Fonebox Retail Ltd Directors Report

To the Members,

The Board of Directors of your Company, Fonebox Retail Limited ("Company"), are pleased to present the 6th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31, 2026, in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

1. FINANCIAL HIGHLIGHTS OF THE COMPANY FOR THE FINANCIAL YEAR 2025-26:

During the year under review, the Company has achieved its best financial performance in terms of revenue as well as net profits since its incorporation. The financial performance of the Company for the financial year ended 31st March, 2026 is summarized as below:

(Rs. in Lakh)

Total Revenue from Operations	53,507.77	34,273.26
Other Income	-	1.17
Total Income	53,507.77	34,274.43
Profit (Loss) before Depreciation and Tax (PBDT)	1026.82	711.66
Less: Depreciation and Amortisation	80.35	81.51
Less: Extraordinary/Exceptional Items	-	-
Profit / (Loss) Before Tax (PBT)	946.47	630.15
Less: Tax Expenses
- Current Tax	271.95	180.31
- Deferred Tax	(5.53)	(4.77)
- MAT Credit Entitlement	-	-
Profit / (Loss) After Tax, Extra-Ordinary & Exceptional Items	680.05	454.61
- Basic	6.63	4.43
- Diluted Earnings Per Share (EPS in ^)	6.63	4.43

2. REVIEW OF BUSINESS OPERATIONS AND COMPANY AFFAIRS:

During the year under review, the Companys total income increased to ^53,507.77 Lakh from ^34,274.43 Lakh in the previous year, representing growth of approximately 56%. Profit Before Tax increased to ^946.47 Lakh from ^630.15 Lakh, while Profit After Tax increased to ^680.05 Lakh from ^454.61 Lakh, representing year-on-year growth of approximately 50%.

The Management remains optimistic about the Companys future prospects. To further enhance shareholder value and sustain the growth momentum, the Company has focused on strengthening its operational performance through effective cost management and enhanced domestic marketing initiatives. The Board is confident that these strategic initiatives will significantly contribute to the long- term success and financial stability of the Company

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There are no material changes in the nature of business during the year under review.

4. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, affecting the financial position of the Company which occurred between the end of financial year to which the financial statements related and the date of this Boards Report except as mentioned below;

Subsequent to the financial year ended March 31, 2026, and prior to the approval of the Boards Report for FY 2025-26 by the Board of Directors at its meeting held on August 19, 2026, the Company entered into a definitive Share Subscription and Purchase Agreement ("SSPA") dated May 22, 2026, for the acquisition of 100% equity shareholding in NWOM Retailers Private Limited. The total consideration for the acquisition is ^25.74 crore, proposed to be discharged through the allotment of equity shares of the Company on a preferential basis to the existing equity shareholder(s) of NWOM Retailers Private Limited.

The preliminary operational and structural closing conditions contemplated under the SSPA were addressed at the Board Meeting held on May 22, 2026. However, completion of the transaction remains subject to fulfilment of the applicable closing conditions and receipt of the requisite corporate and regulatory approvals.

In connection with the aforesaid acquisition, the shareholders of the Company, at their meeting held on June 20, 2026, approved an increase in the Authorised Share Capital by 30,00,000 fully paid equity shares of face value of Rs. 10/- each of the Company to facilitate the proposed preferential allotment of equity shares to the shareholder(s) of NWOM Retailers Private Limited.

5. FIXED DEPOSITS:

The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Companies Act,

2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Accordingly, there were no deposits which were not in compliance with the requirements of Chapter V of the Companies Act, 2013.

6. SHARE CAPITAL:

AUTHORISED SHARE CAPITAL

The Authorised Equity Share capital of the Company as on 31st March, 2026 is Rs. 10,50,00,000/- [Rupees Ten Crore Fifty Lakh Only] consisting of 1,05,00,000 Equity Shares of Rs. 10.00 each.

