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Mohini Health & Hygiene Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors are pleased to present the 16th Annual Report on the business and operations of the Company together with the Company''s audited financial statements and the auditors'' report thereon for the financial year ended March 31,2025. The financial highlights for the year are given below:

1. Financial Results: The financial performance, prospects, financial summary or highlights are as follows:

(Rs. in Lakhs)
PARTICULARS	STANDALONE		CONSOLIDATED
Particulars	Year Ended	Year Ended	Year Ended	Year Ended
	March 31,	March 31,	March 31,	March 31,
	2025	2024	2025	2024
Revenue from operation and other income	17,866.53	20,761.64	17,869.58	20756.31
Expenses (including depreciation & amortization expenses)	16,372.80	19,421.78	16,383.57	19422.53
Profit before exceptional and extraordinary items and tax	1493.73	1,339.86	1486.01	1333.78
Profit/(Loss) before tax	856.51	1,339.86	848.79	1333.78
Tax Expenses :
â¢ Current Tax	305.97	281.04	306.87	281.13
â¢ Deferred Tax	(27.62)	(16.53)	(28.44)	(16.43)
â¢ Earlier year Taxes	(14.90)	-	(14.90)	-
Profit from the period from continuing Operations	593.06	1,075.35	585.26	1075.16
Minority share in Post Acquisition Profit /loss
Profit for the Period	593.06	1,075.35	585.26	1075.16

The Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2025 have been prepared in accordance with the Indian Accounting Standard (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

2. State of Company''s affairs and future outlook:

The financial year 2024-25 was marked by both opportunities and challenges. Despite a dynamic market environment, Mohini Health and Hygiene Limited demonstrated resilience and commitment to sustainable growth.

â¢ Revenue from Operations and Other Income: The Company achieved a revenue of ''17,866.53 lakhs from

operations and other income. As there 13.94 % decrease in revenue compared to the previous financial year. This decline can be attributed to several factors, like decline in the sales price of the finished products as well as Raw Material Prices and Sales cut off in line with the accounting standard "Revenue Recognition" for the goods exported which is in transit. Despite this, our core business remains strong, and we are implementing strategies to regain growth momentum.

Â¦ Expenses: Total expenses, including depreciation and amortization, stood at ''16,372.80 lakhs. This marks a significant reduction from ''19,421.78 lakhs in the previous financial year, representing approximately a 15.7% decrease. This reduction is primarily due to decrease in the cost of

material consumed and prudent cost management and optimization initiatives across various operational areas, including procurement, manufacturing efficiencies, and administrative overheads. The Company maintained a vigilant approach to cost management while ensuring necessary investments for future growth.

â¢ Profit Before Exceptional and Extraordinary Items and Tax: Our operational efficiency translated into a profit of ''1,493.73 lakhs before considering exceptional and extraordinary items and tax, indicating healthy core business performance.

â¢ Profit/(Loss) Before Tax: The profit before tax for the period was ''856.51 lakhs. This figure reflects the impact of various factors, including any exceptional or extraordinary items waive off insurance claim receivable.

â¢ Profit for the Period: The net profit for the period stood at ''593.06 lakhs. This is a testament to our strategic initiatives and the dedication of our team.

Overall, the financial results demonstrate our ability to generate healthy revenues and maintain profitability in a competitive landscape. The positive net profit for the period underscores our solid financial footing.

During the year, we focused on enhancing our product portfolio, strengthening our distribution network, and optimizing our manufacturing processes. Our commitment to quality and innovation remained paramount, enabling us to meet evolving consumer demands and reinforce brand loyalty. The health and hygiene sector is poised for significant growth, driven by increasing health awareness, changing lifestyles, and a greater emphasis on personal and public hygiene. Mohini Health and Hygiene Limited is strategically positioned to capitalize on these trends.

Our key focus areas for the upcoming year include:

â¢ Market Expansion: Exploring new geographical markets and strengthening our presence in existing ones through deeper penetration and wider distribution channels.

â¢ Product Innovation: Continuing to invest in R&D to introduce new, innovative, and eco-friendly products that align with consumer preferences and regulatory standards.

â¢ Operational Excellence: Further optimizing our supply chain and manufacturing processes to enhance efficiency, reduce costs, and improve responsiveness to market demands.

â¢ Digital Transformation: Leveraging technology to improve customer engagement, streamline internal operations, and enhance data-driven decision-making.

We anticipate continued growth in the health and hygiene segment and are confident in our ability to navigate potential economic fluctuations. Our robust business model, strong brand equity, and dedicated team provide a solid foundation for future success. We are committed to delivering sustainable

value to our shareholders, customers, and all stakeholders. Sustainability Initiatives: Sustainability will continue to be integrated into our business practices. We are committed to reducing our environmental footprint through eco-friendly product designs and sustainable sourcing practices.

Financial Performance: Our objective is to maintain strong financial performance with sustainable profitability. We will prioritize prudent financial management and capital allocation to support long-term growth objectives.

Our Company is well-positioned to capitalize on opportunities in the health and hygiene sector. Our robust financial performance, strategic initiatives, and commitment to innovation and sustainability provide a solid foundation for sustainable growth and value creation for our stakeholders.Now the Company is mainly focused on efficient products with effective services and quality standards are of utmost importance. We are continuously striving to grow by expanding the market base, by introducing the best quality Surgical & Hygiene Products, and by setting up high standards for the industry. This will not only uplift consumer satisfaction level to the next level but will also give a quality product in the market at competitive rates in addition to prompt services.

3. Change in nature of business, if any

During the year under review, there has been no change in nature of business of the Company.

4. Changes in Share Capital

The company has increased its Authorised Capital to Rs. 25 Crores from 20 Crores at the Extra ordinary General Meeting Held on 06th February,2025. There was no change in the paid up capital of the company during the year.

At present, the Company has only one class of shares- Equity shares of ''10/- each. The paid up share capital of the Company is ''18,23,59,000/- divided into ''1,82,35,900equity shares of ''10/- each.

5. Credit Rating Credit rating issued by India Ratings & Research (Ind-Ra) are as under:
Facilities	Amount (Rs. in millions)	Rating
Fund-Based Working Capital Limits	300	IND BBB-/Stable/IND A3
Long-term/Term Loan	67.60	IND BBB-/Stable
Fund-Based Limits	92.91	IND BBB-/Stable

6. Amounts transferred to reserves

During the year under review,Profit of Rs.593.06 lakh has been transferred to the General Reserves.

7. Dividend

For the year under consideration, the Board of Directors does not recommended dividend due to conservation of resources and long-term objective of growth. The Members has approved the payment of dividend for the Financial year 2023-2024 in the last AGM. The Dividend was duly paid by the Company.

8. Material Changes between theend of financial year and the date of the Board report

No material changes and commitments affecting the financial position of the Company occurredbetween the end of the financial year of the company to which thefinancial statement relates and the date of the report Except the Company has altered its Memorandum of Association by inserting other object & Altered the Articles of Association at their extra ordinary General Meeting held on 20th June,2025

9. Transfer of unclaimed dividend to investor education and protection fund

The provisions of Section 125(2) of the Companies Act, 2013do not apply as dividend was declared and paid last year.

The following table gives information relating to outstanding dividends and the dates by which they can be claimed by the Members from the Company''s RTA

Financial year	Date of Declaration	Last date for claiming unpaid Dividend
2023-24	28-09-2024	28-10-2031

10. Subsidiary Company& Associate Company Subsidiary Company

The Company has its wholly owned subsidiary Mohini Active Life Private Limited incorporated on 30thJune, 2022. The company has not started its business yet.

Associate Company

The Company has one Associate Company Mohini Hygiene Care Products Private Limited incorporated on 15thJune, 2020. A statement containing the salient features of the financial statements of subsidiary / associates / joint venture companies, as per Section 129(3) of the Companies Act, 2013, in Form AOC-1 is annexed as Annexure I''.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.mohinihealthandhygiene.com. Further, as per fourth proviso of the said section, audited annual accounts of its Subsidiary Companyhave also been placed on the website of the Company. Shareholders interested in obtaining a physical copy of the audited annual accounts of the Subsidiary Companies may write to the Company Secretary requesting for the same.

Report on highlights on performance of Subsidiaries, Associates and Joint Venture Companies and their c o n t r i b u t i o n t o

overall performance of the companies during the financial year 2024-2025

Sr.	Name of	Category	Contribution	Contribution
No.	Subsidiaries,		to the overall	to the overall
	Associates		performance	performance
	and Joint		of the	of the
	Venture		Company	Company
	Companies		(Rs. in Lakhs)	(In %)
1	Mohini	Wholly	0.32	0.05%
	Active	Owned
	Life	Subsidiary
	Private
	Limited
2	Mohini	Associate	-08.20	-1.40%
	Hygiene	Company
	Care
	Products
	Private
	Limited

11. Annual Return

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at https://mohinihealthandhygiene.com/investor_relations/annual-retum/

12. Board Meetings

The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company and its subsidiaries. The notice of Board Meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Pithampurand Indore and attending through Audio visual means is also being provided to the directors on their request. The Agenda for the Board Meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

Sr. No.	Date of Board meeting (DD/MM/YYYY)		Total Number of directors as on the date of meeting		Attendance
					Number of directors attended	% of attendance
1	29-05-2024		8		8	100
2	24-08-2024		8		8	100
3	13-11-2024		8		4	50
4	10-01-2025		8		7	87.5
5	21-01-2025		8		5	62.5
6	28-03-2025		8		8	100
The provisions of Companies Act, 2013, Secretarial Standard 1 and the Listing Regulations were adhered to while considering the time gap between two meetings. 13. Audit Committee The Audit Committeecomprises ofMr. Mukesh Vyas as a chairman, Mr. Mahesh Fogla , Mr. Mukul Jain and Mr. Sarvapriya Bansal as members. During the year under review, the Committee met6 (Six) times.
Sr. No.	Type of meeting	Date of meeting		Total Number of Members as on the date of meeting	Attendance
					No.Number of members attended		% of attendance
1	Audit Committee	29-05-2024		4	4		100
2	Audit Committee	24-08-2024		4	3		75
3	Audit Committee	13-11-2024		4	3		75
4	Audit Committee	10-01-2025		4	4		100
5	Audit Committee	21-01-2025		4	3		75
6	Audit Committee	28-03-2025		4	4		100
The terms of reference of the Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 and the Rules made thereunder.

14. Nomination and Remuneration Committee The Nomination and Remuneration Committee comprises of Mr. Mukesh Vyasas a Chairman and Mr. Mukul Jain and Mr. Chandrashekhar Bobra as members.
Sr. No.	Type of meeting	Date of meeting (DD/MM/YYYY)	Total Number of Members as on the date of meeting	Attendance
Sr. No.	Type of meeting	Date of meeting (DD/MM/YYYY)	Total Number of Members as on the date of meeting	No.Number of members attended	% of attendance
1	Nomination & Remuneration Committee	21-01-2025	3	2	66.66667
2	Nomination & Remuneration Committee	28-03-2025	3	3	100
The terms of reference of the Committee are in accordance with the provisions of Section 178 of the Companies Act, 2013 and Rules made thereunder.

15. Policy on Directors'' Appointment and Remuneration and Other Details

In compliance with the requirements of Section 178 (3) of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, 2015, the Company has laid down a Nomination and Remuneration Policy which has beenuploaded on the Company''s website. The web-link as required under the Companies Act, 2013 is as under https://mohinihealthandhygiene.com/wp-content/uploads/Nomination-and-Remuneration-Policy.pdf

The salient features of the NRC Policy areas under:

1. Setting out the objectives of the Policy

2. Definitions for the purposes of the Policy

3. Policy for appointment and removal of Director, KMP and Senior Management

4. Policy relating to the Remuneration for the Managerial Personnel, KMP Senior Management Personnel & other employees

5. Remuneration to Non-Executive / Independent Director

16. Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of Mr. Chandrashekhar Bobra as Chairperson and Mr. Avnish Bansal and Mr. Saravapriya Bansal as members. During the year under review, the Committee met 1(one) times on March 28, 2025

Sr. No.	Type of meeting	Date of meeting (DD/MM/YYYY)	Total Number of Members as on the date of meeting	Attendance
				No.Number of members attended	% of attendance
1	Stakeholders Relationship Committee	28-03-2025	3	3	100
The terms of reference of the Committee are in accordance with the provisions of Section 178 of the Companies Act, 2013 and Rules made there under. 17. Corporate Social Responsibility (CSR) 17.1 Corporate Social Responsibility (CSR) Committee The Corporate Social Relationship Committee consists of Mr.Chandrashekhar Bobra as Chairman and Mr. SarvapriyaNirmalesh Bansal and Mrs. Parul Bansalas members. During the year under review, the Committee met 1 (One) time on August 24,2024
Sr. No.	Type of meeting	Date of meeting (DD/MM/YYYY)	Total Number of Members as on the date of meeting	Attendance
				No.Number of members attended	% of attendance
1	Corporate Social Relationship Committee	24-08-2025	3	3	100
The terms of reference of the Committee are in accordance with the provisions of Section 135 of the Companies Act, 2013 and Rules made there under.

17.2 Details of Policy developed and implemented by the Company on its Corporate Social Responsibility initiatives

In compliance with requirements of Section 135 of the Companies Act, 2013, the Company has laid down a CSR Policy to provide benefit to the weaker section of the Society. The report on CSR activities carried out during the financial year ended 31st March, 2025 in the formas prescribed under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure II''

Shareholders Meeting: During the year the Company has called two Shareholders meeting.

1. Annual General Meeting hold on 28-09-2024 (All resolution were unanimously approved by members of the Company)

2. Extra ordinary General meeting hold on 06-02-2025 (All resolution were unanimously approved by members of the Company) but the company has not acted on the resolution passed for preferential allotment.

18. Directors Responsibility Statement

In terms of provisions of Section 134 (5) of the Companies Act, 2013, the Board of Directors hereby confirmthat:-

i. In the preparation of the Annual Accounts for the financial year ended March 31,2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies as listed in financial statements 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 the affairs of the Company at the end of the financial year as on March 31, 2025and of the profit of the Company for that period;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

iv. The Directors have prepared the Annual Accounts on a going-concernbasis;

v. The Directors have laid down internal financial controls to be 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.

19. Declarationof Independence

Mr.Mukesh Vyas, Mr. Mukul Jain, Mr. Chandrashekhar Bobra and Mr. Mahesh Fogla are Independent Directors of the Company.The Company has received declarations / confirmations from all the Independent Directors of the Company as required under Section 149(7) of the Companies Act, 2013, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Certificate under Regulation 34(3) of the Listing Regulations received from CS Nilam Binjwa is attached in Annexure VII

20. Auditors20.1 Statutory Auditor&their Report

The Members of the Company had, at their 12th AGM held on September 30, 2021, appointed M/s Mahesh C. Solanki & Co. (FRN: 006228C)as the Statutory Auditor of the Company to hold office for a term of five years commencing from the conclusion of the 12th AGM up to the conclusion of 17thAGM of the Company to be held in the year 2026.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report does not contain any qualification, reservation or adverse remark except The Company has booked insurance claim receivable amounting to Rs. 2,503.73 lakhs as on 31 March, 2024 out of which Rs. 618.48 Lakhs has been booked as loss during the financial year 2024-25. We are unable to comment on appropriateness of assumption taken for booking of insurance claim which is still under process with the insurance company and consequential impact, if any that may arise from this matter The Comments on the qualifications in the Auditors'' Report on the financial statements of the Company for financial year 2024-25 are provided in the "Statement on Impact of Audit Qualifications" which is annexed as Annexure VIII'' and forms part of this report.

