Market & News

To The Members

Your Directors have pleasure in presenting their 41ST Annual Report together with the Audited Accounts for they earned March 31,2025:

REVIEW OF BUSINESS OPERATIONS:

Your Company has made no sales for the year ending 31stMarch 2025and 31st March 2024. Further the Company has made loss of Rs.39,48,180 for the year ending 31st March2025 as againstRs.24,18,100 for the year ending 31st March 2024.

FUTURE PROSPECTS:

The Company will establish a unit to assemble power banks and battery packs as the overall sale of power banks has substantially gone up.

DIVIDEND:

The Board of Directors has decided not to recommend any dividend.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND :

The provisions of Section 125(2) of the companies Act, 2013 do not apply as there was no dividend declared and paid last year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN 31st MARCH 2025(THE END OF THE FINANCIAL YEAR) AND 30TH MAY 2025(THE DATE OF REPORT)

There were no material changes and commitments affecting the financial position of the company between 31st March 2025(the end of the financial year)and 30TH May 2025(the date of the report).

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNING AND OUT GO.

The detail so fconservation of energy, technology absorptionet casrequired to be given under sectionl34 (3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 are not applicable to the Company,as our Company has not carried out any manufacturing activities.

The foreign exchange earning son account of the operation of the Company during the year were Rs.NIL.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Risk Management Committee of the Company continuously monitors business and operations risk through an efficient risk management system.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable for the financial year 2024-25.

PARTICULARS OF LOANS.GUARANTEESOR INVESTMENTS UNDER SECTION 186:

The Company has not provided working capital loan, Guarantee or provided security. The details of investments made by the company are given in the notes to the financial statements.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT. PAYMENT OF REMUNERATION AND DISCHARE OF THEIR DUTIES:

The Company's Policy relating to appointment of Directors, payment of managerial remuneration, Director's qualifications, positive attributes independence of Directors and other related matters as provided under Section 178(3) of the Companies Act,2013 is furnished as Annexure 1 and is attached to this report.

EXTRACT OF ANNUAL RETURN

A copy of the annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013 ('the Act') in the prescribed form, which will be filed with Registrar of Companies /MCA, is hosted on the Company's website and can be accessed at www.munothcommunication.com

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in separate section forming part of the Annual Report as Annexure 2.

DIRECTOR'S RESPONSIBILITY STATEMENT:

As required in Clause (c) of Sub- Section (3) of Section 134 of the Companies Act, 2013, your Director confirms and 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 Director shads elected such accounting police sand 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 close of the financial year ended 31st March 2025 and of Profit and loss of the Company for the year ended 31st March 2025.

c) The Director shad taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Director shave 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.

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

As per SEBI Listing Regulations 2015, Audit Committee has reviewed the Director's Responsibility Statement.

DEPOSITS

The Company has not accepted any public deposit sand, as such, no amount on account of principal orinterestion public deposits was out standing as on the date of balance sheet.

DIRECTORS &KMP**:

Mr. Bharat Munoth, Mr.Lalchand Munoth retires by rotation at the forth coming Annual General Meeting and being eligible offers them selves for re-appointment.

Ms. Ranjani Padmanabhan, Additional Director of the Company is proposed to be regularized as Independent Woman Director for another period of 5 years.

Pursuantto Regulation36(3)of SEBl{Listing Obligation sand Disclosure Requirements) Regulations, 2015 asamended from time to time, the following are the details of the directors seeking appointment/re-appointment:

1. Briefresume of Mr.Bharat Munothand nature of his expertise in specific areas:

Mr. Bharat Munoth is retiring by rotation at this Annual General Meeting and being eligible offers himself for reappointment. Mr.BharatMunoth, aged 54 years(DOB:02/D3/1970) is acommerce graduate and hehasextensive knowledge and experience in the field offinanceand investments. He is the director of the companys incel992. Heis also the director of Munoth Financial Services Limited, Munoth Bio Science Limited, South India chemicals and Leasing Private Limited, Maharana Finance and Investments Private Limited and Shankeswar Finance and Investments Private Limited.As on March31,2025 his shareholding in the Company is 115150 shares and has no shares held by/for other persons on a beneficial basis.He has attended all the 4 board meeting sheld by the company. Disclosure of relationships between directors inter-se: Mr.Lalchand Munoth is the father of Mr.Bharat Munoth and Mr.Jaswant Munoth&Mr.Vikas Munoth are brothers of Mr.Bharat Munoth.

