FINANCIAL HIGHLIGHTS

The key highlights of the financial statements (Standalone & Consolidated) of Mobavenue AI Tech Limited ('the company or 'Mobavenue AI') for the FY ended March 31, 2026 are as follows:

(Rs. in Lakhs, except for Earnings per share data)

OPERATIONAL PERFORMANCE & FUTURE OUTLOOK:

The financial year 2025-26 was another year of significant progress for your Company, marked by strong operational execution, sustained business expansion and continued focus on delivering technology-led marketing solutions. As a trusted performance marketing and AI-driven advertising technology platform, your Company remains committed to enabling brands to achieve measurable business outcomes through data-driven insights, advanced analytics and innovative customer acquisition solutions.

During the year under review, your Company continued to strengthen its capabilities across the digital advertising value chain by leveraging proprietary technology, automation and artificial intelligence to deliver scalable and outcome-driven marketing solutions. The Company's customer-centric approach, diversified service portfolio and focus on innovation enabled it to enhance client relationships, expand its market presence and capitalize on the growing demand for digital transformation and outcome-led marketing solutions. The Company's financial performance during the year reflects the successful execution of its business strategy and disciplined focus on profitable growth. On a standalone basis, Revenue from Operations increased to RS. 1,868.13 Lakhs as compared to RS. 452.00 Lakhs in the previous year, registering growth. Profit After Tax increased to RS. 382.48 Lakhs from RS. 77.10 Lakhs in FY 24-25, reflecting improved operating leverage and enhanced business efficiencies,

On a consolidated basis, Revenue from Operations for current financial year is RS. 21,847.77 Lakhs and RS. 8,669.94 Lakhs in the previous financial year. Consolidated Profit After Tax increased to RS. 2,934.99 Lakhs from RS. 966.39 Lakhs in FY 24-25, underlining the strength of the Group's business model, operational resilience and continued focus on sustainable value creation.

The Company continues to invest in strengthening its technology capabilities, expanding its AI-enabled product offerings and enhancing data-driven decision making across its business operations. Its ability to deliver customized and outcome-led marketing solutions, supported by technology and analytics, positions the Company favourably in an evolving digital ecosystem where accountability, measurable outcomes and return on marketing investments continue to be key priorities for advertisers.

India's digital economy continues to present significant long-term growth opportunities, supported by increasing internet penetration, rapid adoption of digital commerce, growing consumption across digital platforms and rising investments in technology-enabled marketing solutions. Your Company remains well positioned to leverage these structural trends through continuous innovation, operational excellence and strategic investments in technology and talent.

Going forward, the Company will continue to focus on strengthening its market leadership, expanding its customer base, enhancing operational developing innovative

AI-powered marketing solutions and pursuing scalable growth opportunities across domestic and international markets. The Board believes that the Company's differentiated technology platform, strong execution capabilities, experienced management team and prudent governance framework will continue to support sustainable growth and create long-term value for its shareholders and other stakeholders.

REVIEW OF OPERATIONS AND STATE OF THE COMPANY'S AFFAIRS:

Mobavenue AI Tech Limited (formerly known as Lucent

Industries Limited) is a digital-first group that creates AI-powered advertising, marketing, and consumer growth platforms, driving meaningful growth for businesses worldwide. Mobavenue, is a leading global AI-powered AdTech and Consumer Growth Company that helps businesses, media agencies, and publishers connect with high-intent consumers through advanced intelligence. Focused on enabling businesses to harness digital transformation, Mobavenue AI Tech empowers enterprises worldwide to grow, compete, and succeed in a connected ecosystem driven by technology, data, and measurable results.

Mobavenue AI is a digital-first technology group shaping the future of digital advertising and marketing through AI-powered platforms and consumer growth solutions.

Your Company delivers & designs products and services that empower businesses to scale digitally, blending advertising, marketing technology, AI-led data intelligence, and strategy to unlock their full potential. At Mobavenue AI Tech, we don't just adapt to change; we engineer what's next. By combining transformative technologies, deep data insights, and outcome-driven strategies, we help reshape the global digital ecosystem and fuel business growth at scale.

The equity shares of the Company are listed on the BSE Limited.

MATL is India's trusted AdTech and consumer growth company, driving sustainable growth for brands at every stage of the customer journey with impactful, data-driven insights to achieve global success. The Company positions itself as a growth partner, specializing in delivering strategies that yield measurable outcomes aligned with our clients' goals, ensuring clear, scalable, and sustainable success. With an AI-powered approach, an eye for evolving trends, and a passion for excellence, we help brands rise above challenges in today's dynamic digital world. From strategizing to execution, every move we make is centered on performance and creating lasting value.

Your Company does not believe in a one-size-fits-all approach.

Instead, it designs personalized campaign strategies that connect brands with their target audiences, driving engagement and maximizing ROI.

Wherever the high-intent audience may be, the company's extensive network across diverse markets ensures that businesses can effectively reach and engage with them. The Company's team of experts brings deep industry knowledge and unparalleled commitment to helping make brands stand out, overcome market noise and achieve the next level growth.

