డైరెక్టర్ల నివేదిక Mobavenue AI Tech Ltd.

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:

(H 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 Al-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 H1,868.13 Lakhs as compared to
H452.00 Lakhs in the previous financial year, registering growth.
Profit After Tax increased to H382.48 Lakhs from H77.10 Lakhs
in FY 24-25, reflecting improved operating leverage and
enhanced business efficiency.

On a consolidated basis, Revenue from Operations for
current financial year is H21,847.77 Lakhs and H8,669.94
Lakhs in the previous financial year. Consolidated Profit After
Tax increased to H2,934.99 Lakhs from H966.39 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 Al-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 efficiencies, developing innovative

Al-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
H10/- 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 athttps://www.mobavenue.ai/
investor_doc/01_Dividend_Distribution_Policy.pdf.

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

DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH
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 H49,99,99,104/-(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 H10/- into 5 (Five) equity shares of face value H2/- each,
in accordance with the applicable provisions of the Companies
Act, 2013 and the SEBI Listing Regulations, 2015. The sub¬
division will become effective from the Record Date fixed by
the Board of Directors, and the equity shares issued pursuant
thereto rank pari passu with the existing equity shares of
the Company.

ALTERATION OF MEMORANDUM OF ASSOCIATION &
ARTICLES OF ASSOCIATIONA) 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
H 10/- (Rupees Ten only) each to H 20,00,00,000/- (Rupees
Twenty Crore only) divided into 2,00,00,000 (Two Crore)
Equity Shares of H 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 H 10/- (Rupees Ten only) each

to H 2/- (Rupees Two only) each. Consequently, the Issued,
Subscribed and Paid-up Share Capital of the Company,
while remaining unchanged at H 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 H 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 H 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.

B) RE-APPOINTMENT OF DIRECTOR RETIRING BY
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

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

Rathod, Whole Time Director & Chief Technology Officer
(DIN: 07111110) of the Company is liable to retire by
rotation at the ensuing 16^th 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 re¬
appointment of director is given in the Notice of AGM.

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 athttps://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. I n 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 risks are broadly classified as:

• Strategic Risks

• Operational Risks

• Regulatory Risks

The Risk Management Policy is available on the Company''s
website athttps://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 athttps://
www.mobavenue.ai/investor doc/02 Whistle Blower Policy.pdf.

During the FY 25-26, no complaint was received under the Whistle
Blower Policy.

ANNUALRETURN

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 athttps://
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 athttps://www.mobavenue.ai/
investor doc/09. Determination of Material Subsidiaries.pdf.

AUDITORS AND AUDIT REPORTA) 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 15^th AGM until the conclusion of the
20^th 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 the quarter 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 year
2025-2026.

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 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.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
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 SEBI Listing
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.

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.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) &
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 Website https://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
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 Mukt Bharat 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.

POLICY ON SEXUAL HARASSMENT OF WOMEN AT
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.

COMPLIANCE OF THE PROVISIONS RELATING TO THE
MATERNITY BENEFIT ACT, 1961

The Company confirms that it has complied with the applicable
provisions of the Maternity Benefit Act, 1961, including statutory
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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNING & OUTGO

(A) CONSERVATION OF ENERGY

Steps taken or impact on conservation of energy -

The Company operates in the service industry with limited
energy requirements confined to office premises and IT
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.

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 capital investment on energy conservation
equipment -

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

(B) TECHNOLOGY ABSORPTION, RESEARCH AND
DEVELOPMENT

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
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.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016 ("IBC") DURING THE YEAR ALONG WITH ITS STATUS AS AT
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 athttps://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.

By order of the Board of Directors
For Mobavenue AI Tech Limited

(Formerly known as Lucent Industries Limited)

Kunal Kothari Ishank Joshi

Date: May 15, 2026 Chairman and Chief Operating Officer Managing Director and Chief Executive Officer

Place: Mumbai DIN: 07111105 DIN: 05289924

Your Directors here by present the 14^th Annual Report together with the Audited statements of Accounts for the financial year ended on 31st March 2024.

DIVIDEND:

Considering the loss incurred in the current financial year and accumulated losses, your Directors have not recommended any dividend for the financial year under review.

TRANSFER TO RESERVES:

The Company has not transferred any amount to Reserves for the period under review.

SHARE CAPITAL:

The issued, subscribed and paid up capital of the Company is Rs. 150000000/- divided into 15000000 equity shares of Rs 10/- each. There has been no change in the share capital of the Company during the year.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company does not have any subsidiary, associate companies & joint ventures.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the company have occurred between the end of financial year to which the financial statements relate and the date of the Directors'' Report.

