To,

The Members

MOS Utility Limited

Your Directors are pleased to present the 16th Annual Report of the business and operations of your Company MOS Utility Limited (hereinafter referred to as the said "Company" or "MOS") accompanied with Audited Financial Statements for the Financial Year ended March 31, 2025.

Financial Summary or highlights of Financial Performance:

The Standalone financial statements for the year ended March 31, 2025 have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The financial statements under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

Financial Summary as under:

[Amount in Lakhs]

Overview of company's business:

Our company have undertaken a significant hiring drive across India, starting in April. We have strategically recruited field staff and telesales teams to accelerate our franchisee onboarding process. Through this nationwide hiring initiative, we will expand our workforce and strengthen our presence across the country, enabling us to serve our customers better and capture new opportunities. To further enhance customer engagement and loyalty, we have introduced innovative marketing strategies, including the implementation of loyalty programs.

These programs are designed to reward our valued customers for their continued trust and support. By offering exclusive personalized bonuses and incentives, we aim to foster long-term relationships, increase customer satisfaction, and drive customer advocacy. Our marketing team has been diligently working on implementing these strategies, ensuring their effectiveness and resonance with our target audience.

Listing and Dematerialization of Equity Shares :

The Equity shares of the Company are listed on National Stock Exchange of India Limited ("NSE"). The Company has paid annual listing fee for FY 2024-25. The below is the dematerialisation status of the MOS as on March 31, 2025:

Dividend:

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

Transfer to Reserves :

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

Annual return:

Pursuant to the requirement under Section 92(3) of the Companies Act, 2013, copy of the annual return can be accessed on our website is available on .

Share Capital:

Authorized Capital

During the year under review, the authorised share capital of the Company increased from existing 30,00,00,000/- (Rupees Thirty Crores Only) divided into 3,00,00,000 Equity shares of Rs. 10/- each to 50,00,00,000/- (Rupees Fifty Crore Only) divided into 5,00,00,000 Equity Shares of Rs. 10/- each upon approval by shareholders at their meeting held on May 08, 2024. Furthermore, your Company's Authorised Share Capital as on March 31, 2025 was 50,00,00,000/- (Rupees Fifty Crore Only).

Paid up share capital

The Company has not increased its paid-up share capital during the period under review. The total paid up share capital of the Company as on 31st March, 2025 is Rs. 24,93,55,860 comprising of 2,49,35,586 Equity Shares of Rs. 10/- each.

Changes in Nature of Business:

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

However, an additional object clause was incorporated in the Memorandum of Association of the Company to include activities relating to manufacturing, assembling, trading, and dealing in solar PV modules, cells, batteries, and other related products and equipment, as well as engaging in connected business activities related to solar energy, both in India and abroad.

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

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

Material events occurred during the year:

The material events occurred during financial year is as follows:

The company has increased its authorized Share Capital from 30 (Thirty) Crores to 50 (Fifty) Crores on 8th May, 2024;

There has been an addition to the object clause of the Memorandum of Association of the Company with effect from 2nd September, 2024;

The company has acquired shares of a company named Samvridhhi Inclusive Growth Network Private Limited and held 51% stake in the said company on 4th September, 2024. Therefore, the said company is now the Subsidiary of MOS Utility Limited.

Election of Mr. Chirag Shah as Chairman of the Company w.e.f 12th September, 2024.

Material events occurred after the end of Financial year:

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

Appointment of Mr. Paras Vinod Chhadwa as an Additional Independent Director with effect from 29th May, 2025 for the term of 5 years (Five Years) with effect from 29th May, 2025 to 29th May, 2030.

Regularization of Mr. Paras Vinod Chhadwa as an Independent director in the Extraordinary General Meeting dated 7th July, 2025.

Increase in Authorized Capital and the Alteration of Capital Clause in the Memorandum of Association of the company with effect from 7th July 2025.

Addition in the object clause of the Memorandum of Association of the Company with effect from 7th July, 2025.

Sub-division/Split of equity shares of the Company having a face value of 10 each into face value of 2 each.

An application for in-principal approval was submitted to the National Stock Exchange (NSE) for Issuance of fully paid-up bonus equity shares of face value of Rs. 2/- (12,46,77,930 Equity Shares) to the Members of the Company in the proportion of 1:1 i.e., 1 bonus share for every 1 equity share of face value of Rs. 2/- each. The said approval was received on 17th July 2025.

An application for in-principal approval has been submitted to the National Stock Exchange (NSE) to offer, Issue and allot equity shares (other than cash) on a preferential basis in Consideration for the acquisition of additional shares of subsidiary company (ies), we are currently awaiting approval from NSE.

