Mohini Health & Hygiene Ltd Directors Report

To

The Members,

Your Directors are pleased to present the 16th 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 31,2025. The financial highlights for the year are given below:

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

PARTICULARS	STANDALONE		CONSOLIDATED
Particulars	Year Ended March 31, 2025	Year Ended March 31, 2024	Year Ended March 31, 2025	Year Ended March 31, 2024
Revenue from operation and other income	17,866.53	20,761.64	17,869.58	20756.31
Expenses (including depreciation & amortization expenses)	16,372.80	19,421.78	16,383.57	19422.53
Profit before exceptional and extraordinary items and tax	1493.73	1,339.86	1486.01	1333.78
Profit/(Loss) before tax	856.51	1,339.86	848.79	1333.78
Tax Expenses :
• Current Tax	305.97	281.04	306.87	281.13
• Deferred Tax	(27.62)	(16.53)	(28.44)	(16.43)
• Earlier year Taxes	(14.90)	-	(14.90)	-
Profit from the period from continuing Operations	593.06	1,075.35	585.26	1075.16
Minority share in Post Acquisition Profit /loss
Profit for the Period	593.06	1,075.35	585.26	1075.16

The Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2025 have been prepared in accordance with the Indian Accounting Standard (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

2. State of Companys affairs and future outlook:

The financial year 2024-25 was marked by both opportunities and challenges. Despite a dynamic market environment, Mohini Health and Hygiene Limited demonstrated resilience and commitment to sustainable growth.

• Revenue from Operations and Other Income: The Company achieved a revenue of 17,866.53 lakhs from

operations and other income. As there 13.94 % decrease in revenue compared to the previous financial year. This decline can be attributed to several factors, like decline in the sales price of the finished products as well as Raw Material Prices and Sales cut off in line with the accounting standard "Revenue Recognition" for the goods exported which is in transit. Despite this, our core business remains strong, and we are implementing strategies to regain growth momentum.

¦ Expenses: Total expenses, including depreciation and amortization, stood at 16,372.80 lakhs. This marks a significant reduction from 19,421.78 lakhs in the previous financial year, representing approximately a 15.7% decrease. This reduction is primarily due to decrease in the cost of

material consumed and prudent cost management and optimization initiatives across various operational areas, including procurement, manufacturing efficiencies, and administrative overheads. The Company maintained a vigilant approach to cost management while ensuring necessary investments for future growth.

• Profit Before Exceptional and Extraordinary Items and Tax: Our operational efficiency translated into a profit of 1,493.73 lakhs before considering exceptional and extraordinary items and tax, indicating healthy core business performance.

• Profit/(Loss) Before Tax: The profit before tax for the period was 856.51 lakhs. This figure reflects the impact of various factors, including any exceptional or extraordinary items waive off insurance claim receivable.

• Profit for the Period: The net profit for the period stood at 593.06 lakhs. This is a testament to our strategic initiatives and the dedication of our team.

Overall, the financial results demonstrate our ability to generate healthy revenues and maintain profitability in a competitive landscape. The positive net profit for the period underscores our solid financial footing.

During the year, we focused on enhancing our product portfolio, strengthening our distribution network, and optimizing our manufacturing processes. Our commitment to quality and innovation remained paramount, enabling us to meet evolving consumer demands and reinforce brand loyalty. The health and hygiene sector is poised for significant growth, driven by increasing health awareness, changing lifestyles, and a greater emphasis on personal and public hygiene. Mohini Health and Hygiene Limited is strategically positioned to capitalize on these trends.

Our key focus areas for the upcoming year include:

• Market Expansion: Exploring new geographical markets and strengthening our presence in existing ones through deeper penetration and wider distribution channels.

• Product Innovation: Continuing to invest in R&D to introduce new, innovative, and eco-friendly products that align with consumer preferences and regulatory standards.

• Operational Excellence: Further optimizing our supply chain and manufacturing processes to enhance efficiency, reduce costs, and improve responsiveness to market demands.

• Digital Transformation: Leveraging technology to improve customer engagement, streamline internal operations, and enhance data-driven decision-making.

We anticipate continued growth in the health and hygiene segment and are confident in our ability to navigate potential economic fluctuations. Our robust business model, strong brand equity, and dedicated team provide a solid foundation for future success. We are committed to delivering sustainable value to our shareholders, customers, and all stakeholders.

