Womancart Ltd Directors Report

To

The Members,

Womancart Limited

(Formerly known as Womancart Private Limited)

Your Directors have pleasure in presenting the 07 th Board Report of the Company with the Audited Financial Statements for the year ended 31 st March, 2025.

Financial Highlights / State of Company Affairs

The Financial results of your Company for the financial year ended March 31, 2025 is summarized below:

(Amount in Indian Rupees in Lakhs)

Particulars	Year ended March 31,2025 Consolidated)	Year ended March 31, 2024 (Consolidated)	Year ended March 31, 2025 (Standalone)	Year ended March 31, 2024 (Standalone)
Total Income	6024.61	2976.80	5162.45	2388.44
Total Expenses	5174.22	2630.96	4671.84	2185.06
Profit/(Loss) Before Tax	850.39	345.84	490.61	203.38
Less: Current Tax	131.48	61.77	37.80	58.08
Profit/(Loss)After Tax (considering Minority Interest & Profit from Associates]	718.22	284.08	452.81	145.31

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 ^ 6024.61 Lakhs against 2976.80 Lakhs in the previous year and the consolidated net profit after tax is ^ 718.22 Lakhs against 284.08 Lakhs in the previous year.

b) Standalone Performance

During the year under review, the standalone income of the Company is ^ 5162.45 Lakhs against ^ 2388.44 Lakhs in the previous year. The standalone net profit after tax is ^ 452.81 Lakhs against ^ 145.31 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, 2025. Also, there has been no transfer to general reserves and the Company would like to retain its profit this year to strengthen its business.

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 ^ 56,68,35,000.

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, 2025.

Issued and Paid Up Share Capital:

The Company has paid-up share capital of ^ 6,30,07,200 (Rupees Six Crores Thirty Lakhs Seven Thousand Two hundred Only) divided into 63,07,200 (Sixty Three lacs Seven thousand Two hundred only) Equity Shares of ^10/- (Rupees Ten Only) each, as on date of the report

Changes in Share Capital:

i. Increase in Authorised Share capital:

During the year under review, Company with approval of Shareholders in an Extra Ordinary General Meeting dated April 26, 2024 has increased the Authorised Share Capital from existing ^ 5,00,00,000 (Rupees Five Crore) divided into 50,00,000 (Fifty Lakhs Only) Equity Shares of face value of ^ 10/- each to 5,00,00,000 (Rupees Five Crore) divided into 1,00,00,000 (One Crore) Equity Shares of ^ 10/- each by creation of additional 50,00,000 (Twenty Lakhs Only) Equity Shares of ^ 10/- each.

ii. Increase in Paid up Share Capital:

The Company has issued 7,42,200 Equity Shares and 26,18,600 Share Warrants at Rs.

128/-Securities on preferential basis. Further, the Company has allotted 7,42,200 Equity Shares and received 25% application money for Allotment of Warrants in future, thereby increasing the paid up capital of the Company to ^ 4,95,02,000 (Rupees Four Crores Ninety Five lakhs Two Thousand) during the financial year ended 31 st March, 2025

The Company has issued and allotted 609200 Equity Shares and 1,64,400 Share Warrants at Rs. 312/-Securities on preferential basis on 19/02/2025 and 21/02/2025. Further, the Company has allotted 4,85,000 Equity Shares from conversion of Share Warrants out of

26.18.600 Share Warrants on 03/01/2025, thereby increasing the paid up capital of the Company to ^ 6,04,44,000 (Rupees Six Crores Four lakhs Forty Four Thousand) as on 31 st March, 2025. Further the Company has converted 2,62,800 Share Warrants out of

21.33.600 and made allotmenton 13/06/2025.

5. SUBSIDIARIES AND ASSOCIATES COMPANIES.

On March 31, 2025, 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, 2025 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.womancartin

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

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 31st March 2025, 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, 2025 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 Lashion Private Limited	Wholly Owned Subsidiary
MSV Prompt Shop Private Limited	Wholly Owned Subsidiary
MSV E-Commerce Private Limited	Wholly Owned Subsidiary
# Womancart Pty Limited	Associates

# Further, during the year under review, Company has made an Investment in Womancart Pty Limited, Company incorporated in Australia acquiring 49% stake in Shareholding, by virtue of which it has become associate of the Company during the financial year

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There were material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year to which this financial statement relate and date of this report as follows:

• The Company has issued 7, 42,200 Equity Shares and 26, 18,600 Share Warrants at Rs. 128/-Securities on preferential basis. Further, the Company has allotted 7, 42,200 Equity Shares and received 25% application money for Allotment of Warrants in future, thereby increasing the paid-up capital of the Company to ^ 4, 95, 02,000 (Rupees Four Crores Ninety-Five lakhs Two Thousand) during the financial year ended 31 st March, 2025.

