MOS Utility Ltd Directors Report

1. Financial Summary or highlights of Financial Performance:

The Standalone financial statements for the year ended March 31, 2026 have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The financial statements under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

Financial Summary as under:

Our Company operates a unified open API and wallet platform through which our network of agents, distributors and master distributors offers banking, utility, travel, entertainment and insurance services from a single interface. Through this network, ordinary retail outlets across India, including those in rural and semi-urban locations, function as service points offering money transfer, Aadhaar-enabled payment services, micro ATM, cash management, utility bill payments and recharges, travel bookings and insurance.

During the year under review, we recorded growth across our major service lines. Revenue from operations increased to Rs. 24,107.35 lakhs from Rs. 20,794.16 lakhs in the previous year, and profit after tax increased to Rs. 1,486.69 lakhs from Rs. 1,118.82 lakhs. This growth came from a higher share of better-margin services, deeper activity within our existing agent base, and the addition of new agents and service points during the year.

We continued to invest in our technology platform and in our compliance and risk functions, in line with the higher standards now expected in the payments industry, including the security frameworks issued by the National Payments Corporation of India and the directions issued by the Reserve Bank of India for payment aggregators and digital lending. We also increased our shareholding in our subsidiaries during the year, bringing the groups payments, technology and distribution businesses under closer common ownership and management.

We remain focused on the assisted, last-mile model, in which a local agent helps a customer complete a digital transaction. With cash still accounting for a significant share of collections outside the metros, and with utility payments, government-backed services and

travel bookings moving steadily to digital channels, we believe this model is well placed for continued growth.

3. Listing and Dematerialization of Equity Shares :

4. Dividend:

Your Directors has not recommended any dividend for the financial year under review.

5. Transfer to Reserves :

To preserve the profit for the future expansion, your Directors have not recommended any dividend for the year under review.

6. Annual return:

Pursuant to the requirement under Section 92(3) of the Companies Act, 2013, copy of the annual return can be accessed on our website is available on https://mos-world.com/investor-relations .

7. Share Capital:

A. Authorized Capital

During the year under review, the authorised share capital of the Company increased from 50,00,00,000/- (Rupees Fifty Crores) divided into 5,00,00,000 (Five Crore) Equity Shares of face

During the period under review, the paid-up share capital of the Company was altered on account of sub-division of equity shares, allotment of equity shares on a preferential basis and issue of bonus shares, the details of which are set out below:

The members of the Company passed the resolution at the Extra-Ordinary General Meeting held on 7^th July 2025, approved the subdivision of the equity shares of the Company from the existing face value of ?10/- each into equity shares of face value of ?2/- each, along with the consequential alteration to the Capital Clause of the Memorandum of Association of the Company. Accordingly, with effect from the record date i.e. 8^th August 2025, the existing 2,49,35,586 equity shares of ?10/- each stood sub-divided into 12,46,77,930 equity shares of ?2/- each. The Company has received the requisite listing and trading approvals from the Stock Exchange(s) in respect of the sub-divided equity shares. There was no change in the aggregate paid-up share capital of the Company pursuant to the said sub-division.

The members of the Company passed the resolution at the Extra-Ordinary General Meeting held on 7^th July 2025, approved the issue of bonus shares in the ratio of 1:1, i.e. one (1) bonus equity share of ?2/- each for every one (1) existing equity share of ?2/- each held by the members as on the record date, by capitalisation of [free reserves / securities premium account / general reserve] of the Company, in terms of Section 63 of the Companies Act, 2013. Accordingly, the Board of Directors, at its meeting held on 15^th October 2025, allotted 12,87,20,205 bonus equity shares of ?2/- each to the members whose names appeared in the Register of Members / list of beneficial owners as on the record date i.e. 14^th October 2025. The Company has received the requisite listing and trading approvals from the Stock Exchange(s) in respect of the bonus shares.

In view of the above, the paid-up share capital of the Company as on 31st March, 2026 stands increased to ^51,48,80,820/- (Rupees Fifty One Crore Forty Eight Lakh Eighty Thousand Eight Hundred and Twenty only) comprising of 25,74,40,410 equity shares of ?2/- each, as against ^24,93,55,860/- comprising of 2,49,35,586 equity shares of ?10/- each as on 31^st March, 2025.

The Company has not issued any equity shares with differential voting rights, sweat equity shares or shares under any employee stock option scheme during the year under review.

8. Changes in Nature of Business:

There has been no change in the nature of the business of the Company during the financial year.

