Vinit Mobile Ltd Directors Report

Dear Shareholders,

It is with great pride and pleasure that we welcome you to the Vinit mobile family of shareholders and present the first Boards Report of Vinit Mobile Limited following the listing of our equity shares. The listing of the

Company marks a significant milestone in our journey and represents not merely a new phase of growth, but also the beginning of a greater responsibility towards our shareholders and the wider stakeholder community. We deeply value the confidence reposed in the Company and its management and remain committed to earning this trust through responsible governance, consistent performance and sustainable growth. The Board of Directors hereby submits the report of the business and operations of Vinit Mobile Limited ("the Company"), along with the audited financial statements, for the financial year ended March 31, 2026.

BUSINESS OVERVIEW

The Company was incorporated as "Tanya Silk Mills Private Limited" bearing Certificate of Incorporation

Number U17120GJ2011PTC065617 under the provisions of the Companies Act, 1956 vide Certificate of Incorporation dated May 26, 2011, issued by the Assistant Registrar of Companies, Gujarat, Dadra and Nagar Havelli. Following the change in promoters and management to Mr. Vinit Jalan and Mrs. Shweta Jalan on January

20, 2020, the Company was renamed "Vinit Mobile Private Limited," bearing a new Certificate of Incorporation Number U51100GJ2011PTC065617 under the provisions of the Companies Act, 2013 vide Certificate of Incorporation dated March 13, 2020, was issued by the Registrar of Companies, Ahmedabad. Further, upon the conversion of our Company into a public limited Company, the name of our Company was changed to "Vinit Mobile Limited" and a fresh Certificate of Incorporation dated May 21, 2025 was issued by the Registrar of Companies, Centre Processing Centre, Manesar. The Corporate Identification Number of our Company is U51100GJ2011PLC065617.

The Company is currently based in the Surat district of Gujarat and the Jaipur district of Rajasthan and operates in the multi-brand mobile retail segment, offering a wide range of mobile phones, tablets, and related accessories. While the Company was incorporated earlier, its present business operations commenced in FY 2022 23 following a change in management. The Company manages 35 Company-owned retail stores across the Surat district and Jaipur district, including locations such as Pandesara, Kadodara, Sachin, Amroli, Hazira, Sayan, Saroli, Nilgiri, and Jaipur.

Our Company is led by its Promoter, Chairman and Managing Director, Mr. Vinit Jalan, who possesses over 20 years of experience in the mobile retail industry. His extensive industry knowledge and leadership have played a significant role in shaping the Companys operational framework and business strategies. His experience provides the Company with a strategic advantage in managing and expanding its retail operations.

Our Company offers a comprehensive range of mobile handsets from most of the leading brands available in India, including Apple, OnePlus, Motorola, Samsung, Vivo, Oppo, Realme, and Xiaomi, among others. In addition to smartphones, our retail stores stock a wide range of mobile-related products such as tablets, data cards, and accessories including earphones, chargers, power banks, screen guards, and mobile covers. These products are made available under one roof through our network of 35 retail outlets, enabling customers to meet their complete mobile technology requirements conveniently.

Our Company follows a Company-Owned and Company-Operated ("COCO") business model, under which all retail stores are owned and directly managed by the Company. This model enables the Company to maintain uniform operating standards across its retail network by exercising direct control over store operations, including recruitment and training of personnel, inventory planning and replenishment, pricing and promotional activities, and customer service procedures. The COCO model supports operational consistency and enhances the overall customer experience.

To improve customer convenience and affordability, our Company has established arrangements with various financial institutions, including Bajaj Finserv, HDB Financial Services, and TVS Credit, to facilitate point-of-sale financing and Equated Monthly Instalment (EMI) options, subject to customer eligibility and approval by the respective financial institutions. These financing arrangements enable customers to purchase products through flexible payment options.

Our Company also provides after-sales assistance for mobile phones and accessories sold through its retail stores. Such assistance includes facilitating customers access to authorized service centres for maintenance, repairs, and warranty-related services. All mobile phones and accessories are sold with standard manufacturer warranties. The Company coordinates with suppliers and authorized service centres to address customer complaints relating to defective products in accordance with the applicable warranty terms. In addition, the Company offers free home delivery for selected purchases and periodically undertakes promotional campaigns during festive seasons, including discounts and cashback offers, subject to applicable terms and conditions.

Apart from its retail-focused business, our Company also pursues Business-to-Business (B2B) sales opportunities by supplying mobile handsets and accessories in bulk quantities to small and mid-sized retailers as well as corporate customers. While the Companys primary business model remains Business-to-Consumer (B2C), these bulk transactions provide an additional revenue stream, enable efficient utilization of resources, and strengthen commercial relationships with distributors and brand partners. Higher-volume procurement also enhances the Companys ability to negotiate more favourable commercial terms with key distributors and manufacturers.

Looking ahead, our Company intends to explore expansion opportunities across regional markets in India. Leveraging the experience and industry expertise of its Promoter, Chairman and Managing Director, Mr. Vinit Jalan, the Company has applied for and/or secured certain trademarks and logos, including "VR Mobile", "Vinit

Mobile Pvt. Ltd", "UP Wala Mobile", "JALAN Mobile", "RJ Mobile", "GJ Mobile", "Vinit", and "6G Mobile" for use in specific states. These trademarks are intended to support the Companys future regional branding and expansion initiatives, subject to business considerations and applicable regulatory requirements.

FINANCIAL YEAR 2025-26 AT GLANCE

Financial Highlights ( In Lakh)

Particulars	Year ended March 31, 2026	Year ended March 31, 2025
Revenue from Operations	7,190.97	5,998.35
Other Income	85.66	64.36
Total Income	7,276.63	6,062.71
Less: Operating Expenses	6,390.03	5,489.81
Earnings before Depreciation, Interest and Tax	886.60	572.90
Less: Depreciation and Amortization Expenses	27.26	9.05
Less: Finance Costs	79.87	36.00
Earnings before Tax	779.47	527.85
Less: Tax expenses	209.80	133.72
Less: Deferred Tax	4.20	0.68
Net Profit/(Loss) After Tax	573.87	394.81

FINANCIAL PERFORMANCE

During the year under review, the Company delivered a strong improvement in its overall financial performance. the Company has earned total income of 7276.63 Lakhs as against the total income of 6062.71 Lakhs of previous year which states 20.02% increase in the total income as compared to previous year, supported by growth in revenue from operations and a significant increase in other income

The profit before tax in the financial year 2025-26 stood at 779.47 Lakhs as compared to profit of 527.85 Lakhs for last year which state 47.67% increase in Profit before tax and net profit after tax stood at 573.87 Lakhs as compared to profit of 394.81 Lakhs for the previous year which state 45.35% increase in profit of the Company.

