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To

The Members of,

Fabino Enterprises Limited 105, 1st Floor, Barodia Tower, Plot No 12, D Block, Central Market, Prashant Vihar, New Delhi 110085.

Your director s take pleasure in presenting their Fourteenth Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended 31st March, 2025 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of the financial performance for the financial year ended March 31, 2025 and the previous financialyear ended March 31, 2024 is given below: (Rs. in lakhs)

2. REVIEW OF OPERATIONS

The Total Income of the Company stood at Rs. 1832.46 lakhs for the year ended March 31, 2025 as against Rs. 608.41 lakhs in the previous year. The Company made a net profit (after tax) of Rs 13.19 lakhs for the year ended March 31, 2025 as compared to the Rs 4.76 lakhs in the previous year.

The Consolidated Total Income of the Company stood at Rs. 1832.63 lakhs for the year ended March 31, 2025 as against Rs 2109.33 lakhs in the previous year. Consolidated net profit (after tax) of Rs 6.11 lakhs for the year ended March 31, 2025 as compared to the Rs 3.58 lakhs in the previous year.

3. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part ofAnnual Report.

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The Board has decided not to transfer any amount to the Reserves for the year under review.

5. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration of growth of the company and to conserve resources, the Directors do not recommend any dividend for year ended March 31, 2025

6. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION ANDPROTECTION FUND

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends that are not encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor Education and Protection Fund (IEPF). In FY 2024-25, there was no amount due for transfer to IEPF

7. SHARE CAPITAL

The authorized share capital of the company is Rs. 12,00,00,000/- divided into 1,20,00,000 equity shares of Rs. 10/- The Paid-up capital of the Company is Rs. 2,10,00,000/- divided into 21,00,000 Equity shares of Rs. 10/- Company has appointed M/s Bigshare Services Private Limited as the Registrar and Transfer Agent of the Company.

8. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

The details pertaining to overview of the industry, important changes in the industry, external environment and outlook along with other information as required are given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

9. DISCLOSURES BY DIRECTORS

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimationby directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company. Certificate of Non-Disqualification of Directors received from JNG & Co., Practicing Company Secretary is annexed to the Board s Report as "Annexure III"

The Company has Upender Metaplast Private Limited as its Subsidiary. Further the Company doesn t have any Joint Venture or Associate Company.

There have been no material changes and commitments, which affect the financial position of the Company whichhave occurred between the end of the FY and the date of this Report.

The Annual Return of the Company as on 31^st March, 2025 is available on the website of the Company at www.fabinolife.com.

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the Financial Year and the date of this Report.

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured orientation programme. Presentations are made by Senior Management giving an overview of the operations, to familiarise the new Directors with the Company's business operations. The Directors are given an orientation on the products of the business, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy of the Company.

During the year under review, no new Independent Directors were inducted to the Board.

The Company has a professional Board with Executive Directors & Non-Executive Directors who bring the right mix of knowledge, skills, and expertise and help the Company in implementing the best Corporate Governance practices.

Mr. Arihant Jain (DIN: 08280553), Director of the Company will retire by rotation at the ensuing 14^th Annual General Meeting and being eligible offered him/ themselves for re-appointment as per Section 152 of the Companies Act, 2013.

As of the date of this report, the following changes have occurred in the composition of Directors and Key Managerial Personnel i. Change in Directors

iii. Change in composition of Committees of Board of Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Arihant Jain (DIN: 08280553), Non-Executive Director of the Company, retires by rotation and offers himself for re- appointment.

The brief resume of Mr. Arihant Jain (DIN: 08280553), the nature of his expertise in specific functional areas, names of the companies in which he has held directorships, his shareholding etc. are furnished in the Annexure - A to the notice of the ensuing AGM.

Our Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances, which may affect their status as Independent Director during the year.

The Independent Directors met on 28^th March, 2025, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Company held Six meetings of its Board of Directors during the year on 28^th May,2024, 13^th August, 2024, 22^th August, 2024, 21^st October, 2024, 16^th December, 2024, and 17^thMarch, 2025.

