Your directors have the pleasure of presenting the 35^th Annual Report together with the Audited Statement of Accounts for the year ended on 31^st March, 2025.

Financial Results of the Company for the year under review, along with figures for the previous year are as follows:

During the year under review, the Company has not changed any of its nature of business and is involved in financial services.

The Company has not accepted any deposit from public/shareholders in accordance with Section 73 & 76 of the Companies Act, 2013 and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

In order to conserve the resources of the Company and for future expansion and growth of the company, the Board of Directors does not recommend any dividend for the F.Y 2024-25.

During the year under review, the particulars of loans or guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 if any, have been disclosed in the financial statements.

There were no frauds reported by the auditors during the financial year in purview.

The provision relating to the maintenance of Cost Records by the Company is not applicable to the Company.

During the year Company has not transferred any amount to any special Reserve.

During the period from 1st April, 2025 to the date of the Directors’ Report, the following material changes have been approved by the members via postal ballot and e-voting that may affect the financial position of the Company;

• Increase in Authorised Share Capital of the Company from existing Rs. 40,00,00,000/- (Rupees Forty Crore Only) divided into

4.00. 00.000 (Four Crore) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 60,00,00,000/- (Rupees Sixty Crore Only) divided into

6.00. 00.000 (Six Crore) Equity Shares of Rs. 10/- (Rupees Ten) each and subsequent amendment in the Memorandum of Association.

• Addition of new business activities in the object clause of the Memorandum of Association and adoption of a new set of Memorandum of Association.

• Adoption of a new set of Articles of Association in conformity with the provisions of the Companies Act,2013.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Auditors is subject to provisions of the Companies Act, 2013 and rules made thereunder. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board and to the Chairman and Managing Director.

The Internal Auditor monitors and evaluates the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

Directors:

During the year, there were the following changes in the directorship of the company:

• Mr. Rajeev Agarwal (DIN: 00122877) was appointed as an Executive Director on 20^th August,2024, owing to the change in designation from Whole-Time Director.

• Mr. Shashwat Agarwal (DIN: 00122799) retires by rotation in the ensuing Annual General Meeting and, being eligible offers himself for re-appointment. The Directors recommend his re-appointment in the ensuing Annual General Meeting.

• Mr. Yugank Gadi (DIN: 10734950) was appointed as the NonExecutive Independent Director of the Company on 19^th September,2024. Later on, he was appointed as the Chairman of the Company on 5^th August,2025.

• Mr. Dhrupesh Kumar Shah (DIN: 02883598) ceased to be the NonExecutive Independent Director owing to the expiration of his 2^nd term of Directorship on 18^th September, 2024.

• Mrs. Sushila Agarwal (DIN:10918000) was appointed as additional director on 28^th January, 2025. The board recommends the regularization of her appointment as Non-Executive Independent Director for a term of 5 years (i.e., 28.01.2025 to 28.01.2030).

Directors’ Report

• Mr. Rupesh Kumar Mittal (DIN:01036455) was appointed as an Additional Director on 19^th June, 2025. The Board recommends his appointment as Non-Executive Non-Independent Director.

• Mr. Mitesh Milanbhai Solanki (DIN: 09829435) appointed as an Additional Director on 19^th June, 2025. The Board recommends his appointment as Non-Executive Non-Independent Director.

Declaration by the Independent Directors of the Company:

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances from last Financial Year which may affect their status as Independent Director during the year.

As required under Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the particulars of the Directors proposed for appointment/re-appointment have been given in the Notice of the Annual General Meeting.

Key Managerial Personnel:

During the year, there were no changes in Key Managerial Personnel. Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 2013 read with rules made thereunder and under Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria

Directors’ Report

such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of nonindependent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed by the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

a. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that directors have selected such accounting policies and applied consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit 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 provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the annual accounts on a going concern basis;

e. The Directors have laid down such internal financial controls that are adequate and operating effectively;

f. The Directors have devised systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

M/s Srivastava S & Co. Chartered Accountants (ICAI Firm Registration No. 015187C) were appointed as Statutory Auditors of the Company to hold office for a period of 5 years from the Annual General Meeting (AGM) held for the F.Y 2022-2023 till the conclusion of AGM to be held in year 2027.

The auditor’s report does not contain any qualifications, reservations or adverse remarks and Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore, do not call for any comments under Section 134 of the Companies Act, 2013.

Secretarial Auditor’s Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has appointed M/s V. Agnihotri & Associates, Practicing Company Secretaries, Kanpur to undertake the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report for the financial year 2024-25 is annexed, which forms part of this report as Annexure-A.