More details on the operational and financial performance of your Company are provided in the Management Discussion & Analysis Report, which forms a part of this Annual Report.

AMOUNT TRANSFERRED TO RESERVES

The Company has not transferred any amount to the general reserves or any other reserve during the FY under review.

DIVIDEND

The Board of Directors has recommended a final dividend of H0.50 (Rupees Fifty Paise only) per equity share of face value RS. 10/- each for the Financial Year ended March 31, 2026, subject to the approval of the members at the ensuing Annual General

Meeting. Pursuant to the sub-division/split of the equity shares of the Company, the dividend, if approved, shall be paid on the sub-divided equity shares in such proportionate amount as may be determined in accordance with the applicable provisions of the Companies Act, 2013 and other applicable laws.

The dividend shall be paid to the eligible shareholders after deduction of tax at source, wherever applicable, in accordance with the provisions of the Income-tax Act, 1961 and other applicable statutory provisions.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Company has adopted the “Dividend Distribution Policy” setting out the broad principles for guiding the Board and the management in matters relating to declaration and distribution of dividend. The same is available on the Company's website at https://www.mobavenue.ai/ investor_doc/01_Dividend_Distribution_Policy.pdf.

A) AUTHORISED SHARE CAPITAL

The Authorized Share Capital of the Company was

H 16,00,00,000/- (Rupees Sixteen Crores only), divided into 1,60,00,000 equity shares of Rs. 10/- (Rupees Ten only) each, as on March 31, 2025. During the year under review, the Authorized Share Capital of the Company was increased to Rs. 20,00,00,000/- (Rupees Twenty Crores only), divided into 2,00,00,000 equity shares of Rs. 10/- (Rupees Ten only) each.

B) ISSUED, SUBSCRIBED AND PAID-UP CAPITAL

The Issued, Subscribed and Paid-up Share Capital of the Company as at March 31, 2025 was Rs. 15,00,00,000/- (Rupees Fifteen Crores only), comprising 1,50,00,000 equity shares of Rs. 10/- (Rupees Ten only) each. During the year under review, the Company increased its Issued, Subscribed and Paid-up Share Capital through the allotment of 4,59,558 equity shares pursuant to a preferential issue. Accordingly, the Issued, Subscribed and Paid-up Share Capital of the Company stood at Rs. 15,45,95,580/- (Rupees Fifteen Crores Forty-Five Lakhs Ninety-Five Thousand Five Hundred Eighty only), comprising 1,54,59,558 equity shares of Rs. 10/- each, as on March 31, 2026.

PREFERENTIAL ISSUE - EQUITY SHARES

During the year under review, the Board of Directors of the Company approved the allotment of 4,59,558 fully paid-up Equity Shares of face value of RS. 10/- each at an issue price of RS. 1,088/- per Equity Share (including a premium of RS. 1,078/- per Equity Share), aggregating to RS. 49,99,99,104/-, on a preferential basis to certain non-promoter investors, in accordance with the provisions of the Companies Act, 2013 and the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended. The proceeds raised are being utilized towards strategic acquisitions, growth expansion, technological advancements and general corporate purposes. The details of the allottees are provided below:

PREFERENTIAL ALLOTMENT OR QUALIFIED INSTITUTIONS PLACEMENT AS SPECIFIED UNDER REGULATION 32 (7A) SEBI LISTING REGULATIONS:

During the year under review, the Company raised funds aggregating to RS. 49,99,99,104/-(Forty Nine Crores Ninety Nine Lacs Ninety Nine Thousand One Hundred Four only) through Preferential Issue of Equity Shares. The details pertaining to utilization of the aforesaid funds, including status of utilization till the date of this Report, are provided in Annexure-V forming part of this Report titled “Statement on Deviation or Variation for proceeds of Public Issue, Rights Issue, Preferential Issue, Qualified Institutions Placement etc.” pursuant to Regulation 32 of the SEBI Listing Regulations, 2015.

Members of the Company approved, through Postal Ballot, the sub-division/split of each existing equity share of face value RS. 10/- into 5 (Five) equity shares of face value RS. 2/- each, in accordance with the applicable provisions of the Companies

Act, 2013 and the SEBI Listing Regulations, 2015. The subdivision will becomeeffectivefromtheRecordDatefixed by the Board of Directors, and the equity shares issued pursuant thereto rank pari passu with the existing equity shares of the Company.

A) ALTERATION OF MEMORANDUM OF ASSOCIATION & ARTICLES OF ASSOCIATION

During the year under review, the Company undertook certain alterations to its Memorandum of Association

(“MOA”) and Articles of Association (“AOA”). The

Company changed its name from Lucent Industries Limited to Mobavenue AI Tech Limited, and the MOA and AOA were altered accordingly. Further, the Authorized Share Capital of the Company was increased from

H 16,00,00,000/- (Rupees Sixteen Crore only) divided into 1,60,00,000 (One Crore Sixty Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each toH 20,00,00,000/- (Rupees Twenty Crore only) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs. 10/- (Rupees Ten only) each and Clause V (Capital Clause) of the MOA was altered to reflect the same, as detailed above.

