Fabino Enterprises Ltd Directors Report

2. REVIEW OF OPERATIONS

Standalone

The Total Income of the Company stood at Rs. 1272.98 lakhs for the year ended March 31, 2026 as against Rs. 1832.46 lakhs in the previous year. The Company made a net profit (after tax) of Rs (35.97) lakhs lakhs for the year ended March 31, 2026 as compared to the Rs 13.19 lakhs in the previous year.

Consolidated

The Consolidated Total Income of the Company stood at Rs. 2240.44 lakhs for the year ended March 31, 2026 as against Rs 1832.63 lakhs in the previous year. Consolidated net profit (after tax) of Rs (55.87)lakhs for the year ended March 31, 2026 as compared to the Rs6.11 lakhs in the previous year.

3. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part ofAnnual Report.

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The Board has decided not to transfer any amount to the Reserves for the year under review.

5. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration of growth of thecompany and to conserve resources, the Directors do not recommend any dividend for year ended March 31, 2026

6. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION ANDPROTECTION FUND

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends thatare not encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor Education and Protection Fund (IEPF). In FY 2025-26, there was no amount due for transfer to IEPF

7. STATE OF THE COMPANYS AFFAIRS / CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of the business of the Company during the financial year under review.

8. SHARE CAPITAL

The authorized share capital of the company is Rs. 12,00,00,000/- divided into 1,20,00,000 equity shares of Rs. 10/- The Paid-up capital of the Company is Rs. 2,10,00,000/- divided into 21,00,000 Equity shares of Rs. 10/- Company has appointed M/s Bigshare Services Private Limited as the Registrar and Transfer Agent of the Company.

9. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

The details pertaining to overview of the industry, important changes in the industry, external environment and outlook along with other information as required are given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

10. DISCLOSURES BY DIRECTORS

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimationby directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.

Certificate of Non-Disqualification of Directors received from JNG & Co., Practicing Company Secretary is annexed to the Boards Report as "Annexure III"

11. SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANY

The Company has Upender Metaplast Private Limited as its Subsidiary. Further the Company doesnt have any Joint Venture or Associate Company.

12. MATERIAL CHANGES AND COMMITMENTS

Subsequent to the end of the financial year, on April 28, 2026, R G Family Trust, Mr. Sameer Gupta and Mr. Sundeep Gupta (‘Acquirers) entered into a Share Purchase Agreement with the Companys erstwhile promoters to acquire 11,93,200 Equity Shares constituting 56.82% of the paid-up equity share capital of the Company, resulting in a change in control and promoters of the Company. Pursuant thereto, an open offer for acquisition of up to 5,46,000 Equity Shares (26% of the paid-up equity share capital) at ?20/- per share was triggered under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Save as stated above, no other material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report.

13. ANNUAL RETURN:

The Annual Return of the Company as on 31st March, 2026 is available on the website of the Company at www.fabinolife.com.

14. CHANGE IN SHARE CAPITAL:

There has been no change in the Share Capital (including composition of the paid-up equity share capital) of the Company during the financial year under review.

15. FAMILIARISATION PROGRAMME FOR DIRECTORS

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured orientation programme. Presentations are made by Senior Management giving an overview of the operations, to familiarise the new Directors with the Companys business operations. The Directors are given an orientation on the products of the business, group structure and subsidiaries, Board constitution and procedures, matters reserved for theBoard, and the majorrisks and risk management strategy of the Company.

During the year under review, no new Independent Directors were inducted to the Board.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company has a professional Board with Executive Directors & Non-Executive Directors who bring the right mix of knowledge, skills, and expertise and help the Company in implementing the best Corporate Governance practices.

17. COMPOSITION OF BOARD

As on the date of this report, the Board of Directors of the Company comprises of the following Directors:

The composition of the Board is in conformity with the applicable provisions of the Companies Act, 2013 and none of the Directors of the Company is a director in more than the permissible number of companies under Section 165 of the Act.

Mr. Arihant Jain (DIN: 08280553), Director of the Company will retire by rotation at the ensuing 15th Annual General Meeting and being eligible offered him/ themselves for re-appointment as per Section 152 of the Companies Act, 2013.

As of the date of this report, the following changes have occurred in the composition of Directors and Key Managerial Personnel

i. Change in Directors

ii. Key Managerial Personnel

During the period under review and as on the date of this Report, the following are the Key Managerial Personnel ("KMP") of the Company, appointed under the provisions of Section 203 of the Companies Act, 2013:

iii. Change in Key Managerial Personnel

iv. Change in composition of Committees of Board of Directors

v. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Arihant Jain (DIN: 08280553), Non-Executive Director of the Company, retires by rotation and offers himself for re- appointment.

