Womancart Ltd Directors Report

To The Members,

Womancart Limited

Your Directors have pleasure in presenting the 08^th Board Report of the Company with the Audited Financial Statements for the year ended 31^st March, 2026.

Financial Highlights / State of Company Affairs

The Financial results of your Company for the financial year ended March 31, 2026 is summarized below:

(Amount in Lacs)

Particulars	Year ended March 31, 2026	Year ended March 31, 2025	Year ended March 31, 2026	Year ended March 31, 2025
	Consolidated)	(Consolidated)	(Standalone)	(Standalone)
Total Income	13546.71	6024.61	10236.36	5162.45
Total Expenses	12336.02	5174.22	9683.36	4671.84
Profit/(Loss) Before Tax	1210.70	850.39	553.00	490.61
Less: Tax Expense	399.30	131.48	220.53	37.80
Profit/(Loss)After Tax (considering Minority Interest & Profit from Associates)	811.40	718.22	332.47	452.81

Notes: -

1) The above figures are extracted from the Standalone and Consolidated Financial Statements prepared as per Accounting Standards (AS).

1. FINANCIAL PERFORMANCE

a) Consolidated Performance

During the year under review, the consolidated income of the Company is 13546.71 Lakhs against 6024.61 Lakhs in the previous year and the consolidated net profit after tax is 811.39 Lakhs against 718.22 Lakhs in the previous year.

b) Standalone Performance

During the year under review, the standalone income of the Company is 10236.36 Lakhs against 5162.45 Lakhs in the previous year. The standalone net profit after tax is 332.47 Lakhs against 452.81 Lakhs in the previous year.

2. DIVIDEND

The dividend policy for the year under review has been formulated taking into consideration of growth of the company and to conserve resources, the Directors do not recommend any dividend for year ended 31^st March, 2026. Also, there has been no transfer to general reserves and the Company would like to retain its profit this year to strengthen its business.

Further, during the year under review, the Company did not have any funds lying unpaid or unclaimed for a period of seven (7) years. Accordingly, there were no amounts required to be transferred to the Investor Education and Protection Fund (IEPF) in terms of Section 124(5) of the Companies Act, 2013.

In line with the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, the Company was not required to file any forms with the Ministry of Corporate Affairs during the year, as no such transfer or related activity arose.

3. TRANSFER TO RESERVES

During the financial year, the Company has not transferred any amount to the general reserve. The closing balance of the retained earnings of your Company for FY 2024-25, after all appropriations and adjustments, reserve and surplus was 84,76,99,000.

4. Share Capital:

Authorized Share Capital:

The Authorised Share Capital of the Company is 10,00,00,000/- (Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore) equity shares of 10/- (Rupees Ten) as on 31^st March, 2026.

Issued and Paid Up Share Capital:

The Company has paid-up share capital of 8,21,28,000 (Rupees Eight Crores Twenty One Lakhs Twenty Eight Thousand Only) divided into 82,12,800 (Eighty Two Lacs Twelve Thousand Eight hundred only) Equity Shares of 10/- (Rupees Ten Only) each, as on date of the report.

Changes in Share Capital:

i. Increase in Paid up Share Capital:

The Company has issued 2,33,400 Equity Shares at Rs. 326/-Securities on preferential basis. Further, the Company has allotted 2,33,400 Equity Shares during the financial year ended 31^st March, 2026 and also converted 36,000 Warrants to Shares.

Further, the Company has allotted 18,88,200 Equity Shares from conversion of Share Warrants out of 26,18,600 Share Warrants on 13/06/2025, 09/09/2025, 27/11/2025, 23/12/2025, 29/12/2025, 30/12/2025, 31/12/2025 02/01/2026, 03/01/2026 & 14/01/2026 as on 31^st March, 2026. Further the Company has converted 36,000 Share Warrants and made allotment on 26/12/2025.

5. SUBSIDIARIES AND ASSOCIATES COMPANIES..

On March 31, 2026, the Company has five subsidiaries and 1 Associate Company there are no joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013. A report on the performance and financial position of subsidiary for the financial year ended March 31, 2026 in prescribed Form AOC -1 as per the Companies Act, 2013 is set out in Annexure- 1 and forms an integral part of this Annual Report. The Annual Financial Statements of the subsidiary is available under investors section on the website of the Company at www.womancart.in

The Company has formulated a policy for determining material subsidiaries. The said policy is also available on the website of the Company at www.womancart.in

Further, during the year under review, no Company has become or ceased to a joint venture or associate of the Company.