Subsequent to the close of the financial year, in April 2026, the Company undertook further alterations to its MOA.

The Company approved sub-division/split of its equity shares from face value of Rs. 10/- (Rupees Ten only) each

to Rs. 2/- (Rupees Two only) each. Consequently, the Issued, Subscribed and Paid-up Share Capital of the Company, while remaining unchanged at Rs. 15,45,95,580/-(Rupees Fifteen Crores Forty Five Lacs Ninety Five Thousand Five Hundred Eighty only) was subdivided into 7,72,97,790 equity shares of Rs. 2/- (Rupees Two only) each. Accordingly,

Clause V (Capital Clause) of the MOA was altered, and the Authorized Share Capital of the Company now stands at

H 20,00,00,000/- (Rupees Twenty Crores only) divided into 10,00,00,000 equity shares of Rs. 2/- (Rupees Two only) each.

Further, the Company also altered Clause III(B) (Objects Incidental or Ancillary to the Attainment of the Main Objects) of the MOA by insertion of new sub-clauses to enable the Company to, inter alia, raise funds, provide financial support and extend guarantees in connection with its business operations and strategic initiatives, including support to its subsidiaries, associate companies, joint ventures and group entities.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FY AND DATE OF THE REPORT

1. Mobavenue Media Private Limited, the Company's wholly owned subsidiary, was recognised at the DIGIXX Awards

2026 for its achievements in AI-powered marketing technology, reflecting the strength of the Company's innovation-led offerings.

2. The Company expanded its international presence through its entry into the ASEAN region, reinforcing its long-term strategy of geographic diversification and global growth.

3. The Company granted stock options under the

'Mobavenue AI Tech Limited – Employee Stock Option

Scheme 2025' in accordance with the approved scheme.

4. The Company expanded the international presence of its

AI-powered advertising technology portfolio through the launch of PrsmX and its AI-powered full-funnel advertising platforms in the Philippines.

Apart from the developments stated above, there have been no material changes and commitments affecting the financial position of the Company between the end of the FY and the date of this Report.

CHANGE IN THE NATURE OF BUSINESS

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

PUBLIC DEPOSITS

During the year under review, your Company has neither invited nor accepted any deposits from the public falling within the purview of Sections 73 and 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Further, no amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2026.

MATERIAL EVENTS DURING THE YEAR UNDER REVIEW

1. Acquisition of 100% equity shares of Mobavenue Media Private Limited, making it a wholly owned subsidiary of the Company;

2. Expansion- Presence into key international markets, including the United States, through its United Kingdom-based entity.

3. Change in the name of the Company from Lucent Industries Limited to Mobavenue AI Tech Limited;

4. Achievement of a key milestone through the launch of a new AI-driven product “OrbitX” by the Company's subsidiary in the United Kingdom;

5. Key Product Milestone Achieved with Launch of PrsmX 1.0.

6. Fund raising by way of issuance of equity shares on a preferential basis;

7. Shifting of the Registered Office of the Company from the State of Madhya Pradesh to the State of Maharashtra subject to the approval of ROC and other authorities;

8. Introduction and implementation of Mobavenue AI Tech

Limited Employee Stock Option Scheme 2025;

9. Expansion of international operations with commencement of business in Brazil, Chile and Argentina, as part of the Company's growth strategy;

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year 2025 2026 and up to the date of this

Report, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company:

A) APPOINTMENTS/CHANGE IN DESIGNATION:

• Mr. Ishank Joshi (DIN: 05289924) was re-designated from Executive Director to Managing Director & Chief

Executive Officer of the Company pursuant to Special

Resolution passed by the members at the EOGM held on April 15, 2025

• Mr. Tejas Rathod (DIN: 07111110) was appointed as a Whole Time Director & Chief Financial Officer and subsequently re-designated as Whole Time Director

& Chief Technology Officer of the Company pursuant to Special Resolution passed by the members at the

EOGM held on April 15, 2025

• Mr. Kunal Kothari (DIN: 07111105) was re-designated from Executive Director to Whole Time Director &

Chief Operating Officer of the Company pursuant to Special Resolution passed by the members at the

EOGM held on April 15, 2025

• Mr. Vijay Basantani was appointed as Group Chief

Financial Officer of the Company with effect from April 01, 2026.

Regularisation of following additional directors pursuant to Special Resolution passed by the members at the EOGM held on April 15, 2025.

Mr. Amit Kumar Mundra as an Independent Director of the Company.

Ms. Kanchan Vohra as an Independent Director of the Company.

Mr. Pankaj Jain as an Independent Director of the Company.