However, an additional object clause was incorporated in the Memorandum of Association of the Company to include activities relating carry on the business as a Payment Aggregator and do the business of issuing Prepaid Payment Instruments (PPIs), including

but not limited to Semi-Open Prepaid Payment Instruments, Semi-Closed System Payment Instruments, Open System Payment Instruments, e-wallets, co-branded wallets, and any other form of digital payment instrument, whether requiring or not requiring RBI authorization, and to engage in all activities related to the issuance, operation, maintenance, and management of such PPIs.

9. Material changes and commitments affecting the financial position of the company:

During the year under review, there are no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

The material events occurred during financial year is as follows:

i. Appointment of Internal Auditor Shailesh R & Co., Chartered Accountants (FRN: 148761W) for period of FY 2025-2026;

ii. Appointment of Secretarial Auditor M/s. Pranay Vaidya & Co for period of 5 years from the financial year 2024-25;

iii. The Board appointed Mr. Paras Vinod Chhadwa (DIN: 08495208) as an Additional Independent Director with effect from May 29, 2025. The shareholder notice records the proposed tenure as five consecutive years from May 29, 2025 to May 29, 2030, subject to the applicable approval process, further he was regularized in the Extraordinary General Meeting dated 7th July, 2025;

iv. The authorised share capital was increased from Rs. 50 crore to Rs. 75 crore and the capital clause of the Memorandum of Association was correspondingly altered pursuant to shareholder approval 7^th July 2025 and filings;

v. An additional object was inserted in the objects clause of the Memorandum of Association (MOA). This alteration was approved by the shareholders via special resolution on 7th July 2025, and the corresponding statutory filings were made with the Registrar of Companies

vi. The equity shares were subdivided/split from a face value of Rs. 10 each to Rs. 2 each;

vii. The Company undertook a bonus issue in the ratio of 1:1. The source documents record 12,87,20,205 equity shares of Rs. 2 each as the proposed issue at the relevant stage, and a record date of October 14, 2025 with deemed allotment on October 15, 2025;

viii. The Company made a preferential allotment of 8,08,455 equity shares to Mr. Natvarlal Premjibhai Rupareliya, in exchange for (i.e., as a share swap for) his transfer of 24,15,000 equity shares in JC Ventures Private Limited ("Target Company"), representing 40.25% of its shareholding, and 16,619 equity shares in Samvriddhi Inclusive Growth Network Private Limited, representing 40% of its shareholding. This preferential allotment thereby facilitated the Companys acquisition of these stakes in the two target companies;

ix. Mr. Hitesh Ramani, Non-Executive Director, resigned from the Board with effect from 4^th August 2025;

x. Resignation of Mr. Pradeepkumar Suresh Vishwakarma as Chief Financial Officer of the company w.e.f., 5^th November 2025;

xi. Appointment of Mr. Chirag Shah as Chief Financial Officer of the Company w.e.f. 05^th February, 2026;

xii. Appointment of Internal Auditor S FI A R P S & Co., Chartered Accountant for period of FY 2025-2026;

xiii. Resignation of Statutory Auditors M/S Mathia & Co., Chartered Accountants (FRN: 126504W) w.e.f. 13^th August 2025;

xiv. Appointment of Statutory Auditors M/S Bilimoria Mehta &Co., Chartered Accountants (FRN: 101490W) for consecutive period of Five

year from the conclusion of 16^th AGM upto the conclusion of 21^st AGM of the Company.

11. Material events occurred after the end of Financial year:

The material events that occurred after the end of financial year is as follow:

i. Re-appointment of Internal Auditor S H A R P S & Co., Chartered Accountant, for FY 2026-2027;

ii. The Board of Directors, at its meeting held on 20^th April, 2026, approved the proposal for migration of the Equity Shares of the Company from the NSE Emerge SME Platform to the Main Board of the National Stock Exchange of India Limited and Listing its Equity Shares on BSE Limited. The said agenda was then approved by the majority shareholders through postal ballot dated 20^th April 2026;

iii. Resignation of Secretarial Auditor M/s. Pranay Vaidya & Co w.e.f. 25^th May 2026 from financial year 2026-2027;

iv. Appointment of Secretarial Auditor M/S Pooja M Patel & Associates from Financial Year 2026-2027;

v. Resignation of Mr. Jignesh Juthani as Chief Executive Officer of the company w.e.f., 4^th August 2026;

vi. Appointment of Mr. Atish Shelar as Chief Executive Officer of the Company w.e.f. 12^th August, 2026;

vii. Matters related to Directors and Key Managerial Personnels:

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

As on March 31, 2026, the following Directors and KMPs are acting on the Board of the Company:

During the year under review:

1. Mr. Paras Chhadwa was appointed as an Additional Independent Director of the Company with effect from 29^th May, 2025 and

his appointment was regularized by the Members in the Extraordinary General Meeting held on 7^th July, 2025;

2. Mr. Pradeepkumar Suresh Vishwakarma resigned as Chief Financial Officer w.e.f., 5^th November 2025 and Mr. Chirag Shah was appointed as Chief Financial Officer of the company w.e.f., 5^th February 2026.