The consolidated financial statements of the Company, its subsidiaries and Joint Ventures, prepared in accordance with applicable accounting standards, issued by the Institute of Chartered Accountants of India, forms part of this Annual Report. The Company will provide a copy of separate annual accounts in respect of each of its subsidiaries to any shareholder of the Company if so desired and said annual accounts will also be kept open for inspection at the Registered Office of the Company.

As on 31^st March 2026, the Company does not have any holding Company but has 3 Wholly Owned Subsidiaries, 2 Subsidiary and 1 Foreign Entity subject to 1 Associate Companies as at March 31, 2026 in terms of the Act which are as follows:

Name of Company	Associate Company / Joint Venture/Subsidiary Company
Varadda Overseas Private Limited	Subsidiary
MSV Beautyy Shop Private Limited	Subsidiary
MSV Retaail Fashion Private Limited	Wholly Owned Subsidiary
MSV Prompt Shop Private Limited	Wholly Owned Subsidiary
MSV E-Commerce Private Limited	Wholly Owned Subsidiary
Womancart Lifestyle General Trading-L.L.C-S.P.C.	Wholly Owned Subsidiary
Womancart Pty Limited	Associates

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

During the financial year 2025-26, there are following material changes which affect the financial position of the Company:

A. PREFERENTIAL ISSUE AND CONVERSION OF WARRANTS

The Company issued 4,30,000 (Four Lakh Thirty Thousand) Equity Shares of face value of 10/- (Rupees Ten only) each at an issue price of 326/- (Rupees Three Hundred Twenty-Six only) per Equity Share, including a securities premium of 316/- (Rupees Three Hundred Sixteen only) per Equity Share, on a preferential basis, in accordance with the applicable provisions of the Companies Act, 2013 and rules made thereunder.

Out of aforesaid issue, the Company allotted 2,44,200 (Two Lakh Forty-Four Thousand Two Hundred) Equity Shares during the financial year under review.

The Company allotted 18,88,200 (Eighteen Lakhs Eighty-Eight Thousand Two Hundred) Equity shares of 10/- each upon conversion of 18,88,200 (Eighteen Lakh Eighty-Eight Thousand Two Hundred) warrants, out of the 26,18,200 (Twenty-Six Lakh Eighteen Thousand Two Hundred) warrants issued by the Company in the previous financial year, at an issue price of 128/- per Equity Share including a securities premium of 118/- per Equity Share.

The Company allotted 36,000 (Thirty-Six Thousand) Equity Shares of 10/- each upon conversion of 36,000 (Thirty-Six Thousand) warrants, out of the 1,64,400 (One Lakh Sixty-Four Thousand Four Hundred) warrants issued by the Company in the previous financial year, at an issue price of 312/- per Equity Share, including a securities premium of 302/- per Equity Share. The aforesaid Equity Shares were allotted pursuant to the approval of the Board of Directors at its meeting held on December 23, 2025.

B. FORMATION OF FOREIGN SUBSIDIARY IN THE UEA.

On December 01, 2025, the Company incorporated a foreign subsidiary, WOMANCART LIFESTYLE GENERAL TRADING - L.L.C - S.P.C (Company Licence Number: CN-6275181), in the UAE. The subsidiary is registered in UEA. The Company holds a 100% equity stake in WOMANCART LIFESTYLE GENERAL TRADING - L.L.C - S.P.C, thereby retaining a controlling interest in the subsidiary. The incorporation of WOMANCART LIFESTYLE GENERAL TRADING - L.L.C - S.P.C is in line with the Companys strategic objective of expanding its international presence and strengthening its position in the European market. The subsidiary has been established to primarily undertake the distribution of the Companys beauty and personal care products, cosmetics, fashion and apparel, home and kitchen essentials, stationery, bags, and other lifestyle products, catering to customers across the UEA markets. Through this strategic initiative, the Company aims to expand its market reach, strengthen its distribution network, and capitalise on emerging business opportunities in the global beauty and personal care products industry.

7. EMPLOYEE STOCK OPTION PLAN

The Company has no stock option plan for the employees of the Company during the under review.