Overall, FY 2025-26 was a year of healthy revenue growth and substantial improvement in profitability, demonstrating the Companys continued focus on operational efficiency, better price realisation, disciplined cost management and profitable growth.

FINANCIAL STATEMENTS

The audited financial statements of the Company drawn up both on standalone basis, for the financial year ended March 31, 2026, in accordance with the requirements of the accounting standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014 and other accounting principles.

DIVIDEND

With a view to conserve and save the resources for future prospect of the Company, your directors regret to declare dividend for the financial year 2025-26 (Previous Year Nil).

TRANSFER TO GENERAL RESERVE

Your Directors do not propose to transfer any amount to the General Reserves. Accordingly, the entire net profit for the year, after appropriations, shall be retained in the surplus and carried forward in the Balance Sheet.

CHANGE IN NATURE OF BUSINESS

The Company has been engaged in the business of buying, selling, reselling, importing, exporting, transporting, storing, developing, promoting, marketing or supplying, trading, reassembling of mobile, mobile related accessories, TV, Refrigerator or any other electronic items and their accessories, dealing in any manner whatsoever on retail as well as on wholesale basis in India or elsewhere. During the year under review, there was no change in the nature of business or principal business activities of the Company. The Company continued to carry on its business in accordance with the main objects specified in its Memorandum of Association.

CHANGE IN NATURE OF CONSTITUTION

With a view to issuance of shares in initial public offering (IPO) and to get the benefit of listing, the board of directors, at its meeting held on May 13, 2025, agreed to convert the company into public company which was further approved by members of the company in their Extra-ordinary General Meeting held on May 15, 2025. Pursuant to conversion, a fresh certificate of incorporation was issued by the Registrar of Companies, Ahmedabad dated May 21, 2025.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUNDS (IEPF)

The provision of Section 125 of Companies Act, 2013 is not applicable to the company as the company has not declared any dividend to its shareholders.

INITIAL PUBLIC OFFERING (IPO) AND LISTING

The Company successfully completed its Initial Public Offering (IPO) of equity shares. The IPO consisted of a fresh issue of 2160000 equity shares at the Issue Price of 158 each, aggregating to 34,12,80,000. The Issue was approved by the shareholders in their Annual General Meeting held on September 22, 2025. Further, the company has obtained an in-principle for the proposed public issue from National Stock Exchange of India Limited ("NSE EMERGE") on March 17, 2026. The issue was open for subscription from June 30, 2026 to July 02, 2026 and received an overwhelming response from investors across categories including Qualified Institutional Buyers (QIBs), Non-Institutional Investors (NIIs), and Retail Individual Investors (RIIs).

Pursuant to the successful completion of the IPO, the equity shares of the Company were listed on National Stock

Exchange of India Limited ("NSE or NSE EMERGE") Platform on July 07, 2026.

The net proceeds from the fresh issue have been/will be utilized for the following purposes as stated in the offer document:

1. Set up cost of New Stores;

2. Working Capital;

3. General Corporate Purpose.

The required disclosures with respect to the allotment of equity are as follows:

Description	Particulars
Date of issue and allotment of shares	Date of issue: June 30, 2026 to July 02, 2026;
	Date of allotment: July 03, 2026
Method of allotment	public issue
Issue price	158.00
Conversion price	NA
number of shares allotted or to be allotted in case the right or option is exercised by all the holders of such securities	0
number of shares or securities allotted to the promoter group (including shares represented by depository receipts)	0
in case, shares or securities are issued for consideration other than cash, a confirmation that price was determined on the basis of a valuation report of a registered valuer	NA

SHARE CAPITAL

During the year under review, following changes were carried out in the authorized and paid-up share capital of the Company:

Authorized Capital

The Authorized Share capital of the company stood at 8,00,00,000/- (Rupees Eight Crore Rupees Only) divided into 8000000 (Eighty Lakhs) equity shares of 10/- (Rupees Ten Only).

During the year under review, the Authorized Share Capital of the Company has been increased from 1,00,00,000/- (Rupees One crore Only) divided into 1000000 equity shares of 10/- (Rupees Ten Only) to 8,00,00,000/- (Rupees Eight Crore Rupees Only) divided into 8000000 (Eighty Lakhs) equity shares of 10/- (Rupees Ten Only) and the relevant clause of the Memorandum of Association was amended accordingly, vide special resolution passed in the Annual General Meeting held on September 22, 2025. There was no change in the Authorised Share Capital after the close of the financial year.

Issued, Subscribed & Paid-up Capital

During the year under review, with a view to capitalize the free reserves and to rationalize the capital structure, the members of the company, vide Special resolutions passed in the Extra-Ordinary General Meeting held on October 14, 2025, approved issuance of 4000000 (Forty Lakhs) bonus equity shares in the ration of 400:1 (i.e. Four hundred bonus fully paid-up new equity share of 10/- for every One fully paid-up equity shares of 10/- each held) to existing shareholders. Accordingly, as at March 31, 2026, the Issued, Subscribed and Paid-up Share Capital stood at 401.00 lakhs, comprising 4010000 Equity Shares of 10 each Subsequent to the close of the financial year, the Company successfully completed its Initial Public Offer of 21,60,000 Equity Shares of 10 each at an issue price of 158 per Equity Share, comprising a fresh issue of 21,60,000 Equity Shares aggregating to 3,412.80 lakhs. The Equity Shares were allotted on July 03, 2026 and were subsequently listed on the SME Platform of BSE Limited w.e.f. July 07, 2026

At present, the Issued, subscribed and paid-up Capital of the Company is 6,17,00,000/- (Rupees Six Crore Seventeen Lacs Only) divided into 61,70,000 Equity Shares of 10 each.

