DIRECTORS' REPORT

Your Directors have pleasure in presenting the 23^rd (Twenty Third) Annual Report of ANNU
PROJECTS LIMITED ("the Company"), together with the Audited Financial Statements for the
Financial Year ended 31^st March, 2026.

The Board of Directors of the Company is pleased to report on the business operations, performance,
and affairs of the Company during the financial year under review and to place before the Members
the Audited Standalone Financial Statements, along with the Auditor's Report thereon, for the year
ended 31st March, 2026.

FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as on March 31, 2026, are prepared in
accordance with the relevant applicable Indian Accounting Standards (“Ind AS”). The summarized
financial highlights are depicted below:

(All Amounts are in Million unless otherwise stated)

FINANCIAL PERFORMANCE OVERVIEW (STANDALONE BASIS)

The Company recorded a total income of Rs. 2445.87 million during the financial year 2025-26, as
compared to Rs. 1821.01 million in the previous financial year 2024-25. The net profit for the financial
year 2025-26 stood at Rs. 330.27 million, as compared to Rs. 205.77 million in 2024-25, translating
to basic earnings per share of Rs. 6.69 for 2025-26, as against Rs. 4.53 in 2024-25.

The brief highlights of the Company’s performance (standalone) during the financial year 2025¬
26:

• Total revenue from operations increased to ? 2412.48 Million as against ? 1800.66 Million in the
previous year-an increase of 33.98%.

• Profit before Tax (PBT) for the current year are ? 461.69 Million and ? 279.59 Million in the
previous year - an increase of 65.13%.

• Profit after Tax (PAT) for the current year are ? 330.271 Millions and ? 205.77 Millions in the
previous year - an increase of 60.50%

• Earnings per share is '? 6.91 for the year under review.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the Company during the financial year ended
March 31, 2026.

AMOUNTS TRANSFERRED TO RESERVES/RETAINED EARNINGS

During the year under the review, your Company has not transferred any amount in any specific
reserves, Securities Premium stood at Rs. 116.55 million and retained earnings stood at Rs. 953.61
million as on 31.03.2026.

DIVIDEND

The Board of Directors has not recommended any dividend for the financial year ended 31 March,
2026 in order to conserve resources for funding ongoing projects and strengthening the Company’s
financial position.

DIVIDEND DISTRIBUTION POLICY

In compliance with the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, the Board of Directors of the Company have adopted
the Dividend Distribution Policy of the Company ("the Policy”). The Policy inter alia, lays down various
parameters for the declaration/recommendation of dividend. The policy is available on the Company’s
website at www.annuproiects.com.

SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31^st 2026 stood at ?70,00,00,000/-
(Rupees Seventy Crores only) divided into 7,00,00,000 equity shares of ?10/- each.

The Issued, Subscribed and Paid-up Share Capital of the Company as on March 31, 2026 stood at
?47,80,96,700/- (Rupees Forty-Seven Crores Eighty Lakhs Ninety-Six Thousand Seven Hundred
only) divided into 4,78,09,670 equity shares of ?10/- each.

There has been no change in the share capital of the Company during the financial year 2025-26

EMPLOYEE STOCK OPTION SCHEME (ESOS)

The Company does not have any stock options scheme as on date.

CREDIT RATING

As on March 25, 2026 Infomerics Valuation and Rating Limited have reaffirmed the ratings of the
company as follows

Pursuant to the provisions of the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, as amended ("SEBI ICDR Regulations"), the Company is
required to appoint a credit rating agency registered with the Securities and Exchange Board of India
("SEBI") to act as the Monitoring Agency for overseeing the utilization of the Gross Proceeds of the
Issue in accordance with the Objects of the Issue as set out in the Offer Document.

Accordingly, the Company has appointed Infomerics Valuation and Rating Limited, a SEBI-registered
credit rating agency, as the Monitoring Agency, and Infomerics Valuation and Rating Limited has
consented to act in such capacity for monitoring the utilization of the Gross Proceeds of the Issue in
accordance with the terms and conditions of this Agreement, the SEBI ICDR Regulations, and all
other applicable laws, rules, regulations, and guidelines

MATERIAL CHANGES AND COMMITMENTS, IF ANY

Following are the material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statement relates and the date
of this report.