8. CHANGE IN MEMORANDUM AND ARTICLE OF ASSOCIATION

There was no change in the memorandum and article of association of the Company except the Object Clause of the Memorandum of Association of the Company was altered by adding new clauses, with the approval of the members at the Annual General Meeting held on September 30, 2025, in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

9. FINANCIAL POSITION OF EACH SUBSIDIARY COMPANY TO BE MENTIONED IN BOARD REPORT. 1. Varadda overseas Limited

Financial Highlights / State of Company Affairs

The Financial results of your Company for the financial year ended March 31, 2026 is summarized below:

(Amount in Lakhs)

Particulars	Year ended March 31, 2026	Year ended March 31, 2025
Total Income	4156.34	1022.80
Total Expenses	3620.65	837.63
Profit/(Loss) Before Tax	535.69	185.18
Less: Tax Expense	141.91	43.93
Profit/(Loss)After Tax (considering Minority Interest & Profit from Associates)	393.77	139.60

2. MSV Beautyy Shop Private Limited

Financial Highlights / State of Company Affairs

The Financial results of your Company for the financial year ended March 31, 2026 is summarized below:

(Amount in Lakhs)

	Year ended March 31, 2026	Year ended March 31, 2025
Particulars
Total Income	3580.95	1875.40
Total Expenses	3542.17	1799.46
Profit/(Loss) Before Tax	38.78	75.94
Less: Tax Expense	12.92	23.09
Profit/(Loss)After Tax (considering Minority Interest & Profit from Associates)	25.86	52.85

3. MSV Prompt Shop Private Limited

Financial Highlights / State of Company Affairs

The Financial results of your Company for the financial year ended March 31, 2026 is summarized below:

(Amount in Lakhs)

Particulars	Year ended March 31, 2026	Year ended March 31, 2025
Total Income	1825.82	627.83
Total Expenses	1789.07	597.01
Profit/(Loss) Before Tax	36.75	30.82
Less: Tax Expense	9.86	7.74
Profit/(Loss)After Tax (considering Minority Interest & Profit from Associates)	26.88	23.08

4. MSV E-Commerce Private Limited

Financial Highlights / State of Company Affairs

The Financial results of your Company for the financial year ended March 31, 2026 is summarized below:

(Amount in Lakhs)

	Year ended March 31, 2026	Year ended March 31, 2025
Particulars
Total Income	2024.96	796.87
Total Expenses	2005.19	753.71
Profit/(Loss) Before Tax	19.77	43.16
Less: Tax Expense	5.47	12.17
Profit/(Loss)After Tax (considering Minority Interest & Profit from Associates)	14.30	30.98

5. MSV Retaail Fashion Private Limited

Financial Highlights / State of Company Affairs

The Financial results of your Company for the financial year ended March 31, 2026 is summarized below:

(Amount in Lakhs)

Particulars	Year ended March 31, 2026	Year ended March 31, 2025
Total Income	3367.43	470.18
Total Expenses	3333.21	445.49
Profit/(Loss) Before Tax	34.21	24.68
Less: Tax Expense	8.61	5.1
Profit/(Loss)After Tax (considering Minority Interest & Profit from Associates)	25.60	19.58

Overall, the subsidiary companies continued to contribute to the consolidated operations of the Company during the financial year. The management remains focused on strengthening the performance of the subsidiaries, improving operational efficiencies and pursuing sustainable growth in the coming years.

10. EXPLANATION OR COMMENTS BY THE BOARD OF DIRECTORS ON EVERY QUALIFICATION,

RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITOR IN THE AUDIT REPORT. By the Statutory Auditor:

The Statutory Auditor Report does not contain any adverse remark that require comments/representation from the board of directors.

By the Secretarial Auditor:

The Secretarial Auditor Report does not contain any adverse remark that require comments/representation from the board of directors.

Further, The Board takes note of the observations made by the Secretarial Auditor. The Company has maintained the Structured Digital Database (SDD) in accordance with the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The instances referred to relate only to a delay in making certain requisite entries in the SDD and were procedural in nature. There was no instance of misuse or unauthorized dissemination of Unpublished Price Sensitive

Information (UPSI). The Company has strengthened its internal processes and controls to ensure that all requisite entries are made in the SDD within the prescribed timelines going forward.

With respect to the delay in filing of certain statutory forms with the Registrar of Companies, the Board states that the delays were procedural in nature and the requisite forms were subsequently filed with the applicable additional filing fees. The Company has taken necessary steps to strengthen its compliance monitoring mechanism and ensure timely filing of statutory forms within the prescribed timelines in future.

By the Internal Auditor

The Internal Auditor report does not contain any adverse remark that require comments/representation from the board of directors.

By the Cost Auditors:

Maintenance of cost records as specified by the Central Government under Section 148 (1) of the Act is not applicable to the Company.

11. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.

During the financial year under review, the Statutory Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees under sub-section (12) of Section 143 of the Companies Act, 2013, except for those which are required to be reported to the Central Government in the prescribed manner as per the Companies (Audit and Auditors) Rules, 2014. The Board of Directors hereby confirms that it has not received any such report from the Statutory Auditors and there have been no material instances of fraud noticed or reported during the year that require disclosure in this Report.

12. RISK MANAGEMENT POLICY

The board of directors of the company has adopted a risk management policy pursuant to the applicable provisions of the companies act, 2013 and relevant guidelines. The policy provides a structured and disciplined approach to identifying, assessing, mitigating, and monitoring various risks related to the companys operations and strategic objectives. It enables proactive management of risks across key functional areas including financial, operational, regulatory, technological, and reputational risks.

The risk management framework is periodically reviewed by the board to ensure its effectiveness and alignment with the evolving business environment.

Further details on the companys risk management initiatives, key identified risks, and mitigation strategies have been provided in the Management Discussion and Analysis (MD&A) section, which forms an integral part of the annual report.

13. DESIGNATED PERSON FOR REPORTING OF SIGNIFICANT BENEFICIAL OWNER

Pursuant to the notification issued by the Ministry of Corporate Affairs dated October 27, 2023, introducing Sub- Rules (4) to (8) in Rule 9 of the Companies (Management and Administration) Second Amendment Rules, 2023, every company is required to designate a person responsible for furnishing information to the Registrar with respect to beneficial interest in shares under Section 90 of the Companies Act, 2013 read with the Companies (Significant Beneficial Owners) Rules, 2018.

During the reporting period, the Company does not have any individual who holds beneficial interest, directly or indirectly, in such a manner so as to qualify as a Significant Beneficial Owner (SBO) under the aforesaid provisions. Accordingly, no SBO-related declarations, filings, or disclosures were required to be made by the Company during the financial year. In compliance with Rule 9(4) of the amended Rules, the Company has designated Mr. Madhu Sudan Pahwa Managing Director, as the responsible person for ensuring compliance with the SBO framework. But after the closure of the Financial Year,

14. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

15. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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, 2014 are provided in the prescribed format and annexed herewith as Annexure- 2 to this Report.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL a) Directors

- Mrs. Veena Pahwa (DIN: 06428798), Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") pursuant to the provisions of

Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and being eligible offers herself for reappointment.

An appropriate resolution for her re-appointment is being placed for the approval of the Members of the Company at the ensuing AGM.

A brief profile of Mrs. Veena Pahwa and other related information is detailed in the Notice convening the 08^th AGM of your Company.

Further, the following changes occur in composition of Board of Director at the date of report:

- Mr. Kunal Sharma (DIN: 11278921) was appointed as Director (Non-Executive & Independent Director) of the Company by the Board at their meeting held on 04^th September 2026.

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as the Listing Regulations. The Independent Directors have affirmed compliance to the Code of Conduct for Independent Directors as prescribed in Schedule IV to the Act.

In the opinion of the Board the Independent Directors of the Company are the person of integrity and possess requisite expertise, skills and experience (including the proficiency) required for their role as well as fulfil the conditions specified in Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as the Listing Regulations and are independent from Management.

The Independent Directors have also confirmed that they have registered their names in the Independent Directors databank with the Indian Institute of Corporate Affairs.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act and the Directors have made necessary disclosures under Section 184 and other relevant provisions of the Act.

b) Key Managerial Personnel

In accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel of the Company as on March 31, 2026.

1. Mr. Madhu Sudan Pahwa	Managing Director & Chief Financial officer,
2. Mrs. Veena Pahwa	Whole Time Director; and
3. Mr. Keshutosh Roy	Company Secretary and Compliance Officer

17. DECLARATION BY INDEPENDENT DIRECTORS AND RE-APPOINTMENT OF INDEPENDENT

DIRECTORS.

All Independent Directors of the Company have given their declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the criteria of independence specified in Section 149(6) of the Companies Act, 2013 read with Rule 5 and 6 of Companies (Appointment & Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with the Companys Code of Business Conduct & Ethics laid down for the Board of Directors, Senior Management Personnel and other Employees.

18. STATUTORY DISCLOSURES

None of the Directors of your Company suffers from the disqualification enshrined under the provisions of section 164, 165, 167 of the Companies Act, 2013. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act.

The Company has not defaulted in repayment of loans from banks and financial institutions.

