Nimbus Projects Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 33^rd (Thirty Third) Annual Report of the Company along with the Audited Financial Statements (Standalone and Consolidated) for the financial year 2025-26.

1. PERFORMANCE OF THE COMPANY:

The financial performance of the Company for the financial year ended March 31, 2026 are summarized below for your consideration:

Particulars	Standalone		Consolidated
	For the financial year ended March 31, 2026	For the financial year ended March 31, 2025	For the financial year ended March 31, 2026	For the financial year ended March 31, 2025
Revenue from Operations	146.73	151.12	22875.62	17829.71
Other Revenues including shares of profit from jointly controlled partnership firms	4067.60	3898.21	1288.44	5133.63
Total Revenue	4214.33	4049.33	24164.06	22963.34
Less : Expenses	5156.58	4508.90	29127.09	21925.36
Profit/(loss) before Interest, Depreciation & Tax (PBITDA)	(942.25)	(459.57)	(4963.03)	1037.98
Finance Charges	145.40	541.41	2483.24	1102.71
Depreciation and Amortization	22.53	18.25	142.27	108.81
Provision for Income Tax (including for earlier years)	102.76	255.68	263.38	677.78
Share of Profit/(loss) of Associates	-	-	(2375.85)	7262.98
Net Profit/(Loss) After Tax	(1212.94)	(1274.92)	(8798.85)	6411.66
Total Comprehensive Income	(1212.80)	(1275.18)	(8801.01)	6420.86
Non-Controlling Interest	-	-	(1977.96)	74.50
Net profit after netting of non-controlling Interest	-	-	(6823.05)	6346.36
Adjustments	-	-	7104.87	(9198.48)
Profit/(Loss) brought forward from previous year	(3415.00)	(2140.08)	1377.30	4282.51
Profit/(Loss) carried to Balance Sheet	(4627.93)	(3415.00)	1662.01	1377.30

Notes:

1. The above figures have been extracted from the audited standalone and consolidated financial statements as per Indian Accounting Standard (IND-AS).

2. The previous years figures are appropriately restated to give effect to scheme of amalgamation and consolidation of financial statements of subsidiaries, Associates and partnership firms.

2. RESULTS OF OPERATIONS AND STATE OF COMPANYS AFFAIRS

a) Standalone Results of Operation: During the financial year under review, your Companys standalone revenue from operations is Rs. 146.73 Lakh as compared to revenue of Rs. 151.12 Lakh in the last year. The standalone loss of your Company is Rs. 1212.94 Lakh as compared to the loss of Rs. 1274.92 Lakh in the last year.

b) Consolidated Results of Operation: During the financial year under review, your Company has consolidated its Financial Statement w.r.t. to Subsidiaries viz N.N. Financial Services Private Limited, Pelican Realty Ventures Private Limited, partnership firms (IITL-Nimbus, The Express Park View and IITL-Nimbus, The Palm Village) and Associate Companies viz Capital Infraprojects Private Limited, Brothers Trading Private Limited, Nimbus (India) Limited and World Resorts Limited.

IITL-Nimbus, The Express Park View and IITL-Nimbus, The Palm Village, the Joint partnership firms of the Company wherein the Company holds 95% of partners capital, the financial statements of these firms have been consolidated like subsidiaries.

The Company has recorded a consolidated revenue from operations of Rs. 22875.62 Lakh in the current financial year as compared to revenue of Rs. 17829.71 Lakh in the last year. The consolidated loss of your Company is Rs. 8798.86 Lakh in the current financial year compared to the profit of Rs. 6367.50 Lakh in last financial year.

The individual performance of these subsidiaries, firms and associate companies has been discussed under the relevant head of this report.

BUSINESS OVERVIEW

The companys performance during the financial year reflected steady progress despite market uncertainties. Demand remained healthy across key market segments, supported by strong customer interest and improved project execution. Sales bookings, customer inquiries, and project completions demonstrated positive momentum throughout the year.

Management continued to focus on timely project delivery, cost optimization, efficient inventory management, and strengthening customer relationships. Strategic land acquisitions and selective project launches enabled the company to expand its development pipeline while maintaining financial discipline.

The Company is engaged in construction of residential flats through Special Purpose Vehicles (SPVs) and these SPVs have been allotted plots of land on long term lease, under Builders Residential Scheme (BRS) of the New Okhla Industrial Development Authority (NOIDA), Greater Noida Industrial Development Authority (GNIDA) and Yamuna Expressway Authority (YEA).

