Mohini Health & Hygiene Ltd Directors Report

To

The Members,

Your Directors are pleased to present the 17th Annual Report on the business and operations of the Company together with the Companys audited financial statements and the auditors report thereon for the financial year ended March 31, 2026. The financial highlights for the year are given below:

1. Financial Results: The financial performance, prospects, financial summary or highlights are as follows:

(Rs. in Lakhs)

PARTICULARS	STANDALONE Year Ended March 31, 2026	STANDALONE Year Ended March 31, 2025	CONSOLIDATED Year Ended March 31, 2026	CONSOLIDATED Year Ended March 31, 2025
Revenue from operation and other income	14760.56	17,866.53	14,659.45	17,877.72
Expenses (including depreciation & amortization expenses)	15484.30	16,372.80	15,530.75	16,391.71
Profit before exceptional and extraordinary items and tax	(723.74)	1493.73	(871.30)	1486.01
Profit/(Loss) before tax	(1529.62)	856.51	(1,677.17)	848.79
Tax Expenses :
• Current Tax	0.00	305.97	0.30	306.87
• Deferred Tax	22.96	(27.62)	22.96	(28.44)
• Earlier year Taxes	(34.78)	(14.90)	(34.78)	(14.90)
Profit from the period from continuing Operations	(1517.80)	593.06	(1,665.65)	585.26
Minority share in Post Acquisition Profit /loss	-	-	-	-
Profit for the Period	(1517.80)	593.06	(1,665.65)	585.26

The Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026 have been prepared in accordance with the Accounting Standard as notified by the Ministry of Corporate Affairs and as amended from time to time.

2. State of Companys affairs and future outlook:

During the financial year under review, the Company continued its operations in the manufacturing and marketing of absorbent cotton, medical textiles, hygiene products and allied healthcare products. The year was marked by challenging market conditions, pressure on demand in certain product segments, fluctuations in raw material prices, increased operating costs and intensified competition across the healthcare and hygiene sector.

On a standalone basis, the Company recorded Revenue from Operations and Other Income of Rs 14,760.56 Lakhs as against Rs 17,866.53 Lakhs in the previous financial year, reflecting a decline of approximately 17.38%. On a consolidated basis, Revenue from Operations and Other Income stood at Rs 14,659.45 Lakhs as compared to Rs 17,877.72 Lakhs during the previous year.

The Company reported a standalone Loss Before Tax of Rs 1,529.62 Lakhs as against a Profit Before Tax of Rs 856.51 Lakhs in the previous year. After accounting for tax adjustments, the Company recorded a standalone Net Loss of Rs 1,517.80 Lakhs as compared to a Net Profit of Rs 593.06 Lakhs during FY 2024-25.

On a consolidated basis, the Group reported a Loss Before Tax of Rs 1,677.17 Lakhs as against a Profit Before Tax of Rs 848.79 Lakhs in the previous year. Consequently, the consolidated Net Loss for the year stood at Rs 1,665.65 Lakhs as compared to a Net Profit of Rs 585.26 Lakhs during FY 2024-25.

The reason for negative bottom line is:-

(1) The Company has recognised provision for notional loss of Rs. 13.21 Crore for the year ended 31st March 2026 on the long term open forward contracts which are booked to hedge the risk of currency price fluctuations on export remittances. This provision is recognised on MTM basis on the year ended date i.e 31/03/2026.

(2) Booking of loss of Rs. 8.03 Crore on Insurance Claim related to FY 2021-22. The Company has received the final surveyor report for its insurance claim. Out of the total claim receivable of Rs 2,517.44 lakhs, Rs 618.48 lakhs was written off in FY2024-25. For the current financial year, the Company booked an additional loss of Rs 803.82 lakhs, disclosed as an extraordinary item. Consequently, the claim receivable as of 31 March 2026, stands at Rs 1,095.13 lakhs, which is approved as per surveyors final report.

Despite these challenges, the Company continued to maintain its focus on operational efficiency, product quality, regulatory compliance and customer relationship management. The Company remains committed to strengthening its market presence and improving operational performance through cost optimization and strategic initiatives.