Appointment of Statutory Auditors M/S Billimoria & Co., Chartered Accountants (FRN: 101490W) for consecutive period of Five 5 years from the conclusion of 16th AGM upto the conclusion of 21st AGM of the Company.

Matters related to Directors and Key Managerial Personnels:

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

As on March 31, 2025, the following Directors and KMPs are acting on the Board of the Company:

During the year under review Mr. Sunil Kulkarni was appointed as an Additional Independent Director of the Company with effect from 12th April, 2024 and his appointment was regularized by the Members in the Extraordinary General Meeting held on 8th May, 2024.

Mr. Chirag Dineshbhai Shah, Director of the Company will retire by rotation at the ensuing 16th Annual General Meeting and being eligible, offered him/ themselves for re-appointment as per Section 152 of the Companies Act, 2013.

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

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

Declarations by Independent Director:

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

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

In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Director's database maintained by the Indian Institute of Corporate Affairs.

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

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

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

Board Meetings:

A calendar of Meetings were prepared and circulated in advance to the Directors. Total 9 (nine) Board Meetings were held during the financial year ended 31st March, 2025. The maximum gap between two consecutive meetings was not more than one hundred and twenty days.

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

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

Committees of Board:

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

Audit Committee

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect of auditing and accounting matters. It also supervises the Company's financial reporting process.

The Terms of Reference of the Committee can be accessed at . The composition of the Committee is as under:

During the Financial Year 5 (five) Meetings of the Audit Committee were held on 12th April 2024, 29th May, 2024, 21st August, 2024, 14th November, 2024, 7th January, 2025.

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

Nomination and Remuneration Committee

The Nomination and Remuneration Policy of the Company contains the guidelines on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3).

The Terms of reference of the Committee can be accessed at . The composition of the Committee constituted as under:

During the Financial Year 3 (Three) Meeting of the Nomination and Remuneration Committee were held on 12th April, 2024, 21st August, 2024, 12th September, 2024.

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

Stakeholders Relationship Committee

The Terms of reference of the Committee can be accessed at . The composition of the Committee constituted is under;

1 (one) Stakeholders Relationship Committee meeting was held during the reporting Financial Year on 24th March, 2025

Separate Independent Directors:

Pursuant to paragraph VII of Schedule IV, in terms of Section 149 (8) of Companies Act, 2013 and Regulation 25 (3) & (4) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board's policy is to regularly have separate meetings with Independent Directors, to update them on all business-related issues, new initiatives and changes in the industry specific market scenario. The separate meeting of the Independent Directors was held on 24th March 2025.

Annual evaluations of Directors, Committees and Board:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its all Committees. The Board's functioning was evaluated on various aspects, including inter-alia the Structure of the Board, Meetings of the Board, Functions of the Board, Degree of fulfilment of key responsibilities, Establishment and delineation of responsibilities to various Committees, Effectiveness of Board processes, information and functioning. The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/support to the Management outside Board/Committee Meetings.

Remuneration Policy:

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

Directors Responsibility Statements:

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

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

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

The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

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

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

Audit reports and Auditors:

Statutory Auditors:

M/s. Mathia & Co., Chartered Accountants (FRN: 126504W), who were appointed as Statutory Auditors of the Company for a term of 5 years at the Annual General Meeting held in the year 2020 until conclusion of this AGM, tendered their resignation on 13th August 2025, thereby causing a casual vacancy in the office of Statutory Auditor as per Section 139(8) of the Companies Act, 2013.

The Board of Directors, at its meeting held on 23rd August 2025 held on shorter notice, on the recommendation of the Audit Committee, approved the following:

Appointment of M/s. Billimoria & Co, Chartered Accountants (FRN: 101490W), to fill the casual vacancy, subject to the approval of shareholders at the ensuing Annual General Meeting.

Appointment of M/s. Billimoria & Co, Chartered Accountants (FRN: 101490W) as the Statutory Auditor of the Company for a term of 5 (five) consecutive years, from the conclusion of the 16th Annual General Meeting (AGM) up to the conclusion of the 21st AGM to be held in the year 2030 subject to the approval of shareholders at the ensuing Annual General Meeting.

Further, the Members at ensuing AGM shall approve the appointment of M/s. Billimoria & Co, Chartered Accountants (FRN: 101490W) as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 16th AGM until the conclusion of the 21st AGM, at such remuneration as may be determined by the Board in consultation with the Auditors.

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

The Board has duly examined the Statutory Auditor's report on accounts which is self- explanatory and clarifications wherever necessary, have been included in the Notes to Financial Statements of the Annual Report.