The Audit Committee, as per Section 177 of Companies Act, 2013, continued working under Chairmanship of Mrs. Tesu Alakh. During the year the committee met Five times with full attendance of all the members. The composition of the Audit Committee as at March 31, 2025 along with changes during the year and details of the Members participation at the Meetings of the Committee are as under:

.

The Committee is governed by a Charter, which is in line with the regulatory requirements mandated by the Companies Act, 2013. Some of the important functions performed by the Committee are:

? Oversight of the Company s financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.

14 Annual Report | 2024-25

? Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the Auditor s

Limited Review Report thereon / Audited Annual Financial Statements and Auditors Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the Financial Statements and / or recommendation, if any, made by the Statutory Auditorsin this regard. ? Review the Management Discussion & Analysis of financial and operational performance. ? Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company s accounting principles with reference to the Accounting Standard (AS). ? Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act, 2013, continued working under Chairmanship of Mrs. Tesu Alakh During the year, the committee met three time with full attendance of all the members. The composition of the Nomination and Remuneration Committee as at March 31, 202 and details of the Members participation at the Meetings of the Committee are as under

The terms of reference of the Committee inter alia, include the following:

? Succession planning of the Board of Directors and Senior Management Employees;

? Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laiddown criteria; ? Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Managementpositions; ? Formulate and review from time to time the policy for selection and appointment of Directors, Key ManagerialPersonnel and senior management employees and their remuneration; ? Review the performance of the Board of Directors and Senior Management Employees based on certain criteriaas approved by the Board.

The Company has formulated a Remuneration Policy which is annexed to the Board s Report in -Annexure I".

The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013, continued working under Chairmanship of Mr. Arihant Jain. The Committee is governed by a Charter, which is in line with the regulatory requirements mandated by the Companies Act, 2013. During the year, the committee met one time with full attendance of all the members. The composition of the Stakeholders Relationship Committee as at March 31, 2025 along with changes and details of the Members participation at the Meetings of the Committee are as under:

The terms of reference of the Committee are:

? transfer/transmission of shares/debentures and such other securities as may be issued by the Company fromtime to time; ? issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced ordestroyed, as per the laid down procedure; ? issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates /certificates relating to other securities; ? issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company,subject to such approvals as may be required; ? to grant Employee Stock Options pursuant to approved Employees Stock Option Scheme(s), if any, and toallot shares pursuant to options exercised; ? to issue and allot debentures, bonds and other securities, subject to such approvals as may be required; ? to approve and monitor dematerialization of shares / debentures / other securities and all matters incidentalor related thereto; ? to authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken; ? monitoring expeditious redressal of investors / stakeholders grievances; ? all other matters incidental or related to shares, debenture

During the year, no complaints were received from shareholders. There are no balance complaints. The Company hadno share transfers pending as on March 31, 2024

Ms. Kanchi Gehlot, Company Secretary of the Company is the Compliance Officer.

The Board of Directors carried out an annual evaluation of the Board itself, its Committees and individual Directors. The entire Board carried out performance evaluation of each Independent Director excluding the IndependentDirector being evaluated.

The evaluation was done after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information,Key functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of Individual Directors including the Chairman of the Board and Independent Directors were based on Knowledge to Perform the Role, Time and Level of Participation, Performance of Duties and Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of Non-Independent Directors, Chairman of the Board and the Board as a whole.

The Company does not fall under the criteria laid under the provisions of Section 135 of the Act and rules framed there under. Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company.

The Board has appointed M/s. D G M S & Co., Chartered Accountants as the statutory auditors of the Company for term of five consecutive years, from the conclusion of 11^th Annual General Meeting till the conclusion of the 16^th Annual General Meeting to be held in the year 2026, as approved by shareholders of the Company.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. JNG & Co. LLP, a firm of Company Secretaries in Practice (CP No. 8108) headed by Mr. Jigar Kumar Gandhi, as the Secretarial Auditor of the Company to undertake the Secretarial Audit for the financial year 2024-25.

Further, the Company has reappointed M/s. JNG & Co. LLP, a firm of Company Secretaries in Practice (CP No. 8108), for the financial years 2025-26 and 2026-27, as approved by the Board of Directors at its meeting held on May 29, 2025.