20.2 Secretarial Auditor& their Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Boardin its meeting held on May29, 2024 has appointed Ms. Neelam Binjwa, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed herewith marked as Annexure III'' to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

20.3 Internal Auditor Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board in its

meeting held on May29, 2024 has appointed M/s Ashok Chhajed& Associates, Chartered Accountant firm as an Internal Auditor of the Company to conduct Internal Audit of records and documents of the Company for the financial year 2024-25.

21. Loans, guarantees or investments

The Particulars of loans, investments or guarantees have beendisclosed in the financial statements and the Company has

dulycomplied with Section 186 of the Companies Act, 2013 in relationto Loans, Investment and Guarantee during the financial year2024-25. During the year under review the Company has given loan to any person or other body corporate, gave guarantee or provided security in connection with a loan to any other body corporate or person and acquired by way of subscription, purchase or otherwise, the securities of any other body corporate as detailed below.

22. Related Party Transactions

Related party transactions that were entered into during the financial year were on arm''s length basisand were in ordinary course of business. There are no materially significant related party transactions made by the Company which may have

potential conflict with the interest of the Company.

There are no material related party transactions which are not in ordinary course of business or which are not on arm''s length basis and hence there is no information to be provided as

requiredunder Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. AOC-2 Is enclosed as annexure IA

The Board has approved a policy for related party transactions which has been uploaded on the Company''s website. The web-link as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under: https://mohinihealthandhygiene.com/wp-content/uploads/Policy-on-Related-Party-transaction_29052025_MHHL.pdf Suitable disclosures as required under AS-18 have been made in the Note No 36of the financial statements.

23. Employee Stock Purchase Scheme

The Board of Directors and the Shareholders of the Companyhave approved the ''Mohini Employee Stock Purchase Scheme 2020'' (''Scheme'') in their Board Meeting & Members meeting held on_24th August,2020and 29th September 2020 respectively. This scheme is effectivefrom 29th September 2020. Pursuant to the Scheme, the Company has,constituted Mohini Employee Welfare Trust (''Trust'')to acquire, hold and allocate/transfer equity shares of theCompany to eligible employees from time to time on the termsand conditions specified under the Scheme. During the year under review the trust hold 184500 Company''s equity shares. The trust sold 49500 Shares during the year under review, The disclosure in terms of Section 67 of the Act read with Rule 16of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

The Disclosure as per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 has been annexed herewith as Annexure Viand also on the website of the Company under the following link: https://mohinihealthandhygiene.com/ investor_relations/annual-reports/

24. Conservation of energy, technology absorption, foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, is annexed herewith as''AnnexureiV''.

25. Risk management policy of the Company

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the

Audit Committee and the Board of Directors of the Company.

26. Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committees.

27. Board of Directors and Key Managerial Personnel Directors Appointment & Cessation

Reappointment of Mr. Avnish Sarvapriya Bansal as a Managing Director w.e.f 23rd January,2025 as recommendedby Nomination& Remuneration Committee Meeting, Audit Committee Meeting & Board Meeting at their meeting held on 21st January,2025 and Special resolution was passed at the Extra Ordinary General Meeting held on 20th June,2025

Reappointment of Mr. Savrapriya Bansal as a Whole time Director for further three years w.e.f. 29th August,2025 as recommended by the Nomination & Remuneration Committee Meeting, Audit Committee Meeting and Board Meeting held on 12th May,2025. And subsequent special resolution was passed at the Extra OrdinaryGeneral Meeting held on 20th June,2025.

Reappointment of Mrs. Parul Bansal as a Whole time Director for further three years w.e.f. 29th August,2025 as recommended by the Nomination & Remuneration Committee Meeting, Audit Committee Meeting and Board Meeting held on 12th May,2025 and subsequent special resolution was passed at the Extra OrdinaryGeneral Meeting held on 20th June,2025.

Reappointment of Mr. Viral Patel as a Director for further one years w.e.f. 29th August,2025 as recommended by the Nomination & Remuneration Committee Meeting at their meeting held on 29th August,2025, Audit Committee Meeting and Board Meeting held on 30th August,2025 subject to Members approval in the upcoming Annual General meeting.

Key Managerial Personnel Appointment & Cessation

There were no change in KMP during the year.

Directors Liable to Retire by Rotation and Being Eligible Offer themselves for Re-Appointment

IIn accordance with Articles of Association of the Company and the Companies Act, 2013, one-third of the total Directors, other than Independent Directors of the Company, retire by rotation at

every Annual General Meeting and accordingly, Mr. AvnishSarvapriyaBansal (DIN:02666814) Director shall retire by rotationat the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. Mr. Viral Patel (DIN:09662042) shall retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

The Company has received declaration from all the IndependentDirectors of the Company confirming their registration withthe databank of Independent Directors as notified by MinistryOf Corporate Affairs and also that they meet the criteria ofindependence as prescribed under the Companies Act, 2013(''Act'') and SEBI (LODR) Regulations, 2015.

Review of performance of the Board

The Company has duly approved Nomination and Remuneration Policy prescribing inter-alia the criteria for appointment,

remuneration and performance evaluation of the directors. As mandated by Section 134 & 178 read with Schedule IV of the Act and Regulation 25 of the SEBI (LODR) Regulations, 2015 as applicable on the Company, the Independent Directors in their separate meeting held on March 28, 2025 have reviewed the performance of Non-Independent Directors, Chairperson and Board as a whole alongwith review of quality, quantity and timeliness of flow of information between Board and management and expressed their satisfaction over the same. Furthermore, Board is of the opinion that Independent directors of the company are persons of high repute, integrity & possess the relevant expertise & experience in their respective fields.

The Certificate of Non-Disqualification of Directors (Pursuant to Regulation 34(3) and clause (10)(i) of Para C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) is hereby received from Secretarial Auditor CS Neelam Binjwa is attached as AnnexureVI

28. Internal Financial Control

Your Company has well defined and adequate internal controls and procedures, commensurate with its size and nature of its operations. The Company''s internal control procedures which includes internal financial controls; ensure effective compliance with various policies, practices and statutes keeping in view the organization''s pace of growth and increasing complexity of operations. The internal auditors'' team carries out extensive audits throughout the year and submits its reports to the Audit Committee of the Board of Directors.

29. Disclosure on establishment of a Vigil Mechanism

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or Whistle Blower Policy for directors, employees and other stakeholders to report genuine concerns has been established. The same is uploaded on the website of the Company and the web-link is https://mohinihealthandhygiene.com/wp-content/uploads/Vigil-Mechanism.pdf

30. Employees compliances:

a. Particulars of employees and related disclosures

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 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, 2014has been appended as''Annexure V'' of this Report.

b. Prevention of Sexual Harassment at Workplace

Mohini is committed to provide an environment that supports all employees to work together with openness and trust and in ways that demonstrate respect, value differences and has Zero tolerance for Sexual Harassment. In compliance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder, the Company has implemented a comprehensive ''Anti Harassment Policy'' includes any unwelcome behaviour that creates a hostile workenvironment. This includes sexual harassment, bullying, and other forms of harassment. which is gender-neutral, covering all the employees, contractors, vendors, and visitors, and covers all work-related settings and communications at all its offices The Company has constituted Internal Committees comprising internal and external members.with relevant experience to address complaints of sexual harassment in a timely and confidential manner. Further, awareness programs and training sessions are periodically conducted across its locations to sensitise employees and promote a culture of dignity and respect at the workplace.

Sr. No.	Particulars
1	Number of Sexual Harassment Complaints Received	0
2	Number of Sexual Harassment Complaints disposed off	0
3	Number of Sexual Harassment Complaints pending beyond 90 days.	0

c. Statement That company has complied with Maternity Benefit Act.

At Mohini we support and safeguard the health, well-being, and financial security of our women employeesduring maternity, in compliance with the Maternity Benefit Act, 1961 (as amended in 2017). This policy applies to all full-time female employees of Mohini Health & Hygiene Limited who have completed at least 80 days of service in the 12 months preceding the expected date of delivery. The Company has detailed policy on Maternity Benefit Act.

d. Number of Employees as on the closure of Financial Year-230

1. Male -185

2. Female-45

3. Transgender- 0

31. Corporate Governance

The equity shares of the Company are listed on Emerge Platform of National Stock Exchange of India Limited (NSE).As per Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Para C of Schedule V relating to Corporate Governance Report, shall not apply to Companies listed on SME Exchange. Hence,report on Corporate Governance does not form part of this Annual Report.

32. Management Discussion and Analysis Report

The Report on Management Discussion and Analysis for the Financial Year ended March 31,2025 is annexed as ''Annexure IX'' to this Report.

33. Listing of Securities

The equity shares of the Company are listed on Emerge Platform of NSE with security symbol ''MHHL''. The Company has paid the annual listing fees to NSE and annual custody fees to NSDL and CDSL.

34. Other statutory disclosures and information

34.1.There have been no material changes/commitments

affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date on report;

34.2. During the year under review,the Company has not accepted the deposit from the public under section 73 to 76 of the Companies Act, 2013 and the rules made there under;

34.3. During the year, there is no fraud which has been reported to the Audit Committee / Board.

34.4. Pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, business responsibility report is not applicable to your Company for the financial year ending March 31, 2025.

34.5. The Company has approved theMohini Employee Stock Purchase Scheme 2020 andalso madeprovision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

34.6. No fraud has been reported by the Auditors to the Audit Committee or the Board;

34.7. No significant or material orders were passed by the Regulators or courts or tribunals which impact the going concern status and Company''s operations in future;

34.8. There have been no instances of any revision in the Board Report or the financial statement, hence disclosure under Section 131(1) of the Companies Act, 2013 is not required;

34.9. The Company has not paid any commission to any of its Directors and hence, provision of disclosure of commission paid to any Director as mentioned in Section 197(14) of the Companies Act, 2013 is not applicable;

34.10. The Company has not issued (a) any shares with differential voting rights (b) Sweat Equity shares (c) shares under any Employee stock option scheme, hence no disclosures are required to be made as per the Companies (Share Capital and Debentures) Rules, 2014;

34.11. The Central Government has not prescribed the maintenance of cost records by the Company under Section 148(1) of the Companies Act, 2013 for any of its products;

34.12. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act,

2013 to redress complaints received regarding sexual harassment.

35. Details of application made or any proceeding pending underthe Insolvency and Bankruptcy Code, 2016 (31 of 2016) andtheir status

There are no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of2016) during the year

36. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and their status

There are no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of2016) during the year

37. Acknowledgment

The Directors thank all the shareholders, customers, dealers, suppliers, bankers, financial institutions and all other business associates for their continued support to the Company and the confidence reposed in its Management. The Directors also thank the Government authorities for their understanding and co-operation.

The Directors wish to record their sincere appreciation of the significant contribution made by the employees of the Company at all levels to its profitable and successful operations.

Mar 31, 2024

Your Directors are pleased to present the 15th Annual Report on the business and operations of the Company together with the Company''s audited financial statements and the auditors'' report thereon for the financial year ended March 31, 2024. The financial highlights for the year are given below:

1. Financial Results:

The financial performance, prospects, financial summary or highlights are as follows:

(Rs. in Lakhs)
PARTICULARS	STANDALONE		CONSOLIDATED
	Year Ended March 31, 2024	Year Ended March 31, 2023	Year Ended March 31, 2024	Year Ended March 31, 2023
Revenue from operation and other income	20,761.64	19,831.84	20756.31	19834.19
Expenses (including depreciation & amortization expenses)	19,421.78	18769.61	19422.53	18772.23
Profit before exceptional and extraordinary items and tax	1,339.86	1,062.22	1333.78	1061.96
Profit/(Loss) before tax	1,339.86	1,062.22	1333.78	1061.96
Tax Expenses :
â¢ Current Tax	281.04	182.75	281.13	182.83
â¢ Deferred Tax	(16.53)	62.45	(16.43)	62.35
â¢MAT credit	-	138.47	-	138.47
Profit from the period from continuing Operations	1,075.35	678.56	1069.08	678.31
Minority share in Post Acquisition Profit /loss	-	-	-	-
Profit for the Period	1,075.35	678.56	1069.08	678.31

2. State of Company''s affairs and future outlook:

Financial Performance: Our Company has achieved a commendable financial performance in the year 2023-24. The company reported a total revenue of ''20761.64 Lakhs , marking a 4.69 % increase compared to the previous fiscal year. This growth can be attributed to strategic expansions in both domestic and international markets, as well as increased consumer demand for our innovative health and hygiene products.

Profitability: The Company achieved a net profit of 1075.35 Lakhs during the year, reflecting a 58.47% increase over the previous year. This growth underscores our effective cost-management strategies and efficient operational execution across all business segments.

Assets and Liabilities: The total assets of our Company stood at 13971.02 as of March 31, 2024. Our strong asset base enables us to pursue further growth opportunities while maintaining financial stability. Liabilities are well-managed, with prudent debt levels ensuring sustainable financial health.

Facilities	Amount (Rs. in millions)	Rating
Fund-Based Working Capital Limits	300.00	IND BBB-/Stable/IND A3
Long-term/Term Loan	67.60	IND BBB-/Stable
Fund-Based Working Capital Limits	92.91	IND BBB-/Stable

Market Position: Our Company continues to strengthen its market position in the health and hygiene sector. Our brands are widely recognized for quality and reliability, contributing to increased market share both locally and internationally.

Investments in Innovation: : Significant investments were made to innovate new products and improve existing offerings. This strategic focus on innovation ensures that we remain competitive in a rapidly evolving market environment.

Corporate Social Responsibility: We continue to uphold our commitment to corporate social responsibility, implementing initiatives that benefit local communities and promote education for children and good health to rural peoples and senior citizens.

Market Expansion: We plan to expand our market presence further into emerging markets and strengthen our distribution networks in existing markets. This expansion will be supported by targeted marketing strategies and enhanced customer engagement initiatives.

Product Innovation: Innovation remains a cornerstone of our strategy. We will continue to invest in research and development to introduce new products that meet evolving consumer preferences and regulatory standards.

Operational Efficiency: Enhancing operational efficiency will remain a key focus area. Through process optimization and digital transformation initiatives, we aim to streamline operations and improve cost-effectiveness.

