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:

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:

# 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 Company's 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 Company's shares are compulsorily tradable in electronic form. As on date, 100% of the
Company's 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. BOARD'S 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 re¬
enactments) 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 director’s 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.

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 organization's 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