Further, the successful implementation of the Resolution Plan of Winsome Yarns Limited pursuant to the approval of the Honble National Company Law Tribunal (NCLT) dated 16th April, 2026 represents a significant strategic milestone for the Company. The management believes that the acquisition and revival of Winsome Yarns Limited will create long-term value and provide opportunities for business expansion and diversification.

The healthcare, hygiene and medical textile sectors in India continue to offer substantial growth opportunities driven by increasing healthcare awareness, rising disposable income, expansion of healthcare infrastructure and growing demand for quality hygiene products.

The Company expects demand for absorbent cotton, medical textiles and hygiene products to improve in the medium to long term, supported by increased healthcare spending, government initiatives and expanding domestic as well as export markets.

The Company has also received significant recognition in the medical textile segment through the grant of BIS License All India First License for Medical Textiles –Absorbent Cotton (Sterile & Non Sterile)(IS 16468:2016) which is expected to strengthen customer confidence and enhance the Companys competitive positioning in the market.

The Board of Directors believes that the long-term fundamentals of the healthcare and hygiene industry remain strong and that the Company is well positioned to capitalize on emerging opportunities in the sector.

3. Change in nature of business, if any

During the year under review, there has been no change in nature of business of the Company.

4. Changes in Share Capital

During the financial year under review, there was no change in the authorised, issued, subscribed and paid-up share capital of the Company. The Company has increased its Authorised Capital from Rs. 25 Crores to Rs. 65 Crores at the EGM held on 19th August, 2026.

At present, the Company has only one class of shares- Equity shares of Rs. 10/- each. The paid up share capital of the Company is Rs. 18,23,59,000/- divided into 1,82,35,900 equity shares of Rs. 10/- each.

5. Credit Rating

Credit rating issued by India Ratings & Research (Ind-Ra) are as under:

Facilities	Amount (Rs. in millions)	Rating
Bank loan facilities	760.51	IND BB-/Negative/IND A4+

6. Amounts transferred to reserves

During the financial year under review, the Company incurred a loss of Rs 1,517.80 lakhs. Accordingly, no amount has been transferred to the General Reserve. The loss has been adjusted against the opening balance of Retained Earnings (Balance in the Statement of Profit and Loss) in Other Equity.

7. Dividend

With a view to conserving the Companys resources for future growth and business requirements, the Board of Directors has not recommended any dividend for the financial year ended 31st March, 2026 (Previous Year: Nil).

8. Material Changes between the end of financial year and the date of the Board report

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the company to which the financial Position of the company occurred between the end of the financial year of the company to which the financial statement relates and the date of the report Except the Company has successfully implemented the resolution plan of Winsome Yarns Limited & The Company has also invested in Dhananya Capital Private Limited, subsidiary Company incorporated for implementation of resolution plan of Winsome Yarns Limited. Total investment in DCPL is 51 % (1275000 Shares of Rs. 10 each)

9. 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 dividend was declared and paid last year.

The following table gives information relating to outstanding dividends and the dates by which they can be claimed by the Members from the Companys RTA:

Financial year	Date of Declaration	Last date for claiming unpaid Dividend
2023-24	28-09-2024	28-10-2031

10. Subsidiaries, Associates and Joint Venture Companies

Subsidiary Company

As on 31st March, 2026, the Company has the following subsidiary companies:

- Mohini Active Life Private Limited, a Wholly Owned Subsidiary, incorporated on 30th June, 2022. The subsidiary has not yet commenced its business operations.

- Dhananya Capital Private Limited, incorporated on 20th May, 2026, is a subsidiary of the Company.

Associate Company

The Company has one Associate Company Mohini Hygiene Care Products Private Limited incorporated on 15th June, 2020.

Joint Venture Companies

The Company does not have any joint venture company(ies).

A statement containing the salient features of the financial statements of subsidiary / associates / joint venture companies, as per Section 129(3) of the Companies Act, 2013, in Form AOC-1 is annexed as Annexure I.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.mohinihealthandhygiene.com Further, as per fourth proviso of the said section, audited annual accounts of its Subsidiary Company have also been placed on the website of the Company. Shareholders interested in obtaining a physical copy of the audited annual accounts of the Subsidiary Companies may write to the Company Secretary requesting for the same.

