Your Director's have pleasure to present the 19^th (Nineteen) Board Report on the business and operations of the Company together with Audited Financial Statements for the financial year 2025-26. The financial highlights are as follows: -

We are pleased to present Company's 19^th Annual Report along with the Annual Financial Statements detailing the business performance and operations of our company. This report also includes a summary of our financial statements for the financial year ending March 31, 2026.

Company is committed to setting new benchmarks in corporate transparency and accountability. This comprehensive report is a testament to our dedication to providing a holistic view of our performance, strategy, and impact. Our robust corporate governance framework reflects our dedication to ethical leadership, compliance, and stakeholder trust.

We present the financial statements for the year, providing a transparent and precise assessment of our financial position, operational results, cash flows, and changes in equity. These statements have been prepared in strict accordance with applicable accounting standards, ensuring accuracy and reliability.

The Company's financial performance for the financial year ended March 31, 2026 is summarized below:

(Amount in Lakhs)

The financial statements have been prepared in accordance with the provisions of the Companies Act, 2013 ("Act”), Indian Accounting Standards ("Ind AS”) as applicable and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”).

During the year under review, the Company continued to serve its customers through its retail stores and e-commerce channels, further strengthening its market presence and customer reach.

The Company is engaged in the manufacturing, designing, and marketing of ready-made garments for women, offering a diverse range of formal, semi-formal, and casual wear. Its products are marketed under the brand name "MONETIL" through exclusive stores/outlets across India.

To optimize its manufacturing operations, the Company outsources garment production on a job-work basis to third-party contractors from time to time. The Company provides detailed technical specifications, including designs, patterns, fabric quality, and other product requirements. Based on these specifications, the contractors procure the necessary raw materials at their own cost and undertake the manufacturing process, ensuring that the finished products conform to the Company's prescribed quality standards.

During the FY 2025-26, the Board has not proposed to transfer any amount to the General Reserves as maintained by the Company. Further, the details of transfers, to other reserves), if any, are disclosed in Note No. 16. to the financial statements forming part of this Annual Report.

After careful consideration of the Company's financial position, future growth plans, and long-term strategic objectives, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2026.

The Board believes that retaining the profits and reinvesting them in the Company's business will strengthen its financial position, enhance operational capabilities, support future growth initiatives, and create a stronger reserve base. This prudent approach is intended to improve the Company's long-term competitiveness and maximize sustainable value creation for all shareholders.

Authorized Share Capital

During the financial year under review, there was no change in the Authorised Share Capital of the Company. As on March 31, 2026, the Authorized Share Capital of the Company stands at ^17, 30, 00,000 (Rupees Seventeen Crores Thirty Lakhs only), divided into 17, 30, 00,000 (Seventeen Crores Thirty Lakh) Equity Shares of ^1/- (Rupee One) each

Issued, Subscribed and Paid-Up Share Capital

As on 31st March 2026, the Issued, Subscribed and Paid-Up Share Capital of the Company stands at ^ 17,27,36,551 (Rupees Seventeen Crores Twenty-Seven Lakhs Thirty-Six Thousand Five Hundred Fifty-One only) divided into 17,27, 36,551 (Seventeen Crores Twenty-Seven Lakhs Thirty-Six Thousand Five Hundred Fifty-One only) Equity Shares of ^1/-(Rupee One) each.

Your Company does not have any Subsidiary, Joint Venture or Associate Company; hence provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

Except as disclosed elsewhere in this Report, there have been no material changes or commitments affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

The particulars of loans, guarantees, investments and other transactions covered under Section 186 of the Act and Schedule V of the SEBI Listing Regulations are disclosed in Note 9 to the financial statements of the Company, forming part of this Annual Report.

These disclosures ensure that stakeholders have a clear understanding of the Company's financial commitments. We encourage stakeholders to refer to the Financial Statements for a detailed overview, reinforcing our commitment to regulatory compliance and accountability.