ROTATION

In accordance with the provisions of Section 152(6) of the Act read with the rules made thereunder and in terms of Articles of Association of the Company, Mr. Tejas

Rathod, Whole Time Director & Chief Technology Officer (DIN: 07111110) of the Company is liable to retire by rotation at the ensuing 16th AGM and being eligible, offered himself for re-appointment. The Board of

Directors, on the recommendation of the Nomination and Remuneration Committee has recommended his re-appointment.

The disclosures required pursuant to Regulation 36 of the

SEBI Listing Regulations read with Secretarial Standard

2 on General Meetings relating to the aforesaid reappointment of director is given in the Notice of AGM.

C) RESIGNATIONS

Mr. Tejas Rathod stepped down from the position of Chief Financial Officer of the Company with effect from March 31, 2026, but continued to serve as the Whole Time Director of the Company. The Board places on record its appreciation for the valuable contributions made by the Directors and Key Managerial Personnel during their tenure with the Company. As on March 31, 2026, the Board of Directors of the Company comprises of three (3) Executive Directors and three (3) Independent Directors, including one (1) woman Independent Director as follows:

The composition of the Board of the Company is in conformity with Regulation 17 of SEBI Listing Regulations and Section 149 of the Companies Act, 2013.

All Directors are eminent individuals with proven track records and their detailed backgrounds are provided in the Corporate Overview Section forming part of this Annual Report.

None of the Directors are disqualified as specified under Section 164 of the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS

The Board comprises of three Independent Directors as on

March 31, 2026. The tenure of all Independent Directors is in accordance with the Act and SEBI Listing Regulations. The Company has received necessary declarations from all the Independent Director that they satisfy the criteria of independence laid down under the provisions of Section

149 of the Companies Act, 2013 and Regulation 16 of

SEBI Listing Regulations. The Board is of the opinion that no circumstances have arisen till the date of this report which may affect their status as Independent Directors of your Company.

The Board is satisfied with the integrity, expertise, experience (including proficiency in terms of Section 150(1) of the Companies Act, 2013 and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 of the Act together with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the

Company have included their names in the data bank of

Independent Directors maintained with the Indian Institute of Corporate Affairs.

The Independent Directors of the Company had no pecuniary relationship or transactions during the year with the Company, other than fixed remuneration and sitting fees, as detailed in Corporate Governance Report forming part of this report.

Based on disclosures provided by them, none of them are disqualified/debarred from being appointed or continuing as

Directors of the Company by any order of Ministry of Corporate

Affairs/ SEBI or any other statutory authorities.

ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

Pursuant to the provisions of Sections 134 and 178 of the Companies Act, 2013 and Schedule IV of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, the Board of Directors has put in place a process to formally evaluate the effectiveness of the Board, its Committees and individual Directors.

The evaluation was conducted via a questionnaire containing qualitative questions, with responses provided on a rating scale. Evaluation was based on criteria such as the composition of the Board and its Committees, their functioning, communication between the Board, its committees and the management of the Company, and performance of the Directors and Chairperson of the Board based on their participation in effective decision making and their leadership abilities.

The Independent Directors also held on March 18, 2026 a separate meeting during the FY, to evaluate the performance of the Board as a whole, the Non-Independent Directors and the chairperson of the Board.

The outcome of the performance evaluation as carried out on the basis of the above mechanism was discussed by the

Nomination and Remuneration Committee and the Board at their respective meeting. They noted the performance to be satisfactory and it also reflected the commitment of the

Board members and its Committees to the Company.

FAMILIRISATION PROGRAMME OF DIRECTORS

The Company has put in place a familiarisation programme for all its Directors including Independent Directors and the same is available on its website at https://www. mobavenue.ai/investor_doc/14._Policy_for_Familiarisation_ Programme_For_Independent_Directors.pdf.

BOARD AND COMMITTEE MEETINGS Board Meetings:

During the year under review, the Board met 7 (Seven) times. The intervening gap between the two consequent board meetings was within the period prescribed under the Act. The details of the meetings are disclosed in the Corporate Governance Report forming part of this Annual Report.

Committee Meetings: a) Audit Committee

The Board has constituted Audit Committee under the applicable provisions of the Companies Act, 2013 and the

SEBI Listing Regulations.

The details of the Committee along with their charters, composition and meetings held during the year are given in the Corporate Governance Report forming part of this Annual Report.

There were no such instances where the recommendation of Audit Committee has not been accepted by the Board during the FY under review.

b) Nomination and Remuneration Committee

The Board has constituted a Nomination and Remuneration

Committee under the applicable provisions of the Companies

Act, 2013 and the SEBI Listing Regulations.

The details of the Committee along with their charters, composition and meetings held during the year are given in the Corporate Governance Report forming part of this Annual Report.

There were no such instances where the recommendation of Nomination and Remuneration Committee has not been accepted by the Board during the FY under review.

c) Stakeholders' Relationship Committee

The Board has constituted a Stakeholders' Relationship Committee under the applicable provisions of the

Companies Act, 2013 and the SEBI Listing Regulations.

