Umiya Mobile Ltd Directors Report

DIRECTORS REPORT

Dear Members,

The Board of Directors ("Board") of UMIYA MOBILE LIMITED ("Company") with immense pleasure present their Fourteenth Annual Report on the business and operations of your Company for the financial year 2025-2026. This Report is being presented along with the audited financial statements for the year.

FINANCIAL PERFORMANCE

	(Amt Rs. in Thousand)
Financial Particulars	For the year ended March 31
	2026	2025
Revenue from operations	8,360,968.70	5,600,791.61
Other Income	483,217.06	411,961.44
Total revenues	8,844,185.76	6,012,753.05
Cost of Material Consumed	0	0
Purchase of Stock In Trade	8,641,135.65	5,894,220.66
Change in Inventories	(395,801.51)	(254,976.25)
Employee Benefit expense	63,736.82	48,933.92
Finance Costs	19,997.44	23,717.33
Depreciation and amortization expense	8,475.44	7,179.94
Other expenses	383,709.64	219,432.67
Total Expenses	8,721,253.48	5,938,508.28
Profit before tax	12,2932.28	74,244.77
Current Tax	31,132.69	19,279.68
Deferred tax	(86.69)	(116.06)
Excess/Short provision relating earlier year tax	(50.86)	12.76
Profit/Loss for the year	91,937.15	55,068.49

PERFORMANCE REVIEW

During the year, your company has achieved revenue from operation of Rs. 8,360,968.70 thousand as compared to previous year revenue from operation of Rs. 5,600,791.61 thousand. Profit after tax was Rs. 91,937.15 thousand during the year under review as compared to profit after tax of Rs. 55,068.49 thousand of previous year.

TRANSFER TO RESERVE

Pursuant to provisions of Section 134 of the Companies Act, 2013, the Company has not proposed to transfer any amount to the general reserves account of the Company during the year under review.

DIVIDEND

The Company has decided to sustain the growth in line with the long-term growth objectives of the company by retaining the profits and utilizing the same for opportunities in hand, therefore the company does not recommend any dividend.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There is no unpaid/unclaimed dividend amount lying with the Company, therefore the provisions of Section 125 of the Companies Act, 2013 do not apply.

AUTHORIZED SHARE CAPITAL

The authorized share capital of the company is Rs. 17,00,00,000 (Rupees Seventeen Crore Only) divided into 1,70,00,000 (One Crore Seventy Lakh) Equity Shares of Rs.10/- each.

During the year there is no change in Authorized Share Capital of the Company.

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

The issued, subscribed and paid-up share capital of the company is Rs.142,200,000 (Rupees Fourteen Crore Twenty-Two Lakhs Only) divided into 1,42,20,000 (One Crore Forty Two Lakh Twenty Thousand) Equity Shares of Rs.10/- each.

During the financial year under review, the Companys paid-up share capital increased from Rs.104,500,000 comprising 1,04,50,000 equity shares of Rs.10 each to Rs. 142,200,000, comprising 1,42,20,000 equity shares of Rs.10 each. The increase was on account of the Initial Public Offering (IPO) of 37,70,000 equity shares having a face value of Rs.10 each.

SIGNIFICANT AND MATERIAL ORDERS

During the year, there are no significant and material orders passed by the regulators or courts or tribunals.

INITIAL PUBLIC OFFER

During the period under review the company had come up with IPO of 37,70,000 Equity Shares of face value of Rs.10/- each fully paid for cash at a price of Rs.66/- per Equity Share including a premium of Rs.56/- per Equity Share) aggregating to Rs.2,448.60 Lakhs.

The Offer consisted fresh issue of 37,70,000 Equity Shares of face value of Rs.10/- each fully paid for cash at a price of Rs.66/- per Equity Share aggregating Rs.2,448.20 Lakhs.