All contracts, arrangements, and transactions entered into by the Company with its related parties during the financial year 2025-26 were in the ordinary course of business and on an arm's length basis, in compliance with the provisions of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the Company enter into any material related party transaction requiring shareholders' approval under the applicable provisions of the Act or the SEBI Listing Regulations. Accordingly, all Related Party Transactions ("RPTs") were reviewed and approved by the Audit Committee, wherever applicable.

The particulars of the Related Party Transactions are disclosed in Note No. 41 to the Financial Statements. The disclosure in Form AOC-2, as prescribed under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure I.

The Company has adopted a Policy on Related Party Transactions ("RPT Policy”) in compliance with Regulation 23 of the SEBI Listing Regulations, which is available on the website of the Company at https://cdn.shopify.com/s/files/1/0708/4644/7789/files/Related Party Transaction Policy.pdf?v=1749295995

In compliance with Section 197(12) of the Companies Act, 2013, and Rules 5(1) to (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report includes detailed disclosures on managerial remuneration and employee compensation, presented in Annexure II.

In accordance with the provisions of Sections 92 and 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company for the Financial Year 2025-26 as prescribed in Form MGT-7 has been placed on the Company's website and is available at https://monteil.in/pages/investors-declaration

The Board of Directors (the "Board”) of the Company is committed to upholding the highest standards of corporate governance and ensuring that the Company operates in a transparent, ethical, and accountable manner. The Board is responsible for providing strategic direction, formulating business strategies and policies, and overseeing the implementation of robust governance, risk management, and internal control frameworks. It guides the Company in achieving its long-term business objectives while safeguarding the interests of all stakeholders.

The Board reserves for its consideration all matters of strategic importance affecting the Company's overall direction, financial performance, and shareholder interests. These include, but are not limited to, the approval of business plans and strategies, annual budgets, risk management policies, internal control systems, preliminary announcements of interim and annual financial results, dividend policy, material acquisitions and disposals, related party transactions, and other significant corporate actions.

The Company's Board comprises a balanced mix of Executive, Non-Executive, and Independent Directors, including one Woman Director, ensuring an appropriate blend of skills, experience, knowledge, and diversity. This composition enables the Board to discharge its responsibilities effectively and exercise objective and independent judgment in the best interests of the Company and its stakeholders.

As on March 31, 2026, the Board comprised six (6) Directors, consisting of one (1) Executive Director, two (2) NonExecutive Non-Independent Directors, including one (1) Woman Director, and three (3) Independent Directors, including two (2) Women Independent Directors. The composition of the Board was in compliance with the requirements of the Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

None of the Directors of the Company was disqualified from being appointed or continuing as a Director under the provisions of Section 164(2) of the Companies Act, 2013. The Directors have also made the necessary disclosures as required under the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

DIRECTORS LIABLE TO RETIRE BY ROTATION

Pursuant to the provisions of Section 152 of the Act and the Articles of Association of the Company, Mrs. Supreet Kaur Rekhi, (DIN: 10409347) Non-Executive- Non-Independent Director, retires by rotation at the ensuing AGM and, being eligible, has offered herself for re-appointment. Based on the recommendation of the Nomination and Remuneration Committee and considering her performance, leadership qualities, industry expertise, and significant contribution to the growth and development of the Company, the Board recommends her reappointment of Mrs. Supreet Kaur as Director, liable to retire by rotation.

CHANGES IN DIRECTORS DURING THE FINANCIAL YEAR 2025-26.

During the year under review, Mr. Ajay and Mr. Yogesh Kumar resigned from the position of Independent Director with effect from March 18, 2026. Subsequently, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Ish Sadana and Mrs. Monam Kapoor as Independent Directors with effect from February 14, 2026, at its meeting. Their appointments were subsequently approved by the shareholders through the postal ballot process.