The entire Paid-up Equity shares of the Company are listed at Emerge Platform of National Stock Exchange of India Limited ("NSE or NSE EMERGE").

Details under section 67(3) of the Companies Act, 2013 (hereinafter referred to as ‘the act) in respect of any scheme of provisions of money for purchase of own shares by employees or by trustees for the benefit of employees:

There were no such instances during the year under review.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Constitution of Board

The composition of Board complies with the requirements of the Companies Act, 2013. The Company has the optimum combination of executive and non-executive Directors in compliance with the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, the Articles of Association of the company as also the applicable provisions, if any, of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended.

As on date of this report, the Board of the Company comprises of Five Directors out of which one is Promoter Managing Director, One is Promoter Non-Executive Director and Three are Non-Promoter Non-Executive Independent Directors. As on the date of this report, the Board comprises following Directors.

Name of Director	Category	Date of Appointme nt at current term	Total Directors hip in other Compani es	Directorshi p in other Listed Companies excluding our Company	No. of Committee^		No. of Shares held as on March 31, 2026
					in which Director is Member	in which Director is Chairman
Mr. Vinit Ravi Shankar Jalan @	Promoter Chairman and Managing Director	September 22, 2025	1	-	2	0	1996980 Equity Shares
Mrs. Shweta Jalan	Promoter Non- Executive Director	January 22, 2020	1	-	1	1	1435580 Equity Shares
Mr. Vinaykumar Vinodchandr a Tailor #	Independent Director	May 15, 2025	-	-	1	0	Nil
Mr. Sanjay Jorsangbhai Vegad *	Independent Director	September 22, 2025	-	-	1	0	Nil
Mr. Aditya Vikrambhai Patel *	Independent Director	September 22, 2025	6	5	1	1	Nil

~ Excluding LLP, Foreign Companies, Section 8 Companies & struck off Companies.

^ Committee includes Audit Committee and Shareholders Grievances Committee across all Public Companies @ Change in designation from Director to Managing Director w.e.f. September 22, 2025. @ Change in designation from Director to Chairman w.e.f. October 14, 2025. # Appointed w.e.f. May 15, 2025 * Appointed w.e.f. September 22, 2025

None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Companies. None of the Director of the Company is holding position as Independent Director in more than 7 Listed Companies. Further, none of the Directors of the Company is disqualified for being appointed as a Director pursuant to Section 164 (2) of the Companies Act, 2013.

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 Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Board Meeting

Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly results of the Company. Additional Board meetings are convened to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 18 ( Eighteen) times viz; April 14, 2025; April 29, 2025; May 07, 2025; May 13, 2025; June 24, 2025; June 28, 2025; July 31, 2025; August 30, 2025; September 25, 2025, October 14, 2025, November 10, 2025, November 26, 2025, December 06, 2025, December 10, 2025; December 25, 2025; January 05, 2026, February 09, 2026, and March 16, 2026.

The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below.

Name of Director	Mr. Vinit Ravi Shankar Jalan	Mrs. Shweta Jalan	Mr. Vinaykumar Vinodchandra Tailor #	Mr. Sanjay Jorsangbhai Vegad *	Mr. Aditya Vikrambhai Patel *
Number of Board Meeting held	18	18	18	18	18
Number of Board Meetings Eligible to attend	18	18	14	10	10
Number of Board Meeting attended	17	17	14	10	10
Presence at the previous AGM	Yes	Yes	Yes	Yes	Yes

# Appointed w.e.f. May 15, 2025. * Appointed w.e.f. September 22, 2025.

Changes in Directors

On the recommendation of board of the company, Mr. Vinaykumar Vinodchandra Tailor (DIN: 11082457) has been appointed as Non-Executive Independent Director w.e.f. May 15, 2025 in the board meeting held on May 13, 2025. Further, his appointment has been approved in the Extra-Ordinary General Meeting of the company held on May 15, 2025 for the period of five years w.e.f. May 15, 2025, not liable to retire by rotation.

On the recommendation of board of the company, Mr. Aditya Vikrambhai Patel (DIN: 09121052) has been appointed as Non-Executive Independent Director w.e.f. September 22, 2025 in the Board Meeting held on August 30, 2025. Further, his appointment has been approved in the Annual General Meeting of the company held on September 22, 2025 for the period of five years w.e.f. September 22, 2025, not liable to retire by rotation.

On the recommendation of board of the company, Mr. Sanjay Jorsangbhai Vegad (DIN: 11082461) has been appointed as Non-Executive Independent Director w.e.f. September 22, 2025 in the Board Meeting held on August 30, 2025. Further, his appointment has been approved in the Annual General Meeting of the company held on September 22, 2025 for the period of five years w.e.f. September 22, 2025, not liable to retire by rotation.

Further, on the recommendation of the board of the company and subject to approval of members of the company, has been appointed as Managing Director of the Company w.e.f. September 22, 2025 in the Board Meeting held on August 30, 2025. Accordingly, shareholders of the Company have, in its Annual General Meeting held on September 22, 2025, approved his appointment as Managing Director of the Company. In continuation of the approval of the Members of the Company at their Annual General Meeting held on 22nd September, 2025, appointing Mr. Vinit Ravi Shankar Jalan (DIN: 08666210) as the Managing Director of the Company for a period of five years from 22nd September, 2025 to 21st September, 2030, and pursuant to the provisions of the Companies Act, 2013 and the Articles of Association of the Company, the Board hereby re-designates Mr. Vinit Ravi Shankar

Jalan as the "Chairman and Managing Director" of the Company with effect from 14^th October, 2025.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Vinit Ravi Shankar Jalan (DIN: 08666210), Managing Director of the Company retires by rotation at the ensuing Annual General Meeting. He, being eligible, has offered himself for re-appointment as such and seeks reappointment. The Board of Directors recommends his appointment on the Board.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard II on General Meeting, of the person seeking re-appointment / appointment as Director is annexed to the Notice convening the Annual General Meeting.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the Company has two Non-Promoter Non-Executive Independent Directors. In the opinion of the Board of Directors, all Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations and they are Independent of Management. Further, all the Independent Directors of the Company had registered themselves in the Independent Directors Data Bank.

