5. UNCLAIMED DIVIDEND AND SHARES TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF"):

Pursuant to Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), as amended from time to time, dividends remaining unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account are required to be transferred to the Investor Education and Protection Fund ("IEPF").

The IEPF Rules further provide that shares in respect of which dividend has remained unpaid or unclaimed for seven consecutive years or more are also required to be transferred to the demat account of the IEPF Authority. Members whose shares/dividends are transferred to the IEPF Authority are entitled to claim the same from the IEPF Authority in accordance with the prescribed procedure under the IEPF Rules.

During the year under review, no amount was required to be transferred to the IEPF, and no amount remained lying in the Unpaid Dividend Account of the Company in respect of the financial year 2025-2026.

SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:

During the year under review, there were no shares lying in the Demat Suspense Account or the Unclaimed Suspense Account. Accordingly, the disclosure requirements under Regulation 39(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulation") are not applicable to the Company.

7. REGISTRAR & SHARE TRANSFER AGENTS:

The Company has appointed M/s. MUFG Intime India Private Limited as its Registrar & Share Transfer Agent (RTA).

Details of RTA

8. TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profit for the year ended March 31, 2026 in the distributable retained earnings.

9. INITIAL PUBLIC OFFERING (IPO) AND LISTING ON SME PLATFORM OF BSE LTD.:

During the year, the Company launched its Initial Public Offering (IPO), comprising a total of 57,91,200 equity shares of face value T10/- each, at a price of ^286/- per share (including a premium of ^276/- per share). The IPO included a Fresh Issue of 47,91,200 equity shares and an Offer for Sale (OFS) of 10,00,000 equity shares by the Selling Shareholder, aggregating to approximately ^ 16,562.83 Lakhs.

The following were the important milestones/ dates for the Offer:

The Company successfully completed its IPO, which was subscribed 4.1 times, with strong participation from institutional investors, non-resident Indians, and retail investors. The Board expresses its sincere gratitude for the confidence reposed in the Company by its members and stakeholders.

The Board also places on record its appreciation for the support provided by various Authorities, Lead Managers, Stock Exchange, Depositories, Counsels, Consultants, Auditors, other intermediaries and employees of the Company for making the IPO of the Company a grand success.

The proceeds from the IPO have been utilized during the year ended March 31, 2026, in accordance with the objects of the offer as stated in the prospectus. There has been no deviation or variation in the utilization of funds from the stated purposes. A certificate confirming the same, duly reviewed by the Audit Committee, has been submitted to the stock exchanges as required under Regulation 32 of the SEBI Listing Regulations read with Regulation 41 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI (ICDR) Regulations").

a) Authorized Share Capital:

During the year under review, there was no change in the Authorized Share Capital of the Company.

As on March 31, 2026, the Authorized Share Capital of the Company was ^2450 Lakhs divided into 2,45,00,000 (Two Crores Forty-Five Lakhs) Equity Shares of T10/- (Rupees Ten only) each.

b) Issued, Subscribed and Paid-Up Share Capital:

Pursuant to the IPO, the Issued, Subscribed, and Paid-up Share Capital increased to ^2144.99 Lakhs comprising 2,14,49,961 equity shares of ^ 10/- each as on July 21, 2025.

During the financial year under review, there was no further change in the Issued,

Subscribed and Paid-up Share Capital of the Company. Accordingly, as on March 31, 2026, the Issued, Subscribed and Paid- up Share Capital of the Company stood at ^2144.99 Lakhs comprising 2,14,49,961 Equity Shares of T10/- each.

Currently, out of the total paid-up share capital of the Company, 62.10% is held by the Promoter & Promoter Group and the balance of 37.90% is held by Public. All the shares of the Company are in dematerialized form.

11. EMPLOYEE STOCK OPTION SCHEME (ESOS):

During the year under review, the Company has introduced the Monika Alcobev Employee Stock Option Scheme - 2026 ("ESOS-2026" / "Scheme"), under which it may create, offer, issue, grant and allot, from time to time in one or more tranches, not exceeding 10,00,000 (Ten Lakhs only) Employee Stock Options ("Options").

The Scheme was approved by the Members of the Company on March 22, 2026 through postal ballot in accordance with the provisions of the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI (SBEB & SE) Regulations"). The Scheme is administered by the Nomination and Remuneration Committee and is intended to reward employees and align their interests with the long-term growth of the Company.