Sustainability Initiatives:

Sustainability will continue to be integrated into our business practices. We are committed to reducing our environmental footprint through eco-friendly product designs and sustainable sourcing practices.

Financial Performance:

Our objective is to maintain strong financial performance with sustainable profitability. We will prioritize prudent financial management and capital allocation to support long-term growth objectives.

Our Company is well-positioned to capitalize on opportunities in the health and hygiene sector. Our robust financial performance, strategic initiatives, and commitment to innovation and sustainability provide a solid foundation for sustainable growth and value creation for our stakeholders.Now the Company is mainly focused on efficient products with effective services and quality standards are of utmost importance. We are continuously striving to grow by expanding the market base, by introducing the best quality Surgical & Hygiene Products, and by setting up high standards for the industry. This will not only uplift consumer satisfaction level to the next level but will also give a quality product in the market at competitive rates in addition to prompt services.

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

The company has increased its Authorised Capital to Rs. 25 Crores from 20 Crores at the Extra ordinary General Meeting Held on 06th February,2025. There was no change in the paid up capital of the company during the year.

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

5. Credit Rating

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

Facilities	Amount (Rs. in millions)	Rating
Fund-Based Working Capital Limits	300	IND BBB-/Stable/IND A3
Long-term/Term Loan	67.60	IND BBB-/Stable
Fund-Based Limits	92.91	IND BBB-/Stable

6. Amounts transferred to reserves

During the year under review,Profit of Rs.593.06 lakh has been transferred to the General Reserves.

7. Dividend

For the year under consideration, the Board of Directors does not recommended dividend due to conservation of resources and long-term objective of growth. The Members has approved the payment of dividend for the Financial year 2023-2024 in the last AGM. The Dividend was duly paid by the Company.

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

No material changes and commitments affecting the financial position of the Company occurredbetween the end of the financial year of the company to which thefinancial statement relates and the date of the report Except the Company has altered its Memorandum of Association by inserting other object & Altered the Articles of Association at their extra ordinary General Meeting held on 20th June,2025

9. Transfer of unclaimed dividend to investor education and protection fund

The provisions of Section 125(2) of the Companies Act, 2013do 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. Subsidiary Company& Associate Company Subsidiary Company

The Company has its wholly owned subsidiary Mohini Active Life Private Limited incorporated on 30thJune, 2022. The company has not started its business yet.

Associate Company

The Company has one Associate Company Mohini Hygiene Care Products Private Limited incorporated on 15thJune, 2020. 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 Companyhave 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 c o n t r i b u t i o n t o

overall performance of the companies during the financial year 2024-2025

Sr. Name of No. 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	0.32	0.05%
Mohini Hygiene Care Products Private Limited	Associate Company	-08.20	-1.40%

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-retum/

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 Pithampurand 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	% of attendance
1	29-05-2024	8	8	100
2	24-08-2024	8	8	100
3	13-11-2024	8	4	50
4	10-01-2025	8	7	87.5
5	21-01-2025	8	5	62.5
6	28-03-2025	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 Committeecomprises ofMr. Mukesh Vyas as a chairman, Mr. Mahesh Fogla

, Mr. Mukul Jain and Mr. Sarvapriya Bansal as members. During the year under review, the Committee met6 (Six) 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	% of attendance
1 Audit Committee	29-05-2024	4	4	100
2 Audit Committee	24-08-2024	4	3	75
3 Audit Committee	13-11-2024	4	3	75
4 Audit Committee	10-01-2025	4	4	100
5 Audit Committee	21-01-2025	4	3	75
6 Audit Committee	28-03-2025	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 Vyasas a Chairman and Mr. Mukul Jain and Mr. Chandrashekhar Bobra as members.

Sr. Type of meeting No.	Date of meeting (DD/MM/YYYY)	Total Number of Members as on the date of meeting	Attendance
			No.Number of members attended	% of attendance
1 Nomination & Remuneration Committee	21-01-2025	3	2	66.66667
2 Nomination & Remuneration Committee	28-03-2025	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 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 beenuploaded 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

16. 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 28, 2025

Sr. Type of meeting No.	Date of meeting (DD/MM/YYYY)	Total Number of Members as on the date of meeting	Attendance
			No.Number of members attended	% of attendance
1 Stakeholders Relationship Committee	28-03-2025	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. SarvapriyaNirmalesh Bansal and Mrs. Parul Bansalas members. During the year under review, the Committee met 1 (One) time on August 24,2024

Sr. Type of meeting No.	Date of meeting (DD/MM/YYYY)	Total Number of Members as on the date of meeting	Attendance
			No.Number of members attended	% of attendance
1 Corporate Social Relationship Committee	24-08-2025	3	3	100

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, 2025 in the formas 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 hold on 28-09-2024 (All resolution were unanimously approved by members of the Company)

2. Extra ordinary General meeting hold on 06-02-2025 (All resolution were unanimously approved by members of the Company) but the company has not acted on the resolution passed for preferential allotment.