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

The issued, subscribed and paid-up equity shares capital of the Company as on 31st March, 2026 is Rs. 10,26,00,000/- [Rupees Ten Crore Twenty-Six Lakh Only] consisting of 1,02,60,000 Equity Shares of Rs. 10.00 each.

During the year under review, the Company has neither issued shares with differential voting rights nor has granted any stock options or sweat equity. The Company has no scheme or provision of money for purchase of its own shares. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

As on 31st March, 2026, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

7. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company for the financial year ended 31st March, 2026, is available on the Companys website and can be downloaded from the weblink https://www.fonebook.in/annual-reports/.

8. CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 15(2)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the corporate governance provisions specified in Regulations 17 to 27 and paragraphs C, D and E of Schedule V are not applicable to the Company since its specified securities are listed on the SME Emerge Platform of the National Stock Exchange of India Limited. Accordingly, a separate Corporate Governance Report under Schedule V(C) is not required.

9. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Annual Secretarial Compliance Report contemplated under Regulation 24A of the SEBI Listing Regulations is not applicable to the Company by virtue of the exemption available to entities listed on the SME Exchange under Regulation 15(2)(b) of the SEBI Listing Regulations.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

COMPOSITION OF THE BOARD

The Company, being an SME-listed entity, had a duly constituted Board of Directors during the year under review. As on March 31, 2026, the Board comprised 6 (Six) Directors, consisting of 3 (Three) Executive Directors (Promoters), including the Chairman, and 3 (Three) Non-Executive Independent Directors (Non- Promoters), including 1 (One) Woman Independent Director. None of the Directors was disqualified from being appointed as a director in terms of Section 164 of the Companies Act, 2013. The Independent Directors constituted one-half of the total strength of the Board as on March 31, 2026.

The following is the Board Composition as on 31st March, 2026:

Name of Director	Designation	Appointed W.E.F.	Resignation/ Cessation
Manishbhai Girishbhai Patel (DIN:01436792)	Chairman & Director	03/02/2021	-
Amitkumar Gopalbhai Patel (DIN:08472609)	Managing Director	03/02/2021	-
Parth Lallubhai Desai (DIN:01452248)	Director & CFO	24/03/2023	-
Jaykumar Deepakbhai Khatnani (DIN: 08659187)	Independent Director	19/06/2023	-
Bhavisha Kunal Chauhan (DIN:10092854)	Independent Director	19/06/2023	-
Aayush Kamleshbhai Shah (DIN: 10149440)	Independent Director	19/06/2023	-
Sumitkumar Hareshbhai Patel (DIN:10105361)	Independent Director	19/06/2023	04/07/2025

CHANGES IN DIRECTORS DURING THE FINANCIAL YEAR 2025-26:

DIN	Name of Director	Date of Change	Changes during the Year
10105361	Sumitkumar Hareshbhai Patel	04/07/2025	Resigned as Independent Director

The Board places on record its appreciation for the leadership, guidance and valuable contribution made by Mr. Sumitkumar Hareshbhai Patel during his tenure as an Independent Director. His contribution towards corporate governance and the Companys strategic development is gratefully acknowledged.

CHANGES IN THE BOARD AFTER THE CLOSE OF THE FINANCIAL YEAR AND UP TO THE DATE OF THIS REPORT

Subsequent to March 31, 2026 and up to the date of this Report, Mr. Pankaj Kailasnath Vasudeva and Mr. Dhrumil Pradipbhai Shah were appointed as Directors of the Company with effect from May 22, 2026. Further, both the Directors were regularized at the Extra-Ordinary General Meeting ("EOGM") of the Company held on June 20, 2026. Accordingly, as on the date of this Report, the Board of Directors of the Company comprises 8 (Eight) Directors

RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, Mr. Manishbhai Girishbhai Patel (DIN: 01436792), Chairman & Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, offers himself for re-appointment. The resolution seeking shareholders approval for re-appointment forms part of the Notice.

KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of the Company as on 31st March, 2026:

Sr. No.	Name	Designation
1.	Manishbhai Girishbhai Patel	Chairman & Director
2.	Amitkumar Gopalbhai Patel	Managing Director
3.	Parth Lallubhai Desai	Chief Financial Officer
4.	Krusha Harshadbhai Chhatbar	Company Secretary & Compliance Officer

CHANGE IN KEY MANAGERIAL PERSONNEL DURING THE FINANCIAL YEAR 2025-26

During the year under review, the following changes took place in the Key Managerial Personnel of the Company:

Name	Date of Change	Changes during the Year
Charmi Vansh Shah	31/05/2025	Resigned as Company Secretary & Compliance Officer
Krusha Harshadbhai Chhatbar	01/06/2025	Appointed as Company Secretary & Compliance Officer

11. DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors pursuant to Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act and the applicable rules. In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise and experience, including proficiency, where applicable, to effectively discharge their duties.

12. PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS:

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee of the Company to formulate a process for evaluating the performance of Directors, Committees of the Board and the Board as a whole.

Pursuant to Section 134(3)(p), Section 178(2) and other applicable provisions of the Companies Act, 2013, read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Schedule IV to the Act, the Company has carried out a formal annual evaluation of the performance of the Board, its Committees and individual Directors.

The evaluation was carried out on the basis of, inter alia, attendance, participation and contribution at meetings, experience and expertise, discharge of duties and responsibilities, strategic guidance, governance standards and other criteria recommended by the Nomination and Remuneration Committee. The performance of Independent Directors was evaluated without the participation of the Director being evaluated. The Board expressed its satisfaction with the evaluation process and its outcome.

13. BOARD MEETINGS:

During the year under review, 10 (Ten) meetings of the Board of Directors were held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Secretarial Standard on Meetings of the Board of Directors (SS-1). The requisite quorum was present at all meetings. Proper notices and agenda papers were circulated, and the proceedings were duly recorded in the Minutes Book.

Total Number of Board Meeting held during the year 2025-26 are as under:

Sr. No.	Date of Meeting	Total No. of directors as on the date of the Meeting	No. of directors attended the meeting
1.	17-04-2025	7	7
2.	21-05-2025	7	7
3.	10-06-2025	7	7
4.	11-08-2025	6	6
5.	23-08-2025	6	6
6.	03-10-2025	6	6
7.	14-11-2025	6	6
8.	27-01-2026	6	6
9.	21-02-2026	6	6
10.	13-03-2026	6	6

The attendance of each director in the respective Board Meetings is as follows:

Sr. No.	Name of Director	Entitled to attend no. of Meetings Held	No. of Meetings Attended 1
1.	Manishbhai Girishbhai Patel	10	10
2.	Amitkumar Gopalbhai Patel	10	10
3.	Parth Lallubhai Desai	10	10
4.	Jaykumar Deepakbhai Khatnani	10	10
5.	Bhavisha Kunal Chauhan	10	10
6.	Aayush Kamleshbhai Shah	10	10
7.	Sumitkumar Hareshbhai Patel	3	3

14. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 financial year ended on that date;

(c) the Directors had 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 Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls were adequate and operating effectively; and

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

15. COMMITTEES OF THE BOARD:

The Board Committees are formed with the approval of Board of Directors of the Company ("Board") for dealing with specific areas and activities. These Committees have their respective Charters and play an important role in the overall management and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform their duties entrusted by the Board.

The Board of Directors of the Company has constituted the following Committees:

A. Audit Committee

B. Nomination and Remuneration Committee

C. Stakeholders Relationship Committee

A. AUDIT COMMITTEE

Pursuant to Section 177 of the Companies Act, 2013 and the applicable rules made thereunder, the Board has constituted the Audit Committee of the Company.

The composition of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013 and the applicable rules made thereunder.

