Directors Report of Monarch Networth Capital Ltd.

Mar 31, 2025

Your Directors are pleased to present their Thirty-second Report together with the audited financial statements
of your Company for the Financial Year ended 31^st March, 2025 ("FY 2024-25”).

1. FINANCIAL PERFORMANCE AND OPERATIONAL HIGHLIGHTS

The Audited Financial Statements of your Company as on 31^st March, 2025, are prepared in accordance
with the applicable Indian Accounting Standards ("Ind AS”) and Regulation 33 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations”) and the provisions of the Companies Act, 2013 ("Act”).

The summarized financial highlight is depicted below:

Particulars	Standalone		Consolidated
	FY 2025	FY 2024	FY 2025	FY 2024
Revenue from Operations	32,238.88	27,081.49	32,680.49	27,769.16
Other Income	57.36	98.41	116.96	130.52
Total Income	32,296.24	27,179.90	32,797.45	27,899.68
Total Expenses	13,653.13	11,660.56	13,523.95	11,483.27
Profit before exceptional and extraordinary items	18,643.11	15,519.34	19,273.50	16,416.41
Extraordinary items - Prior Period Expenses	(5.84)	(4.74)	(5.85)	(4.65)
Profit before Tax	18,637.27	15,514.60	19,267.65	16,411.76
Current Tax	4,105.05	3,808.90	4,319.73	4,038.08
Deferred tax	78.36	6.82	11.75	7.01
Taxes for Earlier Years	58.70	47.48	9.57	51.69
Profit for the Year (After Tax)	14,395.16	11,651.40	14,926.60	12,314.98
Other comprehensive (loss)/income for the year	(6.56)	(14.92)	(6.61)	(14.92)
Total comprehensive income for the year	14,388.60	11,636.48	14,919.99	12,300.06
Earnings per share:
- Basic	19.43	17.20	20.15	18.18
- Diluted	19.18	17.20	19.89	18.18

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

Particular		Standalone	Consolidated
	FY 2025	FY 2024	FY 2025	FY 2024
a) Broking and Related Services
1) Fees and commission income	19,067.42	18,077.92	19,067.42	18,040.59
2) Interest Income	10,842.83	7,198.84	10,842.83	7,236.07
3) Net gain/(Loss) on fair value changes	2,328.63	1,804.73	2,328.63	1,804.73
4) Other Income	57.36	98.41	57.36	98.41
b) Non-Banking financial business	-	-	663.31	825.96
c) Insurance business	-	-	153.46	168.26
Less: Inter segment revenue	-	-	(315.56)	(274.35)
Total	32,296.24	27,179.90	32,797.45	27,899.68

ii. Key highlights of Standalone Financial
Performance

Gross income reported by the Company
was '' 32,296.24 lakhs for the year ended
31^st March, 2025 as against '' 27,179.90
lakhs in the previous year, registering
an increase of 18.82%;

Profit before tax for the year increased
by 20.13% to '' 18,637.27 lakhs as
compared to '' 15,514.60 lakhs in the
FY 2023-24; and

Profit after tax of the Company was
'' 14,395.16 lakhs for the year ended 31^st
March, 2025 as compared to profit after
tax of '' 11,651.40 lakhs in the previous
year, registering an increase of 23.55%.

iii. Key highlights of Consolidated Financial
Performance

Gross income increased by 17.55%
to '' 32,797.45 lakhs as compared to
'' 27,899.68 lakhs in the FY 2023-24;

Profit before tax for the year increased
by 17.40% to '' 19,267.65 lakhs as
compared to '' 16,411.76 lakhs in the
FY 2023-24; and

Profit after tax for the year increased by
21.21% to '' 14,926.60 lakhs as compared
to '' 12,314.98 lakhs in the FY 2023-24.

2. STATE OF COMPANY’S AFFAIRS

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

3. STOCK EXCHANGE & LISTING FEES

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

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

4. TRANSFER TO GENERAL RESERVES

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

5. DIVIDEND

The Board of Directors (“Board”) of your Company
as on 24^th May, 2024, had adopted the Dividend
Distribution Policy (“Policy”) in accordance with
the terms of the SEBI Listing Regulations. The
said policy is also available on the website of the
Company in pursuant to the Regulation 43A
of the SEBI Listing Regulations which can be
accessed at https://www.mnclgroup.com/mncl-
policies.

The Board at their meeting held on 27^th May,
2025, post considering good performance and
strong cash flows has recommended the final
dividend of '' 1/- per equity share (i.e. 10% of the
Face Value) to the Shareholders for their approval
in ensuring Annual General Meeting (“AGM”) for
the FY2024-25.

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

Unclaimed Dividend

As on 31^st March, 2025, a nominal amount of
'' 10.44 lakhs remains unclaimed in our Unpaid
Dividend Accounts. In line with our commitment
to transparency and shareholder engagement,
we have published a comprehensive statement
on our website to assist shareholders in
identifying and claiming their uncollected
dividends. To view the statement and initiate
the claim process, please visit: https://www.
mnclgroup.com/dividend-related-information

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

6. SUBSIDIARY COMPANIES

As on 31^st March, 2025, your Company had 3
(“three”) direct subsidiaries. During the financial
year, your Board of Directors reviewed the affairs
of the subsidiaries. The consolidated financial
statements of your Company are prepared in
accordance with Section 129(3) of the Companies
Act, 2013; and forms part of this Annual Report.

A statement containing the salient features of
the financial statements of the subsidiaries in
Form AOC-1, is appended as “Annexure I” to

the Board’ Report. The statement also provides
the details of the performance and financial
positions of each of the subsidiaries.

The separate audited financial statements in
respect of each of the subsidiary companies
are open for inspection and are also available
on the website of your Company at www.
mnclgroup.com. Pursuant to the requirements
of Regulation 34 (3) read with Schedule V of the
SEBI Listing Regulations, the details of Loans/
Advances made to and investments made in the
subsidiary have been furnished in Notes forming
part of the Accounts.

Further, the Company does not have any joint
venture or associate companies during the year
or at any time after the closure of the year and till
the date of the report.

Further investment in Monarch Networth
Capital IFSC Private Limited ("MNCIPL”)

During the year under review, the Company has
made a further investment of '' 9,50,00,000/-
(Rupees Nine Crores and Fifty lakhs) in the
equity shares of Monarch Networth Capital IFSC
Private Limited, its subsidiary. The allotment
of 95,00,000 (Ninety Five lakhs only) equity
shares, of '' 10/- (Ten Rupees) each, amounting to
'' 9,50,00,000/- (Nine Crores and Fifty lakhs Only)
was made against such investment vide Right
Issue on 28^th March, 2025.

MNCIPL, based at GIFT IFSC, has received
the certificate of registration as a Registered
Fund Management Entity (Retail) from the
International Financial Services Centers
Authority (“IFSCA”) (Registration No: IFSCA/FME/
NI/2025-26/169) dated 29^th April, 2025.

The award of this prestigious license marks
a major milestone in MNCL Group’s strategic
journey, enabling it to meaningfully expand its
offerings in the fund management business
through the introduction of value-added and
globally competitive products.

7. DIRECTORS’ RESPONSIBILITY STATEMENT

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

a) i n the preparation of the annual financial
statements for the financial year ended
31^st March, 2025, the applicable accounting
standards have been followed, and there
are no material departures from prescribed
accounting standards;

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

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

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

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

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

8. MUTUAL FUND APPLICATION

As part of its strategic growth initiatives, the
Company has decided to venture into the Mutual
Funds sector. In pursuit of this, an application
for a Mutual Fund license was submitted to the
Securities and Exchange Board of India (“SEBI”)
on 31^st December, 2024.

However, pursuant to a pending proceeding
under Section 11B of the SEBI Act, 1992 involving
the company and its promoters, the application
was voluntarily withdrawn to await resolution of
the matter.

A show Cause Notice No. SEBI/HO/IVD/ID12/
OW//P/2024/21040/2 dated 27^th June, 2024 issued
under Section 11(1), 11(4),11(4A), 11B(1) and 11B(2) r/w
Section 15 HA and 15HB of the SEBI Act, 1992 r/w
Rule 4 of SEBI (Procedure for Holding Inquiry
and Imposing Penalties) Rules, 1995 was settled
by the company by paying a settlement amount
of '' 11.37 lakhs on 7^th February, 2025.

Subsequently, SEBI issued an order on 30^th April,
2025, in favor of the promoters, discharging them
from all allegations. Following this development,
the Company submitted a fresh application to
SEBI on 14^th May, 2025, which is currently under
review.

This initiative reflects the Company’s intent
to diversify its financial services portfolio
and enhance long-term value creation for
stakeholders.

9. AMENDMENT OF MEMORANDUM OF
ASSOCIATION

(a) Increase in Authorized Share Capital of
the Company

During the period under review, the
company has amended the Memorandum
of Association to increase the authorized
share capital of the company from existing
'' 65,00,00,000/- (Rupees sixty-five crores
only) divided into 5,40,00,000 (Five crores
forty lakhs) equity shares of '' 10/- each;
and 5,00,000 (Five lakhs) 6% cumulative
redeemable preference shares of '' 100/-
each and 60,00,000 (Sixty lakhs) preference
shares of '' 10/- each to '' 100,00,00,000/-
(Rupees one hundred crores only) divided
into 8,90,00,000 (Eight crores and ninety
lakhs) equity shares of '' 10/- each; and
5,00,000 (Five lakhs) 6% cumulative
redeemable preference shares of '' 100/-
each and 60,00,000 (Sixty lakhs) preference
shares of '' 10/- each.

(b) Change in Object clause of the
Memorandum of Association

During the period under review, the
company has amended its main objects to
include activities related to Mutual Funds.
Further, the existing business activities
under the Main Object Clause have been
expanded and re-defined for greater clarity.

This alteration was approved by a Special
Resolution passed by the members of the
Company through Postal Ballot on 18^th
January, 2025.

In furtherance to the above, Corporate
Identification Number(“CIN”) ofCompanyhas
been updated from L65920GJ1993PLC120014
to L64990GJ1993PLC120014. This update
follows the revision of the company’s NIC
code by the Registrar of Companies (“ROC”)
to better align the CIN with the Company’s
name and objects.

10. SHARE CAPITAL

(a) Authorized Share Capital

As on 31^st March, 2025, the Authorized Share
Capital of the Company stood as under:

Authorized Share Capital	Rupees
8,90,00,000 equity shares of face value of '' 10/- each	89,00,00,000
5,00,000 6% cumulative redeemable preference shares of face value of '' 100/- each	5,00,00,000
60,00,000 preference shares of face value of '' 10/- each	6,00,00,000
Total	1,00,00,00,000

During the period under review, the
shareholders of the company in its Extra
ordinary General Meeting dated 22^nd
August, 2024 has approved the increase of
authorized share capital of the company
from existing '' 65,00,00,000/- (Rupees sixty-
five crores only) divided into 5,40,00,000
(Five crores forty lakhs) equity shares
of '' 10/- each; and 5,00,000 (Five lakhs)
6% cumulative redeemable preference
shares of '' 100/- each and 60,00,000 (Sixty
lakhs) preference shares of '' 10/- each to
'' 100,00,00,000/- (Rupees one hundred
crores only) divided into 8,90,00,000 (Eight
crores and ninety lakhs) equity shares of
'' 10/- each; and 5,00,000 (Five lakhs) 6%
cumulative redeemable preference shares
of '' 100/- each and 60,00,000 (Sixty lakhs)
preference shares of '' 10/- each.

(b) Issued, Subscribed and Paid up Share

Capital

As on 31^st March, 2025, the paid-up equity
share capital of the Company stood at
''78,46,09,380/- (Rupees Seventy-Eight
Crores Forty-Six lakhs Nine Thousand Three
Hundred and Eighty only), comprising
7,84,60,938 (Seven Crores Eighty-Four lakhs
Sixty Thousand Nine Hundred and Thirty-
Eight) equity shares of '' 10/- each.

This represents a significant increase
from the previous year’s paid-up capital of
'' 33,86,95,180/ comprising 3,38,69,518 equity
shares of '' 10/- each, as on 31^st March, 2024.

(c) Fund raised through preferential
allotment

On 28^th August, 2024, the Company allotted
53,60,951 (Fifty-Three lakhs Sixty Thousand
Nine Hundred and Fifty-One) fully paid-up
equity shares of face value of '' 10/- each, at
an issue price of '' 560/- per share (including
a premium of '' 550/- per share), aggregating
to '' 300,21,32,560/- (Rupees Three Hundred
Crores Twenty-One lakhs Thirty-Two
Thousand Five Hundred and Sixty only). This
allotment was made to identified persons
on a preferential basis, in accordance with
applicable regulatory provisions.

(d) Bonus Issue

Subsequently, on 16^th September, 2024, the
Company issued 3,92,30,469 (Three Crores
Ninety-Two lakhs Thirty Thousand Four
Hundred Sixty-Nine) fully paid-up bonus
equity shares of face value '' 10/- each, in the
ratio of 1:1.

These shares were allotted to:

Existing members of the Company
holding fully paid-up equity shares as
on the Record Date of 13^th September,
2024, and

Allottees of the aforementioned
preferential issue.

The bonus issue was made by capitalizing
'' 39,23,04,690/- (Rupees Thirty-Nine Crores
Twenty-Three lakhs Four Thousand Six
Hundred and Ninety only) from the Securities
Premium Account, as per the audited
financial statements of the Company for the
financial year ended 31^st March, 2024.

11. ANNUAL RETURN

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

12. BOARD & ITS COMMITTEES

i. Board

The Board of the Company comprises of 5 (“Five”) Directors as on 31^st March, 2025, the details are as
below:

Sr. No.	Name of the Director	DIN	Designation
1	Mrs. Manju Suresh Bafna	01459885	Chairman & Whole -Time Director
2	Mr. Vaibhav Jayantilal Shah	00572666	Managing Director
3	Mr. Ashok Daulatraj Bafna	01431472	Whole -Time Director
4	Mr. Sathish Kumar Pazhamalai	08735238	Independent Director
5	Ms. Avni Chouhan	08716231	Independent Director

Changes in Directors

During the period under review, the second term of Mr. Chetan Bohra (DIN: 03645353), Non-Executive
Independent Director, came to an end. Consequently, he ceased to hold office as Director effective
from 13^th February, 2025. The Board places on record its sincere appreciation for the valuable guidance
and contributions made by Mr. Chetan Bohra during his tenure, particularly in the deliberations and
strategic decision-making of the Board.

Subsequent to the end of the financial
year, and upon the recommendation of the
Nomination and Remuneration Committee,
the Board approved the appointment of
Dr. Anish Sugathan as an Non-Executive
Independent Director of the Company for a
term of five years, effective 22^nd April, 2025.
This appointment fills the vacancy created
by the conclusion of Mr. Bohra’s term.

Additionally, Mr. Sathish Kumar Pazhamalai,
Non-Executive Independent Director,
whose first term of five years concluded
on 16^th April, 2025, was re-appointed by the
Board based on the recommendation of the
Nomination and Remuneration Committee
for a second term of five years.

The appointments of both Dr. Anish
Sugathan and Mr. Sathish Kumar
Pazhamalai as Independent Directors have
been duly confirmed by the shareholders
through a postal ballot.

ii. Committees constituted by the Board

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

1. Audit Committee

2. Stakeholders’ Relationship Committee

3. Nomination and Remuneration
Committee

4. Corporate Social Responsibility
Committee

5. Risk Management Committee

6. Management Committee

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

iii. Key Managerial Personnel (“KMP”)

As of the date of this report, the following
individuals are designated as the Key

Managerial Personnel (“KMP”) of the
Company, other than the Managing Director
and Whole-time Director, in accordance
with the provisions of Section 2(51) and
Section 203 of the Companies Act, 2013:

(a) Mr. Gaurav Bhandari - Chief Executive
Officer

(b) Mr. Nitesh Tanwar - Company Secretary
& Compliance Officer

(c) Mr. Govinda Meghani - Chief Financial
Officer

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

Change in Key Managerial Personnel

Mr. Govinda Meghani was appointed as
the Chief Financial Officer (“CFO”) of the
Company with effect from 16^th September,
2024. He has been entrusted with the
responsibilities as prescribed under the
Companies Act, 2013, the SEBI Listing
Regulations, and any other duties as may
be assigned by the Board of Directors from
time to time.

iv. Directors Retiring by Rotation

Pursuant to the provisions of Section
152 of the Companies Act, 2013, read
with the Companies (Management and
Administration) Rules, 2014 and the Articles
of Association of the Company, Mr. Ashok
Daulatraj Bafna (DIN: 01431472), Whole¬
Time Director, is liable to retire by rotation
at the ensuing 32^nd Annual General Meeting
and being eligible, has offered himself for
re-appointment.