19. DEPOSITORY SYSTEM

The Companys shares are compulsorily tradable in electronic form. As on date, 100% of the Companys Paid-up Equity Share Capital are in dematerialized form with both the Depositories.

The Company has established connectivity with both Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

The Company has appointed M/s. Maashitla Securities Private Limited, a Category-I SEBI registered RTA as its Registrar and Share Transfer Agent.

20. CHANGES IN REGISTERED OFFICE OF THE COMPANY

During the year under review, there was no change in the Registered Office of the Company. The Registered Office of the Company is situated at F-14/57, 3rd Floor, Model Town-II New Delhi-110009.

21. POLICIES

Various policies required under the provision of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are adopted and uploaded on the website of the Company namely www.womancart.in

22. COMMITTEES OF THE BOARD

As on the date of this report, the Company has the following Board committees: a. Audit Committee

Ms. Palakh Jain	Chairperson
Mr. Kunal Sharma	Member
Mr. Madhu Sudan Pahwa	Member

b. Nomination & Remuneration Committee

Mr. Kunal Sharma	Chairperson
Mr. Megh Vinayak	Member
Ms. Prerna Pahwa	Member
c Stakeholders Relationship Committee
Mr. Megh Vinayak	Chairman
Mr. Madhu Sudan Pahwa	Member
Mrs. Veena Pahwa	Member

Further, all the recommendations made by the Audit committee were accepted by the Board.

23. BOARDS EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and Individual Directors pursuant to the provisions of Companies Act, 2013.

A structured questionnaire was prepared after taking into consideration the inputs received from

Nomination and Remuneration Committee, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution

and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of Non-Independent Directors, Board as a whole and the Chairman of the Board was evaluated in a separate meeting of Independent Directors.

The feedback and results of the questionnaire were collated and consolidated report was shared with the Board for improvements of its effectiveness. The Directors expressed their satisfaction with the evaluation process.

Further, the evaluation process confirms that the Board and its Committees continue to operate effectively and the performance of the Directors and Chairman is satisfactory.

24. REMUNERATION POLICY

In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee of the Company, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.

The salient features of the Policy are:

a) It lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a director (executive/non-executive/independent) of the Company; b) To recommend to the Board the policy relating to the remuneration of the Directors, KMP and Senior Management/Other Employees of the Company; and c) Reviewing and approving corporate goals and objectives relevant to the compensation of the executive Directors, evaluating their performance in light of those goals and objectives and either as a committee or together with the other independent Directors (as directed by the Board), determine and approve executive Directors compensation based on this evaluation; making recommendations to the Board with respect to KMP and Senior Management compensation and recommending incentive-compensation and equity-based plans that are subject to approval of the Board.

25. NUMBER OF MEETINGS OF THE BOARD

The Board met 18 (Eighteen) times during the financial year 2025-26.

26. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors confirm that:

i) In the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

ii) the Directors 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 your Company as at March 31, 2026 and of the profit of the Company for the Financial Year ended March 31, 2026;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a ‘going concern basis;

v) proper internal financial controls laid down by the Directors were 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.

27. AUDITORS

I. STATUTORY AUDITORS AND THEIR REPORT

M/s K R A & Co., Chartered Accountants (Firm Registration No. 020266N), as Statutory Auditors of the Company in board meeting held on April 01, 2024 and approved by the Shareholders in Extra Ordinary General Meeting held on April 26, 2024.

The Statutory Auditors M/s. K R A & Co., Chartered Accountants, have confirmed that they have not been disqualified to act as Statutory Auditors of the Company and that their continuation is within the maximum ceiling limit as prescribed under Section 141 of the Act / relevant statute.

The Auditors Report for the financial year ended March 31, 2026, does not contain any qualification, reservation or adverse remark and does not call for any clarification/ comments from the Board of Directors.

The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

Further, the Company would re-appoint for five financial years from the conclusion of 06th Annual General Meeting (AGM) of the Company till the conclusion of 11^th AGM to be held in the FY 2029-30.

II. SECRETARIAL AUDITORS AND SECRETARIAL REPORT

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board re-appointed M/s Priya Binani & Associates., Company Secretaries, to undertake the Secretarial Audit of your Company for FY 2025-26. The Secretarial Audit Report for the year under review is provided as Annexure 3 of this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Pursuant to the provisions of Section 143(12) of the Act, the Secretarial Auditor has not reported any incidence of fraud during the year.

