Vivid Mercantile Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present the 32 nd Annual Report of your Company together with the Audited Financial Statements for the financial year ended 31st March, 2026.

1. FINANCIAL RESULTS

The financial performance of the Company for the year under review, as compared to the previous financial year, is summarised below:

2. STATE OF COMPANYS AFFAIRS

During the financial year ended 31st March, 2026 , the Company continued its business operations and During the financial year under review, the Company witnessed a significant improvement in its overall financial position and continued to maintain a sound capital structure. The Total Assets of the Company increased to 7,113.49 lakhs as at 31st March, 2026, from 5,919.70 lakhs as at 31st March, 2025.

The Companys Total Equity stood at 5,620.35 lakhs , comprising Equity Share Capital of 1,002.56 lakhs and Other Equity of 4,617.79 lakhs, as against total equity of 5,371.78 lakhs in the previous year. The increase in Other Equity is primarily attributable to the profit earned during the year and other comprehensive income.

On the asset side, Current Investments increased to 3,502.50 lakhs from 2,339.84 lakhs in the previous year. The Companys inventory decreased substantially to 478.25 lakhs from 1,938.91 lakhs, while Trade Receivables stood at 426.86 lakhs as compared to 756.47 lakhs in the previous year. Cash and Cash Equivalents increased significantly to 227.09 lakhs from 10.65 lakhs. Other Current Assets also increased to 1,929.81 lakhs from 850.60 lakhs.

The Company continued to maintain a relatively low level of borrowings. As at 31st March, 2026, non-current borrowings stood at 7.00 lakhs , while there were no current borrowings, as compared to current borrowings of 250.54 lakhs in the previous year. Trade Payables stood at 806.77 lakhs , compared with 3.79 lakhs in the previous year, and current provisions stood at 564.06 lakhs.

The Companys financial position at the close of the year reflects a strengthened equity base, higher investments and cash balances, and a significant reduction in inventory and trade receivables. The Board is satisfied with the overall affairs and financial position of the Company and remains focused on strengthening its operations, efficient utilisation of resources and sustainable growth in the ensuing financial year.

3. DIVIDEND

In view of the Companys financial requirements and with a view to conserving resources for strengthening the financial position of the Company, meeting future business requirements and supporting working capital needs, the Board of Directors, after due consideration of the financial position and future requirements of the Company, does not recommend declaration of any dividend for the financial year ended 31st March, 2026.

The Board considers it appropriate to retain the earnings within the business so as to provide adequate financial flexibility for the Companys ongoing operations, investment requirements and future growth opportunities. Accordingly, no dividend has been recommended for the financial year under review.

4. TRANSFER TO RESERVES

During the financial year under review, the Company has not transferred any amount to the General Reserve. The profit earned during the year has been retained within the Company and appropriately reflected under Other Equity / Surplus (Retained Earnings) in accordance with the applicable accounting requirements.

As at 31st March, 2026, the Companys Other Equity stood at 4,617.79 lakhs, as compared to 4,369.22 lakhs as at 31st March, 2025. The surplus balance includes the profit for the year, along with other movements in reserves and surplus during the year. The Company has accordingly retained its earnings to strengthen its net worth and provide resources for its future business and financial requirements.

The Board believes that retention of the profits within the business is in the best interest of the Company and its stakeholders, considering its future operational, investment and working capital requirements.

5. SHARE CAPITAL

The paid-up equity share capital of the Company as on 31st March, 2026 stood at 1,002.56 lakhs, comprising 10,02,56,400 Equity Shares of 1/- each, fully paid-up. There was no change in the paid-up share capital of the Company during the financial year under review.

SHARE CAPITAL AT A GLANCE

*The increase in Authorised Share Capital was approved by the Members during the year through the Postal Ballot process.

During the year, the Members of the Company approved an increase in the Authorised Share Capital of the Company through the Postal Ballot process. Accordingly, the Authorised Share Capital was increased from 10,03,00,000/- (Rupees Ten Crore Three Lakh only) divided into 10,03,00,000 Equity Shares of 1/- each to 15,25,00,000/- (Rupees Fifteen Crore Twenty-Five Lakh only) divided into 15,25,00,000 Equity Shares of 1/- each, by creation of an additional 5,22,00,000 Equity Shares of 1/- each.