A separate meeting of Independent Directors was held on March 16, 2026 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board that is necessary for the board of directors to effectively and reasonably perform their duties.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https://vinitmobile.in/investors#policies-codes

It is reported that during the year under review, Mr. Vinaykumar Vinodchandra Tailor (DIN: 11082457) has been appointed as Non-Executive Independent Director for a period of five years w.e.f. May 15, 2025 and Mr. Aditya Vikrambhai Patel (DIN: 09121052) and Mr. Sanjay Jorsangbhai Vegad (DIN: 11082461) have been appointed as Non-Executive Independent Director of the company for a period of five years w.e.f. September 22, 2025. Further, an appointments of Mr. Vinaykumar Vinodchandra Tailor (DIN: 11082457), have been approved in the ExtraOrdinary General Meeting of the company held on May 15, 2025 and Mr. Aditya Vikrambhai Patel (DIN: 09121052) and Mr. Sanjay Jorsangbhai Vegad (DIN: 11082461) have been approved in an Annual General Meeting of the company held on September 22, 2025 for period of five years w.e.f. September 22, 2025, not liable to retire by rotation.

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2025-26 and that 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 his duties with an objective independent judgment and without any external influence. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for Independent Directors and are independent of the Management. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. None of Independent Directors have resigned during the year.

Familiarization Programme for Independent Directors

The Board members are provided with necessary documents/ brochures, reports, and internal policies to enable them to familiarize with the Companys procedures and practices, the website link is https://vinitmobile.in/investors/familiarisation-programme.pdf

Information on Directorate

During the financial year under review, the Company undertook significant changes in the constitution of its Board of Directors with a view to further strengthening its leadership and governance framework and aligning the composition of the Board with the Companys evolving business requirements and future growth plans.

Pursuant to the resolutions passed by the Board of Directors on May 13, 2025, Mr. Vinaykumar Vinodchandra Tailor (DIN: 11082457) was appointed as an independent director of the company for a period of five years w.e.f. May 15, 2025. Further. his appointment has been approved in an Extra-Ordinary General Meeting held on May 15, 2025. Mr. Aditya Vikrambhai Patel (DIN: 09121052) and Mr. Sanjay Jorsangbhai Vegad (DIN: 11082461) have been appointed as an independent directors of the company for a period of five years w.e.f. September 22, 2025. Further. their appointments have been approved in an Annual General Meeting held on September 22, 2025.

The Designation of Mr. Vinit Ravi Shankar Jalan (DIN: 08666210) has been changed from Director to Managing Director for a period of five years w.e.f. September 22, 2025, in board meeting held on August 30, 2026. Further. his appointment has been approved in an Annual General Meeting held on September 22, 2025. Moreover, the designation of Mr. Vinit Ravi Shankar Jalan (DIN: 08666210) has been changed from Managing Director to Chairman & Managing Director in the board meeting held on October 14, 2025.

The reconstitution of the Board during the year reflects the Companys continued focus on strengthening its leadership, enhancing Board-level oversight and establishing a governance structure commensurate with its transition into a public and listed company. The Company believes that the collective experience, expertise and diverse perspectives of its Board members will provide a strong foundation for pursuing its strategic objectives and creating sustainable long-term value for its stakeholders.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mrs. Shweta Jalan (DIN: 08672239), Non-Executive Director of the Company retires by rotation at the ensuing annual general meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommend his re-appointment as such on the Board.

The relevant details, as required under Secretarial Standards-II issued by ICSI, of the person seeking reappointment as Director is annexed to the Notice convening the Annual General Meeting.

Key Managerial Personnel

During the year under review, with a view to strengthening the management and compliance framework of the

Company, certain changes were made in the Key Managerial Personnel ("KMP") of the Company.

The Designation of Mr. Vinit Ravi Shankar Jalan (DIN: 08666210) has been changed from Director to Managing Director for a period of five years w.e.f. September 22, 2025. Further. his appointment has been approved in an Annual General Meeting held on September 22, 2025. Moreover, the designation of Mr. Vinit Ravi Shankar Jalan (DIN: 08666210) has been changed from Managing Director to Chairman & Managing Director in the board meeting held on October 14, 2025.

Mr. Himanshu Modi has been appointed as the Chief Financial Officer (CFO) of the Company with effect from August 30, 2025. Further, Ms. Mansi Mukeshkumar Jain was appointed as the Company Secretary and Compliance Officer of the Company with effect from August 30, 2025.

The appointment of the aforesaid KMPs has further strengthened the Companys financial management, statutory compliance and corporate governance framework, particularly in view of its transition into a public and listed company.

As on date of this report, the Company has Mr. Vinit Ravi Shankar Jalan (DIN: 08666210) as Managing Director of the Company, Mr. Himanshu Modi as Chief Financial Officer of the Company and Ms. Mansi Mukeshkumar Jain as Company Secretary and Compliance Officer who are acting as Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act;

The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the performance of chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

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.

COMMITTEES OF BOARD

Your Company has constituted several Committees in compliance with the requirements of the relevant provisions of applicable laws and statutes, details of which are given hereunder.

The Company Secretary of the Company is acting as Secretary to the Audit Committee.

The quorum for the meeting shall be one third of total members of the Audit Committee or Two, whichever is higher, subject to minimum two Independent Director shall be present at the meeting.

Since, the Committee was constituted after the conclusion of Annual General Meeting held in F.Y. 2025-26, the Chairman was not required to be present at that Annual General Meeting. However, the Chairman of the committee will remain present at ensuing Annual General Meetings of the Company to answer shareholder queries.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors. Further, the terms of reference, roles and powers of the Audit Committee is as per Section 177 of the Companies Act, 2013 (as amended).