1. FILING OF UDRHP/ RED HERRING PROSPECTUS (UDRHP/RHP):

On 27^th June, 2025, the Company filed its Draft Red Herring Prospectus (“DRHP”) with SEBI, BSE
Limited and National Stock Exchange of India Limited in connection with its proposed Initial Public
Offering (IPO) of equity shares.

The Company has received in-principal approvals from BSE Limited and National Stock Exchange of
India Limited vide their respective letters dated September 9, 2025 and has further received an
observation letter dated November 24, 2025 from SEBI on the DRHP.

The Company is in the process of taking necessary steps towards filing the Updated Draft Red Herring
Prospectus (UDRHP) and thereafter the Red Herring Prospectus (RHP), subject to regulatory
approvals and prevailing market conditions

2. COMPOUNDING AND ADJUDICATION OF CSR NON-COMPLIANCES:

The Company had suo motu filed a petition dated June 17, 2025, before the Hon’ble Regional Director,
Northern Region, seeking compounding of offences under Section 135(1) and 135(5) of the
Companies Act, 2013 read with Rule 8(1) of the Companies (Corporate Social Responsibility) Rules,
2014, in relation to certain non-compliances pertaining to the Financial Years 2018-19 and 2019-20
and has further received final Order dated July 14, 2026 for compounding the default

The offences relating to the period up to December 2020 have since been compounded, and the
requisite compounding fees aggregating to ?2.38 million have been duly paid. Out of the total amount,
?0.70 million was borne by the Company, while the balance amount of ?1.68 million was paid by the
defaulting Directors.

Further, with respect to the non-compliances relating to the Financial Years 2020-21 and 2021-22,
as well as the balance period pertaining to Financial Years 2018-19 and 2019-20 not covered under
the aforesaid compounding proceedings, the Company has filed an application for adjudication before
the Registrar of Companies, National Capital Territory of Delhi & Haryana, New Delhi, on May 16,
2026, which is currently pending adjudication.

As a corrective measure, the Company has deposited the unspent Corporate Social Responsibility
(CSR) amounts aggregating to ?3.67 million pertaining to the Financial Years 2020-21 and 2021-22
into a fund specified under Schedule VII (PM CARES Fund) of the Companies Act, 2013 on January
20, 2026. Accordingly, the underlying non-compliances have been substantially regularized, subject
to the outcome of the aforesaid adjudication proceedings.

DISCLOSURES RELATING TO SUBSIDIARY COMPANIES / JOINT VENTURES /
ASSOCIATE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31 March, 2026 the Company did not have any Holding Company, Subsidiary Company, Joint
Venture, or Associate Company at the beginning of the financial year, during the year under review,
or as at the end of the financial year.

THE DETAILS OF BOARD AND COMMITTEE COMPOSITION
BOARD COMPOSITION

As of March 31, 2026, your Company’s Board had six members comprising of three Executive
Promoter Directors viz Mr. Krishna Ranjan, Mr. Sanjay Kumar Sarraf Mr. Rajan and three Independent
Directors viz Mr. Fareed Ahmed, Mr. Radhakrishnan Nagrajan and Ms. Nalini Shastri Vanjani,
Independent Woman Director.

The Executive Directors viz, Mr. Krishna Ranjan (DIN: 01265320) appointed as Whole Time Director
of the Company with effect from August 31, 2003, Mr. Sanjay Kumar Sarraf (DIN: 01174144)
appointed as Managing Director of the Company with effect from June 19, 2003 and Mr. Rajan (DIN:
03370404) appointed as Whole Time Director of the Company with effect from November 11, 2024.

The three Independent Directors viz, Mr. Fareed Ahmed (DIN:09698462), Mr. Radhakrishnan
Nagrajan (DIN: 00701892) and Ms. Nalini Shastri Vanjani (DIN:00996242) Independent Woman
Director are hereby appointed as an independent Director’s of the Company not liable to retire by
rotation, with effect from October 15, 2024.

The Board has identified core skills, expertise, and competencies of the Directors in the context of
your Company’s business for effective functioning. The key skills, expertise and core competencies
of the Board of Directors are detailed in the Corporate Governance Report, which forms part of this
Annual Report.