LISTING OF EQUITY SHARES

Equity shares of the Company were listed on the BSE SME Platform on August 04, 2025. The BSE script code of the Company is 544464.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

CORPORATE GOVERNANCE

The Company practices a culture that is built on core values and ethical governance practices and is committed to transparency in all its dealings. Further, the provisions of Regulation 15 of SEBI (Listing Obligation & Disclosure Requirements), Regulation, 2015, exempt the Companies which have listed their specified securities on the SME Exchange to make the detailed disclosures in the Annual Report on the Corporate Governance as provided in Para C, D and E of Schedule V of SEBI (Listing Obligation & Disclosure Requirements), Regulation, 2015.

Since, the equity share capital of the Company is listed exclusively on the SME Platform of BSE and accordingly, The Company has not made detailed disclosures on the Corporate Governance in the Annual Report. However, The Company is in compliance to the extent of applicable sections of the Companies Act, 2013 with regard to Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with Regulation 34(2), read with Part B of Schedule V of the Listing Regulations, the Managements Discussion and Analysis ("MDA") Report giving the details on review of operations, performance, opportunities, and outlook of the Company forms an integral part of this Report and is annexed herewith as Annexure - V.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Directors:

The Companys Board of Directors comprises an optimum blend of Executive, NonExecutive and Independent Directors. The Chairperson of the Board is an Executive Director. As on March 31, 2026, the Board of directors comprises Six (6) Directors; One Managing Director, Two whole-Time Director and the remaining Three Independent Directors are as follows:

Name of Director	Category Cum Designat ion	Date of Original Appoint ment	Date of Appoint ment at current Term & designa tion	Total Direc tor Ships *	No. of Committee		No. of Shares held as on March 31, 2026
					in which Direct or is Memb er	in which Direct or is Chair man
Kishorbhai Premjibhai Jadwani	Chairman & Managing Director	31st December ,2012	22nd February ,2025	1	1	0	37,73,400
Girish Kumar Premjibhai Jadwani	Whole Time Director	31st December ,2012	22nd February ,2025	1	0	0	30,32,400
Vijesh Premjibhai Patel	Whole Time Director	31st December ,2012	22nd February ,2025	1	1	0	36,68,600
Vishwas Odhavjibh ai Sagparia	Independ ent Director	20th March, 2025	20th March, 2025	2	1	1
Bhavik Kishorbhai Nathavani	Independ ent Director	20th March, 2025	20th March, 2025	2	1	1
Komal Nishitbhai Ganatra	Independ ent Director	20th March, 2025	20th March, 2025	1	0	0
Piyush Jentibhai Dedakiya	Chief Financial Officer	11th March, 2025	11th March, 2025	NA	NA	NA
Vinay Bhojraj Karkera	Company Secretary & Complian ce Officer	20th March, 2025	20th March, 2025	NA	NA	NA

* Excluding Section 8 Company, Struck off Company, Amalgamated Company and LLPs.

** Committee includes Audit Committee, and Stakeholders Relationship Committee across all Public Companies including our Company.

B. Changes Occurred in the Board of Directors:

During the year under review:

No changes in composition of Board have occurred during the year under review.

Between the ends of the financial year to which these financial statements relate and the date of the report:

No changes in composition of Board have occurred between the ends of the financial year to which these financial statements relate and the date of the report.

C. Disclosure by Directors:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP-1, intimation under Section 164(2) i.e. in Form DIR-8 and declaration as to compliance with the Code of Conduct of the Company.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

D. Board Meetings:

During the current financial year, the Board of Directors of the Company duly met 10 (Ten) times on following dates:

Sr.No.	Date of Board Meetings
01.	03-04-2025
02.	02-06-2025
03.	13-06-2025
04.	21-06-2025
05.	17-07-2025
06.	22-07-2025
07.	31-07-2025
08.	11-11-2025
09.	25-12-2025
10.	23-02-2026

Proper notices were given and the proceedings were properly recorded and signed in the Minutes Book as required by the Articles of Association of the Company and the Act. Required quorum was present during each board meeting held during the year.

