ON AUDITOR’S REMARKS

The Auditors Report as provided by the auditors are self-explanatory and contain no qualification remark, hence no explanation by the Board is required.

DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There were no frauds reported by the auditor under sub-section (12) of Section 143.

FOREIGN EXCHANGE EARNINGS, CONSERVATION OF ENERGY, AND ABSORPTION OF TECHNOLOGY:

Information required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are not given as the company is not covered in the list of industries which should furnish information relating to conservation of energy.

FOREIGN EXCHANGE EARNINGS & OUTGO - ACTUAL INFLOW AND OUT FLOW

Details of total foreign exchange inflows and outflows during the year are as follows:

Amount
Total Foreign Exchange inflow during the year:	NIL
Actual Foreign Exchange outflow during the year:	NIL

FAMILIARISATION PROGRAMME

The Company has put in place an induction and familiarization programme for all its Directors including the Independent Directors. The familiarization programme for Independent Directors in terms of provisions of Regulation 46(2)(I) of the Listing Regulations is uploaded on the website of the Company

RISK MANAGEMENT POLICY

The Board has reviewed the business plan at regular intervals and developed the Risk Management Strategy which encompasses laying down guiding principles on proactive planning for identifying, analysing and mitigating all the material risks, both external and internal viz. Environmental, Business, Operational, Financial and others.

Risks emanating from uncertainties in the global market place and growing complexity in the value chain are cited by most as the important factors contributing to increased risks. The gist of the regulatory developments across various countries including India is that the Boards have been tasked with the onerous responsibility of ensuring alignment between strategy, risks, rewards and executive compensation. Attention is being given to improving existing Risk Management systems and processes, the softer and more fundamental issue of embedding risk into the organization''s culture and making it an integral part of the business. However, risk identification and assessment processes are not geared to provide an early indicator of likely risks or potential loss events that organizations could face in the future. Information sources are largely inward focused as compared to being forward looking and external focused. Detailed analysis of competitor strategies / benchmarking and scenario planning are widely used as and when required. Issues such as sustainability and climate change are part of the risk assessments. Fearful of both business failure and the penalties of non-compliance, the Company is sensitive to swelling of their governance, Risk Management and compliance departments (GRC). This has led to a costly and complex web of often uncomplicated structures, policies, committees and reports creating duplication of effort. Risk Managers are spending a disproportionate amount of their time on controls, compliance and monitoring activities although their real priorities lie elsewhere. Risk management roles and responsibilities at the management level are well defined at the Company level. While the Company has more or less formalized Risk Management roles and responsibilities, risk governance processes would require considerable attention if the Company has to leverage Risk Management as a driver of enterprise value.

CORPORATE SOCIAL RESPONSIBILITY

The Company was not under obligation to make expenditure on CSR (Corporate Social Responsibility). In view of this, information and attributes in terms of section 135 of the Companies Act 2013 are not required to be given.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its Business including

adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information.

The Company has adopted framework provided by ICAI in ''Guide to Internal Financial Control over Financial Reporting" for developing and establishing internal control system.

Based on the framework of internal financial controls established and maintained by the Company, work performed by the statutory auditors and external agencies, the reviews performed by Management and the relevant Board Committees, the Board is of the opinion that the Company''s internal financial controls were adequate and effective as on 31st March, 2023 with reference to the Financial Statements.

COSTRECORDS

The Company is not obligated to maintain cost records under Section 148 of the Companies Act, 2013.

CORPORATE GOVERNANCE :

As our Company has been listed on SME Emerge Platform of National Stock Exchange Limited (NSE), by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in Regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company.

Hence, Corporate Governance Report does not form a part of this Board Report.

DISCLOUSRE AS PER SEXUAL HARRASMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company Firmly believes in providing a safe and Harassment free working environment for its Employees. It has a zero-tolerance policy towards sexual harassment and has adopted a policy on prevention, prohibition and rederessal of sexual harassment at work place in line with said act and Rules thereunder which is placed on its website i.e. https://mconrasayan.com/wp-content/uploads/2022/12/POSH-Policy.pdf. No Complaints were received during the year ended 31st March 2023.

PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the revised Code of Conduct for Prevention of Insider Trading. The object of the Insider Trading Code is to set framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the Company. During the year, the Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the Company''s website https://mconrasayan.com/investor-relation/

OTHER DISCLOSURES

During the year under review:

a) No significant and material orders were passed by the Regulators/ Courts/ Tribunals which impact the going concern status and Company''s operations in future.

b) No equity shares were issued with differential rights as to dividend, voting or otherwise.

c) No Sweat Equity shares were issued.

d) Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Companies Secretaries of India.

e) Throughout the Financial Year 2022-23, the Company did not accept any deposits from the public. Furthermore, there were no outstanding, unpaid, or unclaimed public deposits at the beginning or end of the fiscal year. It is also important to note that the Company did not violate any provisions of Chapter V (Section 73) of the Act pertaining to deposits.

f) There was no Change in nature of Business of the Company.

g) Except as disclosed in this Report, there are no material changes and commitments, 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 and the date of the Report.

h) No unpaid/unclaimed dividend or any other amount was required to be transferred to the Investor Education and Protection Fund during the year under review.

i) No application was made or any proceeding were pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

j) During the period under review, there has been no one time settlement of Loan taken from Banks and Financial Institutions.

ACKNOWLEDGMENTS

Your Directors would like to express their heartfelt gratitude to the Government Authorities, Banks, Creditors and Customers for their unwavering support extended to the company throughout the year. Additionally, they would like to convey their deep appreciation to the shareholders for their trust and confidence in the company.

Furthermore, the Directors would like to commend all employees for their exceptional teamwork, professionalism, and dedicated efforts throughout the year. Their hard work and commitment have been instrumental in the company''s success.

FOR AND ON BEHALF OF THE BOARD OF MCON RASAYAN INDIA LIMITED’

MAHESH BHANUSHALI

MANGING DIRECTOR DIN:07585072 DATE: 29th May 2023