Mobilise App Lab Ltd Directors Report

To,
The Members,
Mobilise App Lab Limited
(Formerly Known as Mobilise App Lab Private Limited)

Your Directors are pleased to present the 3rd Annual Report on the business and operations of Mobilise App Lab Limited ("MOBILISE"/ the "Company"), together with the Audited Financial Statements for the Financial Year ended March 31, 2026, and other accompanying reports, notes, and certificates.

COMPANY OVERVIEW

Mobilise App Lab Limited is an Indian Software-as-a-Service ("SaaS") and enterprise IT solutions provider offering integrated digital platforms designed to streamline and manage critical business and institutional operations. The business was established in 2013 as Mobilise App Lab LLP, subsequently converted into a private limited company in July 2023, and thereafter into a public limited company in April 2025.

Over the years, Mobilise has evolved from an education-focused ERP solutions provider into a diversified enterprise software company with a portfolio spanning education management, enterprise asset and facility management, supply chain and procurement, and human resource management.

The Company currently operates through four principal platforms - EduPro, OpsSuite, SCMPro and HRevO - addressing the digital transformation requirements of educational institutions and enterprises across multiple sectors.

1. EduPro, the Companys education ERP platform, provides an integrated solution for managing admissions, attendance, fee administration, examinations, academics and transportation, among other institutional processes. As of the date of the DRHP, the platform was being used by the Companys educational institution clients covering more than 34,000 students.

2. OpsSuite, the Companys Computerized Maintenance Management System ("CMMS"), enables enterprises to manage physical assets and maintenance operations, including work orders, asset history, inventory, preventive maintenance and calibration. The platform has been deployed across multiple states in India and caters to sectors including healthcare, food & beverages and facility maintenance.

3. SCMPro provides end-to-end supply chain and procurement capabilities covering Source-to-Contract and Procure-to-Pay processes

The Companys solutions are designed to integrate software with external systems and technologies including RFID, GPS devices, biometric systems, cameras and other enterprise applications, enabling automation, real-time information exchange and improved operational visibility. This integrated approach allows Mobilise to provide customised technology solutions aligned with customers operational requirements.

Mobilise primarily operates on a B2B model, providing ERP and SaaS solutions to institutional and enterprise customers rather than directly to individual end users. Its revenue model comprises a combination of recurring and project-based revenues, including monthly recurring charges, change and customisation charges, per-user/per-student subscription arrangements, asset- and site-based pricing and enterprise contracts, depending upon the solution and customer requirements.

The Company has also expanded the reach of its solutions beyond India. The DRHP records successful implementations across Asia-Pacific markets including Singapore, Malaysia, the Philippines, Thailand, Vietnam and Hong Kong. The Companys technology capabilities are supported by professionals across product architecture, solution engineering, full-stack development, cloud and DevOps, with expertise across multiple modern technology frameworks.

The Companys quality and information-security framework is supported by certifications covering ISO 9001:2015 and ISO/IEC 27001:2022 standards and appraised at CMMI Maturity Level 3 for relevant software development, IT/ITES and support activities.

Going forward, Mobilise intends to strengthen its market position by enhancing and consolidating its existing product portfolio into a more unified technology offering, investing in product development and engineering capabilities, and facilitating deeper integration of third-party technologies and platforms with its SaaS solutions. The strategy is aimed at improving scalability, customer experience and the overall value proposition of the Companys technology ecosystem.

THE FINANCIAL SUMMARY

The financial performance of the Company for the Financial Year ended on March 31 2026, and for the previous financial year ended on March 31, 2025, is given below:

(Rs.in Lakhs)

Particulars	2025-26	2024-25
Revenue from Operations	1,842.97	1,618.00
Other Income	38.04	4.06
Total Income	1,881.01	1,622.06
Total Expenses	1,155.82	971.78
Profit Before Exceptional, Extraordinary and Prior Period Items and Tax	725.19	650.28
Profit Before Tax	751.87	649.38
Current Tax	193.91	162.49
Deferred Tax	(1.27)	4.75
Net Profit	559.22	482.15
Earnings Per Share (?):
Basic	7.73	25.21
Diluted	7.73	25.21

Performance Highlights

During FY 2025-26, the Company delivered a healthy financial performance, with revenue from operations increasing by approximately 13.9% to ? 1,842.97 lakh, compared with ? 1,618.00 lakh in FY 2024-25. Other income also increased to ? 38.04 lakh from ? 4.06 lakh in the previous year, resulting in total income of ? 1,881.01 lakh, as against ? 1,622.06 lakh in FY 2024-25, representing an overall increase of approximately 16.0%.

The Company continued to maintain healthy profitability during the year. Profit before exceptional, extraordinary and prior-period items and tax stood at ? 725.19 lakh, compared with ? 650.28 lakh in the previous year, reflecting an increase of approximately 11.5%. The Company did not report any exceptional or extraordinary items during either of the periods. After considering the prior-period item of ? 26.68 lakh, profit before tax increased to ? 751.87 lakh from ? 649.38 lakh in FY 2024-25, registering growth of approximately 15.8%.

On the expenditure side, total expenses increased to ? 1,155.82 lakh from ? 971.78 lakh in the previous year. The increase was primarily attributable to higher purchase of stock-in-trade, depreciation and amortisation, and other expenses. Depreciation and amortisation increased to ? 134.25 lakh from ? 32.53 lakh, while other expenses increased to ? 466.37 lakh from ? 415.81 lakh. This was partly offset by a reduction in employee benefit expenses to ? 402.20 lakh from ? 460.77 lakh in FY 2024-25.

After accounting for current tax of ? 193.91 lakh and a deferred tax credit of ? 1.27 lakh, the Company reported net profit of ? 559.22 lakh for FY 2025-26, compared with ? 482.15 lakh in FY 2024-25, representing an increase of approximately 16.0%. Overall, the financial performance during the year reflects continued growth in the Companys operating scale and profitability, with higher revenues translating into improved profit before tax and net profit despite an increase in certain operating and depreciation-related expenses.

The decrease in earnings per share during the year is primarily attributable to the increase in the weighted average number of equity shares pursuant to the issue and allotment of equity shares under the Companys Initial Public Offer.

During the year, the Company also completed its Initial Public Offer (IPO) and allotted 25,12,000 equity shares at an issue price of ? 80 per share.

RESERVES

During the year under review, the Company has not transferred any amount from the profits for the year to any specific reserve. The profit for the year has been retained in the Retained Earnings.

THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year, there was no change in the nature of business of the Company and it continues to concentrate on its own business.

DIVIDEND

The Board of Directors of your Company ("Board"), after considering the relevant circumstances holistically and keeping in view the Companys Dividend Distribution Policy, has decided that it would be prudent not to recommend any dividend for the year under review.

DIVIDEND DISTRIBUTION POLICY

The Company has formulated a dividend distribution policy in terms of the requirements of the provisions of Regulation 43A of the SEBI Listing Regulations, as amended. The Dividend Distribution Policy is available on your Companys website on www.mobilise.co.in.

1. Bonus Issue: On July 14, 2025, the Company allotted 50,00,000 equity shares of ? 10 each as fully paid-up bonus equity shares to the existing shareholders of the Company in proportion to their respective shareholding, by way of capitalisation of the surplus available in the Reserves and Surplus of the Company. The bonus equity shares rank pari passu in all respects with the existing equity shares of the Company, including voting rights and dividend entitlement.