Sustainability Initiatives: Sustainability will continue to be integrated into our business practices. We are committed to reducing our environmental footprint through eco-friendly product designs and sustainable sourcing practices.

introducing the best quality Surgical & Hygiene Products, and by setting up high standards for the industry. This will not only uplift consumer satisfaction level to the next level but will also give a quality product in the market at competitive rates in addition to prompt services.

3. Change in nature of business, if any

During the year under review, there has been no change in nature of business of the Company.

4. Changes in Share Capital

There was no change in the Share Capital of the company during the year.

At present, the Company has only one class of shares- Equity shares of Rs. 10/- each. The paid up share capital of the Company is Rs. 18,23,59,000/- divided into 1,82,35,900 equity shares of Rs. 10/- each.

5. Credit Rating

Credit rating issued by India Ratings & Research (Ind-Ra) are as under:

6. Amounts transferred to reserves

During the year under review, Profit of Rs.1075.35 lakh has been transferred to the General Reserves.

7. Dividend

For the year under consideration, the Board of Directors recommended a dividend of '' 0.50 paise per share i.e. 5% of the face value of the equity share capital of the Company for the financial year ended 31st March, 2024. The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The dividend pay-out for the year under review has been formulated after consideration of Company''s long term objectives of growth and also for conservation of resources.

8. Material Changes between the end of financial year and the date of the Board report

No material changes and commitments affecting the financial position of the Company occurred between the end of the

financial year of the company to which the financial statement relates and the date of the report.

9. Transfer of unclaimed dividend to investor education and protection fund

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as no dividend was declared and paid last year.

10. Subsidiary Company & Associate Company Subsidiary Company

The Company has its wholly owned subsidiary Mohini Active Life Private Limited incorporated on 30th June, 2022. The company has not started its business yet.

Associate Company

The Company has one Associate Company Mohini Hygiene Care Products Private Limited incorporated on 15th June, 2020.

A statement containing the salient features of the financial statements of subsidiary / associates / joint venture companies, as per Section 129(3) of the Companies Act, 2013, in Form AOC-1 is annexed as ''Annexure I''.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.mohinihealthandhygiene.com. Further, as per fourth proviso of the said section, audited annual accounts of its Subsidiary Company have also been placed on the website of the Company. Shareholders interested in obtaining a physical copy of the audited annual accounts of the Subsidiary Companies may write to the Company Secretary requesting for the same.

11. Annual Return

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at https://mohinihealthandhygiene.com/investor_relations/ann ual-return/

12. Board Meetings

The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company and its subsidiaries. The notice

of Board Meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Pithampur, and attending through Audio visual means is also being provided to the directors on their request. The Agenda for the Board Meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the year under review, the Board of Directors met Fourtimeson May 29, 2023, September 2, 2023, November 10, 2023, and March 06, 2024. The provisions of Companies Act, 2013, Secretarial Standard 1 and the Listing Regulations were adhered to while considering the time gap between two meetings.

13. Audit Committee

The Audit Committee Comprises of Mr. Mukesh Vyas as a chairman, Mr. Mahesh Fogla, Mr. Mukul Jain and Mr. Sarvapriya Bansal as members. During the year under review, the Committee met 4 (Four) times on May 29, 2023, September 2, 2023, November 10, 2023, and March 06, 2024

The terms of reference of the Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 and the Rules made thereunder.

14. Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Mr. Mukesh Vyas as a Chairman and Mr. Mukul Jain and Mr. Chandrashekhar Bobra as members. During the year under review, the Committee met 2 (Two) time on 2nd September, 2023 and 6th March, 2024.

The terms of reference of the Committee are in accordance with the provisions of Section 178 of the Companies Act, 2013 and Rules made thereunder.

15. Policy on Directors'' Appointment and Remuneration and Other Details

In compliance with the requirements of Section 178 (3) of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, 2015, the Company has laid down a Nomination and Remuneration Policy which has been uploaded on the Company''s website. The web-link as required under the Companies Act, 2013 is as under https://mohinihealthandhygiene.com/wp-content/uploads/Nomination-and-Remuneration-Policy.pdf

The salient features of the NRC Policy areas under:

1. Setting out the objectives of the Policy

2. Definitions for the purposes of the Policy

3. Policy for appointment and removal of Director, KMP and Senior Management

4. Policy relating to the Remuneration for the Managerial Personnel, KMP Senior Management Personnel & other employees

5. Remuneration to Non-Executive / Independent Director

16. Stakeholders Relationship Committee

The terms of reference of the Committee are in accordance with the provisions of Section 178 of the Companies Act, 2013 and Rules made there under.

17. Corporate Social Responsibility (CSR)17.1 Corporate Social Responsibility (CSR) Committee

The Corporate Social Relationship Committee consists of Mrs. Parul Bansal as Chairman and Mr. Sarvapriya Nirmalesh Bansal and Mr. Chandrashekhar Bobra as members. During the year under review, the Committee met 1 (One) time on 2^ndSeptember, 2023. The terms of reference of the Committee are in accordance with the provisions of Section 135 of the Companies Act, 2013 and Rules made there under.

17.2 Details of Policy developed and implemented by the Company on its Corporate Social Responsibility initiatives

In compliance with requirements of Section 135 of the Companies Act, 2013, the Company has laid down a CSR Policy to provide benefit to the weaker section of the Society. The report on CSR activities carried out during the financial year ended 31st March, 2024 in the form as prescribed under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure II''

18. Directors Responsibility Statement

In terms of provisions of Section 134 (5) of the Companies Act, 2013, the Board of Directors hereby confirm that:-

i. In the preparation of the Annual Accounts for the financial year ended March 31,2024, the applicable accounting

standards had been followed along with proper explanation relating to material departures;

iv. The Directors have prepared the Annual Accounts on a going-concern basis;

v. The Directors have laid down internal financial controls to be 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.

19. Declarationof Independence

Mr. Mukesh Vyas, Mr. Mukul Jain, Mr. Chandrashekhar Bobra and Mr. Mahesh Fogla are Independent Directors of the Company. The Company has received declarations / confirmations from all the Independent Directors of the Company as required under Section 149(7) of the Companies Act, 2013, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Certificate under Regulation 34(3) of the Listing Regulations received from CS Nilam Binjwa is attached in Annexure VII

20. Auditors20.1 Statutory Auditor & their Report

The Comments on the qualifications in the Auditors'' Report on the financial statements of the Company for financial year 2023-24 are provided in the "Statement on Impact of Audit Qualifications" which is annexed as ''Annexure VIII'' and forms part of this report.

20.2 Secretarial Auditor & their Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board in its meeting held on September 2, 2023 has appointed Ms. Neelam Binjwa, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2023-24.

The Secretarial Audit Report for the financial year ended March 31,2024 is annexed herewith marked as Annexure III'' to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

20.3 Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board in its meeting held on September2, 2023 has appointed M/s Ashok Chhajed & Associates, Chartered Accountant firm as an Internal Auditor of the Company to conduct Internal Audit of records and documents of the Company for the financial year 2023-24.

21. Loans, guarantees or investments

The Particulars of loans, investments or guarantees have been disclosed in the financial statements and the Company has duly complied with Section 186 of the Companies Act, 2013 in relation to Loans, Investment and Guarantee during the financial year2023-24.

22. Related Party Transactions

Related party transactions that were entered into during the financial year were on arm''s length basis and were in ordinary course of business. There are no materially

significant related party transactions made by the Company which may have potential conflict with the interest of the Company.

There are no material related party transactions which are not in ordinary course of business or which are not on arm''s length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.AOC-2 Is enclosed as Annexure I A

The Board has approved a policy for related party transactions which has been uploaded on the Company''s website. The web-link as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under:https://mohinihealthandhygiene.com/wp-content/uploads/Policy-on-Related-Party-Transactions.pdf

Suitable disclosures as required under AS-18 have been made in the Note No. 36 of the financial statements.

23. Employee Stock Purchase Scheme

The Board of Directors and the Shareholders of the Company have approved the ''Mohini Employee Stock Purchase Scheme 2020'' (''Scheme'') in their Board Meeting & Members meeting held on_24th August,2020 and 29th September 2020 respectively. This scheme is effective from 29th September 2020. Pursuant to the Scheme, the Company has, constituted Mohini Employee Welfare Trust (''Trust'')to acquire, hold and allocate/transfer equity shares of the Company to eligible employees from time to time on the terms and conditions specified under the Scheme. During the year under review the trust hold 234000 Company''s equity shares. The trust sold 219000 Shares during the year under review, The disclosure in terms of Section 67 of the Act read with Rule 16of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

The Disclosure as per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 has been annexed herewith as Annexure VI and also on the website of the C o m p a n y u n d e r t h e f o l l o w i n g l i n k : https://mohinihealthandhygiene.com/investor_relations/ann ual-reports/

24. Conservation of energy, technology absorption, foreign exchange earnings and outgo

2014, is annexed herewith as''AnnexurelV''.

25. Risk management policy of the Company

26. Formal Annual Evaluation:

27. Board of Directors and Key Managerial PersonnelDirectors Appointment & Cessation

There were no changes in Directors during the year under review.

Key Managerial Personnel Appointment & Cessation

Appointment of Mr. Anil Kumar Singhania as a Chief Financial Officer of the Company w.e.f. 2nd September, 2023 & Cessation of Mr Yogesh Vijaywargiya , CFO from 2nd September, 2023

Directors Liable to Retire by Rotation and Being Eligible Offer themselves for Re-Appointment

In accordance with Articles of Association of the Company and the Companies Act, 2013, one-third of the total Directors, other than Independent Directors of the Company, retire by

rotation at every Annual General Meeting and accordingly, Mr. Sarvapriya Bansal (DIN:02540139) Director shall retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. Mrs. Parul Bansal (DIN:06856466) shall retire by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for reappointment.

The Company has received declaration from all the Independent Directors of the Company confirming their registration with the data bank of Independent Directors as notified by Ministry Of Corporate Affairs and also that they meet the criteria of independence as prescribed under the Companies Act, 2013(''Act'') and SEBI (LODR) Regulations, 2015.

Review of performance of the Board

The Company has duly approved Nomination and Remuneration Policy prescribing inter-alia the criteria for appointment, remuneration and performance evaluation of the directors. As mandated by Section 134 & 178 read with Schedule IV of the Act and Regulation 25 of the SEBI (LODR) Regulations, 2015 as applicable on the Company, the Independent Directors in their separate meeting held on March 6, 2024 have reviewed the performance of NonIndependent Directors, Chairperson and Board as a whole along with review of quality, quantity and timeliness of flow of information between Board and management and expressed their satisfaction over the same.

Furthermore, Board is of the opinion that Independent directors of the company are persons of high repute, integrity & possess the relevant expertise & experience in their respective fields.

Composition of Board of Directors Details of Board of Directors and Key Managerial Personnel (KMP) of the Company is as follows:
Name	Designation	Date of Appointment & Cessation
Mr. Sarvapriya Bansal	Whole-time Director	Appointment w.e.f. 24th June, 2009. Change in designation on 30th September, 2022
Mr. Avnish Sarvapriya Bansal	Managing Director	Appointment w.e.f. 24th June, 2009.
Mrs. Parul Bansal	Whole -time Director	Appointment w.e.f. 31st January, 2017. Change in designation on 30th September, 2022
Mr. Viral Patel	Executive Director	Appointment w.e.f. 29th August, 2022
Mr. Mukesh Vyas	Non-Executive Independent Director	Appointment 30th August, 2019 and Reappointment w.e.f. 29th August, 2022
Mr. Mukul Jain	Non-Executive Independent Director	Appointment w.e.f. 29th August, 2022
Mr. Mahesh Fogla	Non-Executive Independent Director	Appointment w.e.f. 29th August, 2022
Mr. Chandrashekhar Bobra	Non-Executive Independent Director	Appointment w.e.f. 29th August, 2022
Mr. Yogesh Vijaywargiya	Chief Financial Officer	30th June, 2021 ceassed w.e.f. 2nd September, 2023
Mrs. Arnika Jain	Company Secretary	28th March, 2019
Mr. Anil Kumar Singhania	CFO	Appointment w.e.f. 2nd September, 2023

28. Internal Financial Control

29. Disclosure on establishment of a Vigil Mechanism

30. Particulars of employees and related disclosures

31. Corporate Governance

The equity shares of the Company are listed on Emerge Platform of National Stock Exchange of India Limited (NSE).As per Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Para C of Schedule V relating to Corporate Governance Report, shall not apply to Companies listed on SME Exchange. Hence, report on Corporate Governance does not form part of this Annual Report.

32. Management Discussion and Analysis Report

The Report on Management Discussion and Analysis for the Financial Year ended March 31,2024 is annexed as Annexure IX'' to this Report.

33. Listing of Securities

The equity shares of the Company are listed on Emerge Platform of NSE with security symbol ''MHHL''. The Company has paid the annual listing fees to NSE and annual custody fees to NSDL and CDSL.

34. Other statutory disclosures and information

34.1. There have been no material changes/commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date on report;

34.2. During the year under review, the Company has not accepted the deposit from the public under section 73 to 76 of the Companies Act, 2013 and the rules made there under;

34.3. During the year, there is no fraud which has been reported to the Audit Committee / Board.

34.5. The Company has approved the Mohini Employee Stock Purchase Scheme 2020 and also made provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

34.6. No fraud has been reported by the Auditors to the Audit Committee or the Board;

34.7. No significant or material orders were passed by the Regulators or courts or tribunals which impact the going concern status and Company''s operations in future;

34.8. There have been no instances of any revision in the Board Report or the financial statement, hence disclosure under Section 131(1) of the Companies Act, 2013 is not required;

34.11 .The Central Government has not prescribed the maintenance of cost records by the Company under Section 148(1) of the Companies Act, 2013 for any of its products; and

34.12.The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment.

35. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and their status

There are no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of2016) during the year

36. Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking loans from the Banks or Financial Institution along with the reasons thereof.

There are no such events occurred during the period from April 01,2023to March 31,2024, thus no valuation is carried out for the one-time settlement with the Banks or Financial Institutions.

37. Acknowledgment

The Directors wish to record their sincere appreciation of the significant contribution made by the employees of the Company at all levels to its profitable and successful operations.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF MOHINI HEALTH & HYGIENE LIMITED

Mar 31, 2023

Your Directors are pleased to present the 14th Annual Report on the business and operations of the Company together with the Company''s audited financial statements and the auditors'' report thereon for the financial year ended March 31, 2023. The financial highlights for the year are given below:

1. Financial Results:

The financial performance, prospects, financial summary or highlights are as follows:

PARTICULARS	STANDALONE		CONSOLIDATED
	Year Ended March 31, 2023	Year Ended March 31, 2022	Year Ended March 31, 2023	Year Ended March 31, 2022
Revenue from operation and other income	19,831.84	13474.36	19834.19	14311.63
Expenses (including depreciation & amortization expenses)	18769.61	12704.84	18772.23	13441.56
Profit before exceptional and extraordinary items and tax	1,062.22	769.52	1061.96	870.07
Profit/(Loss) before tax	1,062.22	769.52	1061.96	870.07
Tax Expenses :
â¢ Current Tax	182.75	128.45	182.83	145.22
â¢ Deferred Tax	62.45	-1.76	62.35	15.73
â¢ MAT credit	138.47	97.32	138.47	102.45
Profit from the period from continuing Operations	678.56	545.51	678.31	606.67
Minority share in Post Acquisition Profit /loss	-	-	-	32.45
Profit for the Period	678.56	545.51	678.31	574.22
Profit for the Period	678.56	545.51	678.31	574.22

Facilities	Amount(Rs. in millions)	Rating
Fund-Based Working Capital Limits	300	IND BBB-/Stable/IND A3
Long-term/Term Loan	67.60	IND BBB-/Stable
Fund-Based Working Capital Limits	92.91	IND BBB-/Stable

During the year under review, company has achieved the revenue of Rs.19831.84 Lakhs (Rs. 13474.36 Lakhs in the previous year) The revenue of the company has been raised due to increase in the sales price.