NEW PROJECT UNDERTAKEN BY THE COMPANY

a) NIMBUS SUNWORLD ARISTA

The Company successfully launched its residential project "Sunworld Arista" (RERA Registration No. UPRERAPRJ11625) during July 2025, after obtaining an extension of the projects RERA registration validity up to January 23, 2030.

The project was acquired from M/s. Sunworld Residency Private Limited (SRPL) as a legacy stalled project under the Legacy Stalled Scheme Policy issued in July 2023, pursuant to the recommendations of the Amitabh Kant Committee and approved by the Government of Uttar Pradesh. This acquisition reflects the Companys strategic focus on unlocking value from stressed real estate assets while contributing to the timely completion of stalled housing projects.

The project is situated at Plot No. GH-01/C, Sector-168, Noida, District Gautam Buddha Nagar, Uttar Pradesh, and comprises the development of four residential towers (Towers 5, 7, 8 and 9) along with a clubhouse on a land parcel measuring approximately 10,957 square metres. The Uttar Pradesh Real Estate Regulatory Authority (UP RERA) has recognized the Company as the Lead Promoter, entrusting it with the responsibility for the completion, development, marketing and sale of the project.

Construction activities are progressing satisfactorily and are in full swing. Upon completion, the project will comprise 340 residential units with an aggregate saleable area of approximately 11.00 lakh square feet. As on March 31, 2026, the Company had successfully booked approximately 40 residential units, reflecting encouraging customer response during the initial phase following the projects launch.

The Company remains committed to executing the project in accordance with the approved timelines and applicable regulatory requirements while maintaining high standards of quality and customer satisfaction. The successful execution of Sunworld Arista is expected to strengthen the Companys real estate portfolio and contribute positively to its future revenues and profitability.

ONGOING PROJECT

b) NIMBUS THE PALM VILLAGE

The Company is developing "Nimbus The Palm Village" through the partnership firm M/s IITL-Nimbus, The Palm Village. The project was previously undertaken in collaboration with Nimbus Propmart Private Limited, which retired from the partnership with effect from March 31, 2026. Pursuant to the reconstitution of the partnership firm, Mr. Bipin Agarwal was inducted as a new partner with effect from April 01, 2026. The partners share the profits and losses of the firm in proportion to their respective capital contributions from time to time.

The project is strategically located on the Yamuna Expressway, offering excellent connectivity to the Noida International Airport, the Delhi-Mumbai Expressway, and other major transportation corridors. It is situated opposite the International Cricket Stadium and the Buddha International Circuit (F1 and MotoGP Track), making it a well-connected residential destination with significant future growth potential.

The layout plan of the project has been duly approved by the Yamuna Expressway Industrial Development Authority (YEIDA), and all other requisite statutory approvals and permissions have been obtained from the concerned authorities.

The partnership firm has also obtained registration under the Real Estate (Regulation and Development) Act, 2016 (RERA) with Registration No. UPRERAPRJ558356/04/2024, dated April 17, 2024. Following receipt of the requisite approvals, the project has been successfully launched, and the booking of residential units and commercial shops is open for sale.

The project has been thoughtfully planned as a mixed-use residential development comprising both low-rise and high- rise residential components along with commercial facilities. It offers:

• 474 three-bedroom (3 BHK) apartments, predominantly having a carpet area of approximately 1,128 square feet, developed across 48 independent low-rise buildings (G+4);

• 702 one-bedroom (1 BHK) apartments, predominantly having a carpet area of approximately 248 square feet, housed in two high-rise towers of 13 floors each; and

• 44 commercial shops of varying sizes to cater to the daily needs of residents.

As on March 31, 2026, the partnership firm had successfully booked 962 residential units & 16 Commercial units, reflecting a strong market response and customer confidence in the project.

Nimbus The Palm Village represents the Companys strategic expansion into the high-growth Yamuna Expressway corridor. With its prime location, comprehensive regulatory approvals and encouraging booking momentum, the project is expected to make a meaningful contribution to the Companys future revenues while strengthening its presence in one of the fastest-growing real estate destinations in the National Capital Region.

COMPLETED PROJECTS

c) EXPRESS PARK VIEW- I

The Company takes pride in successfully delivering its maiden residential project, "Express Park View", located at Plot No. 10B, Sector CHI-V, Greater Noida, Uttar Pradesh. The successful completion and handover of the project marks a significant milestone in the Companys journey and demonstrates its commitment to timely execution and quality delivery.