PUBLIC DEPOSITS

(a) Deposits under Chapter V of the Act

The Company has not accepted any deposits from the public during the year; hence, Chapter V is Not Applicable to the Company.

(a) Accepted during the year: N.A.
(b) Remained unpaid or unclaimed as at the end of the year: N.A.
(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year: N.A.

(b) Deposits not in compliance with Chapter V

The Company has not accepted any deposits which are not in compliance with the requirements of Chapter V of the Act during the year.

(c) Unsecured Loan

Pursuant to Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, the Company has not accepted any unsecured loan from the Directors during the year. The outstanding balance of unsecured loans from Directors as at March 31, 2026 was ? 1.80 lakh, comprising current maturities of the loan from Mr. Ashish Sharma. No amount was outstanding as non-current borrowings from Directors as at March 31, 2026.

STATEMENT OF CHANGES IN EQUITY SHARE CAPITAL

Authorised Share Capital of the Company

During the year under review, the Authorised Share Capital of the Company was increased from ? 2,00,00,000 (Rupees Two Crore only), comprising 20,00,000 equity shares of ? 10 each, to ? 10,00,00,000 (Rupees Ten Crore only), comprising 1,00,00,000 equity shares of ? 10 each, pursuant to the approval of the shareholders of the Company dated April 28, 2025.

Paid-up Share Capital of the Company

During the Financial Year 2025-26, the paid-up equity share capital of the Company increased from ? 2,00,00,000 (Rupees Two Crore only), comprising 20,00,000 equity shares of ? 10 each, to ? 9,51,20,000 (Rupees Nine Crore Fifty-One Lakh Twenty Thousand only), comprising 95,12,000 equity shares of ? 10 each.

The increase in the paid-up equity share capital was on account of the following corporate actions:

(i) Bonus Issue: On July 14, 2025, the Company allotted 50,00,000 equity shares of ? 10 each as fully paid-up bonus equity shares to the existing shareholders of the Company in proportion to their respective shareholding, by way of capitalisation of the surplus available in the Reserves and Surplus of the Company. The bonus equity shares rank pari passu in all respects with the existing equity shares of the Company, including voting rights and dividend entitlement.

(ii) Initial Public Offer: On February 26, 2026, pursuant to the Initial Public Offer ("IPO") of the Company, 25,12,000 equity shares of ?10 each were allotted at an issue price of ?80 per equity share, including a securities premium of ?70 per equity share. Consequently to the IPO, the equity shares of the Company were listed on the NSE Emerge platform of the National Stock Exchange of India Limited. The allotment resulted in an increase of ?2,51,20,000 in the paid-up equity share capital and ?17,58,40,000 in the Securities Premium Account.

Accordingly, as at March 31, 2026, the paid-up equity share capital of the Company stood at ?9,51,20,000, comprising 95,12,000 equity shares of ?10 each.

Other Confirmations:

a. Issue of equity shares with differential rights: Your Company has not issued any equity shares with differential rights during the year under review.
b. Issue of sweat equity shares: Your Company has not issued any sweat equity shares during the year under review.
c. Issue of employee stock options: Your Company has not issued any employee stock option.
d. Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees: Your Company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees during the year under review.

BOARD OF DIRECTORS

At the beginning of FY 2025-26, the Company had 3 Directors as under:

1. Mr. Ashish Sharma, Director

2. Mrs. Smriti Sharma, Director

3. Mr. Manish Sharma, Director

During the financial year 2025-26 and subsequent to the financial year, several changes were made in the composition and designation of the Board of Directors of the Company, as detailed below:

Sr. No.	Name of Director	Date of Appointment / Re-Appointment	Reasons for Change
1.	Ashish Sharma	Mr. Ashish Sharma was a Non-Executive Director of the Company. During the year, at the Board Meeting held on April 21, 2025, his designation was changed from Non-Executive Director to Chairperson & Managing Director of the Company. Subsequently, the shareholders approved his appointment as Managing Director at the Extra-Ordinary General Meeting held on April 28, 2025, for a tenure of 5 years commencing from April 21, 2025 to April 20, 2030.	To ensure better Corporate Governance and compliance with the Companies Act, 2013.
2.	Smriti Sharma	Mrs. Smriti Sharma was serving as a Non-Executive Director of the Company. During the year, pursuant to the resolution passed by the Board of Directors at its meeting held on April 21, 2025, her designation was changed from Non-Executive Director to Whole-Time Director of the Company. The change in designation was subsequently approved by the shareholders at the Extra-Ordinary General Meeting of the Company held on April 28, 2025, for a tenure of 5 years commencing from April 21, 2025 to April 20, 2030.	To ensure better Corporate Governance and compliance with the Companies Act, 2013.
3.	Rakesh Khanduja	Mr. Rakesh Khanduja was appointed as an Additional Non-Executive Independent Director of the Company with effect from May 29, 2025, for a period of one year. His appointment was subsequently regularised by the shareholders at the Annual General Meeting held on June 27, 2025, for a term commencing from May 29, 2025 and ending on May 28, 2026. Subsequently, upon completion of his aforesaid tenure, Mr. Rakesh Khanduja was re-appointed as a Non-Executive Independent Director of the Company for a second term of five consecutive years commencing from June 03, 2026 to June 02, 2031, subject to the approval of the shareholders at the Annual General Meeting.	To ensure better Corporate Governance and compliance with the Companies Act, 2013.
4.	Prashant Veer Singh	Mr. Prashant Veer Singh was appointed as an Additional Director (Non-Executive Independent Director) of the Company with effect from June 25, 2025. His appointment as a Non-Executive Independent Director was subsequently approved by the shareholders at the Annual General Meeting held on June 27, 2025, for a term of one year commencing from June 25, 2025 and ending on June 24, 2026. Consequently, upon completion of his tenure, Mr. Prashant Veer Singh ceased to be a Non-Executive Independent Director of the Company with effect from the close of business hours on June 24, 2026.	Ceased to be a Director on completion of his term of office w.e.f. June 24, 2026.
5.	Lokesh Sharma	Mr. Lokesh Sharma was appointed as an Additional Director in the category of Non-Executive Independent Director of the Company by the Board of Directors at its meeting held on July 22, 2026, with effect from July 22, 2026. His appointment is for a tenure of 5 years commencing from July 22, 2026 to July 21, 2031, subject to the approval of the shareholders of the Company at the ensuing Annual General Meeting.	To ensure better Corporate Governance and compliance with the Companies Act, 2013

As on date, considering the above changes the Company has 5 Directors:

1. Mr. Ashish Sharma - Executive - Chairperson & Managing Director

2. Mrs. Smriti Sharma - Executive - Whole - Time Director

3. Mr. Manish Sharma - Non - Executive - Non-Independent Director

4. Mr. Rakesh Khanduja - Non - Executive - Independent Director

5. Mr. Lokesh Sharma - Non - Executive - Independent Director

KEY MANAGERIAL PERSONNEL

S. No.	Name of Director/ KMP	Designation and Period	Appointment / Cessation / Redesignation
1.	Ashish Sharma	Designated as the Chairperson & Managing Director for a period of 5 years with effect from April 21, 2025.	Change in Designation
2.	Smriti Sharma	Designated as the Whole-Time Director for a period of 5 years with effect from April 21, 2025.	Change in Designation
3.	Amit Kumar	Appointed as the Company Secretary & Compliance Officer of the Company with effect from April 25, 2025. He resigned from the position of Company Secretary & Compliance Officer with effect from April 7, 2026.	Resignation
4.	Indu Srree	Appointed as the Chief Financial Officer of the Company with effect from May 26, 2025. She resigned from the position of Chief Financial Officer with effect from January 30, 2026.	Resignation
5.	Kamal Kishor Sharma	Appointed as the Chief Financial Officer with effect from January 30, 2026.	Appointment
6.	Sakshi Chandna	Appointed as the Company Secretary & Compliance Officer with effect from May 16, 2026.	Appointment

As on date of this report, considering the above changes the Company has below KMPs:

1. Mr. Ashish Sharma - Executive - Chairperson & Managing Director

2. Mrs. Smriti Sharma - Executive - Whole Time Director

3. Mr. Kamal Kishor Sharma - Chief Financial Officer

4. Ms. Sakshi Chandna - Company Secretary & Compliance Officer

RETIRES BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Mrs. Smriti Sharma (DIN: 06510223) Whole-Time Director of the Company, retire by rotation at the ensuing Annual General Meeting.