The details of attendance of each Director at the Board Meetings are given below:

Name of Director	Designation	No. of Meetings Entitled to Attend	No. of Meeting Attended
Kishorbhai Premjibhai Jadwani	Chairman & Managing Director	10	10
Girishkumar	Whole Time Director	10	10
Premjibhai Jadwani
Vijesh Premjibhai Patel	Whole Time Director	10	10
Vishwas Odhavjibhai Sagparia	Independent Director	10	10
Bhavik Kishorbhai Nathavani	Independent Director	10	10
Komal Nishitbhai Ganatra	Independent Director	10	10

E. Retirement by rotation and subsequent re-appointment

Mr. Girishkumar Premjibhai Jadvani (DIN: 06452836), Whole Time Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment.

Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The relevant details, as required of the person seeking re-appointment as Director under the Companies Act, 2013 and rules made thereunder and Secretarial Standard are also provided in Notes to the Notice convening the 14^th Annual General meeting.

F. Key Managerial Personnel (KMPs):

As on March 31, 2026, Your Company has the following Key Managerial Personnel (KMPs):

Name of Director	Category Cum Designation	Date of Original Appointment	Date of Appointment at current Term & designation	No. of Shares held as on March 31, 2026
Kishorbhai Premjibhai Jadwani	Chairman & Managing Director	31st December,201 2	22nd February,2025	37,73,400
Girish Kumar Premjibhai Jadwani	Whole Time Director	31st December,201 2	22nd February,2025	30,32,400
Vijesh Premjibhai Patel	Whole Time Director	31st December,201 2	22nd February,2025	36,68,600
Piyush Jentibhai Dedakiya	Chief Financial Officer	11th March, 2025	11th March, 2025
Vinay Bhojraj Karkera	Company Secretary & Compliance Officer	20th March, 2025	20th March, 2025

DIRECTORS RESPONSIBILITY STATEMENT

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

a) In preparation of annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

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

d) The Directors had prepared the annual accounts for the year ended March 31, 2026 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

BOARD COMMITTEES

The Board of Director has constituted following Committees vide Board Resolution passed on 22^nd March, 2025:

Audit Committee

Nomination And Remuneration Committee

Stakeholders Relationship Committee

Audit Committee

An audit committee is a group of board members within a company that oversees the financial reporting, risk management, and internal controls of the organization. They ensure the accuracy and reliability of financial statements and that the company complies with relevant laws and regulations. Composition of the Audit Committee as follows:

Name of the Directors	Nature of Directorship	Designation in Committee
Vishwas Odhavjibhai Sagparia	Non-Executive Independent Director	Chairman
Bhavik Kishorbhai Nathavani	Non-Executive Independent Director	Member
Kishorbhai Premjibhai Jadwani	Chairman & Managing Director	Member

During the year Audit Committee met 05 (Five) times:

Sr. No.	Date of Audit Committee Meeting
01	21-06-2025
02	17-07-2025
03	31-07-2025
04	11-11-2025
05	23-02-2026

Required quorum is present during each meeting of the Audit Committee.

Name of the Directors	Nature of Directorship	Designation in Committee	Particulars of Meetings
			No. of Meetings entitled to attend	No. of Meetings Attended
Vishwas Odhavjibhai Sagparia	Non-Executive Independent Director	Chairman	05	05
Bhavik Kishorbhai Nathavani	Non-Executive Independent Director	Member	05	05
Kishorbhai Premjibhai Jadwani	Chairman & Managing Director	Member	05	05

Nomination and Remuneration Committee

A Nomination and Remuneration Committee (NRC) is a board-level committee responsible for developing and recommending policies related to director and executive compensation, as well as identifying and evaluating potential board members and senior management. It plays a crucial role in corporate governance by ensuring fair and transparent compensation practices and helping to build a strong leadership team. Composition of the Nomination and Remuneration Committee:

Name of the Directors	Nature of Directorship	Designation in Committee
Vishwas Odhavjibhai Sagparia	Non-Executive Independent Director	Chairman
Bhavik Kishorbhai Nathavani	Non-Executive Independent Director	Member
Komal Nishitbhai Ganatra	Non-Executive Independent Director	Member

During the year, the Nomination and Remuneration Committee met 1 (one) time as on June 21, 2025, where required quorum was present in the meeting of Nomination and Remuneration Committee.