As per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 w.e.f. 13.12.2024, the appointment of the Secretarial Auditor shall be for 5 consecutive years, duly approved by shareholders in their Annual General Meeting. Considering the above, the board recommends the appointment of M/s V. Agnihotri & Associates, a peer-reviewed practising Company Secretary Firm as Secretarial Auditor for a term of 5 years, i.e., (2025-26 to 2029-30).

All related party transactions that were entered into during the financial year if any, were on arm’s length basis and were in the ordinary course of the business. Further, there were no materially significant with the related party transactions during the year made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons. Since, there were no material contracts/arrangements made during the year, and all such contracts/arrangements were made in ordinary course of business and at arm’s length basis and details of such transactions have been

given in financial statements of the Company and this fact has been mentioned in attached Annexure- in FORM AOC-2. Details of all such contracts/arrangements are available for inspection at the Registered Office of the Company till ensuing Annual General Meeting and if any, member is interested in inspecting the same, such member may write to the Company Secretary in advance.

All the Members of the Board and all the employees of the Company have followed the policy of Code of Conduct in the course of day-today business operations of the Company. The Code has been placed on the Company’s website www.richuninet.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1) and General Meetings (SS -2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

No company has become or ceased to be its Subsidiaries, Joint Venture or Associate Company, during the financial year under review.

Audit Committee:

The Audit Committee comprises the following Directors:

*Mr. Dhrupesh Kumar Shah ceased to be the director of the Company on J8.09.2024. Mr. Yugank Gadi and Mrs. Sushila Agarwal were appointed as NonExecutive Independent Directors of the Company on J9.09.2024 and 28.0J.2025, respectively. The term of Kavita Awasthi expired on 03.04.2025.

The Committee met four times during the year on 22/05/2024, 08/08/2024, 07/11/2024, and 28/01/2025 and played an important role during the year. It coordinated with the Statutory Auditors, Internal Auditors and other key Managerial Personnel of the Company and has rendered guidance in the areas of internal audit and control, finance and accounts.

All the recommendations made by the Audit Committee were accepted by the Board.

Stakeholders Relationship Committee:

The Stakeholder Relationship Committee comprises of the following directors:

*Mr. Dhrupesh Kumar Shah ceased to be the director of the Company on J8.09.2024. Mr. Yugank Gadi and Mrs. Sushila Agarwal were appointed as NonExecutive Independent Directors of the Company on J9.09.2024 and 28.0J.2025, respectively. The term of Kavita Awasthi expired on 03.04.2025.

The Committee has met once during the year on 07/11/2024. The Committee supervised the usual requests received for Dematerialization, transfer/transmission of shares, and resolved or answered the complaints of members.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of the following directors:

*Mr. Dhrupesh Kumar Shah ceased to be the director of the Company on J8.09.2024. Mr. Yugank Gadi and Mrs. Sushila Agarwal were appointed as NonExecutive Independent Directors of the Company on J9.09.2024 and 28.0J.2025, respectively. The term of Kavita Awasthi expired on 03.04.2025.

The Nomination and Remuneration Committee recommends to the Board the suitability of candidates for appointment as Key Managerial Personnel, Directors and the remuneration packages payable to them and other employees and their evaluation as well. The Nomination and Remuneration committee met on 08.08.2024, 20.08.2024 and 13.01.2025 during the year.

Vigil Mechanism / Whistle Blower Policy:

The Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has established a vigil mechanism to be known as the ‘Whistle Blower Policy’ for its directors and employees, to report instances of unethical behavior, actual or suspected, fraud or violation of the Company’s

Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

Accordingly, ‘Whistle Blower Policy’ has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics. The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.

Number of Meetings of the Board:

Five meetings of the Board were held during the year. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The dates are as follows: 22.05.2024, 08.08.2024, 20.08.2024, 07.11.2024, 28.01.2025.

*Mr. Dhrupesh Kumar Shah, ceased to be the director of the Company on J8.09.2024. The designation of Mr. Rajeev Agarwal was changed from Whole-time director to executive director on 20.08.2024. Mr. Yugank Gadi and Mrs. Sushila Agarwal were appointed as Non-Executive Independent Directors of the Company on J9.09.2024 and 28.0J.2025, respectively. Additionally, the term of Mrs. Kavita Awasthi expired on 03.04.2025.

Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company’s shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

Business Risk Management:

The main identified risks at the Company are business operating risks. Your Company has established a comprehensive business risk management policy to ensure the risk to the Company’s continued existence as a going concern and to its development are identified and addressed on timely basis. Risk management strategy as approved by the Board of Directors is implemented by the Company Management.

Corporate Social Responsibility Statement:

As the company does not fall under the eligibility criteria under section 135 of the Companies Act, 2013 so there is no requirement of Corporate Social Responsibility Statement.