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended her re-appointment. Details of the Director retiring by rotation and seeking reappointment have been furnished in the explanatory statement to the notice of the ensuing AGM.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received the necessary declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013. The Board is of the opinion that the Independent Directors possess the requisite integrity, expertise and experience required under the applicable provisions of the Companies Act, 2013.

The Independent Directors have confirmed that they have complied with the requirements relating to registration in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (ILCA), wherever applicable, in accordance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

During the financial year, a separate meeting of the Independent Directors was held on March 16, 2026, in accordance with the provisions of Schedule IV to the Companies Act, 2013, wherein the Independent Directors reviewed the performance of the Non-Independent Directors and the Board as a whole, reviewed the performance of the Chairperson of the Company and assessed the quality, quantity and timeliness of the flow of information between the management and the Board.

DIRECTORS RESPONSIBILITY STATEMENT

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

a) In preparation of the Annual accounts for the Financial Year ended March 31, 2026, the applicable Accounting Standards had been followed along with the proper explanation relating to material departures,
b) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable

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

and prudent so as to give a true and fair view of the state of affairs of the Company at the end of Financial Year and of the profit of the Company for that period,
c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,
d) The Directors had prepared the Annual Accounts on a going concern basis,
e) That the Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls were adequate and operating effectively during the year.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company has complied with the applicable provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans, guarantees, investments and securities.

The details of loans, guarantees, investments and securities covered under Section 186 of the Companies Act, 2013, as applicable, are disclosed in the Notes forming part of the Financial Statements.

MEETING OF BOARD OF DIRECTORS

During the year under review, twenty-one (21) Board meetings were held. The gap intervening between two meetings was within the period prescribed under the Companies Act, 2013 and the Listing regulations. The details of such meetings are as under:

Sr. No.	No. of Board Meeting	Date of Board Meeting
1.	1st/2025-26	April 7, 2025
2.	2nd/2025-26	April 21, 2025
3.	3rd/2025-26	April 25, 2025
4.	4th/2025-26	May 26, 2025
5.	5th/2025-26	May 29, 2025
6.	6th/2025-26	June 25, 2025
7.	7th/2025-26	June 27, 2025
8.	8th/2025-26	July 01, 2025
9.	9th/2025-26	July 14, 2025
10.	10th/2025-26	July 19, 2025
11.	11th/2025-26	August 22, 2025
12.	12th/2025-26	August 23, 2025
13.	13th/2025-26	August 30, 2025
14.	14th/2025-26	October 14, 2025
15.	15th/2025-26	November 26, 2025
16.	16th/2025-26	December 19, 2025
17.	17th/2025-26	January 30, 2026
18.	18th/2025-26	February 10, 2026
19.	19th/2025-26	February 14, 2026
20.	20th/2025-26	February 26, 2026
21.	21st/2025-26	February 26, 2026

 

S. No.	Name of Directors	No. of Board Meetings Attended
1.	Mr. Ashish Sharma	21
2.	Mrs. Smriti Sharma	21
3.	Mr. Manish Sharma	21
4.	Mr. Rakesh Khanduja	16
5.	Mr. Prashant Veer Singh	15
6.	Mr. Lokesh Sharma	Not Applicable*

*(Appointed w.e.f. July 22, 2026)

MEETINGS OF MEMBERS

During the year under review, 2nd Annual General Meeting of the Company was held on June 27, 2025 and two Extra Ordinary General Meeting of the Company was held on April 28, 2025 and July 10, 2025 respectively.

COMMITTEES OF THE BOARD

The Board Committees play a crucial role in the governance structure of the Company. The Board has constituted sub-committees to focus on specific areas and make informed decisions within the authority delegated to each of the committees. Each committee of the Board is guided by its charter, which defines the scope, powers and composition of the committee. All decisions and recommendations of the Committees are placed before the Board for their information or approval. The Board has established the following statutory committees:

Audit Committee

Composition:

The Committee has been constituted in line with the provisions of Regulation 18(3) read with Part C of Schedule II of SEBI Listing Regulation and Section 177 of the Companies Act, 2013.

The Board of Directors constituted the Audit Committee at its meeting held on June 27, 2025.

The composition of the Audit Committee upon its constitution was as follows:

Name of Director	Category	Designation in Committee
Mr. Prashant Veer Singh	Independent Director	Chairperson
Mr. Rakesh Khanduja	Independent Director	Member
Mr. Ashish Sharma	Chairperson & Managing Director	Member

Upon completion of the tenure of Mr. Prashant Veer Singh on June 24, 2026 and appointment of Mr. Lokesh Sharma as an Independent Director with effect from July 22, 2026, the Audit Committee was reconstituted by the Board on July 22, 2026, with Mr. Rakesh Khanduja as Chairperson and Mr. Lokesh Sharma and Mr. Ashish Sharma as Members. Ms. Sakshi Chandna, Company Secretary & Compliance Officer of the Company, acts as the Secretary to the Committee with effect from May 16, 2026.

Accordingly, as on the date of this Report, the Audit Committee comprises the following members:

Name of Director	Category	Designation in Committee
Mr. Rakesh Khanduja	Independent Director	Chairperson
Mr. Lokesh Sharma	Independent Director	Member
Mr. Ashish Sharma	Chairperson & Managing Director	Member

The terms of reference of Audit Committee, inter-alia includes the following:

i to review:

(a) the management discussion and analysis of financial condition and results of operations;
(b) the management letters / letters of internal control weaknesses, if any issued by the statutory auditors;
(c) the internal audit reports provided by the Internal Auditors of the Company;
(d) statement of deviations; and
(e) the appointment, removal and terms of remuneration of the Internal Auditor.
ii) recommendation for appointment, remuneration and terms of appointment of statutory auditors.
iii) approval of payment to statutory auditors for any other services rendered by the statutory auditors.

1. reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval.

2. reviewing, with the management, the quarterly financial statements before submission to Board for approval.

3. Reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of fund 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.

4. reviewing and monitoring the auditors independence and performance, and effectiveness of audit process.

5. approval or any subsequent modification (material or any other) of all transactions of the Company with related parties with the approval of Independent Directors only.

6. scrutiny of inter-corporate loans and investments.

7. valuation of undertakings or assets of the Company, wherever it is necessary.

8. evaluation of internal financial controls and risk management systems.

9. reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.

10. reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official headng the department, reporting structure coverage and frequency of internal audit.

11. discussion with internal auditors of any significant findings and follow up there on.

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

13. 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.

14. to look into the reasons for substantial defaults in the payment to creditors and Shareholders, if any.

15. to review the functioning of the whistle blower mechanism.

16. approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

17. reviewing the utilization of loans and/or advances from/investment by the Company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances/investments existing as on the date of coming into force of this provision

18. to review and consider the rationale, cost-benefits and impacts of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders

19. to review the financial statements, in particular and the investments made by the unlisted subsidiary

20. Carrying out any other function as is mentioned in the terms of reference of the audit committee.

iv) reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval.
v) reviewing, with the management, the quarterly financial statements before submission to Board for approval.
vi) Reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of fund 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.
vii) reviewing and monitoring the auditors independence and performance, and effectiveness of audit process.
viii) approval or any subsequent modification (material or any other) of all transactions of the Company with related parties with the approval of Independent Directors only.
ix) scrutiny of inter-corporate loans and investments.
x) valuation of undertakings or assets of the Company, wherever it is necessary.
xi) evaluation of internal financial controls and risk management systems.
xii) reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.
xiii) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official

Meetings and attendance during the year:

During the financial year 2025-26, the Audit Committee met 5 times. The dates of the Audit Committee meetings were July 14, 2025, August 22, 2025, October 14, 2025, December 19, 2025 and February 11, 2026. The gap between any two consecutive meetings held during the financial year 2025-26 did not exceed 120 days. A table depicting the attendance of members at meetings held during the financial year 2025-26, is set out below:

Name of Director	July 14, 2025	August 22, 2025	October 14, 2025	December 19, 2025	February 11, 2026
Mr. Prashant Veer Singh	?	?	?	?	?
Mr. Rakesh Khanduja	?	?	?	?	?
Dr. Ashish Sharma	?	?	?	?	?
Mr. Lokesh Sharma	NA	NA	NA	NA	NA

The Chief Financial Officer, Internal Auditors and Statutory Auditors of the Company have attended the Meetings of the Audit Committee, wherever required on the invitation of the Chairperson of the Committee.

Nomination And Remuneration Committee

Composition

The Nomination and Remuneration Committee of your company is responsible to formulate the criteria for determining the qualifications, positive attributes and independence of the Directors and to recommend the appointment and remuneration of the Directors, Key Managerial Personnel and the Senior Management Personnel. The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Regulation 19 read with Part D of Schedule II of SEBI Listing Regulation and Section 178 of The Companies Act, 2013. the Board of Directors constituted the Nomination and Remuneration Committee at its meeting held on June 27, 2025.

The composition of the Nomination and Remuneration Committee upon its constitution was as follows:

Name of Director	Category	Designation in Committee
Mr. Prashant Veer Singh	Independent Director	Chairperson
Mr. Rakesh Khanduja	Independent Director	Member
Mr. Manish Sharma	Non-Executive Director	Member

Upon completion of the tenure of Mr. Prashant Veer Singh as a Director of the Company with effect from June 24, 2026, and appointment of Mr. Lokesh Sharma as an Additional Director in the category of Independent Director with effect from July 22, 2026, the Board of Directors, at its meeting held on July 22, 2026, reconstituted the Nomination and Remuneration Committee. Mr. Rakesh Khanduja, Independent Director, was designated as the Chairperson of the Committee with effect from July 22, 2026.

All the members of the Nomination and Remuneration Committee are Non-Executive Directors.

Accordingly, as on the date of this Report, the Nomination and Remuneration Committee comprises the following members:

Name of Director	Category	Designation in Committee
Mr. Rakesh Khanduja	Independent Director	Chairperson
Mr. Lokesh Sharma	Independent Director	Member
Mr. Manish Sharma	Non-Executive Director	Member

The terms of reference of Nomination & Remuneration Committee as per the Part D of Schedule II, inter-alia includes the following:

i) To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees and while making appointment of an independent director, the Committee will 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. While identifying suitable candidates for Independent Director, 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.

ii) To formulate of criteria for evaluation of performance of independent directors and the board of directors;

iii) To devise a policy on diversity of board of directors;

iv) To identify 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;

v) Evaluation to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

vi) To recommend to the board, all remuneration, in whatever form, payable to senior management.

Meetings and attendance during the year

During the financial year 2025-26, the Nomination & Remuneration Committee met 3 times i.e. on July 14, 2025, August 22, 2025, and January 30, 2026.

A table depicting the attendance of members at the meeting held during the financial year 2025-26, is set out below:

Name of Director	July 14, 2025	August 22, 2025	January 30, 2026
Mr. Prashant Veer Singh	?	?	?
Mr. Rakesh Khanduja	?	?	?
Mr. Lokesh Sharma	NA	NA	NA
Mr. Manish Sharma	?	?	?

Performance evaluation of Directors

In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors undertook the annual performance evaluation of the Board as a whole, its committees, individual Directors including the Chairperson and Independent Directors, for the financial year 2025-26. The evaluation process was carried out through structured questionnaires designed separately for the Board, its Committees, Independent Directors, Non-Independent Directors (including Executive and Non-Executive Directors), and the Chairperson. These questionnaires covered a wide range of parameters relating to the effectiveness and functioning of the Board, including composition and diversity, Board culture, execution of responsibilities, strategic oversight, governance practices, and the quality of engagement between the Board and management.

The performance of the Board and its Committees was evaluated based on parameters such as structure, experience, qualifications, roles and responsibilities, governance compliance, strategic participation, stakeholder alignment, and overall contribution to the Companys financial and operational performance. Individual Directors were assessed on their attendance, participation in meetings, knowledge, expertise, time commitment, ethical conduct, adherence to the Companys Code of Conduct, and disclosure of interests. In addition to the above, Independent Directors were evaluated for their independence as per the criteria under the Companies Act, 2013 and SEBI Listing Regulations, along with their professional integrity and contribution to Board deliberations.

The evaluation of the Chairperson & Managing Director was based on leadership qualities, strategic guidance, implementation of business plans, financial planning, Board engagement, and reputation management with stakeholders. The evaluation of Committees focused on their constitution, clarity of roles and responsibilities, effectiveness in reporting to the Board, and their approach to discharging duties.

The Nomination and Remuneration Committee, in line with the Guidance Note issued by SEBI (vide circular no. CMD/CIR/P/2017/004 dated January 5, 2017) and guidance provided by the Institute of Company Secretaries of India, established the evaluation framework in accordance with Section 134(3), Section 178(2), and Schedule IV of the Companies Act, 2013. The evaluation criteria included aspects such as Board strategy, meeting procedures, risk management, director competencies, leadership, commitment, and corporate governance practices.

A separate meeting of the Independent Directors was held on March 16, 2026, where they evaluated the performance of the Board, the Chairperson, and Non-Independent Directors, in accordance with Schedule IV of the Companies Act, 2013 and Regulation 25 of the SEBI Listing Regulations. Subsequently, the Board conducted its evaluation, and all Directors submitted their completed evaluation forms to the Company Secretary. Based on the inputs received, the overall performance of the Board, its Committees, individual Directors, the Chairperson, and Independent Directors was found to be satisfactory.

Succession Planning

The Nomination and Remuneration Committee works with the Board for succession planning for its Directors, KMPs and Senior Management.