Report on highlights on performance of Subsidiaries, Associates and Joint Venture Companies and their contribution to overall performance of the companies during the financial year 2024-2025

Sr. No.	Name of Subsidiaries, Associates and Joint Venture Companies	Category	Contribution to the overall performance of the Company (Rs. in Lakhs)	Contribution to the overall performance of the Company (In %)
1	Mohini Active Life Private Limited	Wholly Owned Subsidiary	01.69	0.10%
2	Mohini Hygiene Care Products Private Limited	Associate Company	-29.95	-1.80%
3	Dhananya Capital Private Limited	Subsidiary Company	-	-

11. Annual Return

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at https://mohinihealthandhygiene.com/investor_relations/annual-return/

12. Board Meetings

The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company and its subsidiaries. The notice of Board Meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Pithampur and Indore and attending through Audio visual means is also being provided to the directors on their request. The Agenda for the Board Meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

Sr. No.	Date of Board meeting (DD/MM/YYYY)	Total Number of directors as on the date of meeting	Attendance Number of directors attended	Attendance % of attendance
1	12/05/2026	8	5	62.5
2	29/05/2026	8	8	100
3	30/08/2025	8	8	100
4	14/11/2025	8	7	87.5
5	07/03/2026	8	8	100

The provisions of Companies Act, 2013, Secretarial Standard 1 and the Listing Regulations were adhered to while considering the time gap between two meetings.

13. Audit Committee

The Audit Committee comprises of Mr. Mukesh Vyas as a chairman, Mr. Mahesh Fogla, Mr. Mukul Jain and Mr. Sarvapriya Bansal as members. During the year under review, the Committee met 5 (Five) times.

Sr. No.	Type of meeting	Date of meeting	Total Number of Members as on the date of meeting	Attendance No. Number of members attended	Attendance % of attendance
1	Audit Committee	12/05/2026	4	4	100
2	Audit Committee	29/05/2026	4	4	100
3	Audit Committee	30/08/2025	4	4	100
4	Audit Committee	14/11/2025	4	4	100
5	Audit Committee	07/03/2026	4	4	100

The terms of reference of the Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 and the Rules made thereunder

14. Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Mr. Mukesh Vyas as a Chairman and Mr. Mukul Jain and Mr. Chandrashekhar Bobra as members. The Committee is reconstituted on 5th September,2026 Mr. Mahesh Fogla & Mrs. Renu Lata Rajani members were added in the Committee and Mr. Chandrashekhar Bobra ceased to be the member of the committee w.e.f 29th July,2026.

Sr. No.	Type of meeting	Date of meeting (DD/MM/YYYY)	Total Number of Members as on the date of meeting	Attendance No.Number of members attended	Attendance % of attendance
1	Nomination & Remuneration Committee	12/05/2025	3	3	100
2	Nomination & Remuneration Committee	29/08/2025	3	3	100
3	Nomination & Remuneration Committee	07/03/2026	3	2	66.67

The terms of reference of the Committee are in accordance with the provisions of Section 178 of the Companies Act, 2013 and Rules made thereunder.

15. Policy on Directors Appointment and Remuneration and Other Details

In compliance with the requirements of Section 178 (3) of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, 2015, the Company has laid down a Nomination and Remuneration Policy which has been uploaded on the Companys website. The web-link as required under the Companies Act, 2013 is as under https://mohinihealthandhygiene.com/wp-content/uploads/Nomination-and-Remuneration-Policy.pdf

The salient features of the NRC Policy areas under:

1. Setting out the objectives of the Policy

2. Definitions for the purposes of the Policy

3. Policy for appointment and removal of Director, KMP and Senior Management

4. Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other employees

5. Remuneration to Non-Executive / Independent Director

6. Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of Mr. Chandrashekhar Bobra as Chairperson and Mr. Avnish Bansal and Mr. Saravapriya Bansal as members. During the year under review, the Committee met 1(one) times on March 07, 2026. The Committee is reconstituted on 5th September,2026 Mrs. Renu Lata Rajani were added as member in the Committee and Mr. Chandrashekhar Bobra ceased to be the member of the committee w.e.f 29th July,2026.