MEETINGS OF THE BOARD AND COMMITTEES

During the Financial Year 2025-26, the Board met 10 (Ten) times and the details of the meetings along with the attendance details are provided in the Corporate Governance Report, which forms the part of this Annual Report.

The gap between any two consecutive Board and/or Committee meetings was within the limits prescribed under Section 173 of the Act and applicable provisions of the SEBI Listing Regulations. The requisite quorum was present at all the meetings held during the period under review.

In compliance with the provisions of the Act and the SEBI Listing Regulations the Board has constituted following statutory committees:

a) Audit Committee;

b) Nomination and Remuneration Committee; and

c) Stakeholders' Relationship Committee

The composition of the Committee, terms of reference, details of meetings held during the financial year, and attendance of the Committee members are provided in the Corporate Governance Report, which forms the part of this Annual Report.

During the FY 2025-26, all recommendations made by the Committees of the Board, were duly considered and accepted by the Board of Directors.

Your Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with the rules made thereunder and Regulation 16(1)(b) and Regulation 25(8) of the SEBI Listing Regulations.

In accordance with the provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have registered their names with the databank maintained by the Indian Institute of Corporate Affairs (IICA), wherever applicable.

Also, the independent directors have complied with the Code for Independent Directors as prescribed in Schedule IV of the Act and have confirmed that they are in compliance with Code of Conduct for Board and the Senior Management Personnel adopted by the Company in accordance with SEBI Listing Regulations.

Based on the declarations received and after undertaking due assessment of the veracity of such declarations, the Board is satisfied that all Independent Directors possess the requisite integrity, expertise, experience and proficiency and fulfil the conditions of independence specified under the Act and the SEBI Listing Regulations.

The details including the meetings of the independent directors, familiarisation programme etc. have been provided in the Corporate Governance Report, which forms part of this annual report.

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board, based on the recommendations of the Nomination and Remuneration Committee ("NRC"), has adopted a structured framework for evaluating the performance of the Board, its Committees, the Chairperson and individual Directors, including Independent Directors. The annual performance evaluation for the FY 2025-26 was carried out in accordance with the approved evaluation framework.

Evaluation Process

a) The NRC approved a comprehensive evaluation questionnaire covering various aspects relating to the functioning and effectiveness of the Board, its Committees, Chairman and Individual Directors.

b) The evaluation was conducted using a rating scale ranging from 1 (strongly disagree) to 5 (strongly agree).

c) The Directors completed and submitted their evaluation responses, assessing the performance of the Board, its Committees, the Chairperson and individual Directors.

Outcome of Evaluation

Based on the performance evaluation carried out during the year, the Board is of the view that it functions effectively and continues to demonstrate a high level of commitment, engagement and oversight in discharging its responsibilities. The evaluation indicated that the Board, its committees and individual Directors are performing their respective roles efficiently and contributing meaningfully to the Company's governance framework. The Board remains committed to

maintaining high standards of corporate governance and continuously enhancing its effectiveness in line with evolving business requirements and stakeholder expectations.

In Compliance with section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and hereby confirm the following:

a) In the preparation of the Annual Accounts for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) Your directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the Profit of the Company for the year ended on that date;

c) The directors had been taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) Your 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

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Your Company is committed to maintaining the highest standards of integrity, transparency and ethical conduct in all its business activities. In compliance with the provisions of the Act and the SEBI Listing Regulations, the Company has established a Vigil Mechanism through its Vigil Mechanism/Whistle Blower Policy to provide Directors, employees and other stakeholders with an appropriate channel to report genuine concerns relating to unethical behaviour, actual or suspected fraud, violations of the Company's Code of Conduct, financial irregularities or any other improper practices.

Further, the details of the Vigil Mechanism are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

Your Company is deeply committed to inclusive growth and has been actively engaged in holistic community development since its inception Our CSR activities are guided by a comprehensive CSR Policy, ensuring a structured and impactful approach. The policy details can be accessed on our website with the link available a https://monteil.in/pages/policies.

