Womancart Ltd

To

The Members,

(Formerly known as Womancart Private Limited)

Your Directors have pleasure in presenting the 06^th Board Report of the Company with the Audited Financial Statements for the year ended 31st March, 2024.

The Financial results of your Company for the financial year ended March 31, 2024 is summarized below:

1. Financial Performance

During the year under review, the consolidated income of the Company is 2976.80 Lakhs against 965.16 Lakhs in the previous year and the consolidated net profit after tax is 284.08 Lakhs against 51.32 Lakhs in the previous year.

During the year under review, the standalone income of the Company is 2388.44 Lakhs against

874.95 Lakhs in the previous year. The standalone net profit after tax is 145.31 Lakhs against

45.31 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 31st March, 2024. 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. Conversion from Private Company to Public Company:

During the year under review the Company converted from Private to Public with effect from 31^st May, 2023, consequently, the name of the company changed from Womancart Private Limited to Womancart Limited and a fresh Certificate of Incorporation dated May 31, 2023 was issued by Registrar of Companies, Delhi.

4. Share Capital:

The Authorised Share Capital of the Company is 5,00,00,000/

- (Rupees Five Crores Only) divided into 50,00,000 (Fifty lacs) equity shares of 10/- (Rupees Ten) each as on March 31, 2024.

The Company has paid-up share capital of 4,20,80,000 (Rupees Four Crores Twenty Lakhs Eighty Thousand Only) divided into 42,08,000 (Forty Two Lakhs Eight Thousand) Equity Shares of 10/- (Rupees Ten Only) each, as on March 31, 2024.

During the year under review, Company with approval of Shareholders in an Extra Ordinary General Meeting dated May 06, 2023 has increased the Authorised Share Capital from existing 3,00,00,000 (Rupees Three Crore) divided into 30,00,000 (Thirty Lakhs Only) Equity Shares of face value of 10/- each to 5,00,00,000 (Rupees Five Crore) divided into 50,00,000 (Fifty Lakhs) Equity Shares of 10/- each by creation of additional 20,00,000 (Twenty Lakhs Only) Equity Shares of 10/- each.

Pursuant to section 63 of the Companies Act, 2013 read with rule 14 of The Companies (Share Capital and Debentures) Rules, 2014, Company has 16,62,000 issued bonus shares during the year under review.

Further, during the year under review, Company has issued 3, 26,000 Equity Shares on Private placement, thereby increasing the paid up capital of the Company to 3, 09, 60,000 (Rupees Three Crores Nine lakhs Sixty Thousand only).

During the year under report company has come up with Initial Public offer (IPO) of 11,12,000 Equity shares of the company @ 86 per share for which company has obtained in-principal approval of National Stock Exchange of India Limited. The Company has also registered the prospectus with the Registrar of Companies. The IPO was opened for subscription on Monday, October 16, 2023 and closed on Wednesday, October 18, 2023 for retail individual investors, Non-Institutional Inventors, and Market Maker, comprising of Rs.11,12,000 Equity Shares of face value of Rs. 10/- each fully paid up for cash at a price of Rs. 86/per Share. The company was listed on NSE EMERGE SME PLATFORM on 27th October, 2023.

5. SUBSIDIARIES

On March 31, 2024, the Company has five subsidiaries and there are no associates or 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, 2024 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.

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:

? Increased in 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 10,00,00,000 (Rupees Ten Crore) divided into 1,00,00,000 (One Crore) Equity Shares of 10/- each by creation of additional 50,00,000 (Fifty Lakhs Only) Equity Shares of 10/- each.

? 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) till the 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

Mr. Sandeep Pawah (DIN: 01963666), 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. Sandeep Pawah and other related information is detailed in the Notice convening the 06th AGM of your Company.

Further, the following changes occur in composition of Board of Director during the financial year:

? Mr. Megh Vinayak was appointed as Independent Director of the Company w.e.f. 26^th June, 2023 for a term of one years for which the approval of members was obtained at the Annual General Meeting of the Company held on June 28, 2023.

? Ms. Palakh Jain was appointed as Independent Director of the Company w.e.f. 26^th June, 2023 for a term of one years for which the approval of members was obtained at the Annual General Meeting of the Company held on June 28, 2023.

? Ms. Ankita Bhatnagar was appointed as Independent Director of the Company w.e.f. 26^th June, 2023 for a term of one years for which the approval of members was obtained at the Annual General Meeting of the Company held on June 28, 2023.

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, 2024.

During the year under review, Mr. Madhu Sudan Pahwa was appointed as Managing Director and Chief Financial Officer of the Company, Mrs. Veena Pahwa was appointed as Whole Time Director of the Company w.e.f 26^th June, 2023.

Further, Ms. Nimisha Jain resigned from the post of Company Secretary of the Company w.e.f December 27, 2023 due to relocation from Delhi to Pune on account of family reason and Mr. Keshutosh Roy, was appointed as Company Secretary & Compliance Officer w.e.f December 28, 2023.

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 Company's Code of Business Conduct & Ethics laid down for the Board of Directors, Senior Management Personnel and other Employees.

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.

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.

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.

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

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.

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.

The Board met 27 (Twenty Seven) times during the financial year 2023-24.

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, 2024, 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, 2024 and of the profit of the Company for the Financial Year ended March 31, 2024;

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.

During the year M/s Amit Bansal & Associates resigned from the post of Statutory Auditor and Company has appointed to fill the casual vacancy pursuant to the provisions of Section 139 of the Act and the Rules framed thereunder, 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 after resignation of M/s Amit Bansal & Associates for the Financial Year 2023-24.

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, 2024, 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 year 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.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. Priya Binani & Associates, Company Secretaries ("Secretarial Auditors") (ACS No. 57190 and CP No. 24562) to conduct the Secretarial Audit of your Company for the financial year 2023-24.

The Secretarial Audit Report for the Financial Year ended March 31, 2024 is annexed herewith as Annexure-3 and forms an integral part of this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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 2023-2024 and the reports on periodical basis submitted by the auditor were placed before the audit committee and Board of Directors.

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

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.

Details of Investments made by the Company during Financial Year 2023-24 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.

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.

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

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.

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.

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).

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.

During the period under review, no complaint was received by the ICC.

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:

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.

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.

There is no capital investment on energy conservation equipment during the FY 2023-24.

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:

C. Foreign Exchange Earnings and Outgo:

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.

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 2023-24, such controls were tested and no reportable material weakness in the design or operation was observed.

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.

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.

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.

The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and Shareholders (SS-2).

The Directors state that no disclosure or reporting in respect of the following items is required as there were no transactions/events relating to these items during the financial year under review:

(a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

(c) Neither Managing Director nor the Whole Time Directors of the Company received any Remuneration or commission from any of its subsidiaries.

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

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 2023-24 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.

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.