Name of the Directors	Nature of Directorship	Designation in Committee	Particulars of Meetings
			No. of Meetings entitled to attend	No. of Meetings Attended
Vishwas Odhavjibhai Sagparia	Non-Executive Independent Director	Chairman	1	1
Bhavik Kishorbhai Nathavani	Non-Executive Independent Director	Member	1	1
Komal Nishitbhai Ganatra	Non-Executive Independent Director	Member	1	1

Companys policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 is covered under the Policy on NRC [Nomination and Remuneration Committee] and the Policy of NRC can be accessed on the Company website: https://umiyamobile.com/wp- content/uploads/2025/04/Nomination_and_Remuneration_Policy_Done.pdf

Stakeholders Relationship Committee

A Stakeholders Relationship Committee (SRC) is a committee formed by a companys Board of Directors to manage and improve relationships with stakeholders, particularly shareholders and other security holders. Its main objective is to address and resolve their grievances. It is a mandatory committee for companies with a significant number of security holders. Composition of the Stakeholders Relationship Committee:

Name of the Directors	Nature of Directorship	Designation in Committee
Bhavik Kishorbhai Nathavani	Non-Executive Independent Director	Chairman
Vishwas Odhavjibhai Sagparia	Non-Executive Independent Director	Member
Vjesh Premjibhai Patel	Whole Time Director	Member

During the year, the Stakeholders Relationship Committee met 1 (one) time as on November 11, 2025, where required quorum was present in the meeting of Nomination and Remuneration Committee.

Name of the Directors	Nature of Directorship	Designation in Committee	Particulars of Meetings
			No. of Meetings entitled to attend	No. of Meetings Attended
Bhavik Kishorbhai Nathavani	Non-Executive Independent Director	Chairman	1	1
Vishwas Odhavjibhai Sagparia	Non-Executive Independent Director	Member	1	1
Vijesh Premjibhai Patel	Whole Time Director	Member	1	1

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was formed on June 21, 2025, at the duly convened meeting of the Board of Directors of the Company. The Corporate Social Responsibility committee of the Board of directors was constituted in conformity with the requirements of Section 135 of the Act.

The Committee monitors the implementation of the CSR Policy from time to time.

The Company Secretary of the Company acts as a Secretary to the Corporate Social Responsibility Committee. Composition of the Corporate Social Responsibility Committee as follows:

Name of the Directors	Nature of Directorship	Designation in Committee
Kishorbhai Premjibhai Jadwani	Chairman & Managing Director	Chairman
Vijesh Premjibhai Patel	Whole Time Director	Member
Bhavik Kishorbhai Nathavani	Non-Executive Independent Director	Member

During the year, the Corporate Social Responsibility Committee met 1 (one) time as on February 23, 2026, where required quorum was present in the meeting of Corporate Social Responsibility Committee.

Name of the Directors	Nature of Directorship	Designation in Committee	Particulars of Meetings
			No. of Meetings entitled to attend	No. of Meetings Attended
Kishorbhai Premjibhai Jadwani	Chairman & Managing Director	Chairman	1	1
Vijesh Premjibhai Patel	Whole Time Director	Member	1	1
Bhavik Kishorbhai Nathavani	Non-Executive Independent Director	Member	1	1

The Policy on CSR [Corporate Social Responsibilities] can be accessed on the Company website:

https://umiyamobile.com/corporate-policies/

The Annual Report on CSR activities is appended under Annexure-IV to the Boards Report.