The details of the Committee along with their charters, composition and meetings held during the year are given in the Corporate Governance Report forming part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Act, the Directors to the best of their knowledge and ability, hereby confirm and state that: a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. We have 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

FY March 31, 2026, and of the profit of the company for that period; c. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, to the extent applicable, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. We have prepared the annual accounts on a going concern basis; e. We 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. We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Board of Directors, on recommendation of its Nomination and Remuneration Committee have adopted a Nomination and Remuneration Policy, in compliance with the provisions of Section 178(3) of the Companies Act, 2013 read with the applicable Rules framed thereunder and Regulation 19(4) read with Part D of

Schedule II of SEBI Listing Regulations.

The said Policy is available on the website of the Company at https://www.mobavenue.ai/investor_doc/13._Nomination_And_ Remuneration_Policy.pdf

The salient features of the policy, inter alia include:

• Criteria for appointment, removal and retirement of Directors and Managerial Personnel including the qualification and diversity requirements, their term and their evaluations

• Policy for remuneration to Executive Directors, Non-Executive / Independent Directors and Managerial Personnel

EMPLOYEE STOCK OPTION SCHEME

The Board of Directors of the Company at its meeting held on

November 21, 2025 and the Members of the Company at the Extra-Ordinary General Meeting held on December 19, 2025 approved “Mobavenue AI Tech Limited Employee Stock Option Scheme 2025” (“MATL ESOP 2025”) in accordance with the provisions of the Companies Act, 2013 read with applicable Rules framed thereunder and the provisions of the SEBI (Share Based

Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI

SBEB Regulations”).

The Scheme has been implemented with an objective to attract, retain, motivate and reward employees and Directors of the Company and its group entities by enabling employee participation in the long-term growth and financial success of the Company. During the year under review, the Nomination and Remuneration

Committee of the Company, by way of circular resolution passed on April 30, 2026, approved grant of 1,21,705 Stock Options to eligible employees under MATL ESOP 2025.

Each option granted under the Scheme shall entitle the employee to apply for one Equity Share of the Company upon vesting and exercise in accordance with the terms of the Scheme and applicable laws.

The disclosure required under Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Pursuant to Regulation 13 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, a Certificate from the Secretarial Auditor confirming that the Company's Share Based Employee Benefit Scheme has been implemented in accordance with the applicable provisions of the said Regulations forms part of Annexure IV to this Report.

RISK MANAGEMENT

The requirement of constituting a Risk Management Committee under Regulation 21 of the SEBI Listing Regulations is applicable only to the top 1000 listed companies, determined on the basis of market capitalisation. Accordingly, the said provision is not applicable to the Company.

However, the Company has formulated and adopted a comprehensive Risk Management Policy and established a mechanism for risk assessment and mitigation. The Policy identifies potential events that could pose risks (“Risks”) and, if materialised, may adversely affect shareholder value, hinder achievement of business objectives, impair strategic implementation, disrupt operations, or damage the Company's reputation.

The identified

• Strategic Risks

• Operational Risks

• Regulatory Risks

The Risk Management Policy is available on the Company's website at https://www.mobavenue.ai/investor_doc/Risk_ Management_Policy1.pdf.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI Listing Regulations, the Company has established a Whistle Blower Policy / Vigil Mechanism for Directors and employees to report genuine concerns to the management, instances of unethical behaviour, actual or suspected, fraud or violation of the Company's code of conduct. The policy also provides direct access to the Chairperson of the Audit Committee under certain circumstances in appropriate or exceptional circumstances.

The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct, to open communication and to provide necessary safeguards for protection of Directors or employees or any other person who avails the mechanism from reprisals or victimisation, for whistle blowing in good faith.

The policy is available on the website of the Company at https:// www.mobavenue.ai/investor_doc/02_Whistle_Blower_Policy.pdf. During the FY 25-26, no complaint was received under the Whistle Blower Policy.

ANNUAL RETURN

Pursuant to Sections 134(3)(a) and 92(3) of the Act, a copy of the annual return is available on the website of your Company at https://www.mobavenue.ai/investor/annual-report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of the loans, guarantees, securities and investments covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in the notes forming part of the

Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has formulated a Policy on Related Party

Transactions in accordance with the provisions of Sections

177 and 188 of the Act and Rules made thereunder read with Regulation 23 of SEBI Listing Regulations, 2015 as amended from time to time, which has been approved by the Board and the same is available on the website of the Company at https:// www.mobavenue.ai/investor_doc/Related_Party_Transaction_ Policy1.pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its related parties.

All contracts, arrangements and transactions entered into by the Company during the year with related parties were in the ordinary course of business and on an arm's length basis and were in compliance with the applicable provisions of the Companies

Act, 2013 and the SEBI Listing Regulations, 2015. The Company has entered into material related party transactions during the year under review with the members approval. None of the transactions with related parties were in conflict with the interest of the Company.

Since all the transactions with related parties during the year were on arm's length basis and in the ordinary course of business, the disclosure of related party transactions as required under

Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 25-26.

The details of related party transactions, as required under Indian

Accounting Standard (Ind AS) 24, are disclosed in the notes to the

Financial Statements forming part of this Annual Report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 forms part of the Board's Report as

Annexure-I.