Nomination and Remuneration Policy

The Company has adopted the Nomination and Remuneration Policy as required under the provisions of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of SEBI Listing Regulations. Nomination and Remuneration Policy of the Company is designed to create a high-performance culture which ensures that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors and senior management personnel, of the quality required to run the Company successfully and also the relationship between remuneration and performance is clear and meets appropriate performance benchmarks. The Companys Policy for the appointment of Directors and Key and Senior Managerial Personnel and their Remuneration policy can also be available on the Companys website at www.mobilise.co.in

Furthermore, if a person is sought to be appointed as an independent director, the policy seeks to ensure

that the proposed appointee fulfills the criteria for independence as laid down under the Companies Act, 2013 and the SEBI Listing Regulations.

Remuneration for directors including Independent Directors, Key Management Personnel and Senior Management Personnel, are drawn up in consonance with the tenets as laid down in the Nomination and Remuneration Policy which seeks to ensure that commensurate with the nature and size of the business and operations of the Company.

The concerned individuals are remunerated (including sittings fees) in a manner which seeks to ensure that depending upon the nature, quantum, importance and intricacies of the responsibilities and functions being discharged as also the standards prevailing in the industry and those chosen for such offices are people with the best of knowledge of talent and rich in experience.

The Companys Nomination & Remuneration Policy is market-led and takes into account the competitive circumstances of the business so as to attract and retain quality talent and leverage performance significantly. However, while fixing the remuneration for its Directors, Key Managerial Personnel and Senior Management Personnel, it is ensured that the financial prudence is not compromised with and that a reasonable parity commensurate with the level of responsibility and quantum of work handled and proper balance is maintained between the remuneration of personnel at different hierarchical level.

Remuneration of Directors

Executive Directors

On the recommendation of the Nomination and Remuneration Committee and Board of Directors, the Shareholders of the Company have approved the appointment of Mr. Ashish Sharma as Chairperson & Managing Director and Mrs. Smriti Sharma as Whole-time Director of the Company, for period of 5 years commencing from April 21, 2025 to April 20, 2030 in the 1st Extra Ordinary General Meeting held on April 28, 2025.

The remuneration paid during financial year 2025-26 is within the limits and conditions approved by the Shareholders and are decided by the Board of Directors on the recommendations of the Nomination & Remuneration Committee, based on merit, key result areas and Companys performance for the year.

The details of remuneration paid to the Executive Directors for financial year 2025-26 are as follows:

S. No.	Name of Director	Service Term	No. of Equity Shares held	Sitting Fees	Salary paid for financial year 2025-26 (including perks) (Amount in ?)	Total (Amount in ?)
1.	Mr. Ashish Sharma	April 21, 2025 to April 20, 2030	49,00,000	NA	96.00	96.00
2.	Mrs. Smriti Sharma	April 21, 2025 to April 20, 2030	9,80,000	NA	36.00	36.00

Service contracts, notice period, severance fees:

The appointment of the Executive Directors is governed by Resolutions passed by the Shareholders of the Company, which cover the terms and conditions of such appointment, read with the service rules of the Company. Notice period of one month for all the Executive Directors. No severance fee is payable to any Director. Further, No stock options were granted to any of the Executive Directors during the year under review.

ii) Non-Executive Directors:

The Non - Executive Directors of the Company are entitled to sitting fees for attending meetings of the Board, Committees of the Company or any other statutory committee required by law for the time being in force.

The Company is making payment of sitting fee as mentioned below to its Non- Executive Directors including Independent Directors in accordance with the provisions of the Companies Act, 2013, the details of which are also provided in the Annual Return (MGT-7) for the financial year 2025-26, which is available on Companys website at www. mobilise.co.in

The Company has also placed criteria for making payment to Non- Executive Directors on its website at www.mobilise.co.in

During the financial year 2025-26, except payment of sitting fees, Non- Executive Independent Directors have not been paid any remuneration/ commissions/bonus/severance fees/performance linked incentive or provided any other benefits. Further, during the year under review, no stock options were granted to any of the Non- Executive Directors of the Company.

(in Lakhs)

S. No.	Name of Director	Sitting Fees (Amount in ?)
1.	Mr. Manish Sharma	0.63
2.	Mr. Rakesh Khanduja	0.63
3.	Mr. Prashant Veer Singh	0.63
4.	Mr. Lokesh Sharma	NA

Stakeholders Relationship Committee

The Stakeholders Relationship Committee was constituted on a voluntary basis, although the provisions of Section 178 of the Companies Act, 2013 relating to the constitution of the Stakeholders Relationship Committee were not applicable to the Company, to look into the mechanism of redressed of grievances of shareholders.

The Board of Directors constituted Stakeholders Relationship Committee at its meeting held on June 27, 2025, to strengthen its investor and stakeholder grievance redressal mechanism.

The composition of the Stakeholders Relationship Committee upon its constitution was as follows:

Name of Director	Category	Designation in Committee
Mr. Prashant Veer Singh	Independent Director	Chairperson
Mr. Rakesh Khanduja	Independent Director	Member
Mr. Manish Sharma	Non-Executive Director	Member

Upon completion of the tenure of Mr. Prashant Veer Singh as a Director with effect from June 24, 2026, and appointment of Mr. Lokesh Sharma as an Additional Director in the category of Independent Director with effect from July 22, 2026, the Board of Directors, at its meeting held on July 22, 2026, reconstituted the Stakeholders Relationship Committee. Pursuant to the said reconstitution, Mr. Manish Sharma was designated as the Chairperson, while Mr. Lokesh Sharma and Mr. Rakesh Khanduja were appointed/continued as Members of the Committee with effect from July 22, 2026. Ms. Sakshi Chandna, Company Secretary & Compliance Officer, acts as the Secretary to the Committee with effect from May 16, 2026.

Accordingly, as on the date of this Report, the Stakeholders Relationship Committee comprises the following members:

Name of Director	Category	Designation in Committee
Mr. Manish Sharma	Non-Executive Director	Chairperson
Mr. Rakesh Khanduja	Independent Director	Member
Mr. Lokesh Sharma	Independent Director	Member

The term of reference of Stakeholder Relationship Committee, inter-alia includes the following:

to approve requests for share transfers and transmissions.
to oversee all matters encompassing the shareholders / investors related issues.
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.
Review of measures taken for effective exercise of voting rights by shareholders.
Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent.
Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/ statutory notices by the shareholders of the Company.

The Committee in order to serve the purpose of its creation in a meaningful manner and effectively discharging its responsibility, works in close coordination with the Company Secretariat Department of the Company and the Registrar and Transfer Agent appointed by the Company. The emphasis is always on working closely with each other so that not only the investor grievances are resolved meaningfully and on time, to their utmost satisfaction, but also that suitable measures are taken to prevent the possibility of reoccurrence of such grievances.

1. Mr. Prashant Veer Singh

2. Mr. Manish Sharma

3. Mr. Lokesh Sharma

4. Mr. Rakesh Khanduja

Meetings and attendance during the year:

During the financial year 2025-26, the Stakeholders Relationship Committee met once during the year, on October 14, 2025.

The attendance record of Committee members in respect of the meetings so held is depicted in the table given below:

S. No.	Name of Director	October 14, 2025
1.	Mr. Prashant Veer Singh	?
2.	Mr. Manish Sharma	?
3.	Mr. Lokesh Sharma	NA
4.	Mr. Rakesh Khanduja	?