BOARDS POLICIES

The Board has formulate various policies. It is set of written guidelines that provide direction for an organizations operations, ensuring alignment with its values and goals. They outline the boards expectations, rules, and regulations, guiding decision-making and actions at all levels. These policies are crucial for effective governance, risk management, and achieving desired organizational outcomes. Followings are policies formed by the Board which can be accessed at companys website i.e. https://umiyamobile.com/corporate-policies/ :

> Code of Conduct for Directors and Senior Management

> Code of Practices and Procedures for Fair Disclosure of Unpublished - Price Sensitive Information;

> Criteria or Policy for making payments to NED

> Dividend Distribution Policy

> Familiarization Program for Independent Directors

> Nomination and Remuneration Policy

> Policy on Preservation and Archival of Companys Documents

> Policy for Group Company

> Policy on Determination of Materiality Done

> Policy on Materiality of Related Party Transactions

> Policy on prevention of Sexual Harrasement at workplace POSH Done

> Prohibition of Insider Trading Policy

> Terms conditions of Appointment of Independent Directors

> Vigil Mechanism/Whistle Blower Policy for Directors

DECLARATION OF INDEPENDENT DIRECTORS

In terms of the provisions of section 149 of the Act and the Listing Regulations, 2015, the independent directors on the Board of your Company as on the date of this report are Mr. Vishwas Odhavjibhai Sagparia, Mr. Bhavik Kishorbhai Nathavani, Mrs. Komal Nishitbhai Ganatra.

The Company has received declaration pursuant to section 149(7) of the Act and regulation 25 of the Listing Regulations, 2015 from all the independent directors stating that they meet the criteria of independence as provided in section 149(6) of the Act read with regulations 16 and 25 of the Listing Regulations, 2015.

The independent directors have also confirmed compliance with the provisions of section 150 of the Act read with rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, relating to inclusion of their name in the independent directors databank of the Indian Institute of Corporate Affairs.

The Board of Directors of your Company have taken on record the said declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same in terms of regulation 25 of the Listing Regulations, 2015.

In the opinion of the Board, the independent directors fulfil the conditions specified in the Act as well as the Rules made thereunder read with the Listing Regulations, 2015 and have complied with the code for independent directors prescribed in Schedule IV to the Act.

As required under the provisions of Schedule IV of the Listing Regulations, a separate meeting of Independent Director was held on November 11, 2025, for transacting the stipulated business. The meeting chaired by Mr. Bhavik Kishorbhai Nathavani was attended by Mr. Vishwas Odhavjibhai Sagparia and Mrs. Komal Nishitbhai Ganatra. The Independent Director discussed matters pertaining to the Companys affairs and functioning of the Board and the evaluation of fellow Board Members.

Statement by the board with regard to integrity, expertise and experience of the independent directors

The Board of Directors is satisfied about the Integrity, Expertise and Experience including proficiency of the Independent Directors has been appointed during the Financial Year under review in the Board of Directors of the Company and Independent Directors has complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

Performance Evaluation of the Board, its Committees and Individual Directors

The Board has established a formal mechanism for evaluating the performance of the Board as a whole, its committees, individual Directors and the Chairman of the Board.

In accordance with the provisions of the Companies Act, 2013, the annual evaluation process was duly conducted. The evaluation was carried out using structured questionnaires, formulated in line with the Companys Policy on Performance Evaluation and Remuneration of Directors.

The evaluation process covered various aspects of the Board and Committees functioning including their composition, experience, competencies, performance of specific duties, obligations, governance issues, attendance and contribution of individual Directors and the effective exercise of independent judgement.

Familiarisation Program for Independent Directors

Regular interactions were held between statutory and internal auditors and independent Directors. Monthly / quarterly updates on relevant statutory, regulatory changes were circulated to the Directors.

The Directors were also informed of key developments in the Company. Learning and development sessions for Independent Directors are conducted, as may be required on relevant business topics. The internal newsletters of the Company, the press releases, news in media about the Company are circulated to all the Directors so that they are updated about the operations of the Company. Certain programmes / activities are merged with the Board/Committee Meetings to suit the convenience of Directors.