Mr. Santosh Ramrao Mijgar, Director of the Company will retire by rotation at the ensuing 17^th Annual General Meeting and being eligible, offered him/ themselves for re-appointment as per Section 152 of the Companies Act, 2013.

Profile and other information of Mr. Santosh Ramrao Mijgar required under Regulation 26, Regulation 36 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 is given as an Annexure to the Notice convening this Annual General Meeting.

No Independent Director was due to be re-appointed during the year.

A. Declarations by Independent Director:

The Company has received the following declarations from all the Independent Directors stating that:

• They meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder, as well as of Regulation 16 of the Listing Regulations

• In terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

• In terms of Regulation 25(9) of the Listing Regulations, the Board of Directors has ensured the veracity of the disclosures made under Regulation 25(8) of the Listing Regulations by the Independent Directors of the Company.

• None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

A calendar of Meetings were prepared and circulated in advance to the Directors. Total 9 (nine) Board Meetings were held during the financial year ended 31^st March, 2026. The maximum gap between two consecutive meetings was not more than one hundred and twenty days.

The Company has complied with the applicable Secretarial Standards in respect of all the above Board meetings. The details of which are as follows:

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

13. Committees of Board:

There are currently three committees of the Board, as follows:

A. Audit Committee

The Terms of Reference of the Committee can be accessed at https://mos-world.com/investor-relations. The composition of the Committee is as under:

During the Financial Year 6 (six) Meetings of the Audit Committee were held on 29^th May 2025, 4^th August 2025, 20^th August 2025, 23^rd August 2025, 14^th November 2025 and 5^th February 2026.

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

B. Nomination and Remuneration Committee

The Terms of reference of the Committee can be accessed at https://mos-world.com/investor-relations. The composition of the Committee constituted as under:

During the Financial Year 4 (Four) Meeting of the Nomination and Remuneration Committee were held on 29^th May 2025, 4^th August 2025, 20^th August 2025 and 5^th February 2026.

In terms of the applicable provisions of the act, read with the rules framed thereunder and the SEBI Regulations, the Board has placed a policy for appointment, removal and remuneration of Directors, Key Managerial Personnel and Senior Managerial personnel and also on Board diversity, succession planning and Evaluation of Directors. The remuneration paid to the Directors, KMP of the company are as per the terms laid down under the NRC Policy of the company.

C. Stakeholders Relationship Committee

The Terms of reference of the Committee can be accessed at https://mos-world.com/investor-relations . The composition of the Committee constituted is under;

1 (one) Stakeholders Relationship Committee meeting was held during the reporting Financial Year on 11^th March, 2026.

D. Separate Independent Directors:

14. Annual evaluations of Directors, Committees and Board:

15. Management Discussion and Analysis Report (MDAR):

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the annual report and is incorporated herein by reference and forms an integral part of this report.

16. Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for the selection and appointment of Directors, Senior Management and their remuneration. The Policy broadly lays down the guiding principles, philosophy, and the basis for payment of remuneration to Directors, Key Managerial Personnel, and other employees. The policy also provides the criteria for determining qualifications, positive attributes, and Independence of the Director and criteria for appointment of Key Managerial Personnel / Senior Management while making the selection of the candidates. The same has been placed on the website of the company on https://mos-world.com/investor-relations .

17. Directors Responsibility Statements:

In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed.

b. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company for the year under review.

c. The directors have 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 have prepared the annual accounts on a going concern basis.

e. The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

18. Audit reports and Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Board at its meeting held on shorter notice on 23^rd August, 2025, based on the recommendation of the Audit Committee, appointed M/s. Bilimoria Mehta & Co., Chartered Accountants (FRN:101490W), as the Statutory Auditor of the Company for a term of 5 (five) consecutive years, from the conclusion of the 16^th Annual General Meeting (AGM) up to the conclusion of the 21^st AGM to be held in the year 2030.

Accordingly, the Statutory Auditors will hold office until the conclusion of the 21^st AGM of the Company. Your Directors recommend that the proposed resolution relating to the appointment of Statutory Auditors be passed by the requisite majority at the ensuing AGM.