HUMAN RESOURCES AND EMPLOYEE RELATIONS

As on March 31, 2026, the Company had 12 employees, including the Executive Directors. Across the Group, the workforce numbers more than 200 professionals, including technology entrepreneurs and experienced industry leaders.

The Company continues to focus on creating a conducive work environment and fostering a culture of performance and accountability. Several initiatives aimed at enhancing employee productivity, engagement and well-being have been implemented over the past few years. A detailed discussion on human resource development and employee initiatives forms part of the Management Discussion and Analysis Report, which is annexed to this Annual Report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company has two wholly owned subsidiaries, one in the United Kingdom and one in India, namely Mobavenue Global Holdings Limited and Mobavenue Media Private Limited, respectively.

Mobavenue Global Holdings Limited has incorporated a step-down subsidiary in the United States of America, namely

Mobavenue LLC.

Further, Mobavenue Media Private Limited has a subsidiary,Surge Company Limited Liability Company, incorporated in Russia. The Company does not have any Associate Company or Joint Venture. Further, no entity ceased to be a Subsidiary, Associate or Joint Venture of the Company, during the FY under review.

Accordingly, the statement containing salient features of financials of subsidiary, in the prescribed form AOC-1 pursuant to Section 129 of the Act read with Rule 5 and 8(1) of the Companies (Accounts) Rules, 2014 is forms part of this Annual Report and is annexed hereto as Annexure–II.

The Policy on ‘Determination of Material Subsidiaries' is available on the website of the Company at https://www.mobavenue.ai/ investor_doc/09._Determination_of_Material_Subsidiaries.pdf.

AUDITORS AND AUDIT REPORT A) STATUTORY AUDITORS

M/s. N. A. Shah Associates LLP, Chartered Accountants (Firm Registration No. 116560W / W100149), were appointed as the Statutory Auditors of the Company for a term of 5 (five) consecutive years, commencing from the conclusion of the 15th AGM until the conclusion of the 20th AGM, subject to the approval of the Members.

The Statutory Auditors' Report on the standalone and consolidated financial statements of the Company for FY 25-26 is annexed to the Financial Statements and contains no qualifications, reservations, adverse remarks or disclaimers. The Notes to Accounts are self-explanatory and do not call for any further comments.

B) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Board of Directors appointed M/s. Vishal N. Manseta, Practising Company Secretary (Peer Review Certificate No. 1584/2021), as the Secretarial Auditor of the Company for a term of five (5) consecutive financial years commencing from FY 25-26 to FY 29-30.

The Secretarial Audit Report for the financial year ended March 31, 2026, in the prescribed Form MR-3, forms part of this Report as Annexure–III. The Company remained committed to compliance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the SEBI (Prohibition of Insider Trading) Regulations, 2015 and other applicable laws throughout the Financial Year

2025 26. The Secretarial Auditor has, however, observed a delay of four days in the submission of the financial results for the quarter and year ended March 31, 2025, initial non-compliance with the Structured Digital Database

(SDD) requirements under the SEBI (Prohibition of Insider Trading) Regulations, 2015, which was subsequently rectified and the Company's status was revised to 'SDD Compliant', and a delay of three days in depositing the interim dividend declared on November 13, 2025 into the designated bank account under Section 123(4) of the Companies Act, 2013.

The Board has taken note of these observations and has strengthened the Company's compliance monitoring and internal control mechanisms to ensure timely compliance with all applicable statutory and regulatory requirements going forward.

The Board wishes to clarify that the aforesaid delay was an isolated instance and appropriate measures have since been implemented to further strengthen the Company's compliance monitoring framework and internal review processes to ensure timely compliance with all applicable statutory and regulatory requirements.

Further, pursuant to SEBI Circular No. CIR/CFD/ CMD1/27/2019 dated February 08, 2019, the Company has obtained the Annual Secretarial Compliance Report for the financial year ended March 31, 2026, from M/s. Vishal N. Manseta, Practising Company Secretary, confirming compliance with all applicable SEBI Regulations and circulars/ guidelines issued thereunder. The said report was submitted to the Stock Exchange(s) within the prescribed timeline. The Annual Secretarial Compliance Report also contains the aforesaid observation relating to the delayed submission of the financial results for thequarter and financial year ended March 31, 2025, for which the Board's explanation is provided above.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Board of Directors of Mobavenue Media Private Limited, Wholly

Owned Subsidiary of Mobavenue AI Tech Limited, appointed CS Hardik Darji, Partner at HD and Associates, Practicing Company Secretaries (Membership No.: 47700 and Certificate of Practice No. 21073)as the Secretarial Auditor of the Company for a the financial 2025-2026. The Secretarial Audit Report for the March 31, 2026, in the prescribed Form MR-3, forms part of this Report as Annexure–III. The Report does not contain any qualification, reservation, adverse remark or disclaimer

C) INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Board of Directors at its meeting held on February

07, 2025, appointed M/s. N G Jain & Co., Chartered Accountants (Firm Registration No. 103941W) were appointed as the Internal Auditors of the Company for a term of 3(three) FY, up to FY 27-28.