Your company is required to allocate eligible funds to CSR activities for the financial year 2025-26. The Company is making arrangements to spend the funds as per the Act and rules made thereunder. A detailed report on CSR activities is annexed as to Annexure III this report.

STATUTORY AUDITOR

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, the Statutory Auditors of the Company, M/s Mittal & Associates, Chartered Accountants (Firm Registration Number: 106456W) were appointed by the members of the Company in the Annual General Meeting (AGM) held on September 20, 2023 for a second term of 5 (five) years to hold office till conclusion of the 21st AGM of the Company to be held in the year 2027.

The Auditor's Report on financial statements of the Company for FY 2025-26 forms part of this Annual Report. The reports are unmodified and do not contain any qualification, reservation, adverse remark or disclaimer of opinion and is self-explanatory and therefore, do not call for any further comments from the Board under Section 134(3)(f ) of the Act.

During the FY 2025-26, the Statutory Auditors have not reported any fraud committed against the Company by its officers or employees as required under Section 143(12) of the Act read with the rules made thereunder.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act read with rules made thereunder and Regulation 24A of the SEBI Listing Regulations, M/s, Anuj Gupta and Associates, Practicing Company Secretaries (Firm Registration No. S2015DE314800 and Peer Review No.1126/2021), were appointed as the Secretarial Auditor of the Company for a term of five (5) consecutive years, at the 18^th AGM of the Company commencing from the financial year 2025-26.

M/s, Anuj Gupta and Associates conducted the Secretarial Audit of the Company for the financial year ended March 31, 2026 and the Secretarial Audit Report in Form MR-3 is annexed to this Board's Report as Annexure IV and forms an integral part of this Annual Report. The Secretarial Audit Report is self-explanatory and does not contain any qualification, reservation, adverse remark or disclaimer.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Act and the rules made thereunder, M/s KMRG & Associates, Chartered Accountants (Firm Registration No.029698N) were appointed as the Internal Auditors of the Company for the FY 202526.

The Internal Auditors conducted periodic internal audits during the year under review and submitted their reports to the Audit Committee. The Audit Committee regularly reviewed the internal audit findings, significant observations, management responses and the status of implementation of corrective actions, wherever required. The Committee also monitored the adequacy and effectiveness of the Company's internal financial controls, internal control systems and risk management framework.

Your Company has in place adequate internal financial controls with reference to financial statements, commensurate with the size, scale and complexity of its operations. These controls are designed to ensure the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. The Audit Committee and the Board periodically review the adequacy and effectiveness of the internal control systems.

During the financial year under review, the internal financial controls were tested and found to be operating effectively. No material weakness, significant deficiency or reportable deficiency was observed by the Internal Auditors or the Statutory Auditors.

The Board has developed appropriate framework and processes for identifying, assessing, and mitigating risk associated with the Company and developed procedures for reviewing management's action on implementation of the same. Major risks which in the opinion of the Board may threaten the existence of the Company are identified by the businesses and functions are systematically addressed through appropriate actions on a continuous basis, safeguarding the Company against those risks.

Conservation of energy: Not applicable Technology absorption: Not applicable

Foreign exchange earnings and outgo: There was no foreign exchange inflow or Outflow during the year.

Your Company remains committed to maintaining the highest standards of corporate governance and has complied with all applicable requirements prescribed under the Act and the SEBI Listing Regulations.

The Company continues to conduct its affairs with integrity, transparency, accountability, fairness and responsibility, while fostering trust and confidence among its shareholders, employees, customers, suppliers and other stakeholders. The principles of good corporate governance remain embedded in the Company's business practices and decisionmaking processes.

Pursuant to Regulation 34 of the SEBI Listing Regulations, a separate Report on Corporate Governance forms an integral part of this Annual Report. The Report includes a certificate issued by the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as prescribed under the SEBI Listing Regulations.