Name and Designation of Compliance Officer

Ms. Sakshi Chandna, Company Secretary is the Compliance Officer of the Company in terms of Regulation 6(1) of the SEBI Listing Regulations, as amended. (appointed w.e.f. May 16, 2026)

Statement of Shareholders Complaints as on March 31, 2026

Number of Shareholders Complaints received during the year	Nil
Number of complaints disposed of during the year	Nil
Number of complaints not resolved to the satisfaction of Shareholders	Nil
Number of pending complaints	Nil

Corporate Social Responsibility Committee

The Board of Directors constituted the Corporate Social Responsibility Committee at its meeting held on June 27, 2025.

The composition of the Corporate Social Responsibility Committee upon its constitution was as follows:

Name of Director	Category	Designation in Committee
Mr. Ashish Sharma	Chairperson & Managing Director	Chairperson
Mr. Rakesh Khanduja	Independent Director	Member
Mr. Prashant Veer Singh	Independent Director	Member

Upon completion of the tenure of Mr. Prashant Veer Singh as a Director with effect from June 24, 2026, the Board of Directors, at its meeting held on July 22, 2026, reconstituted the Corporate Social Responsibility Committee. Pursuant to the said reconstitution, Mr. Ashish Sharma continues as the Chairperson, Mr. Rakesh Khanduja continues as a Member, and Mrs. Smriti Sharma was appointed as a Member of the Committee with effect from July 22, 2026.

Accordingly, as on the date of this Report, the Corporate Social Responsibility Committee comprises the following members:

Name of Director	Category	Designation in Committee
Mr. Ashish Sharma	Chairperson & Managing Director	Chairperson
Mr. Rakesh Khanduja	Independent Director	Member
Mrs. Smriti Sharma	Whole-Time Director	Member

CSR Committee is primarily responsible for formulating and monitoring the implementation of the framework of Corporate Social Responsibility Policy and matters related to its overall governance. The Corporate Social Responsibility Committee was formed pursuant to section 135 of the Companies Act, 2013 as amended read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 to:

formulate and recommend to the Board, a Corporate Social Responsibility Policy indicating the activities to be undertaken by the Company in areas or subject, specified in Schedule VII, recommend the amount of expenditure to be incurred on such activities, Annual action plan.

1 oversee and review the effective implementation of the CSR activity.
to ensure compliance of all related applicable regulatory requirements.
review and monitor the Corporate Social Responsibility Policy of the Company from time to time.

Meetings and attendance during the year

During the financial year 2025-26, the Corporate Social Responsibility Committee met twice i.e. on August 30, 2025, and February 10, 2026.

The attendance record of Committee members in respect of the meetings so held is depicted in the table given below:

S. No.	Name of Director	August 30, 2025	February 10, 2026
1.	Mr. Ashish Sharma	?	?
2.	Mr. Rakesh Khanduja	?	?
3.	Mr. Prashant Veer Singh	?	?
4.	Mrs. Smriti Sharma	NA	NA

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatory comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance.

However, Company is complying with few of the exempted regulations voluntarily and details of same are provided in this report under the respective heading.

BOARD EVALUATION PROCESS

In accordance with the provisions of the Companies Act and the Listing Regulations, the Board of Directors conducted its annual evaluation, which encompassed an assessment of the overall performance of the Board, its committees, and Individual Directors. The evaluation process involved obtaining feedback from all Directors through a structured questionnaire. This questionnaire enabled Directors to rate performance on a scale of one to five, based on a defined set of criteria:

a) Board Evaluation:

The performance of the Board was assessed on parameters such as the fulfilment of key responsibilities, effectiveness of Board structure and composition, clarity in the roles and responsibilities assigned to various committees, quality and timeliness of information flow, effectiveness of Board processes, Board culture and dynamics, and

The Annual Report on CSR activities for the financial year 2025-26 forms part of the Boards Report as "Annexure-C".

The Corporate Social Responsibility Policy of the Company ("CSR Policy") is available on the website of the Company www.mobilise.co.in

	August 30, 2025	February 10, 2026
	?	?
	?	?
	?	?
	NA	NA

the quality of engagement between the Board and management.

b) Committee Evaluation:

Committee performance was reviewed based on the discharge of key responsibilities, appropriateness of composition, quality and effectiveness of meetings, working dynamics, and the nature of interactions with the Board and senior management.

c) Individual Director Evaluation:

Individual Directors were evaluated on criteria including their adherence to the independence requirements prescribed under the Listing Regulations, objectivity in judgment, level of preparedness, active participation and quality of contribution at Board and Committee meetings, and support extended to management beyond meetings. These evaluation parameters are broadly aligned with the Guidance Note on Board Evaluation issued by SEBI on January 5, 2017. The Nomination and Remuneration Committee (NRC) also reviewed the performance of individual Directors.

The NRC and the Board discussed the feedback received, focusing on the value added by each Director in Board and Committee deliberations, including their level of preparation, constructive insights, and active engagement during meetings.

Subsequently, in the Board meeting following the meetings of the NRC and the Independent Directors, the collective performance of the Board, its committees, and each Director was reviewed and discussed.

2025-26, as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 shall be placed on the Companys website. The web-link as required under the Act is https://mobilise.co.in/disclosure-under-regulation-46/

Board Training, Induction and Familiarization of Directors

The Company has a structured induction and familiarisation programme for its Directors to enable them to effectively discharge their roles and responsibilities. At the time of appointment, each Director is provided with a formal letter of appointment setting out, inter alia, the terms of appointment, roles, functions, duties and responsibilities as a Director of the Company. Directors are also provided with relevant documents, internal policies and key business information to facilitate a comprehensive understanding of the Companys operations, governance framework and business practices.

The Board and its Committees are periodically apprised of the Companys business performance, strategic initiatives, operational developments, industry trends, global business environment and key business risks through detailed presentations and discussions. Directors are also kept informed of significant changes in the regulatory and legal framework applicable to the Company through periodic presentations and circulation of relevant updates.

To provide practical exposure to the Companys operations, the Directors are encouraged to undertake structured visits to the Companys offices and technology facilities, enabling them to gain first-hand understanding of the Companys software development processes, technology infrastructure and project delivery operations, and to provide valuable feedback and strategic inputs for continuous improvement.

Further, Directors are regularly familiarised with the compliance requirements under the Companies Act, 2013, applicable rules, and other relevant laws and regulations to ensure effective discharge of their statutory and fiduciary responsibilities. The familiarisation programme is an ongoing process designed to keep the Directors updated on the Companys business, industry developments, regulatory changes and governance practices.

The details of the familiarization programme conducted during the financial year under review are available on Companys website and accessible through www. mobilise.co.in

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, with a view to regulate the trading in securities by the Directors and Designated Employees of the Company. The Code requires preclearance for dealing in the Companys shares and prohibits the purchase or sale of shares of the Company by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company

A COMPANY OF ANNUAL RETURN OF THE COMPANY FOR THE FINANCIAL YEAR 2025-26, as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 shall be placed on the Companys website. The web-link as required under the Act is https://mobilise.co.in/disclosure-under-regulation-46/

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has established proper and adequate system of internal control to ensure that all resources are put to optimum use and are well protected against all loss and all transactions are authorized, recorded and reported correctly and there is proper adherence to policies and guidelines, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures, processes in terms of efficiencies and effectiveness. The Audit committee constituted by the Board constantly reviews the internal control systems.