The aforesaid alteration in the Authorised Share Capital was approved by the Members through the Postal Ballot process, with the e-voting period being from 26th February, 2026 to 27th March, 2026, in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

Further, the Board of Directors, at its meeting held on 26th March, 2026, approved the Draft Letter of Offer in connection with the proposed Rights Issue of up to 5,01,28,200

Equity Shares of face value 1/- each, at an issue price of 5/- per Equity Share, including a premium of 4/- per share, aggregating up to 2,506.41 lakhs. The proposed Rights Issue is in the ratio of 1 (One) Rights Equity Share for every 2 (Two) fully paid-up Equity Shares held by the Eligible Equity Shareholders as on the Record Date, subject to requisite approvals and applicable regulatory requirements.

The proposed Rights Issue is intended to augment the Company s financial resources and support its future business and working capital requirements.

During the year under review, the Company did not issue any equity shares with differential rights as to dividend, voting or otherwise, sweat equity shares or shares under any Employee Stock Option Scheme.

Accordingly, there was no change in the paid-up equity share capital of the Company during the year, and the paid-up share capital remained at 1,002.56 lakhs as at 31 st March, 2026.

6. CHANGE IN THE NATURE OF BUSINESS

The Company has continued to operate in the same line of business during the financial year under review. There has been no change in the nature of its business activities.

7. PUBLIC DEPOSITS

During the financial year under review, the Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time.

Accordingly, there were no outstanding deposits within the meaning of the applicable provisions of the Companies Act, 2013 as at 31st March, 2026. The Company has also not accepted any amount which is required to be reported as a deposit under the applicable provisions of the Act and the Rules made thereunder.

Consequently, the provisions relating to acceptance of deposits, repayment thereof and other requirements applicable to deposits under the Companies Act, 2013 and the rules made thereunder were not applicable to the Company during the year under review.

The Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

8. Particulars of Loans, Guarantees and Investments Section 186

The particulars of loans given, investments made, guarantees given and securities provided, as covered under the provisions of Section 186 of the Companies Act, 2013, together with the purpose for which such loans, guarantees or securities are proposed to be utilised, are disclosed in the relevant notes forming part of the financial statements of the Company for the financial year ended 31st March, 2026.

As at 31st March, 2026, the Company had loans and advances to related parties, in the nature of loans against purchase of property and copyrights, amounting to 523.89 lakhs. The Company also had investments in equity instruments amounting to 3,502.50 lakhs as at the year-end.

The aforesaid loans and investments have been made in accordance with the applicable provisions of the Companies Act, 2013 and are disclosed in greater detail in the relevant notes to the financial statements, particularly Notes 2 and 4, forming part of this Annual Report.

The Company has complied with the applicable requirements of Section 186 of the Companies Act, 2013 in respect of loans, investments, guarantees and securities, wherever applicable.

9. Related Party Transactions

During the financial year under review, all contracts, arrangements and transactions entered into by the Company with its related parties were undertaken in the ordinary course of business and on an arm s length basis, in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

There were no material related party transactions entered into by the Company during the year which, either individually or taken together with previous transactions, required approval of the Members under Section 188 of the Companies Act, 2013 or Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable.

The transactions with related parties undertaken during the year were reviewed by the appropriate authorities in accordance with the applicable policies and statutory requirements. The Company has also maintained the requisite disclosures and records in respect of such transactions.

The details of related party transactions entered into during the year, including the nature and particulars thereof, are disclosed in Note 2.17 to the financial statements forming part of this Annual Report.

Further, the particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, are annexed to this Report as Annexure A.

The Company confirms that there were no transactions with related parties during the year which were prejudicial to the interests of the Company or its Members.

10. Number of Meetings of the Board

During the financial year 2025-26, the Board of Directors of the Company met 9 (Nine) times to consider and deliberate upon various matters relating to the Company s business, operations, financial performance, corporate affairs, statutory compliances and other matters requiring the consideration and approval of the Board.

The meetings of the Board were duly convened in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable statutory and regulatory requirements. The requisite notices and agenda papers were circulated to the Directors in accordance with the applicable provisions.

The Directors actively participated in the deliberations of the Board and considered various matters relating to the Company s financial performance, business operations, investments, corporate actions, statutory and regulatory compliances and other matters placed before the Board from time to time.

The intervening gap between any two consecutive meetings of the Board was within the period prescribed under the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, as applicable.