The company does not fall within the provisions of Section 148 of Company s Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore such records are duly maintained.

The Board of Directors has appointed M/s. B B Gusani and Associates, Chartered Accountants, as the Internal Auditors of the Company for the financial year 2024-25. Further, the Board of Directors, at its meeting held on May 29, 2025, approved the reappointment of M/s. B B Gusani and Associates, Chartered Accountants, as the Internal Auditors for the financial years 2025-26 and 2026-27.

The Auditor s Report and Secretarial Auditor s Report does not contain any qualification, reservations or adverseremarks. Report of the Secretarial Auditor is given as an Annexure which forms part of this report.

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at https://www.fabinolife.com/

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/s. B B Gusani and Associates, Chartered Accountants, as an Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out on half yearly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company s internal financial controls were adequate and effective during the financial year 2024-25.

Your Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. Your Company also takes all efforts to train its employees from time to time to handle and minimize these risks.

Fabino Enterprises Limited is listed on the SME Platform of the BSE Limited. It has paid the Annual Listing Feesfor the year 2025-26to BSE Limited.

The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of theBoard of Directors and General Meetings respectively.

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 is given below.

a) The median remuneration of employees of the Company during the financial year was Rs. 1,10,316 b) Percentage increase/(decrease) in the median remuneration of employees in the financial year 2024-25:- (16.43%) c) Number of permanent employees on the rolls of the Company as on March 31, 2025: 9 d) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of theCompany. e) There is no employee covered under the provisions of section 197(14) of the Companies Act, 2013.

There was no employee in the Company who drew remuneration of Rs. 1,00,00,000/ - per annum during the period under review. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.

In terms of provisions of the Companies Act, 2013 the Company has adopted following policies which areavailable on its website https://www.fabinolife.com/

a) The steps taken or impact on conservation of energy The Operations of the Company are notenergy intensive. However, adequate measures have been initiated for conservation of energy. b) The steps taken by the Company for utilizing alternate source of energy Company shall consideron adoption of alternate source of energy as and when necessities. c) The Capital Investment on energy conversation equipment No Capital Investment yet.

ii. Technology absorption a) The efforts made towards technology absorption. Minimum technology required for Business isabsorbed. b) The benefits derived like product improvement, cost reduction, product development or importsubstitution Not Applicable. c) In case of imported technology (imported during the last three years reckoned from the beginningof the financial year) Not Applicable. a. the details of technology imported; b. the year of import; c. whether the technology been fully absorbed; d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

iii. The expenditure incurred on Research and Development Not Applicable.

Particulars of loans given, investments made, guarantees given and securities provided are provided in the nancialstatements.

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm s length basis. Thus, Disclosure in form AOC-2 is not required. Further, during the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. All related party transactions are placed before the Audit Committee and Board for approval. The details of the related party transactions as required under Accounting Standard (AS) are set out in Note to the financial statements forming part of this Annual Report.

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the revised- Code of Conduct for Prevention of Insider Trading (the Insider Trading Code ). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to belisted securities of the Company. During the year, the Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (the Code) in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the Company s website https://www.fabinolife.com/

All transactions entered into with related parties as defined under the Act during the FY were in the ordinary course of business and on an arm s length pricing basis and do not attract the provisions of Section 188 of the Act. There were no materially significant transactions with the related parties during the FY which were in conflict with the interest of the Company

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the goingconcern status and Company s operations in future.

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board ofDirectors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

The Company is committed to maintaining a productive environment for all its employees at various levels in the organization, free of sexual harassment and discrimination based on gender. The Company has framed a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, and the rules made thereunder ("POSH Act"). The policy is available on website on www.fabinolife.com

The Company has also set up Internal Complaints Committee(s) ( ICCs ) for each workplace, which is in compliance with the requirements of the POSH Act, to redress the complaints received regarding sexual harassment, which has formalized a free and fair enquiry process with a clear timeline.

The Internal Committee of the Company has also filed an Annual Return for the calendar year 2024 at its jurisdictional office, as required under Section 21(1) of the POSH Act read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013.

All employees in the organization are being made to attend the POSH awareness sessions, which also cover gender sensitization. No pending complaints to be resolved for the financial year under review.