18. Directors Responsibility Statement

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

i. In the preparation of the Annual Accounts for the financial year ended March 31,2025, 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, 2025and 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- concernbasis;

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.

19. Declarationof 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

20. 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 17thAGM of the Company to be held in the year 2026.

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 except The Company has booked insurance claim receivable amounting to Rs. 2,503.73 lakhs as on 31 March, 2024 out of which Rs. 618.48 Lakhs has been booked as loss during the financial year 2024-25. We are unable to comment on appropriateness of assumption taken for booking of insurance claim which is still under process with the insurance company and consequential impact, if any that may arise from this matter The Comments on the qualifications in the Auditors Report on the financial statements of the Company for financial year 2024-25 are provided in the "Statement on Impact of Audit Qualifications" which is annexed as Annexure VIII and forms part of this report.

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 Boardin its meeting held on May29, 2024 has appointed Ms. Neelam Binjwa, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended March 31, 2025 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 May29, 2024 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 2024-25.

21. Loans, guarantees or investments

The Particulars of loans, investments or guarantees have beendisclosed in the financial statements and the Company has

dulycomplied with Section 186 of the Companies Act, 2013 in relationto Loans, Investment and Guarantee during the financial year2024-25. 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	Advancesfor Plant & Building	Advances for purchase of Share under ESOP
Amount in Rs.	64700000	468000
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

22. Related Party Transactions

Related party transactions that were entered into during the financial year were on arms length basisand 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

requiredunder 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 36of the financial statements.

23. Employee Stock Purchase Scheme

The Board of Directors and the Shareholders of the Companyhave approved the Mohini Employee Stock Purchase Scheme 2020 (Scheme) in their Board Meeting & Members meeting held on_24th August,2020and 29th September 2020 respectively. This scheme is effectivefrom 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 theCompany to eligible employees from time to time on the termsand conditions specified under the Scheme. During the year under review the trust hold 184500 Companys equity shares. The trust sold 49500 Shares during the year under review, The disclosure in terms of Section 67 of the Act read with Rule 16of 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 Viand 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 asAnnexureiV.

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 as a Managing Director w.e.f 23rd January,2025 as recommendedby 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. Savrapriya Bansal 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 OrdinaryGeneral Meeting held on 20th June,2025.

Reappointment of Mrs. Parul Bansal 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 OrdinaryGeneral Meeting held on 20th June,2025.

Reappointment of Mr. Viral Patel as a Director for further one years 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.

Key Managerial Personnel Appointment & Cessation

There were no change in KMP during the year.

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

IIn 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. AvnishSarvapriyaBansal (DIN:02666814) Director shall retire by rotationat the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. Mr. Viral Patel (DIN:09662042) shall retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

The Company has received declaration from all the IndependentDirectors of the Company confirming their registration withthe databank of Independent Directors as notified by MinistryOf Corporate Affairs and also that they meet the criteria ofindependence 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 28, 2025 have reviewed the performance of Non-Independent Directors, Chairperson and Board as a whole alongwith 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 AnnexureVI

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
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
Mrs. Arnika Jain	Company Secretary	28th March, 2019
Mr. Anil Kumar Singhania	CFO	Appointment w.e.f. 2nd September, 2023

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 asAnnexure 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 workenvironment. 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. Particulars No.
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 employeesduring 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- 230

1. Male -185

2. Female-45

3. Transgender- 0

31. 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.

32. Management Discussion and Analysis Report

The Report on Management Discussion and Analysis for the Financial Year ended March 31,2025 is annexed as Annexure IX to this Report.

33. 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.

34. 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, 2025.

34.5. The Company has approved theMohini Employee Stock Purchase Scheme 2020 andalso madeprovision 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;

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.

35. Details of application made or any proceeding pending underthe Insolvency and Bankruptcy Code, 2016 (31 of 2016) andtheir status

There are no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of2016) during the year

36. 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 of2016) during the year

37. 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.