VIGIL MECHANISM (WHISTLE BLOWER POLICY)

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Company has established a vigil mechanism for the Directors and employees of the Company to report concerns about unethical behaviour, actual or suspected incidents of fraud or violation of code of conduct. Under this policy, your Company encourages the employees to report any reporting of fraudulent financial or other information to the stakeholders, and any conduct that results in violation of the Companys code of business conduct, to the management (on an anonymous basis, if the employees so desire). The Vigil mechanism/Whistle Blower policy may be accessed on the Companys website at www.mobilise.co.in

POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board on the recommendation of the Nomination and Remuneration Committee, approved a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and for determining their remuneration. The Policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on Companys website and accessible on Companys website at www.mobilise.co.in

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information containing the names and other particulars of ratio of Directors Remuneration to Median Employees Remuneration and other details in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as "Annexure - A".

DETAILS OF JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES

As on March 31, 2026, your Company does not have any Subsidiary, Associate Company or Joint Venture.

Accordingly, the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 relating to disclosure in Form AOC-1 are not applicable to the Company. Consequently, Form AOC-1 is not required to be attached to this Board Report.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

During the year under review, the Company has entered into transactions with related parties, particulars of which have been disclosed in the Notes to the Financial Statements forming part of this Annual Report.

The Company has identified certain contracts/ arrangements with related parties which require examination under Section 188 of the Companies Act, 2013. Accordingly, the Company has prepared Form AOC-2, setting out the particulars of the contracts or arrangements entered into with related parties, as applicable, and the same is annexed to and forms part of this Report as "Annexure- G".

The details of such transactions, including the nature of relationship, nature and particulars of the contracts or arrangements, duration, salient terms, amount paid or payable, advances, if any, and the date of approval of the Board and/or members, as applicable, have been disclosed in the said Form AOC-2.

The Company has also made appropriate disclosures in the Notes to the Financial Statements in accordance with the applicable provisions of the Companies Act, 2013 and the applicable accounting standards.

The Members are requested to refer to "Annexure- G" Form AOC-2 and the relevant Notes to the Financial Statements for detailed particulars of the related party transactions.

The Policy on transactions with Related Parties as approved by the Board is available on the Companys website at www.mobilise.co.in.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report provides a perspective of economic and social aspect material to your Companys strategy and its ability to create and sustain value to your Companys key stakeholders. Pursuant to the provisions of Regulation 34 read with Schedule V of Listing Regulations, the Management Discussion and Analysis Report capturing your Companys performance, industry trends and other material changes with respect to your Company for the year ended March 31, 2026 is attached to this Annual Report.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder. The Company has complied with the provisions relating to the constitution of Internal Complaints committee under Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details required under Rule 8(5)(x) of The Companies (Accounts) Rules, 2014, are as follows:

Number of complaints filed during the financial year 2025-26	Nil
Number of complaints disposed of during the financial year 2025-26	Nil
Number of complaints pending as on end of the financial year	Nil

All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by your Company.

Further, the Company ensures that there is a healthy and safe environment for every female employee at the workplace. The policy on Sexual Harassment at workplace is placed on the Companys website at www.mobilise.co.in.

The Internal Committee is in compliance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

AUDITORS AND THEIR REPORT

Statutory Auditors

M/s Ankit Vijay And Company, Chartered Accountants, were appointed as the Statutory Auditors of the Company on December 12, 2024 for a period of five years, commencing from the conclusion of the 1st Annual General Meeting (AGM) until the conclusion of the 6th AGM to be held in Financial Year 2029-30.

In this regard, the Company has received a consent letter and an eligibility certificate from M/s Ankit Vijay And Company, confirming their willingness and eligibility for appointment in accordance with the

2025-26 is annexed to this Report as "Annexure - B". The Secretarial Auditors Report does not contain any qualification, reservation, adverse remark or disclosure. Accordingly, no comments are required to be made by the Board of Directors thereon. Subsequent to the closure of the financial year 2025-26, the Board of Directors, at its meeting held on May 16, 2026, appointed M/s. Pragnya Pradhan and Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company to undertake the Secretarial Audit for the Financial Year 2026-27.

provisions of the Companies Act, 2013 and applicable rules framed thereunder.

The observations of the Auditors in their report on Accounts and the Financial Statements, read with the relevant notes are self-explanatory. The Audit Report does not contain any qualification, reservation, adverse remark, or disclaimer for the financial year ended March 31, 2026.

The Statutory Auditors Report for the Financial Year 2025-26 does not contain any qualification, reservation or adverse remark and forms part of the Annual Report. The Statutory Auditors have not reported any fraud under Section 143(12) of the Act.

Internal Auditor

During the year under review, the provisions relating to appointment of an Internal Auditor under Section 138 of the Companies Act, 2013 became applicable to the Company upon listing of its equity shares on the NSE Emerge platform of the National Stock Exchange of India Limited on March 2, 2026.

M/s. Vijay Keshav and Company, Chartered Accountants, were appointed as the Internal Auditor of the Company for the Financial Year 2025-26 and conducted periodic internal audits of all operations of the Company during the year. The Audit Committee of the Board of Directors regularly reviewed the findings and reports of the Internal Auditor.

Subsequent to the closure of the Financial Year 2025-26, the Board of Directors, at its meeting held on May 16, 2026, appointed M/s. Vijay Keshav and Company, Chartered Accountants, as the Internal Auditor of the Company for the Financial Year 2026-27.

Secretarial Auditor

During the year under review, upon the listing of the equity shares of the Company on the NSE Emerge platform of the National Stock Exchange of India Limited, the provisions relating to Secretarial Audit under Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 became applicable to the Company.

Accordingly, M/s. Pragnya Pradhan and Associates, Practicing Company Secretaries, a Peer Reviewed Firm, were appointed as the Secretarial Auditors of the Company to conduct the Secretarial Audit for the Financial Year 2025-26, as required under Section 204 of the Companies Act, 2013 and the Rules made thereunder.

The Secretarial Audit Report for the Financial Year 2025-26 is annexed to this Report as "Annexure - B". The Secretarial Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. Accordingly, no comments are required to be made by the Board of Directors thereon.

Subsequent to the closure of the financial year 2025-26, the Board of Directors, at its meeting held on May 16, 2026, appointed M/s. Pragnya Pradhan and Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company to undertake the Secretarial Audit for the Financial Year 2026-27.

Cost Auditor

Your Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. The provisions of cost audit do not apply to your Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief outline of the CSR Policy of the company and the initiatives undertaken by the Company on CSR Activities during the year are set out in "Annexure - C" of this report in the format as prescribed in the Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

CSR policy of the Company is available on the website of the Company at www.mobilise.co.in

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of your Company between the end of FY 2025-26 and the date of this report, which could have an impact on your Companys operation in the future or its status as a "Going Concern."

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there is no change in the nature of business of the company.

INITIAL PUBLIC OFFER (IPO)

Pursuant to the completion of the Initial Public Offer (IPO) of 25,12,000 Equity Shares of face value of 10/- each, issued at a price of 80/- per share (including a premium of 70/- per equity share), the paid-up Share Capital of the Company has increased from 70,00,000 Equity Shares to 95,12,000 Equity Shares, of 10/- each, w.e.f. March 02, 2026.

The IPO-related expenses amounting to 3.06 crore, being directly attributable to the issue of equity shares, have been adjusted against the Securities Premium Account in accordance with the applicable provisions of the Companies Act, 2013.

