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You can view full text of the latest Director's Report for the company.

BSE: 511401ISIN: INE410E01015INDUSTRY: Telecom Equipments & Accessories

BSE   ` 6.58   Open: 6.08   Today's Range 6.08
6.58
+0.18 (+ 2.74 %) Prev Close: 6.40 52 Week Range 5.87
18.95
Year End :2025-03 

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

PARTICULARS

STANDALONE

2024-25

Rs

2023-24

Rs

Total Revenue

4600.85

3753.29

Total Expenses

5007.62

4012.56

Profit /(Loss) before exceptional and

extraordinary item sand tax

(406.77)

(259.27)

Less:Exceptionalitems

0

0

Less:Extraordinaryitems

0

0

Prof it/( Loss) befo retax

(406.77)

(259.27)

Less:Currentand Deferred Tax

92.32

(122.32)

Add:Share of Profit from Associates

-

-CFORE Telecom Limited

Profit/( Lossjaftertax

(3948.18)

(2418.10)

Other Comprehensive Incomedtems

17731.41

(635.74)

that will not be reclassified to

profit orloss-Changes infair value of

FVOCI equity instruments.

Total Comprehensive income for the year

13783.22

(3053.84)

Earnings per share:Basic&Diluted

(0.41)

(0.25)

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.

FUTUREPROSPECTS:

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 recommendany 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
THECOMPANYWHICHHASOCCURREDBETWEEN31stMARCH2Q25(THEENDOFTHEFINANCIALYEAR)
AND 30TH MAY 2025(THEDATE OFREPORT)

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'squalifications,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 inseparatesection 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 properexplanation relating to material departures.

b) The Director shads elected such accounting policie 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, assuch, no amount on account of principal
orintereston public deposits was out standingason 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. Briefresumeof 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.

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 irreports.

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 natureand/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 Act,2013.

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.

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.

By Order of the Board
forMUNOTH COMMUNICATION LIMITED
-Sd- -Sd-

Place: Chennai Jaswant Munoth Bharat Munoth

Date: 30.05.2025 Managing Director Director

(DIN No:00769545) (DIN No: 00769588)