2. Brief resume of Mr. Lalchand Munoth and nature of his expertise in specific areas.

Mr. LalchandMunoth is retiring by rotation at his Annual General Meeting and being eligible offers himself for reappointment. Mr. LalchandMunoth, aged 87 years (DOB: 05/12/1938) holds a Bachelor degree in Arts from the Mysore University. He is a senior member of the board and a guiding figure for the Munoth Team. His stature in the industry and array of corporate relationships are valuable for the Company.

He is the architect behind several successful finance & investment companies and has vast experience in the finance field. He is the director of the Company since incorporation. He is also director of MisrimalNavajee Estates Private Limited, Munoth Industries Limited, Munoth Bioscience Limited, Munoth Financial Services Limited , South India Chemicals and Leasing Private Limited and Tamilnadu Educational and Medical Foundation. As on March 31, 2025, his shareholding in the Company is 125350 shares and has no shares held by/for other persons on a beneficial basis. He has attended all the 6 board meetings held by the company. Disclosure of relationships between directors inter-se: Mr. LalchandMunoth is the father of Mr. JaswantMunoth, Mr. Bharat Munoth and Mr. Vikas Munoth.

3. Brief resume of Ms.RanjaniPadmanabhan and nature of her expertise in specific areas.

Ms. Ranjani Padmanabhan (additional director) is regularized at this annual general meeting as Independent Director.Ms.RanjaniPadmanabhan aged 71 years (D0B:18/D1/1954) a seasoned professional with over 50 years of diverse experience across multiple sectors including banking, consumer products, truck finance, and financial services such as Issue Management and Portfolio Management Services.Graduated from Jodhpur University (1970-1973), and has since built a dynamic and robust career marked by leadership roles and significant contributions in both domestic and multinational organizations.

Throughout the professional journey, has been associated with reputed companies such as:

Kothari Group - contributing to strategic and financial operations.

Citibank-gaining deep insights into global banking practices and financial systems.

Johnson & Johnson - bringing operational excellence in the consumer and healthcare sectors.

Shriram Group - involved in key roles in truck finance and financial services.

Integrated Group companies - adding value through financial structuring and management expertise.

Demonstrated a consistent ability to adapt across industries, with a focus on driving performance, managing financial portfolios, and delivering long-term value.

DECLARATION OF INDEPENDENT DIRECTORS:

The independent Directors have confirmed and declared that they are not disqualified to act as an independent Director incompliance with the provisions of Sectionl49 of the Companies Act.,2013.

ADEQUACY OF INTERNAL CONTROL. FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate internal financial control swith reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

STATUTORYAUDITORS:

M/s. Kumbhat & Cocontinues to be the statutory auditors of the company till the Annual General Meeting in the year 2027.

SECRETARIAL AUDIT REPORT:

A Secretarial Audit was conducted in accordance with provisions of section 204 of the Companies Act, 2013 and the Secretarial Audit Report dated 30/DE/2025 given by Mr. V N.Selvam is attached as Annexure 3 and forms a part of the report of the Directors.

COSTAUDIT:

Cost Audit is not applicable to the Company for the financial year 2024-25.

EXPLANATION / COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

There were no comments or observations or adverseremarks made by the auditor or Practicing Company Secretary in the in reports.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the MCA Circulars granting exemptions in view of the Covid-19 pandemic.

SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary or Joint venture Company CFORE ceases to be an Associate Company of Munoth Communication Limited with effect from 31st March 202524. The disclosure in Form No.AOCl is not applicable henceforth.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Companies act, 2013 and SEBI Regulations, the Company hasformulated a policy on Related Party transactions which is also available on Company's website atwww.munothcommunication.com. The policy intends to ensure that proper reporting approval and disclosure proceduresare in place for all transactions between the Company and Related Parties.

All Related Party transactions are pla,Prioromnibus approvalis obtained for Related Party transactions on aquarterly basis for transactions which are of repetitive nature and/orentered in the Ordinary Course of Business and areat Arm's Length.

The disclosure for financial year 2024-25 in Form No.AOC.2 is enclosed as Annexure 5. PARTICULARSOFEMPLOYEESANDRELATEDDISCLOSURE;

There are no persons employed in the Company during the year or for part of the year who were in receipt of remuneration in excess of the limits set out in Rules 5(2) and 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014 read with in terms of provisions of Sectionl97(12)of the Companies AcJ^013.

Disclosure spertaining to remuneration and other details as required under Section 197(12) of the Actread with Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) rules, 2014 are provided in the Annual Report as Annexure 6.

Interms of Section 136 of the Act, the reports and accounts are being sent to the members and other sent it led the reto, which is available for inspectionby the members at the registered office of the company during business hours on working days of the company. If any member is interested in inspecting thesame, such member may write to the Company in advance and the same will be furnished. The full annual report is also available on the Company's websitewww.munothcommunication.com.

VIGILMECHANISM:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement,includes an Ethics & Compliance Task Force comprising Senior Executives of the Company. The policy on vigil mechanismand whistle blower policy may be accessed on the company's websitewww.munothcommunication.com.

CORPORATEGOVERNANCE:

Pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, report on Corporate Governance is not applicable to the Company for the financial year 2024-25 Since the Net Wort his below 25 Crores and the Paid up Capital of the Company is less than 10 Crores.

NUMBER OF BOARD MEETING SCONDUCTED DURING THE YEAR UNDER REVIEW:

The Company has conducted 5 Board meetings during the financial year under review. They were held on 29th May 2024, 13th August 2024, 17th August 2024,13th November 2024 and 13th February 2025.

AUDIT COMMITTEE:

The Audit Committee comprises of Directors namely Mr. DenilSudesh Shah, Ms. Lakshika Mehta (Chairman)and Mr. JaswantMunoth (executive director) as members. All the recommendations made by the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of 3 Directors namely Mr.Denil Sudesh Shah(Chairman),Ms. Lakshika Mehta and Mr. JaswantMunoth (executive director) as members. The Nomination and Remuneration Policy is mentioned in Annexure 1 of the Annual Report.

STAKEHOLDER'S RELATIONSHIP COMMITTEE:

The Board of Directors has constituted the Shareholders' and Investors' Grievance Committee in 2000.This Committee specifically looks into the Shareholders' and investors' complaints on matters relating to transfer of shares, non-receipt of annual reportetc. Inaddition, the Committee also looks in to matters that can facilitate better in vestor services and relations.

The committee consists of the following Directors:

1. Ms.Lakshika Mehta, Chairman

2. Mr.Denil Sudesh Shah

3. Mr.Jaswant Munoth STOCK EXCHANGES

The Company's shares are listedon The Stock Exchange, Mumbai.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct as per the Guidelines issued by the Securities and Exchange Board of India for prevention of Insider Trading with a viewtoregulate trading insecurities by the Directors and designated employees of the Company. The Board of Directors and the designated employee shave confirmed compliance with the code.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review.

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

2. Issue of shares (including sweat equity shares) to employees of the company and ESOS under any scheme.

3. The company does not have any subsidiaries and hence the disclosure stating that the Managing Director/ whole Time Director of the Company not receiving any remuneration or commission for subsidiary are not applicable.

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

5. There were no cases filed pursuant to the Sexual Harassment of Women atWork place (Prevention Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS:

Your Directors would like to express their gratitude to the Shareholders, vendors, bankers and customers for their support and co-operation. They wish to thank all the employees of the Company for their sincere and dedicated services.