RE-APPOINTMENT OF DIRECTORS RETIRING BY ROTATION

In accordance with the provisions of the Companies Act, 2013, and the Articles of Association, Mr.
Krishna Ranjan (DIN: 01265320), Whole-Time Director shall be retiring by rotation at the upcoming
Annual General Meeting and, being eligible, offers himself for re-appointment. The Board
recommends his re-appointment for the approval of the shareholders at the forthcoming Annual
General Meeting.

PECUNIARY RELATIONSHIP OR TRANSACTIONS WITH THE COMPANY

During the year under review, the Non-Executive Directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees and reimbursement of expenses
incurred by them for the purpose of attending meetings of the Board/ Committee(s) of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with criteria of independence as prescribed under sub-section (6) of Section
149 of the Act and under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred as "the Listing Regulations ").

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company
hold highest standards of integrity and are highly qualified, recognized and respected individuals in
their respective fields. It’s an optimum mix of expertise (including financial expertise), leadership and
professionalism.

KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with Rules made
thereunder following are designated as Key Managerial Personnel (KMP) of the Company:

Ý Mr. Krishna Ranjan, Whole-Time Director;

Ý Mr. Rajan, Whole-Time Director;

Ý Mr. Sanjay Kumar Sarraf, Managing Director;

Ý Mr. Mayank Agarwal, Chief Financial Officer (CFO); and

Ý Ms. Charumita Bhutani, Company Secretary & Compliance Officer.

? Mr. Kailash Chand Gupta, who was appointed as the Chief Financial Officer of the Company at
the Board Meeting held on 24th January, 2025, ceased to hold office with effect from 30th April,
2026. The Board places on record its appreciation for his contributions to the Company during
his tenure.

? During the year under review, Ms. Arpit Sharma, who was appointed as the Company Secretary
of the Company at the Board Meeting held on 11th November, 2024 and was subsequently
designated as the Compliance Officer with effect from 16th April, 2025 ceased to hold office with
effect from the closure of business hours 01st June, 2026. The Board places on record its
sincere appreciation for the valuable services rendered by her during her tenure.

? Ms. Charumita Bhutani was appointed as the Company Secretary and Compliance Officer of
the Company effective from 02nd June, 2026 and later approved at the Board Meeting held on
15th July, 2026.

? Mr. Mayank Agarwal was appointed as the Chief Financial Officer of the Company effective from
13^th July 2026 and later approved at the Board Meeting held on 15th July, 2026.

COMMITTEES COMPOSITION

As required under the Companies Act, 2013, your Company has constituted various Statutory
Committees as on March 31, 2026. The Board has comprised the following committees/sub-
committees.

(a) Audit Committee;

(b) Nomination and Remuneration Committee;

(c) Stakeholders Relationship Committee;

(d) Corporate Social Responsibility Committee;

(e) IPO Committee.

During the year, all recommendations made by the committees were approved by the Board. The
composition and terms of reference of all the Committee(s) of the Board of Directors of the Company
is in line with the provisions of the Act.

a) Audit Committee Composition

The Board of Directors, at its meeting held on 15th October, 2024, constituted the Audit
Committee in compliance with the provisions of Section 177 of the Companies Act, 2013 and
applicable rules made there under.

The Committee was subsequently reconstituted from time to time, including on 16th April, 2025
and 12th May, 2026.

The present composition of the Audit Committee is as follows:

b) Nomination and Remuneration Committee:

The Board of Directors, at its meeting held on 15th October, 2024, constituted the Nomination
and Remuneration Committee (NRC) in accordance with the provisions of Section 178 of the
Companies Act, 2013 and applicable rules made thereunder. Subsequently, the Committee was
reconstituted by the Board on 16th April, 2025.

The present composition of the Nomination and Remuneration Committee is as follows:

c) Stakeholder’s Relationship Committee

The Board of Directors, at its meeting held on 16th April, 2025 constituted the Stakeholder’s
Relationship Committee (SRC) in accordance with the provisions of Section 178(5) of the
Companies Act, 2013 and applicable rules made thereunder.