The overall expense of the Company has also increased by 47.73 % (increased from 12704.84Lakhs to 18769.61 Lakhs). Due to rise in the prices of cotton which is core raw material. Profit after tax increased during the year under review.

2. State of Company''s affairs and future outlook:

During the year under review, your company has expanded the business horizons in both internal and external market, and also invested in one wholly owned subsidiary Mohini Active Life Private Limited with the main object to manufacture diapers, sanitary napkins and other related hygiene products. The Company has also diversified its investment from its existing subsidiary Vedant Kotton Private Limited and Mohini Hygiene Care Products Private Limited. The company has recently launch a new product Comber Noil. Now the Company is mainly focus on efficient products with effective services and quality standards are of utmost importance. We are continuously striving to grow by expanding the market base, by introducing the best quality Surgical & Hygiene Products, and by setting up high standards for the industry. This will not only uplift consumer satisfaction level to a next level but will also give a quality product in the market at competitive rates along in addition to prompt services.

6. Amounts transferred to reserves

During the year under review, MAT Credit Entitlement of Rs. 138.47 lakhs and Profit of Rs. 678.56 lakh has been transferred to the General Reserves.

7. Dividend

The Company intends to invest in future opportunities and therefore, your Directors did not recommend any dividend for the year under review.

8. Material Changes between the end of financial year and the date of the Board report

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the

3. Change in nature of business, if any

During the year under review, there has been no change in nature of business of the Company.The Company has also inserted new objects in MOA by passing special resolution in the last AGM held on 30th September, 2022.

4. Changes in Share Capital

There was no change in the Share Capital of the company during the year.

At present, the Company has only one class of shares-Equity shares of Rs. 10/- each. The paid up share capital of the Company is Rs. 18,23,59,000/- divided into 1,82,35,900equity shares of Rs. 10/- each.

5. Credit Rating

Credit rating issued by India Ratings & Research (Ind-Ra) are as under:

company to which thefinancial statement relate and the date of the report.

9. Transfer of unclaimed dividend to investor education and protection fund

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as no dividend was declared and paid last year.

10. Subsidiary Company

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.mohinihealthandhygiene.com. Further, as per fourth proviso of the said section, audited annual accounts of its Subsidiary Company have also been placed on the website of the Company. Shareholders interested in obtaining a physical copy of the audited annual accounts of the Subsidiary Companies may write to the Company Secretary requesting for the same.

11. Annual Return

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at https://mohinihealthandhygiene.com/investor_rela tions/annual-return/

12. Board Meetings

The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company and its subsidiaries. The notice of Board Meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Pithampur. The Agenda for the Board Meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the year under review, the Board of Directors met Five times on April 25, 2022, May 30, 2022, ,August29, 2022, November 14, 2022, and March 10, 2023. The provisions of Companies Act, 2013, Secretarial Standard 1 and the Listing Regulations were adhered to while considering the time gap between two meetings.

13. Audit Committee

The Audit Committee comprises of Mr. Mukesh Vyas as a chairman, Mr. Mahesh Fogla, Mr. Mukul Jain and Mr. Sarvapriya Bansal as members. During the year under review, the Committee met 5 (Five) times on

April 25, 2022, May 30, 2022, August29, 2022, November 14, 2022, and March 10, 2023.

The terms of reference of the Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 and the Rules made thereunder.

14. Nomination and Remuneration Committee

The terms of reference of the Committee are in accordance with the provisions of Section 178 of the Companies Act, 2013 and Rules made thereunder.

15. Policy on Directors'' Appointment and Remuneration and Other Details

In compliance with the requirements of Section 178 (3) of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, 2015, the Company has laid down a Nomination and Remuneration Policy which has been uploaded on the Company''s website. The web-link as required under the Companies Act, 2013 is as under https://mohinihealthandhygiene.com/wp-content/uploads/Nomination-and-Remuneration-Policy.pdf

The salient features of the NRC Policy areas under:

1. Setting out the objectives of the Policy

2. Definitions for the purposes of the Policy

3. Policy for appointment and removal of Director, KMP and Senior Management

4. Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other employees

5. Remuneration to Non-Executive / Independent Director

16. Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of Mrs. Chandrashekhar Bobra as Chairperson and Mr. Avnish Bansal and Mr. Saravapriya Bansal as members. During the year under review, the Committee met 1(one) times on 14th November, 2022

The terms of reference of the Committee are in accordance with the provisions of Section 178 of the Companies Act, 2013 and Rules made there under.

17. Corporate Social Responsibility (CSR)

17.1 Corporate Social Responsibility (CSR) Committee

The Corporate Social Relationship Committee consists of Mrs. Parul Bansal as Chairman and Mr. Sarvapriya Bansal and Mr. Chandrashekhar as members. During the year under review, the Committee met 1 (One) time on 29th August, 2022.

The terms of reference of the Committee are in accordance with the provisions of Section 135 of the Companies Act, 2013 and Rules made there under.

17.2 Details of Policy developed and implemented by the Company on its Corporate Social Responsibility initiatives

In compliance with requirements of Section 135 of the Companies Act, 2013, the Company has laid down a CSR Policy to provide benefit to the weaker section of the Society. The report on CSR activities carried out during the financial year ended 31st March, 2023 in the form as prescribed under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as ''Annexure II''

18. Directors Responsibility Statement

In terms of provisions of Section 134 (5) of the Companies Act, 2013, the Board of Directors hereby confirm that:-

I.In the preparation of the Annual Accounts for the financial year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

iv. The Directors have prepared the Annual Accounts on a going-concern basis;

v. The Directors have laid down internal financial controls to be 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.

19. Declarationof Independence

Mr. Mukesh Vyas, Mr. Mukul Jain, Mr. Chandrashekhar Bobra and Mr. Mahesh Fogla are Independent Directors of the Company. The Company has received declarations / confirmations from all the Independent Directors of the Company as required under Section 149(7) of the Companies Act, 2013, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014..

Certificate under Regulation 34(3) of the Listing Regulations received from CS Nilam Binjwa is attached in Annexure VII

20. Auditors

20.1 Statutory Auditor& their Report

The Comments on the qualifications in the Auditors'' Report on the financial statements of the Company for financial year 2022-23 are provided in the "Statement on Impact of Audit Qualificationsâ which is annexed as Annexure VIII and forms part of this report.

20.2 Secretarial Auditor&their Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board in its meeting held on August 29, 2022 has appointed Ms. Neelam Binjwa, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2022-23.

The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith marked as ''Annexure III'' to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

20.3 Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board in its meeting held on August 29, 2022 has appointed M/s R. S. Bansal &Co , Chartered Accountant firm as an Internal Auditor of the Company to conduct Internal Audit of records and documents of the Company for the financial year 2022-23.

21. Loans, guarantees or investments

22. Related Party Transactions

Related party transactions that were entered into during the financial year were on arm''s length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company.

Suitable disclosures as required under AS-18 have been made in the Note No 26 of the financial statements.

23. Employee Stock Purchase Scheme

The Board of Directors and the Shareholders of the Company have approved the ''Mohini Employee Stock Purchase Scheme 2020'' (''Scheme'') in their Board Meeting & Members meeting held on 24th August, 2020 and 29th September 2020 respectively. This scheme is effective from 29th September 2020. Pursuant to the Scheme, the Company has, constituted Mohini Employee Welfare Trust (''Trust'') to acquire, hold and allocate/transfer equity shares of the Company to eligible employees from time to time on the terms and conditions specified under the Scheme. The said trust has acquired Company''s equity shares aggregated to 4,53,000 equity shares from the secondary open market. The disclosure in terms of Section 67 of the Act read with Rule 16of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

There is change in Trustees of Mohini Employee Welfare Trust. Mr. Vikas Jain is appointed as a trustee with effect from 10th March, 2023 and Ms. Rajni Badole has resigned from the post of Trustee with effect from 10th March, 2023.

The Disclosure as per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 has been annexed herewith as Annexure VI and also on the website of the Company under the following link: https://mohinihealthandhygiene.com/investor_rela tions/annual-reports/

24. Conservation of energy, technology absorption, foreign exchange earnings and outgo

25. Risk management policy of the Company

continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

26. Formal Annual Evaluation:

27. Board of Directors and Key Managerial Personnel

Directors Appointment & Cessation

During the year, Mrs. Kiran Patidar ceased to be an Independent Director of your Company w.e.f. August 30, 2022. The Board placed on record its sincere appreciation for the services rendered by her during her tenure as an Independent Director of the Company.

Further the Board has appointed Mr. Viral Patel as an Executive Director with effect from August 29, 2022 .

The reappointment of Mr. Mukesh Vyas as an Independent Director of the Company for consecutive further five years was approved in the last Annual General Meeting,.

Mr. Siddharth Jain ceased from 30th September, 2022 from Independent directorship.

Appointment of Mr. Mukul Jain as an Independent Director of the Company for consecutive five years in the last Annual General Meeting held on 30th September, 2022.

Appointment of Mr. Mahesh Fogla as an Independent Director of the Company for consecutive five years in the last Annual General Meeting held on 30th September, 2022.

Appointment of Mr. Chandrashekhar Bobra as an Independent Director of the Company for consecutive five years in the last Annual General Meeting held on 30th September, 2022.

Name	Designation	Date of Appointment & Cessation
Mr. Sarvapriya Bansal	Whole-time Director	Appointment w.e.f. 24th June, 2009. Change in designation on 30th September, 2022
Mr. Avnish Sarvapriya Bansal	Managing Director	Appointment w.e.f. 24th June, 2009.
Mrs. Parul Bansal	Whole -time Director	Appointment w.e.f. 31st January, 2017. Change in designation on 30th September, 2022
Mr. Viral Patel	Executive Director	Appointment w.e.f. 29th August, 2022
Mr. Mukesh Vyas	Non-Executive Independent Director	Reappointment w.e.f. 29th August, 2022
Mr. Mukul Jain	Non-Executive Independent Director	Appointment w.e.f. 29th August, 2022
Mr. Mahesh Fogla	Non-Executive Independent Director	Appointment w.e.f. 29th August, 2022
Mr. Chandrashekhar Bobra	Non-Executive Independent Director	Appointment w.e.f. 29th August, 2022
Mr. Yogesh Vijaywargiya	Chief Financial Officer	Ceassed w.e.f 2nd September, 2023
Mrs. Arnika Jain	Company Secretary	28th March, 2019
Mr. Siddharth Jain	Non-Executive Independent Director	Ceassed w.e.f 30th September, 2022
Mrs. Kiran Patidar	Non-Executive Independent Director	Ceassed w.e.f 30th August, 2022
Mr. Anil Kumar Singhania	Chief Financial Officer	Appointment w.e.f. 2nd September, 2023

Key Managerial Personnel Appointment & Cessation

Appointment of Mr. Anil Kumar Singhania as a Chief Financial Officer of the Company w.e.f. 2nd September 2023.

Cessation of Mr. Yogesh Vijaywargiya , CFO from 2nd September 2023.

Appointment of Mr. Sarvapriya Bansal as a whole time Director of the Company in the last Annual General Meeting held on 30th September, 2022.

Appointment of Mrs. Parul Bansal as a whole time Director of the Company in the last Annual General Meeting held on 30th September, 2022.

Appointment of Mr. Viral Patel as a Executive Director of the Company in the last Annual General Meeting held on 30th September, 2022.

Directors Liable to Retire by Rotation and Being Eligible Offer themselves for Re-Appointment

In accordance with Articles of Association of the Company and the Companies Act, 2013, one-third of the total Directors, other than Independent Directors of the Company, retire by rotation at every Annual General Meeting and accordingly, Mr. Avnish Bansal (DIN:02666814) Director shall retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. Mr. Viral Patel DIN: 09662042 shall retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

The Company has received declaration from all the Independent Directors of the Company confirming their registration with the databank of Independent Directors as notified by Ministry

Of Corporate Affairs and also that they meet the criteria of independence as prescribed under the Companies Act, 2013[''Act'') and SEBI (LODR) Regulations, 2015.

Review of performance of the Board

The Company has duly approved Nomination and Remuneration Policy prescribing inter-alia the criteria for appointment, remuneration and performance evaluation of the directors. As mandated by Section 134 & 178 read with Schedule IV of the Act and Regulation 25 of the SEBI [LODR) Regulations, 2015 as applicable on the Company, the Independent Directors in their separate meeting held on March 10, 2023 have reviewed the performance of Non-Independent Directors, Chairperson and Board as a whole alongwith review of quality, quantity and timeliness of flow of information between Board and management and expressed their satisfaction over the same.

Furthermore, Board is of the opinion that Independent directors of the company are persons of high repute, integrity & possess the relevant expertise & experience in their respective fields.

The Certificate of Non-Disqualification of Directors [Pursuant to Regulation 34(3) and clause (10)(i) of Para C of Schedule V of the SEBI [Listing Obligations and Disclosure Requirements) Regulations, 2015) is hereby received from Secretarial Auditor CS Neelam Binjwa is attached as AnnexureVII

Composition of Board of Directors

Details of Board of Directorsand Key Managerial Personnel (KMP) of the Company is as follows:

Internal Financial Control

Your Company has well defined and adequate internal controls and procedures, commensurate with its size and nature of its operations. The Company''s internal control procedures which includes

internal financial controls; ensure effective compliance with various policies, practices and statutes keeping in view the organization''s pace of growth and increasing complexity of operations. The internal auditors'' team carries out extensive audits throughout the year and submits its reports to the Audit Committee of the Board of Directors.

28. Disclosure on establishment of a Vigil Mechanism

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or Whistle Blower Policy for directors, employees and other stakeholders to report genuine concerns has been established. The same is uploaded on the website of the Company and the web-link is https://mohinihealthandhygiene.com/wp-content/uploads/Vigil-Mechanism.pdf

29. Particulars of employees and related disclosures

There was no employee drawing remuneration in excess of limits prescribed under section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 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 has been appended as''Annexure V'' of this Report.