REPORTING OF FRAUDS BY AUDITORS

During the FY under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee under

Section 143(12) of the Act, any instances of fraud committed against the Company by its officers and employees, details of which are required to be mentioned in the Board's Report.

MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148(1) of the Act read with Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014 and Rules 3 & 4 of the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain cost records for the FY under review.

ADEQUACY

The Company has established internal financial controls by way of policies and procedures that are commensurate with the size of its operations, and these are operating effectively and adequately.

These policies and procedures are designed to ensure efficient conduct of your Company's business, safe keeping of its assets, prevention and detection of frauds and errors, optimal utilization of resources, accurate and reliable maintenance of the books of accounts, timely and reliable preparation of financial information, and adherence to compliance.

The Internal Auditors of the Company have performed a detailed evaluation of the adequacy and effectiveness of the internal control systems, and their reports were reviewed and discussed in the Audit Committee meetings and shared with the Statutory Auditors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) read with Schedule V of SEBIListing Regulations, the Management Discussion and Analysis Report covering a detailed review of the operations, state of affairs, performance and outlook of the Company is annexed herewith and forms a part of Annual Report.

CORPORATE GOVERNANCE REPORT

The Company strives to undertake best Corporate Governance practices for enhancing and meeting stakeholders' expectations while continuing to comply with the mandatory provisions of Corporate Governance under the applicable framework of SEBI Listing Regulations. year ended In compliance with Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a detailed Report on Corporate

Governance, along with a Certificate from a Practicing Company

Secretary regarding compliance of the conditions of Corporate Governance, is annexed herewith forms a part this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The provisions relating to submission of the Business Responsibility and Sustainability Report (BRSR) under Regulation 34(2)(f) of the SEBI Listing Regulations are applicable only to the top 1000 listed companies, determined on the basis of market capitalisation.

As on March 31, 2026, the said requirement is not applicable to the Company.

SUSTAINABILITY OUTLOOK

Although the provisions of Business Responsibility and Sustainability Reporting (BRSR) are presently not applicable to the Company, the company remains committed to integrating Environmental, Social and Governance (ESG) principles into its long-term strategic vision. As a digital-first organisation, our operations inherently carry a lower environmental footprint, and we continuously strive to enhance energy efficiency, promote sustainable digital infrastructure, and encourage paperless workflows.

On the social front, the Company fosters an inclusive and equitable workplace and prioritises employee well-being, diversity, and skill development. Our governance practices are rooted in transparency, ethical conduct, and regulatory compliance, ensuring long-term value creation for stakeholders.

As we continue to scale our digital and mobile marketing solutions, we are actively exploring opportunities to embed ESG goals in our service delivery, vendor engagement, and internal decision-making frameworks. The Company endeavours to evolve its sustainability roadmap in line with stakeholder expectations and emerging regulatory norms.

DEMATERIALISATION OF SHARES

As on March 31, 2026, 100% of the Company's paid-up equity share capital is held in dematerialised form.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

As on March 31, 2026, no orders were passed by the regulators or courts or tribunals which impact the going concern status of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of Section 135 of the Companies Act, 2013 (“Act”) read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted a Corporate Social Responsibility (“CSR”) Policy, which is available on the website of the Company atCompany Websitehttps://www. mobavenue.ai/investor_doc/20._CSR_Policy_Lucent_Final.pdf. During the FY 25 26, the Company did not meet the criteria prescribed under Section 135(1) of the Act for mandatory constitution of CSR Committee and CSR expenditure. Accordingly, the provisions relating to mandatory CSR spending were not applicable to the Company during the year under review.

However, the Company, through its wholly owned subsidiary, Mobavenue Media Private Limited (“MMPL”), continued to undertake various sustainability and community-focused initiatives as part of its broader environmental and social

Act, 1961, responsibility framework.

During the year, MMPL undertook a plantation initiative involving approximately 15,000 trees across identified locations in the Mirzapur and Sonbhadra districts of Uttar Pradesh. The initiative included plantation of both fruit-bearing and non-fruit-bearing trees with participation from approximately 88 farmers and community members, thereby supporting local biodiversity, environmental sustainability and livelihood generation. The plantation initiative is estimated to contribute to carbon sequestration of approximately 10,000 tonnes over a period of twenty years.

As part of its environmental sustainability initiatives, MMPL aligned the scale of plantation activities with an internal benchmark of 75 trees per employee across its workforce.

Further, under its healthcare-focused initiatives, MMPL conducted awareness sessions under the “Cervical Cancer MuktBharat Abhiyan” across two schools, reaching approximately 358 individuals including parents, teachers, students and administrative staff.

The initiative also included administration of 125 doses aimed at improving awareness and access to preventive healthcare.