The present composition of the Stakeholder’s Relationship Committee is as follows:

d) Corporate Social Responsibility Committee

The Board of Directors, at its meeting held on 15th October, 2024, constituted the Corporate
Social Responsibility Committee in compliance with the provisions of Section 135 of the
Companies Act, 2013 and applicable rules made thereunder.

The present composition of the Corporate Social Responsibility Committee is as follows:

e) IPO Committee

The Board of Directors, at its meeting held on 09th June, 2025 constituted the IPO Committee
in compliance with the provisions of Section 177 of the Companies Act, 2013 and applicable
rules made thereunder.

The present composition of the IPO Committee is as follows:

MEETINGS

a) Number of Board Meetings

The Board met 7 (Seven) times during the year under review. The intervening gap between the
meetings did not exceed 120 days, as prescribed under The Companies Act, 2013. The details
of Board meetings are as follows

b) Number of Audit Committee Meetings

The Audit Committee met 6 (Six) times during the financial year 2025-26, on 22nd May, 2025;
09th June, 2025; 24th June, 2025; 03rd September, 2025; 20th December, 2025; and 24th
March, 2026, the Committee has been meeting periodically in line with statutory requirements.

c) Number of Nomination and Remuneration Committee Meetings

The Nomination and Remuneration Committee met 3 (Three) times during the Financial Year
2025-26 on 22nd May, 2025; 19th December, 2025; and 24th March, 2026. The Committee
has been meeting periodically in line with statutory requirements.

d) Number of Corporate Social Responsibility Committee Meetings

The Corporate Social Responsibility Committee met 2 (Two) times during the Financial Year
2025-26 on 20th Dec, 2025 and 24th March, 2026. The Committee has been meeting
periodically in line with statutory requirements

e) Number of Stakeholder’s Relationship Committee Meetings

The Stakeholder’s Relationship Committee met 1 (One) time during the Financial Year 2025¬
26 on 24th March, 2026. The Committee has been meeting periodically in line with statutory
requirements

f) Number of IPO Committee Meetings

The IPO Committee met 1 (One) times during the Financial Year 2025-26 on 26th June, 2026.
The Committee has been meeting periodically in line with statutory requirements.

INDEPENDENT DIRECTORS’ MEETING

Pursuant to the requirements of Schedule IV of the Companies Act, 2013, separate Meeting of the
Independent Directors of the Company was also held on March 24, 2026, without the presence of
Non-Independent Directors and members of the management, to review the performance of Non¬
Independent Directors and the Board as a whole, the performance of the Chairperson of the Company,
taking into account the views of Executive Directors, and also to assess the quality, quantity and
timeliness of flow of information between the Company management and the Board.

ANNUAL GENERAL MEETING

During the financial year 2025-26 22^nd Annual General Meeting of the Company was held on
September 30, 2025 at 02:00 P.M. at registered office of the Company situated at B-1, Plot No. 11,
Local Shopping Complex Vasant Kunj, New Delhi, India, 110070.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration
and appointment of Directors, Key Managerial Personnel and Senior Management of the Company.
The Policy broadly lays down the guiding principles, philosophy and the basis for payment of
remuneration to Executive and Non-Executive Directors (by way of sitting fees), Key Managerial

Personnel, Senior Management and other employees. The policy also provides the criteria for
determining qualifications, positive attributes and Independence of Director and criteria for
appointment of Key Managerial Personnel / Senior Management and performance evaluation. The
Nomination and Remuneration Policy of the Company is annexed with this report.

BOARD DIVERSITY

Your Company recognizes and embraces the importance of a diverse board in its success. The Board
has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of
Directors. The said Policy is available on your Company’s website.

DISCLOSURE OF CERTAIN TYPE OF AGREEMENTS BINDING LISTED ENTITY

Pursuant to Regulation 30A (2) of SEBI Listing Regulations, there is no agreement impacting the
management or control of the Company or imposing any restrictions or create any liability upon the
Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of Sub-section (3) of Section 134 of the Companies Act, 2013,
your Directors hereby confirm that they:

(i) Have followed in the preparation of Annual Accounts for the financial year 2025-26, the
applicable Accounting Standards and no material departures have been made for the same;

(ii) Had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2026 and of the profit of the Company for the year ended on
that date;

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

(iv) Had prepared the annual accounts on a going concern basis;

(v) Have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and are operating effectively; and

(vi) Have devised proper systems to ensure compliance with the provisions of all applicable laws
and that such system is adequate and operating effectively.