The brief resume of Mr. Arihant Jain (DIN: 08280553), the nature of his expertise in specific functional areas, names of the companies in which he has held directorships, his shareholding etc. are furnished in the Annexure - A to the notice of the ensuing AGM.

vi. Independent Directors

Our Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances, which may affect their status as Independent Director during the year.

The Independent Directors met on 10th March, 2026, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The first term of Mrs. Tesu Alakh (DIN: 07300250) as an Independent Director of the Company, which commenced on October 27, 2021, is expiring on October 26, 2026. Based on the performance evaluation carried out by the Board and on the recommendation of the Nomination and Remuneration Committee, the Board has recommended her re-appointment as an Independent Director of the Company for a second term of 5 (five) consecutive years, commencing from October 27, 2026 up to October 26, 2031, subject to the approval of the members by way of a Special Resolution at the ensuing Annual General Meeting, details of which are set out in the Notice convening the said Meeting.

18. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their declaration of independence, stating that they continue to fulfil the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations, and that there has been no change in the circumstances affecting their status as Independent Directors of the Company during the year.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors of the Company have also confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs. The Board, in terms of Rule 8 of the Companies (Accounts) Rules, 2014, has opined and confirmed that the Independent Directors of the Company are persons of high repute and integrity and possess the relevant expertise and experience required to fulfil their duties as Independent Directors of the Company.

19. BOARD MEETINGS:

The Company held Six meetings of its Board of Directors during the year on November 13 2025, May 29 2025, June 20 2025, August 28, 2025, December 26 2025, March 10, 2026.,

20. COMMITTEES OF THE BOARD:

(a) Audit Committee:

The Audit Committee, as per Section 177 of Companies Act, 2013, continued working under Chairmanship of Mrs. Tesu Alakh. During the year the committee met Three times with full attendance of all the members. The composition of the Audit Committee as at March 31, 2026 along with changes during the year and details of the Members participation at the Meetings of the Committee are as under:

The Committee is governed by a Charter, which is in line with the regulatory requirements mandated by the Companies Act, 2013. Some of the important functions performed by the Committee are:

Financial Reporting and Related Processes:

- Oversight of the Companys financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.

- Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the Auditors Limited Review Report thereon / Audited Annual Financial Statements and Auditors Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgement by the Management, significantadjustments made in the Financial Statements and / or recommendation, if any, made by the Statutory Auditorsin this regard.

- Review the Management Discussion & Analysis of financial and operational performance.

- Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Companys accounting principles with reference to the Accounting Standard (AS).

- Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

(b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act, 2013, continued working under Chairmanship of Mrs. Tesu Alakh During the year, the committee met three time with full attendance of all the members. The composition of the Nomination and Remuneration Committee as at March 31, 2026 and details of the Members participation at the Meetings of the Committee are as under

The terms of reference of the Committee inter alia, include the following:

- Succession planning of the Board of Directors and Senior Management Employees;

- Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

- Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Managementpositions;

- Formulate and review from time to time the policy for selection and appointment of Directors, Key ManagerialPersonnel and senior management employees and their remuneration;

- Review the performance of the Board of Directors and Senior Management Employees based on certain criteriaas approved by the Board.

The Company has formulated a Remuneration Policy which is annexed to the Boards Report in —Annexure I".

(c) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013, continued working under Chairmanship of Mr. Arihant Jain. The Committee is governed by a Charter, which is in line with the regulatory requirements mandated by the Companies Act, 2013. During the year, the committee met one time with full attendance of all the members. The composition of the Stakeholders Relationship Committee as at March 31, 2026 along with changes and details of the Members participation at the Meetings of the Committee are as under:

The terms of reference of the Committee are:

- transfer/transmission of shares/debentures and such other securities as may be issued by the Company fromtime to time;

- issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced ordestroyed, as per the laid down procedure;

- issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates /certificates relating to other securities;

- issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company,subject to such approvals as may be required;

- to grant Employee Stock Options pursuant to approved Employees Stock Option Scheme(s), if any, and toallot shares pursuant to options exercised;

- to issue and allot debentures, bonds and other securities, subject to such approvals as may be required;

- to approve and monitor dematerialization of shares / debentures / other securities and all matters incidentalor related thereto;

- to authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken;

- monitoring expeditious redressal of investors / stakeholders grievances;

- all other matters incidental or related to shares, debenture

During the year, no complaints were received from shareholders. There are no balance complaints. The Company had no share transfers pending as on March 31, 2026

Mrs. Shipra Rathi, Company Secretary of the Company is the Compliance Officer.

21. MEETING OF SHAREHOLDERS:

During the year under review, the following General Meetings were held, the details of which are given as under:

22. BOARDS PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself, its Committees and individual Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated.