The details of the Board Meetings held during the financial year, including the number of meetings held and the attendance of the Directors, are provided in the Corporate Governance Report forming part of this Annual Report.

11. DETAILS OF COMMITTEES OF THE BOARD

The Board of Directors has constituted various Committees to assist the Board in discharging its responsibilities and to ensure effective corporate governance in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI Listing Regulations ).

As on March 31, 2026, the Board has constituted the following statutory Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Sexual Harassment Committee

The composition of the aforesaid Committees, their terms of reference, the number of meetings held during the financial year under review and the attendance of the Members at such meetings are disclosed in detail in the Corporate Governance Report, which forms an integral part of this Annual Report.

The meetings of the Committees are generally scheduled in conjunction with the meetings of the Board of Directors or as and when considered necessary.

All recommendations made by the Audit Committee during the financial year under review were accepted by the Board without any modification.

12. Directors and Key Managerial Personnel

The Board of Directors of the Company comprises a balanced mix of Executive, Non-Executive and Independent Directors, providing an appropriate combination of management experience, professional expertise and independent oversight. As at 31st March, 2026, the Board consisted of six Directors, comprising two Executive Directors, one Non-Executive Non-Independent Director and three Non-Executive Independent Directors. The Board is chaired by a Non-Executive Independent Director.

The composition of the Board as at the end of the financial year was as follows:

Retirement by Rotation

In accordance with Section 152 of the Companies Act, 2013, Mr. Dhaval Satishkumar Gajjar (DIN: 07772542), Non-Executive Non-Independent Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

The Board, after considering his experience, contribution and continued association with the Company, recommends his re-appointment as a Director for consideration and approval of the Members at the ensuing Annual General Meeting.

The requisite particulars relating to his proposed re-appointment, as prescribed under the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, are provided in the Notice convening the ensuing Annual General Meeting.

Independent Directors

The Company has three Non-Executive Independent Directors, namely Mr. Umeshbhai Rasiklal Gor, Mr. Ayush Manishbhai Shah and Mr. Jaymin Rakeshkumar Shah.

The Independent Directors have submitted the requisite declarations confirming that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015, as applicable.

Based on the declarations and other information furnished by the Independent Directors, the Board is of the opinion that the Independent Directors fulfil the prescribed criteria of independence and are independent of the management of the Company. The Board is also of the opinion that they possess the requisite integrity, expertise, experience and competence necessary to effectively discharge their duties and responsibilities.

The Independent Directors continue to provide objective and independent judgement on matters placed before the Board and contribute to the Company s corporate governance framework.

The Key Managerial Personnel of the Company as at 31st March, 2026 were as follows:

Changes in the Board and Key Managerial Personnel

There was no other change in the composition of the Board of Directors or Key Managerial Personnel during the financial year under review , except as specifically stated in this Report.

The Board places on record its appreciation for the valuable contribution, guidance and support extended by the Directors and Key Managerial Personnel during the year and looks forward to their continued contribution towards the growth and development of the Company.

13. Policy on Directors Appointment and Remuneration

The Company has, on the recommendation of the Nomination and Remuneration Committee, adopted a comprehensive Policy on Selection, Appointment and Remuneration of Directors, Senior Management and other employees, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Policy lays down the framework and criteria for the selection, appointment and reappointment of Directors and Senior Management, including the qualifications, experience, expertise, skills, positive attributes and independence criteria to be considered while making such appointments.

The Policy also sets out the principles and parameters governing the remuneration of Directors, Key Managerial Personnel, Senior Management and other employees, with due consideration to their roles and responsibilities, qualifications, experience, performance and the Company s overall business objectives.

The Nomination and Remuneration Committee periodically reviews the Policy and makes appropriate recommendations to the Board wherever required, with a view to ensuring that the Company has an appropriate balance of skills, experience, knowledge and independence at the Board and senior management level.

A summary of the Policy and other relevant disclosures are provided in the Corporate Governance Report forming part of this Annual Report. The Policy is also available on the Company s website at www.vividmercantile.com.

14. Board and Director Performance Evaluation

Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors carried out an annual performance evaluation of the Board as a whole, its Committees and individual Directors, including the Chairperson, for the financial year under review.