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of the Listing Regulations and Section 177 of the Act as applicable along with other terms as referred by the Board. The role of the audit committee includes the following:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

The composition of each of the above Committees, their respective role and responsibility are detailed in the Report on Corporate Governance annexed to this Report.

1. Audit Committee

The Board of Directors of our Company, in their meeting held on September 25, 2025, has constituted Audit Committee, in pursuance to provisions of Section 177 of the Companies Act, 2013 and rules made thereunder, as amended from time to time, read with SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, as applicable.

The constitution of the Audit Committee is in accordance with the provisions of Section 177 of the Companies Act,2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014.

The Members of the Audit Committee are possessing financial / accounting expertise / exposure.

Composition of Committee, Meeting and Attendance of each Member at Meetings

The Audit Committees meeting is generally held once in quarter for the purpose of recommending the quarterly/half yearly/yearly financial results and the gap between two meetings did not exceed one hundred and twenty days. The Audit Committee met three (3) times during the financial year 2025-26 viz; November 10, 2025; December 06, 2025, and January 05, 2026.

The composition of the Committee is and attendance of each members of the Committee are given below:

Name of Members	Category	Designation in Committee	Number of meetings during the F.Y. 2025-26
			Held	Eligible to attend	Attended
Mr. Aditya Patel	Independent Director	Chairperson	3	3	3
Mr. Vinit Ravi Shankar Jalan	Chairman and Managing Director	Member	3	3	3
Mr. Vinay Tailor	Independent Director	Member	3	3	3

The Company Secretary of the Company is acting as Secretary to the Audit Committee.

The quorum for the meeting shall be one third of total members of the Audit Committee or Two, whichever is higher, subject to minimum two Independent Director shall be present at the meeting.

Since, the Committee was constituted after the conclusion of Annual General Meeting held in F.Y. 2025-26, the Chairman was not required to be present at that Annual General Meeting. However, the Chairman of the committee will remain present at ensuing Annual General Meetings of the Company to answer shareholder queries.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors. Further, the terms of reference, roles and powers of the Audit Committee is as per Section 177 of the Companies Act, 2013 (as amended).

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of the Listing Regulations and Section 177 of the Act as applicable along with other terms as referred by the Board. The role of the audit committee includes the following:

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

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

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

a. matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 b. Changes, if any, in accounting policies and practices and reasons for the same

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

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

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

f. Disclosure of any related party transactions

g. Qualifications in the draft audit report.

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

Provided that the Audit Committee may make omnibus approval for related party transactions proposed to be entered in to by the Company subject to such conditions provided under the Companies Act, 2013 or any subsequent modification(s) or amendment(s) thereof; Provided further that in case of transaction, other than transactions referred to in section 188 of Companies Act 2013 or any subsequent modification(s) or amendment(s) thereof, and where Audit Committee does not approve the transaction, it shall make its recommendations to the Board; Provided also that in case any transaction involving any amount not exceeding one crore rupees is entered into by a director or officer of the company without obtaining the approval of the Audit Committee and it is not ratified by the Audit Committee within three months from the date of the transaction, such transaction shall be voidable at the option of the Audit Committee;

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

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

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

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

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

xi. Evaluation of internal financial controls and risk management systems and reviewing with the management, performance of statutory & internal auditors, and adequacy of the internal control systems; xii. reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit and discussion with internal auditors of any significant findings and follow up there on;

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

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

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

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

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

Explanation (i): The term "related party transactions" shall have the same meaning as contained in the Ind AS 24,

Related Party Transactions, issued by The Institute of Chartered Accountants of India.

Explanation (ii): If the Issuer has set up an audit committee pursuant to provision of the Companies Act 2013, the said audit committee shall have such additional functions / features as is contained in this clause.

Review of Information by the Audit Committee:

The audit committee shall mandatorily review the following information:

i. Management discussion and analysis of financial condition and results of operations.

ii. Management letters / letters of internal control weaknesses issued by the statutory auditors;

iii. Internal audit reports relating to internal control weaknesses; and

iv. The appointment, removal and terms of remuneration of the Internal Auditor.

Powers of Audit Committee

The Audit Committee shall have powers, including the following:

a) To investigate any activity within its terms of reference;

b) To seek information from any employee;

c) To obtain outside legal or other professional advice; and

d) To secure the attendance of outsiders with relevant expertise, if it is considered necessary

Vigil Mechanism

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at https://vinitmobile.in/investors/whistle-blower-policy.pdf

2. Nomination and Remuneration Committee

The Board of Directors of our Company, in their meeting held on September 25, 2025 has formed Nomination and Remuneration committee in line with the provisions Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the person who is qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.

The purpose of Nomination and Remuneration Committee is to assist the Board 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 such other matters specified under various statute. During the year under review, the Nomination and Remuneration Committee met One (1) times viz; March 31, 2026.

The composition of the Committee and the details of meetings attended by its members are given below:

			Number of meetings during the F.Y. 2025-26
Name of Members	Category	Designation in Committee	Held	Eligible to attend	Attended
Mr. Aditya Patel	Independent Director	Chairperson	1	1	1
Mrs. Shweta Jalan	Non-Executive Director	Member	1	1	1
Mr. Vinay Tailor	Independent Director	Member	1	1	1

The Company Secretary of the Company is acting as Secretary to the Nomination and Remuneration Committee.

The terms reference of Nomination and Remuneration Committee are briefed hereunder;

Terms of reference

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

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

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

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

c) Consider the time commitments of the candidates.

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

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

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

6. recommend to the board, all remuneration, in whatever form, payable to senior management;

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

Nomination and Remuneration Policy

The Company has adopted a Nomination and Remuneration Policy with the objective of establishing appropriate criteria and processes for the appointment, evaluation and remuneration of Directors, Key Managerial Personnel ("KMP") and Senior Management Personnel. The Policy is administered by the Nomination and Remuneration Committee and is intended to ensure that appointments are based on appropriate qualifications, experience, expertise, integrity and other relevant attributes, while also promoting diversity and effective succession planning.

The Policy provides for a structured framework for identifying and recommending suitable candidates for appointment or removal, evaluation of the performance of the Board and individual Directors, and determination of appropriate remuneration. It seeks to ensure that remuneration is reasonable and sufficient to attract, retain and motivate capable personnel, with a clear linkage between remuneration and performance and an appropriate balance between fixed and incentive-based compensation.