The Board of Directors recommends the re¬
appointment of Mr. Ashok Daulatraj Bafna
at the forthcoming AGM of the Company.

Additional information as required under
Regulation 36(3) of the SEBI Listing
Regulations, in respect of the Director
recommended for re-appointment, is
provided in the Notice convening the 32^nd
Annual General Meeting of the Company.

v. Meetings of Board and its committees

Throughout the reviewed financial year, the Board of Directors, its Committees, and the Independent
Directors convened at regular intervals. These meetings were held to deliberate on strategic matters,
take informed decisions, and provide direction on various aspects of the Company’s business
operations.

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

S. No.	Body	Numbers of times met during the year	Dates
1	Board	9	24th May 2024, 15th July, 2024, 28th July, 2024, 28th August 2024, 16th September, 2024, 11th November, 2024, 13th December, 2024, 7th February, 2025 and 24th March, 2025
2	Audit Committee	6	11th April, 2024, 24th May 2024, 15th July, 2024, 28th July, 2024, 11th November, 2024 and 7th February, 2025
3	CSR Committee	2	24th May 2024 and 7th February, 2025
4	Nomination and Remuneration Committee	3	24th May 2024, 16th September, 2024 and 7th February, 2025
5	Stakeholders Relationship Committee	1	7th February, 2025
6	Risk Management Committee	2	15th July, 2024 and 7th February, 2025
7	Management Committee	7	21st June, 2024, 23rd August, 2024, 7th October, 2024, 3rd January, 2025, 17th February, 2025, 5th March, 2025 and 19th March, 2025

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

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

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

(1) Extra-Ordinary General Meeting on 22^nd
August, 2024 to increase authorized

share capital, to issue of shares on
preferential basis and for approval of
bonus issue of shares;

(2) Annual General Meeting on 20^th
September, 2024 for approval of
financial statements; and

(3) Postal Ballot dated 16^th December,
2024 for change in object clause of the
Memorandum of Association.

vii. Independent Directors’ Review Meeting

A separate meeting of the Independent
Directors was convened on 7^th February,
2025 to assess the performance of Non¬
Independent Directors and the effectiveness
of the Board and its committees collectively.
During this session, a comprehensive
questionnaire designed to probe various
aspects of Board operations was distributed
among the Directors. The evaluation criteria

for Independent Directors encompassed
their level of engagement in meetings,
interpersonal skills, understanding of the
business and its subsidiaries, capacity for
independent judgment, expertise, and
adherence to the compliance framework.

viii. Declaration by Independent Directors
under Sub-Section (6) of Section 149

All independent directors of the Company
have submitted the requisite declarations
confirming their ongoing compliance with
the criteria of independence as prescribed
under Section 149(6) of the Companies Act,
2013 and Regulation 16(1)(b) of the SEBI
Listing Regulations, 2015. Furthermore, they
have affirmed their adherence to the Code
of Conduct outlined in Schedule IV of the
Companies Act, 2013.

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

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

ix. Board Evaluation

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

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

the Board have from each of the Directors.
The evaluation framework for assessing the
performance of Directors comprises of the
following key areas:

a. Attendance of Board Meetings and
Board Committee Meetings;

b. Quality of contribution to Board
deliberations;

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

d. Providing perspectives and feedback
going beyond information provided by
the management and

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

Evaluation Outcomes and Board Feedback

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

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

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

The induction process is designed to:

build an understanding of the Company
processes and

fully equip Directors to perform their
role on the Board effectively.

The details of familiarization programme
of the Independent Directors are available
on the Company’s website at https://www.
mnclgrou p.com/storage/familiarization-
programme-for-ids.pdf.

13. EMPLOYEE STOCK OPTION SCHEME

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

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

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

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

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

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

To provide additional deferred rewards to
Employees.

During the year under review, there is no
material change in the existing scheme of the
Company and the scheme is in compliance with
SEBI SBEB Regulations. However, the Company
has issued bonus equity share in the proportion
of 1 (One) new fully paid-up bonus equity share
of face value of '' 10/- (Rupees ten only) each for
every 1 (One) existing fully paid-up equity share
of face value of '' 10/- (Rupees ten only) each held
by the grantee of the scheme.

Pursuant to the requirements of the SEBI SBEB
Regulations, a certificate has been issued by the
Secretarial Auditor of the Company confirming
that the scheme has been implemented in
accordance with the said Regulations, would be
placed at the ensuing AGM of the Company for
inspection by the members.

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

14. PARTICULARS OF EMPLOYEES &
REMUNERATION

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

15. CORPORATE SOCIAL RESPONSIBILITY

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

The Company has policy on Corporate Social
Responsibility recommended by the CSR
Committee and approved by the Board and
the same can be accessed on the Company’s
website at https://www.mnclgroup.com/mncl-
policies.

As per the Companies Act, 2013, as prescribed,
companies are required to spend at least 2% of
their average net profits for three immediately
preceding financial years i.e. ''1,78,92,824.
Accordingly, your Company has spent ''1,21,50,000
and availed a set-off amount of ''57,60,000 from
the surplus CSR expenditure of previous years, as
permitted under the CSR Rules towards the CSR
activities during FY 2024-25.

The report on Corporate Social Responsibility
initiatives as required under CSR Rules is given
as "Annexure-III”.

16. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

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

17. PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS

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

18. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

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

Member may refer to note no. 39 and 40 to the
standalone and consolidated financial statement
respectively, which sets out related party
disclosures pursuant to IND AS-24. As per the
policy on Related Party Transactions as approved
by the Board of Directors, your Company has
entered into related party transactions based
upon the omnibus approval granted by the
Board of Directors on the recommendation of
the Audit Committee of your Company.

On a quarterly basis, the Audit Committee reviews
such transactions, for which such omnibus
approval was given. The policy on Related Party
Transactions was revised during the year in view
of amendments in applicable rules and the said
policy as approved by the Board of Directors, is
accessible on your Company’s website at https://
www.mnclgroup.com/mncl-policies#institute-
feature.

19. INTERNAL FINANCIAL CONTROLS

The Corporate Governance Policies guide
the conduct of affairs of your Company and
clearly delineate the roles, responsibilities and

authorities at each level of its governance
structure and key functionaries involved in
governance. The Code of Conduct for Senior
Management and Employees of your Company
("the Code of Conduct") commits Management
to financial and accounting policies, systems and
processes. The Corporate Governance Policies and
the Code of Conduct stand widely communicated
across your Company at all times. The Board of
your Company has laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
are operating effectively.

20. AUDITORS

i. Statutory Auditors and their Report

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

Pursuant to the notification issued by the
Ministry of Corporate Affairs dated 07^th May,
2018, ratification of appointment of auditors
is not required, when auditors are appointed
for a period of five years.

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

ii. Secretarial Auditor and their Report

Pursuant to the provisions of Regulation
24A of the SEBI Listing Regulations and
in accordance with Section 204 of the Act,
basis recommendation of the Board, the
Company is required to appoint Secretarial
Auditor, with the approval of the Members
at its AGM.

In light of the aforesaid, the Board of
the Company has recommended the
appointment of Mr. Vijay Kumar Mishra,

Partner, VKM & Associates, Practicing
Company Secretary (Certificate of Practice
Number: 4279) as the Secretarial Auditor
of the Company for a period of 5 (five)
consecutive financial years, i.e.; from FY
2025-26 up to FY 2029-30, subject to approval
of the Members at the ensuing AGM of
the Company, to undertake secretarial
audit as required under the Act and SEBI
Listing Regulations and issue the necessary
secretarial audit report for the aforesaid
period.

Mr. Vijay Kumar Mishra, Partner, VKM &
Associates, Practicing Company Secretary
(Certificate of Practice Number: 4279) have
confirmed that their appointment, if made,
will comply with the eligibility criteria in
terms of SEBI Listing Regulations. Further,
the Secretarial Auditor has confirmed that
they have subjected themselves to Peer
Review process by the Institute of Company
Secretaries of India (“ICSI”) and hold valid
certificate issued by the Peer Review Board
of ICSI.

Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and the Companies
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the
Company has appointed Mr. Vijay Kumar
Mishra, Partner, VKM & Associates, Practicing
Company Secretary (Certificate of Practice
Number: 4279) to undertake the Secretarial
Audit of the Company for financial year
ended 31^st March, 2025.

The Secretarial Audit Report is appended
as “Annexure IV” to the Board’s Report.
There is no adverse remark, qualification,
reservation or disclaimer in the Secretarial
Audit Report.

iii. Annual Secretarial Compliance Report

Pursuant to the provisions of Regulation
24A(2) of the SEBI Listing Regulations,
Annual Secretarial Compliance Report for
the financial year ended 31^st March, 2025 was
obtained from VKM & Associates, Practicing
Company Secretary (Certificate of Practice
Number: 4279).

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

iv. Secretarial Audit of Material Unlisted
Indian Subsidiary

There is no Material Unlisted Indian
Subsidiary of the Company as on 31^st
March, 2025 and hence, the requirement
under Regulation 24A of the SEBI Listing
Regulations regarding the Secretarial Audit
of Material Unlisted Indian Subsidiary is not
applicable to the Company for the financial
year ended 31^st March, 2025.

v. Internal Auditor

The Board of Directors at their meeting
held on 24^th May, 2024 had appointed M/s.
Rushil Soni & Co., Chartered Accountants,
as Internal Auditors of the Company for
the financial year ended 31^st March, 2025,
to conduct the internal audit of the various
areas of operations and records of the
Company.

The periodic reports of the said internal
auditors are regularly placed before the
Audit Committee along with the comments
of the management on the action taken to
correct any observed deficiencies on the
working of the various departments.

vi. Cost Records

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

vii. Reporting of Frauds by Auditors

During the year under review, the Statutory
Auditor and Secretarial Auditor have not
reported any instances of frauds committed
in the Company by its Officers or Employees
to the Audit Committee under Section
143(12) of the Companies Act, 2013.

viii. Board’s comments on the Auditors Report

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

21. CHANGE IN REGISTRAR AND SHARE
TRANSFER AGENT (‘RTA’)

The Company has appointed MUFG Intime India
Private Limited (Previously known as Link Intime

India Private Limited) as the Registrar and Share
Transfer Agent (“RTA”) vide Board Resolution
dated 11^th November, 2024 in place of erstwhile
RTA i.e. Skyline Financial Services Private Limited.

The shareholders may reach out to the our RTA
at email [e-mail] and
phone number 91 8108116767.

22. PUBLIC DEPOSITS

Throughout the financial year under review, the
Company has neither invited nor accepted any
deposits from the public, in accordance with
Section 73 of the Companies Act, 2013, and the
Companies (Acceptance of Deposits) Rules, 2014.

23. COMPLIANCE WITH SECRETARIAL
STANDARDS

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

24. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY

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

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

25. CORPORATE GOVERNANCE REPORT

Your Company believes in adopting best
practices of corporate governance. Corporate
governance principles are enshrined in the spirit
of Monarch Networth Capital Limited, which
forms the core values of the Company. These
guiding principles are also articulated through
the Company’s code of business conduct,

Corporate Governance guidelines, charter of
various sub-committees and disclosure policy.
As per Regulation 34 read with Schedule V of
SEBI Listing Regulations, a separate section
on corporate governance practices followed by
your Company, together with a certificate from
M/s. VKM & Associates, Practising Company
Secretaries, on compliance with corporate
governance norms under the SEBI Listing
Regulations, is provided as “Annexure -V” to this
Annual Report.

26. NOMINATION AND REMUNERATION
POLICY

Your Company has in place a Nomination and
Remuneration Policy, formulated in accordance
with Section 178 of the Act and the SEBI Listing
Regulations, and the same is available on the
Company’s website at https://www.mnclgroup.
com/mncl-policies. The Policy provides guidance
on the selection and nomination of Directors to
the Board of the Company, the appointment of
Senior Management Personnel, and captures
the Company’s Leadership Framework for
its employees. It explains the principles of
overall remuneration, including short-term
and long-term incentives payable to Executive
Directors, KMP, Senior Management, and other
employees of the Company. The remuneration
paid to Executive Directors, KMP, and Senior
Management is in accordance with the Policy.

27. VIGIL MECHANISM / WHISTLE BLOWER
POLICY

The Company has adopted a Whistle blower
Policy to deal with instance of fraud and
mismanagement, if any. The Company has
further established a mechanism for directors
and employees to report concerns about
unethical behavior, actual or suspected fraud,
or violation of our Code of Conduct and Ethics.
The mechanism also provides for adequate
safeguards against victimization of directors and
employees who avail of the mechanism and also
provide for direct access to the Chairman of the
Audit Committee in the exceptional cases. The
details of the Whistle blower Policy is explained
in the report of Corporate Governance and
also posted on the website of the Company at
https://www.mnclqroup.com/mncl-policies. We
affirm that during the FY 2024-25, no employee
or director was denied access to the Audit
Committee.

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

Your company has zero tolerance towards any
action on the part of any of its employees, which
may fall within the ambit of ‘Sexual Harassment’
at workplace.

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

Your Directors further state that during the FY
2024-25, there were no complaints received
pursuant to the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The following is reported
pursuant to Section 22 of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013:

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

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

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

29. POLICIES

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

30. RISK MANAGEMENT

The Company has laid down a well-defined Risk
Management Policy to identify the risk, analysis
and to undertake risk mitigation actions. The
Board of Directors regularly undertakes the
detailed exercise for identification and steps to
control them through a well-defined procedure.

31. CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND
OUTGO

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

A) Conservation of Energy

a. Steps taken or impact on
conservation of energy - The

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

b. Steps taken by the Company
for utilizing alternate sources of
energy - The Company is engaged
in providing financial services and as
such its operations do not account
for substantial energy consumption.
Several environment friendly measures
adopted by the Company include:

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

Installation of LED lights in place of
CFLs

Reducing electricity demand
wherever underutilized

Limited access to printers

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

Minimizing air-conditioning usage

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

B) Technology Absorption

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

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

b. The benefits derived like product
improvement, cost reduction, product
development or import substitution-

Not Applicable

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

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

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

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

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

There were no material changes and
commitments, affecting the financial position
of the Company which could have an impact
on your company’s operation in the future or its
status as a "going concern”, between the end of
FY 2024-25 and till the date of the this report.

33. GENERAL CONFIRMATION

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

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

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

iii. The Company does not have any scheme of
provision of money for the purchase of its
own shares by employees or by trustees for
the benefit of employees except Employees
Stock Option Schemes (ESOS) referred to in
this Report;

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

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

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

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

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

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

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

xi. There are no proceedings, either filed by
the Company or filed against the Company,

pending under the Insolvency and
Bankruptcy Code, 2016 as amended, before
National Company Law Tribunal or other
courts during the FY 2024-25;

34. ACKNOWLEDGEMENT

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

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

For and on behalf of the Board of Directors

Vaibhav Jayantilal Shah Manju Suresh Bafna

Managing Director Chairman cum Whole-Time Director

Place: Mumbai

_{Date: 27}th _May, ₂₀₂₅ DIN: 00572666 DIN: 01459885

---

Mar 31, 2024

Your Directors are pleased to present their Thirty-first Report together with the audited financial statements of your Company for the Financial Year ended 31^st March, 2024 (“FY2024”).

1. FINANCIAL PERFORMANCE AND OPERATIONAL HIGHLIGHTS

The Company’s standalone and consolidated financial performance for the year ended 31^st March, 2024 is summarized below.