The evaluation was done after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of Individual Directors including the Chairman of the Board and Independent Directors were based on Knowledge to Perform the Role, Time and Level of Participation, Performance of Duties and Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of Non-Independent Directors, Chairman of the Board and the Board as a whole.

23. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 135 of the Act and rules framed there under. Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company.

24. AUDITORS:

i. Statutory Auditors:

The Board has appointed M/s. D G M S & Co., Chartered Accountants as the statutory auditors of the Company for term of five consecutive years, as approved by shareholders of the Company. The present term of M/s. D G M S & Co., Chartered Accountants, as the Statutory Auditors of the Company is expiring at the conclusion of the ensuing Annual General Meeting. Based on the recommendation of the Audit Committee, the Board has recommended the re-appointment of M/s. D G M S & Co., Chartered Accountants, as the Statutory Auditors of the Company for a second term of 5 (five) consecutive years, subject to the approval of the members by way of an Ordinary Resolution at the ensuing Annual General Meeting, details of which are set out in the Notice convening the said Meeting.

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 M/s. JNG & Co. LLP, a firm of Company Secretaries in Practice (CP No. 8108) headed by Mr. Jigar Kumar Gandhi, as the Secretarial Auditor of the Company to undertake the Secretarial Audit for the financial year 2025-26.

Further, the Company has reappointed M/s. JNG & Co. LLP, a firm of Company Secretaries in Practice (CP No. 8108), for the financial years 2025-26 and 2026-27, as approved by the Board of Directors at its meeting held on May 29, 2025.

iii. Cost Auditor:

The company does not fall within the provisions of Section 148 of Companys Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore such records are duly maintained.

iv. Internal Auditor:

The Board of Directors has appointed M/s. B B Gusani and Associates, Chartered Accountants, as the Internal Auditors of the Company for the financial year 2025-26. Further, the Board of Directors, at its meeting held on May 29, 2025, approved the reappointment of M/s. B B Gusani and Associates, Chartered Accountants, as the Internal Auditors for the financial years 2025-26 and 2026-27.

25. AUDITORS REPORT:

The Auditors Report and Secretarial Auditors Report does not contain any qualification, reservations or adverse remarks. Report of the Secretarial Auditor is given as an Annexure which forms part of this report.

26. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at https://www.fabinolife.com/

27. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/s. B B Gusani and Associates, Chartered Accountants, as an Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out on half yearly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2025-26.

28. RISK ASSESSMENT AND MANAGEMENT:

Your Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. Your Company also takes all efforts to train its employees from time to time to handle and minimize these risks.

29. LISTING WITH STOCK EXCHANGES:

Fabino Enterprises Limited is listed on the SME Platform of the BSE Limited. It has paid the Annual Listing Fees for the year 2025-26 to BSE Limited.

30. REGISTRAR AND SHARE TRANSFER AGENT

During the year under review, M/s. Bigshare Services Private Limited, having its office at Office No S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East), Mumbai – 400093, was the Registrar and Share Transfer Agent of the Company.

31. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of theBoard of Directors and General Meetings respectively.

32. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 is given below.

a) The median remuneration of employees of the Company during the financial year was Rs. Rs. 1,41,540

b) Percentage increase/(decrease) in the median remuneration of employees in the financial year 2025-26:- 28.30%

c) Number of permanent employees on the rolls of the Company as on March 31, 2026: 3

d) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of theCompany.

e) There is no employee covered under the provisions of section 197(14) of the Companies Act, 2013.

There was no employee in the Company who drew remuneration of Rs. 1,00,00,000/ - per annum during the period under review. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.

33. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted following policies which areavailable on its website https://www.fabinolife.com/

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO:

i. Conservation of Energy

a) The steps taken or impact on conservation of energy – The Operations of the Company are not energy intensive. However, adequate measures have been initiated for conservation of energy.

b) The steps taken by the Company for utilizing alternate source of energy – Company shall consideron adoption of alternate source of energy as and when necessities.

c) The Capital Investment on energy conversation equipment – No Capital Investment yet.

ii. Technology absorption

a) The efforts made towards technology absorption. – Minimum technology required for Business isabsorbed.

b) The benefits derived like product improvement, cost reduction, product development or importsubstitution – Not Applicable.

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

a. the details of technology imported;

b. the year of import;

c. whether the technology been fully absorbed;

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

iii. The expenditure incurred on Research and Development – Not Applicable.

35. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

Particulars of loans given, investments made, guarantees given and securities provided are provided in the financial statements.

36. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. Thus, Disclosure in form AOC-2 is not required. Further, during the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. All related party transactions are placed before the Audit Committee and Board for approval. The details of the related party transactions as required under Accounting Standard (AS) are set out in Note to the financial statements forming part of this Annual Report.