The particulars of the Scheme, as required under applicable regulations, are hosted on the Company's website at https:// monikaalcobev.com/investors?selectedRadi o=corporate-governance.

Further, the Scheme has been extended to include employees/directors of the Company's holding company(ies), subsidiary company(ies), associate company(ies) and group company(ies), whether present or future.

The Company has received in-principle approval from BSE Limited on May 8, 2026 for listing of the Equity Shares arising out of the exercise of options granted under ESOS-2026.

i. Composition of the Board:

The Company has a diverse Board of Directors committed to good corporate governance practices. The composition of the Board is in accordance with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations, 2015, comprising an optimum combination of Executive, Non-Executive and Independent Directors.

ii. Director Liable to Retire by Rotation:

In accordance with the requirements of the Act and the Company's Articles of Association, Mr. Bhimji Patel (DIN:00253030) retires by rotation and being eligible, offers himself for re-appointment. The necessary resolution for his re-appointment forms part of the Notice convening the AGM.

iii. Appointment of Directors:

During the year under review, based on the recommendation of the Nomination and Remuneration Committee, Mr. Samir Kumar Das (DIN: 09645179) and Mr. Ghanshyam Vyas (DIN: 11386659) were appointed as Additional Directors in the category of Non-Executive, Independent Directors by the Board of Directors at its meeting held on November 24, 2025.

Subsequently, their appointments were regularised by the Members by passing an Ordinary Resolution through postal ballot on March 22, 2026.

iv. Resignation of Directors:

Mr. Nayan Rawal and Mr. Prasannakumar Gawde resigned as Independent Directors of the Company with effect from November 13, 2025 and December 9, 2025, respectively, due to pre-occupation and other professional commitments.

The Board places on record its sincere appreciation for the valuable contribution, guidance and support extended by both the Directors during their tenure. Their insightful deliberations and continued support have significantly contributed to the Company's governance standards and overall growth during their association with the Company.

v. Woman Director:

Your Company has complied with the provisions of Section 149 of the Companies Act, 2013 with respect to appointment of woman director. Your Company has one Woman Independent Director on its Board, Ms. Jagruti Sheth (DIN: 07129549).

vi. Disqualification of Directors:

As on the date of this Report none of the Directors of the Company are disqualified under section 164 of the Companies Act, 2013.

The Company has obtained a Certificate pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations from M/s. Agrawal Mundra & Associates, Practicing Company Secretary certifying that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board ofIndia or Ministry of Corporate Affairs or any such statutory authority. The said certificate has been annexed as "Annexure I" with this Report.

vii. Declaration by Independent Directors:

The Company has received necessary declarations from each of the Independent Directors under Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as laid down in Section

149(6) of the Companies Act, 2013 and under Regulation 16 of the SEBI Listing Regulations.

Further, all Independent Directors of the Company have submitted declarations confirming that:

1. The disqualifications mentioned under Sections 164, 167 and 169 of the Companies Act, 2013 do not apply to them.

2. They have complied with the Code for Independent Directors prescribed in Schedule IV to the Act as applicable.

3. They have registered themselves with Independent Directors' Database of The Indian Institute of Corporate Affairs (‘IICA') and have cleared the online proficiency test of IICA, as applicable.

4. They are not aware of any circumstances or situations, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence:

The Board of the Company has taken the disclosures and declarations on record after verifying their authenticity. In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfil the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management.

viii. Key Managerial Personnel (KMP):

The following are the Key Managerial Personnel of the Company for the year:

13. Meetings of the Board:

During the year, the Board of Directors met 9 (Nine) times i.e. on April 2, 2025, April 10, 2025, June 12, 2025, June 24, 2025, July 8, 2025, July 18, 2025, November 6, 2025, November 24, 2025 and February 12, 2026. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations, 2015. The details are as under:

* Mr. Samir Kumar Das and Mr. Ghanshyam Vyas appointed w.e.f. November 24, 2025

* Mr. Nayan Rawal resigned w.e.f. November 13, 2025

@ Mr. Prasannakumar Gawde resigned w.e.f. December 9, 2025

14. COMMITTEE OF THE BOARD:

The Board of Directors of your Company has various Committees as follows:

i. Audit Committee

ii. Nomination and Remuneration Committee

ii Stakeholders Relationships Committee

iv. IPO Committee

v. Corporate Social Responsibility

Committee.