('' in Lakhs)

Particulars	Standalone Year Ended		Consolidated Year Ended
	31st March, 2024	31st March, 2023	31st March, 2024	31st March, 2023
Revenue & other Income	27,179.90	15,127.40	27,899.67	16,201.13
Profit before Tax	15,514.59	4,720.45	16,407.29	5,792.53
Tax Expenses:
Taxes for earlier years	47.48	17.87	51.69	8.4
Current Tax	3,808.90	1210.62	4,035.85	1,479.46
Deferred tax	6.82	8.16	7.01	7.43
Profit After Tax	11,651.39	3,483.81	12,314.97	4,297.24
Minority Interest	-	-	-	-
Share of Profit/(Loss) from Associates	-	-	-	(0.07)
Net profit for the year	11,651.39	3,483.81	12,314.97	4,297.16
Other comprehensive (loss)/ income for the year	-14.92	-432.94	-14.92	-432.94
Total comprehensive income for the year	11,636.47	3,050.87	12,300.05	3,864.22
EPS:
- Basic	34.40	10.29	36.36	12.69
- Diluted	34.40	10.29	36.36	12.69

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

('' in Lakhs)

Particulars	Standalone		Consolidated
	31st March, 2024	31st March, 2023	31st March, 2024	31st March, 2023
a) Broking and Related Services
1) Fees and commission income	12,792.00	7,986.00	12,792.00	7,986.00
2) Interest Income	7,198.84	4,515.52	7,198.84	4,515.52
3) Merchant Banking & Other Services	4,386.43	1,844.90	4,386.43	1,844.90
4) Asset Management Services	899.49	217.88	899.49	217.88
5) Others (Un-allocated)	1,903.14	563.07	1,903.10	565.88
b) Non-Banking financial business	-	-	825.91	1,095.27
c) Insurance business	-	-	168.26	133.04
TOTAL	27,179.90	15,127.37	28,174.03	16,358.49

The standalone and consolidated financial statements for the financial year ended 31^st March, 2024 have been prepared in accordance with Section 133 of the Companies Act, 2013 (the “Act”) read with the rules made thereunder and in accordance with the Indian Accounting Standards (“Ind AS”).

ii. Key highlights of Standalone Financial

Performance

• Gross income reported by the Company was '' 27,179.90 Lakhs for the year ended 31^st March, 2024 as against '' 15,127.40 Lakhs in the previous year, registering an increase of 79.67%;

• Profit before tax for the year increased by 228.67% to '' 15,514.59 Lakhs as compared to '' 4,720.45 Lakhs in the financial year 2022-23; and

• Profit after tax of the Company was '' 11,651.39 Lakhs for the year ended 31^st March, 2024 as compared to profit after tax of '' 3,483.81 Lakhs in the previous year, registering an increase of 234.44%.

iii. Key highlights of Consolidated Financial

Performance

• Gross income increased by 72.20% to '' 27,899.67 Lakhs as compared to '' 16,201.13 Lakhs in the financial year 2022-23;

• Profit before tax for the year increased by 183.25% to '' 16,407.29 Lakhs as compared to '' 5,792.53 Lakhs in the financial year 2022-23; and

• Profit after tax (post share of profit/loss from Associates) for the year increased by 186.58% to '' 12,314.97 Lakhs as compared to '' 4,297.16 Lakhs in the financial year 2022-23.

2. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has 3 (“Three”) Subsidiary

Companies as on 31^st March, 2024. The Company does not have any Joint Venture.

During the year, the Board of Directors (‘the Board'') reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company which form part of the Annual Report.

Further, a report on the performance and financial position of each of the Company''s subsidiaries for the financial year ended March 31, 2024 in Form AOC-1 is attached and marked as “Annexure - I” and forms part of this report.

The policy on material subsidiary is available on the Company''s website viz. https://www. mnclgroup.com/investor-relation/investor-relation-policy.

Further in accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on the Company''s website i.e. https://www.mnclgroup.com/ investor-relation/investor-relation-financials-annual-reports. These documents will also be available for inspection at the registered office of the Company and of the subsidiary companies during business hours on all working days and during the Annual General Meeting.

3. JOINT VENTURES, ACQUISITIONS AND

OTHER MATTERS

i. Divestment of stake in Subsidiaries

Companies

Sale of Stake by Monarch Networth Capital Limited (“MNCL”) in Monarch

Networth Money Changer Private Limited,

a subsidiary of MNCL

During the year, Monarch Networth Capital Limited (“MNCL”) has sold its entire stake aggregating 100% of the Paid-up Equity Share Capital in Monarch Networth Money Changer Private Limited, a subsidiary of MNCL, to Premjayanti Enterprises Private Limited. Following the completion of aforesaid sale, Monarch Networth Money Changer Private Limited ceased to be a subsidiary of MNCL and consequently that of the Company.

ii. Divestment of stake in Associate Companies

Sale of Stake by Monarch Networth Capital Limited (“MNCL”) in Networth Financial Services Limited, an associate of MNCL

During the year, Monarch Networth Capital Limited (“MNCL”) has sold its entire stake aggregating 45.32% of the Paid-up Equity

Share Capital in Networth Financial Services Limited, an associate of MNCL, to Premjayanti Enterprises Private Limited. Following the completion of aforesaid sale, Networth Financial Services Limited ceased to be an associate of MNCL and consequently that of the Company.

4. STATE OF COMMPANY''S AFFAIRS

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

5. SHARE CAPITAL

As on March 31, 2024, the paid up equity share capital of the company was '' 33,86,95,180/- i.e. 3,38,69,518 equity shares of '' 10/- each.

There was no change in the issued, subscribed and paid-up share capital during the year under review.

6. STOCK EXCHANGE

The Equity Shares of the Company are listed at BSE & NSE Limited.

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

7. TRANSFER TO GENERAL RESERVES

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

8. DIVIDEND

Considering good performance and strong cash flows, your Directors are pleased to recommend Final Dividend of '' 1/- per Equity Share (i.e. 10% of the Face Value) for the financial year 202324 subject to approval of the Members at the ensuing Annual General Meeting (“AGM”).

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

Unclaimed Dividend

Regarding unclaimed dividends, as of March 31, 2024, a negligible '' 7.26 Lacs remains uncollected in our Unpaid Dividend Accounts. In an effort to ensure transparency and facilitate the claim process, we have published a detailed statement

on our website (https://www.mnclgroup.com/ investor-relation/investor-relation-dividend) listing names, depository participant IDs, client IDs, shareholdings, and unclaimed amounts for affected shareholders.

9. EMPLOYEE STOCK OPTION SCHEME

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

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

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

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

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

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

• To provide additional deferred rewards to Employees.

During the year review, no material change in the Company’s existing ESOP scheme and the scheme is in compliance with SEBI Regulations.

Pursuant to the requirements of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, a certificate has been issued by the Secretarial Auditor of the Company confirming that the scheme has been implemented in accordance with the said Regulations, would be placed at the ensuing Annual General Meeting of the Company for inspection by the members

The particulars required to be disclosed pursuant to the SEBI (Share Based Employee Benefits) Regulations, 2021 is available on the website of the Company at https://www.mnclgroup.com/ investor-relation.

10. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form No. MGT-7, is available on the Company’s website and can be accessed at the web link https://www.mnclgroup.com/investor-relation/investor-relation-financials-annual-reports.

11. BOARD & ITS COMMITTEES

i. Board

The Board of the Company comprises of 6 (“Six”) Directors as on March 31, 2024, the details are as below:

Sr. No.	Name of the Director	DIN	Designation
1.	Mrs. Manju Bafna	01459885	Chairman & Whole -Time Director
2.	Mr. Vaibhav Shah	00572666	Managing Director
3.	Mr. Ashok Bafna	01431472	Whole -Time Director
4.	Mr. Chetan Bohra	03645353	Independent Director
5.	Mr. Sathish Kumar	08735238	Independent Director
6.	Ms. Avni Chouhan	08716231	Independent Woman Director

ii. Committees constituted by the Board of Directors

There are currently four Committees of the Board, as follows:

1. Audit Committee

2. Stakeholders’ Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

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

iii. Key Managerial Personnel (“KMP”)

As of the date of this report, the Key Managerial Personnel of the Company, in accordance with the provisions of Section 2(51) and Section 203 of the Companies Act 2013, include Mr. Gaurav Bhandari, serving as Chief Executive Officer and Mr. Nitesh Tanwar as Company Secretary & Compliance Officer.

iv. Change In Director''s and Key Managerial Personnel (“KMP”)

There was no change in composition of Board of Directors. However, below changes took place in Directors and Managerial Personnel’s of the company during the year under review:

1. Mr. Vaibhav Shah, Managing Director of the Company was re-appointed for further period of 5 years with effect from 1^st December, 2023.

2. Mrs. Hetvi Gandhi, Chief Financial Officer of the Company resigned w.e.f. closing hours of 25^th May, 2023;

3. Mrs. Rupali Verma, Company Secretary and Compliance officer of the company resigned w.e.f. closing hours of 16^th February, 2024; and

4. Mr. Nitesh Tanwar, was appointed as Company Secretary and Compliance officer of the company w.e.f. 12^th March, 2024.

v. Directors Retiring by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Manju Suresh Bafna (DIN: 01459885), retires by rotation and being eligible, has offered herself for re-appointment.

Mrs. Manju Suresh Bafna, Whole -Time Director retire by rotation and being eligible, offer themselves for re-appointment at the ensuing 31^st Annual General Meeting of the Company.

The Board recommends re-appointment of the above Directors.

Additional Information on directors recommended for re-appointment as required under Regulation 36 (3) of the SEBI (Listing and Obligation Disclosure

Requirements) Regulations 2015 at ensuing Annual General Meeting is given in the Notice convening 31^st Annual General Meeting.

The Company has laid down a Code of Conduct for all Board Members and Senior Management of the Company. All Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct. The Code of Conduct is placed on the website of the Company at https://www.mnclgroup.com/investor-relation/investor-relation-policy.

vi. Meetings of Board and its committees

Throughout the reviewed fiscal year, the Board, its Committees, and the Independent Directors convened on multiple occasions. These meetings focused on strategic discussions, decision-making, and directives regarding various aspects of the Company’s business operations and related matters, ensuring robust governance and adherence to our strategic objectives.

S r. Body No.	Numbers of times met during the year	Dates
1 Board	8	11th May 2023, 25th May 2023, 12th June 2023, 28th July, 2023, 23rd August 2023, 27th October, 2023, 22nd January, 2024 and 12th March, 2024
2 Audit Committee	6	11th May 2023, 25th May 2023, 28th July 2023, 23rd August 2023, 27th October 2023 and 22nd January, 2024
3 CSR Committee	1	20th October 2023
4 Nomination and Remuneration Committee	2	23rd August 2023 and 12th March, 2023
5 Stakeholders Relationship Committee	3	25th May 2023, 28th July 2023 and 23rd August 2023

The frequency and number of the aforementioned Board and committee meetings are in strict compliance with the applicable provisions of the Companies Act, 2013. A comprehensive disclosure regarding the Board, its committees, their composition, and terms of reference, along with the number of board and committee meetings held and the attendance of directors at each meeting, is meticulously detailed in the Report on Corporate Governance. This report is an integral part of the main document, underscoring our commitment to transparency and governance.

vii. Annual General Meeting/Extra-Ordinary General Meetings

Last year, the Company conducted its Annual General Meeting on September 22, 2023.

viii. Independent Directors'' Review Meeting

A separate meeting of the Independent Directors was convened to assess the performance of Non-Independent Directors and the effectiveness of the Board and its committees collectively. During this session, a comprehensive questionnaire designed to probe various aspects of Board operations was distributed among the Directors. The

evaluation criteria for Independent Directors encompassed their level of engagement in meetings, interpersonal skills, understanding of the business and its subsidiaries, capacity for independent judgment, expertise, and adherence to the compliance framework.

ix. Declaration by Independent Directors under Sub-Section (6) of Section 149

All independent directors of the Company have submitted the requisite declarations confirming their ongoing compliance with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations, 2015. Furthermore, they have affirmed their adherence to the Code of Conduct outlined in Schedule IV of the Act.

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

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

x. Board Evaluation

Pursuant to provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of the performance of the Board, its Committees and of individual Directors.

The Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Board has devised questionnaire to evaluate the performances of each of executive, non-executive and Independent Directors. Such questions are prepared considering the business of the

Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

a. Attendance of Board Meetings and Board Committee Meetings;

b. Quality of contribution to Board deliberations;

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

d. Providing perspectives and feedback going beyond information provided by the management.

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

xi. Evaluation Outcomes and Board Feedback

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

xii. Familiarisation Programme for Independent Directors / Non-Executive Directors

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

The induction process is designed to:

• build an understanding of the Company processes and

• fully equip Directors to perform their role on the Board effectively

The details of familiarization programme of the Independent Directors are available on the Company’s website at www.mnclgroup. com.

12. DIRECTORS'' RESPONSIBILITY STATEMENT

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

a. i n the preparation of the annual accounts, the applicable accounting standards have 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 have 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 have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

13. PARTICULARS OF REMUNERATION

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

14. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy

of the Company indicating the activities to be undertaken by the Company which has been approved by the Board. The CSR Policy may be accessed on the Company’s website at https:// www.mnclgroup.com/investorrelation/investor-relation-policy.

The report on Corporate Social Responsibility initiatives as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is given as "Annexure-III”.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Company’s operations forms part of this Annual Report.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to loans, advances, guarantees and investments are provided as part of the financial statements.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has in place a robust process for approval of Related Party Transactions and on Dealing with Related Parties.

All contracts/arrangements/transactions entered into by the Company during the Financial Year with related parties were in the ordinary course of business and on an arm’s length basis.

Omnibus approval of Audit Committee is obtained for Related Party Transactions which are of repetitive nature, which are reviewed on quarterly basis by the Audit Committee as per Regulation 23 of the Listing Regulations and Section 177 of the Companies Act, 2013.

All Related Party Transactions and subsequent material modifications, if any, were placed before the Audit Committee for review and approval. Necessary details for each of the Related Party Transactions as applicable along with the justification are provided to the Audit Committee in terms of the Company’s Policy on Materiality

of and Dealing with Related Party Transactions and as required under SEBI Circular dated 22^nd November 2021.

The Company has not entered into Material Related Party Transactions as per the provisions of the Companies Act, 2013.

In accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations”), the ‘Policy on Related Party Transactions’, as updated is available on the Company’s website: https://www.mnclgroup. com/investor-relation/investor-relation-policy.

18. INTERNAL FINANCIAL CONTROLS

The Corporate Governance Policies guide the conduct of affairs of your Company and clearly delineate the roles, responsibilities and authorities at each level of its governance structure and key functionaries involved in governance. The Code of Conduct for Senior Management and Employees of your Company (the Code of Conduct) commits Management to financial and accounting policies, systems and processes. The Corporate Governance Policies and the Code of Conduct stand widely communicated across your Company at all times. The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

19. AUDITORS

i. Statutory Auditors and their Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the term of M/s. Parekh Shah and Lodha, Chartered Accountants (Firm Registration No. 107487W), Statutory Auditors of the Company expires at the conclusion of the ensuing Annual General Meeting.

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

ii. Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Vijay Kumar Mishra, Partner. VKM & Associates, Practicing Company Secretary (Certificate of Practice Number: 4279) to undertake the Secretarial Audit of the Company.

The Company has annexed to this Board’s Report as ‘Annexure IV”, a Secretarial Audit Report for the Financial Year 2023-24 given by the Secretarial Auditor in Form MR-3. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

iii. Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year 2023-24 for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Mr. Vijay Kumar Mishra, Partner. VKM & Associates has been submitted to the Stock Exchanges and is annexed in Form MR-3 for the financial year ended 31^st March, 2024 is enclosed as "Annexure - V” to this Report.

iv. Secretarial Audit of Material Unlisted Indian Subsidiary

There is no Material Unlisted Indian Subsidiary of the Company as on 31^st March, 2024 and as such the requirement under Regulation 24A of the Listing Regulations regarding the Secretarial Audit of Material Unlisted Indian Subsidiary is not applicable to the Company for the Financial Year 2023-24.

v. Internal Auditor

The Company has re-appointed M/S. Rushil Soni & Co., Chartered Accountants, Ahmedabad as its Internal Auditor vide Board Meeting dated 25^th May, 2023. The Internal Auditor has given his reports on quarterly basis to the Audit Committee for the F.Y. 2023-2024.