30. Corporate Governance

The equity shares of the Company are listed on Emerge Platform of National Stock Exchange of India Limited (NSE).As per Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Para C of Schedule V relating to Corporate Governance Report, shall not apply to Companies listed on SME Exchange. Hence, report on Corporate Governance does not form part of this Annual Report.

36. Acknowledgment

31. Management Discussion and Analysis Report

The Report on Management Discussion and Analysis for the Financial Year ended March 31, 2023 is annexed as ''Annexure IX'' to this Report.

32. Listing of Securities

The equity shares of the Company are listed on Emerge Platform of NSE with security symbol ''MHHL''. The Company has paid the annual listing fees to NSE and annual custody fees to NSDL and CDSL.

33. Other statutory disclosures and information

33.1 There have been no material changes/ commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date on report;

33.2. During the year under review,the Company has not accepted the deposit from the public under section 73 to 76 of the Companies Act, 2013 and the rules made there under;

33.3. During the year, there is no fraud which has been reported to the Audit Committee / Board.

33.4. Pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, business responsibility report is not applicable to your Company for the financial year ending March 31, 2023.

33.5. The Company has approved the Mohini Employee Stock Purchase Scheme 2020 and also made provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

33.6. No fraud has been reported by the Auditors to the Audit Committee or the Board;

33.7. No significant or material orders were passed by the Regulators or courts or tribunals which impact the going concern status and Company''s operations in future;

33.8. There have been no instances of any revision in

the Board Report or the financial statement, hence disclosure under Section 131(1) of the Companies Act, 2013 is not required;

33.9. The Company has not paid any commission to any of its Directors and hence, provision of disclosure of commission paid to any Director as mentioned in Section 197(14) of the Companies Act, 2013 is not applicable; and

33.10. The Company has not issued (a) any shares with differential voting rights (b) Sweat Equity shares (c) shares under any Employee stock option scheme, hence no disclosures are required to be made as per the Companies (Share Capital and Debentures) Rules, 2014;

33.11. The Central Government has not prescribed the maintenance of cost records by the Company under Section 148(1) of the Companies Act, 2013 for any of its products; and

33.12. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment.

34. Details of application made or any proceeding pending underthe Insolvency and Bankruptcy Code, 2016 (31 of 2016) andtheir status

There are no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of2016) during the year

35. Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done whiletaking loans from the Banks or Financial Institution alongwiththe reasons thereof .

There are no such events occurred during the period from April 01, 2022 to March 31, 2023, thus no valuation iscarried out for the one-time settlement with the

Government authorities for their understanding and co-operation. The Directors wish to record their sincere appreciation of the significant contribution made by the employees of the Company at all levels to its profitable and successful operations.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF MOHINI HEALTH & HYGIENE LIMITED

MR. AVNISH SARVAPRIYA BANSAL MRS. PARUL BANSAL

MANAGING DIRECTOR WHOLETIME DIRECTOR

DIN: 02666814 DIN: 06856466

DATE: 2nd SEPTEMBER, 2023 PLACE: PITHAMPUR (M.P.)

Mar 31, 2018

BOARDS'' REPORT

To The Members, Your Directors are pleased to present the 9th Annual Report on the business and operations together with the Company''s audited financial statements and the auditors'' report thereon for the financial year ended March 31, 2018. The financial high lights for the yea rare given below: 1. FINANCIAL RESULTS The financial performance, prospects, financial summary or highlights are as follows: . . . (Rs. In Lakhs)
	STANDALONE		CONSOLIDATED
PARTICULARS	Year Ended 31st March, , 2018	*Year Ended 31 March, 2017**	Year Ended 31st March, 2018	Year Ended 31st March, 2017
Revenue from operation and other income	14915.76	14020.90	1 7050.09	NA
Expenses (including depreciation and amortization expenses)	14185.35	13252.65	16328.56	NA
Profit before exceptional and extraordinary items and tax	730.41	768.25	721.52	NA
Profit/(Loss) before tax	730.41	768.25	721.52	NA
Tax Expenses: Current Tax	123.00	156.63	123.00	NA
Deferred Tax	94.51	53.50	96.39
Profit(Loss) from the period from continuing Operations	512.90	558.12	502.12	NA
Profit / (Loss) for the Period	512.90	558.12	502.12	NA

2. Operations and future outlook:

Our Company is engaged in manufacturing and export of absorbent cotton, medical consumable products & cotton waste recycling.

Our manufacturing facility is well equipped with required facilities including machinery like effluent treatment plant, in-house testing laboratory, weight scale and forklift.

3. Change in nature of business, if any

During the.year -under review company has started working towards franchise model.all over India.

4. Changes in Share Capital

There was aforesaid change in the Share Capital of the company during the year:

Authorised Capital:

During the year under review the authorized capital of the Company has been increased from Rs. 10 Cr to Rs .20Cr..w.e:f, 2.7.10.2017.

Unsecured loans accepted During the year	NIL
Remain unpaid or unclaimed as at the end or the year	Nil
Where there has been any default in repayment of deposits or payment of interest thereon during the year If so then no. of Cases and total amount involved i. At the beginning of the year;	NIL
ii. Maximum during the year;
iii. At the end of the year.	SB
Details of deposits which are not in compliance with the requirement of Chapter V of the Act. (Unsecured loan from others and members; no fresh unsecured loan accepted during the year)	NIL

Initial Public Offering and Paid Up Share Capital:

During the year under review, Your Company has issued 8888925 Equity Shares of face value of Rs.10/- each fully paid up in the ratio of 3:1 on ''November 02, 2017 through Bonus Issue. Further your Company has undertaken a private placement of 14,52,000 Equity Shares of Rs.40/- each (including a premium of Rs.30/-per share) for cash consideration aggregation to Rs.580.80 Lakhs (Pre IPO Placement) on January 19, 2018 and an Initial Public Offering (IPO) of 49,32,000 Equity shares of Rs.42/-each (including a premium of Rs.32/- per share) with total issue size of Rs. 2071.44 Lakhs on February 13,2018. Your Board is really thankful for the trust posed in the Company. Subsequently the shares of the company have been listed on SME Platform of NSE in February, 2018.

At present, the Company has only one class of share- Equity shares of face value of Rs.10 each. The paid up share capital of the company is Rs. 18,23,59,000/- divided into 18235900 equity shares of Rs.10 each. The Company has raised the fund through private placement &

Public Issue of shares and the equity shares of the Company got listed on SME platform of NSE Limited.

IPO Fund utilisation:

The Company has raised the fund for the repayment/ payment of certain Borrowings availed by our company, to meet the Working Capital Requirements and General Corporate Purposes. As the Company has raised the fund in the month of February, 2018, during the year 201 7-18, these funds were utilized for the said purpose only.

5. Amounts transferred to reserves

During the year under review MAT Credit Entitlement of Rs. 2,28,86,693 has been transferred to the general reserves.

6. Dividend

Your board do not recommend any dividend for the year. The Register of Members and Share Transfer Book were not closed during the year.

7. Deposits

Details relating to deposits covered under Chapter V of the Act are as follows:-

8. Material Changes between the end of financial year and the date of the Board report

There are no material changes and commitments affecting the financial position of

the Company occurred between the end of the financial year of the company to which the financial statement relate and the date of the report.

9. Transfer of unclaimed dividend to investor education and protection fund

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

10. Subsidiary Company

As per first proviso of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the balance sheet of the subsidiary company have not -been attached to the Annual Report. However, Company is required to attach along with its financial statements a separate statements containing the salient features of financial statements of its subsidiaries in Form AOC-1 in Annexure l.

Further, the Annual Accounts of the subsidiary company and the related detailed information will be made available to the shareholders of the holding and subsidiary company seeking such information at any point of time and the Annual Accounts of the subsidiary company will also be kept for inspection by any member in the head office.of the holding company and of the subsidiary company concerned. The Company will furnish a hard copy of details of accounts of subsidiary to any shareholder on demand. Further, the annual accounts for the financial year 201 7-1 8 of its subsidiary company will be available on the website of the company i.e. www.mohinihealthandhygiene.com.

11. Extract of the annual return in form MGT-9

Pursuant to section 134(3) (a) and 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in Form No. MGT-9 has been annexed as "Annexure. II" forming . part -of the -Board Report. :

12. Number of meeting of the Board

The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company and its subsidiary. Additional meetings were held depending upon the requirements of the Company. During the year under review, the Board of Directors met 25 (Twenty Five) times and the Board Meetings were held on the following dates:

May 2017 30th July 2017______13th, 14th, 1/1 17th, 24th, 26th September 2017 18th, 29th October 2017 3rd, 26th, 31st February 2018 13th, 17th April 2017 01st June 2017 13th, 23rd August 2017 10th November 2017 1st, 2nd, 6th, 13th January 2018 10th, 19th March 2018 7th, 17th

13. Audit Committee Pursuant to requirement of Section 1 77(1) of the Companies Act, 2013 Company has formulated Audit Committee.

Composition of the Audit Committee is as follows:

Mr. Ramesh Chandra Jain Mr. Gajendra Singh Narang Mr. Sarvapriya Bansal

Chairman & Member. Member Member

During the year under review, the Committee met 4 (Four) times.

The terms of reference of the Committee are in accordance with that specified in the provision of Section 1 77 of the Companies Act, 2013.

4. Nomination and Remuneration Committee

Pursuant to the Requirements of Section 178 (1) of the Companies Act 2013, Company has formulated nomination and remuneration committee comprising three non-executive directors Composition of the. Committee is as follows:

Mr. Ramesh Chandra Jain Mr. Gajendra Singh Narang Mrs. Parul Agarwal Chairman & Member Member Member

During the year three meetings of the nomination and. remuneration committee were held.

15. Policy on Directors'' Appointment and Remuneration and Other Details

The Board on the recommendation of the nomination and remuneration committee has approved and adopted a Remuneration Policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Nomination and Remuneration Policy of the Company forms part of this report as Annexure III.

16. Stakeholders Relationship Committee

Pursuant to the provisions of Section 1 78 of the Companies Act, 2013, the Board of Directors had constituted Stakeholders Relationship Committee comprised of the following Directors as its members with the primary duty to look into redressal of investors complaints like transfer of shares non-receipt of annual report and other investor related matters.

Mrs. Parul Agarwal Mr. Avhish Sarvapriya Bansal Mr. Sarvapriya Bansal

Chairperson & Member Member Member

During the year, Stakeholders Relationship Committee has met two times.

17. Corporate Social Responsibility (CSR)

a.Corporate Social Responsibility (CSR) Committee

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 the Company has constituted a Corporate Social Responsibility Committee. Corporate Social Responsibility Committee constituted by the Company has met two times during the Financial Year2017-18. Composition of the Committee is as follows:

Mr. Sarvapriya Bansal Mr. Avnish Sarvapriya Bansal Mr. Gajendra Singh Narang

Chairman & Member MemberMember

The Board has also framed its Corporate Social Responsibility Policy to provide benefit to the weaker section of the Society.

b. Details of Policy developed & implemented by the Company on its Corporate Social Responsibility initiatives

On recommendation of Corporate Social Responsibility Committee Board has formulated Corporate Social Responsibility Policy and adopted the same. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as yAnnexure-IV" & forms an integral part of this Report.

18. Directors Responsibility Statement

As required under Section 134 (5) of the Companies Act, 2013, the Board of Directors hereby confirm:-

(i) That in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) That the Directors had 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 the affairs of the Company at the end of the Financial Year and of the profit of the Company for that Financial Year;

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors had prepared the Annual Accounts on a going-concern basis;

(v) That the Directors, had laid down infernal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. Declaration by Independent Directors as required under Section 149(7) of the Companies Act, 2013

Mr. Gajendra Singh Narang and Mr. Ramesh Chandra Jain, being the Independent Directors of the Company have given their statement of declaration under Section 149(7) of the Companies Act, 2013 ("the Act") that they meet the criteria of independence as provided in Section 149(6) of the Act, and their Declarations have been taken on record.

20. Auditors

20.1 Statutory Auditor

The Company''s Auditors, M/s -N.K. Dafria & Co., Chartered Accountants were appointed for a term of 5 years at the Annual General Meeting of the Company held on 30th September, 2014.They have confirmed their eligibility under Section 141(3)(g) of the Companies Act, 2013 and the Rules framed hereunder.

Explanation to auditor''s remarks

The Board has duly reviewed the Statutory Audit Report on the Accounts. The notes forming part of the accounts referred to in the Auditors Report of the Company are self explanatory and do not call for any further explanation.

There has not been anything to disclose the details of the fraud reported by the auditors under section 143(12) of the Act. The auditors has not reported any fraud under section 143(12) to the Central Government.

20.2 Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Ms. Neelam Binjwa, Practicing Company Secretary to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked is "Annexure V" to this Report. The Secretarial Audit Report does not contain qualification, reservation or adverse remark.

20.3 Cost Auditors

The Central Government has not prescribed maintenance of cost records under sub section (1) of section 148 of the Act for the nature of industry in which the Company is doing business. Hence, appointment of cost auditor is also not applicable to the company.

21. Particulars of loans, guarantees or investments under section 186

During the year under review, the Company has not advanced any fresh loan falling under section 186 of the act.

22. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the forrm AOC-2

In accordance with the provisions of Section 188 of the Companies Act, 2013 and rule; made there under, the transactions entered ink with related parties are in the ordinary course of business and on an arm''s length basis, the details of which are included in the notes forming part of the financial statements. There are no material contracts or arrangement or transactions during the year. Accordingly information in Form AOC-2, is not annexed.

The Policy on materiality of related part transactions and dealing with related part} transactions as approved by the Board may be accessed on the Company''s website at www.mohinihealthandhygiene.com.

Suitable disclosures as required under AS-18 have been made in the Note No 26 to the financial statements.

23. Conservation of energy, technology absorption, foreign exchange earning: and outgo

The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Sectior 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules 2014, is annexed herewith as Annexure VI.

24. Risk management policy of the company

25. Formal Annual Evaluation:

Name	Designation	Date of Appointment
Mr. Sarvapriya Bansal	Executive Whole Time Director	24/06/2009
Mr. Avnish Sarvapriya Bansal	Executive Managing Director	24/06/2009
Mrs. Parul Agarwal	Non- Executive Director	31/01/2017
Mr. Gajendra Singh Narang	Non-Executive Independent Director	26/10/2017
Mr. Ramesh Chandra Jain	Non-Executive Independent Director	26/10/2017
Mrs. Mukta Agrawal	Chief Financial Officer	23/01/2017
Ms. Shweta Ravindra Bhamare	Company Secretary	17/02/2017

26. Details of directors and Key Managerial Personnel

The Board of Directors comprises of five directors out of which one is Executive Chairman, one is Executive Managing Director, one is Non- Executive Director and remaining two are Non-Executive Independent Directors. As on date of this report Board of Directors and Key Managerial Personnel (KMP) of the company were as follows:

During the year Mr. Anjani Shyamratan Kedia and Mr. Hiren Son! resigned from the post of independent director w.e.f.31.10.2017. During the year Company has appointed Mr. Gajendra Singh Narang and Mr. Ramesh Chandra Jain as Independent Directors.w.e.f. 26.10.2017

27. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

During the year under review, there has not been any significant and material order passed by the regulators, courts or tribunals impacting the going concern status.and company''s operations in future.