As on March 31, 2026, the Audit Committee comprised 3 (Three) Non-Executive Independent Directors and 1 (One) Executive Director. The members possess appropriate knowledge and experience in finance, accounts, business and governance matters. The Company Secretary acts as Secretary to the Committee.

Meetings of Audit Committee:

During the financial year ended as on 31st March, 2026, total 6 (Six) meetings of members of the Audit Committee were held i.e. on 21st May, 2025, 11th August, 2025, 23rd August, 2025, 14th November, 2025, 27th February, 2026 and 13th March, 2026. The maximum gap between two meetings was not more than 120 days. The composition of Audit Committee as on 31st March, 2026 and the details of Members attendance at the meetings of the Committee are as under:

Name	Designation	No. of Meetings Attended 1
Mr. Aayush Kamleshbhai Shah	Independent Director (Chairperson)	6
Ms. Bhavisha Kunal Chauhan	Independent Director (Member)	6
Mr. Jaykumar Deepakbhai Khatnani	Independent Director (Member)	6
Mr. Parth Lallubhai Desai	Executive Director & CFO(Member)	5

During the year under review, all recommendations made by the Audit Committee to the Board were accepted by the Board.

The terms of reference of the Audit Committee are broadly as follows:

i. The recommendation for the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor, their remuneration and fixation of terms of appointment of the Auditors of the Company;

ii. Review and monitor the auditors independence and performance, and effectiveness of audit process;

iii. Examination of financial statement and auditors report thereon including interim financial result before submission to the Board of Directors for approval with particular reference to;

a. matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

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

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

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

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

f. Disclosure of any related party transactions;

g. Qualifications in the draft audit report.

iv. Approval or any subsequent modification of transactions of the Company with related party;

Provided that the Audit Committee may make omnibus approval for related party transactions proposed to be entered in to by the Company subject to such conditions provided under the Companies Act 2013 or any subsequent modification(s) or amendment (s) thereof; Provided further that in case of Transaction, other than transactions referred to in section 188 of Companies Act 2013 or any subsequent modification(s) or amendment(s) thereof, and where Audit Committee does not approve the transaction, it shall make its recommendations to the Board:

Provided also that in case any transaction involving any amount not exceeding one crore rupees is entered into by a director or officer of the company without obtaining the approval of the Audit Committee and it is not ratified by the Audit Committee within three months from the date of the transaction, such Transaction shall be voidable at the option of the Audit Committee.

v. Reviewing, with the management, and monitoring the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

vi. Scrutiny of Inter-corporate loans and investments;

vii. consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders;

viii. Reviewing and discussing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

ix. To review the functioning of the Whistle Blower mechanism, in case the same is existing;

x. Valuation of undertakings or assets of the company, where ever it is necessary;

xi. Evaluation of internal financial controls and risk management systems and reviewing with the management, performance of statutory & internal auditors, and adequacy of the internal control systems;

xii. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit and discussion with internal auditors of any significant findings and follow up there on;

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

xiv. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

xv. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

xvi. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate; and

xvii. Carrying out any other function as assigned by the Board of Directors & other matters as may be required by any statutory, contractual or other regulatory requirements to be attended to by such committee from time to time.

B. NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013 and the applicable rules made thereunder, the Board constituted the Nomination and Remuneration Committee on July 13, 2023 and reconstituted the Committee on August 11, 2025.

As on 31st March, 2026 the Committee comprises of 3 Non-Executive Independent Directors.

Nomination and Remuneration Policy:

In accordance with Section 178 of the Companies Act, 2013, the Board has adopted a Nomination and Remuneration Policy on the recommendation of the Nomination and Remuneration Committee. The Policy, inter alia, sets out criteria for appointment and removal of Directors, Key Managerial Personnel and Senior Management Personnel, criteria for determining qualifications, positive attributes and independence of Directors, and principles relating to remuneration. There was no material change in the Policy during the year under review. The Policy is available at https://www.fonebook.in/policies/.