Based on the report of internal audit, management undertakes corrective action in the respective areas and strengthens the levels of Internal Financial and other operational controls.

vi. Cost Records

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

vii. Reporting of Frauds by Auditors

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.

viii. Board''s comments on the Auditors Report

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

20. PUBLIC DEPOSITS

Throughout the fiscal year under review, the Company has neither invited nor accepted any deposits from the public, in accordance with Section 73 of the Companies Act, 2013, and the Companies (Acceptance of Deposits) Rules, 2014.

21. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors confirms that Monarch Networth Capital Limited has adhered to all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India. This affirmation reflects the Company’s commitment to maintaining the highest standards of corporate governance.

22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations 2015, the Business Responsibility and Sustainability Report (BRSR) detailing the initiatives undertaken by the Company is included as a part of this Annual Report. Consistent with the mandates of the SEBI Listing

Regulations, 2015, this report is also available on the Company’s website for broader access. Stakeholders interested in understanding our commitment to sustainable business practices and corporate responsibility can view the BRSR at https://www.mnclgroup.com/investor-relation/ investor-relation-announcements.

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

23. CORPORATE GOVERNANCE REPORT

Your Company believes in adopting best practices of corporate governance. Corporate governance principles are enshrined in the Spirit of Monarch Networth, which form the core values of the Company. These guiding principles are also articulated through the Company’s code of business conduct, Corporate Governance guidelines, charter of various subcommittees and disclosure policy. As per regulation 34 read with Schedule V of Listing Obligations and Disclosure Requirements, Regulations, 2015 LODR, a separate section on corporate governance practices followed by your Company, together with a certificate from M/s. VKM & Associates, Practising Company Secretaries, on compliance with corporate governance norms under the Listing Regulations, is provided as "Annexure -VI” to this Annual Report.

24. REMUNERATION POLICY

Pursuant to provisions of Section 178 of the Companies Act, 2013 and SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015 and on the recommendation of the Nomination and Remuneration Committee, the Board has adopted a Policy on criteria for appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The same is also hosted on the website of the Company - https://www. mnclgroup.com/investor-relation/investor-relation-policy.

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Vigil mechanism / Whistle blower Policy to deal with instance of fraud and mismanagement, if any. The Company had established a mechanism for directors and employees to report concerns about

unethical behavior, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil mechanism Policy is explained in the report of Corporate Governance and also posted on the website of the Company at https://www.mnclgroup.com/investor-relation/ investor-relation-policy. We affirm that during the financial year 2023-24, no employee or director was denied access to the Audit Committee.

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

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

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

Your Directors further state that during the fiscal year 2023-24, there were no complaints received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The following is reported pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

a) Number of complaints filed during the financial year: Nil

b) Number of complaints disposed of during the financial year: Nil

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

27. POLICIES

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

28. RISK MANAGEMENT

The Company has laid down a well-defined Risk Management Policy to identify the risk, analysis and to undertake risk mitigation actions. The Board of Directors regularly undertakes the detailed exercise for identification and steps to control them through a well-defined procedure.

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

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

A) Conservation of Energy

a. Steps taken or impact on conservation of energy - The Operations of the Company do not consume energy intensively. However, the Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

c. The capital investment on energy conservation equipment - Nil

B) Technology Absorption

a. The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b. The benefits derived like product improvement, cost reduction, product development or import substitution-Not Applicable

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

d. The expenditure incurred on Research and Development - Not Applicable

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

Particulars	Year ended	Year ended
	31st March,	31st March,
	2024	2023
Foreign exchange earning	Nil	73,350.60
Foreign exchange Outgo	Nil	Nil

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

There are no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. 31^st March, 2024 and till the date of the this report.

31. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

There were no proceedings initiated / pending against your Company under the Insolvency and Bankruptcy Code, 2016.

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE: There was no significant or material order passed by any regulator or court or tribunal,

which impacts the going concern status of the Company or will have bearing on company’s operations in future.

33. MAINTENANCE OF BOOKS OF ACCOUNTS OF COMPANY AT A PLACE OTHER THAN REGISTERED OFFICE OF THE COMPANY

I n the fiscal year 2023-2024, Monarch Networth Capital Limited has relocated the maintenance of its books of accounts from the registered office to a new location. Effective from February 02, 2024, the Company’s books of accounts will be kept additionally at 901/902 9^th Floor Atlanta Centre, Opp Udyog Bhavan Sonawala Road, Goregaon East, Mumbai, Goregaon East, Maharashtra, India, 400063. This strategic move is aimed at optimizing our accounting and administrative operations.

34. OTHER DISCLOSURES

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

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

i. Issue of equity shares with differential rights as to dividend, voting or otherwise.

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

iii. Voting rights which are not directly exercised by the employees in respect of shares for the subscription / purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

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

v. The Company has not made any one-time settlement for loans taken from the Banks

35. ACKNOWLEDGEMENT:

or Financial Institutions, and hence 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 is not applicable.

vi. There was no revision of financial statements and Board’s Report of the Company during the year under review.

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

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

For and on behalf of the Board of Directors

Vaibhav Shah Manju Baf na

Place: Ahmedabad Managing Director Chairman cum Whole-Time Director

Date: May 24, 2024 DIN: 00572666 DIN: 01459885

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Mar 31, 2023

The Board of Directors (the “Board”) of your Company have the pleasure in presenting the 30^th Board’s Report together with the Audited Financial Statements for the financial year ended 31^st March, 2023.

FINANCIAL HIGHLIGHTS

The standalone and consolidated financial statements for the financial year ended 31^st March, 2023, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

Key highlights of the financial performance of the Company is summarized below:

(Rs. in Lakhs)
Particulars	Standalone Year Ended		Consolidated Year Ended
	31st March, 2023	31st March, 2022	31st March, 2023	31st March, 2022
Revenue & other Income	15,127.40	14,698.99	16,201.13	15,456.13
Profit before Tax	4,720.45	6,576.52	5,792.53	7,216.60
Tax Expenses:
Short & Excess Tax Provision	17.87	27.54	8.4	(33.79)
Current Tax	1210.62	1,622.66	1,479.46	1,793.77
Deferred tax	8.16	25.48	7.43	25.62
Mat Receivable	0.00	25.92	0	25.92
Profit After Tax	3,483.81	4,874.92	4,297.24	5,405.08
Minority Interest	-	-		-
Share of Profit/(Loss) from Associates	-	-	(0.07)	(0.06)
Net profit for the year	3,483.81	4,874.92	4,297.16	5,405.01
Other comprehensive (loss)/income for the year	(18.78)	378.18	(18.78)	378.18
Total comprehensive income for the year	3,465.03	5,253.10	4,278.38	5,783.19
EPS:
- Basic	10.23	16.92	12.63	18.63
- Diluted	10.23	15.43	12.63	18.19
Key highlights of the Segment wise financial performance is summarized below:				('' in Lakhs)
Particulars	Standalone		Consolidated
	31st March, 2023	31st March, 2022	31st March, 2023	31st March, 2022
a) Broking and Related Services
1) Fees and commission income	7951.69	9001.33	7951.69	9001.33
2) Interest Income	4515.52	3233.36	4515.52	3233.36
3) Merchant Banking & Other Services	1844.90	825.50	1844.90	825.50
4) Asset Management Services	217.88	695.76	217.88	695.76
5) Others (Un-allocated)	597.41	943.04	600.19	943.38
b) Non-Banking financial business	-	-	937.91	620.69
c) Insurance business	-	-	133.04	136.14
TOTAL	15127.40	14698.99	16201.13	15456.14

STATE OF COMPANY’S AFFAIRS

Discussion on state of Company’s affairs has been covered as part of the Management Discussion and Analysis. Management Discussion and Analysis for the year under review.

SHARE CAPITAL

As on March 31, 2023, the paid up equity share capital of the company was '' 33,86,95,180/- i.e. 3,38,69,518 equity shares of '' 10/- each.

During the year under review the Company had issued 28,20,000 Equity shares of face value of '' 10/- each (Rupees Ten Only) out of 29,90,000 Fully Convertible Warrants issued and allotted on August 06, 2021, at an issue price of '' 72/- each (Rupees Seventy Two Only) by way of preferential allotment on a private placement basis to the persons belonging to Non-Promoter Category. Rest 1,70,000 Fully Convertible Warrants has been cancelled on account of un-willingness/non subscription of the warrant holders to exercise the conversion option.

EMPLOYEE STOCK OPTION SCHEME

MNCL Employees Stock Options Scheme 2021 ("the Scheme”) is administered by Monarch Networth Capital Limited Employees Welfare Trust (ESOP Trust) under the instructions and supervision of Nomination and Remuneration Committee (NRC) of the Company. The Scheme is implemented through a trust route in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI Regulations”) with an objective:

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

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

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

To create a sense of ownership and participation amongst the Employees to share the value they

create for the Company in the years to come, and

To provide additional deferred rewards to Employees.

During the year review, no material change in the Company’s existing plan has been made and the plan is in compliance with SEBI Regulations.

Pursuant to the requirements of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, a certificate has been issued by the Secretarial Auditor of the Company confirming that the Plan has been implemented in accordance with the said Regulations, would be placed at the ensuing Annual General Meeting of the Company for inspection by the members

The particulars required to be disclosed pursuant to the SEBI (Share Based Employee Benefits) Regulations, 2021 is available on the website of the Company at https://www.mnclgroup.com/investor-relation.

TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserve.

DIVIDEND:

The Board has recommended Final Dividend of '' 1/-per Equity Share (i.e. 10% of the Face Value) for the financial year 2022-23 in the Board Meeting of the Company held on 25^th May, 2023, subject to approval of Shareholders at the ensuing Annual General Meeting ("AGM”).

STOCK EXCHANGE:

The Equity Shares of the Company are listed at BSE & NSE Limited.

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

BOARD OF DIRECTOR’S: The Board of the Company comprises of 6 (Six) Directors as on March 31, 2023, the details are as below:
Sr. No.	Name of the Director	DIN	Designation
1	Ms. Manju Bafna	01459885	Chairman & Whole -Time Director
2	Mr. Vaibhav Shah	00572666	Managing Director
3	Mr. Ashok Bafna	01431472	Whole -Time Director
4	Mr. Chetan Bohra	03645353	Independent Director
5	Mr. Sathish Kumar	08735238	Independent Director
6	Ms. Avni Chouhan	08716231	Independent Director

DIRECTORS RETIRING BY ROTATION AND REAPPOINTMENT:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Vaibhav Shah (DIN: 00572666), retires by rotation and being eligible, has offered himself for re-appointment.

Mr. Vaibhav Shah, Managing Director of the Company has been re-appointed for a period of 05 (Five) years w.e.f. 01^st December, 2023 to 30^th November, 2028 subject to the approval of shareholder’s in ensuing AGM.

Your Board recommend’s re-appointment of the above Directors.

Additional Information on directors recommended for re-appointment as required under Regulation 36 (3) of the SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015 at ensuing Annual General Meeting is given in the Notice convening 30^th Annual General Meeting.

The Company has laid down a Code of Conduct for all Board Members and Senior Management of the Company. All Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct. The Code of Conduct is placed on the website of the Company at https://www.mnclgroup. com/investor-relation/investor-relation-policy.

CHANGE IN DIRECTOR’S AND KEY MANAGERIAL PERSONNEL:

Below changes took place in Key Managerial Personnel’s of the company during the year under review

1. Mr. Tarak Shah, Chief Financial Officer of the company resigned w.e.f. closing hours of 10^th August, 2022.

2. Mrs. Hetvi Gandhi has been appointed as Chief Financial Officer of the Company w.e.f. 11^th August, 2022.

Further there were no changes in Director’s of the Company during the Financial Year under review.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

Pursuant to provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of the performance of the Board, its Committees and of individual Directors.

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

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

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

iv. Providing perspectives and feedback going beyond information provided by the management;

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

COMMITTEES OF THE BOARD:

There are currently four Committees of the Board, as follows:

1. Audit Committee

2. Stakeholders’ Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance and forms part of this Annual Report.

ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2023 is available on the Company’s website and can be accessed at https://www.mnclgroup.com/investor-relation.

MEETINGS OF THE BOARD:

During the year under review, the Board of Directors has held Eleven (11) Board meetings. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

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

a. in the preparation of the annual accounts, the applicable accounting standards have 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 have 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 have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES:

The Company has 4 (Four) Subsidiary Companies and 1 (One) Associate Companies as on 31^st March, 2023. The Company does not have any Joint Venture.

During the year, the Board of Directors (‘the Board’) reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company which form part of the Annual Report. Further, a report on the performance and financial position of each of the Company’s subsidiaries and associate companies for the financial year ended March 31, 2023 in Form AOC-1 is attached and marked as "Annexure - I” and forms part of this report.

The policy on material subsidiary is available on the Company’s website viz. https://www.mnclgroup.com/ investor-relation/investor-relation-policy

Further in accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on the Company’s website https://www.mnclgroup.com/ investor-relation/investor-relation-financials-annual-reports. These documents will also be available for inspection at the registered office of the Company and of the subsidiary companies during business hours on all working days and during the Annual General Meeting.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to loans, advances, guarantees and investments are provided as part of the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm’s Length basis. No Material Related Party Transactions, entered during the year by your Company as per Section 188 of the Companies Act, 2013 which require approval of the member. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company. Further disclosure of transactions with related parties is set out as part of the financial statements.

In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. An abridged policy on related party transactions has been placed on the Company’s website: https://www.mnclgroup. com/investor-relation/investor-relation-policv:

PARTICULARS OF REMUNERATION:

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Company’s operations forms part of this Annual Report as "Annexure -III”.

CORPORATE GOVERNANCE:

Your Company believes in adopting best practices of corporate governance. Corporate governance principles are enshrined in the Spirit of Monarch Networth, which form the core values of the Company. These guiding principles are also articulated through the Company’s code of business conduct, Corporate Governance guidelines, charter of various subcommittees and disclosure policy. As per regulation

34 read with Schedule V of Listing Obligations and Disclosure Requirements, Regulations, 2015 LODR, a separate section on corporate governance practices followed by your Company, together with a certificate from VKM & Associates, Practising Company Secretaries, on compliance with corporate governance norms under the Listing Regulations, is provided as "Annexure -IV” to this Annual Report.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy of the Company indicating the activities to be undertaken by the Company which has been approved by the Board. The CSR Policy may be accessed on the Company’s website at https://www.mnclgroup.com/investor-relation/investor-relation-policy

The report on Corporate Social Responsibility initiatives as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is given as "Annexure-V”.

WHISTLE BLOWER POLICY:

The Company has adopted a Vigil mechanism / Whistle blower Policy to deal with instance of fraud and mismanagement, if any. The Company had established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil mechanism Policy is explained in the report of Corporate Governance and also posted on the website of the Company at https://www.mnclgroup.com/ investor-relation/investor-relation-policy. We affirm that during the financial year 2022-23, no employee or director was denied access to the Audit Committee.

REMUNERATION POLICY:

Pursuant to provisions of Section 178 of the Companies Act, 2013 and SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015 and on the recommendation of the Nomination and

Remuneration Committee, the Board has adopted a Policy on criteria for appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The same is also hosted on the website of the Company - https://www.mnclgroup.com/ investor-relation/investor-relation-policy

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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

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

Your Directors further state that during the fiscal year 2022-23, there were no complaints received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The following is reported pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

a) Number of complaints filed during the financial year: Nil

b) Number of complaints disposed of during the financial year: Nil

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

RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy to identify the risk, analysis and to undertake risk mitigation actions. The Board of Directors regularly undertakes the detailed exercise for identification and steps to control them through a well-defined procedure.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Board of your Company has laid down internal financial controls to be followed by the Company and

that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

INTERNAL AUDITOR:

The Company has re-appointed M/S. Rushil Soni & Co., Chartered Accountants, Ahmedabad as its Internal Auditor vide Board Meeting dated 30^th May, 2022. The Internal Auditor has given his reports on quarterly basis to the Audit Committee.

Based on the report of internal audit, management undertakes corrective action in the respective areas and strengthens the levels of Internal Financial and other operational controls.

STATUTORY AUDITORS:

At the 26^th Annual General Meeting of the Company held on 30^th September, 2019, M/s. Parekh Shah and Lodha, Chartered Accountants, Mumbai (having FRN: 107487W), were re-appointed as Statutory Auditors of the Company to hold office for a second term of five consecutive years upto the conclusion of 31^st Annual General Meeting to be held in the year 2024.