The evaluation was undertaken through a structured framework covering various parameters relevant to the effective functioning of the Board and its Committees, including Board composition and diversity, effectiveness of Board deliberations, quality and timeliness of information provided to the Board, strategic oversight, decision-making, corporate governance practices, participation and contribution of Directors and overall effectiveness of the Board and its Committees.

The performance evaluation of the Independent Directors was also carried out with regard to their fulfilment of the applicable responsibilities and duties, their contribution to Board deliberations, independent judgement and overall effectiveness in discharging their functions.

The Board also evaluated the performance of its Committees and individual Directors, including the Chairperson, taking into consideration their respective roles, responsibilities, participation, contribution and effectiveness.

The evaluation process provided an opportunity to assess the overall effectiveness of the Board and its Committees and to identify areas for continued improvement in Board functioning and governance practices.

The Board is satisfied with the outcome of the performance evaluation and the contribution made by the Directors during the year under review.

Further details regarding the performance evaluation process, criteria and outcome are provided in the Corporate Governance Report forming part of this Annual Report.

15. FAMILIARISATION PROGRAMME FOR DIRECTORS

The Company conducts familiarisation programmes for its Directors to enable them to understand the business, operations, industry dynamics, regulatory framework, roles and responsibilities of the Board and its Committees, and other relevant matters relating to the Company.

The familiarisation programme includes presentations and briefings on the Company s business and operations, financial performance, strategic initiatives, risk management framework, governance practices, applicable statutory and regulatory requirements, and any other matters as may be considered appropriate from time to time.

The Company also provides opportunities to the Directors to interact with the senior management and key managerial personnel to facilitate a better understanding of the business and operations of the Company and to enable them to effectively discharge their duties and responsibilities.

In accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,ona details of the familiarisation programme imparted to the Directors are available on the Company s website.

16. POLICIES

The Company has adopted and implemented various policies and codes in accordance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws and regulations. These policies provide a framework for good corporate governance, ethical business conduct, transparency, accountability and compliance.

The policies are reviewed periodically by the Board of Directors and/or the respective Committees, as applicable, to ensure that they remain aligned with the Company s business requirements and the prevailing statutory and regulatory framework.

The Company s key policies and codes, as applicable, include the Code of Conduct for Directors and Senior Management Personnel, Policy on Related Party Transactions, Nomination and Remuneration Policy, Vigil Mechanism/Whistle Blower Policy, Policy for Determination of Materiality and other policies required under applicable laws and regulations.

The detailed policies of the Company are available on the Company s website www.vividmercantile.com.

17. AUDITORS

Statutory Auditors

M/s. Shah Karia & Associates, Chartered Accountants (Firm Registration No. 131546W), are the Statutory Auditors of the Company.

During the financial year under review, a casual vacancy arose in the office of the Statutory Auditor on account of the resignation of the previous Statutory Auditor. Pursuant to the provisions of Section 139(8) of the Companies Act, 2013, the Board of Directors appointed M/s. Shah Karia & Associates, Chartered Accountants (Firm Registration No. 131546W), to fill the said casual vacancy, subject to the approval of the Members.

Subsequently, at the Annual General Meeting held on 27th September, 2025, the Members approved the appointment of M/s. Shah Karia & Associates, Chartered Accountants, as Statutory Auditors of the Company for a period of five consecutive year, commencing from the financial year 2025-26 and continuing up to the financial year 2029-30, in accordance with the applicable provisions of the Companies Act, 2013.

However, after the closure of financial year the M/s. Shah Karia & Associates, Chartered Accountant has tendered their resignation from the position of Statutory Auditor due to personal reason and the Board of Directors in their meeting held on 2 nd September, 2026 has considered and approved appointment of M/s. P H Shah and Co., Chartered

Accountants [FRN:0115464W] as the Statutory Auditors have confirmed their eligibility and consent to continue as Statutory Auditors of the Company for 1 term of 5 year commencing from FY 2026-2027 to 2030-2031, subject to the approval of the Members, is included in the Notice of the ensuing Annual General Meeting ( AGM ) for consideration and approval of the Members. and they have also confirmed that their appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

Statutory Audit Report

The Auditors Report on the financial statements of the Company for the financial year ended 31st March, 2026 does not contain any qualification, reservation, adverse remark or disclaimer

The observations, if any, made by the Statutory Auditors in their Report, together with the relevant disclosures forming part of the financial statements, are self-explanatory. Accordingly, pursuant to Section 134(3) of the Companies Act, 2013, no further explanation or comments by the Board are considered necessary in respect of the Auditors Report.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company had appointed M/s. Neelam Somani & Associates, Company Secretaries, bearing Membership No. F10993, as the Secretarial Auditor of the Company.