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

39 .GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025.

Male Employees: 9 Female Employees: 10 Transgender Employees: 0

This disclosure reinforces the Company s efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

Your Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts, it is ensuring that employees are aligned on common objectives and have the right information on business evolution.

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025, which has a feature of recording audit trail (edit log) facility, and the same has operated throughout the year for all relevant transactions recorded in the software.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is applicable for the financial year ended March 31, 2025

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, the company needs to designate a responsible individual for ensuring compliance with statutory obligations.

The company has proposed and appointed a Designated person in a Board meeting, and the same has been reported in the Annual Return of the company.

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the Company is exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company.

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, con rm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the nancial year and of the pro t of the Company for that period.

iii. They 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 anddetecting fraud and other irregularities.

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal nancial controls to be followed by the Company and such internal nancial controls are adequate and operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal nancial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company s internal nancial controls were adequate and effective during the nancial year 2024-25.

There were no transactions with respect to following matters during the year:

1. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016. 2. There was no instance of one-time settlement with any Bank or Financial Institution.

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Company s objectives, projections, estimates and expectations may constitute forward looking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

Your director s would like to express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff and workers of the Company. The Directors express their gratitude towards each one of them.

This Remuneration Policy relating to remuneration for the directors, key managerial personnel and other employees, has been formulated by the Nomination and Remuneration Committee (hereinafter -Committee) and approved by the Board of Directors.

The objectives of this policy are to stipulate criteria for:

? Appointment, reappointment, removal of Directors, KMPs and Senior Management

? Determining qualifications, positive attributes and independence of a director and recommend to the Board ? Retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons andcreate competitive advantage to run the operations of the Company successfully ? Consider and determine the remuneration, based on the fundamental principles of payment for performance,for potential, and for growth

? Ethical standards of integrity and probity, qualification, expertise and experience of the person for appointment ? Age, number of years of service, specialized expertise and period of employment or association with theCompany ? Special achievements and operational efficiency which contributed to growth in business in the relevantfunctional area ? Constructive and active participation in the affairs of the Company ? Exercising the responsibilities in a bonafide manner in the interest of the Company ? Sufficient devotion of time to the assigned tasks ? Diversity of the Board ? Demonstrable leadership qualities and interpersonal communication skills, devote to the role, compliant withthe rules, policies and values of the Company and does not have any conflicts of interest ? Transparent, unbiased and impartial and in accordance with appropriate levels of confidentiality. ? Appointment of Directors and KMPs in compliance with the procedure laid down under the provisions of theCompanies Act, 2013, rules made there under or any other enactment for the time being in force

The Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of meritocracy and creating a linkage to corporate and individual performance, and emphasizing on line expertise and market competitiveness so as to attract the best talent. It also ensures the effective recognition of performance and encourages a focus on achieving superior operational results.

The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate the directors, key managerial personnel and other employees 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 to directors, key managerial personnel and senior management personnel 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.

The remuneration of the Non-Executive Directors shall be based on their contributions and current trends, subject to regulatory limits. Sitting fees is paid for attending each meeting(s) of the Board and Committees thereof. Additionally equal amount of commission may be paid to Non-executive directors on a pro-rata basis, within limits approved by shareholders.

Annexures to Board s Report (Contd). Annexure II Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Jeevan Vihar Extension,

Near Shubham Garden Murthal Road, Sonipat, Haryana -131001

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Fabino Enterprises Limited (Formally Known as Fabino Life Sciences Limited) (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information, management representations provided by the Company, its officers, agents and authorized representatives and based on the draft independent auditors report during the conduct of the Secretarial Audit, the explanations and clarifications given to me and the representations made by the Management, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2025 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:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company as per Annexure I for the financial year ended on March 31, 2025 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 ( SCRA ) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (The Company did not have any Foreign Direct Investment during the financial year) (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992

( SEBI Act ) :- 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, 2015; c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time; (Not applicable to the Company during the Audit Period) d. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,

2014; (Not applicable to the Company during the Audit Period) e. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase

Scheme) Guidelines, 1999; (Not applicable to the Company during the Audit Period) f. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the Audit Period) g. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,

1993; h. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the Audit Period) i. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the Company during the Audit Period) j. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015; (SEBI LODR) and k. The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

I 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 SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015;

Based on the information provided and the representation made by the Company and also on the review of the compliance reports of Company Secretary / Chief Financial Officer taken on record by the Board of Directors of the Company, in my opinion, adequate systems and processes exist in the Company to monitor and ensure compliance with provisions of applicable general laws.