LISTING WITH STOCK EXCHANGE

Your Company has received Listing and Trading approval of NSE Limited vide its letter dated February 27, 2026 permitting Listing and Trading approval of 95,12,000 Equity Shares of the Company on NSE (EMERGE SME Platform) w.e.f. March 02, 2026.

The Company has paid applicable listing fees to the Stock Exchange. The ISIN code of the Company is INETYNBO1019.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as "Annexure - D" and forms part of this Report.

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

During the year under review, no significant or material orders were passed by the Regulators, Courts or Tribunals which would impact the going concern status of the Company and its operations in future.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

In accordance with Regulation 26(3) of SEBI Listing Regulations, the Company has formulated the Code of Conduct for the Board members and Senior Management Personnel of the Company with the objective of ensuring that the business operations of the Company are carried out in an ethical, transparent, and efficient manner, free from any actual or potential conflicts of interest between personal and professional responsibilities. It provides clear guidelines for expected behaviour, responsibilities, and conduct in order to maintain the highest standards of corporate governance and accountability.

All the members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct for the Board members and Senior Management Personnel and the code of conduct is available at the website of Company www.mobilise. co.in

DECLARATION BY THE CHAIRPERSON & MANAGING DIRECTOR

Mr. Ashish Sharma, Chairperson & Managing Director has affirmed and declared that the Company has obtained declaration from each individual member of the Board of Directors and the Senior Management confirming that none of them has violated the conditions of the Code of Conduct for the Board members and Senior Management Personnel. A Certificate signed by Mr. Ashish Sharma, Chairperson & Managing Director confirming that all the Board Members and Senior Management Personnel have affirmed compliance with Code of Conduct, as applicable to them, in respect of financial year 2025-26 has been made part of Board Report and is attached as "Annexure- E".

CEO/CFO CERTIFICATION

Mr. Kamal Kishor Sharma, Chief Financial Officer has issued compliance certificate to the Board pursuant to the provisions of Regulation 17(8) of the SEBI Listing Regulations certifying that the financial statements do not contain any materially untrue statement and these statements represent a true and fair view of the Companys affairs. The said Certificate is annexed as "Annexure - F" and forms part of the Board Report.

DISCLOSURE IN ACCORDANCE WITH REGULATION 30A OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

No such agreements as specified under clause 5A to para-A of part A of schedule II, are required to be disclosed in accordance with Regulation 30A of SEBI Listing Regulations, in the FY 2025-26.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

There were no shares in the demat suspense account or unclaimed suspense account during the financial year 2025-26.

RELATIONSHIP BETWEEN DIRECTORS INTER-SE

Mr. Ashish Sharma, Chairperson & Managing Director, Mrs. Smriti Sharma, Whole-time Director, and Mr. Manish Sharma, Non-Executive Director of the Company are related to each other within the meaning of the term "relative" as defined under Section 2(77) of the Companies Act, 2013 and the applicable provisions of the SEBI Listing Regulations. Mr. Ashish Sharma and Mrs. Smriti Sharma are husband and wife, while Mr. Ashish Sharma and Mr. Manish Sharma are brothers. Except as stated above, none of the other Directors are related to each other.

CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to certificate of non-disqualification of directors is not applicable to the company as company has listed its specified securities on the NSE EMERGE SME Platform.

INSURANCE

The Company has obtained adequate insurance coverage for all its assets to safeguard against foreseeable risks and perils. This ensures comprehensive protection of the Companys assets and business operations.

CYBER SECURITY

In response to the escalating threat landscape, the Company conducts periodic assessments of its cybersecurity maturity to ensure alignment with evolving risk scenarios.This proactive approach involves enhancing processes and implementing advanced technological controls to fortify our defences.

Our technology infrastructure is equipped with realtime security monitoring capabilities, encompassing multiple layers- from end-user devices to network systems, applications, and data repositories. This comprehensive monitoring framework enables the timely detection and mitigation of potential threats, thereby safeguarding the integrity and confidentiality of our information assets

During the year under review, your Company did not face any incidents or breaches or loss of data breach in cyber security.

AUDIT TRAIL DISCLOSURE

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026 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 softwares. Further, the audit trail has been preserved by the Company as per the statutory requirements for record retention.

STATUTORY DISCLOSURES

Neither any application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 nor any settlement has been done with banks or financial institutions, during the year.

GREEN INITIATIVES

The Company remains committed to environmental sustainability and endeavours to utilize natural resources responsibly and efficiently.As part of its green initiatives in corporate governance, and in line with the circulars issued by the Ministry of Corporate Affairs (MCA) Circular Nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011, respectively the Company has adopted the practice of sending official documents to shareholders electronically.

Furthermore, the MCA, through its subsequent circulars dated April 8, 2020; January 13, 2021; December 12, 2021; December 14, 2021; May 5, 2022; December 28, 2022; September 25, 2023; and September 19, 2024 and General Circular No. 03/2025 issued by the Ministry of Corporate Affairs ("MCA Circulars"), has permitted companies to convene Annual General Meetings (AGMs) via Video Conferencing (VC) or Other Audio-Visual Means (OAVM). In view of this, and to ensure seamless participation, shareholders are kindly requested to update their email addresses with their respective depository participants to receive the e-AGM link and related documents electronically. In accordance with the aforementioned MCA circulars, the Notice convening the 3rd Annual General Meeting, along with the Audited Financial Statements, Boards Report, Auditors Report, and other relevant documents, will be sent to shareholders at their registered email addresses.

We urge all shareholders to ensure their contact details, particularly email addresses, are updated to facilitate timely and effective communication.

CREDIT RATING

Your company does not have any Listed debt instruments.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Your Company is exempted from reporting on Business Responsibility and Sustainability Report as per Regulation 34(2) (f) of Listing Regulations.

NON-APPLICABILITY OF INDIAN ACCOUNTING STANDARDS

As per the provisions of Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter IX of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. April 01, 2017.

As your Company is listed on NSE Emerge SME platform, it is covered under the exempted category and is not required to comply with IND-AS for preparation of Financial Statements.

DISCLOSURE ON SECRETARIAL STANDARDS COMPLIANCE

During the year under review, your Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

Your Company is committed to providing a supportive and inclusive workplace for all employees. In line with the provisions of the Maternity Benefits Act, 1961. The Company ensures that all eligible women employees are granted paid maternity leave and other prescribed benefits.

During the year under review, no women employees availed maternity leave.

Your Company also provides flexible working arrangements and nursing breaks to support employees in balancing work and family responsibilities.

CAUTIONARY STATEMENT

Statements in the Annual Report, including those which relate to Management Discussion and Analysis describing the Companys objectives, projections, estimates and expectations, may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

ACKNOWLEDGEMENT

Your Directors express their sincere gratitude to the Government of India, various State Governments, and the concerned Government departments for their unwavering support and guidance throughout the year. We also extend our heartfelt thanks to our financial institutions and banking partners for their continued assistance.

We are deeply appreciative of the trust and confidence reposed in the Company by our esteemed shareholders, customers, suppliers, and business associates. Your steadfast support has been instrumental in our progress and success.

A special note of appreciation is due to our dedicated employees at all levels, whose commitment and hard work have been pivotal in driving the Companys growth and excellence. Their contributions continue to be the cornerstone of our achievements.

Chairperson & Managing Director

DIN: 10117867

Sd/-

Smriti Sharma

Whole-Time Director

DIN: 06510223