MMPL also continued its support towards healthcare initiatives in association with SJKRCC Trust, including financial assistance towards medical treatment for underserved patients by supporting expenditure relating to medicines, medical equipment, consumables, nursing support, professional fees for medical practitioners and other related medical and general expenses.

These initiatives reflect the continued commitment of the

Company and its subsidiary towards integrating environmental sustainability and social responsibility within their community engagement framework.

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company places great emphasis on fostering an environment that is free from any form of harassment or discrimination and has adopted a zero-tolerance policy towards sexual harassment. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details of complaints pertaining to sexual harassment during the year under review are as follows:

MATERNITY BENEFIT ACT, 1961

The Company confirms that it has complied with the applicable statutory provisionsoftheMaternity requirements relating to maternity leave, medical bonus and nursing breaks. The Company remains committed to safeguarding the welfare and rights of its women employees by implementing appropriate measures, policies and internal procedures. These initiatives are aimed at fostering a safe, inclusive and supportive work environment, in line with the provisions of the Maternity

Benefit Act and other applicable laws.

Steps taken or impact on conservation of energy –

The Company operates in the service industry with limited energy requirements confined to office premises and systems. Initiatives such as the use of energy-efficient lighting, periodic maintenance of electrical equipment, and encouraging employees to adopt power-saving practices have resulted in optimized energy consumption.

Steps taken by the Company for utilizing alternate sources of energy –

Considering the non-manufacturing nature of the business, large-scale alternate energy deployment is not required.

However, the Company continues to explore renewable energy options and adopts energy-efficient hardware wherever feasible.

The capital investment on energy conservation equipment –

No significant capital investment in specialized energy-conservation equipment was required during the year.

The efforts made towards technology absorption –

The Company constantly upgrades its ad-tech platforms, analytics tools, and software solutions to improve service efficiency and deliver better results to clients. In-house teams collaborate with technology partners to integrate AI-driven and data-driven solutions.

The benefits derived like product improvement, cost reduction, product development or import substitution –

Enhanced technology adoption has led to better targeting

IT of digital campaigns, increased client satisfaction, faster project turnaround, and reduction in operational costs through automation and optimized resource allocation.

In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

The Company has not imported any technology during the last three financial years.

The expenditure incurred on research and development –

The Company's expenditure primarily relates to software upgrades, cloud infrastructure, and consulting services to strengthen digital capabilities. No separate R&D capitalization has been made during the year.

(C) FOREIGN EXCHANGE EARNINGS / OUTGO

During the FY under review, the total Foreign Exchange Inflow and Outflow during the year under review is as follows:

(Rs. In Lakhs)

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Company follows the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act, for convening and conducting the meeting of the Board of Directors, general meetings and other matters related thereto and have devised proper systems to ensure the compliance of applicable Standards.

THE END OF FY

During the year under review, no application was made by the

Company under the Insolvency and Bankruptcy Code, 2016 neither any proceeding pending before the tribunal or any other authorities under the said Code.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, there was no instance of one-time settlement with any bank or financial institution.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. This Code, inter alia, lays down the procedures to be followed by designated persons while trading or dealing in the Company's shares and sharing Unpublished Price Sensitive Information (UPSI). The

Code covers the Company's obligation to maintain a Structured Digital Database and mechanism for prevention of insider trading and handling of UPSI. Further, it also includes code for practices and procedures for fair disclosure of UPSI. The Code is available on the website of the Company at https://www.mobavenue.ai/ investor_doc/03_Code_of_Conduct_For_Insider_Trading.pdf. The compliance with the Code of Conduct is closely monitored, and violations, if any, are reported to the Audit Committee at regular intervals.

The Company has also maintained Structured Digital Database (SDD) to ensure compliance with the statutory requirements. The

Company ensures that the Designated Persons are familiarized about the Code of Conduct and trained on maintaining SDD.

GREEN INITIATIVE

As a responsible Corporate Citizen, the Company embraces the

‘Green Initiative' undertaken by the Ministry of Corporate Affairs,

Government of India, enabling electronic delivery of documents including the Annual Report and Notices to the Shareholders at their e-mail address registered with the Depository Participant (DPs) and Registrar and Share Transfer Agent.

The shareholders who have not registered their e-mail addresses so far are requested to do the same and become a part of the initiative and contribute towards a greener environment.

OTHER DISCLOSURES

As on March 31, 2026, in terms of the applicable provisions of the

Act and SEBI Listing Regulations:

• No equity shares with differential rights as to dividend, voting or otherwise have been issued.

• No sweat equity shares have been issued.

• No buyback of shares has been undertaken.

• No amount or shares were required to be transferred to the Investor Education and Protection Fund.

• The entire share capital of the Company is in dematerialized form.

ACKNOWLEDGEMENT

The Board places on record its appreciation for the contribution made by all the employees towards the growth and success of your Company and extends its sincere appreciation to the Company's customers, vendors, bankers, consultants, the Government of India, the State Government, and the regulatory and statutory authorities for their support.

The Board is deeply grateful to all the members of the Company for entrusting their confidence and faith in us.