Sr. No.	Type of meeting	Date of meeting (DD/MM/YYYY)	Total Number of Members as on the date of meeting	Attendance No.Number of members attended	Attendance % of attendance
1	Stakeholders Relationship Committee	07-03-2026	3	3	100

The terms of reference of the Committee are in accordance with the provisions of Section 178 of the Companies Act, 2013 and Rules made there under.

17. Corporate Social Responsibility (CSR)

17.1 Corporate Social Responsibility (CSR) Committee

The Corporate Social Relationship Committee consists of Mr. Chandrashekhar Bobra as Chairman and Mr. Sarvapriya Nirmalesh Bansal and Mrs. Parul Bansal as members. During the year under review, the Committee met 2(Two) times. The Committee is reconstituted on 5th September,2026 Mrs. Renu Lata Rajani were added as member in the Committee and Mr. Chandrashekhar Bobra ceased to be the member of the committee w.e.f 29th July,2026.

Sr. No.	Type of meeting	Date of meeting (DD/MM/YYYY)	Total Number of Members as on the date of meeting	Attendance No.Number of members attended	Attendance % of attendance
1	Corporate Social Relationship Committee	30/08/2025	3	3	100
2	Corporate Social Relationship Committee	07/03/2026	3	2	66.67

The terms of reference of the Committee are in accordance with the provisions of Section 135 of the Companies Act, 2013 and Rules made there under.

17.2 Details of Policy developed and implemented by the Company on its Corporate Social Responsibility initiatives

In compliance with requirements of Section 135 of the Companies Act, 2013, the Company has laid down a CSR Policy to provide benefit to the weaker section of the Society. The report on CSR activities carried out during the financial year ended 31st March, 2026 in the form as prescribed under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as ‘Annexure II

Shareholders Meeting: During the year the Company has called two Shareholders meeting.

1. Annual General Meeting held on 30-09-2025 (All resolution were approved by members of the Company)

2. Extra ordinary General meeting hold on 20-06-2025 (All resolution were approved by members of the Company)

3. Directors Responsibility Statement

In terms of provisions of Section 134 (5) of the Companies Act, 2013, the Board of Directors hereby confirm that:-

i. In the preparation of the Annual Accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies as listed in financial statements 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 the affairs of the Company at the end of the financial year as on March 31, 2026 and of the profit of the Company for that period;

iii. The Directors 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. The Directors have prepared the Annual Accounts on a going-concern basis;

v. 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; and

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

4. Declaration of Independence

Mr. Mukesh Vyas, Mr. Mukul Jain, Mr. Chandrashekhar Bobra and Mr. Mahesh Fogla are Independent Directors of the Company. The Company has received declarations / confirmations from all the Independent Directors of the Company as required under Section 149(7) of the Companies Act, 2013, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Certificate under Regulation 34(3) of the Listing Regulations received from CS Nilam Binjwa is attached in Annexure VII

5. Auditors

20.1 Statutory Auditor & their Report

The Members of the Company had, at their 12th AGM held on September 30, 2021, appointed M/s Mahesh C. Solanki & Co. (FRN: 006228C) as the Statutory Auditor of the Company to hold office for a term of five years commencing from the conclusion of the 12th AGM up to the conclusion of 17th AGM of the Company to be held in the year 2026.

The tenure of M/s Mahesh C. Solanki & Co. (FRN: 006228C) as Statutory Auditors of the Company has been completed in accordance with the provisions of Section 139 of the Companies Act, 2013

Accordingly, the Board of Directors, based on the recommendation of the Audit Committee, has proposed the re-appointment of M/s Mahesh C. Solanki & Co. (FRN: 006228C) as the Statutory Auditors of the Company for second term

The appointment of M/s Mahesh C. Solanki & Co. (FRN: 006228C), shall be subject to the approval of the Members at the ensuing Annual General Meeting and shall be for a term of five consecutive years, from the conclusion of the ensuing 17th Annual General Meeting until the conclusion of the 22nd Annual General Meeting to be held in the year 2031, as may be applicable under the Companies Act, 2013.