37. DEPOSITS:

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

38. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the revised- Code of Conduct for Prevention of Insider Trading (the Insider Trading Code). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to belisted securities of the Company. During the year, the Company has also adopted the Code of Practice and Proceduresfor Fair Disclosure of Unpublished Price Sensitive Information (the Code) in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the Companys website https://www.fabinolife.com/

39. RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act during the FY were in the ordinary courseof business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Act. There were no materially significant transactions with the related parties during the FY which were in conflict with the interest of the Company

40. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

41. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

42. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to maintaining a productive environment for all its employees at various levels in the organization, free of sexual harassment and discrimination based on gender. The Company has framed a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, and the rules made thereunder ("POSH Act"). The policy is available on website on www.fabinolife.com

The Company has also set up Internal Complaints Committee(s) (‘ICCs) for each workplace, which is in compliance with the requirements of the POSH Act, to redress the complaints received regarding sexual harassment, which has formalized a free and fair enquiry process with a clear timeline.

The Internal Committee of the Company has also filed an Annual Return for the calendar year 2025 at its jurisdictional office, as required under Section 21(1) of the POSH Act read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013.

All employees in the organization are being made to attend the POSH awareness sessions, which also cover gender sensitization. No pending complaints to be resolved for the financial year under review.

43. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

44. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2026.

- Male Employees: 2

- Female Employees: 1

- Transgender Employees: 0

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

45. HUMAN RESOURCES:

Your Company has established an organization structure that is agile and focused on delivering business results. Withregular communication and sustained efforts, it is ensuring that employees are aligned on common objectives and have the right information on business evolution.

46. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 – RULE 11 OF THE COMPANIES ACT 2013.

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026, which has a feature of recording audit trail (edit log) facility, and the same has operated throughout the year for all relevant transactions recorded in the software.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is applicable for the financial year ended March 31, 2026

47. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, the company needs to designate a responsible individual for ensuring compliance with statutory obligations.

The company has proposed and appointed a Designated person in a Board meeting, and the same has been reported in the Annual Return of the company.

48. CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the Company is exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company.

49. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

ii. They 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.

iii. They 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.

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2025-26.

50. CAPITAL EXPENDITURE:

Details of the capital expenditure incurred by the Company during the financial year under review are disclosed in the financial statements forming part of this Annual Report.

51. SCHEME OF AMALGAMATION/ARRANGEMENT:

During the financial year under review, the Company has not proposed, considered or approved any Scheme of Merger/Amalgamation/Takeover/Demerger or Arrangement with its Members and/or Creditors.

52. DISCLOSURE W.R.T. DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

There is no demat suspense account/unclaimed suspense account maintained by the Company during the year under review, as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

53. DOWNSTREAM INVESTMENT:

The Company neither has any Foreign Direct Investment (FDI) nor has it made any Downstream Investment in any other company in India during the year under review.

54. DEPOSITORY SYSTEM:

The Companys Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

55. GENERAL

There were no transactions with respect to following matters during the year:

1. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

2. There was no instance of one-time settlement with any Bank or Financial Institution.

3. The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

4. There has been no issue of shares (including sweat equity shares) to the employees of the Company under any scheme.

5. During the financial year, there has been no revision in the Financial Statements or the Boards Report.

6. The Company has not issued any shares with differential rights as to dividend, voting or otherwise.

7. The Companys securities were not suspended from trading during the year under review.

56. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Board of Directors confirm that all the systems, policies, procedures and frameworks which are currently operational within the Company are adequate for ensuring the orderly and efficient conduct of its business and adherence to the laws. They are in line with the best practices to the extent applicable to the company. The Audit Committee and the Board reviews internal control systems to ensure they remain effective and are achieving their intended purpose. Weaknesses, if any, are identified and new procedures are put in place to strengthen controls.

The Company has also appointed an Internal Auditor as per the provisions of the Companies Act, 2013. The Companys internal audit process covers all significant operational areas and reviews the Process and Control. The Internal Auditor has authority to verify whether the policies and procedures, including financial transactions, are carried out in accordance with defined processes and variations and exceptions (if any) are justified and reported properly

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2025-26.

57. DISCLOSURE OF EMPLOYEES STOCK OPTION SCHEME.

Company has not given any ESOP during the financial year 2025-26.

58. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Companys objectives, projections, estimates and expectations may constitute forward looking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

59. ACKNOWLEDGEMENTS:

Your directors would like to express deep sense of appreciation for the assistance and co-operation received from theFinancial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff and workers of the Company. The Directors express their gratitude towards each one of them.

Registered Office:

Jeevan Vihar Extension Near,

Shubham Garden, Murthal Road,

Sonipat, Haryana-131001.

Tel: 9883900021

CIN: L24100HR2011PLC114093

Website:http://www.fabinolife.com

Email: info@fabinolife.com

On Behalf of The Board of Directors