The project comprises 332 residential apartments, all of which were fully sold as on March 31, 2026, reflecting strong customer acceptance and confidence in the Companys execution capabilities.

The Company has commenced the possession and handover process to the homebuyers. Simultaneously, the execution and registration of Sub-Lease Deeds in favour of the respective allottees is progressing smoothly. As on March 31, 2026, the Company had successfully executed 328 Sub-Lease Deeds, with the balance deeds being executed in a phased manner in coordination with the concerned allottees and statutory authorities. The successful completion of Express Park View has strengthened the Companys reputation as a reliable real estate developer and established a strong foundation for its future residential developments.

d) THE HYDE PARK

The Hyde Park has been developed through the partnership firm M/s IITL-Nimbus, The Hyde Park, Noida, in which the Company holds a 50% partnership interest. The remaining 50% partnership interest, previously held by M/s Nimbus Propmart Private Limited, was transferred following its retirement from the partnership with effect from March 31,2026. Consequent to the reconstitution of the partnership firm, Mr. Bipin Agarwal was admitted as a new partner with effect from April 01,2026 , and the profits and losses of the firm are now shared equally between the Company and Mr. Bipin Agarwal in the ratio of 50:50. Strategically located at Sector-78, Noida, Uttar Pradesh, the project enjoys excellent connectivity to the metro network, Noida Expressway, educational institutions, healthcare facilities, shopping centres and other social infrastructure. Spread over an area of approximately 60,348.53 square metres, the project comprises 2,092 residential apartments along with a commercial complex. Construction of the entire project has been successfully completed, and the Completion Certificate has been obtained for all 23 residential towers as well as the commercial complex.

The project has witnessed an encouraging response from homebuyers, with 2,091 residential apartments and 58 commercial shops sold as on 31 March 2026. Physical possession has been handed over to the purchasers of 2,090 residential apartments and 58 commercial shops, signifying the successful completion and delivery of the project. The execution and registration of Sub-Lease Deeds in favour of the respective allottees is progressing satisfactorily. As on March 31,2026, the partnership firm had executed 2,054 Sub-Lease Deeds in favour of the allottees, while the balance deeds are being completed in a phased manner. In accordance with the applicable statutory provisions, the maintenance and management of the common areas and shared facilities of the project have been entrusted to the Resident Welfare Association (RWA) constituted under the Societies Registration Act, 1860. The RWA is responsible for the operation, upkeep and maintenance of the common infrastructure and amenities for the benefit of the residents.

The successful completion and delivery of The Hyde Park project underscore the Companys execution capabilities and reinforce its commitment to delivering quality residential developments while creating long-term value for all stakeholders.

e) THE GOLDEN PALMS

Golden Palms, located at Plot No. GH-01/E, Sector-168, Noida, Uttar Pradesh, is one of the Companys flagship residential developments. Strategically positioned in close proximity to the Noida Expressway, the IT corridor, shopping malls, educational institutions, healthcare facilities and a golf course, the project offers excellent connectivity and a well- developed social infrastructure. Spread over a leasehold land parcel of approximately 39,999.76 square metres, the project has been thoughtfully designed to provide a premium lifestyle with modern amenities amidst a lush green environment. Nearly 80% of the landscaped area comprises greenery featuring a variety of palm trees, flowering plants, hedges and ground cover, creating a serene and sustainable living environment. The project comprises 1,403 residential apartments, including studio apartments, along with 52 commercial shops of various sizes. Construction of the entire development has been successfully completed, and the Completion Certificate has been obtained for all 13 residential towers, including the commercial component.

The possession and handover process is progressing smoothly. As on March 31, 2026, the Company had sold 1,396 residential apartments and 49 commercial shops. Physical possession has been handed over to the purchasers of 1,393 residential apartments and 48 commercial shops, reflecting the successful delivery of the project. The execution and registration of Sub-Lease Deeds in favour of the respective allottees is also progressing satisfactorily. As on March 31, 2026, the Company had executed 1,340 Sub-Lease Deeds in favour of the allottees, with the remaining deeds being completed in a phased manner.