Meeting of Nomination and Remuneration Committee:

During the financial year ended 31st March, 2026, the Nomination and Remuneration committee met two (2) times on 21st May, 2025 and 3rd October, 2025. The composition of Nomination and Remuneration Committee as on 31st March, 2026 and the details of Members attendance at the meetings of the Committee are as under:

Name	Designation	No. of Meetings Attended
Mr. Jaykumar Deepakbhai Khatnani	Independent Director (Chairperson)	2
Mr. Aayush Kamleshbhai Shah	Independent Director (Member)	2
Ms. Bhavisha Kunal Chauhan	Independent Director (Member)	2

The role of Nomination and Remuneration Committee, inter alia, includes:

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

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

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

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

c) Consider the time commitments of the candidates.

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

iv. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance Benchmarks; and

v. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal and shall carry out evaluation of every director s performance;

vi. Recommend to the board, all remuneration, in whatever form, payable to senior management;

vii. Such other matters as may be required by any statutory, contractual or other regulatory requirements to be attended to by such committee from time to time.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to Section 178(5) of the Companies Act, 2013 and the applicable rules, the Board has constituted the Stakeholders Relationship Committee. The Committee was originally constituted on July 13, 2023 and was reconstituted on July 19, 2024 and During FY 2025-26, the Committee was further reconstituted on August 11, 2026, following the resignation of Mr. Sumitkumar Hareshbhai Patel from the office of Independent Director of the Company.

As on 31st March, 2026, the Committee comprised of 2 Non-Executive Independent Directors and 1 Executive Director.

Meetings of Committee:

During the financial year ended 31st March, 2026, the Stakeholders Relationship Committee met one (1) time on 21st February, 2026. The composition of Stakeholders Relationship Committee as on 31st March, 2026 and the details of Members attendance at the meetings of the Committee are as under:

Name	Designation	No. of Meetings Attended 1
Ms. Bhavisha Kunal Chauhan	Independent Director (Chairperson)	1
Mr. Jaykumar Deepakbhai Khatnani	Independent Director (Member)	1
Mr. Amitkumar Gopalbhai Patel	Managing Director (Member)	1

The Terms of Reference of the Stakeholders Relationship Committee are broadly as follows:

i. Resolving the grievances of the security holders of the company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.;

ii. Review of measures taken for effective exercise of voting rights by shareholders;

iii. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent;

iv. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company;

v. Such other matters as may be required by any statutory, contractual or other regulatory requirements to be attended to by such committee from time to time.

Redressal of Investor Grievances:

The Company and its Registrar and Share Transfer Agent address shareholder complaints and grievances expeditiously and respond within the prescribed or reasonable timelines. The Company also considers and implements appropriate investor suggestions, wherever feasible.

16. PARTICULARS OF EMPLOYEES PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The information 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 forms an integral part of this Report and is annexed as Annexure-A.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request.

In terms of Section 136 of the Companies Act, 2013, the Report and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by members at the registered office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy of the same, such member may write to the Company Secretary in this regard.

17. PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS:

During the year under review, the Company has neither granted any loans nor given any guarantees nor provided any securities nor made any investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014.

18. TRANSFER TO RESERVES:

During the year under review, the company has not transferred any amount to any reserves.

19. DIVIDEND:

With a view to conserve the resources for future prospect and growth of the Company, the Board of Directors of the Company have not recommended any dividend on equity shares for the financial year ended 31st March, 2026.

20. LISTING FEES:

The Companys equity shares are listed on SME Emerge Platform of National Stock Exchange of India Limited ("NSE"). The Company has paid the annual listing fees for the financial year 2025-26 to NSE within the prescribed time.

21. INDEPENDENT DIRECTORS MEETING:

Pursuant to Schedule IV to the Companies Act, 2013 and the applicable rules made thereunder, the Independent Directors of the Company are required to hold at least one separate meeting in a financial year without the attendance of Non-Independent Directors and members of management. At such meeting, the Independent Directors review the performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairperson and assess the quality, quantity and timeliness of flow of information between the management and the Board.

