Mansoon Trading Company Ltd

To,

The Members

The Directors of your Company are pleased to present their Thirty Ninth Annual Report and the Audited Financial Statements for the financial year ended 31st March, 2024.

The financial performance of the Company, for the financial year ended 31st March, 2024 is summarized below:

The Financial Statement for the year 2023-24 have been in accordance with IND AS, prescribed under section 133 of the Act, read with the relevant rules issued thereunder and the other recognized accounting practices and policies to the extent applicable

The Company has adopted Ind AS for reporting financial results for the year under review. During the year under review, the Company's Net Profit of Rs. 1,279.43 Lakh ,before tax (Previous year Net Loss of Rs. 785.28 Lakh before Tax) and net total comprehensive Income for the year after tax was at Rs. 1,250.73 Lakh (Previous year total comprehensive Loss of Rs. 1,347.39 Lakh)

The Company is engaged in the business of Financing and Investment activities. There have been no material changes in the business of the Company during the financial year.

Your Company has made provisions for sufficient borrowing facilities to meet its longterm and short-term requirement in order to support the business operations.

In view of conserving the resources, your directors do not recommend any dividend for the year under review. However Dividend Distribution Policy is available on the website of the Company www.mansoontrading.co.in

During the financial year 2023-24, During the year under review, the Company has transferred Rs. 254.43 Lakh to Special Reserve Fund under RBI Act, 1934 (Previous year Nil, in view of Loss).

During the year, the Company has not accepted or renewed any deposit from the public as covered under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.

The Authorised Share Capital as on 31^st March, 2024 was Rs.2,50,00,000 /-(Rupees Two Crore Fifty Lakh Only) divided into 25,00,000 Equity Shares of Rs. 10/- each.

There has been no change in the Share Capital of the Company during the financial year 2023-24

The Issued Share Capital as on 31^st March, 2024 was Rs 2,45,47,000/- (Rupees Two Crore Forty Five Lakh Forty Seven Thousand Only) divided into 24,54,700 Equity Shares of Rs. 10/- each.

As at the end of the year under review i.e. on 31^st March, 2024 and also as on the date of this report, your Company does not have any Subsidiary.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2024 is available on the website www.mansoontradinq.co.in.

Your Company does not have any Subsidiary, Associates or Joint Venture Company; hence Consolidated Financial Statements of your Company for the Financial Year 202324 has not prepared. Hence salient features of Financial Statements of Subsidiary, Associate or Joint venture Company pursuant to sub-section (3) of Section 129 of the Act are Nil. (Annexure 1)

Provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the Company, as the Company has not employed any employee whose salary exceeds Rs. 1,02,00,000/- per annum or Rs. 8,50,000/- per month during the financial year ending 31 ^ March, 2024.

Further, the disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report as (Annexure 2)

Furthermore, the disclosures pertaining to remuneration and Top Ten Employees details are provided in the Annual Report as (Annexure 3).

As required under Clause (B) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, A detailed Management Discussion and Analysis Report on the Financial Conditions and Result of operations of the Company is included in this Annual Report under the heading (Annexure 4).

During the year under review, the Company had not entered into any transactions as enumerated in section 188 of the Companies Act, 2013 and rules made thereunder with the related party as defined under section 2(76) of the Act. However, the Policy on Related Party Transaction in available on website of the Company - www. mansoontrading, co. in

There are no significant material orders passed by the regulators/courts/tribunals which would impact the going concern status of the Company and its future operations.

As required by Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The CEO / CFO certificate for the financial year 202324 has been submitted to the Board and the copy thereof is contained in the Annual Report.

The Company believes that a strong internal control framework is an important pillar of Corporate Governance. The Company has in place adequate internal financial control system which ensure orderly and efficient conduct of its business, safeguarding of its assets and accuracy and completeness of accounting records, timely preparation of reliable financial information and various regulatory and statutory compliance

Further, company's internal control system is commensurate with the size, scale and complexity of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks with best practices in the industry. The Management with Audit Committee periodically reviews the Internal Control System and procedure for the efficient conduct of the business.

The Company operates in conditions where economic environment and social risk are inherent to its businesses. In managing risk, it is the Company's practice to take advantage of potential opportunities while managing potential adverse effects.