There are no recommendations of the Committees which have not been accepted by the Board.

The details of all the Committees of the board along with their composition and meetings held during the year are as under:

i. Audit Committee:

The Company has constituted the Audit Committee in compliance with the provisions of Section 177 of the Companies Act, 2013 and the SEBI Listing Regulations. The Committee was reconstituted on November 24, 2025. The Company Secretary of the Company acts as the Secretary to the Committee.

- Composition & Meetings of Audit Committee:

During the year, the audit committee met 6 (Six) times i.e. on April 2, 2025, April 10, 2025, June 12, 2025, July 8, 2025, November 6, 2025 and February 12, 2026.

As on date of this Report, the audit committee comprises four Directors, i.e. 3 (three) NonExecutive Independent Directors and 1 (one) Executive Director as members. The composition and attendance details of Audit Committee are as follows:

- Terms of Reference:

The Committee acts in accordance with the terms of reference specified under Section 177 of the Companies Act, 2013 and the SEBI Listing Regulations. The terms of reference for the Audit Committee are as follows:

• Overseeing of financial reporting process and the disclosure of financial information relating to the Company to ensure that the financial statements are correct, sufficient and credible;

• recommendation for appointment,

re-appointment, replacement,

remuneration and terms of

appointment of auditors of the Company and the fixation of the audit fee;

• approval of payment to statutory auditors for any other services rendered by the statutory auditors;

• formulation of a policy on related party transactions, which shall include materiality of related party transactions;

• reviewing, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant to each of the omnibus approvals given;

• examining and reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:

a. Matters required to be included in the director's responsibility statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions; and

g. Modified opinion(s) in the draft audit report.

• reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the Board for approval;

• reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the Issue document / prospectus/ notice and the report submitted by

the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

• reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;

• approval of any subsequent modification of transactions of the Company with related parties and omnibus approval for related party transactions proposed to be entered into by the Company, subject to the conditions as may be prescribed;

Explanation: The term "related party transactions" shall have the same meaning as provided in Clause 2(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act, 2013.

• scrutiny of inter-corporate loans and investments;

• valuation of undertakings or assets of the Company, wherever it is necessary;

• evaluation of internal financial controls and risk management systems;

• reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

• reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

• discussion with internal auditors of any significant findings and follow up there on;

• reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

• discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

• recommending to the board of directors the appointment and removal of the external auditor, fixation of audit fees and approval for payment for any other services;

• looking into the reasons for substantial defaults in the payment to depositors, debenture holders, members (in case of non-payment of declared dividends) and creditors;

• reviewing the functioning of the whistle blower mechanism;

• monitoring the end use of funds raised through public offers and related matters;

• overseeing the vigil mechanism established by the Company, with the chairman of the Audit Committee directly hearing grievances of victimization of employees and directors, who used vigil mechanism to report genuine concerns in appropriate and exceptional cases;

• approval of appointment of chief financial officer (i.e., the wholetime finance Director or any other person heading the finance function or discharging that function)

after assessing the qualifications, experience and background, etc. of the candidate;

• reviewing the utilization of loans and/ or advances from / investment by the holding company in the subsidiary exceeding ^ 1,000,000,000 or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing;

• carrying out any other functions required to be carried out as per the terms of reference of the Audit Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time;

• consider and comment on rationale, cost- benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its members; and

• to review compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, at least once in a financial year and shall verify that the systems for internal control under the said regulations are adequate and are operating effectively; and

• Such roles as may be prescribed under the Companies Act, SEBI Listing Regulations and other applicable provisions.

• Approve all related party transactions

and subsequent material

modifications

ii. Nomination and Remuneration Committee ("NRC"):

The Company has constituted the NRC in compliance with the provisions of Section 178 of the Companies Act, 2013 and the SEBI Listing Regulations. The NRC was reconstituted on November 24, 2025. The Company Secretary acts as the Secretary to the NRC.

- Composition & Meetings of NRC:

During the year, the NRC met 3 (three) times i.e. on June 12, 2025, November 24, 2025 and February 12, 2026.

As on date of this Report, the NRC comprises 4 (four) Directors, i.e. 3 (three) Non-Executive Independent Directors and 1 (one) Executive Director as members. The composition and attendance details of NRC are as follows:

- Terms of Reference:

The NRC acts in accordance with the terms of reference specified under Section 178 of the Companies Act, 2013 and the SEBI Listing Regulations. The terms of reference for the NRC are as follows:

• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors of the Company (the "Board" or "Board of Directors") a policy

relating to the remuneration of the directors, key managerial personnel and other employees ("Remuneration Policy").