The appointment of M/s. Neelam Somani & Associates was approved by the Members at the previous Annual General Meeting for a period of five consecutive years, commencing from the financial year 2025-26 to the financial year 2029-30, in accordance with the applicable provisions of the Companies Act, 2013.

The Secretarial Auditor conducted the secretarial audit of the Company for the financial year ended 31st March, 2026, and the Secretarial Audit Report in Form MR-3 forms part of this Annual Report and is annexed as Annexure B.

Subsequent to the closure of the financial year ended 31st March, 2026, M/s. Neelam Somani & Associates tendered their resignation as Secretarial Auditor of the Company due to personal reason. Accordingly, the Company has taken necessary steps for appointment of a new Secretarial Auditor in accordance with the applicable provisions of the Companies Act, 2013.

The Board of Director of the Company in their meeting held on 2 nd September, 2026 has considered and approved appointment of M/s Madhav Upadhyay and Associates Practising Company Secretary, as the Secretarial Auditor of the Company for 1 term of 5 Years commencing from FY 2026-2027 to 2030-2031, subject to the approval of the

Members, is included in the Notice of the ensuing Annual General Meeting ( AGM ) for consideration and approval of the Members. and they have also confirmed that their appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31st March, 2026, in Form MR-3, is annexed to this Report as Annexure B.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer requiring any further explanation or comments from the Board. The observations made in the said Report are in the nature of factual and procedural disclosures relating to the various corporate actions undertaken by the Company during the year, including alteration of the Memorandum of Association and issuance of rights shares, and do not warrant any specific clarification or explanation from the Board.

Cost Records and Cost Audit

The provisions relating to maintenance of cost records under Section 148(1) of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, are not applicable to the Company, as the products/services of the Company do not fall within the categories of industries or activities prescribed under the said Rules.

Accordingly, the Company is not required to maintain cost records under Section 148(1) of the Companies Act, 2013 and the applicable rules made thereunder. Consequently, the requirement for appointment of a Cost Auditor and conduct of Cost Audit is also not applicable to the Company for the financial year under review.

The Company has complied with the applicable provisions relating to audit and assurance requirements during the year under review.

18. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013

The Company has received declarations from all the Directors in the prescribed Form DIR-8, confirming that they are not disqualified from being appointed or continuing as Directors of the Company pursuant to the provisions of Section 164(2) of the Companies Act, 2013, read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Based on the declarations received from the Directors, the Board of Directors confirms that none of the Directors of the Company is disqualified from being appointed or continuing as a Director under the applicable provisions of the Companies Act, 2013.

19. Internal Financial Controls

The Company has established and maintained adequate internal financial controls commensurate with the size, scale and nature of its business and the complexity of its operations. These controls are designed to provide reasonable assurance regarding the reliability of financial reporting, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and compliance with applicable laws and regulations.

The internal financial control framework of the Company is supported by appropriate policies, procedures, processes and control mechanisms, which are periodically reviewed and strengthened, wherever considered necessary, in line with the changing business environment and operational requirements.

The management is responsible for establishing and maintaining adequate internal financial controls over financial reporting. The effectiveness of such controls is reviewed periodically by the management and the Statutory Auditors as part of their audit and other procedures.

The Statutory Auditors, in their Report under Section 143(3)(i) of the Companies Act, 2013, have expressed an unmodified/unqualified opinion and confirmed that the Company has, in all material respects, adequate internal financial controls over financial reporting and that such controls were operating effectively as at 31st March, 2026.

Accordingly, the Board is of the opinion that the Company has an adequate and effective internal financial control framework commensurate with its requirements.

20. Risk Management

The Company recognises that effective risk management is an integral part of achieving its business objectives and sustaining long-term growth. The Board of Directors periodically reviews the key business and financial risks faced by the Company and monitors the measures adopted by the management for identifying, assessing, mitigating and managing such risks.