In respect of remuneration, the Policy provides that remuneration of Executive Directors is recommended by the Nomination and Remuneration Committee and approved by the Board, subject to requisite shareholder and other statutory approvals. The remuneration is determined with due regard to qualifications, experience, responsibilities, performance, industry standards and the financial position of the Company. Non-Executive and Independent Directors may be paid sitting fees and commission in accordance with applicable statutory provisions and the approvals of the shareholders. The Policy also provides for annual performance evaluation of Directors and sets out criteria for assessing the performance of Executive, Non-Executive and Independent Directors, including their contribution, participation, independence, responsibilities and leadership capabilities, as applicable.

The Nomination and Remuneration Policy, including the criteria for appointment and remuneration, is available on the Companys website and forms an integral part of the Companys governance framework. The Policy may be reviewed and amended from time to time in accordance with applicable laws and the evolving requirements of the Company.

The Nomination and Remuneration Policy, as recommended by Nomination and Remuneration Committee and adopted by the Board of Directors, is placed on the website of the Company at https://vinitmobile.in/investors/nomination-remuneration-policy.pdf

Remuneration of Directors

The Company has not entered into any pecuniary relationship or transactions with Non-Executive Directors of the Company except payment of Sitting Fees for attending the Meetings.

Further, criteria for making payment, if any, to non-executive directors are provided under the Nomination and Remuneration Policy of the Company which is hosted on the website of the Company viz; https://vinitmobile.in/investors/payments-to-ne-directors.pdf

During the year under review, the Company has paid remuneration /sitting fees to Directors of the Company, details of which are as under:

( in Lakh)

Name of Directors	Designation	Salary	Sitting Fees	Commission	Stock Option	Total
Mr. Vinit Ravi Shankar Jalan	Chairman and Managing Director	6.00	-	-	-	6.00
Mrs. Shweta Jalan	Non-Executive Director	6.00	-	-	-	6.00
Mr. Vinaykumar Vinodchandra Tailor	Independent Director	-	2.10	-	-	2.10
Mr. Sanjay Jorsangbhai Vegad	Independent Director	-	1.10	-	-	1.10
Mr. Aditya Vikrambhai Patel	Independent Director	-	1.50	-	-	1.50

Succession Plan

Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Management Personnel and Senior Management. The Nomination and Remuneration Committee implements this mechanism in concurrence with the Board.

3. Stakeholders Grievances and Relationship Committee

The Board of Directors of our Company, in their meeting held on September 25, 2025, has constituted Stakeholders Grievance & Relationship Committee pursuant to the provisions of Section 178 of the Companies Act, 2013 mainly to focus on the redressal of Shareholders / Investors Grievances, if any, like Transfer /

Transmission / Demat of Shares; Demat / Remat of Securities; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.

Composition of Committee, Meetings and Attendance of each Member at Meetings

The Stakeholders Relationship Committee shall meet at least once in a financial year. The quorum shall be shall be one third of total members of the Stakeholders Relationship Committee or Two, whichever is higher, subject to minimum one Independent Director.

During the year under review, there were no meetings held by Stakeholders Relationship Committee of the Company.

The composition of the Committee during the year are given below:

			Number of meetings during the F.Y. 2025-26
Name of Members	Category	Designation in Committee	Held	Eligible to attend	Attended
Mrs. Shweta Jalan	Non-Executive Director	Chairperson	0	0	0
Mr. Vinit Ravi Shankar Jalan	Managing Director	Member	0	0	1
Mr. Sanjay Jorsangbhai Vegad	Independent Director	Member	0	0	0

The Company Secretary and Compliance officer of the Company provides secretarial support to the Committee.

The terms reference of Stakeholders Relationship Committee is briefed hereunder:

Role of Stakeholders Relationship Committee:

The role of the committee shall inter-alia include the following:

1. 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;

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) are applicable to the Company during the financial year ended March 31, 2026. However, pursuant to the applicable provisions of the Companies Act, 2013 and the rules made thereunder, the Company was not required to constitute a Corporate Social Responsibility Committee. Accordingly, the functions of the CSR Committee, to the extent applicable, were discharged by the Board of Directors of the Company. The Company has complied with the applicable provisions relating to CSR during the year.

The CSR Policy may be accessed at the web link - https://vinitmobile.in/investors/corporate-social-responsibility-policy.pdf

The Annual Report on CSR activities in prescribed format is annexed as an Annexure A.

Utilization Of Proceeds

During the financial year under review, the Company did not raise any funds through any issue of securities. Accordingly, there were no proceeds available for utilisation and no amount was utilised during the year under review towards any issue-related objects.

The Company continues to maintain the proceeds, if any, raised in accordance with the applicable statutory and regulatory requirements and shall utilise the same strictly for the purposes for which such funds are raised.

Debentures

As on March 31, 2026, the Company does not have any debentures.

Credit Rating

The Company has not availed any rating.

Public Deposits

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

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 Subsidiaries/ Associates/ Joint Ventures

The Company does not have any Subsidiary, Joint venture or Associate Company.

Sexual Harassment of Women at Workplace

To foster a positive workplace environment, free from harassment of any nature, the company has institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

(a) number of complaints of sexual harassment received in the year 2025-26 = Nil (b) number of sexual harassment complaints disposed off during the year 2025-26 = Nil

(c) number of sexual harassment cases pending for more than ninety days during the year 2025-26 = Nil

Maternity Benefit Act, 1961

The Company has complied with the provisions relating to the Maternity Benefit Act 1961.

Management Discussion and Analysis Report

Your attention is drawn to the perception and business outlook of your management for your company for current year and for the industry in which it operates including its position and perceived trends in near future. The Management Discussion and Analysis Report as stipulated under Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is attached and forms part of this Directors Report.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

Web Link of Annual Return

The Annual Return for the financial year 2025-26 is uploaded on the website of the Company and the same is available at https://vinitmobile.in/investors/annual-return-2025-26.pdf

Contracts and Arrangements with Related Parties

All Related Party Transactions entered into during the financial year were on an arms length basis and were in the ordinary course of business. Your Company had not entered into any transactions with the related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature.