BOARD EVALUATION

In accordance with the Companies Act, 2013 and Regulation 25(3) of SEBI (LODR) Regulations,
2015, Independent Directors, in a separate meeting without the presence of Non-Independent
Directors and Management, evaluated the performance of the Board, Chairman, and Non¬
Independent Directors. They also assessed the quality, quantity, and timeliness of information flow
between Management and the Board.

The Board, excluding the concerned Director, evaluated the performance of each Independent
Director and conducted its annual evaluation, including that of individual Directors. The evaluation,
based on criteria approved by the Nomination and Remuneration Committee, covered Board
composition, processes, decision-making, attendance, and discharge of responsibilities.

Performance of individual Directors, including the Chairman, was assessed on parameters such as
industry knowledge, strategic vision, commitment, and time contribution. Independent Directors were
additionally evaluated on their integrity, expertise, and effectiveness in Board deliberations.

STATUTORY AUDITORS

As per provisions of Section 139(1) of the Act, the Company has appointed M/s Suresh Chandra &
Associates, Chartered Accountants (Firm Registration No. 001359N) as Statutory Auditors of the
Company for the First term of five consecutive years, commencing from the conclusion of 21st Annual
General Meeting (‘AGM’) held on 30th September, 2024 till the conclusion of 26th AGM of the
Company to be held in the year 2029. Suresh Chandra & Associates, Chartered Accountants, have
confirmed their eligibility under section 141 of the Companies Act, 2013 and rules framed thereunder.

STATUTORY AUDITORS’ REPORT

During the year under review, the Auditor did not report any matter under Section 143(12) of the
Companies Act, 2013; therefore, no detail is required to be disclosed under Section 134(3) (ca) of the
Companies Act, 2013. The observations of the Auditor, if any, are explained wherever necessary, in
the appropriate notes to the accounts.

The Statutory Auditor’s Report does not contain any qualification, reservation or adverse remark,
disclaimer or emphasis of matter.

SECRETARIAL AUDITORS

Pursuant to the provisions of Regulation 24A & other applicable provisions of the SEBI Listing
Regulations read with Section 204 read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, on the recommendation of the Audit Committee,
the Board of Directors at their meetings held on July 15, 2026 have approved appointment of M/s
Vasisht & Associates, Practising Company Secretaries subject to the approval of the shareholders as
Secretarial Auditors of the Company for a term of 5(Five) consecutive years, commencing from the
Financial Year 2026-27 and ending with the Financial Year 2030-31, on such terms and conditions,
including remuneration, as placed before the meeting.

A detailed proposal for appointment of Secretarial auditor forms part of the Notice convening this
AGM.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY

There is no material unlisted Indian subsidiary of the Company as on March 31, 2026 and the
requirement of the Secretarial Audit of material unlisted Indian subsidiary is not applicable to the
Company for FY2025-26.

A Secretarial Audit Report for FY 2025-26 given by the Secretarial Auditors in Form No. MR-3 is
annexed with this Report. There are no qualifications, reservations or adverse remarks made by
Secretarial Auditors in their Report.

SECRETARIAL COMPLIANCE REPORT

The Company is not listed yet therefore, the applicability of SEBI circular no CIR/CFD/CMD1/27/2019
dated February 08, 2019 was not applicable on year ending March 31, 2026.

COST AUDITORS AND MAINTENANCE OF COST RECORDS.

As per Section 148 of the Companies Act, 2013, the Company is not required to have the audit of its
cost records conducted by a Cost Accountant in practice.

INTERNAL AUDIT

The Board of Directors of the Company has appointed M/s MANV & Associates, Chartered
Accountants (Firm Registration No. 007351N) as Internal Auditor of the Company for the FY 2025-26,
to audit the function and activities of the Company and to review various operations of the Company;
the Company continued to implement their suggestions and recommendations to improve the control
environment.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE
WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Secretarial Auditors and Cost Auditors of the Company have not reported any
frauds to the Audit Committee or to the Board of Directors under Section 143 (12) of the Companies
Act, 2013, including rules made there under.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken
various projects directly or through implementation agencies. These projects have been carried out in
accordance with the cSr Policy of the Company and are aligned with Schedule VII of the Companies
Act, 2013.