The Company has received the necessary consent and eligibility certificate from M/s Mahesh C. Solanki & Co. (FRN: 006228C) Chartered Accountants, confirming that their appointment, if made, shall be in accordance with the provisions of Sections 139 and 141 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder.

The Board recommends the appointment of M/s Mahesh C. Solanki & Co. (FRN: 006228C), Chartered Accountants, as the Statutory Auditors of the Company, for approval of the Members at the ensuing 17th Annual General Meeting.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report does not contain any qualification, reservation or adverse remark.

20.2 Secretarial Auditor & their Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board in its meeting held on May 12, 2025 has appointed Ms. Neelam Binjwa, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2025-26.

The appointment of Ms. Neelam Binjwa, Practicing Company Secretary, shall be subject to the approval of the Members at the ensuing Annual General Meeting and shall be for a term of five consecutive years from 2026-27 to 2030-31, as may be applicable under the Companies Act, 2013.

The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed herewith marked as ‘Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

20.3 Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board in its meeting held on May 29, 2025 has appointed M/s Ashok Chhajed & Associates, Chartered Accountant firm as an Internal Auditor of the Company to conduct Internal Audit of records and documents of the Company for the financial year 2025-26. After completion of tenure of existing Internal Auditor M/s Ashok Chhajed & Associates, the Board has appointed peer reviewed firm M/s Jain S. P. & Co. firm having registration no. 023855C as an Internal Auditor at their meeting held on 1st May, 2026

21. Loans, guarantees or investments

The Particulars of loans, investments or guarantees have been disclosed in the financial statements and the Company has duly complied with Section 186 of the Companies Act, 2013 in relation to Loans, Investment and Guarantee during the financial year 2025-26.

During the year under review the Company has given loan to any person or other body corporate, gave guarantee or provided security in connection with a loan to any other body corporate or person and acquired by way of subscription, purchase or otherwise, the securities of any other body corporate as detailed below.

Corporate Identity Number (CIN) or Foreign Company Registration Number (FCRN) or Limited Liability Partnership number (LLPIN) or Foreign Limited Liability Partnership number (FLLPIN) or Permanent Account Number (PAN)/Passport for individuals or registration number

	U24100MP2022PTC061630	AAHTM0869Q
Name of the Party	MOHINI ACTIVE LIFE PRIVATE LIMITED	MOHINI EMPLOYEE WELFARE TRUST
Type of person (Individual / Entity)	Wholly owned Subsidiary	Employee Welfare Trust under ESOP scheme.
Nature of transaction	Advances for plant & building	Loan
In case of loan, rate of interest would be enquired	NA	NA
Brief on the transaction	Advances for Plant & Building	Advances for purchase of Share under ESOP Scheme.
Amount in Rs. (In lakhs)	973.50	0.50
Date of passing Board resolution (DD/MM/YYYY)	02-09-2023	24-08-2020
Whether the threshold of 60% of paid-up share capital, free reserves and securities premium account or 100% of its free reserves and securities premium account breached?	No	No
Whether the transaction falls under the purview of proviso to Section 186(3) and Company is not required to pass Special Resolution The loan or guarantee is given or where a security has been provided to its wholly owned subsidiary company or a joint venture company, or acquisition is made by a holding company, by way of subscription, purchase or otherwise of, the securities of its wholly owned subsidiary company, the requirement of this sub-section shall not apply:	Yes	NA
SRN of MGT-14	-	R65530149

22. Related Party Transactions

Related party transactions that were entered into during the financial year were on arms length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company.

There are no material related party transactions which are not in ordinary course of business or which are not on arms length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. AOC-2 is enclosed as Annexure- IA

The Board has approved a policy for related party transactions which has been uploaded on the Companys website. The web-link as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under: https://mohinihealthandhygiene.com/wp-content/uploads/Policy-on-Related-Party-transaction_29052025_MHHL.pdf

Suitable disclosures as required under AS-18 have been made in the Note No 36 of the financial statements.