28. Internal Financial Control

Your Company has well defined and adequate internal controls and procedures, commensurate with its size and nature of its operations. During the year, the Company got its internal controls over financial reporting and risk management process evaluated by, independent Consultants. Besides, the Company has an Audit Committee, comprising Non- Executive Directors, which monitors systems, control, financial management and operations of the Company.

29. Disclosure on establishment of a Vigil Mechanism

The Company has established a vigil mechanism, also called the Whistle Blower Policy, which is adopted by the Board for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. It provides for adequate safeguards against victimization of persons who use such mechanism & makes provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. Confidentiality of Whistle Blower shall be maintained to the. greatest extent possible.

30. Particulars of employees

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosure pertaining to remuneration 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) Amendment Rules, 2016 are as per Annexure VII

31. Corporate Governance

Since the Company''s securities are listed on Emerge SME Platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17, 18, 19,20,21,22,23,24,25,26,27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply. Hence Corporate Governance does not form part of this report.

32. Management Discussion and Analysis Report

The Report on Management Discussion and Analysis for the Financial Year ended March 31, 2018 is annexed as Annexure VIM to the Report.

33. Listing

The company is a professionally managed Listed Company, having its Shares listed on Emerge Platform of National Stock Exchange of India Limited (NSE).

The Exchange have nationwide trading terminal and therefore, Shareholders/Investors are not facing any difficulty in trading the shares of the Company from any part of the country. The Company has paid the Annual Listing Fees to NSE and Annual Custody Fees to NSDL and CDSL

34. Fraud Reporting (Required By Companies Amendment Bill, 2014)

During the year, there is no fraud which has been reported to the Audit Committee/ Board.

35. Business Responsibility Report

The Business Responsibility Reporting as required by Regulation 34(2)(f) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to the Company for the financial year ending March 31, 2018.

36. Other statutory disclosures & information

a. The company has not allotted any shares with differential rights during the year; hence there is nothing to disclose under provisions of section 43 of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rule, 2014.

b. The company has not allotted any sweat equity shares during the year, hence there has not been anything to disclose under provisions of section 54(1 )(d) of the Act read with Rule 8(13) of the Companies (Share Capital & Debenture) Rule, 2014.

c. The company has not made any further issue of share capital to employees under a scheme of employees'' stock option during the year, hence there has not been anything to disclose under provisions of section 62(1 )(b) of the Act read with Rule 12(2) of the Companies (Share Capital & Debenture) Rule, 2014

d. The company has not given any loan pursuant to provisions of section 67 of the act to its employees for purchase of its own shares hence there has not been anything to disclose under provisions of section 67(3) of the Act read with 16(4) of the Companies (Share Capital and Debentures) Rules, 2014.

e. With reference to the financial statement, the internal financial control of the company is adequate.

f. Your Company has always believed in providing a safe and harassment free workplace for every individual working in company''s premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment and for this purpose the company has in place a robust policy, aiming to obtain the complaints, investigate and prevent any kind of harassment of employees at all levels. For the current financial year end, no complaint was received to the company.

	For & on behalf of the Board of Directors of
	Mohini Health & Hygiene Ltd.
	(Formerly Known as MOHINI FIBERS LIMITED)
Sd/- . .	Sd/-
Mr. Sarvapriya Bansal	Mr. Avnish Sarvapriya Bansal
DIRECTOR	MANAGING DIRECTOR
DIN: 02540139	DIN: 02666814
DATE: 17.08.2018
PLACE: PITHAMPUR (M.P)

ANNEXURE I FORM NO. AOC. 1

Statement containing salient features of the financial statement of Subsidiaries/associate companies/joint ventures (Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

Name of the subsidiary	Vedant Kotton Pvt. Ltd.
The date since when subsidiary was acquired	15.11.2017
Reporting period for the subsidiary concerned, if different from the holding company''s reporting period.	Same Reporting Period as of Holding Company
Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries. \|
Share capital	Rs 1,00,000.00/-
Reserves and surplus	Rs 9,86,441.00/-
Total Assets	Rs 6,58,78,583.00/-
Total Liabilities	Rs 6,58,78,583.00/-
Investments
Turnover .	Rs 36,28,17,318.00/-
Profit/Loss before taxation	Rs 58,831.00/- (Loss)
Provision for taxation	Rs 32,620.00/-
Profit/Loss after taxation	Rs 91,451.00/- (Loss)
Proposed Dividend
Extent of shareholding (in percentage)

Notes: The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations

2. Names of subsidiaries which have been liquidated or sold during the year.

Part "B": Associates and Joint Ventures: Not Applicable

	For & on Behalf of the Board of Directors of
	Mohini Health & Hygiene Ltd.
	(Formerly Known as MOHINI FIBERS LIMITED)
Sd/-	Sd/-
Mr. Sarvapriya Bansal	Mr. Avnish Sarvapriya Bansal
Director	Managing Director
DIN: 02540139	DIN: 02666814
Sd/-	Sd/-
Shweta Bhamare	Mukta Agrawal
Company Secretary	CFO
DATE: 17.08.2018
PLACE: PITHAMPUR (M.R)

ANNEXURE-II FORM NO, MGT-9 EXTRACTOR ANNUAL RETURN

"[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]"

1. REGISTRATION AND OTHER DETAILS:
CIN	LI7300MP2009PLC022058
Registration Date	24th June, 2009
Name of the Company	MOHINI HEALTH & HYGIENE LIMITED (Formerly known as MOHINI FIBERS LIMITED)
Category / Sub-Category of the Company	Limited by Shares/Public Company/Non-Govt. Company
Address of the registered office & Contact Details	Plot No 109, Sector 3 Industrial Area/ Pitharnpur Dhar (MP) 454774
Whether listed Company (Yes/No)	Yes
Name, address and contact details of	Link Intime India Pvt Ltd.
Registrar and Transfer Agent, if any	Registrar & Share Transfer Agent (SEBI REG. No. INR000004058)
	CIN NO - U67190MH1999PTC118368
	C-101 , 1st Floor, 247-Park; L.B.S.-Marg, Vikhroli (West) Mumbai
	Mumbai City MH 400083 Tel.: 022-49186000 Fax: 022-49186060

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the Business Activities contributing 10% or more of the total turnover of the Company shall be stated:

Name and Description of main Products / Services	NIC Code of the Product / Service*	% to total turnover of the Company**
Surgical Bleached Absorbent Cotton, Cotton Balls, Zig Zag Cotton, Cotton Ear Buds, Gamjee Rolls	24236	74.39%
Ginning, Cleaning & Bailing of Bleached Cotton .	01405	21.52%
Trading of Raw Cotton	51491 ''	''0.69%
Trading of Cotton Seed Oil Cake	51217	1:59% ''
Trading of Fabrics	51311	1.81%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Name and address of the Company	Corporate Identification Number (CIN)	Holding/ Subsidiary/ Associate	% of Shares Held	Applicable Section
VEDANT'' KOTTON PRIVATE LIMITED	U18101MP2012PTC029493	Subsidiary	97%	2(87) (ii)
201 , Rivoli Apartment, 135,
Baikunth Dham, Indore (M.R)- 452018

IV. Shareholding Pattern (Equity Share Capital Breakup as Percentage of Total Equity): a) Category-wise Shareholding:

Category of Share holder	No. of Shares held at the beg of the year (As at 31st March, I			inning 2017)	No. of Shares held at the end of the year (As at 31st March, 2018)				% Change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	% Change during the year
A. PROMOTERS
(1) INDIAN							*
a) Individual/ HUF	2499225	0	2499225	84.35 %	11237236	o	11237236	. 61.62%	-22.73%
b) Central Govt.	0	0	0	0	0	0	0	0	0
c) State Govt(s)	0	0	0	0	0	0	0	0	0
d) Bodies Corporate	0	0	0	0	0	0	0	0	0
e) Banks/FI	0	0	0	0	0	0	0	0	0
f) Any Other	0	0	0	0	0	0	0	0	0
Sub Total A(1)	2499225	0	2499225	84.35%	11237236	0	11237236	61.62%	-22.73%
(2) FOREIGN
a) NRI-individuals	0	0	0	0	0	0	0	0	0
b) Other Individuals	0	0	0	o	0	0	0	0	0
c) Bodies Corporate	0	0	0	0	b	0	0	0	0
d) Banks/FI	0	0	0	0	0	0	0	0	0
e) Any Other	0	0	0	0	0	0	0	0	0
Sub Total A(2)	0	0	0	0	0	0	0	0	0
Total Shareholding of Promoter (A)=(A)(1) (A)(2)	2499225	0	2499225	84.35%	11237236	0	11237236	61.62%	-22.73%
B. PUBLIC SHAREHOLDING
(1) INSTITUTIONS
a) Mutual Funds	0	o	0	0	0	0	0	0	0
b) Banks / Fl	0	0	0	0	0	. 0	0	0	.0.
c) Central Govt	0	.. 0	0	0	0	0	0	0	0
d) State Govt(s)	0	o	0	0	0	0	0	0	0
e) Venture Capital Funds	0	0	o	0''	''0	0	0;	â¢ â¢ 0	0
f) Insurance Companies	0	o	0	0	0	0	0	0	0
g)Flls	0	. 0	0	0	0	0	0	0	0
h) Foreign Venture Capital Fund	o	0	0	0	0	0	0	0	o
i) Others (specify)	0	0	0	0	474000	0	474000	2.59%	2.59%
Foreign Portfolio Investor	0	o	o	0	474000	0	474000	2.59%	2.59%
Sub-total (B)(1)	0	0	0	0	474000	0	474000	2.59%	2.59%
(2) NON INSTITUTIONS
a) Bodies Corp.
i) Indian	0	0	0	0	495348	0	495348	2.72%	2.72 %
ii) Overseas	0	0	0	0	0	0	0	0	o
b) Individuals

i) Individual shareholders :'' holding nominal share capital upto Rs. 1 lakh	300	0	300	0.01 %	1240706	0	1240706	6.80 %	6.79 %
ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh	463450	0	463450	15.64%	3641643	0	3641643	19.97%	4.33 %
c) Qualified Foreign Investor	0	0	0	0	0	0	0	0	0
d) Any Other (specify)					1146967	0	1146967	6.29 %	6.29 %
i) Non Resident Individuals	0	â¢ . .0	0	:0	144000	0	144000	0.79 %	0.79 %
ii) HUF	0"	o	0	0	385200	0	385200	2.11 %	2.11 %
iii) Clearing Members	0	0	0	0	188767	0	188767	1.04 %	1.04 %
iv) Trusts	0	0	0	0	429000		429000	2.35 %	2.35 %
Sub Total B(2)	463750	0	463750	15.65%	6524664	0	6524664	35.78 %	20.13%
Total Public Shareholding (B)=(B)(1) (B)(2)	463750	0	463750	15.65%	6998664	0	6998664	38.37%	22.72%
C. Shares held by Custodian for GDRs & ADRs	0	0	0	0	0	0	0	0	0
GRAND TOTAL (A B C)	2962975	0	2962975	100%	18235900	0	18235900	100%	0

b) Shareholdinq of Promoters:

Name of the Shareholder	Shareholding at the beginning of the year (As at 31st March, 2017)			Shareholding at the end of the year (As at 31st March, 2018)			% Change during the year
	No of shares	% of total shares of the Company	% of shares pledged/ encumbered to total shares (of individual promoter)	No of shares	% of total shares of the Company	% of shares pledged/ encumbered to total shares (of individual promoter)	% Change during the year
Mr. Avnish Bansal	2221100	74.96 %		10115736	55.47 %		-19.49%
Mr. Sarvapriya Nirmalesh Bansal	278125	9.39 %	-	1112500	6.10%		-3.29%
Ms. Namita Bansal	0	0.00 %	-	9000	0.05%	-	0.05%
Total	2499225	84.35 %	-	11237236	61.62%	-	-22.73 %

c) Change in Promoter''s Shareholding:

Name of the Shareholder	Shareholding at the beginning of the year (As at 31st March, 2017)		Date	Increase/ Decrease in shareholding	Reason	Shareholding at the end of the year (As at 31st March, 2018)
	No.of shares	% of total shares of the Company				No.of Shares	% of total shares of the Company
Mr. Avnish Bansal	2221100	74.96 %	13-07-17	66667	Purchase	10115736	55.47 %
			17-07-17	66667	Purchase
			24-07-17	133334	Purchase
			26-07-17	41166	Purchase
			02-11-17	7586802	Bonus Issue
Mr. Sarvapriya Nirrindlesri Bansal	278125	â¢ 9.39 %	02-11-17	834375	Bonus Issue	1112500	6.10%
Mr. Namita Bansal	0	0.00%		9000	Purchase	'' 9000	0.05 %

d) Shareholding Pattern of top ten Shareholders

(Other than Directors, Promoters and Holders of GDRs and ADRs):

Top 10 Shareholders	Shareholding at the beginning of the year (As at 31st March, 2017)		Date	Increase/ Decrease in shareholding	Reason	Shareholding at the end of the year (As at 31st March, 2018)
Top 10 Shareholders	No.of shares	% of total shares of the Company	Date	Increase/ Decrease in shareholding	Reason	No.of Shares	% of total shares of the Company
Mr. Mukul Mahavir	-	-	19-01-18	1254000	Pre-lPO	1260000	6.91%
Prasad Agrawal			02-03-18	: 6000	Allotement Purchase
Mr. Akshyesh Arya	100	0.00 %	14-07-18	66667	Purchase	44573.6	2.44%
			24-07-18	66667	Purchase
			02-11-17	400302	Bonus Issue
			22-01-18	-178000	Sale
			13-02-18	3000	IPO Allotment
			02-03-18	87000	Purchase
EW Clover Scheme	-	-	13-02-18	264000	IPO Allotment	249000	1.37''%
			09-03-18	-15000	Sale
India Max Investment Fund Limited	-	-	13-02-18	306000	IPO Allotment	234000	1.28%
India Max Investment Fund Limited	-	-	09-03-18	-72000	Sale
Pantomath Stock Brokers Private Limited			13-02-18	249000	IPO Allotment	231000	1.27 %
			02-03-18	-21000	Sale
			09-03-18	9000	Purchase
			31-03-18	-6000	Sale
Hypnos Fund Limited	-	-	13-02-18	303000	IPO Allotment	213000	1.17%
			09-03-18	-90000	Sale
Anantharamakrishna P	-	-	23-02-18	3000 .	Purchase	186000	1.02%
			02-03-18	78000	Purchase
			16-03-18	99000	Purchase ''
			23-03-18	6000''	Purchase
Pantomath Sabrimala AIF			19-01-18	120000	Pre-lPO	180000	0.99%
Pantomath Sabrimala SME					Allotement
Growth Fund Series I			09-03-18	60000	Purchase
Mr. Ramlal Kawar Lai Jain	-	-	23-02-18	35900	Purchase	159000	0.87% â¢
			02-03-18	32100	Purchase
			16-03-18	91000	Purchase
M Shikhar	-	-	23-02-18	63155	Purchase	138000	0.76%
			02-03-18	71845	Purchase
			09-03-18	6000	Purchase
			16-03-18	-3000	Sale