The various elements of risk which the Directors think, that may threaten the existence of the Company are:

a) Financial Risk: Financial risk generally arises due to instability and losses in the financial market caused by movements in stock prices, currencies, interest rates and more.

b) Liquidity Risk: It is the risk that the Company will be unable to meet its financial commitment to a Bank/Financial Institution in any location, any currency at any point in time. The risk stemming from the lack of marketability of an investment that cannot be bought or sold quickly enough to prevent or minimize a loss.

c) Credit Risk: The risk of loss of principal or loss of a financial reward stemming from a borrower's failure to repay a loan or otherwise meet a contractual obligation.

d) Time Risk: To compensate for non-receipt of expected inflow of funds.

In line with Listing Regulations and as per the requirement of Section 134(3) (n) of the Companies Act, 2013 read with the rules made there under, as amended, Board has a framework for Risk Management to oversee the mitigation o such risks.

The Nomination and Remuneration Policy of the company as mandated under Section 178 (3) (4) of the Companies Act, 2013 is available on the website of the company www.mansoontrading.co.in

During the year under review the Profit Before Tax is Rs. 1,279.43 but the average of previous three Profit Before Tax is Loss Rs. 1,156.19. Hence there is no payment is required to be made under.

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors make the following statement and confirm that: -

i) in the preparation of the annual accounts for the year ended 31 March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2024 and of the Profit of the Company for 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors had prepared the Annual Accounts on a 'going concern basis';

v) the Directors had laid down internal financial controls and that such internal financial controls are adequate and are operating effectively; and

vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Company has no Subsidiary, Associates or Joint Venture Company, hence Consolidated Financial Statements of your Company for the Financial Year 2023-24, has not prepared.

The Company has formulated a Vigil Mechanism (Whistle Blower Policy) for its directors and employees of the Company for reporting genuine concerns about unethical practices and suspected or actual fraud or violation of the code of conduct of the Company pursuant to the provisions of Section 177 of the Companies Act, 2013 read with the rules made thereunder. This vigil mechanism shall provide a channel to the employees and Directors to report to the management, concerns about un-ethical behavior, and also provide for adequate safeguards against victimization of persons who use the mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional. The practice of the Vigil Mechanism /Whistle Blower Policy is overseen by the Audit Committee of the Board and no employee has been denied access to the Committee.

The Company will take appropriate action for its resolution. During the year, no whistle blower event was reported and mechanism is functioning well. The Whistle Blower Policy is available on the website of the Company - www.mansoontradinq.co.in

Company's Board has laid down a Code of Conduct for all the Board Members and Senior Management Personnel of the Company. The Code of Conduct is available on the Company's website www.mansoontrading.co.in. All Board Members and Senior Management Personnel have affirmed compliance with Code of Conduct for Board Members and Senior Management during the financial year 2023-24. The declaration in this regard has been made by the Management Director which forms the part of this report as an annexure.

Your company has been proactive in following the principle and practice of good corporate governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Regulation 27(2)(a) of the Listing Regulations of the Stock Exchanges are complied with.

A separate statement on corporate governance is annexed as a part of the Annual Report along with the Secretarial Auditor's certificate on its compliance. A report in the form of Management Discussion and Analysis, pursuant to Regulation 27(2)(a) of the Listing Regulations, as a part of this report forms a part of the Annual Report. (Annexure 5)

The company complies with all applicable standards issued by the institute of Company Secretaries of India. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

The Company has adopted the Code of conduct for prevention of Insider Trading with view to regulate trading in securities by Directors and designated employees of the Company. The Code of conduct require pre-disclosure for dealing in Company's Shares and prohibit the purchase or sale of Company's shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when trading window is closed. The Board is responsible for implementation of the code. All Board of Directors and the designated employees have confirmed the compliance of code.

The particulars of loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013, if any, are given in the Audited Financial Statements, wherever applicable.

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with Companies' (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption, and research and development are not applicable to the Company.

There were no foreign exchange earnings and outgoings during the year under review.

Mr. Vikas B. Kulkarni (DIN - 08180938), who is retiring by rotation at this Annual General Meeting is to be re-appointed. His involvement with the affairs of the Company is beneficial to the Company as well as Stakeholders.

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate the process of evaluating the performance of Individual Directors, Committees of the Board and the Board as whole.

The Nomination and Remuneration Committee of the Company also evaluated the performance of all individual Directors on various parameters such as level of participation of Directors, preparing themselves well in advance to take active participation at the meeting(s), level of knowledge and expertise etc.

All the Independent Directors of the Company also had a separate meeting on 14^th February, 2024 to review the performance and evaluation of Non-Independent Directors and Board as a whole.