The Auditor’s Report for the year ended 31^st March, 2023 does not contain any qualification, reservation or adverse remark. Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review. The Auditor’s Report is enclosed with Financial Statements in this Annual Report.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed Mr. Vijay Kumar Mishra, Partner, VKM & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended 31^st March, 2023 is enclosed as "Annexure VI” to this Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

A. Conservation of Energy

a. Steps taken or impact on conservation of energy - The Operations of the Company do not consume energy intensively. However, the Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

c. The capital investment on energy conservation equipment - Nil

B. Technology Absorption

a. The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b. The benefits derived like product improvement, cost reduction, product development or import substitution- Not Applicable

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

d. The expenditure incurred on Research and Development - Not Applicable

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

(Figures in Rs.)
Particulars	Year ended	Year ended
	31st March, 2023	31st March, 2022
Foreign exchange earning	73,350.60	72629.5
Foreign exchange Outgo	Nil	Nil

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

There are no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. 31^st March, 2023 and till the date of the Director’ Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company’s operations in future.

ACKNOWLEDGEMENT:

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

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

---

Mar 31, 2018

On behalf of the Board of Directors (the “Board”), it gives me great pleasure to present the 25th Board''s Report of your Company, along with the Balance Sheet, Statement of Profit and Loss and Statement of Cash Flow for the financial year ended March 31, 2018.

I. FINANCIAL PERFORMANCE:

The standalone and consolidated financial statements for the financial year ended March 31, 2018, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

On Standalone basis, the total revenue of the Company for the year under review stood at INR 7334.54 Lakhs (previous year INR 5409.94 Lakhs). During the year the Company earned net profit of INR 1566.30 Lakhs (previous year profit of INR 1174.56 Lakhs).

On Consolidated Basis, the total revenue of the Company for the year under review stood at INR 9026.19 Lakhs (previous year INR 6495.63 Lakhs). During the year the Company earned net profit of INR 1842.90 Lakhs (previous year profit of INR 1294.80 Lakhs).

Key highlights of the financial performance of the Company is summarized below:

(INR. in Lakhs)

Particulars	Standalone Year ended		Consolidated Year ended
	Year ended 31st March, 2018	Year ended 31st March, 2017	Year ended 31st March, 2018	Year ended 31st March, 2017
Revenue & other Income	7897.92	6142.11	9458.36	7260.31
Finance Cost	164.57	295.69	225.10	303.40
Depreciation & Amortization Expenses	87.55	129.71	89.58	131.88
Profit before Tax	1786.16	1265.89	2157.65	1453.76
Tax Expenses	170.87	142.99	263.50	208.07
Short & Excess Tax Provision	15.24	0	14.16	-0.91
Current Tax	381.00	168.36	473.50	209.64
Deferred tax	18.63	-25.36	19.84	-0.66
Mat Receivable	-244.00	0	-244.00	0
Net profit for the year	1615.29	1122.89	1894.15	1245.68
Other comprehensive (loss)/income for the year	-48.98	51.67	-48.98	51.67
Total comprehensive income for the year	1566.30	1174.56	1845.16	1297.36
Total comprehensive income for the period attributable to:
Minority Interest	-	-	(00.03)	(00.02)
Share of Profit/(Loss) from Associates EPS:	-	-	(2.23)	(2.53)
- Basic	5.17	3.87	6.08	4.27
- Diluted	5.17	3.87	6.08	4.27

Share Capital:

As on March 31, 2018, the paid up equity share capital of the company was INR 30,31,16,000 i.e. 3,03,11,600 equity shares of INR 10 each. There was no change in Paid-up Share Capital of the Company during the Financial Year 2017-18.

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

(INR. in Lakhs)

Particulars	Standalone Year ended		Consolidated Year ended
	Year ended 31st March, 2018	Year ended 31st March, 2017	Year ended 31st March, 2017	Year ended 31st March, 2018
1) Broking	7,464.75	5,388.94	7,947.27	5,831.21
2) Wealth Management	0	0	77.72	33.20
3) Non Banking financial business	0	0	875.37	608.52
4) Merchant Banking Income	87.80	21.00	87.80	21.00
5) Other (Un-allocated)	0	0	38.48	2.08

Dividend:

In order to conserve the resources for future business requirements, your Directors do not recommend dividend for the year under review.

Public Deposits:

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Subsidiaries and Associate Companies:

The company has incorporated subsidiary company “Monarch Networth Capital IFSC Private Limited” on 14th March, 2017. Since there are no activities carried out during the financial year 2017-18, account''s has not been merged in Consolidated Financial Statement of the Company.

The Company has 6 (six) Subsidiary Companies and 2 (two) Associate Companies as on 31st March, 2018. During the year, the Board of Directors (''the Board''), reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries except for “Monarch Networth Capital IFSC Private Limited”, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries and associates in the prescribed format AOC-1 is appended as Annexure II to the Board''s report. The statement also provides the details of performance, financial positions of each of the subsidiaries. The policy on material subsidiary is available on the Company''s website viz. https://www.mnclgroup.com/ investor-relation/investor-relation-policy;

The Company does not have any Joint Venture.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on the Company''s website https://www.mnclgroup.com/investor-relation/investor-relation-financials-annual-reports; . These documents will also be available for inspection at the registered office of the Company and of the subsidiary companies during business hours on all working days and during the Annual General Meeting.

Particulars of Loans, Guarantees or Investments:

Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to loans, advances, guarantees and investments are provided as part of the financial statements.

II. BUSINESS:

Merger of it''s Subsidiaries and Associate Companies with the Company:

At its meeting held on February, 14, 2018, the Board considered and approved a scheme of amalgamation pursuant to Sections 230 to 232 read with Section 234 and other relevant provisions of the Companies Act, 2013, providing for the merger of its wholly owned subsidiary company- Networth Insurance Broking Pvt Ltd, Networth Wealth Solution Ltd, its subsidiary company- Monarch Networth Comtrade Ltd and Associate Company- Networth SoftTech Ltd with the Company-Monarch Networth Capital Limited. The scheme of amalgamation is subject to necessary statutory and regulatory approvals under applicable laws, including approval of the National Company Law Tribunal in India. The scheme of amalgamation will, inter alia, enable consolidation of resources of the Transferor Companies with the Transferee Company, thereby providing greater efficiency in operations and administrative affairs of the Transferee Company and thus optimizing the valuation of the consolidated company and its shareholders. It will also result in following benefits

- Financial strength and flexibility for the Transferee Company, which would result in maximizing overall shareholder value.

- Achieve greater efficiencies in operations with optimum utilization of resources, better administration and reduced cost.

- Cost savings are expected to flow from more focused operational efforts, rationalization, standardization and simplification of business processes, productivity improvements, and the elimination of duplication, and optimum rationalization of administrative expenses and utilization of human resources.

- Greater efficiency in cash management of the amalgamated entity and pooling of cash flow generated by the combined entities which can be deployed more efficiently to fund organic and inorganic growth opportunities, to maximize shareholder value

- Improved organizational capability and leadership arising from pooling of financial, managerial and technical resources.

- Effective Margin Management to the clients of the Transferor and the Transferee Company.

Management Discussion and Analysis Report:

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Company''s operations forms part of this Annual Report as Annexure -VI

II. GOVERNANCE AND ETHICS:

Corporate Governance

Your Company believes in adopting best practices of corporate governance. Corporate governance principles are enshrined in the Spirit of Monarch Networth, which form the core values of the Company. These guiding principles are also articulated through the Company''s code of business conduct, Corporate Governance guidelines, charter of various sub-committees and disclosure policy. As per regulation 34 read with Schedule V of Listing Obligations and Disclosure Requirements, Regulations, 2015 LODR, a separate section on corporate governance practices followed by your Company, together with a certificate from VKM & Associates, Practising Company Secretaries, on compliance with corporate governance norms under the Listing Regulations, is provided as Annexure -V to this Annual Report.

Board of Director''s

As on March 31, 2018, the Board comprised of two Executive Directors- Mr. Vaibhav Jayantilal Shah- Managing Director and Mrs. Manju Suresh Bafna-Whole-Time Director and also three Non-Executive Independent Director''s. The Company has received necessary declarations from the Independent Directors stating that they meet the prescribed criteria for independence. Based on the confirmations/disclosures received from the Directors under Section 149(7) of the Companies Act 2013 and on evaluation of the relationships disclosed, the following Non-Executive Directors are considered as Independent Directors:

a) Mr. Mayukh Pandya

b) Mr. Shailesh Desai

c) Mr. Chetan Bohra

Meetings of the Board:

The Board met 08 (Eight) times during the financial year 2017-18, i.e. on 28^th April, 2017, 30^th May, 2017, 31^st July, 2017, 22nd August, 2017, 04^th September, 2017, 23^rd November, 2017, 20^th December, 2017 and 14^th February, 2018. The maximum interval between any two meetings did not exceed 120 days.

Director''s and Key Managerial Personnel:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Vaibhav Shah, Managing Director , retires by rotation and being eligible, has offered himself for re-appointment.

Mrs. Manju Bafna, Whole-Time Director of the Company has been re-appointed for a period of 05 years w.e.f 13th February, 2018 and Mr. Vaibhav Shah, Managing Director for a period of 05years w.e.f. 01st December, 2018 subject to the approval of shareholder''s in ensuing AGM.

Your Board recommend''s their appointment / re-appointment of the above Director.

The Company has formulated code of conduct on appointment of directors and senior management. This code of conduct can be accessed on the website of the Company at the link https://www.mnclgroup.com/investor-relation/investor-relation-code-of-conduct;

Additional Information on directors recommended for appointment/re-appointment as required under Regulation 36 (3) of the SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015 at ensuing Annual General Meeting is given in the Notice convening 25th Annual General Meeting.

Stock Exchange:

The Equity Shares of the Company are listed at BSE Limited. The Company has paid the Annual listing fees for the year 20172018 to the said Stock Exchange.

Corporate Social Responsibility: CSR is applicable to the Company for the financial year 2017-2018 and the details of the CSR Policy and Report forms part of this Annual Report as Annexure -VII

Annual Performance Evaluation by the Board:

SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015, mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of directors on various parameters such as:

i. Board dynamics and relationships

ii. Information flows

iii. Decision-making

iv. Relationship with stakeholders

v. Company performance and strategy

vi. Tracking Board and committee''s effectiveness

vii. Peer evaluation

Pursuant to the provisions of the Companies Act, 2013 a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board works with the nomination and remuneration committee to lay down the evaluation criteria.

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

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

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

iv. Providing perspectives and feedback going beyond information provided by the management.

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

Committees of the Board:

There are currently four Committees of the Board, as follows:

1. Audit Committee

2. Stakeholders'' Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee (constituted on 04th September, 2017)

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance and forms part of this Annual Report.

Whistle Blower Policy:

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

Governance and also posted on the website of the Company at https://www.mnclgroup.com/investor-relation/investor-relation-policy; We affirm that during the financial year 2017-18, no employee or director was denied access to the Audit Committee.

Remuneration Policy:

Pursuant to provisions of Section 178 of the Companies Act, 2013 and SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015 and on the recommendation of the Nomination and Remuneration Committee, the Board has adopted a Policy on criteria for appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The salient features of the Remuneration Policy are stated in the Report on Corporate Governance which form''s part of this Annual Report and also hosted on the website of the Company - https://www.mnclgroup.com/investor-relation/investor-relation-policy;

Particulars of Contracts or Arrangements with Related Parties:

Your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arm''s length as part of its philosophy of adhering to highest ethical standards, transparency and accountability. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. An abridged policy on related party transactions has been placed on the Company''s website: https://www.mnclgroup.com/investor-relation/investor-relation-policy;

All Related Party Transactions are placed on a quarterly basis before the Audit Committee and before the Board for approval. Prior omnibus approval of the Audit and the Board is obtained for the transactions which are of a foreseeable and repetitive nature.

All Related Policy Transactions entered during the year were in Ordinary Course of the Business and on Arm''s Length basis. No Material Related Party Transactions, entered during the year by your Company as per Section 188 of the Companies Act, 2013 which require approval of the member. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company.

Information under the Sexual Harrassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

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

Your Directors further state that the during the fiscal year 2017-18, there were no complaints received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The following is reported pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

a) Number of complaints received in the year : Nil

b) Number of complaints disposed off during the year : Nil

c) Number of cases pending more than ninety days: Nil

d) Number of workshops or awareness programme against sexual harassment carried out: The Company has conducted an online training for creating awareness against the sexual harassment against the women at work place.

e) Nature of action taken by the employer or district officer: Not applicable

Risks and Areas of Concern:

The Company has laid down a well-defined Risk Management Policy to identify the risk, analyse and to undertake risk mitigation actions. The Board of Directors regularly undertakes the detailed exercise for identification and steps to control them through a well-defined procedure.

Directors'' Responsibility Statement:

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

a. in the preparation of the annual accounts, the applicable accounting standards have 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 have 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 have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

Particulars of Remuneration:

Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel Rules, 2014, details of the ratio of remuneration of each Director to the median employee''s remuneration are appended to this report as Annexure III.

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

IV. INTERNAL FINANCIAL CONTROLS AND AUDIT Internal Financial Controls and their Adequacy

The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

Internal Auditor:

The Company has re-appointed Nautam Vakil & Co., Chartered Accountants, Ahmedabad as its Internal Auditor vide Board Meeting dated 30th May, 2017. Further, vide Board Meeting dated 31st July, 2017, Akshay Mohnot & Co, Chartered Accountants, Firm Reg No. 123209W were appointed as Internal Auditor in place of Nautam Vakil & Co. The Internal Auditor has given his reports on quarterly basis to the Audit Committee.

Based on the report of internal audit, management undertakes corrective action in the respective areas and strengthens the levels of Internal Financial and other operational controls.

Statutory Auditors:

At the 22nd Annual General Meeting of the Company held on 30th September, 2015, M/s. Parekh Shah and Lodha, Chartered Accountants, Mumbai (having FRN: 107487W), were appointed as Statutory Auditors of the Company to hold office upto the conclusion of 26th Annual General Meeting.

Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the 25th AGM.

The Auditor''s Report for the year ended 31st March, 2018 does not contain any qualification, reservation or adverse remark. Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review. The Auditor''s Report is enclosed with Financial Statements in this Annual Report.

Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed Mr. Vijay Kumar Mishra, Partner, VKM & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2018 is enclosed as Annexure IV to this Report. There are qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report which is stated below:

Secretarial Auditor''s Remarks:

The Company has Given Loans on interest free basis and has not followed provision of section 186 of Companies Act 2013, and Corresponding erstwhile section under Companies Act, 1956.

Managment Comment:

With respect to the Remark(s)/Observations or disclaimer made by the Secretarial Auditors in their Report, we hereby state that the loans given by the Company are temporary in nature and are repayable on demand.

V. SUSTAINABILITY

Particulars of Conservation of Energy, Techonology Absorption and Foreign Exchange Earnings and Outgo:

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

A. Conservation of Energy

a. Steps taken or impact on conservation of energy - The Operations of the Company do not consume energy intensively. However, the Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

c. The capital investment on energy conservation equipment - Nil

B. Technology Absorption

a. The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b. The benefits derived like product improvement, cost reduction, product development or import substitution- Not Applicable

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

d. The expenditure incurred on Research and Development - Not Applicable

VI. OTHER DISCLOSURES

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

(Figures in INR)

Particulars	Year ended 31st March, 2018	Year ended 31st March, 2017
Foreign exchange earning	Nil	8157.12
Foreign exchange Outgo	Nil	Nil

Extract of Annual Return:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return as on March 31, 2018 in form MGT-9 is enclosed as Annexure I to this report.

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 to which the financial statements relate and the date of this report.

Details of Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern Status and Company''s Operations in Future:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company''s operations in future.