(e) Shareholding of Directors and Key Managerial Personnel:

Name of the Shareholder	Shareholding at the beginning of the year (As at 31st March, 2017)		Date wise Increase/ Decrease in Shareholding during the year	Increase/ Decrease in shareholding	Reason	Shareholding at the end of the year (As at 31st March, 2018)
	No.of shares	% of total shares of the Company		Increase/ Decrease in shareholding	Reason	No.of Shares	% of total shares of the Company
Mr Avnish Bansal	2221100	74.96 %	13-07-17	66667	Purchase	10115736	55.47%
			17-07-17	66667	Purchase
			24-07-17	133334	Purchase
			26-07-17	41166	Purchase
			02-11-17	7586802	Bonus Issue
Mr. Sarvapriya Nirmalesh Bansal	278125	9.39 %	02-11-17	834375	Bonus Issue	1112500	6.10%
Mrs. Mukta Agrawal	400	0.01 %	-	-	-	400	Negligible

(V) INDEBTEDNESS: Indebtedness of the Company including interest outstanding / accrued but not due for payment (in Rs.):

Particulars	Secured Loans Excluding Deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the Financial Year (As at 31st March, 2017)	Secured Loans Excluding Deposits	Unsecured Loans	Deposits	Total Indebtedness
i) Principal Amount	587,190,485.00	61,553,606.00		648,744,091.00
ii) Interest Due but not paid	-	-	-	-
iii) Interest Accrued but not due		-	-	-
Total ( i ii iii)	587,190,485.00	61,553,606.00	-	648,744,091.00
Change in indebtedness during the Financial Year
i) Addition :	-	-	-	-
ii) Reduction	74,379,489.00	19,342,279.00	-	93,721,768.00
Net Change	74,379,489.00	. 19,342,279.00	-	93,721,768.00
Indebtedness at the end of the Financial Year (As at 31st March, 2018)
i) Principal Amount	512,810,996.00	42,211,327.00	-	555,022,323.00
ii) Interest Due but not paid	-	-	-	-
iii) Interest Accrued but not due	-	-	-	-
Total (i ii iii)	512,810,996.00	42,211,327.00	-	555,022,323.00

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (in Rs.): A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Particulars ot Remuneration	Name of MD/WTD/ Manager		Total Amount
Particulars ot Remuneration	Mr. Avnish Bansal (MD)	Mr. Sarvapriya Bansal (WTD)	Total Amount
Gross salary
(a) Salary as per provisions contained in Section 17(1 ) of the lncome-tax Act, 1961	Rs. 2,400,000/-	Rs. 2,400,000/-	Rs. 4,800,000/-
(b) Value of perquisites u/s 17(2) Income-Tax Act, 1961	-	-	-
(c) Profits in lieu of salary under Section 1 7(3) Income- Tax Act, 1961	-	-	-
Stock Option	-	-	-
Sweat Equity	-	-	-
Commission - as % of profit - others, specify	-	-	-
Others, please specify	-	-	-
Total (A)	Rs. 2,400,000/-	Rs. 2,400,000/-	Rs. 4,800,000/-
Ceiling as per the Act	Total Managerial remuneration is within the limit of 10% of the net profit of the Company as per Section 197 and 1 98 and Schedule V of the Companies Act, 2013.

B. Remuneration to other Directors: N.A.

Particulars of Remuneration	Name of Directors				Total Amount
Particulars of Remuneration	.....	â	â	â	Total Amount
Independent Directors	.		-	-	-
Fee for attending Board committee meetings	-		-	-	-
Commission	-	-	-	-	-
Others, please specify	-	-	-	-	-
Total (1)	-	-	-	-	-
Other Non-Executive Directors	-	-	-	-	-
Fee for attending Board committee meetings	-	-	-	-	-
Commission	-	-	-	-	-
Others, please specify	-	-	-	-	-
Total (2)	''-''	-	-	-	-
Total(B) = (1 2)	-	-	-	-	-
Total Managerial Remuneration	-	-	-	-	-
Overall Ceiling as per the Act	-	-	-	-	-

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD (in Rs.):

Particulars of Remuneration	Key Managerial Personnel			Total
	CEO	CS	CFO	Total
Gross salary
(a) Salary as per provisions contained in Section 17(1) of the Income- tax Act, 1961	-	269,100/-	540,000/-	809,100/-
(b) Value of perquisites u/s 1 7(2) Income-tax Act, 1 961	-	-	-	-
(c) Profits in lieu of salary under Section 17(3) Income-tax Act, 1961	-	-	-	-
Stock Option	-	-	-	-
Sweat Equity	-	-	-	-
Commission	-	-	-	-
- as % of profit	-	-	-	-
others, specify	-	-	-	-
Others, please specify	-	-	-	-
Total	-	269,100/-	540,000/-	809,100/-

VII. PENALTIES / PUNISHMENT/COMPOUNDING OF OFFENCES: N.A.

â¢	Section of the Companies Act	Brief Description	Details of Penalty/ Punishment/ Compounding fees imposed	Authority [RD/ NCLT/ COURT]	Appeal made, if any (give Details)
A. Company
Penalty	-	-	-	-	-
Punishment	-	-	-	-	-
Compounding	-	- â¢ .	-â¢	-	-
B. DIRECTORS
Penalty	-	-	-	-	-
Punishment	-	-	-	-	-
Compounding	-	-	-	-	-
C. OTHER OFFICERS IN DEFAULT
Penalty	-	-	-	-	-
Punishment	-	-	-	-	-
Compounding	-	-	-	-	-

For and on Behalf of the Board of Directors of
Mohini Health & Hygiene Limited
(Formerly Known as MOHINI FIBERS LIMITED)
Sd/-	Sd/-
Mr. Sarvapriya Bansal	Mr. Avnish Sarvapriya Bansal
Director	Managing Director
Din: 02540139	Din: 02666814
Date: 17.08.2018
Place: Indore

ANNEXURE - III

NOMINATION & REMUNERATION POLICY

Introduction

This Nomination and Remuneration Policy is being formulated in compliance with Section 1 78 of the Companies Act/ 2013 read along with the applicable rules thereto and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") as amended from time to time. This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors.

OBJECTIVES OF THE COMMITTEE

The Committee shall

i. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of Directors, key managerial personnel and other employees;

ii. Formulation of criteria for evaluation of Independent. Directors and the Board of directors;

iii. Devising a policy on Board diversity;

iv. Identify persons who are qualified to become Directors and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy;

v. Recommend to the Board, appointment and removal of Director, KMP and Senior

Management Personnel and shall carry out evaluation of every director''s performance.

vi. 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.

Definitions

Board: Board means Board of Directors of the Company.

Director: Directors means Directors of the Company.

"Policy or This Policy" means, "Nomination and Remuneration Policy."

"Remuneration" means any money, or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income tax Act, 1961.

"Committee": Committee means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board, from time to time.

"Company": Company means Mohini Health & Hygiene Limited.

"Key Managerial Personnel": Key

Managerial Personnel (KMP) means-

(i) the Chief Executive Officer or the managing director or the manager;

(ii) the company secretary;

(iii) the whole-time director;

(iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed under the Companies Act, 2013

"Independent Director" means a nonexecutive director, other than a nominee director of the listed entity:

a. who, in the opinion of the board of directors, is a person of integrity and possesses relevant expertise and experience;

b. (i) who is or was riot a promoter of the listed entity or its holding, subsidiary or associate company;

(ii) who is not related to promoters or directors in the listed entity, its holding, subsidiary or associate company;

c. apart from receiving director''s remuneration, has or had no material pecuniary relationship with the listed entity, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the. current financial year;

d. none of whose relatives has or had pecuniary relationship or transaction with the listed entity, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed from time to time, whichever is lower, during the two immediately preceding financial years or during the current financial year;

e. who, neither himself, nor whose relative(s) â

(i) holds or has held the ''position of a key managerial personnel or is or has been an employee of the listed entity or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a

partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of

a. a firm of auditors or company secretaries in practice or cost auditors of the listed entity or its holding, subsidiary or associate company; or

b. any legal or a consulting firm that has or had any transaction with the listed entity, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm;

(iii) holds together with his relatives two percent or more of the total voting power of the listed entity; or

(iv) is a chief executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipts or corpus from the listed entity, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the totaI voting power of the Iisted entity;

(v) is a material supplier, service provider or customer or a lessor or lessee of the listed entity;

f. who is not less than 21 years of age.

"Senior Management": The expression "senior management" means personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional heads.

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 as may be amended from time to time shall have the meaning respectively assigned to them therein.

Applicability

The Policy is applicable to Directors (Executive and Non Executive) Key Managerial Personnel Senior Management Personnel General Appointment Criteria

The Committee shall consider the following criteria, and qualifications as follows.

i. The Committee shall identify, ascertain and consider the ethical standards of integrity and probity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and accordingly recommend to the Board his / her appointment.

ii. The Company should ensure that the person so appointed as Director/ Independent Director/ KMP/ Senior Management Personnel shall not be disqualified under the Companies Act, 2013, rules made thereunder, Listing Regulations or any other enactment for the time being in force.

iii. The Director/ Independent Director/ KMP/ Senior Management Personnel shall be appointed as per the procedure laid down under the provisions of the Companies Act, 2013, rules made thereunder, Listing Regulations or any other enactment for the time being in force.

iv. The Committee has the discretion to decide whether qualification, expertise and experience possessed by a person is sufficient/satisfactory for the concerned position.

Additional Criteria for Appointment of Independent Directors

The Nomination and Remuneration Committee shall satisfy itself with regard to the Independent nature of the Directors so as to enable the Board to discharge its function and duties effectively. Independent Director shall meet all criteria specified under the provisions of the Companies Act, 2013 and rules made there under and Listing Regulations. The Committee shall consider qualifications for Independent Directors as mentioned in herein earlier under the head ''Definitions''.

Term /Tenure

The Term /Tenure of the Directors shall be governed as per provisions of the Listing Regulations, Companies Act, 2013 and rules made there under as amended from time to time.

Performance Evaluation Criteria

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval.

Removal

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Act, rules and regulations or any other reasonable ground, the Committee may recommend to the Board for removal of a Director, KMP or Senior Management Personnel subject to the provisions & compliance of the said Act, rules & regulations.

Policy on Board diversity

The Board of Directors shall have the optimum combination of Directors from the different areas / fields like production, Management, Quality Assurance, Finance, Sales and Marketing, Supply Chain, Research and Development, Human Resources etc. or as may be considered appropriate.

Policy Review

This policy is framed based on the provision "of the Companies Act, 2013 and rules thereunder and requirement of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Remuneration Policy For Remuneration To Directors/Key Managerial Personnel/Senior Management Personnel

1. Non-Executive Directors

The Company is not paying any remuneration to the Non-Executive /Independent Directors except, sitting fees for attending the Board meetings.

The amount of sitting fees shall be subject to limits as provided under the Companies Act, 2013 and rules made there under or any other enactment for the time being in force.

2. Managing Director and Key Managerial Personnel & Other Employees

The remuneration shall be reasonable and sufficient to attract, retain and motivate directors, Key Managerial Personnel and Senior Management of the quality required to run the company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks.

The remuneration should also involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

1. The remuneration of Executive Director including the Chairman, Managing Director, & KMP shall be recommended & approved by the Nomination & Remuneration Committee to the Board.

The remuneration shall be governed as :per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force.

2. The Company may pay sitting fees to executive Directors for attending the Board meetings. The amount of sitting fees shall be subject to limits as provided under the Companies Act, 2013 and rules made there under or any other enactment for the time being in force.

3. The Company shall pay remuneration to its CS and CFO as per the terms of the appointment as approved by the Nomination and Remuneration Committee and they shall also entitled for the annual increments based on their performance, evaluated by the Nomination.and Remuneration Committee and Board on annual basis.

4. The Remuneration to other employees will be such as to ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks. Remuneration to other employees shall involve a balance between, fixed and incentive pay reflecting short & long term performance objectives appropriate to the working of the Company & its goals.

Amendment

Any change in the Policy shall, on recommendation of Nominations & Remuneration Committee, be approved by the Board of Directors of the Company. The Board of Directors shall have the right to withdraw and/or amend any part of this Policy or the entire Policy, at any time, as it deems fit, or from time to time, and the decision of the Board in this respect shall be final and binding.

ANNEXURE - IV

REPORT ON

GSR ACTIVITIES/ INITIATIVES

[Pursuant to Section 135 of the Act & Rules made there under]

1. A brief outline of the Company''s CSR policy, including overview of the projects or programmes proposed to be undertaken and reference to the web-link to the CSR Policy and projects or programmes:

The Corporate Social Responsibility Policy ("Policy") of the Company is in line with the provisions of Section 135 of the Companies Act 2013 ("Act") read with Schedule VII to the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 The Policy lays down the guiding principles that shall be applicable to the CSR projects/programme/ activities of the Company. The Policy is primarily aimed at supporting the Company''s consistent efforts to promote education and vocation skills development. The Board of Directors approved this Policy, on the basis of the recommendations of the CSR Committee.

Policy Objectives:

The objective of the CSR Policy ("Policy") is to lay down the guiding principles in undertaking various Programs and projects by or on behalf of the company relating to Corporate Social Responsibility ("CSR") within the meaning of section 135 of the Companies Act, 2013 read with Schedule VII of the Act and the CSR Policy Rules 2014. ("Rules")

The summary of the CSR Policy is available on the Company''s website at http://www.mohinihealthandhygiene.com/

A list of the programs that the Company proposed to be undertaken is given in the policy.