The compliance by the Company of applicable financial laws like direct and indirect tax laws and maintenance of financial records and books of accounts has not been reviewed in this Audit since the same have been subject to review by statutory financial audit and other designated professionals.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, mentioned hereinabove and there is adequate compliance management system for the purpose of other laws. I have relied on the representations made by the Company and its officers for systems and mechanisms formed by the Company for compliances under other laws and regulations applicable to the Company.

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors as on 31^st March, 2025. 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 and for meaningful participation at the meeting.

Majority decisions of the Board and committee meetings are carried out unanimously as recorded in the minutes of the meeting of the board of directors or committees thereof as the case may be. There were no dissenting views of any member of the Board or committees thereof during the period under review.

I 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.

The members may note that during the audit period, the following specific events / actions having major bearing on the

Company s affairs had taken place:

1. The Company had taken approval for the name change of the company via special resolution passed by the shareholders of the company through postal ballot dated March 30, 2024. The Company received Certificate of Incorporation pursuant to change of name on June 18, 2024

2. The Company appointed Mr. Jitendra Kumar (DIN: 10057415) as Additional Executive Director by the Board of Director w.e.f. August 22, 2024 and subsequently he was regularised at Annual General Meeting on September 16, 2024 via Special Resolution.

3. Mr. Satender Kumar Jain (DIN: 02734794) tendered his resignation as Executive Director w.e.f. August 22, 2024.

4. Mr. Gagan Gupta (DIN: 05150380) tendered his resignation as Non-Executive Independent Director w.e.f. August 22, 2024.

5. The Company appointed Mr. Aditya Mahavir Jain (DIN 09353344) as Managing Director w.e.f. December 26, 2023 at Annual General Meeting on September 16, 2024 via Special Resolution.

6. Mr. Jitendra Kumar (DIN: 10057415) tendered his resignation as Executive Director w.e.f. March 17, 2025

7. The Company appointed Mr. Nitin Mehra (DIN: 08142337) as Additional Executive Director by the Board of Director w.e.f. March 17, 2025

List of documents verified

1. Memorandum & Articles of Association of the Company.

2. Minutes of the meetings of the Board of Directors and various committees comprising of Audit Committee, Nomination & Remuneration Committee etc. held during the period under report.

3. Minutes of General Body Meetings held during the period under report.

4. Statutory Registers/Records under the Companies Act and rules made there under

5. Agenda papers submitted to all the directors/members for the Board Meetings and Committee Meetings.

6. Declarations received from the Directors of the Company pursuant to the provisions of Section 184 of the Companies Act, 2013.

7. E-Forms filed by the Company, from time-to-time, under applicable provisions of the Companies Act, 2013 and attachments thereof during the period under report, with or without additional fees, if any.

8. Intimations received from directors under the prohibition of Insider Trading and SEBI Takeover Code

9. Various policies framed by the company from time to time as required under the statutes applicable to the company.

10. Processes and procedure followed for Compliance Management System for applicable laws to the Company

11. Communications/Letters issued to and acknowledgements received from the Independent directors for their appointment

12. Various policies framed by the company from time to time as required under the Companies Act as well as listing agreement/SEBI LODR Regulations.

Jeevan Vihar Extension,

Near Shubham Garden Murthal Road, Sonipat, Haryana -131001

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of

Fabino Enterprises Limited (Formally Known as Fabino Life Sciences Limited) having CIN:

L24100HR2011PLC114093 hereinafter referred to as the "Company") produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34 (3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on March 31, 2025 have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

Mr. Nitin Mehra (DIN: 08142337) was appointed as Additional Executive Director by the Board of Director w.e.f. March 17, 2025

Ensuring the eligibility of / for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.