ACKNOWLEDGEMENT:

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

For and on behalf of the Board of Directors

Sd/- Sd/-

Place: Mumbai Vaibhav Shah Manju Bafna

Date: 03rd September, 2018 Chairman cum Managing Director Whole-Time Director

DIN: 00572666 DIN: 01459885

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Mar 31, 2016

DIRECTORS’ REPORT

To

The Members,

Monarch Net worth Capital Limited

The Directors present the 23rd Annual Report together with Financial Statements of the Company for the financial year ended 31st March 2016. FINANCIAL HIGHLIGHTS:

The financial performance of the Company is summarized below:

(Rs.in Lakhs)

Particulars	Year ended 31st March, 2016	Year ended 31st March, 2015
Total Revenue (net)	4553.64	5340.32
Profit before Finance Cost, Depreciation & Amortization expenses and Tax	736.82	1327.82
Finance Cost	598.28	555.30
Depreciation and Amortization expenses	180.35	331.15
Profit/(Loss) before exceptional items and tax	(41.81)	441.36
Add: Exceptional/Extraordinary Items and Prior Period Adjustments	(7.57)	(2.44)
Profit/(Loss) before tax	(49.38)	443.81
Less: Provision for tax	(96.99)	158.50
Profit / (Loss) after tax	47.61	285.31

FINANCIAL PERFORMANCE:

The total income of the Company for the year under review stood at Rs. 4553.64 Lakhs (previous year Rs. 5340.32 Lakhs). During the year the Company earned net profit of Rs. 47.61 Lakhs (previous year profit of Rs. 285.31 Lakhs).

SHARE CAPITAL:

There was no change in Share Capital of the Company during the Financial Year 2015-16.

DIVIDEND:

In order to conserve the resources for future business requirements, your Directors do not recommend dividend for the year under review.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

LISTING AGREEMENT:

The Securities and Exchange Board of India (SEBI) on September 2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective from December 1, 2015. Accordingly, all listed entities were required to entire into the Listing Agreement within six months from the effective date The company entered into the Listing Agreement with Bombay Stock Exchange Limited on 12th February, 2016.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure - 1.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Manju Bafna, Whole-Time Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.

Mr. Vaibhav Shah, whose term as Managing Director was valid till 30th November, 2015, was re- appointed as an Managing Director of the Company for a period of 3 (Three) Years with effect from 01st December, 2015 to 30th November, 2018 subject to the approval of shareholders in the ensuing General Meeting and being eligible offers himself for re-appointment.

Your Board recommends their appointment / re-appointment of the above Directors.

During the year under review, the following changes had taken place in the Board of Directors of the Company:

Sr. No.	Name	Designation	Date of Appointment (During the year)	Date of Resignation
1.	Mr. Suresh P. Jain	Chairman cum director	NA	12th February, 2016
2.	Mr. Vaibhav Shah	*Chairman cum Managing Director	*Managing Director- w.e.f. 01st December, 2015 & Chairman w.e.f. 12th February, 2016	NA

Additional Information on directors recommended for appointment/re-appointment as required under Regulation 26 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 at ensuing Annual General Meeting are given in the Notice convening 23^rd Annual General Meeting.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company and business strategies. The notice of Board meeting is given well in advance to all the Directors of the Company. Usually, meetings of the Board are held in the registered office of the Company. The agenda of the Board / Committee meetings is circulated 7 days prior to the date of the meeting.

The Board met 14 (fourteen) times during the year, the details of which are given in the Report on Corporate Governance. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of directors on various parameters such as:

i. Board dynamics and relationships

ii. Information flows

iii. Decision-making

iv. Relationship with stakeholders

v. Company performance and strategy

vi. Tracking Board and committee''s effectiveness

vii. Peer evaluation

Pursuant to the provisions of the Companies Act, 2013 a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board works with the nomination and remuneration committee to lay down the evaluation criteria.

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

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

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

iv. Providing perspectives and feedback going beyond information provided by the management.

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

DECLARARTION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all the Independent Directors of the Company under sub-section (7) of Section 149 of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

COMMITTEES OF THE BOARD:

There are currently three Committees of the Board, as follows:

1. Audit Committee

2. Stakeholders'' Relationship Committee

3. Nomination and Remuneration Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance and forms part of this Annual Report.

AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The composition of the Audit Committee is given in Report on Corporate Governance, which is annexed to this report.

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also supervises the Company''s internal control and financial reporting process.

WHISTLE BLOWER POLICY:

The Company has adopted a Vigil mechanism / Whistle blower Policy to deal with instance of fraud and mismanagement, if any. The Company had established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil mechanism Policy is explained in the report of Corporate Governance and also posted on the website of the Company. We affirm that during the financial year 2015-2016, no employee or director was denied access to the Audit Committee.

REMUNERATION POLICY:

Pursuant to provisions of Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and on the recommendation of the Nomination and Remuneration Committee, the Board has adopted a Policy on criteria for appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The salient features of the Remuneration Policy are stated in the Report on Corporate Governance which forms part of this Annual Report.

RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy to identify the risk, analyze and to undertake risk mitigation actions. The Board of Directors regularly undertakes the detailed exercise for identification and steps to control them through a well-defined procedure.

DIRECTORS’ RESPONSIBILITY STATEMENT:

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

a. in the preparation of the annual accounts, the applicable accounting standards have 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 have 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 have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

SUBSIDIARIES AND ASSOCIATE COMPANIES:

The Company has 5 (five) Subsidiary Companies. During the year, the Board of Directors (‘the Board''), reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure II to the Board''s report. The statement also provides the details of performance, financial positions of each of the subsidiaries.

The Company does not have any Joint Venture.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on the Company''s website www.mnclgroup. com. These documents will also be available for inspection at the registered office of the Company and of the subsidiary companies during business hours on all working days and during the Annual General Meeting.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, guarantee or investment under Section 186 of the Companies Act, 2013 forms part of Notes to the Financial Statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Policy Transactions entered during the year were in Ordinary Course of the Business and on Arm''s Length basis. No Material Related Party Transactions, entered during the year by your Company as per Section 188 of the Companies Act, 2013 which require approval of the member. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company''s operations in future.

CORPORATE SOCIAL RESPONSIBILITY:

Due to insufficient profits, Corporate Social Responsibility is not applicable to the Company.

STATUTORY AUDITORS:

At the 22^nd Annual General Meeting of the Company held on 30^th September, 2015, M/s. Parekh Shah and Lodha, Chartered Accountants, Mumbai (having FRN: 107487W), were appointed as Statutory Auditors of the Company to hold office up to the conclusion of 26^th Annual General Meeting. In terms of Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting of the Company. Accordingly, the appointment of M/s. Parekh Shah and Lodha, Chartered Accountants, Mumbai (having FRN: 107487W), as Statutory Auditors of the Company, is placed for ratification by the shareholders and to fix remuneration for the financial year ending 31^st March, 2017.

The Auditor''s Report for the year ended 31^st March, 2016 does not contain any qualification, reservation or adverse remark. The Auditor''s Report is enclosed with Financial Statements in this Annual Report.

INTERNAL AUDITOR:

The Company has re-appointed M/s. Nautam Vakil & Co., Chartered Accountants, Ahmadabad as its Internal Auditor. The Internal Auditor has given his reports on quarterly basis to the Audit Committee.

Based on the report of internal audit, management undertakes corrective action in the respective areas and strengthens the levels of Internal Financial and other operational controls.

INTERNAL FINANCIAL CONTROL:

The Board has adopted policies and procedures for efficient conduct of business. The Audit Committee evaluates the efficacy and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and strives to maintain the Standard in Internal Financial Control.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report received from M/s. VKM & Associates, Practicing Company Secretaries, Mumbai is provided in Annexure III and forms part of this Annual report.

Secretarial Auditor’s Remarks:

With respect to the Remark(s)/Observations or disclaimer made by the Secretarial Auditors in their Report, we hereby state that the charges appearing on the MCA''s Website with respect to loan taken from HDFC Bank Limited, State Bank of Saurashtra and Corporation Bank have already been satisfied by the Company. However, the company is in process of obtaining the requisite letter from bank for satisfaction.

STOCK EXCHANGE:

The Equity Shares of the Company are listed at BSE Limited. The Company has paid the Annual listing fees for the year 2016-2017 to the said Stock Exchange.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Corporate Governance is about maximizing shareholders value legally, ethically and sustainability. At Monarch Net worth, the goal of Corporate Governance is to ensure fairness for every stakeholder. We believe Corporate Governance is critical to enhance and retain investor trust. Our Board exercises its judiciary responsibilities in the widest sense of the term. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

The following have been made a part of the Annual Report:

- Management Discussion and Analysis

- Report on Corporate Governance

- Certificate regarding compliance of conditions of Corporate Governance.

- Certificate regarding CEO/CFO Certification in terms of the Regulation 17 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and 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 the Rules there under. There was no complaint on sexual harassment during the year under review.

PARTICULARS OF REMUNERATION:

Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of the ratio of remuneration of each Director to the median employee''s remuneration are appended to this report as Annexure IV.

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PARTICULARS OF CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies act, 2013 read with Rule 8 of the Companies (accounts) rules, 2014, details regarding the

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo for the year under review are as follows:

A. Conservation of Energy

a. Steps taken or impact on conservation of energy - The Operations of the Company do not consume energy intensively. However, the Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

c. The capital investment on energy conservation equipment - Nil

B. Technology Absorption

a. The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b. The benefits derived like product improvement, cost reduction, product development or import substitution- Not Applicable

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

d. The expenditure incurred on Research and Development - Not Applicable

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

(Figures in '')

Particulars	Year ended 31st March, 2016	Year ended 31st March, 2015
Foreign exchange earning	10,841	Nil
Foreign exchange Outgo	Nil	Nil

ACKNOWLEDGEMENT:

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

For and on behalf of the Board of Directors

Place: Mumbai Vaibhav Shah Manju Bafna

Date: 03rd September, 2016 Chairman cum Managing Director Whole-Time Director

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Mar 31, 2015

Dear Members,

The Directors present the 22nd Annual Report together with Financial Statements of the Company for the financial year ended 31st March 2015. FINANCIAL HIGHLIGHTS: ( Rs. in Lacs)

Particulars Year ended 31st Year ended 31st March 2015 March 2014

Total Revenue (net) 5340. 32 3663.73

Profit before Finance Cost, Depreciation & 1327.82 845.25

Amortization expenses and Tax

Finance Cost 555.30 565.43

Depreciation and Amortization expenses 331.15 304.66

Profit/(Loss) before exceptional items and tax 441.36 (24.84)

Add: Exceptional/Extraordinary Items and Prior Period Adjustments (2.44) (180.02)

Profit/(Loss) before tax 443.81 (204.85)

Less: Provision for tax 158.50 (138.36)

Profit / (Loss) after tax 285.31 (66.49)

FINANCIAL PERFORMANCE:

The total income of the Company for the year under review stood at ' 5340.32 Lacs (previous year Rs. 3663.73 Lacs). During the year the Company earned net profit of Rs. 285.31 Lacs (previous year loss of Rs. 66.49 Lacs).

LISTING OF SHARES:

The Board of Directors at its meeting held on 27th October, 2014 allotted 1,90,80,000 equity shares of Rs. 10/- each, pursuant to the sanction of Scheme of Amalgamation of Monarch Research and Brokerage Private Limited (MRBPL) and Monarch Projects and Finmarkets Limited (MPFL) with the Company by the Hon'ble High Court of Gujarat and Hon'ble High Court of Judicature at Bombay. The shares are in process of listing on Stock Exchange.

DIVIDEND:

In order to conserve the resources for future business requirements, your Directors do not recommend dividend for the year under review.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure - I

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Vaibhav Shah, Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The Board of Directors of the Company appointed Mrs. Manju Bafna as an Additional (Executive) Director and Mr. Chetan Bohra as an Additional (Independent) Director of the Company for a period of three years and five years respectively w.e.f. 13th February, 2015, subject to approval of shareholders at the ensuing Annual General Meeting. The Company has received a notice along with requisite deposit from each of them under Section 160 of Companies Act, 2013 proposing their candidature for the office of Director of the Company.

Your Board recommends their appointment / re-appointment of the above Directors.

During the year under review, the following changes had taken place in the Board of Directors of the Company:

Sr. Name Designation Date of Appointment No. (During the year)

1. Mr. Vaibhav Shah Managing 1st December, 2014 Director

2. Mr. Mayukh Pandya Independent 1st December, 2014 Director

3. Mr. Shailesh Desai Independent 1st December, 2014 Director

4. Mrs. Manju Bafna Executive 13th February, 2015 Director

5. Mr. Chetan Bohra Independent 13th February, 2015 Director

6. Mr. Randhir Singh Executive 23rd June, 2014 Sisodiya Director

7. Mr. Praveen Toshniwal Independent NA Director

8. Mr. Sanjay Motta Independent NA Director

9. Mr. Mohit Agrawal Independent NA Director

10. Mr. Manish Ajmera Executive & CFO NA Director

Sr. Name Date of Resignation No.

1. Mr. Vaibhav Shah NA

2. Mr. Mayukh Pandya NA

3. Mr. Shailesh Desai NA

4. Mrs. Manju Bafna NA

5. Mr. Chetan Bohra NA

6. Mr. Randhir Singh w.e.f. closing hours of 1st December, Sisodiya 2014

7. Mr. Praveen Toshniwal w.e.f. closing hours of 1st December, 2014

8. Mr. Sanjay Motta w.e.f. closing hours of 1st December, 2014

9. Mr. Mohit Agrawal w.e.f. closing hours of 1st December, 2014

10. Mr. Manish Ajmera w.e.f. closing hours of 23rd June, 2014

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the Stock Exchange.

Brief resume of the Directors proposed to be appointed/re-appointed as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchange are given in the Notice convening 22nd Annual General Meeting.

In accordance with the provisions of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Ashok Bafna was appointed as Chief Financial Officer of the Company w.e.f. 13th February, 2015.

During the year under review, Ms. Dipti Vira resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f. 10th January, 2015. In accordance with the provisions of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Sophia Jain was appointed as Company Secretary & Compliance Officer w.e.f. 27th January, 2015.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company and business strategies. The notice of Board meeting is given well in advance to all the Directors of the Company. Usually, meetings of the Board are held in the registered office of the Company. The agenda of the Board / Committee meetings is circulated 7 (Seven) days prior to the date of the meeting.

The Board met 11 (eleven) times during the year, the details of which are given in the Report on Corporate Governance. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013 states that the perfor- mance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria.

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

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

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

iv. Providing perspectives and feedback going beyond information provided by the management.

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

COMMITTEES OF THE BOARD:

There are currently three Committees of the Board, as follows:

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance and forms part of this Annual Report.

AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The composition of the Audit Committee is given in Report on Corporate Governance as required under Clause 49 of the Listing Agreement, which is annexed to this report.

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also supervises the Company's internal control and financial reporting process.

WHISTLE BLOWER POLICY:

The Company has adopted a Vigil mechanism / Whistle blower Policy to deal with instance of fraud and mismanagement, if any The Company had established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil mechanism Policy is explained in the report of Corporate Governance and also posted on the website of the Company. We affirm that during the financial year 2014-15, no employee or director was denied access to the Audit Committee.

REMUNERATION POLICY:

Pursuant to provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement and on the recommendation of the Nomination and Remuneration Committee, the Board has adopted a Policy on criteria for appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The salient features of the Remuneration Policy are stated in the Report on Corporate Governance which forms part of this Annual Report.

RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy to identify the risk, analyse and to undertake risk mitigation actions. The Board of Directors regularly undertakes the detailed exercise for identification and steps to control them through a well-defined procedure.

DIRECTORS’ RESPONSIBILITY STATEMENT:

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

a. in the preparation of the annual accounts, the applicable accounting standards have 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 have 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 have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were ad- equate and operating effectively.

SUBSIDIARIES AND ASSOCIATE COMPANIES:

The Company has 5 (five) Subsidiary Companies. During the year, the Board of Directors (‘the Board'), reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure II to the Board’s report. The statement also provides the details of performance, financial positions of each of the subsidiaries.

The Company does not have any Joint Venture. During the year under review, Monarch Insurance Broking Private Limited, subsidiary of erstwhile Monarch Project and Finmarkets Limited has become subsidiary of the Company pursuant to sanction of Scheme of Amalgamation. Further, during the year under review, Networth Softtech Limited (NSL) has become associate company.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on the Company's website www.networthdirect.com. These documents will also be available for inspection at the registered office of the Company and of the subsidiary companies during business hours on all working days and during the Annual General Meeting.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, guarantee or investment under Section 186 of the Companies Act, 2013 and information required under clause 32 of Listing Agreement form part of Notes to the Financial Statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions entered during the year were in the Ordinary Course of Business and on Arm's Length basis. No Material Related Party Transactions, entered during the year by your Company as per Section 188 of the Companies Act, 2013 which require approval of the member. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company’s operations in future.