2. The composition of the CSR Committee:

Name of the Member(s)	Nature of Directorship
Mr. Sarvapriya Bansal	Director
Mr. Avnish Sarvapriya Bansal	Director
Mr. Gajendra Singh Narang	Independent Director

3. Average Net Profit of the Company for last three Financial Years (i.e. 2014-2015, 2015-2016 & 2016-2017) : Rs. 4,38,06,655.66/-

4. Prescribed CSR expenditure (2% of amount): Rs. 8,76,133.00/-

5. Details of CSR activities/projects undertaken during the year:

a) Total amount to be spent for Financial Year 2017-2018-Rs.8,76,133.00/-

b) Total amount spent for Financial Year 2017-2018- Rs. 4,07,917.00/-

d) Amount un-spent (for F.Y. 2017-2018}-Rs. 4,68,216.00/- :

e) Mannerin which the amount spent during Financial Year2017-2018 is as detailed below:

CSR project/ activity identified	Sector in Which the Project is covered	Projects/ Programmes 1 . Local area/ others-2. Specify the State & district where projects or programs were undertaken	Amount outlay (budget) project/ programme wise	Amount spent on the projects or programs Sub-heads: 1) Direct expenditure on projects or programs 2) Overheads	Cumulative spend up to the reporting period (Amount in Rs.)	Amount spent: Direct/ through implementing agency
Promoting Self Employment & Health Awareness amongst the group of People in rural area .	Promoting Self Employment & Health Awareness	Madhya Pradesh	Not specifically provided	Direct expenditure on projects	1,12,554.00	Direct
Promoting Self Employment amongst the group of People in rural area	Promoting Self Employment	Madhya Pradesh		Direct expenditure on projects	1,94,363.00	Direct
To promote educational and social training to the tribal children	Promoting Education Including Special Education	Madhya Pradesh		Direct expenditure on projects	1,01,000.00	Direct
					4,07,917.00

6. Justification for unspent money out of 2% of the average net profit of the last 3 Financial Years-

CSR initiatives are on the focus areas approved by the Board benefiting the community. However the company has just embarked on the journey of ascertaining CSR programs.

For this reason, during the year, the Company''s spend on the CSR activities has been less than the limits prescribed under the Companies Act, 2013. The CSR activities are scalable with few new initiatives that may be considered in future and moving forward the Company will endeavor to spend on CSR activities in accordance with the prescribed limits.

7. A responsibility statement by the CSR Committee is reproduced below-

The implementation and monitoring, of Corporate Social Responsibility (CSR) Policy, is in compliance with CSR objectives and policy of the Company.

	For & on Behalf of the Board of Directors of
	Mohini Health & Hygiene Limited
	(Formerly Known as MOHINI FIBERS LIMITED)
Sd/-	Sd/-
Mr. Sarvapriya Bansal	Mr. Avnish Sarvapriya Bansal
DIRECTOR	MANAGING DIRECTOR
DIN: 02540139	DIN: 02666814
DATE:
PLACE: PITHAMPUR (M.R)

[Pursuant to section 204(1) of the Companies Act, 2013 and

Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

MOHINI HEALTH & HYGIENE LIMITED

(Formerly Known as Mohini Fibers Limited)

CIN- LI7300MP2009PLC022058

Plot No. 109, Sector 3, Industrial Area,

Pithampur, Dhar (MP) 454774 IN

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by MOHINI HEALTH & HYGIENE LIMITED

(hereinafter called ''the company1). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Company''s Board of Directors is responsible for the matters of Compliances of the various provisions of the Companies Act, 2013 and other applicable laws. Our responsibility to conduct the audit of the Compliances made during the year upon test check basis. We have adopted such methods and procedure and based on our verification of the MOHINI HEALTH & HYGIENE LIMITED books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended 31st March, 2018 has complied with the statutory provisions listed .hereunder and also that the

Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act1):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(d) The-Securities and Exchange Board of India (Employee Stock Option Scheme.and Employee Stock Purchase Scheme) Guidelines, 1 999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India;

(ii) The Listing Agreement entered into by the Company with the Stock Exchange and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015;

During the period under review and as per the explanations and representations made by the management and subject to clarifications given to us, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, etc., mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for

seeking and obtaining further information and clarifications on the agenda items before the meeting & for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings were carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be.

We further report that:

There are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines, standards etc.

We further report that: -

During the audit period of the company, there were instances of:

1. Increase in Authorized Share Capital of the company

Increase in Authorized share capital of the company from 10 Crores to 20 Crores in the Extra ordinary general meeting of the members of the company held on 27th October201 7.

2. Allotment through Public / Rights / Preferential issue of shares/ debentures/ sweat equity/ Bonus Shares.

a) Company has made allotment of fully paid 8888925 equity shares as bonus shares to the existing shareholders in the ratio of 3:1 on November 02, 2017;

b) Company has undertaken a private placement of 14,52,000 equity shares of Rs.40/- each including premium of Rs. 30/- per share for cash consideration aggregation to Rs, 580.80 Lakh (Pre IPO Placement) on January 19, 2018;

c) An Initial Public Offering (IPO) of 49,32,000 equity shares of Rs.42/- each including premium of Rs. 32/- per share with total issue size of Rs. 2071.44 Lakhs to Retail Individual Investors, Non Institutional Investor and Market maker, vide prospectus filed with the Registrar of Companies, Gwalior MP on February 09, 2017 and Subsequently the shares of the company have been listed on SME Platform of NSE in 16th February, 2018.

ANNEXURE-V

FORM NO. MR-3 SECRETARIAL AUDIT REPORT FOR THE FlNANCIAL YEAR ENDED 31ST MARCH, 2018

3. Appointment of Lead manager

Company has made Appointment of the Lead Manager(s), Market Maker(s), Underwrites(s), Legal Advisor(s), Registrar(s), Escrow Bank(s), Syndicate Member(s), and other intermediaries to the Public Issue in accordance with1 the provisions of the ICDR Regulations and other applicable statutory and/or regulatory requirements;

4. Adoption of new set of Articles

Pursuant to the provisions of section 5 and 14 of companies Act, 2013 (''the Act'') schedule I made there under, read with the companies (Incorporation) Rules, 2014 and all other applicable provisions, if any, of the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), the new set of Articles of Association pursuant to the Act primarily based on the Form of table F under the Act has been adopted as new set of Articles of Association in place of existing Articles of Association.

Resolution passed pursuant to Section 180 (1) (c) of Companies Act, 2013 regarding restrictions in the power of the Board in Extra Ordinary Meeting held on 27th October201 7:

Authority to Board of Directors to Borrow Money exceeding paid up capital and free reserve but not exceeding Rs. 1,00,00,00,000/- (Rupees Hundred Crores Only)

Resolution passed pursuant to Section 1 79(3)(e) and subject to the limit envisaged under Section 186 of Companies Act, 2013 regarding power of the Board for making investment, in Board Meeting held on 13th November 2017

Approval of the Board of Directors for making investment in any body corporate upto an aggregate amount not exceeding Rs. 7,50,00,000/- (Rupees Seven Crores Fifty Lakhs Only) in pursuance of which the Company has made an investment of 97% in Vedant Kotton Private Limited during the year under review.

Resolution passed pursuant to Section 180 (1) (a) of Companies Act, 2013 regarding restrictions in the power of the Board in Extra Ordinary

Meeting held on 24th November201 7:

Authority to Board of Directors to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the company not exceeding Rs. 1,00,00,00,000/- (Rupees Hundred Crores Only).

5. Appointment of Independent Director

Board has appointed the following Independent Directors of the company during the year in the duly convened Board meeting held on 26th October 2017 and the appointment has been approved by the Company in the Extra Ordinary Meeting held on 27th October201 7:

Mr. Gajendra Singh Narang Mr. Ramesh Chandra Jain

6. Related Party Transaction

Company has entered into related party transactions for purchase and sale from Vedant Kotton Private Limited (having Common Directorship and also became subsidiary w.e.f. 15.11.2017). The approval of the board has been granted to such transactions of not exceeding Rs. 5 Crores with an increase of 15% per annum on such terms and conditions as may be decided by the Board at the meeting held on 01st April, 2017.

The approval of the Board has been granted to appoint Ms. Supriya Bansal (Sister of Mr. Avnish Bansal & Daughter of Mr. Sarvapriya Bansal) at office or place of profit in the Company at a remuneration of Rs. 6,00,000/- p.a.

* During the Previous year the Company has attracted the applicability of the provision of Corporate Social Responsibility and company is in process to spend amount on CSR activities.

Date:	10.08.2018
Place:	Indore
	Sd/-
	For Neelam Binjwa
	Practicing Company Secretaries
	ACS No.:39252
	C.P No.15361

To,

The Members,

MOHINI HEALTH & HYGIENE LIMITED

(Formerly Known as Mohini Fibers Limited)

CIN- LI7300MP2009PLC022058

Plot No 109, Sector 3, Industrial Area,

Pithampur, Dhar (MP) 454774 IN

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records.

The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we '' have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

- Company has held all requisite no. of Board Meetings/audit committee meetings/ Nomination & Remuneration committee complied with the provision of Companies Act, 2013.

- Management properly maintained minutes book and duly authenticated by the chairman.

- Management has kept and properly entered records in all statutory books in their registered office.

- All Request for transfer of shares received by the company during the year have been duly recorded.

- Notice of Board meetings were duly sent to all the directors.

Our report of even date is to be read along with this letter.

- Notice of annual general meeting has been duly sent to all the members.

- Company has obtained secured loans from banks/ financial institutions of aggregate amount as on 31st March, 2018 of.Rs. 54,83,56,323.00/-(with interest) and duly entered in statutory register.

- company has not directly indirectly advanced any loans to any of the its Director or KMP or any other person in whom the director is interested or given any guarantee or provided any security in connection with any loan taken by him or such other person (under section 185 & 186) (Investment in subsidiary details)

- Company has not accept any deposit (u/s 73)

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, Standards are the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Place: Indore
Date: 10.08.2018
	Sd/-
	Neelam Binjwa
	Practicing Company Secretary
	ACS No.:39252
	C.P No. 15361

ANNEXURE-VI

CONSERVATION OF ENERGY TECHNOLOGY

FOREIGN EXCHANGE EARNINGS AND OUTGO

[Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014]

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014

A) CONSERVATION OF ENERGY:

Particulars	Current Reporting Period 31.03.2018
a. The steps taken or impact on conservation of energy	Steps taken or the company provides high priority to energy conservation schemes to conserve natural resources and is regularly taking effective steps to conserve energy wherever possible. This continues to remain thrust area with studies, discussions and analysis being undertaken regularly for further improvements. Energy conservation is an ongoing process in the company. The company continued its efforts to improve energy usage efficiencies.
b. The steps taken by the company for utilizing alternate sources of energy	The Company has not taken any step for utilizing alternate source of energy.
c. The capital investment on energy conservation equipment''s	The Company has not made any capital investment in energy conservation equipment

B) TECHNOLOGY ABSORPTION:

Particulars	Current Reporting Period 31.03.2018
a) The efforts made towards technology absorption	The company has been using indigenous as well as imported machinery. The Company has been making efforts for absorption of latest technology.
b) The benefits derived like product improvement, cost reduction, product development or import substitution	The Company has installed fully automated machinery reducing manual intervention. Introduction of new technology helped in improvement of quality of the products as well as up gradation of existing products.
c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	The Company has not imported any technology during the last three years
(i) the details of technology imported
(ii) the year of import
(iii)whether the technology been fully absorbed
(iv)if not fully absorbed, areas where absorption not taken place, and the reasons thereof
d) The expenditure incurred on Research and Development	The Company has not incurred any expenditure on research and development

C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars	Current Reporting Period 31.03.2018
The Foreign Exchange earned in terms of actual inflows during the year	Rs 97,39,62,641/-
The Foreign Exchange outgo during the year in terms of actual outflows.	Rs 2,22,55,744/-

	For & on Behalf of the Board of Directors of
	Mohini Health & Hygiene Limited
	(Formerly Known as MOHINI FIBERS LIMITED)
Sd/-	Sd/-
Mr. Sarvapriya Bansal	Mr. Avnish Sarvapriya Bansal
Director	Managing Director
DIN: 02540139	DIN: 02666814
Place: Pithampur (M.P.)

ANNEXURE - VII DETAILS OF

REMUNERATION OF DIRECTORS AND EMPLOYEES

Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment & Remuneration) Rules, 2014

The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2017-18	Director''s Name	Ratio to median remuneration
	Mr. Avnish Bansal	21.14
	Mr. Sarvapriya Bansal	21.14 .
The Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the Financial Year 201 7-1 8	Director''s/CFO/CS	% increase in remuneration
	Mr. Avnish Bansal (Director)	Nil
	Mr. Sarvapriya Bansal (Director)	Nil
	Ms. Shweta Bhamare (Company Secretary)	20.00%
	Mrs. Mukta Agrawal (CFO)-	28.57%
Percentage increase in the median remuneration of employees in the Financial Year 2017-2018	During Financial Year 2017-2018, the percentage . increase in the median remuneration of employees as compared to previous year was approximately 1.59%
Number of permanent employees on the rolls of the Company	There were 210 employees as on 31st March, 201 8
Average percentile increase in salaries of Employees other than managerial Personnel	The average percentile increase in salaries of Employees is 4.33% .
Affirmation that the remuneration is as per the remuneration policy of the Company	It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

*Median Remuneration of FY201 7-2018 is Rs. 1,13,520/- and of FY 2016-2017 is Rs. 1,15,320/-

Note: The Statement of Particulars of Top Ten employees pursuant to the Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Company is given below:

Further, there were no Employee in the FY 2017-2018 who drawn salary in aggregate and not less than Rs. 1.02 Crores and Rs. 8.05 Lacs either throughout or part of the F.Y respectively.

Name of Employee	Department	Total Net Pay Per Annum (in'')	Nature of employment whether contractual or otherwise	Qualification & Experience	Date of commencement of employment	Age	Last employment held by such employee before joining the Company	% of shares held the of Company	Whether employees is relative of any director of the co.
Mr. Sarvapriya Bansal	Director	24,00,000	Regular Employment	B.Com 15 Years	24/06/2009	61	Pratibha Syntex Limited	6.10%	Mr. Sarvapriya Bansal is father of Mr. Avnish Bansal Managing Director/ Promoter of the Company
Mr. Avnish Bansal	Managing Director	24,00,000	Regular Employment	B.Com 9 Years	24/06/2009	33		55.47%	Mr. Avnish Bansal is son of Mr. Sarvapriya Bansal Director/ Promoter of the Company
Mr. Sheheryar Datta	Marketing	17,10,000	Regular Employment	MBA International Marketing 3 Years	02/07/2014	39	Jindal Medicat Ltd.	Nil
Mr. Piyush Kothari	Maintenance	9,00,000	Regular Employment	B.E (Mech.) 3 Years	16/07/2014 :	47	Jindal Medicat Ltd.	Nil	-
Mr. Anil Kumar Sambyal	Bleaching"	9,00,000	Regular Employment	B.A 3 Years	13/02/2014	38	Jindal Medicat Ltd.	Nil	-
Mrs. Varsha Kothari	Admin	6,00,000	Regular Employment	M.S.C 5 Years	01/04/2017	47	Jindal Medicat Ltd.	Nil	-
Mrs. Shantelle Datta	Admin	6,00,000	Regular Employment	MBA International Marketing 6 Years	01/03/2016	37	Lowe Lintas	Nil
Mr. . . Munendra Singh Tomar	.RCW	6,00,000	Regular Employment	B.C.A 10 Years	01/04/2009	36	STI India Pvt. Ltd.	Nil	-
Mrs. Mulcta Agrawal	Accounts	5,40,000	Regular Employment	M.Com 2 Years	23.01.2017	29	RS Goyal & Associates, Chartered Accountants	Nil
Mrs. Neha Jhawar	Admin	5,40,000	Regular Employment		01/04/2017	31	-	Nil	-

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