Monarch Surveyors and Engineering Consultants Ltd

OUR MANAGEMENT

In accordance with our Articles of Association, unless otherwise determined in a general meeting of the Company and subject to the provisions of the Companies Act, 2013 and other applicable rules, the number of Directors of the Company shall not be less than 3 (three) and not more than 15 (fifteen). As on the date of this Red Herring Prospectus, Our Company currently has 8 (Eight) directors on our Board, of which 5 (Five) Directors are Executive directors and rest of the 3 (Three) Directors are Independent Director.

The Following table sets forth details regarding the Board of Directors as on the date of this Red Herring Prospectus.

As on the date of the Red Herring Prospectus

A. None of the above-mentioned Directors are on the RBI List of wilful defaulters or Fraudulent Borrowers

B. None of the Promoters, persons forming part of our Promoter Group, our directors or persons in control of our Company or our Company are debarred from accessing the capital market by SEBI. C. None of the Promoters, Directors or persons in control of our Company, has been or is involved as a promoter, director or person in control of any other company, which is debarred from accessing the capital market under any order or directions made by SEBI or any other regulatory authority.

D. None of our Directors are/were director of any company whose shares were delisted from any stock exchange(s) up to the date of filling of this Red Herring Prospectus.

E. None of Promoters or Directors of our Company are a fugitive economic offender.

F. None of our Directors are/were director of any company whose shares were suspended from trading by stock exchange(s) or under any order or directions issued by the stock exchange(s)/ SEBI/ other regulatory authority in the last five years.

G. In respect of the track record of the directors, there have been no criminal cases filed or investigations being undertaken with regard to alleged commission of any offence by any of our directors and none of our directors have been charge-sheeted with serious crimes like murder, rape, forgery, economic offence.

There is no relationship between any of the Directors of our Company as on date of filling of Red Herring Prospectus.

There is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any of the above-mentioned Directors was selected as director or member of senior management.

None of our directors have entered into any service contracts with our company and no benefits are granted upon their termination from employment other than the statutory benefits provided by our company. However, Executive Directors of our Company are appointed for specific terms and conditions for which no formal agreements are executed, however their terms and conditions of appointment and remuneration are specified and approved by the Board of Directors and Shareholders of the Company.

Except statutory benefits upon termination of their employment in our Company or retirement, no officer of our Company, including the directors and key Managerial personnel, are entitled to any benefits upon termination of employment.

Pursuant to a special resolution passed at an Extra Ordinary General Meeting of our Company held on August 08, 2024 and pursuant to provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the Company be and are hereby authorized to borrow monies from time to time, any sum or sums of money on such security and on such terms and conditions as the Board may deem fit, notwithstanding that the money to be borrowed together with the money already borrowed by our Company may exceed in the aggregate, its paid up capital and free reserves and security premium (apart from temporary loans obtained / to be obtained from bankers in the ordinary course of business), provided that the outstanding principal amount of such borrowing at any point of time shall not exceed in the aggregate of 100 Crores (Rupees One Hundred Crores only).

Mr. Dattatraya Mohaniraj Karpe aged 60 years is Promoter and Managing Director of the company. He has completed Degree of Engineering (Civil) from Dnyaneshwar Vidyapeeth in the year 1991. He is having around 25 years of experience in the Civil Engineering. He was appointed as a Director of the Company since incorporation of the Company on July 20, 1999. Subsequently, he was appointed as Managing Director for a period of five years in Extra-ordinary General Meeting held on August 08, 2024.

Mr. Sanjay Bhalchandra Vidwans aged 55 years is Promoter and Whole Time Director of the company. He has completed Degree of Engineering (Civil) from Dnyaneshwar Vidyapeeth in the year 1991. He is having around 25 years of experience in the Civil Engineering and Financial Management. He was appointed as a Director of the Company since incorporation of the Company on July 20, 1999. Subsequently, he was appointed as Whole Time Director for a period of five years in Extra-ordinary General Meeting held on August 08, 2024.

Mr. Sunil Shrikrishna Bhalerao aged 56 years is Promoter and Whole Time Director of the company. He has completed Degree of Engineering (Civil) from Dnyaneshwar Vidyapeeth in the year 1991. He is having around 25 years of experience in the Civil Engineering and Administration. He was appointed as a Director of the Company since incorporation of the Company on July 20, 1999. Subsequently, he was appointed as Whole Time Director for a period of five years in Extra-ordinary General Meeting held on August 08, 2024.