The principal risks considered by the Company include price risk, credit risk and liquidity risk, along with other operational and financial risks that may arise in the normal course of business. The Company seeks to manage these risks through appropriate internal processes, regular monitoring, prudent financial management and timely decision-making.

The Board periodically evaluates the risk environment and reviews the adequacy of the measures adopted to mitigate identified risks. The management remains responsible for monitoring the identified risks and taking appropriate corrective and preventive measures, wherever required.

Based on the assessment undertaken during the year under review, the Board is of the opinion that there are no elements of risk which may threaten the existence of the Company.

The Company has not constituted a separate Risk Management Committee, as constitution of such a committee is not mandatory for the Company under the applicable provisions of the SEBI (LODR) Regulations, 2015, considering that the

Company does not fall within the category of the top 1,000 listed entities by market capitalisation.

Further details regarding the risk profile of the Company, key risks and the measures undertaken for their mitigation are provided in the Management Discussion & Analysis forming part of this Annual Report.

21. Corporate Social Responsibility (CSR)

The provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013, read with the applicable rules made thereunder, are not applicable to the Company for the financial year under review.

The Company does not meet the prescribed net worth, turnover or net profit thresholds specified under Section 135 of the Companies Act, 2013, for applicability of the CSR provisions.

Accordingly, the requirement to constitute a Corporate Social Responsibility Committee, formulate and implement a CSR Policy, incur expenditure towards CSR activities and make the disclosures prescribed under Section 135 of the Companies Act, 2013 is not applicable to the Company for the financial year ended 31st March, 2026.

The Company will continue to monitor the applicability of the CSR provisions based on the prescribed statutory thresholds and shall undertake the necessary compliances if and when the provisions become applicable.

22. Business Responsibility and Sustainability Reporting (BRSR)

The provisions relating to Business Responsibility and Sustainability Reporting (BRSR) under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are applicable to the specified listed entities based on the prescribed criteria, including the threshold relating to the top 1,000 listed entities by market capitalisation.

As the Company does not fall within the prescribed category of the top 1,000 listed entities by market capitalisation, the requirement to provide BRSR disclosures for the financial year under review is not applicable to the Company.

Accordingly, the Company has not prepared a separate BRSR Report for the financial year ended 31st March, 2026.

The Company remains committed to conducting its business responsibly and in accordance with applicable legal, regulatory and governance requirements.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism / Whistle Blower Policy in accordance with the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Vigil Mechanism provides a formal framework for Directors and employees to report genuine concerns relating to any suspected misconduct, unethical behavior, irregularities, violation of applicable laws, policies or other matters requiring appropriate attention. The mechanism is intended to promote a culture of transparency, accountability and ethical conduct within the organisation.

The Policy provides adequate safeguards against victimisation of persons who make disclosures in good faith and also provides for appropriate channels for reporting and addressing concerns. In exceptional cases, the Policy provides for direct access to the Chairperson of the Audit Committee.

During the financial year under review, no complaints or disclosures were received under the Vigil Mechanism / Whistle Blower Policy.

The Vigil Mechanism / Whistle Blower Policy is available on the Company s website and the details thereof are also provided in the Corporate Governance Report forming part of this Annual Report.

24. PREVENTION OF SEXUAL HARASSMENT (POSH) AND MATERNITY BENEFIT

The Company is committed to providing a safe, respectful and inclusive working environment for all its employees and has adopted appropriate measures in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

In compliance with the applicable provisions of the said Act, the Company has constituted an Internal Complaints Committee to consider and address complaints relating to sexual harassment at the workplace and to ensure appropriate redressal in accordance with the prescribed procedure.

The Company continues to create awareness regarding the prevention of sexual harassment and expects all employees to maintain appropriate standards of professional conduct and workplace behavior.

During the financial year 2025-26, the Company did not receive any complaint of sexual harassment. Accordingly, there were no complaints pending at the beginning or at the end of the financial year and no complaint was disposed of during the year.

Maternity Benefit

The Company complies with the applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time, and is committed to providing eligible women employees with the maternity benefits and related protections prescribed under the applicable law.

The Company ensures that eligible women employees are provided maternity leave and other applicable benefits in accordance with the provisions of the Act and the Company s applicable policies. The Company also strives to maintain a supportive and inclusive work environment for women employees and to ensure compliance with all applicable statutory requirements relating to maternity benefits.