The CSR Policy, prepared in line with statutory requirements. The Annual Report on CSR activities,
furnished as per the Companies (CSR Policy) Rules, 2014, is annexed with this report and forms an
integral part of this Report.

Your Company remains committed to maintaining the highest standards of corporate governance and
adhering to best governance practices. Although the provisions relating to Corporate Governance
under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are presently
not applicable to the Company, the Company has, as a matter of good governance and transparency,
voluntarily included a Corporate Governance Report as part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The provisions relating to the Management Discussion and Analysis Report as prescribed under
Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended, are presently not applicable to the Company. However, in line with its commitment to
transparency and disclosure of information, the Company has voluntarily included the Management
Discussion and Analysis Report as part of this Annual Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions with related parties are placed before the Audit Committee and Board for its approval.
An omnibus approval from Audit Committee is obtained for the related party transactions which are
repetitive in nature. All transactions with related parties entered into during the year under review were
at arm’s length basis and in the ordinary course of business and in accordance with the provisions of
the Act and the rules made thereunder, and Company’s Policy on Related Party Transactions.

During the year, your company has not entered into any transactions with related parties which could
be considered material in terms of Section 188 of the Act.

Further, the prescribed details of related party transactions of the Company in Form No. AOC-2, in
terms of section 134 of the Act read with Rule 8 of the Company (Accounts) Rules, 2014 is given as
Annexure to this report.

Your directors draw attention of the members to note 45 of the financial statements
DISCLOSURE ON AUDIT COMMITTEE

The Audit Committee as on March 31, 2026 comprises of the following Directors: Mr. Radhakrishnan
Nagrajan (Chairman), Mr. Fareed Ahmed, Ms. Nalini Shastri Vanjani and Mr. Sanjay Kumar Sarraf as
Members.

All recommendations of Audit Committee were accepted by the Board of Directors.

RISK MANAGEMENT

The Company has also formulated the Risk Management Policy, to identify risks and minimize their
adverse impact on business and strives to create transparency which in turn enhances the Company’s
competitive advantage.

According to the aforesaid business risk policy, the Company has identified the business risks
associated with its operations and an action plan for its mitigation of the same is put in place. The
business risks and its mitigation have been dealt with in the Management Discussion and Analysis
Section of this Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company maintains adequate internal control system and procedures commensurate with its
size and nature of operations. The internal control systems are designed to provide a reasonable
assurance over reliability in financial reporting, ensure appropriate authorization of transactions,
safeguarding the assets of the Company and prevent misuse/ losses and legal compliances.

The internal control system includes a well-defined delegation of authority and a comprehensive
Management Information System coupled with quarterly reviews of operational and financial
performance, a well-structured budgeting process with regular monitoring of expenses and Internal
audit. The Internal Audit reports are periodically reviewed by the management and the Audit
Committee and necessary improvements are undertaken, if required.

During the year, such controls were tested and no reportable material weakness in the design or
operation was observed.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Pursuant to the provisions of Section 177 of the Companies Act, 2013, the rules framed thereunder,
the Company has established a Vigil Mechanism through its Whistle Blower Policy to provide directors,
employees, and other stakeholders with an avenue to report genuine concerns relating to unethical
behavior, fraud, misconduct, improper practices, or violations of applicable laws, rules, and
regulations.

The Whistle Blower Policy provides adequate safeguards against victimization of individuals who avail
themselves of the mechanism and ensures that all complaints are dealt with in a fair, transparent, and
confidential manner. The Company has designated a Nodal Officer for receiving and processing
complaints under the Policy. Further, in exceptional circumstances, whistle blowers have direct access
to the Chairperson of the Audit Committee. No person has been denied access to the Chairperson of
the Audit Committee during the financial year under review.

The Company is committed to protecting whistle blowers from any adverse action or retaliation arising
from the reporting of genuine concerns in good faith. The Whistle Blower Policy is hosted on the
Company's website and can be accessed at https://annuprojects.com/company-policies/.