The Board of Directors affirms that during the Financial Year 2025-26, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India i.e. SS-1 and SS-2 relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively and approved by the Central Government under Section 118(10) of the Companies Act, 2013. In the preparation of the Financial Statements, the Company has also applied the Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015.

The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the Company's business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for one's conduct in dealing with the Company, fellow Directors and with the environment in which the Company operates.

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

Your Company has always believed in providing a safe and harassment free workplace for every women employee working with your Company. Your Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. Your Company has zero tolerance for sexual harassment at workplace and, therefore, has in place a policy on prevention of sexual harassment at workplace. We would like to confirm that no complaints related to sexual harassment were reported during the year, reflecting the effectiveness of our policies, awareness initiatives, and commitment to maintaining a safe and dignified work environment for all employees.

In terms of Regulation 34 of the SEBI Listing Regulations, Management Discussion and Analysis Report for FY 2025- 26, forms part of this Annual Report.

a) PUBLIC DEPOSITS: The Company during the FY 2025-26, did not accept any deposits from the public which is falling under the purview of Chapter V of the Act read with the Rule 8(5)(v) of Companies (Accounts) Rules, 2014.

b) ONE TIME SETTLEMENT: There was no instance of a one-time settlement entered into by the Company with any Bank or Financial Institution during the financial year under review.

c) REVISION IN FINANCIAL STATEMENT: During the period under review, there was no revision in the financial statements.

d) REMUNERATION AND COMMISSION FROM SUBSIDIARY: During the financial year under review, neither the Managing Director nor any Whole-time Director of the Company received any remuneration or commission from any of the Company's subsidiaries.

e) CHANGE IN NATURE OF BUSINESS: There was no change in the nature of the business of the Company during FY 2025-26.

f) COST AUDIT AND COST RECORDS: Pursuant to the provisions of Section 148 of the Act read with the applicable rules made thereunder, the maintenance of cost records and the requirement of cost audit are not applicable to the Company in respect of its business activities.

g) TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF): During the financial year under review, there were no amounts lying unpaid or unclaimed towards dividend or any other amounts required to be transferred to the Investor Education and Protection Fund ("IEPF”) pursuant to the provisions of Section 125(2) of the Act. Accordingly, no amount was transferred by the Company to the IEPF during the year under review.

h) APPLICATION/PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016: No

application was filed against the Company, nor were any proceedings pending under the Insolvency and Bankruptcy Code, 2016, as on March 31, 2026.

i) CORPORATE ACTION: During the FY 2025-26, the Company duly complied with all applicable statutory and regulatory requirements relating to corporate actions. There was no instance of any delay or failure in implementing corporate actions within the timelines prescribed under the applicable laws, regulations, and listing requirements.

j) DOWNSTREAM INVESTMENT COMPLIANCE: Pursuant to the applicable provisions of the Foreign Exchange Management Act, 1999 ("FEMA”) and the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 ("NDI Rules”), the provisions relating to downstream investment are not applicable to the Company. Accordingly, the Company was not required to obtain any certification or reporting from its Statutory Auditors in this regard during the financial year under review.

k) EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS AND SWEAT EQUITY SHARES: During the year under review, the Company has neither issued the equity shares with differential voting rights nor issued sweat equity shares in terms of the Act and the rules made thereunder.

l) SIGNIFICANT OR MATERIAL ORDERS: 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.

m) EMPLOYEES STOCK OPTION SCHEME (ESOP): During the year under review, the Company has not issued the equity shares to their employee in terms of the Act and the rules made thereunder.

The Board wishes to express its sincere appreciation for the assistance and co-operation received from banks, government and regulatory authorities, stock exchanges, customers, vendors and members during FY 2025-26. The Board also acknowledges and appreciates the exemplary efforts and hard work put in by all employees of the Company and looks forward to their continued support and participation in sustaining the growth of the Company in the coming years.