The policy on Related Party Transactions as approved by the Board is available on website of the company at https://vinitmobile.in/investors/policy-on-related-party.pdf

Material changes and commitment affecting financial position of the Company

There have been no material changes and commitments for the likely impact affecting financial position between end of the financial year and the date of the report, there are no material changes and commitments, affecting the financial position of the Company, have occurred between the end of financial year of the Company i.e. March 31, 2026 to the date of this Report.

Internal Financial Control and their adequacy

The Company has adequate systems of internal control meant to ensure proper accounting controls, monitoring cost cutting measures, efficiency of operation and protecting assets from their unauthorized use. The Company also ensures that internal controls are operating effectively. The Company has also in place adequate internal financial controls with reference to financial statement. Such controls are tested from time to time to have an internal control system in place.

Your Company ensures adequacy, commensurate with its current size, scale and complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls, statutory compliances and other regulatory compliances. It is supported by the internal audit process and will be enlarged to be adequate with the growth in the business activity. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Maintenance of Cost Records

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014, the Company is not required to maintain the cost records.

Significant and Material Orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

Disclosure of large corporate entity

The Board of Directors of the Company hereby confirm that the Company is not a Large Corporate entity in terms of Regulation 50B of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (NCS Regulations)

Conservation of energy, technology absorption and foreign exchange earnings and outgo A. CONSERVATION OF ENERGY:

i. Steps taken or impact on conservation of energy:

Initiatives to integrate energy efficiency into overall operations are undertaken through design considerations and operational practices. The key initiatives towards conservation of energy are: o Improved monitoring of energy consumption through smart metering and integration with building management systems; o Continuously replacing the inefficient equipment with latest energy efficient technology and up gradation of equipments continually; o Increasing the awareness of energy saving within the organization to avoid wastage of energy.

ii. Steps taken by the Company to utilize alternate source of energy:

o Enhancing utilization of Renewable Energy Sources. o Exploring the feasibility of utilization of solar power for plant locations wherever possible.

iii. Capital investment on energy conservation equipment:

o No major investments were made during the year on energy conservation equipment.

B. TECHNOLOGY ABSORPTION:

i. The efforts made towards technology absorption:

o Development & Implementation of new technique & process for manufacture of products. o Evaluation of the alternative materials to reduce the cost of raw material o Solar technologies for common area, parking and street lighting.

ii. Benefits derived like product improvement, cost reduction, product development or import substitution:

o Cost optimization o Improvement in quality of products.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of financial year) Not Applicable

iv. Expenditure incurred on Research & Development Nil

C. FOREIGN EXCHANGE EARNINGS AND OUTGO: Nil Statutory Auditor and their Report

During the financial year under review, there were certain changes in the office of the Statutory Auditors of the Company, as detailed below.

M/s. Mahesh Kumar Mittal & Co., Chartered Accountants, who were the Statutory Auditors of the Company, has resigned as statutory auditor of the company w.e.f. May 07, 2025, due to some personal reasons. Consequently, M/s. Nirav Patel & Associates, Chartered Accountants, (FRN: 129824W) were appointed by the Board on June 28, 2025, to fill the casual vacancy arising from the resignation of the previous Statutory Auditors. Thereafter, the Members of the Company, at their Extra-Ordinary General Meeting held on July 20, 2025, approved the appointment of M/s. Nirav Patel & Associates, Chartered Accountants, (FRN: 129824W), as the Statutory Auditors of the Company from the conclusion of this meeting till the conclusion of ensuing AGM.

Further, they have furnished a certificate under section 139 and consent to the effect that if they are re-appointed, it would be in accordance with the provisions of Companies Act, 2013. The Members of the Company, at their Annual General Meeting held on September 22, 2025, approved the appointment of M/s. Nirav Patel & Associates, Chartered Accountants, (FRN: 129824W), as the Statutory Auditors of the Company for a term of five consecutive years commencing from the financial year 2025-26 and continuing up to the conclusion of the Annual General Meeting to be held for the financial year 2029-30.

The aforesaid changes in the office of the Statutory Auditors were made in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder, and the Company has completed the requisite statutory compliances and filings in this regard.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.

Internal Auditors

The Board of Directors of the Company has appointed M/s. Agarwal Jalan & Co. Chartered Accountants (FRN: 116046W), as an Internal Auditors to conduct Internal Audit of the Company and the Internal Auditor shall conduct the internal audit of the functions and activities of the Company and submit periodic reports to the management and the Audit Committee, as applicable. The internal audit process is intended to assist the Company in strengthening its internal controls, risk management, operational efficiency and compliance framework. The scope and frequency of the internal audit shall be determined in accordance with the applicable provisions of the Companies Act, 2013 and the requirements of the Company.

Secretarial Auditor

In view of the Companys proposed Initial Public Offer and with a view to strengthening its corporate governance and statutory compliance framework, the Company voluntarily undertook a Secretarial Audit during the financial year under review. Accordingly, the Secretarial Audit was conducted by M/s. ALAP & CO. LLP, Practicing Company Secretaries.

The Secretarial Auditor has made certain observations relating to

(i) The Company had delayed in filing certain e-forms with the Registrar of Companies ("ROC"). However, such e-forms were subsequently filed upon payment of the applicable additional fees prescribed under the Companies Act, 2013 and the rules made thereunder;

(ii) certain discrepancies were observed in the statutory filings made by the Company with the ROC, including mismatches in the dates of certain meetings of the Board of Directors and general meetings as reported in the Annual Returns vis-?-vis the corresponding records of the Company, non-attachment of the Independent

Auditors Report while filing Form AOC-4 and inadvertent submission of an incorrect version of the Directors

Report along with the Annual Return for the financial year 2023-24 and to rectify this non-compliances, the company has filed ROC form GNL-1, which has been taken on record by the ROC; (iii) The Company had availed an overdraft facility of 3.50 crores on September 26, 2023, in respect of which the Company could not file Form CHG-1 for creation of the charge within the prescribed timelines. The overdraft facility was subsequently fully repaid, and the charge was satisfied by the bank on July 4, 2025 and in respect of which the company has filed ROC Form GNL-2 (SRN: AB9353865) dated December 01, 2025 with the Registrar of Companies, Ahmedabad for non-filing of form CHG-1 and the said form has been approved by ROC. (iv) the Minutes Books of the meetings of the Board of Directors and members, Attendance Registers, Statutory Registers, Share Transfer Forms (Form SH-4), and declarations in Forms MGT-8 and DIR-8 pertaining to the period from incorporation of the Company until January 22, 2020 were misplaced/lost during the shifting of the registered office of the Company. Consequently, the aforesaid statutory records and documents were not made available to the Secretarial Auditor for verification and to rectify this, the company has filed form GNL-2 vide (SRN: AB9358289) with ROC.