Mr. Bhartesh Rajkumar Shah aged 56 years is the Promoter and Whole Time Director of the Company. He has completed Degree of Engineering (Civil) from Dnyaneshwar Vidyapeeth in the year 1991. He is having around 25 years of experience in the Project Management. He was appointed as a Director of the Company since incorporation of the Company on July 20, 1999. Subsequently, he was appointed as Whole Time Director for a period of five years in Extra-ordinary General Meeting held on August 08, 2024.

Mrs. Usha Sunil Kokare aged 47 years is Executive Director of the company. She has completed her degree of Bachelor of Commerce from University of Pune in the year 1997 and diploma in Business Management from Prin, L.N. Welingkar Institute of Management Development & Research in the year 2000. She has around 8 years of experience in Human Resource Management. She was appointed as an Additional Director of the Company by the Board of Directors in their board meeting held on February 08, 2024 with effect from February 08, 2024. Later, she was regularised as an Executive Director in Extraordinary General Meeting of the company held on August 08, 2024.

Mr. Sanjay Bhaskarrao Mahashabde aged 61 years is an Independent Director of the company. He has completed Bachelor of Architecture from Nagpur University in the year 1987. He is having around 19 years of experience in the field of Architecture and Vaastu Consultancy. He was appointed as an Additional Director (Independent) of the Company by the Board of Directors in their board meeting held on February 28, 2024 with effect from February 28, 2024 for a period of 5 (Five) years, not liable to retire by rotation. Later, he was regularised as an Independent Director in Extraordinary General Meeting of the company held on August 08, 2024.

Mr. Sakharam Bhagwanrao Tamsekar aged 66 years is an Independent Director of the company. He has completed his degree of Bachelor of Engineering (Civil) from Marathwada University in the year 1980 and degree of Master of Technology (Civil) from Indian Institute of Technology Bombay in the year 1982. He is having around 38 years of experience in the field of Civil Engineering. He was appointed as an Additional Director (Independent) of the Company by the Board of Directors in their board meeting held on February 28, 2024 with effect from February 28, 2024 for a period of 5 (Five) years, not liable to retire by rotation. Later, he was regularised as an Independent Director in Extraordinary General Meeting of the company held on August 08, 2024.

Mr. Anil Sadashiv Shelar aged 63 years is an Independent Director and Chairman of the company. He has completed Master of Technology (Civil Town and Country Planning) from University of Pune in the year 2005. He is having around 33 years of experience as professor of teaching in diploma and degree level. He was appointed as an Additional Director (Independent) of the Company by the Board of Directors in their board meeting held on February 28, 2024 with effect from February 28, 2024 for a period of 5 (Five) years, not liable to retire by rotation. Later, he was regularised as an Independent Director in Extraordinary General Meeting of the company held on August 08, 2024. Further, he was appointed as Chairman at Board Meeting of the company held on August 08, 2024.

The Board of Directors has decided to pay sitting fees of upto 15000 per meeting of the Board including Meetings of the

Committees to independent directors vide appointment letter dated February 28, 2024.

The shareholding of our directors as on the date of this Red Herring Prospectus is as follows:

All the non-executive directors of the company may be deemed to be interested to the extent of fees, payable to them for attending meetings of the Board or Committee if any as well as to the extent of other remuneration, Professional fees, and/or reimbursement, of expenses payable to them as per the applicable laws.

The directors may be regarded as interested in the shares and dividend payable thereon, if any, held by or that may be subscribed by and allotted/transferred to them or the companies, firms and trust, in which they are interested as directors, members, partners and or trustees. All directors may be deemed to be interested in the contracts, agreements/arrangements to be entered into by the issuer company with any company in which they hold directorships or any partnership or proprietorship firm in which they are partners or proprietors as declared in their respective declarations.

Executive Director is interested to the extent of remuneration paid to them for services rendered to the company and also payment of interest on unsecured loan and lease rent.

Except as stated under Chapter titled "Restated Financial Information" beginning on page 179 of the Red Herring Prospectus, our company has not entered into any contracts, agreements or arrangements during the preceding two years from the date of the Red Herring Prospectus in which our directors are interested directly or indirectly.