STATUTORY AUDITORS:

M/s. Yogesh Thakker & Co., Chartered Accountants, Mumbai (Firm Regn. No. 111763W), submitted their resignation as Statutory Auditors of the Company on 26th June 2015. To fill the casual vacancy, the Board at its meeting held on 18th July, 2015 approved the appointment of M/s. Parekh Shah and Lodha, Chartered Accountants (Firm Regn. No. 107487W) as Statutory Auditors, subject to the approval of shareholders at the ensuing Annual General Meeting. M/s. Parekh Shah and Lodha has confirmed their eligibility and willingness to act as Statutory Auditors, if appointed, and the necessary certificate pursuant to Section 139(1) of the Companies Act, 2013 and rules made thereunder has been received from them.

Pursuant to Section 139(8) of the Companies Act, 2013, M/s. Parekh Shah and Lodha shall hold office till the conclusion of the ensuing Annual General Meeting.

In terms of the provisions of the Companies Act, 2013, any appointment of the Statutory Auditors in the casual vacancy arising as a result of resignation of an auditor, has to be approved by the Company at a general meeting within 3 months from the date of recommendation of the Board of Directors of the Company and the said office shall be held till the conclusion of the next Annual General Meeting. Hence, the Board of Directors proposes/recommends the appointment of M/s. Parekh Shah and Lodha, Chartered Accountants, as the Statutory Auditors of the Company to hold office till the conclusion of ensuing Meeting, subject to the approval of the members.

In furtherance, it is hereby recommended to appoint M/s. Parekh Shah and Lodha, Chartered Accountants, Mumbai to hold office from the conclusion of 22nd Annual General Meeting till the conclusion of 26th Annual General Meeting to be held for the financial year ending 31st March, 2019 and to audit financial accounts of the Company for the financial years from 2015-16 to 2018-19.

AUDITORS’ REMARKS:

With respect to remark/ Observations or disclaimer made by the Auditors in their Report, we hereby state as under:

1. In connection to point no. 7 of Standalone and Consolidated Financial Statements for tax liability- There has been change in final tax liability in comparison to the provision made for income tax, but erroneously the benefit of carried forward losses or unabsorbed depreciation (whichever is less) on account of Amalgamation was not considered while finalizing the Accounts.

2. In connection point no. 9 and 10 related to Emphasis of Matter in Consolidated Financial Statements regarding going concern status and audit of the subsidiary and associate companies- The same are self explanatory

INTERNAL AUDITOR:

The Company has re- appointed M/s. Nautam Vakil & Co., Chartered Accountants, Ahmedabad as its Internal Auditor. The Internal Auditor has given his reports on quarterly basis to the Audit Committee.

Based on the report of internal audit, management undertakes corrective action in the respective areas and strengthens the levels of Internal Financial and other operational controls.

INTERNAL FINANCIAL CONTROL:

The Board has adopted policies and procedures for efficient conduct of business. The Audit Committee evaluates the efficacy and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and strives to maintain the Standard in Internal Financial Control.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report received from M/s. Manish Ghia & Associates, Practising Company Secretaries, Mumbai is provided in Annexure III and forms part of this Annual report.

STOCK EXCHANGE:

The Equity Shares of the Company are listed at BSE Limited. The Company has paid the Annual listing fees for the year 2015-16 to the said Stock Exchange.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to the provisions of Clause 49 of the Listing Agreement entered into with the BSE Limited, the following have been made a part of the Annual Report:

• Management Discussion and Analysis

• Report on Corporate Governance

• Certificate regarding compliance of conditions of Corporate Governance

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and 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 the Rules thereunder. There was no complaint on sexual harassment during the year under review.

PARTICULARS OF REMUNERATION:

Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel Rules, 2014, details of the ratio of remuneration of each Director to the median employee’s remuneration are appended to this report as Annexure IV.

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PARTICULARS OF CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

A. Conservation of Energy

a. Steps taken or impact on conservation of energy - The Operations of the Company do not consume energy intensively. However, the Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

c. The capital investment on energy conservation equipment - Nil

B. TECHNOLOGY ABSORPTION

a. The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b. The benefits derived like product improvement, cost reduction, product development or import substitution- Not Applicable

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

d. The expenditure incurred on Research and Development - Not Applicable

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

(Rs. in Lacs)

Particulars Year ended 31st Year ended 31st March 2015 March 2014

Foreign exchange earning Nil 0.10

Foreign exchange Outgo Nil Nil

ACKNOWLEDGEMENT:

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

For and on behalf of the Board of Directors

Place: Mumbai Date: 14thAugust, 2015

Vaibhav Shah Manju Bafna Managing Director Executive Director

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Mar 31, 2014

Dear Members,

The Directors present the 21st Annual Report together with Financial Statements of the Company for the financial year ended 31st March 2014.

SCHEME OF AMALGAMATION:

The Board of Directors of your Company at its meeting held on 9th April, 2011 had approved the Scheme of Amalgamation (the Scheme) under Section 391 to 394 read with Section 78 and Section 100 to 103 of the Companies Act, 1956 of Monarch Research and Brokerage Private Limited (''MRBPL'') and Monarch Project and Fimarkets Limited (''MPFL'') with the Company with effect from appointed date 1st April, 2010. The same was approved by the shareholders of the Company at the Court Convened Meeting held on 9th April, 2012.

Pursuant to the said Scheme of Amalgamation as approved by the Hon''ble High Court of Gujarat vide its order dated 3rd May, 2013 and by the Hon''ble High Court of Bombay vide its order dated 7th August, 2014, MRBPL and MPFL have been amalgamated with your Company and all assets and liabilities are transferred to and vested in the Company with effect from appointed date i.e. 1st April, 2010.

The certified copies of the said orders have been filed with the Registrar of Companies, Gujarat and Maharashtra, Mumbai on 25th July, 2013 and 15th October, 2014 respectively. Accordingly, the Scheme has become effective with effect from 15th October, 2014, being the later of the date on which the certified copy of the High Court orders sanctioning the Scheme are filed with the Registrar of Companies, Maharashtra, Mumbai.

According to clause 11 of the Scheme of Amalgamation, the Authorized Share Capital of the Company post amalgamation has been increased from Rs. 17,50,00,000/- (Rupees Seventeen Crores Fifty Lacs) divided into 1,25,00,000 (One Crore Twenty Five Lacs) Equity shares of Rs. 10/- (Rupees Ten only) each and 5,00,000 (Five Lacs) 6% Cumulative Redeemable Preference Shares of Rs. 100/-(Rupees Hundred only) to Rs. 41,50,00,000/- (Rupees Forty One Crores Fifty Lacs only), divided into 3,05,00,000 (Three Crores Five Lacs only) Equity shares of Rs. 10 (Rupees Ten) each and 5,00,000 (Five Lacs only) 6% Cumulative Redeemable Preference Shares of Rs. 100/- (Rupees Hundred only) and 60,00,000 (Sixty Lacs) Preference Shares of Rs. 10/- (Rupees Ten Only) each.

Pursuant to the said Scheme, the Board of Directors of the Company at its meeting held on 27th October, 2014 has issued and allotted 1,90,80,000 Equity shares of Rs. 10/- each to the shareholders of transferor companies in the following ratio:

* In case of MRBPL, in the ratio of 100 (One Hundred) equity share of face value of Rs. 10/- (Rupees Ten Only) each fully paid up in the Transferee Company for every 100 (one Hundred) Equity Share of the face value of Rs. 10/- (Rupees Ten only) each fully paid up in MRBPL.

* In case of MPFL in the ratio of 201 (Two Hundred and One) equity share of face value of Rs. 10/- (Rupees Ten Only) each fully paid up in the Transferee Company for every 100 (One Hundred )Equity Share of the face value of Rs. 10/- (Rupees Ten Only) each fully paid up in the MPFL.

Consequent to the said allotment, the paid-up share capital of the Company has increased from Rs. 11,23,16,000/- to Rs. 30,31,16,000/-.

FINANCIAL HIGHLIGHTS:

The financial highlights after giving effect of the amalgamation, as aforesaid, are as follows:

(Rs. in Lacs)

Particulars Year ended on Year ended on 31/03/2014 31/03/2013

Total Revenue 3663.73 2067.81

Profit/(Loss) before Finance Cost, Depreciation & Amortization expenses and Tax 845.25 348.12

Less: Finance Cost 565.43 154.77

Depreciation and Amortization expenses 304.66 161.29

Profit/(Loss) before exceptional/Extraordinary items and Tax (24.84) 32.06

Add: Exceptional/Extraordinary items and prior period adjustments (180.02) (2.98)

Profit/(Loss) before Tax (204.85) 29.08

Less: Tax Expense (138.36) (48.84)

Profit/(Loss) after Tax (66.49) 77.92

The figures for the year ended March 31, 2014 are not comparable with the figures of the previous year which were prepared on standalone basis.

FINANCIAL PERFORMANCE:

The total income of the Company after giving effect of the amalgamation for the year under review stood at Rs. 3663.73 Lacs (previous year Rs. 2067.81 Lacs). During the year the Company incurred net loss of Rs. 66.49 Lacs (previous year profit of Rs. 77.92 Lacs).

DIVIDEND:

In view of loss during the year, your Directors do not recommend any dividend for the year under review.

DIRECTORS:

Mr. Vaibhav Shah was appointed as an Additional and also Managing Director of the Company for a period of 1 (One) year w.e.f. 1st December, 2014, subject to approval of the shareholders of the Company. He holds office upto the date of ensuing Annual General Meeting.

Mr. Mayukh Pandya and Mr. Shailesh Desai were appointed as Additional (Independent) Directors of the Company for a period of 5 years w.e.f. 1st December 2014, subject to approval of the shareholders of the Company. In terms of provisions of Section 161 of the Companies Act, 2013, Mr. Mayukh Pandya and Mr. Shailesh Desai hold office as such up to the date of ensuing Annual General Meeting of the Company.

The Company has received notices from Mr. Vaibhav Shah, Mr. Mayukh Pandya and Mr. Shailesh Desai under Section 160 of the Companies Act, 2013 together with necessary deposit offering themselves for appointment as Directors of the Company. The Company has received declarations from Mr. Mayukh Pandya and Mr. Shailesh Desai confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the Stock Exchange. Your Board recommends for their appointment as Directors of the Company.

In accordance with the provision of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and the Articles of Association of the Company, Mr. Suresh P. Jain, Chairman of the Company, retires by rotation and being eligible, offers himself for re-appointment.

During the period:

1. Mr. Manish Ajmera, Executive Director & Chief Financial Officer (CFO) of the Company resigned from the Directorship of the Company w.e.f. closing hours of 23rd June, 2014.

2. Mr. Randhir Singh Sisodiya was appointed as Additional (Executive) Director of the Company w.e.f 23rd June, 2014 for a period of 1(One) year. Mr. Randhir Singh Sisodiya, Executive Director, Mr. Praveen Toshniwal and Mr. Sanjay Motta, Independent Directors of the Company resigned from Directorships of the Company w.e.f. closing hours of 1st December, 2014. The Board places on record its appreciation for their valuable contribution made during their tenure as Directors of the Company.

Brief resume of the Directors proposed to be appointed/re-appointed as stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchange are given in the Notice convening 21st Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby confirms that:

(i) The applicable Accounting Standards have been followed and proper explanations relating to material departures have been given wherever necessary;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reason- able 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 ended 31st March, 2014 and of the loss of the Company for the year ended on that date.

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The Directors have prepared the Annual Accounts on a ''Going Concern'' basis.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

Consequent to the merger of MRBPL and MPFL with the Company, MPFL''s subsidiary company viz. Monarch Insurance Broking Private Limited has become subsidiary of the Company. Accordingly, the Company had 5 subsidiaries as on March 31, 2014, namely:

1. Networth Commodities & Investments Limited (NCIL),

2. Networth Wealth Solutions Limited (NWSL),

3. Networth Insurance Broking Private Limited (NIBPL)

4. Ravisha Financial Services Private Limited (RFSL) and

5. Monarch Insurance Broking Private Limited (MIBPL)

During the period under review, Networth Softech Limited (NSL) ceased to be subsidiary of the Company upon allotment of new shares by the NSL to others.

The Ministry of Corporate Affairs (MCA) vide General Circular No.2/2011 No. 51/12/2007-CL-III dated 8th February 2011 read with General Circular No.3/2011 No. 5/12/2007-CL-III dated 21st February 2011 has granted a general exemption from attaching the Balance Sheet of subsidiary compa- nies with holding company''s Balance Sheet, if the holding Company presents in its Annual Report Consolidated Financial Statements duly audited by its Statutory Auditors. The Company is publishing Consolidated Financial Statements in the Annual Report and accordingly the Company is not attaching the Balance Sheets of the subsidiary companies with its Balance Sheet. Further, as required under the said circular, a statement of financial information of the subsidiary companies viz. Networth Commodities & Investments Limited (NCIL), Networth Wealth Solutions Limited (NWSL), Networth Insurance Broking Private Limited (NIBPL), Ravisha Financial Services Private Limited (RFSL) and Monarch Insurance Broking Private Limited (MIBPL) is given in Annexure attached to this report.

The Annual Accounts of the above referred subsidiary companies shall be made available to the shareholders of the Company on request and will also be kept open for inspection at the Registered Office of the Company and of the subsidiary companies during the office hours on all working days and during the Annual General Meeting.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted or renewed any public deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956.

STATUTORY AUDITORS:

M/s. Dileep and Prithvi, Chartered Accountants (having FRN: 122290W), Mumbai, the Statutory Auditors of your Company hold office as such upto the conclusion of the ensuing Annual General Meeting and have expressed their unwillingness to continue to act as the Statutory Auditors of the Company.

The Company has received a special notice as required under Section 140 of the Companies Act 2013, proposing the appointment of M/s. Yogesh Thakker & Co., Chartered Accountants, Mumbai (FRN: 111763W) as Statutory Auditors of the Company. The Company has received a letter from M/s. Yogesh Thakker & Co., Chartered Accountants confirming their willingness to act as Statutory Auditors of the Company, if appointed. The Company has also received a certificate from them to the effect that their appointment, if made, would be in compliance with the conditions as prescribed under Section 139 of the Companies Act, 2013 and they satisfy the criteria as provided under Section 141 of the Act.

Your Directors recommend the appointment of M/s. Yogesh Thakker & Co., Chartered Accountants, Mumbai as Statutory Auditors of the Company to hold office from the conclusion of the 21st Annual General Meeting upto the conclusion of 26th Annual General Meeting of the Company and to audit financial statements for the financial years from 2014-15 to 2018-19.

AUDITORS'' REMARKS:

The Auditors remarks on the Emphasis of Matter on event occurring after the Balance Sheet date given in Auditors'' Report and remarks at paragraph 9 (a) (i) of the Annexure to Auditors'' Report are self-explanatory and do not require further comments.

STOCK EXCHANGE:

The Equity Shares of the Company are listed at BSE Limited. The Company has paid the Annual listing fees for the year 2014-15 to the said Stock Exchange.

CORPORATE GOVERNANCE:

As required under Clause 49 of the Listing Agreement entered into with BSE Limited, Management Discussion and Analysis Report and Corporate Governance Report are annexed herewith and form part of this Report.

DEPOSITORY SYSTEM:

As the Members are aware, your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail the facility of dematerialization of the Company''s shares on either of the Depositories as aforesaid.

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

The Company has constituted an Internal Compliant Committee under Section 4 of the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaint was made before the Committee.

PARTICULARS OF EMPLOYEES:

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules, 1975, as amended, hence no such particulars are furnished.

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

A) Conservation of Energy

Considering the nature of business activities carried out by the Company, your directors have nothing to report with regard to conservation of energy as required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

B) Technology absorption, research and development

The management keeps itself abreast of the technological advancements in the industry and has adopted the state of the art transaction, billing and accounting systems and also risk management solutions.

ACKNOWLEDGEMENT:

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

For and on behalf of the Board of Directors

Place: Mumbai Date: 1st December, 2014 Suresh P. Jain Chairman

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Mar 31, 2013

Dear Members,

The Directors present the 20th Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31st March 2013.