The NRC, while formulating the above policy, should ensure that:

(i) the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors of the quality required to run our Company successfully;

(ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short-term and longterm performance objectives appropriate to the working of the Company and its goals.

• Formulation of criteria for evaluation of performance of independent directors and the Board;

• Devising a policy on Board diversity;

• Identifying persons who are qualified to become directors and who may be appointed as senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal and carrying out effective evaluation of performance of Board, its committees and individual directors (including independent directors) to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance;

• Analysing, monitoring and reviewing various human resource and compensation matters;

• Deciding whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

• Determining the Company's policy on specific remuneration packages for executive directors including pension rights and any compensation payment, and determining remuneration packages of such directors;

• Recommending to the board, all remuneration, in whatever form, payable to senior management and other staff, as deemed necessary;

• Reviewing and approving the Company's compensation strategy from time to time in the context of the current Indian market in accordance with applicable laws;

• Perform such functions as are required to be performed by the compensation committee under the SEBI (SBEB & SE) Regulations, if applicable;

• Frame suitable policies, procedures and systems to ensure that there is no violation of securities laws, as amended from time to time, including:

(a) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and

(b) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to the Securities Market) Regulations, 2003, by the trust, the Company and its employees, as applicable.

• Administering monitoring and formulating detailed terms and conditions the employee stock option scheme/ plan approved by the Board and the members of the Company in accordance with the terms of such scheme/ plan ("ESOP Scheme"), if any;

• Construing and interpreting the ESOP Scheme and any agreements defining the rights and obligations of the Company and eligible employees under the ESOP Scheme, and prescribing, amending and/ or rescinding rules and regulations relating to the administration of the ESOP Scheme;

• Perform such other activities as may be delegated by the Board or specified/ provided under the Companies Act, 2013 to the extent notified and effective, as amended or by the SEBI Listing Regulations, as amended or by any other applicable law or regulatory authority.

• For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

(a) use the services of an external agencies, if required;

(b) consider candidates from a wide range of backgrounds, having due regard to diversity; and

(c) consider the time commitments of the candidates.

• Carrying out any other functions required to be carried out by the NRC as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time.

iii. Stakeholders' Relationship Committee ("SRC"):

The Company has constituted the SRC in compliance with the provisions of Section 178 of the Companies Act, 2013 and the SEBI Listing Regulations. The SRC was reconstituted on November 24, 2025. The Company Secretary acts as the Secretary to the SRC.

- Composition & Meetings of SRC:

During the year, the SRC met 1 (One) time i.e. on February 12, 2026.

As on date of this Report, the SRC comprises 4 (four) Directors, i.e. 3 (three) Non-Executive Independent Directors and 1 (one) Executive Director as members. The composition and attendance details of SRC are as follows:

- Composition & Meetings of CSR Committee:

During the year, the CSR Committee met 1 (One) time i.e. on November 6, 2025. As on date of this Report, the CSR Committee comprises 4 (four) Directors, i.e. 2 (Two) Non-Executive Independent Directors and 2 (two) Executive Director as members. The composition and attendance details of CSR Committee are as follows:

* Appointed as members of the Committee w.e.f. November 24,2025 - Terms of Reference:

The CSR Committee acts in accordance with the terms of reference specified under Section 135 of the Companies Act, 2013. The terms of reference of the CSR Committee are as follows:

• Formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy;

• Recommend the amount of expenditure to be incurred on the CSR activities;

• To review and recommend the Corporate Social Responsibility Report (CSR Report) to the Board for its approval;

• Monitor Corporate Social Responsibility Policy of the Company from time to time;

• Monitor the CSR activities undertaken by the Company;

• Evaluate its performance annually;

• Perform such other functions as may be required under the relevant provisions of the Companies Act, 2013, the Rules made there under and discharge such other functions as may be specifically delegated to the Committee by the Board from time to time.

- Annual Report on CSR:

The Report on information required to be provided under Section 134(3)(o) of the Companies Act, 2013 read with the Rule 9 of the Companies (Accounts) Rules, 2014 in relation to disclosure about CSR is annexed as "Annexure II" to this report.

15. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

In accordance with Schedule IV and the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors was held on February 12, 2025 to review, among other matters, the performance of the non-Independent Directors, the Board as a whole, the Chairman's performance, and the flow of

communication between the Board and the management.

(a) Shareholders' Meetings:

During the year under review, following Shareholders' Meetings were held:

(b) Postal Ballot:

During the year, company sought for the Shareholders approval, by way of postal ballot:

1. Approval of "Monika Alcobev Employee Stock Option Scheme 2026 ("ESOS- 2026")".

2. To extend approval of "Monika Alcobev Employee Stock Option Scheme 2026 ("ESOS-2026")" to the Employees/ Directors of its Holding Company(ies), Subsidiary Company (ies) and/ or Associate Company(ies), Group Company(ies) [Present and Future].

3. Appointment of Mr. Ghanshyam Vijaykumar Vyas (DIN: 11386659) as an Independent Director.

4. Appointment of Mr. Samir Kumar Das (DIN: 09645179) as an Independent Director.

Which was duly passed by requisite majority on March 22, 2026 and result of the same were announced on March 23, 2026. M/s. Agrawal Mundra & Associates, Company Secretaries, was appointed as the scrutinizer for conducting the postal ballot/e-voting process in a fair and transparent manner.

17. INVESTOR GRIEVANCE REDRESSAL:

Throughout the financial year under review, all investor grievances were addressed promptly and resolved in a timely manner. As of March 31, 2026, no complaints were outstanding against the Company, as confirmed by the certificate issued by the Registrar and Transfer Agent.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34(2)(e) read with Para B of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis Report is enclosed as a part of this report.

19. CORPORATE GOVERNANCE:

As the Company is listed on the SME Platform of the BSE Limited, The Corporate Governance requirements as stipulated under the SEBI Listing Regulations is not applicable to the company but the Company adheres to good Corporate Governance practices at all times.

20. CREDIT RATINGS:

During the year under review, the Company has obtained the credit rating from M/s. lnfomerics Valuation and Rating Limited (‘IVR') and M/s. Acuite Ratings & Research Limited, (‘ACUITE'), Credit Rating Agencies, the details of same is being given below:

STANDARDS:

During the year under review, the Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

22. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Company has formulated and adopted the "Nomination, Appointment and Remuneration Policy" for Directors, Key Managerial Personnel and Senior

Management Personnel of the Company in accordance with the provisions of Companies Act, 2013 read with the Rules made there under and SEBI Listing Regulations. The said Policy of the Company, provides: (i) Criteria for determining qualifications, positive attributes and independence of a director, (ii) Policy on Diversity of Board of Directors, (iii) Policy on Remuneration of the Directors, Key Managerial Personnel and Senior Management of the Company and (iv) Succession Plan for Board of Directors and Senior Management.

23. PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the provisions of the Companies Act, 2013, a Board Evaluation Policy has been framed and approved by the NRC and by the Board. The Board carried out an annual performance evaluation of its own performance, the Independent Directors individually as well as the evaluation of the working of the Committees of the Board. The performance evaluation of all the Directors was carried out by the NRC. The performance evaluation of the Chairman and the NonIndependent Directors was carried out by the Independent Directors.

The purpose of Board evaluation is to ensure continuous improvement in the Company's governance at the Board level. The Board aims to adopt and adhere to best practices in governance to fulfil its fiduciary responsibilities to the Company.

The Company has in place a structured questionnaire covering various aspects of the Board's functioning, including the adequacy of the composition of the Board and its Committees, Board culture, and the execution and performance of specific duties, obligations, and governance responsibilities. The Directors expressed satisfaction with the evaluation process.

24. ANNUAL RETURN:

25. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Except as disclosed elsewhere in this Report, no material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the regulators / courts that would impact the going concern status of the Company and its future operations.

27. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, (the Act) your Directors confirm that:

(a) In the preparation of the annual accounts duringtheyearunderreview,theapplicable accounting standards have been followed along with proper explanation relating to material departures.

(b) 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 the company at the end of the financial year and of the profit of the company for that year.

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) The directors have prepared the annual accounts on a going concern basis.

(e) The directors have established and implemented Internal Financial Controls that are adequate and operating effectively.

(f) 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.