23. Employee Stock Purchase Scheme

The Board of Directors and the Shareholders of the Company have approved the ‘Mohini Employee Stock Purchase Scheme 2020 (‘Scheme) in their Board Meeting & Members meeting held on 24th August, 2020 and 29th September 2020 respectively. This scheme is effective from 29th September 2020. Pursuant to the Scheme, the Company has, constituted Mohini Employee Welfare Trust (‘Trust) to acquire, hold and allocate/transfer equity shares of the Company to eligible employees from time to time on the terms and conditions specified under the Scheme. During the year under review the trust hold 1,84,500 Companys equity shares. The disclosure in terms of Section 67 of the Act read with Rule 16 of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

The Disclosure as per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 has been annexed herewith as Annexure VI and also on the website of the Company under the following link: https://mohinihealthandhygiene.com/investor_relations/annual-reports/

24. Conservation of energy, technology absorption, foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, is annexed herewith as ‘Annexure IV.

25. Risk management policy of the Company

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

26. Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committees.

27. Board of Directors and Key Managerial Personnel

Directors Appointment & Cessation

Reappointment of Mr. Avnish Sarvapriya Bansal (DIN: 02666814) as a Managing Director w.e.f 23rd January, 2025 as recommended by Nomination & Remuneration Committee Meeting, Audit Committee Meeting & Board Meeting at their meeting held on 21st January, 2025 and Special resolution was passed at the Extra Ordinary General Meeting held on 20th June, 2025

Reappointment of Mr. Sarvapriya Bansal (DIN: 02540139) as a Whole time Director for further three years w.e.f. 29th August, 2025 as recommended by the Nomination & Remuneration Committee Meeting, Audit Committee Meeting and Board Meeting held on 12th May, 2025. And subsequent special resolution was passed at the Extra Ordinary General Meeting held on 20th June, 2025.

Reappointment of Mrs. Parul Bansal (DIN: 06856466) as a Whole time Director for further three years w.e.f. 29th August, 2025 as recommended by the Nomination & Remuneration Committee Meeting, Audit Committee Meeting and Board Meeting held on 12th May, 2025 and subsequent special resolution was passed at the Extra Ordinary General Meeting held on 20th June, 2025.

Reappointment of Mr. Viral Patel (DIN: 09662042) as a Director for further one year w.e.f. 29th August, 2025 as recommended by the Nomination & Remuneration Committee Meeting at their meeting held on 29th August, 2025, Audit Committee Meeting and Board Meeting held on 30th August, 2025 subject to Members approval in the upcoming Annual General meeting. Mr. Viral Rohithai Patel (DIN: 09662042) ceased from the office of Professional Executive Director w.e.f. 29th August, 2026 due to completion of his tenure.

Mr. Chandrashekhar Bobra (DIN: 00209498) ceased to be an Independent Director w.e.f 29th July, 2026 due to his personal & professional commitments.

Key Managerial Personnel Appointment & Cessation

Mr. Anil kumar Singhania ceased to be a Chief Financial Officer & KMP of the Company w.e.f 1st August, 2026 due to preoccupation.

Mr. Sachin Patangiya is appointed as a Chief Financial Officer & KMP with effect from 1st August, 2026.

Other than this there were no change in KMP during the year.

Directors Liable to Retire by Rotation and Being Eligible Offer themselves for Re-Appointment

In accordance with Articles of Association of the Company and the Companies Act, 2013, one-third of the total Directors, other than Independent Directors of the Company, retire by rotation at every Annual General Meeting and accordingly, Mr. Sarvapriya Bansal (DIN:02540139) Director shall retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. Mrs. Parul Bansal(DIN:06856466) shall retire by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for reappointment.

The Company has received declaration from all the Independent Directors of the Company confirming their registration with the databank of Independent Directors as notified by Ministry Of Corporate Affairs and also that they meet the criteria of independence as prescribed under the Companies Act, 2013(Act) and SEBI (LODR) Regulations, 2015.