Further, pursuant to amended Regulation 24 A of Listing Regulations, and subject to the approval of the Members being sought in the ensuing AGM, the Board of Directors has appointed M/s Priya Binani & Associates, (Firm Reg. No. S2023RJ919600) as Secretarial Auditors to undertake the Secretarial Audit of your Company for the first term of five consecutive financial years commencing from 01 April, 2025, till 31 March, 2030. M/s Priya Binani & Associates, Company Secretaries have confirmed that they are not disqualified to be appointed as Secretarial Auditors and are eligible to hold office as Secretarial Auditors of the Company.

III. INTERNAL AUDITORS

The Board of Directors of your Company had appointed M/s G. Deep & Co., Chartered Accountant, New Delhi as the Internal Auditors of the Company pursuant to the provisions of section 138 of the Act for financial year 2026-2027 and the reports on periodical basis submitted by the auditor were placed before the audit committee and of Directors.

28. EXTRACT OF ANNUAL RETURN

MCA vide notification dated 05.03.2021 has substituted Rule 12 of The Companies (Management and Administration), Rules, 2014 as follows: - A copy of the annual return shall be filed with the Registrar with such fees as may be specified for this purpose, accordingly the requirement of MGT-9 has been dispensed with, however a copy of Annual Return in form MGT-7 is required to be placed over the website of the Company if any.

In compliance with the amended provisions and the requirements of Section 92(3) of the Companies Act, 2013, read with Regulation 46(2)(h) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company, being a listed entity, has maintained a functional website and placed the copy of the Annual Return (Form MGT-7).

Accordingly, stakeholders may access the Annual Return (Form MGT-7) at www.womancart.in

29. RELATED PARTY TRANSACTIONS

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. 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 entered during the year were in the Ordinary Course of Business and on Arms Length basis. In terms of Section 134(3) (h) of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of contracts or arrangements entered into with Related Parties are provided the financial statement.

The Company has a process in place to periodically review and monitor Related Party Transactions. The Audit Committee has approved all related party transactions for the financial year 2025-26 and estimated transactions for financial year 2026-27. There were no materially significant related party transactions that may conflict with the interest of the Company.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors may be accessed on the Companys website. Disclosures on related party transactions are set out in the Notes to the Financial Statements forming part of this Annual Report.

The disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in the Form AOC-2 is set out herewith as "Annexure 4" and forms an integral part to this Report.

30. LOANS AND INVESTMENTS

Details of Investments made by the Company during Financial Year 2025-26 within the meaning of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Schedule V of the Listing Regulations, are set out in Notes to the Standalone Financial Statements of the Company.

31. RISK MANAGEMENT

The board of directors of the company has adopted a risk management policy pursuant to the applicable provisions of the companies act, 2013 and relevant guidelines. The policy provides a structured and disciplined approach to identifying, assessing, mitigating, and monitoring various risks related to the companys operations and strategic objectives. It enables proactive management of risks across key functional areas including financial, operational, regulatory, technological, and reputational risks.

The risk management framework is periodically reviewed by the board to ensure its effectiveness and alignment with the evolving business environment.

Further details on the companys risk management initiatives, key identified risks, and mitigation strategies have been provided in the Management Discussion and Analysis (MD&A) section, which forms an integral part of the annual report.

32. WHISTLE BLOWER POLICY AND VIGIL MEHANISM

In Compliance with the provisions of section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has in place the Whistle Blower Policy and Vigil Mechanism for Directors, employees and other stakeholders which provides a platform to them for raising their voice about any breach of code of conduct, financial irregularities, illegal or unethical practices, unethical behaviour, actual or suspected fraud. Adequate safeguards are provided against victimization to those who use such mechanism and direct access to the Chairman of the Audit Committee in appropriate cases is provided. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination is made against any person. The Whistle Blower Policy and Vigil Mechanism may be accessed on the Companys website at www.womancart.in

33. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed or implemented any CSR initiatives. The provisions contained in section 135 of the Companies Act, 2013, as well as the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your Company for the year under reference.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of financial performance and results of operations of the Company, as required under the Listing Regulations is provided in a separate section (Appendix I) and forms an integral part of this report. It inter-alia gives details of the overall industry structure, economic developments, performance and state of affairs of your Companys business, risks and concerns and material developments during the financial year under review.