GENERAL MEETINGS

During the year under review, the following General Meetings were held, the details of which are given as under:

Sr. No.	Date of General Meetings
01.	19-07-2025

AUDITOR Statutory Auditor

The Board of Directors, based on the recommendation of the Audit Committee, has recommended the appointment of M/s. HAY & Associates LLP, Chartered Accountants (Firm Registration No. 104106W), Peer Reviewed Firm, as the Statutory Auditors of the Company, in place of the retiring auditors M/s S A D P & Co., Chartered Accountants, for a term of 05 (Five) consecutive years, from the conclusion of the ensuing Annual General Meeting until the conclusion of the 19^th Annual General Meeting of the company, subject to the approval of the members of the Company.

M/s. HAY & Associates LLP, Chartered Accountants have given their consent to act as the Auditors of the Company and have confirmed that the said appointment, if made, will be in accordance with the conditions prescribed under Sections 139 and 141 of the Act.

M/s. HAY & Associates LLP, Chartered Accountants, have confirmed that they have not been disqualified to act as Statutory Auditors of the Company and that their appointment is within the maximum ceiling limit as prescribed under Section 141 of Companies Act, 2013 / relevant statute.

Internal Auditors

M/s D A KAMANI & ASSOCIATES, Chartered Accountants, were appointed as an Internal Auditor of the Company for the Financial Year 2025-2026 at remuneration as may be mutually agreed between the Internal Auditor and Board of Directors.

The Company has appointed, M/s D A KAMANI & ASSOCIATES, Chartered Accountants, as an Internal Auditor of the Company for the financial year 2026-2027.

Maintenance of Cost Record

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintenance is not applicable on the company.

Secretarial Audit Report

As pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of SEBI Listing Regulations, and under approval of the shareholders obtained at the 13^th Annual General Meeting of the Company held on July 19, 2025, M/s K.P. Ghelani & Associates, Company Secretaries (Mem No. A33400) were appointed to undertake the Secretarial Audit of the Company for a period of five (5) years from Financial year 2025- 2026 to Financial Year 2029-2030.

Annexure - III contains the Secretarial Audit Report in Form MR-3 for the Financial Year ended March 31, 2026. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) during the year under review. There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditor. In terms of Section 118(10) of the Act, the Company is compliant to the Secretarial Standards issued by the ICSI. Board Meetings, General Meetings, and systems as such were adequate and operating effectively.

Secretarial Standards of ICSI

Pursuant to provisions of section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by The Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs, wherever applicable.

Details Regarding Frauds Reported By Auditors under Section 143(12) Of the Act

In terms of the provisions of section 143(12) of the Act read with rule 13 of the Companies (Audit and Auditors) Rules, 2014, during the year under review, the auditors have not reported any frauds to the Audit Committee or to the Board and therefore, no details pursuant to the provisions of section 134(3)(ca) of the Act are required to be disclosed. Further the Auditors Report being self - explanatory does not call for any further comments from the Board of Directors.

PARTICULARS OF EMPLOYEE

None of the Employee has Received Remuneration Exceeding the Limit as Stated in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed details are mentioned in Annexure - II. In line with Section 136 of the Act, this Annual Report is being sent to the members and others entitled thereto without information and details of employees. The particulars are available for inspection by members during business hours on working days at the registered office of the Company up to the date of the ensuing AGM.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from the public and it is therefore not required to comply with the requirement under Non-Banking Non-Financial Companies (Reserve Bank) Directions, 1996 and Companies (Acceptance of Deposits) Rules, 1975.

FINANCE

During the period up to this report, company has been utilizing cash credit/term loan facilities from the Bank and the Company has been regular in payment of interest as well as instalments as per schedule to Banks.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

RISK MANAGEMENT POLICY

The Company has adopted proper Risk Management Policy which in the opinion of the Board is adequate and working effectively.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year the Company has not come across any fraud or financial irregularity or any material risk event which may threaten the existence of the Company.

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

The Company has in place a Policy against Sexual Harassment at workplace in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Complaints Committee has been set-up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. No complaints were received by the Committee during the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013

During the year under review:

All contracts/arrangements/transactions entered into by the Company with related parties during the financial year were on an Arms Length basis and in the Ordinary Course of Business. The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is attached as Annexure- I forms part of this Report.