Review of performance of the Board

The Company has duly approved Nomination and Remuneration Policy prescribing inter-alia the criteria for appointment, remuneration and performance evaluation of the directors. As mandated by Section 134 & 178 read with Schedule IV of the Act and Regulation 25 of the SEBI (LODR) Regulations, 2015 as applicable on the Company, the Independent Directors in their separate meeting held on March 7, 2026 have reviewed the performance of Non-Independent Directors, Chairperson and Board as a whole along with review of quality, quantity and timeliness of flow of information between Board and management and expressed their satisfaction over the same.

Furthermore, Board is of the opinion that Independent directors of the company are persons of high repute, integrity & possess the relevant expertise & experience in their respective fields.

The Certificate of Non-Disqualification of Directors (Pursuant to Regulation 34(3) and clause (10)(i) of Para C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) is hereby received from Secretarial Auditor CS Neelam Binjwa is attached as Annexure VI

Composition of Board of Directors

Details of Board of Directors and Key Managerial Personnel (KMP) of the Company is as follows:

Name	Designation	Date of Appointment & Cessation
Mr. Sarvapriya Bansal	Whole-time Director	Appointment w.e.f. 24thJune, 2009. Change in designation on 30thSeptember, 2022 reappointment from 29th August,2025
Mr. Avnish Sarvapriya Bansal	Managing Director	Appointment w.e.f. 24thJune, 2009. Reappointment from 23rd January,2025.
Mrs. Parul Bansal	Whole –time Director	Appointment w.e.f. 31stJanuary, 2017. Change in designation on 30thSeptember, 2022 reappointment from 29th August,2025
Mr. Viral Patel	Executive Director	Appointment w.e.f. 29th August, 2022 Cessation w.e.f 29th August,2026.
Mr. Mukesh Vyas	Non-Executive Independent Director	Appointment 30th August, 2019 and Reappointment w.e.f. 29th August, 2022
Mr. Mukul Jain	Non-Executive Independent Director	Appointment w.e.f. 29th August, 2022
Mr. Mahesh Fogla	Non-Executive Independent Director	Appointment w.e.f. 29th August, 2022
Mr. Chandrashekhar Bobra	Non-Executive Independent Director	Appointment w.e.f. 29th August, 2022 cessation w.e.f 29th July,2026
Mrs. Arnika Jain	Company Secretary	28th March, 2019
Mr. Anil Kumar Singhania	CFO	Appointment w.e.f. 2nd September, 2023 cessation w.e.f 1st August,2026
Mr. Sachin Patangiya	CFO	Appointment w.e.f 1st August,2026

28. Internal Financial Control

Your Company has well defined and adequate internal controls and procedures, commensurate with its size and nature of its operations. The Companys internal control procedures which includes internal financial controls; ensure effective compliance with various policies, practices and statutes keeping in view the organizations pace of growth and increasing complexity of operations. The internal auditors team carries out extensive audits throughout the year and submits its reports to the Audit Committee of the Board of Directors.

29. Disclosure on establishment of a Vigil Mechanism

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or Whistle Blower Policy for directors, employees and other stakeholders to report genuine concerns has been established. The same is uploaded on the website of the Company and the web-link is https://mohinihealthandhygiene.com/wp-content/uploads/Vigil-Mechanism.pdf

30. Employees compliances:

a. Particulars of employees and related disclosures

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosures pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014has been appended as ‘Annexure V of this Report.

b. Prevention of Sexual Harassment at Workplace

Mohini is committed to provide an environment that supports all employees to work together with openness and trust and in ways that demonstrate respect, value differences and has Zero tolerance for Sexual Harassment. In compliance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder, the Company has implemented a comprehensive ‘Anti-Harassment Policy includes any unwelcome behaviour that creates a hostile work environment. This includes sexual harassment, bullying, and other forms of harassment. which is gender-neutral, covering all the employees, contractors, vendors, and visitors, and covers all work-related settings and communications at all its offices The Company has constituted Internal Committees comprising internal and external members. with relevant experience to address complaints of sexual harassment in a timely and confidential manner. Further, awareness programs and training sessions are periodically conducted across its locations to sensitise employees and promote a culture of dignity and respect at the workplace.