In additions to the applicable provisions of the Companies Act, 2013 with respect to the Corporate Governance, provisions of the SEBI Listing Regulations will be applicable to our company immediately up on the listing of Equity Shares on the Stock Exchanges.

As on date of this Red Herring Prospectus , as our Company is coming with an issue in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, the requirements specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 are not applicable to our Company, although we require to comply with requirement of the Companies Act, 2013 wherever applicable. In spite of certain regulations and schedules of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 is not applicable to our Company, our Company endeavours to comply with the good corporate governance and accordingly certain exempted regulations have been compiled by our Company.

Our Company has complied with the corporate governance requirement, particularly in relation to appointment of independent directors including woman director on our Board, constitution of an Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. Our Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.

Currently our Board is consisting of 8 (Eight) directors on our Board, of which 5 (Five) Directors are Executive directors and rest of the 3 (Three) Directors are Independent Director.

Composition of Board of Directors is set forth in the below mentioned table:

Our company has constituted the following Committees of the Board:

Details of composition, terms of reference etc. of each of the above committees are provided hereunder:

The Board of Directors of our Company has, in pursuance to provisions of Section 177 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof in its Meeting held on August 20, 2024 constituted Audit Committee. The constitution of the Audit Committee is as follows:

Our Company Secretary and Compliance officer will act as the secretary of the Committee. Terms of Reference The Role of Audit Committee not limited to but includes: -

i. The recommendation for the appointment, re-appointment and, if required, the replacement or removal of the Statutory auditor, their remuneration and fixation of terms of appointment of the Auditors of the Company; ii. Review and monitor the auditors' independence and performance, and effectiveness of audit process; iii. Examination of financial statement and auditors' report thereon including interim financial results before submission to the Board of Directors for approval particularly with respect to; a. matters required to be included in the director's responsibility statement to be included in the board's report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 b. Changes, if any, in accounting policies and practices and reasons for the same c. Major accounting entries involving estimates based on the exercise of judgment by management d. Significant adjustments made in the financial statements arising out of audit findings e. Compliance with listing and other legal requirements relating to financial statements f. Disclosure of any related party transactions g. Qualifications in the draft audit report. iv. Approval or any subsequent modification of transactions of the Company with related party;

Provided that the Audit Committee may make omnibus approval for related party transactions proposed to be entered in to by the Company subject to such conditions provided under the Companies Act, 2013 or any subsequent modification(s) or amendment(s) thereof; Provided further that in case of transaction, other than transactions referred to in section 188 of Companies Act 2013 or any subsequent modification(s) or amendment(s) thereof, and where Audit Committee does not approve the transaction, it shall make its recommendations to the Board;

Provided also that in case any transaction involving any amount not exceeding one crore rupees is entered into by a director or officer of the company without obtaining the approval of the Audit Committee and it is not ratified by the Audit Committee within three months from the date of the transaction, such transaction shall be voidable at the option of the Audit Committee; v. Reviewing, with the management, and monitoring the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter; vi. Scrutiny of Inter-corporate loans and investments; vii. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders; viii. Reviewing and discussing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; ix. To review the functioning of the Whistle Blower mechanism, in case the same is existing; x. Valuation of undertakings or assets of the company, where ever it is necessary; xi. Evaluation of internal financial controls and risk management systems and reviewing with the management, performance of statutory & internal auditors, and adequacy of the internal control systems; xii. reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit and discussion with internal auditors of any significant findings and follow up there on; xiii. discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; xiv. approval of payment to statutory auditors for any other services rendered by the statutory auditors; xv. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; xvi. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate; and xvii. Carrying out any other function as assigned by the Board of Directors & other matters as may be required by any statutory, contractual or other regulatory requirements to be attended to by such committee from time to time.

i. Management discussion and analysis of financial condition and results of operations. ii. Management letters / letters of internal control weaknesses issued by the statutory auditors; iii. Internal audit reports relating to internal control weaknesses; and iv. The appointment, removal and terms of remuneration of the Internal Auditor.

i. To investigate any activity within its terms of reference; ii. To seek information from any employees; iii. To obtain outside legal or other professional advice; and iv. To secure attendance of outsiders with relevant expertise, if it considers necessary.