Details pursuant to provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are as stated as under:-

A) Details of every employee of the Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: -

> Drawing salary of 102 Lakhs or above for the Year, if employed throughout the year- NIL

> Drawing salary of 8.5 Lakhs p/m or above for a month, if employed for part of the year- NIL

> Drawing salary more than the salary of MD and having 2% stake in the Company- NIL

B) No Managing Director or Whole-Time Director of the Company is receiving any commission from the Company as well as from the Holding Company or Subsidiary Company of the Company.

Personnel

a) The employees of the Company continue to render their full cooperation and support to the Management. The Directors wish to place on records their appreciation to all the employees for their cooperation.

b) Information as per Section 197 (2) of the Act read with rules 5(2) and 5(3) of the companies (Appointment and remuneration of managerial personal) Rules, 2014 forming part of the Director's Report for the year ended 31st March, 2025 is not required to be furnished as no employees was employed for Rs.1,02,00,000/- or more per year or Rs.8,50,000/- or more per month for any part of the Year.

Independent Directors Meeting:

The Independent Directors met on 28^th January, 2025, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information

between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The information required under Section 134(3)(M) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 is as under: -

• Conservation of Energy

a) Energy Conservation Measures taken: The Company has taken all measures for conservation of energy most economically.

b) The steps taken by the Company for utilizing alternate source of energy: - No such steps have been taken by the Company.

c) The capital Investments on energy conservation equipment’s: - No such investment has been made by the Company

d) Impact of measures at (a) above for energy conservation: -These measures have led to consumption of energy more economically.

• Technology Absorption:

Since there is no manufacturing activity in the Company hence the information under this heading does not apply to the Company.

• Foreign Exchange Earnings and Outgo:

Since there is no activity in this field, this heading does not apply to the Company.

Pursuant to the provisions of Regulation 15 (2), which is stated hereunder:

(2) The compliance with the corporate governance provisions as specified in regulationsl7, 77[i7A,] 18, 19, 20, 21,22, 23, 24, 78[24A,] 25, 26,79[26A,]27 and clauses (b) to (i) and (t] of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply, in respect of -

(a)listed entity having paid-up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty-five crore, as on the last day of the previous financial year

[Provided that where the provisions of regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V become applicable to a listed entity at a later date, it shall ensure compliance with the same within six months from such date:]

Provided further that once the corporate governance provisions as specified in regulations 17 to 27, clauses (b) to (i) and (t) of subregulation (2) of regulation 46 and para C, D and E of Schedule V become applicable to a listed entity, they shall continue to remain applicable till such time the equity share capital and the net-worth of such entity reduces and remains below the specified threshold for a period of three consecutive financial year”

On the last day of the previous Financial Year, our share capital and Net worth didn’t exceed Rs 10 Crore and Rs 25 Crore, respectively; therefore, the clauses of Corporate Governance are exempted for us. However, we have complied with the provisions of Corporate Governance as and when required for good corporate management practices.

There was no such order passed by the Regulations or Courts or Tribunals that may impact the going concern status and the company’s operations in the future.

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institution.

There were no complaints received during the financial year 2024-25 and hence no complaint is outstanding as on 31.03.2025 for redressal. Further Company ensures that there is a healthy and safe atmosphere for every

women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

The following is a summary of sexual harassment complaints received and disposed off during the year 2024-25:

- No. of Complaints received : NIL

- No. of Complaints disposed off : NIL

- No. of Complaints Pending : NIL

Skyline Financial Services Private Limited is the Registrar & Transfer Agent for the company registered at New Delhi and is registered with SEBI as R & TA. The contact details of the same are mentioned at the beginning of the Report. The investors are kindly requested to address their queries, if any, to the R & TA. However, in case of any difficulties, they are always welcome to contact the Company’s Company Secretary & Compliance Officer, the contact particulars of whom are contained in the Report.

As per Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019, all existing and upcoming independent directors are required to apply to the Indian Institute of Corporate Affairs (IICA) for inclusion of their names in the Independent Directors Databank.

All the Independent Directors have registered themselves with the Independent Director's Databank.

The Annual Returns of the company for the previous financial years are available at https://richuninet.com/investors/ for convenience of the shareholders.

The Company has duly complied with the applicable provisions of the Secretarial Standards as issued by the Institute of Company Secretaries of India.

During the period under review, the Company has complied with the applicable provisions of the Maternity Benefit Act.

The Management Discussion and Analysis report is attached in the Annual Report as Annexure C.

The Company has in place adequate internal financial controls with reference to financial statements. During the financial year, such controls were tested and no reportable material weakness in the design or operation was observed.

Your directors take this opportunity to extend their thanks to the customers, business, partners, business associates, and bankers of the Company for their continued support during the year. The directors also sincerely acknowledge the dedication and commitment of the employees of the company at all levels.