35. CORPORATE GOVERNANCE REPORT

In accordance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the provisions of Corporate Governance is not mandatory for companies listed on the SME Platform of stock exchanges. Your Company is listed on the NSE EMERGE Platform (SME segment of the National Stock Exchange of India Limited) and hence, the provisions relating to the submission of a report on Corporate Governance under Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V of the SEBI (LODR) Regulations, 2015 are not applicable to the Company.

However, the Board of Directors of your Company is committed to following the principles of good corporate governance and maintaining the highest standards of transparency, integrity, and accountability in the functioning of the Company. Even though the formal Corporate Governance Report is not mandatory, the Company has voluntarily adopted several governance practices.

36. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company arranges detailed presentations at the Board meetings to familiarise Independent

Directors with the Companys business, strategy, annual plan and budget, operations, etc.

Functional heads are invited to provide update and insights in the areas of HR, Supply chain and logistics, IT and Cyber Security, IFC, ESG and CSR, etc. Directors are regularly briefed on the regulatory changes and legal updates applicable to the Company.

This facilitates Board interaction and engagement with the Senior Management team.

The details of the training and familiarisation programmes arranged by the Company during FY 2025-26 are disclosed on the Companys website under the web-link www.womancart.in

37. ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND BOARD

Pursuant to the provisions of the Companies Act, 2013 and as per the Listing Regulations, the Board of Directors carried out annual performance evaluation of its own performance, individual directors as well as the working of its committees. The performance of the Board as a whole and of its committees was evaluated by the Board through structured questionnaire which covered various aspects such as adequacy of composition of Board and its Committees, execution and performance of specific duties and obligations, preparedness and participation in discussions, quality of inputs, effectiveness of the functions allocated, relationship with management, appropriateness and timeliness of information etc.

Taking into consideration the responses received from the Individual Directors to the questionnaire, the performance of the Board and its Committees was evaluated. The Directors expressed their satisfaction with the evaluation process.

In terms of requirements of Schedule IV of the Companies Act, 2013, a separate meeting of Independent Directors of the Company was held on Monday, 31^st March, 2026 to review:

The performance of non-independent directors and the Board as a whole and its committees thereof; The performance of the Chairman of the Company, taking into account the views of executive directors and nonexecutive directors; To assess the quality, quantity and timeliness of the flow of information between the Management and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place an Anti-Sexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee ("ICC") as specified under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company conducts sessions for employees to build awareness amongst employees about the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act.

Your directors further state that during the year under review, there were no cases filed/pending pursuant to the Sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the details as follows of complaints/cases.

Particulars	Number of complaints/cases
1. Number of complaints of sexual harassment received in the year.	NIL
2. Number of complaints disposed-off during the year.	NIL
3. Number of cases pending for more than ninety days.	NIL

Internal Complaints Committee (ICC):

To ensure compliance with the Act and effective implementation of the policy, the Company has constituted an Internal Committee (IC), comprising the following members as on March 31^st , 2026.

Name of the Committee Member	Designation in Committee
1. Deepika Singhal	Chairperson & Presiding Officer
2. Jyoti Babbar	External Member
3. Shama Saji	Internal Member

Womancart Limited remains unwavering in its commitment to upholding the dignity, rights, and safety of all employees, and continues to ensure full compliance with applicable laws and best practices for a harassment-free workplace.

39. STATUTORY DISCLOSURES ON COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961 FOR THE FINANCIAL YEAR 2025-26.

During the under review, the Company has complied the provisions of the Maternity Benefit Act, 1961, for the financial year 2025 26. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws

40. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is given below:

A. Conservation of energy:

(i) The steps taken or impact on conservation of energy:

We continue to strengthen our energy conservation efforts. We are always in lookout for energy efficient measures for operation, and value conservation of energy through usage of latest technologies for quality of services.

(ii) The steps taken by the company for utilizing alternate sources of energy;

Although the equipments used by the Company are not energy sensitive by their very nature, still the Company is making best possible efforts for conservation of energy, which assures that the computers and all other equipments purchased by the Company strictly adhere to environmental standards, and they make optimum utilization of energy.

(iii) The capital investment on energy conservation equipments;

There is no capital investment on energy conservation equipment during the FY 2025-26.

B. Absorption of Technology:

In this era of competition, in order to maintain and increase the clients and customers, we need to provide best quality services to our clients and customers at minimum cost, which is not possible without innovation, and adapting to the latest technology available in the market for providing the services.

i. The efforts made towards technology absorption: Nil ii. The benefits derived like product improvement, cost reduction, product development or import substitution: Nil iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:

(a) the details of technology imported: Nil (b) the year of import: Nil (c) whether the technology been fully absorbed: Nil

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Nil; and

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings -	Nil
Foreign Exchange Outgo -	5.58 Lacs

D. Research & Development:

The Company believes that in order to improve the quality and standards of services, the Company should have a progressive Research and Development Process, which should keep on increasing along with the scale of operations of the Company.

41. INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

Your Company has in place an adequate internal financial control framework with reference to financial and operating controls thereby ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

During Financial Year 2025-26, such controls were tested and no reportable material weakness in the design or operation was observed.

42. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

43. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

44. SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/ material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

45. STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS (SECRETARIAL STANDARDS 1 AND 2).

During the financial year under review, all meetings of the Board of Directors and the General Meetings of the Company were duly convened, held, and conducted in accordance with the applicable provisions of the Companies Act, 2013 and in strict compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and the Secretarial Standard on General Meetings (SS-2), as issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government. The Company has also adopted the revised Secretarial Standards (SS-1 and SS-2), which came into effect from 1st April, 2024, and has ensured that all Board and General Meetings during the year were conducted in accordance with the amended provisions and best governance practices outlined therein.

The Board reiterates the Companys ongoing commitment to the highest standards of corporate governance, regulatory compliance, and ethical conduct in all aspects of its operations.

46. MAINTENANCE OF COST RECORDS

Pursuant to Section-148 (1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014, the Company does not fall under the criteria for maintaining cost record for the financial year 2025-26.

47. HUMAN RESOURCES DEVELOPMENTAND INDUSTRIAL RELATIONS:

Your Company treats its "Human Resources" as one of its most significant assets. The people are the backbone of its business. The Company believes that human resources are the most significant element responsible for any organizations growth. The Company continues to focus on attracting, retaining and developing the best in class talent to deliver on its goals of Growth, Profitability and Sustainability. The Company has systems and procedures in place to provide avenues to employees for their all-round development, enhancement of skills on professional and personal levels. It operates its business affairs in a fair and transparent manner, and adheres to the highest standards of ethical behaviour and integrates practices that support environment, human rights and labour laws. All these measures aid employee satisfaction and involvement, resulting in maintenance of harmonious and cordial Industrial Relations.

48. CHANGE IN THE NATURE OF BUSINESS:

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

49. ACCOUNTING TREATMENT IN PREPARATION OF FINANCIAL STATEMENTS

In accordance with the notification issued by the Ministry of Corporate Affairs, the Company has prepared in accordance with the applicable Accounting Standards. Financial Statements of the Company for the FY 2025-26 have been prepared in accordance as per the Companies Accounting Standards Rules as amended from time to time and notified under section 133 of the Companies Act, 2013 ("the Act"), and in conformity with the accounting principles generally accepted in India and other relevant provisions of the Act. Any application guidance/ clarifications/ directions issued by the RBI or other regulators are implemented as and when they become applicable.

50. GENERAL

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions for the same during the year under review:

Material changes and/or commitments that could affect the Companys financial position, which have occurred between the end of the financial year of the Company and the date of this report; Non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014; Receipt of any remuneration or commission from any of its subsidiary companies by the Managing Director or the Whole-time Directors of the Company; Revision of the financial statements pertaining to previous financial periods during the financial year under review;

51. ACKNOWLEDGEMENT & APPRECIATION

The Board of Directors places on record its sincere appreciation and gratitude for the valuable guidance, continued support and cooperation extended by the Companys bankers, Central and

State Government authorities, regulatory bodies, statutory authorities and local authorities throughout the year under review.

The Board also acknowledges with gratitude the continued trust, confidence and support extended by the Companys customers, suppliers, business associates and other stakeholders, whose valuable association has contributed significantly to the Companys growth and progress. The Directors further places on record their deep appreciation for the dedication, commitment, sincerity and hard work demonstrated by the employees of the Company at all levels. Their collective efforts, perseverance and contribution have been instrumental in strengthening the Companys operations and achieving its objectives.

The Board of Directors also expresses its heartfelt gratitude to the Members of the Company for their continued confidence, faith and unwavering support. The Directors look forward to receiving their continued encouragement and support in the future as the Company continues its journey towards sustainable growth and value creation.

By order of the Board of Directors
For Womancart Limited
Sd/-	Sd/-
Madhu Sudan Pahwa	Veena Pahwa
Managing Director	Whole Time Director
DIN: 07661541	DIN: 06428798
Place: New Delhi
Date: 04.09.2026