During the year under review, meeting of the Independent Directors of the Company was held on 21st February, 2026. All the Independent Directors were present at the said meeting.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGOING:

A. Conservation of Energy

Considering the nature of the business activities of the Company, which is primarily engaged in the retail sale of smart phones, mobile accessories and consumer durable electronic products through its retail and franchise network, the operations of the Company are not energy intensive. Nevertheless, the Company continues to take appropriate measures for optimum utilisation and conservation of energy in its day-to- day operations and endeavours to minimise energy consumption wherever practicable.

The Company continuously encourages efficient utilisation of electricity and other energy resources at its offices and retail outlets. Considering the nature and scale of its operations, no material capital expenditure was incurred specifically on energy conservation equipment during the year under review.

B. Technology Absorption

The Company is engaged in the retail and distribution business and does not undertake any manufacturing or processing activity requiring absorption of manufacturing technology. Accordingly, the particulars relating to technology absorption, imported technology and expenditure on Research and Development are not applicable to the Company.

The Company, however, continues to adopt and utilise appropriate information technology and digital solutions in its business operations with a view to improving operational efficiency, inventory management, customer service and overall business processes.

C. Foreign Exchange Earnings and Outgo

During the financial year ended March 31, 2026, there were no foreign exchange earnings or foreign exchange outgo of the Company.

Particulars Amount (^)

Foreign Exchange Earnings Nil Foreign Exchange Outgo Nil

23. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any Subsidiary / Joint Venture or Associate Company during the financial year.

24. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has in place adequate internal control system commensurate with the size of its operations to ensure the systematic and efficient conduct of its business, including adherence to Companys policies and procedures, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The internal control systems, comprising policies and procedures, are designed to ensure sound management of the Companys operations, safeguarding of its assets, optimal utilisation of resources, reliability of financial information and compliance with applicable laws and regulations.

25. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (the Act) and Rules made thereunder, the Company has a policy and framework for employees (all female employees on the rolls of the Company including those on deputation, contract, temporary, part time or working as consultants are covered under this Policy) to report sexual harassment cases at workplace.

The Company has complied with the applicable provisions relating to constitution of the Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaint alleging sexual harassment was received by the Company. The Policy is available on the Companys website at https://www.fonebook.in/policies/.

Pursuant to the said Act, the details regarding the number of complaints received, disposed and pending during the FY 2025-26, pertaining to incidents under the above framework/ law are as follows:

Particulars	Numbers 1
Number of complaints received during the financial year	NIL
Number of complaints disposed off during the financial year	NIL
Number of complaints those remaining unresolved at the end of the financial year	NIL

26. MATERNITY BENEFIT:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 during the year under review.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

In accordance with Section 135 of the Act and Rules made thereunder, the Board of Directors of the Company has formulated the Corporate Social Responsibility Policy ("CSR Policy") indicating the CSR activities to be undertaken by the Company, which has been approved by the Board. The CSR policy is available on the Companys Website at https://www.fonebook.in/policies/

During FY 2025-26, the Company spent ^8.95 Lakh on CSR activities against the CSR obligation of ^8.84 Lakh. The Annual Report on CSR Activities for FY 2025-26, prepared pursuant to Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is enclosed as Annexure-B to this Report.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions entered into by the Company during the financial year were in the ordinary course of business and on an arms length basis. The requisite approvals of the Audit Committee and the Board were obtained, wherever applicable.

Related Party Transactions are disclosed in Note No. 29 to the Financial Statements in accordance with the applicable accounting standard on related party disclosures. Regulation 23 of the SEBI Listing Regulations is applicable to the Company with effect from April 1, 2025 pursuant to the proviso to Regulation 15(2)(b), since the paid-up equity share capital of the Company exceeds ^10 crore. The disclosures in Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed as Annexure-C.