Secretarial Auditor:

In terms of Section 204 of the Act and the Rules made there under, M/S Pranay D. Vaidya & Co, Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company for the financial year 2024-2029.

The Secretarial Auditors have submitted their report, confirming compliance by the Company with all the provisions of applicable corporate laws. The Report does not contain any qualification, reservation, disclaimer or adverse remark.

The Secretarial Auditors' Report for fiscal 2024 is enclosed as Annexure I to the Board's report, which forms part of this Integrated Annual Report.

There is no qualifications, reservations, adverse remark or disclaimer in Secretarial Auditor's Report.

Internal Auditor:

The Company appointed Shailesh R & Co, Chartered Accountant Firm, as the Internal Auditor of the Company for the financial year ended 2024-25. There is no qualifications, reservations, adverse remark or disclaimer in Internal Auditor's Report.

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

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosures under section 54(i) (d) of the Companies Act 2013:

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

Compliance with Secretarial Standards on Board meeting and Committee meetings:

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

Disclosures Under section 22 of the Sexual Harrasment of women at workplace (Prevention, Prohibition and Redressal) Act 2013.

The Company has in place an anti-sexual harassment policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 ("SH Act"). Internal Complaints Committees have been set up in accordance with the provisions of SH Act at the work place to redress sexual harassment compliant received. The policy formulated by the Company for prevention of sexual harassment is available on the website of the Company at - relations .

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

Compliance with The Maternity Benefit Act 1961:

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

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

Gender-wise Composition of Employees:

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025.

Male Employees: 112

Female Employees: 46

Transgender Employees: 0

This disclosure reinforces the Company's efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

Reporting of Frauds:

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

Vigil Mechanism/Whistle Blower Policy:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and Employees of the Company to provide a mechanism which ensures adequate safeguards to Employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Board of Directors. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is available on the website at - relations .

Risk Management:

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

Registrar and Share transfer Agent:

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

Familiarization Program for Independent Directors:

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

Code of Conduct:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the Company. The code laid down by the Board is known as "Code of Business Conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website.

Internal Control system and their Adequacy:

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standards operating procedures. The Company's internal control system is commensurate to the size, scale and complexities of its operations.

Particulars of Contracts and Arrangements with the related parties:

With reference to Section 134(3)(h) of the Companies Act, 2013, all transactions entered by the Company during FY 2023-2024 with related parties were in the ordinary course of business and on an arm's length basis. During the year under review, the Company has not entered into any contract or arrangement or transaction with related parties as per section 188(1) of the Act, which could be considered a material transaction and all the related party transactions entered by the company during the financial year were at arm's length basis and in the ordinary course of business. The details of the related party transactions entered during the year are provided in the accompanying financial statements.

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

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings:

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

Industrial Relations:

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

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

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

Subsidiaries:

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

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

JC Ventures Private Limited: It is our subsidiary, we have 51% Stake in JC Ventures Private Limited.

Samvriddhi Inclusive Growth network Private Limited: We have 51% Stake in Samvriddhi Inclusive Growth network Private Limited.

Joint Ventures:

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

Associate Companies:

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

According to Section 129(3) of the Act, the consolidated financial statements of the Company and its subsidiaries are prepared in accordance with the relevant Indian Accounting Standard specified under the Act, and the rules thereunder and form part of this Annual Report. A statement containing the salient features of the financial statements of the Company's subsidiaries, joint ventures, and associates in Form No. AOC-1 is given in this Annual Report as Annexure III

Further, pursuant to the provisions of Section 136 of the Act, the financial statements along with other relevant documents, in respect of subsidiaries, are available on the website of the Company, on . The details of the business of key operating subsidiaries during FY 2024-25 are given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

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

Following are the details of Loans or investments by the Company during the FY 2024- 25:

(Amount in Lacs)

Corporate Social Responsibility:

The Board of Directors has approved the CSR Policy of the Company as formulated and recommended by the Board, which is available on the website of the Company at .

Further, the Annual Report on CSR activities, for the year under review, in the prescribed format, as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) and Rule 9 of the Companies (Accounts) Rules, 2014 is furnished in "Annexure-IV"

Other Information:

Your Directors hereby states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

The Company has not accepted deposits covered under Chapter V of the Act;

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

Since the Company's securities are listed on EMERGE SME Platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Board's Report.

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

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

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as Annexure V .

Acknowledgement:

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

Place: Mumbai Date: 29/08/2025

By Order of the Board of Directors For MOS Utility Limited

Chirag Dineshbhai Shah

Chairman DIN: 01787586