They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

In terms of Section 204 of the Act and the Rules made thereunder, M/s. Pranay D. Vaidya & Co., Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company for a period of five years from the financial year 2024-25. The firm conducted the Secretarial Audit of the Company for the financial year 2024-25 and 2025-26 and subsequently resigned from the office of Secretarial Auditor due to other professional commitments.

Accordingly, M/s. Pooja M. Patel & Associates, Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company for the financial year 2026-27.

The M/s. Pranay D. Vaidya & Co., Secretarial Auditor have submitted their report, confirming compliance by the Company with all the provisions of applicable corporate laws. The Report does not contain any qualification, reservation, disclaimer or adverse remark.

1. delayed the filing of certain Forms MGT-14 in respect of resolutions passed at the meetings of the Board of Directors;

2. the Company did not make the requisite/separate disclosures pertaining to the resignation and appointment of the Statutory Auditors, however the disclosure was made together with Outcome of Board Meeting;

19. Disclosures under section 43(a)(ii) of the Companies Act 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1) (d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

In terms of Section 118(10) of the Companies Act, 2013, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government with respect to Meetings of the Board of Directors and General Meetings.

During the year under review, 0 complaint pertaining to sexual harassment at work place has been received by the Company.

23. Compliance with The Maternity Benefit Act 1961:

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

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

24. Gender-wise Composition of Employees:

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2026.

Male Employees: 123

Female Employees: 39

Transgender Employees: 0

25. Reporting of Frauds:

During the year under review, there have been no frauds reported by the Statutory Auditors of the Company under sub-section (12) of Section 143 of the Act.

26. Vigil Mechanism/Whistle Blower Policy:

The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is available on the website at httos://mos-world.com/investor- relations .

27. Risk Management:

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives which may threaten the existence of the Company. Major risks identified by the various functions are documented along with appropriate mitigating controls on a periodic basis.

28. Registrar and Share transfer Agent:

During the year under review, Skyline Financial Services Private Limited was the Registrar and Transfer Agent of the Company.

29. Familiarization Program for Independent Directors:

The Independent Directors are regularly informed during meetings of the Board and Committees on the business strategy, business activities and regulatory updates. The Directors when they are appointed are given a detailed orientation on the Company, industry, strategy, policies and Code of Conduct, regulatory matters, business, financial matters, human resource matters, and Corporate Social Responsibility initiatives of the Company.

30. Code of Conduct:

31. Internal Control system and their Adequacy:

32. Particulars of Contracts and Arrangements with the related parties:

Disclosure related to contracts/arrangements with related parties are as per AOC 2 - Annexure II

33. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings:

Conservation of energy, technology absorption, foreign exchange earnings and outgo are NIL during the year.

34. Industrial Relations:

During the year under review, your Company maintained cordial relationships with employees at all levels.

35. Details with reference to Subsidiary, Joint Ventures or Associate Company:

In accordance with the Companies Act, 2013, and the relevant rules, we provide the following details regarding our Subsidiary, Joint Venture, and Associate Companies for the financial year:

MOS Logconnect Private Limited: We have 95.5% Stake in MOS Logconnect Private Limited.

Indicore Infocomm Private Limited: We have 51% percent stake in Indicore Infocomm Private Limited.

JC Ventures Private Limited: It is our subsidiary, we have 91.25% Stake in JC Ventures Private Limited.

Samvriddhi Inclusive Growth network Private Limited: We have 92.48% Stake in Samvriddhi Inclusive Growth network Private Limited.

Our Company does not have any Joint Ventures in the financial year under review.

III. Associate Companies:

Our Company does not have any Joint Ventures in the financial year under review.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements along with other relevant documents, in respect of subsidiaries, are available on the website of the Company, on https://mos-world.com/investor-relations. The details of the business of key operating subsidiaries during FY 2025-26 are given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

36. Loans/Guarantee or Investments under provisions of sections 186 of the Companies act 2013:

Following are the details of Loans or investments by the Company during the FY 2025-26:

37. Corporate Social Responsibility:

The Board of Directors has approved the CSR Policy of the Company as formulated and recommended by the Board, which is available on the website of the Company at https://mos-world.com/investor-relations .

38. Other Information:

Your Directors hereby states 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. The Company has not accepted deposits covered under Chapter V of the Act;

2. No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and the companys operations in future.

3. Since the paid-up share capital of the Company exceeds ?25 Crore, the Company is required to comply, by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V are applicable to the Company. Hence Corporate Governance for the financial year under review is annexed to the annual report.

4. There are no employees who are in receipt of salary in excess of the limits prescribed under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

39. Disclosure under section 197(12) of the Companies act 2013 and other Disclosures as per rule 5 of Companies (Appointment & Remuneration) rules, 2014:

40. Acknowledgement:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.