Financial Highlights

(Rs.in lacs) Particulars For the Year ended For the Year ended 31st March, 2013 31st March, 2012

Total revenue 2067.81 2145.75

Profit/ (Loss) before Depreciation & Amortization expenses, Finance Cost and Tax 348.12 (313.03)

Less: Depreciation and Amortization expenses 161.29 162.33

Less: Finance Cost 154.77 100.82

Profit/(Loss) before exceptional and extraordinary items and tax 32.06 (576.18)

Less: Exceptional/Extra Ordinary Items and Prior Period Adjustments 2.98 8.07

Profit /(Loss) before tax 29.08 (584.25)

Less: Tax Expense (48.84) (299.23)

Profit/(Loss) after tax 77.92 (285.02)

Balance of Profit/(Loss) as per last Balance Sheet (2289.68) (2004.66)

Balance of Profit/(Loss) carried to Balance Sheet (2211.76) (2289.68)

Financial Performance

During the financial year under review, the gross income of the Company was ? 2067.81 Lacs as compared to ? 2145.75 Lacs in the previous financial year. The profit after tax was ? 77.92 Lacs during the financial year under review, as against the loss incurred of? 285.02 Lacs in the previous year.

Dividend

In view of accumulated losses and to conserve the resources for future business requirements, your Directors do not recommend any dividend for the year under review.

Directors

In accordance with the provision of Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Sanjay Motta, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Board recommends for his re-appointment.

Mr. Manish Ajmera was re-appointed as Executive Director of the Company for further period of lyear w.e.f. 12th December, 2012 and subsequently for further period of 1 year w.e.f 12th December, 2013, subject to the approval of members and other authorities, if any.

Your Board recommends for his re-appointment.

Directors'' Responsibility Statement

Pursuant to the requirements under Section 217 (2AA) of the Companies Act 1956, your Directors hereby state and confirm that:

i) in the preparation of the Annual Accounts for the year ended 31s'' March, 2013, the applicable accounting standards have been followed and no material departures, if any, have been made from the same;

ii) 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 as at 31st March, 2013 and of the profit of the Company for the year ended on that date; iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the annual accounts for the financial year ended 31s'' March, 2013 on a "going concern" basis.

Subsidiary Companies and Consolidated Financial Statements

The Ministry of Corporate Affairs (MCA) vide General Circular No.2/2011 No. 51/12/2007-CL-lll dated 8* February 2011 read with General Circular No.3/2011 No. 5/12/2007-CL-lll dated 21st February 2011 has granted a general exemption from attaching the Balance Sheet of Subsidiary Companies with holding Company''s Balance Sheet, if the holding Company presents in its Annual Report Consolidated Financial Statements duly audited by its Statutory Auditors. The Company is publishing Consolidated Financial Statements in the Annual Report and accordingly the Company is not attaching the Balance Sheets of the Subsidiary Companies with its Balance Sheet. Further, as required under the said circular, a statement of financial information of the Subsidiary Companies viz. Networth Commodities & Investments Limited (NCIL), Networth Wealth Solutions Limited (NWSL), Networth SoftTech Limited (NSL), Networth Insurance Broking Private Limited (NIBPL) and Ravisha Financial Services Private Limited (RFSL) is given in Annexure attached to this report.

The Annual Accounts of the above referred Subsidiary Companies shall be made available to the shareholders of the Company on request and will also be kept open for inspection at the registered office of the Company and of the Subsidiary Companies during the office hours on all working days and during the Annual General Meeting.

Public Deposits

Your Company has neither accepted nor renewed any deposit within the meaning of Section 58Aand 58AAof the Companies Act, 1956 and rules made thereunder during the year ended 31st March, 2013. Statutory Auditors

M/s. Oileep and Prithvi, Chartered Accountants (having FRN: 122290W), Mumbai, the Statutory Auditors of the Company hold the office upto the conclusion of the ensuing Annual General Meeting and being eligible, have offered for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be in conformity with the limits prescribed under Section 224 (IB) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act. The Board recommends their re-appointment. i

Auditors'' Remarks

1. Auditors'' remarks at Paragraph 9 (a) (i) of the Annexure to their Report is self explanatory. With respect to Auditor''s remark made at Paragraph 9 (a) (ii) and 9(b) of the Annexure to their report, your directors would like to state that the Company is in process of making the payment of unpaid dividend to Investor Education and Protection Fund.

2. With respect to the Auditors'' remarks at Paragraph 10 of the Annexure to their report, your directors would like to state that due to unforeseen market conditions and other factors, the Company had incurred cash losses, however, the Company expects a recovery of losses in the near future and accordingly the accounts are prepared on a "Going Concern" basis.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, Reports on Management Discussion and Analysis and Corporate Governance along with a

Certificate of Compliance thereof from the Statutory Auditors are attached and form part of this Report.

Audit Committee

Pursuant to the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement entered into with the BSE Ltd., the Company has constituted an Audit Committee comprising of Mr. Mohit Agrawal, Mr. Praveen Toshniwal, Mr. S. P. Jain, and Mr. Sanjay Motta.

Mr. Mohit Agrawal is the Chairman of the Committee.

Depository System

As the Members are aware, your Company''s share are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories, i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail the facility of dematerialisation of the Company''s shares on either of the Depositories as aforesaid.

Particulars of Employees

During the year under review, no employees was in receipt of remuneration exceeding the limits as prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975, as amended, hence no such particulars are furnished.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange earnings and Outgo

(A) Conservation of Energy

Considering the nature of business activities carried out by the Company, your directors have nothing to report with regard to conservation of energy as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

(B) Technology absorption, research and development

The management keeps itself abreast of the technological advancements in the industry and has adopted the state of the art transaction, billing and accounting systems and also risk management solutions.

(C) Foreign Exchange Earnings and Outgo

a) The foreign exchange earnings - ? 0.63 Lacs (previous year Nil).

b) The foreign exchange expenditure - Nil (previous year Nil). Scheme of Amalgamation

The Board of Directors of your Company at its meeting held on 9th April, 2011 has approved the Scheme of Amalgamation (the Scheme) under Section 391 to 394 read with Section 78 of the Companies Act, 1956 of Monarch Research and Brokerage Private Limited (''MRBPL'') and Monarch Project and Finmarkets Limited (''MPFL'') with the Company with effect from appointed date i.e. 1st April, 2010. The same is also approved by the shareholders of the Company at the Court Convened Meeting held on 9th April, 2012.

Networth Stock Broking Limited (NSBL) and MPFL has filed petition on 30th April, 2012 with the Hon''ble High Court of Bombay and MRBPL on 27th June, 2012 with the Hon''ble High Court of Gujarat at Ahmedabad and the same has been admitted by the respective High Courts.

Further, MRBPL has received the sanction of the Hon''ble High Court of Gujarat on 3rd May, 2013, the certified copy of the said order has been filed with Registrar of Companies (RoC), Gujarat.

Further, the Company has received No Objection / Prior Approval from BSE, NSE, NSDL, CDSL, USE and SEBI - Portfolio Management Services (PMS) except from SEBI, MCX-SX and SEBI - Merchant Bankers'' Section for the said Scheme of Amalgamation.

The petition of NSBL and MPFL is pending for final disposal with Hon''ble High Court of Bombay.

Acknowledgement

Your Directors would take this opportunity to express their sincere appreciation for the co-operation and assistance received from the shareholders, Company''s clients, suppliers, bankers and other authorities during the year under review. Your Directors also wish to place on record their appreciation for the services rendered by all the employees of your Company.

For and on behalf of the Board of Directors

Place: Mumbai Manish AJmera Suresh P-Jain

Date : 13th November, 2013 Executive Director & CFO Chairman

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Mar 31, 2010

The Directors present herewith their Report and Statement of Accountsfor the financial year ended March 31,2010.

1. Financial Highlights

(Rs. in Lacs) Year Ended Year Ended 31.03.2010 31.03.2009

Total Earnings 4731.95 3859.27

Earnings before depreciation, tax, amortization (654.04) (1114.56)

Less: Depreciation 214.49 215.40

Profit/(Loss) before Tax (868.53) (1329.96)

Tax: Current

Deferred (30.33) (26.67)

Wealth Tax - 0.55

Fringe Benefit(Net of recovery on ESOP) - 12.31

Profit/(Loss) after Tax (PAT) (838.20) (1316.15)

Extra Ordinary Item

Prior Period Adjustments (3.47) (2.23)

Profit/(Loss) after prior period adjustments (841.67) (1318.37)

Profit/(Loss) b/f from previous year (937.82) 380.56

Profit/(Loss) Available for Appropriation (1779.49) (937.82)

Amount transferred from General Reserve 78.58 --

Balance carried to Balance Sheet (1700.91) (937.82)

2. Financial Performance

During the current year, the gross income of the Company was Rs. 4731.95 Lacs as compared to Rs. 3859.27 Lacs in the previous financial year. The Companyincurred loss of Rs.838.20LacsasagainstRs. 1316.15 Lacs in the previous year.

3. Dividend

In view of the losses suffered by the Company, your Directors do not recommend any dividend for the year under review.

4. Public Deposits

During the year under review, your Company has not accepted any deposits within the meaning of Section 58A and Section 58AA of the Companies Act,1956andrulesmadethereunder.

5. Directors

Mr. Prem Rajani has resigned from the directorship of the Company w.e.f. 7th September, 2009. The Board places on record its appreciation for the valuable contribution madeby Mr. Rajanitothedevelopmentand growth oftheCompanyduringhistenure.

In accordance with provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ajay Kayan and Mr. Suhas Bade Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. The Board of Directors are of the opinion that their continued association with the Company will be beneficial to the Company and recommends their re-appointment.

6. DirectorsResponsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act 1956, the Directors state that they have:

followed the applicable accounting standards consistently and that there are no material departures;

selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the loss of the Company for the year ended on that date;

taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, to safeguard the assets of the Company and prevent and detect fraud and other irregularities;

prepared the annual accounts on a going concern basis.

7. Particulars of Employees as required under Section 217(2A) of the Companies Act,1956

The particulars of employees as required under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 aregiven.

(A) Personnel who are in receipt of remuneration aggregating not less than Rs. 24,00,000/- per annum and employed throughout the year :

Sr. Name Age Designation Qualification Date of No. (Years) joining

1. Mr.J.Gopala krishnan 47 President & National BSc, ACA 5 August, 04 Head Sales

2. Mr. Satish Pasari 44 Sr. VP & Head- BE, MMS 10July,04 Institutional Business

3. Mr. Richeek Ganguly 47 Sr. VP & Regional Head B.Com, CA. AICWA 26 August, 05 East& North

4. Mr.Bishnupada Sahu 37 Vice President & BE, MBA 11 April, 08 Head Marketing





Name Experience Gross Previous Employment (Years) Remuneration (Rs. In Lacs)

Mr.J.Gopalakrishnan 21 24.00 Karvy Stock Broking Ltd.

Mr. Satish Pasari 16 24.00 Indiabulls Securities Ltd.

Mr. Richeek Ganguly 20 24.00 Karvy Stock Broking Ltd.

Mr.BishnupadaSahu 2 26.25 ING (OptiMix)

(B) Personnel who are in receipt of remuneration aggregating not less than Rs.2,00,000/-per month and employed for the part of th eyear:

Sr. Name Age Designation/ Qualification Date of No. (Years) Nature of Duties joining

1. Mr. Deepak Sawhney 37 Head Research B.Com, Risk 7 May, 08 Management and Technical Analysis, Boston, USA

2.Mr. Prakash Diwan 41 Head Institutional Sales MBA 9 October, 09 & Strategy



Name Experience Gross Remuneration Previous Employment (Years) (Rs. In Lacs)

Mr. Deepak Sawhney 2 12.00 Money Plant Advisory Services Pvt. Ltd.

Mr. Prakash Diwan 17 17.50 Asian Markets

Notes:

(i) The above remuneration includes salaries, commission, contribution to Provident Fund, if any and taxable value of perquisites.

(ii)The appointment is contractual as per the policy/rules of the Company.

(iii) Terms and conditions are as per the Appointment Letter given to the appointee from time to time.

(iv)All the employees have adequate experience to discharge the responsibilities assigned to them.

(v) None of the above employees holds shares as prescribed in Section 217(2A)(a)(iii) of the Act and none of them is related to any Director.

8. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange earnings and Outgo

(A) Conservation of Energy

Considering the nature of business activities carried out by the Company, your Directors have nothing to report with regard to conservation of energy as required under Companies Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

(B) Technology absorption, research and development

The management keeps itself abreast of the technological advancements in the industry and has adopted the state of the art transaction, billing and accounting systemsandalsoriskmanagement solutions.

(C) Foreign Exchange Earnings and Outgo

a)The foreign exchange earnings ofthe Company wasNil. b) The foreign exchange expenditure was Rs. 3.93 Lacs.

9. Subsidiary Companies and Consolidated Financial Statement

As on March31,2010 your Company has following five subsidiaries:

1. Networth Commodities & Investments Limited (formerly known as Networth Stock.Com Limited)

2. Networth Wealth Solutions Limited

3. Networth SoftTech Limited

4. Networth Insurance Broking Private Limited

5. Ravisha Financial Services Private Limited

A statement pursuant to Section 212(l)(e) ofthe Companies Act, 1956 is attached to this report.

In terms of approval granted by the Ministry of Corporate Affairs, Government of India vide letter no. 47/468/2010-CL-lll dated 17th May, 2010, under section 212(8) of the Companies Act, 1956, copies of the Balance Sheet, Profit & Loss Account, Reports of the Board of Directors and Auditors of the subsidiaries of the Company as of 31st March, 2010 have not been attached with the Balance Sheet of the Company. These documents will be made available for inspection to any Member of the Company at the registered office of the Company and that of the subsidiary companies and a copy of the same will be made available to the Members of the Company or subsidiary companies on receipt of a request from them. Further, the Company shall also put the details of accounts of individual subsidiary companies on its website. The summarized financial informationofthesubsidiary companies isincluded in this Annual Report.

As required under the Listing Agreement with the Bombay Stock Exchange Limited, a Consolidated Financial Statements of the Company and its subsidiary companiesare attached. PursuanttoAccountingStandardAS21 issued by Thelnstitute of Chartered Accountant oflndia, Consolidated FinancialStatementspreparedbytheCompanyincludethefinancialinformationofits subsidiaries.

10. Corporate governance

Pursuant to Clause 49 of the Listing Agreement, Reports on Management Discussion and Analysis and Corporate Governance alongwith a certificate of compliance of Clause 49 from the Auditors are attached hereto and form part of this Report.

11. Audit Committee

Pursuant to the provisions of section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement entered into with the Stock Exchange, the Company has constituted an Audit Committee comprising of three Directors of the Company. Mr. R. Sankaran is the Chairman of theCommittee.

12. StatutoryAuditors

The Auditors of the Company M/s. A. R. Sodha & Co., Chartered Accountants (Registration No. 110324W) hold the office till the conclusion of ensuing 17th Annual General meeting. The Company has received a letter from them to the effect that they are willing to continue as Auditors if re-appointed and that their re-appointment, if made will be in accordance with the provisions of section 224(1B) of the Companies Act, 1956. The Audit Committee and Board of Directors recommend the appointment of M/s A. R. Sodha & Co. Chartered Accountants, as the Auditors of the Company.

13. Directors Response to the Comments made by the Auditors in their Report:

The observation made bytheAuditors in theirreportisselfexplanatoryand do not call for any further explanation from the Directors.

14. Depository System

As the Members are aware, your Companys share are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories, i.e. National Securities Depository Limited and Central Depository Services (India) Limited. In view of the numerous advantages offered by the Depository system, members are requested to avail the facility of dematerialisation of the Companys shares on either oftheDepositoriesasaforesaid.

15. Acknowledgment

Your Directors take this opportunity to express their appreciation for the co-operation and assistance received from the shareholders, Companys clients, suppliers, bankers and other authorities during the year under review. Your Directors also wish to place on record their appreciation for the services rendered by all the employees of your Company.

For and on behalf of the Board of Directors

Place: Mumbai R. Sankaran

Date: May 28, 2010 Chairman