29. VIGIL MECHANISM:

The Company has established a Vigil Mechanism incorporating a Whistle Blower Policy in compliance with Section 177(9) and Section 177(10) of the Companies Act, 2013 and the applicable rules made thereunder.

This Policy has been formulated with a view to provide a mechanism/channel for employees, directors, senior management personnel and other stakeholders of the Company to raise concerns of suspected frauds, any violations of legal/regulatory requirements or Code of Conduct, incorrect or misrepresentation of any financial statements and reports or any instance(s) of leakage/suspected leakage of UPSI etc.

This mechanism also provides for adequate safeguards against victimization of employees, directors, senior management personnel and other stakeholders who avail this mechanism and also provide for direct access to the chairperson of the audit committee of the Company in appropriate or exceptional cases.

The Whistle Blower Policy is available on the Companys website at https://www.fonebook.in/policies/. During the year under review, no complaint was received under the Vigil Mechanism.

30. RISK MANAGEMENT POLICY:

The Company has a Risk Management Policy and Procedures for identification, assessment, management, minimization & monitoring of risks and also laid down the procedure to inform the Board members about the risk assessment and minimization procedures. It has identified various potential risks including but not limited to business dynamics, operations, liquidity, market/industry, human resource etc. The Company is periodically reviewing the risks and their identification, assessment, monitoring and mitigation procedures.

The main objective of this Policy is to achieve sustainable business growth with stability and to promote a proactive approach in identifying, reporting, evaluating and resolving the risks associated with the Companys business which, in the opinion of the Board, may threaten the growth, stability and existence of the Company.

The Risk Management Policy may be accessed on the Companys website i.e. www.fonebook.in.

31. AUDITORS:

A. Statutory Auditor

At the 5th AGM of the Company held on 25th September, 2025 pursuant to the provisions of the Act and the Rules made thereunder M/S. R K Kotadiya & Co LLP ("the Firm") FRN: 136884W/W100931 Chartered Accountants, were re-appointed as Statutory Auditor of the Company for a second term of five (5) consecutive years i.e. from the conclusion of the 5th AGM till the conclusion of the 10th AGM to be held in the year 2030.

The Statutory Auditor has confirmed that they are not disqualified to continue as Statutory Auditor and are eligible to hold office as Statutory Auditor of your Company. A representative of the Statutory Auditor of your Company attended the previous AGM of your Company held on 25th September, 2025.

B. Cost Auditor

The Company is not required to maintain Cost Records as specified under Section 148(1) of the Companies Act, 2013 and therefore, the appointment of Cost Auditor for undertaking audit of cost records of the Company is not applicable.

C. Secretarial Auditor

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 G K Kotecha & Associates, Practicing Company Secretaries (FCS12216) (COP NO.19653), at the 5th AGM of the Company held on 25th September, 2025 to conduct secretarial audit of the Company for five consecutive years commencing from F.Y.2025-26 till F.Y. 2029-30.

The Secretarial Audit Report in Form No. MR-3 for the financial year ended March 31, 2026 forms an integral part of this Report and is annexed as Annexure-D.

The Secretarial Audit Report contains observations relating to delay of in 14 days in submission of the Annual Report to the National Stock Exchange of India Limited under Regulation 34 of the SEBI Listing Regulations.

Explanation on Secretarial Auditors Qualification / Observation:

With respect to the observation made by the Secretarial Auditor regarding the 15-day delay in submitting the Annual Report to the Stock Exchange pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015:

The Board clarifies that the submission was inadvertently skipped due to an administrative oversight. The Company subsequently completed the submission on 14th November, 2025 and paid the regulatory penalty of ^30,000 (plus applicable taxes) levied by the Stock Exchange. The delay was entirely unintentional, and the Board confirms that necessary corrective measures and stricter internal monitoring mechanisms have been instituted to ensure strict, timely compliance in all future filings.

D. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board of Directors of the Company has appointed M/s. Tatosaniya & Co LLP, Chartered Accountants (Firm Registration No. 139322W/W101039), Chartered Accountants as the Internal Auditors of the Company for the financial year ended 31st March, 2026.