The Board after taking into consideration the evaluation as done by Nomination and Remuneration Committee and by Independent Directors, carried out an annual evaluation of its own performance and that of its committees and individual Director. The overall outcome of such evaluation is that the Board, its committees and individual Directors have performed effectively and satisfactorily

All the Independent Director have confirmed to the Board that they meet the criteria of Independence as specified under section 149(6) of the Companies Act, 2013 and they qualify to be an Independent Director pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors), Rule 2014. The Independent Directors have also confirmed that they meet the requirements of "Independent Director” as mentioned under Regulation 16(1 )(b) of the Listing Regulations.

During the year under review the Company held Eight (8) meetings of the Board of Directors as per Section 173 of Companies Act, 2013 on 5^th April 2023, 27^th May 2023, 14^th August 2023, 31^st August, 2023, 9^th November 2023, 25^th January 2024, 8^th February 2024 and 14^th February, 2024

The frequency of board meetings and quorum at such meetings were in accordance with the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations") and compliances of Secretarial Standards-1 (SS1) on Meeting of the Board of Directors issued by ICSI. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013, the Listing Regulations and SS-1.

The Audit Committee under the provision of Section 177 of Companies Act, 2013 is constituted which is as below. Members of the Audit Committee possess financial / accounting expertise / exposure.

Further, all the recommendations made by the Audit Committee were duly accepted by the Board of Directors. The Company Secretary is acting as Secretary of this Committee. The Composition of Audit Committee as on 31.03.2024 are as under:

Six meetings of the Audit Committee were held during the financial year 2023-24 on 27^th May 2023, 14^th August 2023, 9^th November, 2023, 25^th January, 2024, 8^th February 2024 and 14^th February, 2024. The accounts and financial positions were perused by the Audit Committee and thereafter placed before the Board for their consideration.

The Nomination and Remuneration Committee is Properly constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The Company Secretary of the Company is the Secretary of this committee.

The Composition of Nomination and Remuneration Committee as on 31.03.2024 are as under:

Two meetings of the Nomination and Remuneration Committee were held during the financial year 2023-24 on 31^st August 2023 and 14^th February 2024. However, the Nomination and Remuneration policy is available on the website of the Company www.mansoontrading.co.in

The Stake Holders Relationship Committee is constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 with the following members. The Company Secretary of the Company is the Secretary of this committee

The Composition of Stakeholders Relationship Committee as on 31.03.2024 are as under:

One meetings of the Stakeholders Relationship Committee were held during the financial year 2023-24 on 14^th February, 2024.

M/s SKHD & Associate, Chartered Accountants, was re-appointed as Statutory Auditor at 37^th Annual General Meeting held on 30^th September, 2022 for second term of Five years till the conclusion of 42^nd Annual General Meeting. The said Auditor has submitted their eligibility certificate to continue as Statutory Auditor.

The observation of the Auditors in their report read with relevant notes on the accounts, as annexed are self-explanatory and do not call for any further explanation under section 134(3)(f)(i) of the Companies Act, 2013.

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has appointed M/s Girish Murarka & Co., Company Secretaries in Practice having membership No. 7036 to undertake Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2023-24 as issued by him in the prescribed Form MR-3 is annexed to this Report as (Annexure 6). The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer made by Secretarial Auditor.

The Board has appointed M/s Girish Murarka & Co., Company Secretary in Practice as Secretarial Auditor for the financial year 2024-25

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the rules made thereunder the Board of Directors had approved the appointment of M/s Milind P. Shah, Chartered Accountants, as "Internal Auditor” of the company for conducting Internal Audit for the financial year 2023-24. The Internal Audit Reports for each quarter were received by the Company and the same were reviewed by the Audit Committee and Board of Directors.

The Board has appointed M/s JITENDRA PAREEK & ASSOCIATES, Chartered Accountants, as Internal Auditor for the financial year 2024-25

The provisions of Cost Audit as prescribed under section 148 of the Companies Act, 2013 are not applicable to the Company

• Your Company has not issued: -

- Any shares with differential rights;

- Any sweat equity shares

• There are no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operation in future.

• There were no material changes and commitments affecting the financial position of your Company between the end of the financial year and the date of this report.

• There was no revision in the financial statements.

• Your Company has not received any complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Directors express their deep sense of gratitude to the banks, financial institutions, stakeholders, business associates, Central and State Governments for their co-operation and unstinted support received from them during the year and look forward to their continued support in future.