The Management has assured that such delays will be avoided in the future and that greater attention will be paid to ensuring timely compliance with applicable statutory requirements and filing timelines. Further, the historical filing discrepancies relating to mismatches in the dates of certain meetings of the Board of Directors and general meetings reported in the Annual Returns, non-attachment of the Independent Auditors Report and inadvertent submission of an incorrect version of the Directors Report were addressed through appropriate corrective measures, including voluntary disclosure by way of Form GNL-1, which has been taken on record by the Registrar of Companies ("ROC").

With respect to the loss of statutory records, including the Minutes Books of meetings and other statutory documents, the Company has represented that such records were misplaced during the transfer of records undertaken in connection with the shifting of its registered office. The Company subsequently filed an application with the Pandesara Police Station in relation to the misplacement of such records. Pandesara Police Station, vide its report dated October 21, 2025, confirmed that the matter had been investigated and that there was no likelihood of recovery of the misplaced documents in the future. The Company has also filed Form GNL-2 with the ROC vide SRN: AB9358289 in relation to the aforesaid matter. With respect to the non-filing of ROC forms relating to the creation and/or satisfaction of the charge in favour of ICICI Bank Limited, the Company filed Form GNL-2 (SRN: AB9353865) dated December 1, 2025 with the Registrar of Companies, Ahmedabad, in relation to the non-filing of Form CHG-1. The said Form GNL-2 has been approved by the ROC.

The Company has also strengthened its compliance and review mechanisms to ensure adherence to applicable statutory requirements and minimise recurrence of such matters.

The Company has not been subjected to any penalty or fine in respect of these matters as on the date of this Report.

The Secretarial Audit Report for the financial year 2025-26 is annexed to this report as an Annexure C. The Secretarial Auditors Report does not contain any qualification, reservation or adverse remark.

Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Loan from Directors:

Details of loan accepted from directors are given in the financial statement of the company.

Details of the Designated Officer

Ms. Mansi Jain, Company Secretary & Compliance officer of the company is acting as Designated Officer under Rule (9) (5) of the Companies (Management and Administration) Rules, 2014.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

Insurance

The assets of your Company have been adequately insured.

Corporate Governance

Your Company strives to incorporate the appropriate standards for corporate governance. The Company has been listed on SME Emerge Platform of National Stock Exchange of India Limited ("NSE or NSE EMERGE") and pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily the compliance with the corporate governance provisions as specified in Regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, the Corporate Governance Report does not form part of this Annual Report. Although few of the information are provided in this report of Directors under relevant heading.

Compliance with the provisions of SS 1 and SS 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly complied by your Company.

Proceedings initiated/pending against your company under the Insolvency and Bankruptcy Code, 2016

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

Details of difference between valuation amount on one time settlement and valuation while availing loan from banks and financial institutions

During the year under review, there has been no one time settlement of loans taken from banks and financial institution.

Website

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely "www.vinitmobile.com" containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

NFRA TCWG

The National Financial Reporting Authority (NFRA) vide circular dated January 07, 2026 provided all Listed entities, under NFRA Rules, 2018, and Auditors of the said Companies to setup an Effective Communication Between Statutory Auditors and Those Charged with Governance (TCWG), Including Audit Committees. The Circular emphasizes the importance of timely and structured communication throughout the audit cycle to strengthen governance oversight and enhance audit quality.

The Charter for the TCWG will establish a formal, documented framework for two way, timely, written and appropriately communication between the Statutory Auditors and TCWG, including the Audit Committee and the Board, in accordance with the Companies Act, 2013, the Standards on Auditing SA 260 (Revised) and SA 265 as reiterated by above NFRA Circular.

Cyber Security

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

Industrial Relations (IR):

The Company continues to maintain healthy and harmonious industrial relations across its operations. The Company periodically reviews and strengthens its Human Resource policies and procedures with the objective of fostering a positive work environment, enhancing employee welfare and motivation, and encouraging greater employee engagement with the organisational objectives.

The Company has established appropriate systems and processes for timely redressal of employee grievances and provides opportunities for employees to develop their professional capabilities and personal skills. The Company remains committed to creating an inclusive and supportive workplace that promotes employee satisfaction, engagement and productivity.

The dedicated efforts and active support of the employees also played an important role in the successful transition of the Company into a listed entity. The collective contribution, commitment and cooperation of employees across various functions supported the Company in meeting the operational, compliance and other requirements associated with the listing process. The Company appreciates the continued dedication and contribution of its employees and believes that their commitment will remain a key driver of its growth and success.

These initiatives, together with the continued support and cooperation of employees, have contributed to maintaining cordial employee relations, a positive work environment and a strong foundation for the Companys future growth.

General Disclosure

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year.

Appreciations and Acknowledgement

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

Registered office:	By order of the Board of Directors
Plot no. 358, Ground, 1st & 2nd floor, Gopal Nagar, Bamroli Althan Expressway, Pandesara, Surat-394221, Gujarat, India.		For, Vinit Mobile Limited
		CIN: L51100GJ2011PLC065617
	Vinit Ravi Shankar Jalan	Shweta Jalan
Place: Surat	Chairman and Managing Director	Non-Executive Director
Date: September 08, 2026	DIN: 08666210	DIN: 08672239