Sr. No.	Particulars
1	Number of Sexual Harassment Complaints Received	0
2	Number of Sexual Harassment Complaints disposed off	0
3	Number of Sexual Harassment Complaints pending beyond 90 days.	0

c. Statement That company has complied with Maternity Benefit Act.

At Mohini we support and safeguard the health, well-being, and financial security of our women employees during maternity, in compliance with the Maternity Benefit Act, 1961 (as amended in 2017). This policy applies to all full-time female employees of Mohini Health & Hygiene Limited who have completed at least 80 days of service in the 12 months preceding the expected date of delivery. The Company has detailed policy on Maternity Benefit Act.

d. Number of Employees as on the closure of Financial Year- 211

1. Male 160

2. Female- 51

3. Transgender- 0

4. Corporate Governance

The equity shares of the Company are listed on Emerge Platform of National Stock Exchange of India Limited (NSE).As per Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Para C of Schedule V relating to Corporate Governance Report, shall not apply to Companies listed on SME Exchange. Hence, report on Corporate Governance does not form part of this Annual Report.

5. Management Discussion and Analysis Report

The Report on Management Discussion and Analysis for the Financial Year ended March 31, 2026 is annexed as ‘Annexure IX to this Report.

6. Listing of Securities

The equity shares of the Company are listed on Emerge Platform of NSE with security symbol ‘MHHL. The Company has paid the annual listing fees to NSE and annual custody fees to NSDL and CDSL.

7. Other statutory disclosures and information

34.1. There have been no material changes/commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date on report;

34.2. During the year under review, the Company has not accepted the deposit from the public under section 73 to 76 of the Companies Act, 2013 and the rules made there under;

34.3. During the year, there is no fraud which has been reported to the Audit Committee / Board.

34.4. Pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, business responsibility report is not applicable to your Company for the financial year ending March 31, 2026.

34.5. The Company has approved the Mohini Employee Stock Purchase Scheme 2020 and also made provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

34.6. No fraud has been reported by the Auditors to the Audit Committee or the Board;

34.7. No significant or material orders were passed by the Regulators or courts or tribunals which impact the going concern status and Companys operations in future;

34.8. There have been no instances of any revision in the Board Report or the financial statement, hence disclosure under Section 131(1) of the Companies Act, 2013 is not required;

34.9. The Company has not paid any commission to any of its Directors and hence, provision of disclosure of commission paid to any Director as mentioned in Section 197(14) of the Companies Act, 2013 is not applicable;

34.10. The Company has not issued (a) any shares with differential voting rights (b) Sweat Equity shares (c) shares under any Employee stock option scheme, hence no disclosures are required to be made as per the Companies (Share Capital and Debentures) Rules, 2014;

34.11. The Central Government has not prescribed the maintenance of cost records by the Company under Section 148(1) of the Companies Act, 2013 for any of its products; and

34.12. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment.

8. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and their status

There are no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year

9. Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking loans from the Banks or Financial Institution along with the reasons thereof.

There are no such events occurred during the period from April 01, 2025 to March 31, 2026, thus no valuation is carried out for the one-time settlement with the Banks or Financial Institutions.

10. Acknowledgment

The Directors thank all the shareholders, customers, dealers, suppliers, bankers, financial institutions and all other business associates for their continued support to the Company and the confidence reposed in its Management. The Directors also thank the Government authorities for their understanding and co-operation.

The Directors wish to record their sincere appreciation of the significant contribution made by the employees of the Company at all levels to its profitable and successful operations.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF

MOHINI HEALTH & HYGIENE LIMITED

Sd/-

MR. AVNISH SARVAPRIYA BANSAL

MANAGING DIRECTOR

DIN: 02666814

Sd/-

MR. SARVAPRIYA BANSAL

WHOLETIME DIRECTOR

DIN: 02540139