32. AUDITORS REPORTS AND BOARDS COMMENTS ON QUALIFICATIONS / OBSERVATIONS:

The Statutory Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer requiring comments by the Board. The notes to the Financial Statements referred to in the Statutory Auditors Report are self-explanatory.

33. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, there were no instances of fraud reported by the statutory auditors and secretarial auditor under Section 143(12) of the Act to the Audit Committee or the Board of Directors.

34. COMPLIANCE WITH SECRETARIAL STANDARDS:

During fiscal 2026, the Company has complied with the applicable Secretarial Standards issued by the Institute of the Company Secretaries of India in terms of the Act and approved by the Central Government.

35. DEMATERIALISATION OF EQUITY SHARES:

As on 31st March, 2026, all the equity shares of the Company are in dematerialized form with either of the Depositories viz. NSDL and CDSL. The ISIN allotted to the Company is INE0Q4701019.

All equity shareholders of the Company have dematerialized their equity shares, and no shares are held in physical form.

36. APPOINTMENT OF RTA:

M/s. KFin Technologies Limited CIN: L72400TG2017PLC117649 is the Registrar and Share Transfer Agent (RTA) of the Company.

37. INDUSTRIAL RELATION:

Industrial relations remained cordial throughout the year. The Board wishes to place on record their wholehearted appreciation for co-operation tendered by all the employees in this direction.

38. AFFIRMATION AND DISCLOSURE:

As a measure of good corporate governance, all members of the Board and Senior Management Personnel have affirmed compliance with the Companys Code of Conduct for the financial year ended March 31, 2026. A declaration to that effect, signed by the Chairman and the Managing Director, forms part of this Report as Annexure-E. The disclosure is being made voluntarily, since paragraph D of Schedule V and Regulation 26 are not mandatorily applicable to the Company by virtue of Regulation 15(2)(b) of the SEBI Listing Regulations.

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, as required under Regulation 34(2)(e) read with Part B of Schedule V of the SEBI Listing Regulations, is provided in a separate section and forms an integral part of this Report as Annexure-F.

40. CERTIFICATE FROM CFO & MD:

As a voluntary good-governance measure, the Company has obtained a certification from the Chief Financial Officer and Managing director in relation to the financial statements and internal financial controls, which is annexed as Annexure-G. Regulation 17(8) is not mandatorily applicable to the Company by virtue of Regulation 15(2)(b) of the SEBI Listing Regulations.

41. OTHER STATUTORY DISCLOSURE:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. There was no revision of financial statements during the financial year under review.

2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

3. None of the equity shares of the Directors of the Company are pledged with any banks or financial institutions.

4. As there is no unclaimed and unpaid dividend or any other amount which needs to transfer to Investor Education and Protection Fund (IEPF) during the year under review, hence provisions of Section 125(2) of the Act is not applicable to the Company.

5. There is no application made or proceedings pending against the Company under the insolvency and Bankruptcy Code, 2016 during the year under review.

6. There are no such instances during the year where the difference noted between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions.

42. ACKNOWLEDGEMENT & APPRECIATION:

Your directors express their deep sense of gratitude to the Banks, Financial Institutions, Central and State Governments, Statutory and other Regulatory Authorities for their continued guidance, assistance and co- operation.

The Board also places on record its sincere appreciation to its Management, Directors, Employees, its valued customers, Business Associates, vendors, service providers, its shareholders, investors for their persistent faith, unstinted commitment, co-operation, and support and look forward to their continued support in all our future endeavors to pursue excellence and grow year after year.

	By order of Board of Directors,
	FOR FONEBOX RETAIL LIMITED
	Manishbhai G. Patel	Amitkumar G. Patel
Date: 19/08/2026	Chairman & Director	Managing Director
Place: Ahmedabad	[DIN:01436792]	[DIN: 08472609]