The details of the related party transactions for the financial year 2025-2026 is given in notes of the financial statements which is part of Annual Report.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at https://umiyamobile.com/corporate-policies/.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013, the Company has established a "Vigil Mechanism" incorporating whistle blower policy in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for employees and Directors of the Company, for expressing the genuine concerns of unethical behaviour, actual or suspected fraud or violation of the codes of conduct by way of direct access to the Chairman/ Chairman of the Audit Committee. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Policy on Vigil Mechanism and whistle blower policy as approved by the Board may be accessed on the Companys website at the link

https://umiyamobile.com/wp- content/uploads/2025/04/Vigil_Mechanism_Whistler_Blower_Policy_Done.pdf

HUMAN RESOURCES DEVELOPMENT

Your Company continues to take new initiatives to further align its HR policies to meet the growing needs of its business. People development continues to be a key focus area of the Company. The industrial relations in all the units of the Company remained cordial and peaceful throughout the year.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

i. CONSERVATION OF ENERGY:

The operations of the Company are not energy-intensive in nature. Nevertheless, the Company remains committed to the efficient utilization and conservation of energy across its offices and warehouse facilities. During the year, the Company continued to focus on energy conservation through regular monitoring of energy consumption, adoption of energy-efficient equipment wherever feasible, preventive maintenance of electrical systems, and optimization of warehouse and office operations. The Company will continue to evaluate and implement practical energy saving initiatives as part of its commitment to sustainable and responsible business practices.

Steps taken or impact on conservation of energy:

The Company remains conscious of energy conservation and continues to undertake measures for the efficient utilization of energy in its day-to-day operations, including regular monitoring of energy consumption, preventive maintenance of electrical systems, adoption of energy-efficient equipment wherever feasible, and optimization of warehouse and office operations.

Steps taken by the Company for utilizing alternate sources of energy: Nil

Capital investment on energy conservation equipment: Nil

ii TECHNOLOGY ABSORPTION:

As a brand-driven global company, the Company continues to leverage technology to strengthen its product development, supply chain, and overall business operations. During the year, the Company enhanced the use of digital tools for product design and continued to evaluate automation, artificial intelligence, data analytics, and digital collaboration platforms to improve decision-making, operational efficiency, and scalability.

The management remains committed to adopting appropriate technologies that support innovation, enhance competitiveness, and create long-term value for all stakeholders.

Efforts made towards technology absorption: Adoption and utilization of appropriate information technology systems, digital tools for product design, business operations and process management, along with evaluation of automation, artificial intelligence, data analytics and digital collaboration platforms to improve operational efficiency and business scalability.

The benefits derived like product improvement, cost reduction, product development or import substitution: Improved operational efficiency, better process management, enhanced product development capabilities, informed decision-making, improved customer service, effective business administration and increased scalability.

Information regarding technology imported during last three years: Nil

The expenditure incurred on Research and Development: Nil

FOREIGN EXCHANGE EARNING AND OUTGO:

Information as per Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to foreign exchange earnings and outgo are given as under:

Particulars	2025-2026	2024-2025
Foreign Exchange earned during the year	00	00
Foreign Exchange outgo during the year	00	00

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANY

During the year under review, the Company does not have any Subsidiaries, associate or joint venture.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the Financial Year 2025-2026, neither any application has been made nor any proceeding are initiated against and/or by the Company under the Insolvency and Bankruptcy Code, 2016.

EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

As provided under Section 92(3) of the Act, the extract of annual return is available on Companys website i.e.www.umiyamobile.com for the kind perusal and information, which forms part of this report.

Your directors place on records 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 acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

By Order of the Board of Directors
For, UMIYA MOBILE LIMITED
KISHORBHAI JADWANI	GIRISHKUMAR JADVANI
MANAGING DIRECTOR	WHOLE TIME DIRECTOR
DIN: 06460690	DIN: 06452836
DATE: SEPTEMBER 02, 2026
PLACE: RAJKOT