Further details relating to the Internal Complaints Committee and compliance with the applicable provisions are provided in the Corporate Governance Report forming part of this Annual Report.

25. CODE OF CONDUCT

The Company has adopted a Code of Conduct for the Board of Directors and Senior Management Personnel in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Code is designed to promote ethical conduct, integrity, transparency, accountability and responsible corporate behaviour among the Directors and Senior Management Personnel of the Company.

All the Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct for the financial year under review. The declaration regarding compliance with the Code forms part of the Corporate Governance Report.

The Code of Conduct is available on the Company s website www.vividmercantile.com

26. HUMAN RESOURCES

The Company recognises its employees as an important part of its continued growth and operational effectiveness. The Company believes that a capable, committed and well-trained workforce is essential for maintaining quality, customer trust and consistency in its business operations.

During the financial year under review, the Company continued to focus on developing and strengthening the capabilities of its employees, particularly in areas relevant to product appraisal, compliance requirements, operational processes and customer service.

The Company seeks to foster a professional and supportive working environment that encourages responsibility, performance, learning and continuous improvement. The Company also remains committed to maintaining appropriate standards of employee conduct, workplace discipline and compliance with applicable laws and regulations.

Industrial relations remained cordial throughout the year under review. The Company continues to assess its human resource requirements in line with its business objectives and operational needs.

Further details relating to human resources, employee-related matters and other operational aspects are provided in the Management Discussion & Analysis forming part of this Annual Report.

27. PARTICULARS OF EMPLOYEES

The Company had a workforce of 6 (six) employees as on the date of this Report.

The Company has complied with the applicable provisions relating to disclosure of remuneration and particulars of employees under the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time.

None of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the financial year under review. Accordingly, the particulars of employees required to be furnished pursuant to Rule 5(2) of the said Rules are not applicable to the Company.

The Company continues to maintain appropriate employee-related records and remuneration practices in accordance with the applicable statutory requirements.

28. MANAGERIAL REMUNERATION DISCLOSURE UNDER RULE 5(1)

The disclosure pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, is attached as an Annexure to this Report and forms part of the Annual Report and marked as Annexure C

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with the applicable rules, are provided in the separate Annexure forming part of this Report.

The Company is primarily engaged in trading activities and does not undertake manufacturing operations. Accordingly, the particulars relating to conservation of energy and technology absorption, to the extent applicable to the Company, have been appropriately disclosed in the said Annexure.

The details relating to foreign exchange earnings and outgo during the financial year under review are also provided in the said Annexure D.

30. GREEN INITIATIVES

The Company recognises the importance of adopting environmentally responsible and sustainable practices in the conduct of its business.

As part of its green initiatives, the Company, wherever feasible, encourages the use of electronic modes of communication with its Members and other stakeholders. The Company provides the Annual Report, Notice of the Annual General Meeting and other shareholder communications through electronic means to Members who have registered their e-mail addresses with the Company, Depository Participants or Registrar and Transfer Agent, as applicable.

These measures contribute towards reducing paper consumption, minimising the environmental impact associated with physical communication and promoting more sustainable corporate practices.

The Company will continue to encourage digital communication and other environmentally conscious practices, wherever practicable.

31. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on 31st March, 2026, prepared in the prescribed manner, is available on the website of the Company at www.vividmercantile.com.

The Annual Return may be accessed by Members and other stakeholders through the relevant section of the Company s website.

32. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

As on 31st March, 2026, the Company does not have any subsidiary, joint venture or associate company.

Accordingly, the provisions relating to disclosure of particulars of subsidiaries, joint ventures and associate companies under Section 129(3) of the Companies Act, 2013, including the requirement to furnish Form AOC-1, are not applicable to the Company for the financial year under review.

33. MATERIAL CHANGES AND COMMITMENTS

During the financial year under review there was change in Registered office of the Company from Basement Medicare Centre, Behind M. J. Library, Opp. Stock Exchange Ellisbridge, Ahmedabad-380006 to G/19, Hemkut Owners Association, Opp. Capital Commercial Centre, Ashram Road, Ahmedabad, Gujarat 380009 w.e.f. August 20, 2025

Further w.e.f. 20 th August, 2026 the company has considered 505 Ratnanjali Solitaire, Prernatirth Road, Jodhpur Road, Satellite, Ahmedabad- 380015 as the additional place of business. As addition in place of business

Except for the matters disclosed elsewhere in this Report, including under the section relating to Share Capital and the matters set out under Significant and Material Orders below, there have been no material changes or commitments affecting the financial position of the Company between the end of the financial year ended 31st March, 2026 and the date of this Report.