During the financial year under review, no complaints or genuine concerns were received under the
Whistle Blower Policy.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and that such
systems are adequate and operating effectively.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE.

The Company has laid down sexual harassment policy pursuant to provision of Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made
thereunder. The objective of this policy is to provide protection against sexual harassment of women
at workplace and for the prevention and redressal of complaints of sexual harassment and for matters
connected therewith. The Company has zero tolerance on sexual harassment at workplace. During
the financial year 2025-26, no complaint was received under this policy.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961,
and has extended all statutory benefits to eligible women employees during the year.

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.

During the year under review, an interim order dated February 24, 2026 was passed by the Regional
Director (Northern Region), Ministry of Corporate Affairs, in connection with the compounding
application filed by the Company under Section 441 of the Companies Act, 2013 for certain non¬
compliances under Section 135 of the Act, pertaining to the financial years 2018-19 and 2019-20.
Subsequently, a corrigendum dated April 20, 2026 was issued in respect of the said order. The final
order in the matter has been received by the Company dated July 14^th 2026. The Company has
complied with the process of complying with the directions contained therein.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/ EMPLOYEES

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any public deposits under Chapter V of
the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits
was outstanding as of March 31, 2026.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
OF THE COMPANIES ACT, 2013.

Particulars of loans, guarantees and investments under Section 186 of the Companies Act, 2013 as
at the end of the financial year 2025- 26 are provided in the notes to standalone financial statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO^ Conservation Of Energy Technology Absorption

Since the Company does not own any manufacturing facility, disclosure of particulars relating to
conservation of energy and technology absorption in terms of Rule 8 of the Companies
(Accounts) Rules, 2014 not applicable to the Company.

^ Foreign Exchange Earnings and Outgo

There was no foreign exchange inflow or outflow during the year under review.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, read with the applicable Rules
made thereunder, the Annual Return of the Company as on March 31,2026 is available on the website
of the Company at https://annuproiects.com/annual-reports/

INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the applicable provisions of Companies Act, 2013 read with Investor Education
and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules”), all
unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of
seven (7) years.

Further, according to IEPF Rules, the shares on which dividend has not been claimed by the
shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the
IEPF Authority.

During the period under review, there was no amount of unpaid / unclaimed dividends liable to be
transferred to the Investor Education and Protection Fund (IEPF) under Sections 124 and 125 of the
Companies Act, 2013.

CYBER SECURITY

In view of increased cyber-attack scenarios, the cyber security maturity is reviewed periodically and
the processes, technology controls are being enhanced in-line with the threat scenarios.

Your Company’s technology environment is enabled with real time security monitoring with requisite

controls at various layers starting from end user machines to network, servers, application and the
data.

OTHER INFORMATION

Your Directors state 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 or said items are not applicable
to the Company:

1. The Managing Director and the Whole Time Directors has not received any remuneration or
commission from any of its subsidiaries.

2. During the year under review, the company has not done any buy back of equity shares.

3. The Disclosure pertaining to explanation for any deviation or variation in connection with certain
terms of a public issue of the Company.

4. No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as
at the end of the financial year is not applicable; and

5. The requirement to disclose the 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, is not applicable.

6. During the year under review, there is no revision of financial statements and Directors’ Report
of your Company.

7. No political contribution made during the year under review.

ACKNOWLEDGEMENT

The Board places on record its appreciation for the support and continued co-operation extended by
all the customers, vendors, dealers, bankers, regulators and business associates. The Board places
on record its appreciation to all the employees for their dedicated and committed services. Your
directors deeply acknowledge the continued trust and confidence that the shareholders place in the
management and is confident that with their continued support, the Company will achieve its
objectives and emerge stronger in the coming years.

For and on behalf of the Board
Annu Projects Limited
(formerly known as Annu Projects Private Limited)

Sd/- Sd/-

Sanjay Kumar Sarraf Krishna Ranjan

Place: New Delhi C h a i rm a n & M a n ag i n g D i rect o r W h o I e -Ti me Director

Date: July 15, 2026 DIN: 01174144 DIN: 01265320

Address- B-1/1222, Vasant Kunj, Address-Flat No.-774, Sec-
South West Delhi -110070 A, Pocket-B & C, Vasant

Kunj, Delhi-110070