DEPOSIT:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

DISCLOSURE UNDER SECTION 67 (3) (c) OF THE COMPANIES ACT, 2013:

No disclosure is required under section 67 (3) (c) of the Companies Act, 2013 read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY''S OPERATIONS:

To the best of our knowledge, the company has not received any such orders passed by the regulators, courts or tribunals during the year, which may impact the going concern status or company''s operations in future.

HUMAN RESOURCES:

The Company believes that human capital is its biggest asset and immensely values its human resources. The Company acknowledges that employee participation and involvement is the key to sustained growth and hence encourages various measures to promote the same. The Company is of the opinion that motivated employees are very crucial to the growth of the organization and hence puts in a lot of emphasis on promoting employee engagement at all levels.

RISK MANAGEMENT:

The Company has developed and implemented a Risk Management Policy. The policy identifies the threat of such events as "Risks", which if occurred will adversely affect value to shareholders, ability of Company to achieve objectives, ability to implement business strategies, the manner in which the Company operates and reputation. Such risks are categorized into Strategic Risks, Operating Risks and Regulatory Risks.

The framework defines the process for identification of risks, its assessment, mitigation measures, monitoring and reporting. While the Company, through its employees and Executive Management, continuously assess the identified Risks, the Audit Committee reviews the identified Risks and its mitigation measures annually.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has an Internal Audit department with adequate experience and expertise in internal controls, operating system and procedures. The system is supported by documented policies, guidelines and procedures to monitor business and operational performance which are aimed at ensuring business integrity and promoting operational efficiency.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors consists of 3 members, out of which 2 are Independent Directors including one women Independent Director and 1 Whole-time Director.

As per the provisions of Section 152(6) of the Companies Act, 2013 and the company''s Articles of Association, Mr. PARESHBHAI SENGAL (DIN: 08444758) shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment as the Director of the Company.

As per the provisions of Section 203 of the Companies Act, 2013, Mr. PARESHBHAI GANPATBHAI SENGAL, Chief Financial Officer and Ms. SONI PANDYA, Company Secretary are the key managerial personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD:

The details of the number of meetings of the Board held during the Financial Year 2023-24 forms part of the Corporate Governance Report.

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:-

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

BOARD EVALUATION:

Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013 the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The performance evaluations of Independent Directors were also carried out and the same was noted. Independent Directors in their meeting decided to bring more transparency in their performance and bring more responsibility while taking any policy decisions for the benefit of the shareholders in general.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration.

REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:

No Directors/ Key Managerial Personnel are drawing any remuneration. Hence, the information required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies (Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company for the Financial year is not given.

FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying it in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Company''s procedures and practices. The Company has through presentations, at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company and Engineering Industry as a whole.

AUDITORS AND AUDITORS'' REPORT:

M/s. Goenka Mehta and Associates, Rajkot (Firm Reg. No. 129445W) retiring statutory auditor be and are hereby re appointed as the Statutory Auditors of the Company to hold office from the conclusion this AGM until the conclusion of the AGM to be held in the year of 2025, for period of 3 years at such remuneration and out of pocket expenses, as may be decided by the Board of Directors of the Company on the recommendation of the Audit Committee.

The observations made by the Auditors'' in their Auditors'' Report and the Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the Annual Return as on 31st March 2024 is available on the website of the Company at www.lucentindustries.life.

REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS:

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with, a separate section titled Report on Corporate Governance together with a Certificate from the Practicing Company Secretary forms part of this Report. A detailed Management Discussion & Analysis forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiative under the provisions of Section 135 of the Companies Act, 2013, read with Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as the said provisions are not applicable.

SECRETARIAL AUDIT AND SECRETARIAL AUDITORS'' REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. Daksha Negi & Associates, Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report in the prescribed Form No MR-3 is annexed herewith.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not required to be given as there were no employees coming within the purview of this section.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has not received any sexual harassment related complaints during the year.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not applicable to Company, as our Company has not carried out in the manufacturing activities. The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation by way of notes to accounts relating to material departures;

b) 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 a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c) the Directors have 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) Directors have prepared the accounts on a "going concern basis".

e) 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.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment & Remuneration) Rules, 2014, every Listed Company mandates to disclose in the Board''s Report the ratio of the remuneration of each director to the permanent employee''s remuneration. However, since there is no permanent employee in the Company, no disclosure under the said provision has been furnished.

GENERAL:

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review:

i) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

ii) Payment of remuneration or commission from any of its subsidiary companies to the Managing Director/ Whole Time Director of the Company.

iii) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

iv) Details of any application filed for corporate insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.

v) One time settlement of loan obtained from the banks or financial institutions.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.