The audit committee shall meet as often as necessary subject to minimum 4 times in financial years. The quorum of the meeting of the Audit Committee shall be one third of total members of the Audit Committee or 2, whichever is higher, subject to minimum two Independent Director shall present at the Meeting.

2. Stakeholders Relationship Committee:

The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof in its Meeting held on August 20, 2024 constituted Stakeholders Relationship Committee.

The constitution of the Stakeholders Relationship Committee is as follows:

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

To supervise and ensure;

i. Resolving the grievances of the security holders of the company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc; ii. Review of measures taken for effective exercise of voting rights by shareholders; iii. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent; iv. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company;

Such other matters as may be required by any statutory, contractual or other regulatory requirements to be attended to by such committee from time to time.

The Stakeholders Relationship Committee shall meet at least once in financial year. The quorum shall be one third of total members of the Stakeholders Relationship Committee or 2 members, whichever is higher.

3. Nomination and Remuneration Committee:

The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof in its Meeting held on August 20, 2024 constituted Nomination and Remuneration Committee.

The constitution of the Nomination and Remuneration Committee is as follows:

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

Role of Nomination and Remuneration Committee not limited to but includes: -

i. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees; ii. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: a) use the services of an external agencies, if required; b) consider candidates from a wide range of backgrounds, having due regard to diversity; and c) consider the time commitments of the candidates. iii. Formulation of criteria for evaluation of Independent Directors and the Board; iv. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and v. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal and shall carry out evaluation of every director‘s performance; vi. recommend to the board, all remuneration, in whatever form, payable to senior management; vii. Such other matters as may be required by any statutory, contractual or other regulatory requirements to be attended to by such committee from time to time.

The Committee is required to meet at least once in financial year. The quorum necessary for a meeting of the Nomination and Remuneration Committee is one third of total members of the Nomination and Remuneration Committee or 2 members, whichever is higher.

4. Corporate Social Responsibility Committee:

The Board of Directors of our Company has, in pursuance to provisions of Section 135 of the Companies Act, 2013, as applicable, in its meeting held on August 20, 2024 re-constituted Corporate Social Responsibility Committee.

The constitution of the Corporate Social Responsibility Committee is as follows:

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

1. To formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the Company in areas or subject as specified in Schedule VII of the Companies Act, 2013; 2. To review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the company; 3. To monitor the CSR policy of the Company from time to time; 4. Any other matter as the CSR Committee may deem appropriate after approval of the Board of Directors or as may be directed by the Board of Directors from time to time.

The quorum necessary for a meeting of the Corporate Social Responsibility Committee is one third of total members of the Corporate Social Responsibility Committee or 2 members, whichever is higher.

The Management Organization Structure of the company is depicted from the following chart:

The Key Managerial Personnel of our Company other than our Executive Directors are as follows:

Currently, Our Company does not have any bonus or profit-sharing plan for our Key Managerial personnel. In future, Discretionary bonus may be paid as may be decided by Nomination and Remuneration Committee/Board of Directors, depending upon the performance of the Key Managerial Personnel, working of the Company and other relevant factors subject to Maximum of annual salary within the limits laid down under Para A of Section II of Part II of Schedule V of the Companies Act, 2013.

The following are the changes in the Key Management Personnel in the last three years preceding the date of filing this Red Herring Prospectus, otherwise than by way of retirement in due course.

As on the date of filing of Red Herring Prospectus, our company does not have any ESOP Scheme for its employees.

There is no any existing relationship between Key Management Personnel as on date of filing Red Herring Prospectus.

Except the statutory payments made by our Company, in the last two years, our company has not paid any sum to its employees in connection with superannuation payments and ex-gratia/ rewards and has not paid any non-salary amount or benefit to any of its officers.

Notes:

All the key managerial personnel mentioned above are on the payrolls of our Company as permanent employees.

There is no arrangement / understanding with major shareholders, customers, suppliers or others pursuant to which any of the above-mentioned personnel have been recruited.

None of our Key Managerial Personnel has been granted any benefits in kind from our Company, other than their remuneration.

None of our Key Managerial Personnel has entered into any service contracts with our no benefits are granted upon their termination from employment other that statutory benefits provided by our company and further, our Company has appointed certain Key Managerial Personnel i.e. Chief Financial Officer and Company Secretary and Compliance officer for which our company has not executed any formal service contracts; although they are abide by their terms of appointments.