• The Company has issued and allotted 609200 Equity Shares and 1,64,400 Share Warrants atRs. 312/-Securities on preferential basis on 19/02/2025 and 21/02/2025. Further, the Company has allotted 4,85,000 Equity Shares from conversion of Share Warrants out of

26,18,600 Share Warrants on 03/01/2025, thereby increasing the paid-up capital of the Company to ^ 6,04,44,000 (Rupees Six Crores Four Lakhs Forty Four Thousand) as on 31 st March, 2025.

• Further the Company has converted 2,62,800 Share Warrants out of 21,33,600 and made allotmenton 13/06/2025, which increased the total paid up no. of shares 63,07,200 as on date of this report.

7. 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.

8. 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

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Directors

• Mr. Hari Kishan Babbar (DIN: 01630942), Non- 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 himself for reappointment An appropriate resolution for his re-appointment is being placed for the approval of the Members of the Company at the ensuing AGM.

A brief profile of Mr. Hari Kishan Babbar and other related information is detailed in the Notice convening the 07 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 Additional Director (Non-Executive & Independent Director) of the Company by the Board at their meeting held on 4 th September 2025.

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, 2025.

1. Mr. Madhu Sudan Pahwa Managing Director & Chief Linancial officer,

2. Mrs. Veena Pahwa Whole Time Director; and

3. Mr. Keshutosh Roy Company Secretary and Compliance Officer

10. 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(l)(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(l)(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.

11. 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.

12. 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

13. 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.

14. 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

15. COMMITTEES OF THE BOARD

As on the date of this report, the Company has the following Board committees:

a. Audit Committee

b. Nomination & Remuneration Committee

c Stakeholder s Relationship Committee

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

16. 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 Board s 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.

17. 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.

18. NUMBER OF MEETINGS OF THE BOARD

The Board met 23 (Twenty-Three) times during the financial year 2024-25.

19. DIRECTORS RESPONSIBILITY STATEMENT

Pursuantto 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, 2025, 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, 2025 and of the profit of the Company for the Financial Year ended March 31, 2025;

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.

20. 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, 2025, 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 reenactments) 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 beheld 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 2024-25. 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 24A 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 2025-2026 and the reports on periodical basis submitted by the auditor were placed before the audit committee and Board of Directors.

21. ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the Company s website at www.womancart.in

22. 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 arm s 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 Arm s 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 2024-25 and estimated transactions for financial year 2024-25. 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 Company s 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.

23. LOANS AND INVESTMENTS

Details of Investments made by the Company during Financial Year 2024-25 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.

24. RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks, to key business objectives on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Director of the company.

25. 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 Company s website at www.womancart.in

26. 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.

27. 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 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 Company s business, risks and concerns and material developments during the financial year under review.

28. CORPORATE GOVERNANCE REPORT

As per the Guideline and direction of the SEBI & Stock Exchange accordingly the company has been adhering to the directions and guideline, as required and if applicable on the Companies size and type (as per the Regulations and rules the Corporate Governance is not applicable on SME Listed Companies).

29. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company arranges detailed presentations at the Board meetings to familiarise Independent Directors with the Company s 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 2024-25 are disclosed on the Company s website under the web-link www.womancart.in.

30. 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, 2025 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.

31. 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.

S. No. 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

32. STATUTORY DISCLOSURES ON COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961 FOR THE FINANCIAL YEAR 2024-25.

During the under review, the Company has complied the provisions of the Maternity Benefit Act, 1961, for the financial year 2024-25. 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

33. 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 equipment s 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 equipment s 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 2024-25.

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 - 5.70 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.

34. 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 Company s 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 2024-25, such controls were tested and no reportable material weakness in the design or operation was observed.

35. DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY:

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.

36. NO DIFFERENCE IN VALUATION:

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.

37. 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.

38. STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors state that they have devised proper systems to ensure compliance with the provisions of applicable Secretarial Standards i.e. Secretarial Standard on Meetings of the Board of Directors (SS-1 ) and on General Meetings (SS-2 ) as issued and amended, from time to time by the Institute of Company Secretaries of India (ICSI ) in terms of Section 118(10) of the Act and that such systems are adequate and operating effectively.

39. EMPLOYEE STOCK OPTION SCHEME

The Company has not issued any Employee Stock Option Scheme.

40. 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 2024-25.

41. 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.

42. 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.

43. 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 2024-25 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.

44. 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 Company s 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;

45. ACKNOWLEDGEMENT & APPRECIATION

Your Directors express their sincere appreciation for the assistance and co-operation received from the Government authorities, financial institutions, banks, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the employees.

By order of the Board of Directors For Womancart Limited

(Formerly Known as Womancart Private Limited)

Sd/- Sd/-

Madhu Sudan Pahwa Veena Pahwa

Managing Director Whole Time Director

DIN:07661541 DIN:06428798

Place: New Delhi Date: 04.09.2025