(a) Statutory Auditors and Auditors' Report:

Pursuant to the provisions of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Members, at the 1st Annual General Meeting of the Company held on December 23, 2023, had appointed M/s. Shah Gupta & Co., Chartered Accountants (FRN:109574W), as the Statutory Auditors for the first term of five consecutive financial years from the conclusion of the 1^st Annual General Meeting of the Company held on December 23, 2023, till the conclusion of the 6th Annual General Meeting to be held in the year 2028.

The Statutory Auditors' Report for FY 2025-26 on the financial statement of the Company forms part of this Annual Report. Statutory Auditors have expressed their unmodified opinion on the Financial Statements and their report do not contain any qualification, reservations, adverse remarks or disclaimers. The Notes on financial statements are self-explanatory and needs no further explanation.

(b) Secretarial Auditors and Secretarial Audit Report:

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, made there under, mandate the company to have Company Secretary in practice

for furnishing secretarial audit report, accordingly the company has appointed M/s. Agrawal Mundra & Associates, Company Secretaries (ICSI Unique Code: P2019MP077600)a peer reviewed firm, to act as the Secretarial Auditor.

The Secretarial Auditors' Report for FY 2025-26 does not contain any qualification, reservation, or adverse remark. The Secretarial Auditors Report annexed as "Annexure III" to this Report.

(c) Internal Auditor and Internal Audit Report:

Pursuant to requirement of the Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014, the Board, at its meeting held on June 12, 2025, appointed H.D. Raiyani & Associates, Chartered Accountants (FRN: 154250W), as the Internal Auditor of the Company for the FY 2025-26 to conduct the internal audit.

During the year 2025-26, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

The Board of Director of the Company at its board meeting held on May 8, 2026 has appointed M/s. MYNS & Co. LLP, Chartered Accountants (FRN: W101239), as the Internal Auditor of the Company for the financial year 2026-27.

(d) Cost Auditors:

Provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company during the year under review.

29. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, no frauds were reported by the auditors of the company under section 143(12) of the Companies Act, 2013.

30. LOAN(S), GUARANTEE(S) OR INVESTMENT(S) UNDER SECTION 186 OF COMPANIES ACT, 2013:

During the year under Review, your Company has not provided loans/guarantees or made any investments under the terms of Section 186 of the Companies Act, 2013.

31. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions entered during the year were in the ordinary course of business and on arm's length basis except the transaction with Infinity Global Supply Chain Limited, a promoter group company for Leave and License Agreement for Adjoined Office Premises. The said transaction was not in the ordinary course of business but at arm's length basis and neither crossed the threshold limits provided under Rule 15 (3) (iii) of Companies (Meetings of Board and its Powers) Rules, 2014 nor material under regulation 23 of SEBI Listing Regulations. The transaction is approved by the Audit Committee and Board. Details of the transaction pursuant to Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is annexed as "Annexure IV" to this Report.

All Related Party Transactions were placed before the Audit Committee for prior approval. In accordance with the Policy on Related Party Transactions, the Audit Committee granted omnibus approval for repetitive transactions, which were subsequently reviewed on a quarterly basis.

The Policy on Related Party Transactions, as approved by the Board of Directors, is available on the Company's website at https:// monikaalcobev.com/storaae/1243/Policv-on- Related-Party-Transactions.pdf.

a. The steps taken or impact on conservation of energy-

The company is putting continuous efforts to reduce the consumption of energy and maximum possible saving of energy.

b. The steps taken by the company for utilizing alternate sources of energy-

The Company has used alternate source of energy, whenever and to the extent possible.

c. The capital investment on energy conservation equipment's-

No Capital investment has been done by the Company during the year under review.

a. the effort made towards technology absorption-

The Company operates in the trading sector, where minimal technology input is required. However, to strengthen its systems and processes, the Company has incurred expenses, though no significant implementation or use of technology has been carried out during the year under review.

b. the benefits derived like product improvement, cost reduction, product development or import substitution-

The Company always aim to innovate its product and process and thereby continuous efforts are being put for product improvement, cost reduction, product development and strategies for import substitution. No specific activity has been done by the Company.

c. in case of imported technology imported during the last three years reckoned from the beginning of the financial year

No technology has been imported.

d. the expenditure incurred on Research & Development

Looking into the nature of Company's business, it has not spent any amount on Research & Development during the year under review.

III. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has the following foreign exchange earnings and outgo:

33. PARTICULARS OF EMPLOYEES:

Employees of the company are its most important assets. The company promotes and practices progressive HR policies to encourage, motivate and attract as well as retain quality professionals. During the year, your Company had 222 employees as of March 31, 2026. There are 196 male and 26 female employees as on the financial year end.

The ratio of the remuneration of each Director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as "Annexure V" to this Report.

34. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing the details of deposits covered under Chapter

V of the Act and the Rules made thereunder and the details of deposits which are not in compliance with the requirement of Chapter

V of the Companies Act, 2013 is not applicable.

35. UNSECURED BORROWINGS FROM DIRECTORS:

During the year, the Company has received and repaid unsecured loans from its directors. These borrowings are interest-free and are repayable on demand.

In accordance with Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, the necessary declarations have been obtained from the concerned Directors confirming that the amounts provided are from their own funds and do not constitute deposits under the said Rules.

Your Directors draw the attention of the members to Schedule No. 7 & 28 of the Notes to Accounts forming part of the financial statements for further details regarding these transactions.

36. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has in place adequate internal financial controls with reference to financial statements, commensurate with the size, scale and complexity of its operations. The Company has laid down standards, processes and structures which enable implementation of internal financial control across the organization and ensure that the same are adequate and operating effectively.

The Company has appointed M/s. H.D. Raiyani & Associates as Internal Auditors who reviewed the internal control systems of the Company and reported thereon. The report of the Internal Auditors was periodically reviewed by the Audit Committee.

37. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has formulated a Vigil Mechanism / Whistle Blower Policy in terms of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations for the employees to report their grievances / concerns about instances of unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct by means of protected disclosure to the Vigilance Officer or the Chairperson of the Audit Committee.

During the year, no protected disclosures were received.

38. RISK MANAGEMENT (RISK ASSESSMENT AND MINIMIZATION PROCEDURE):

The Company has a policy on Risk Management (Risk Assessment and Minimization Procedure) to identify various kinds of risks in the business of the Company. There are no such risks, which, in the opinion of the Board, threaten the existence of your Company. However, some of the risks which are inherent in business and the type of industry in which it operates are elaborately described in the Management Discussion and Analysis Report forming part of this Report.

39. DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has formulated a Policy on prevention of Sexual Harassment in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder which is aimed at providing every woman at the workplace a safe, secure and dignified work environment.

The Company has complied with the applicable provisions of the said Act, including constitution of the Internal Complaints Committee.

During the year, no complaints of sexual harassment were received. The particulars are as follows:

40. DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

The Maternity Benefit Act, 1961 was enacted to safeguard the employment and well-being of women during maternity by providing for maternity leave, benefits, and protection against dismissal or discrimination on account of pregnancy. In accordance with the provisions of the Maternity Benefit Act, 1961, as amended, the Company hereby discloses the following information for the FY 2025-26:

The Company is committed to providing a safe, inclusive, and supportive working environment for all women employees, in line with the provisions of the said Act.

41. DECLARATION AFFIRMING COMPLIANCE WITH CODE OF CONDUCT:

It is hereby confirmed and declared that all Board Members and Senior Management Personnel have individually affirmed their compliance with the Code of Conduct adopted by the Company for the financial year ended March 31, 2026. This affirmation is detailed in Annexure-VI to this report.

42. OTHER DISCLOSURES /REPORTING:

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions or such matters were not applicable during the year under review:

(a) During the financial year under review, your Company does not have any Subsidiary, Joint Venture(s) and Associate Companies.

(b) Receipt of remuneration or commission from any of the subsidiaries by the Executive Directors of the Company.

(c) Issue of Debenture, Bonds or any other Convertible Securities

(d) Issue of warrants

(e) Shares held in Trust for the benefit of employees where the voting rights are not exercised directly by employees

(f) There was no instance of one-time settlement with any Bank or Financial Institution.

(g) During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or other Courts.

Further, all other disclosures required under the Companies Act, 2013, the Rules framed thereunder, and the SEBI Listing Regulations are either NIL or not applicable.

43. ACKNOWLEDGEMENTS:

The Board wishes to place on record its appreciation for the assistance and support received from the lenders, government, regulatory authorities, customers, business associates and vendors.

Your directors take this opportunity to express their sincere thanks to all the members and stakeholders for the faith and confidence that they reposed in the Company and the management.

Your directors attach immense importance to the contribution of the employees and sincerely thank them for sharing the Company's vision and philosophy and for their dedication and commitment.