The Company continues to monitor developments subsequent to the close of the financial year and will make appropriate disclosures wherever required under the applicable laws and regulations.

34. SIGNIFICANT AND MATERIAL ORDERS

During the financial year under review, there were no significant or material orders passed by any Regulator, Court or Tribunal which could have a material impact on the going concern status of the Company or its future operations.

However, subsequent to the closure of the financial year, the Securities and Exchange

Board of India ( SEBI ) passed an order dated 29 May 2026 against the Company and its

Director. Pursuant to the said order, the Company and the concerned Director were restrained from accessing the securities market and prohibited from buying, selling or otherwise dealing in securities, either directly or indirectly, or from associating with the securities market in any manner, for a period of five years, as specified in the said order.

The aforesaid order was duly disclosed by the Company to the Stock Exchange in accordance with the applicable provisions of the SEBI Regulations and other applicable laws.

The Company has filed an appeal against the said SEBI order before the Securities

Appellate Tribunal ( SAT ), and the matter is presently pending adjudication before the Tribunal. The Company is pursuing the matter in accordance with applicable law and the outcome of the appeal is awaited.

35. APPLICATIONS/PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, no application was made and no proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016.

There was no instance during the year of any proceeding under the Insolvency and Bankruptcy Code, 2016 which could have a material impact on the financial position or operations of the Company.

36. DETAILS OF DIFFERENCE IN VALUATION ON ONE-TIME SETTLEMENT

During the financial year under review, there was no one-time settlement entered into by the Company with any Bank or Financial Institution.

Accordingly, the requirement to disclose the difference between the amount of valuation done at the time of one-time settlement and the valuation done while taking a loan from Banks or Financial Institutions is not applicable to the Company.

37. LISTING FEES

The Company has complied with its obligations relating to payment of annual listing fees to BSE Limited for the financial year 2025-26.

The annual listing fees payable to BSE Limited for FY 2025-26 have been paid.

38. COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, the Company has complied with the applicable

Secretarial Standards issued by the Institute of Company Secretaries of India ( ICSI ) and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

The Company has complied with the applicable provisions of Secretarial Standard 1 (SS-1) relating to Meetings of the Board of Directors and Secretarial Standard 2 (SS-2) relating to General Meetings, as applicable to the Company during the financial year.

The Company continues to maintain appropriate records and processes to ensure adherence to the applicable Secretarial Standards and the requirements of the Companies Act, 2013 and the rules made thereunder

39. MANAGEMENT DISCUSSION ANALYSIS

The Management Discussion and Analysis Report ( MD&A ) forms an integral part of this Annual Report and provides an overview of the Company s business operations, financial performance, industry and business environment, opportunities and challenges, risks and concerns, internal control systems and other relevant developments during the financial year under review.

The MD&A Report is provided as a separate section of this Annual Report and should be read in conjunction with the Directors Report and the audited financial statements of the Company for the financial year ended 31st March, 2026, the same is marked as Annexure E

40. Corporate Governance Report

The Company is committed to maintaining high standards of corporate governance and conducting its affairs with transparency, accountability, integrity and due regard to the interests of all its stakeholders.

The Corporate Governance Report forms an integral part of this Annual Report and provides details of the Company s governance framework, composition and functioning of the Board of Directors and its Committees, Board and Committee meetings, attendance, performance evaluation, policies, disclosures and other matters relating to the Company s corporate governance practices.

The Corporate Governance Report is presented as a separate section of this Annual Report and should be read in conjunction with the Directors Report and the audited financial statements for the financial year ended 31st March, 2026.

41. Directors Responsibility Statement

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards had been followed and there are no material departures 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 as at 31st March, 2026 and of the profit of the Company for the year ended on that date;

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

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

(e) the Directors had laid down internal financial controls to be followed by the Company and 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.

42. Acknowledgements

Your Directors wish to place on record their sincere appreciation for the co-operation and support received from the shareholders, customers, suppliers, bankers, regulatory authorities and other stakeholders during the year, and for the dedication and commitment shown by employees at all levels.