Except as disclosed below, none of the Key Managerial Personnel hold any Equity Shares of our Company as on the date of this Red Herring Prospectus.

Promoters of Our Company is Mr. Dattatraya Mohaniraj Karpe, Mr. Sanjay Bhalchandra Vidwans, Mr. Sunil Shrikrishna Bhalerao and Mr. Bhartesh Rajkumar Shah. For details of the Capital build-up of our Promoters, see chapter titled "Capital Structure" beginning on page no. 63 of this Red Herring Prospectus.

The details of our Promoters are as follows:

We declare and confirm that the details of the permanent account numbers, bank account numbers, passport numbers, Aadhar card number and Driving Licence number of our Promoters are being submitted to the BSE, stock exchange on which the specified securities are proposed to be listed along with filing of this Red Herring Prospectus with the Stock Exchange.

There has been no change in control or management of the issuer since incorporation.

Except as stated in "Annexure - Restated Related Party Transactions" under section "Restated Financial Information" beginning from page no. 179 of this Red Herring Prospectus and to the extent of compensation, remuneration/ sitting fees to be paid, Perquisites to be given, reimbursement of expenses to be made in accordance with their respective terms of appointment and to the extent of their shareholding and benefits, if any, arise on the shareholding, our Promoters do not have any other interest in our business.

Further, our Promoters may be deemed to be interested to the extent of the payments made by our Company, if any, to the Group entities and payment to be made by our Company to the Group Entities. For the payments that are made by our Company to certain Group entities, please refer "Annexure - Restated Related Party Transactions" under section "Restated Financial Information" beginning from page no. 179 of this Red Herring Prospectus.

Our Promoters, Directors or Group Companies do not have any interest in any property acquired by our Company in the preceding three years before filing this Red Herring Prospectus. Further, they do not have any interest in any property to be acquired by our Company till the date of this Red Herring Prospectus.

Excepted as otherwise as stated in this Red Herring Prospectus, we have not entered into any contract, agreements or arrangements during the preceding three years from the date of this Red Herring Prospectus in which Promoters is directly or indirectly interested.

Except as stated in the section "Annexure - Restated Related Party Transactions" under section "Restated Financial Information" beginning from page no. 179 of this Red Herring Prospectus, there has been no payment of benefits made to our Promoters in the two years preceding the filing of this Red Herring Prospectus. Further, our Company may enter into transaction with or make payment of benefit to the Promoters, Directors or Promoters' Group, towards remunerations as decided by Board of Directors.

Our Company and Promoters confirmed that they have not been declared as wilful defaulters or Fraudulent Borrowers or by the RBI or by any other government authority and there are no violations of securities laws committed by them in the past or are currently pending against them or restraining period are continued.

Further, our Promoters, Promoter group or directors have not been directly or indirectly, debarred from accessing the capital market or have not been restrained by any regulatory authority, directly or indirectly from acquiring the securities. Additionally, our Promoters, Promoter group or directors do not have direct or indirect relation with the companies, its Promoter and whole-time director, which are compulsorily delisted by any recognized stock exchange or the companies which is debarred from accessing the capital market by the Board.

Also, our Promoters or directors are not a fugitive economic offender.

We and Our Promoter, Group Entities, and Companies promoted by the Promoter confirm that:

No material regulatory or disciplinary action has been taken by a stock exchange or regulatory authority in the past one year against us;

There are no defaults in respect of payment of interest and/or principal to the debenture/bond/fixed deposit holders, banks, FIs during the past three years.

The details of outstanding litigation including its nature and status are disclosed in the section title "Outstanding Litigation and Material Developments" appearing on page no. 189 of this Red Herring Prospectus.

Except as mentioned below, none of our Promoter have disassociated themselves from any Company, LLP or Firm during the last 3 (Three) years.

None of our Promoter(s) are related to any of our Company's Directors within the meaning of Section 2 (77) of the Companies

Act, 2013.

In addition to our Promoter named above, the following individuals and entities form a part of the Promoter' Group:

For further details on our Group Companies refer Chapter titled "Information with respect to Group Companies" beginning on page no. 200 of this Red Herring Prospectus.