In accordance with the applicable statutory provisions, the maintenance and management of the common areas, infrastructure and amenities have been entrusted to the Resident Welfare Association (RWA) constituted under the Societies Registration Act, 1860. The RWA is responsible for the operation and upkeep of the common facilities, ensuring efficient management and a high standard of living for the residents. Golden Palms continues to reflect the Companys commitment to delivering quality residential developments, timely project execution and sustainable community living, thereby enhancing customer satisfaction and strengthening the Companys presence in the National Capital Region real estate market.

f) THE EXPRESS PARK VIEW II

The Company has developed "The Express Park View-II" through the partnership firm M/s IITL-Nimbus, The Express Park View. in which the Company holds a 95% partnership interest. The remaining 5% partnership interest, previously held by M/s Nimbus Propmart Private Limited, was transferred following its retirement from the partnership with effect from March 31,2026. Consequent to the reconstitution of the partnership firm, Mr. Bipin Agarwal was admitted as a new partner with effect from April 01, 2026, and the profits and losses of the firm are now shared equally between the Company and Mr. Bipin Agarwal in the ratio of 95:05.

High-Rise Residential Development

The High-Rise Residential Development comprises 10 residential towers, all of which have been successfully completed. The Completion Certificate for all ten towers has been duly obtained from the competent authority.

The project consists of 1,320 residential apartments, of which 1,269 apartments had been sold as on March 31, 2026. Physical possession has been handed over to 1,268 homebuyers, reflecting the steady progress in project handover and customer occupancy.

The execution and registration of Sub-Lease Deeds in favour of the allottees is progressing satisfactorily. As on March 31, 2026, the partnership firm had executed 1,227 Sub-Lease Deeds in favour of the respective allottees.

Commercial Development - "The Park Street"

The commercial component of the project, marketed under the name "The Park Street", comprises 40 commercial shops. The entire commercial inventory was 100% sold as on March 31, 2026.

The commercial development is registered as an independent project under the Real Estate (Regulation and Development) Act, 2016 (RERA) bearing Registration No. UPRERAPRJ180127. The partnership firm has also obtained the Completion Certificate for the commercial project from the competent authority.

The execution and registration of Sub-Lease Deeds in favour of the allottees is progressing satisfactorily. As on March 31, 2026, the partnership firm had executed 33 Sub-Lease Deeds in favour of the respective allottees.

Low-Rise Residential Development

The partnership firm launched the Low-Rise Residential Development on March 31, 2021 as an independent project under the Real Estate (Regulation and Development) Act, 2016 (RERA), bearing Registration No. UPRERAPRJ555694. The partnership firm has also obtained the Completion Certificate for the commercial project from the competent authority on 28.01.2026.

The development comprises 16 low-rise residential towers (G+4) with a total of 310 residential apartments. As on March 31, 2026, the partnership firm had sold 277 apartments and executed 68 Sub-Lease Deeds in favour of the respective allottees.

The Express Park View-II continues to demonstrate the Companys execution capabilities through its phased development approach across residential and commercial segments. The project remains a key contributor to the Companys real estate portfolio and reflects its commitment to timely delivery, regulatory compliance and sustained value creation for customers and stakeholders.

PROJECT DEVELOPED BY SUBSIDIARY COMPANY

During the Financial Year 2024-25, pursuant to the Scheme of Arrangement, Pelican Realty Ventures Private Limited ("PRVPL"), a company incorporated under the provisions of the Companies Act, 1956, having its registered office at No. 16A, North Street, Vannarapalayam, Cuddalore, Tamil Nadu - 607001, became a subsidiary of Nimbus Projects Limited.

PRVPL is engaged in the business of real estate development and is presently undertaking the development and marketing of the following residential township projects:

1. Puducherry Layout - Pelican Belfort Extension (Sri Garuda Avenue)

The Company is developing a residential township project under the name "Pelican Belfort Extension (Sri Garuda Avenue)" at Puducherry.

The project is strategically situated near the Mahatma Gandhi Medical College & Research Institute, one of the prominent educational institutions in Puducherry. The layout enjoys excellent connectivity, being surrounded by three highways and located adjacent to Bahour Lake, a well-known tourist destination, making it an attractive residential destination.

The project has been duly approved by the Puducherry Planning Authority and is registered with the Puducherry Real Estate Regulatory Authority (RERA). The approved project comprises a total land area of 98,120.94 square metres, with 394 residential plots aggregating 68,826.41 square metres. As part of the statutory development requirements, an area of 21,786.43 square metres earmarked for roads and 7,508.10 square metres reserved as Open Space Reservation (OSR) has been gifted to the Bahour Commune Panchayat.

During the Financial Year 2025-26, the Company sold 60 residential plots aggregating approximately 98,120 square feet. Development activities, including laying of sewerage (STP) lines, installation of electricity poles and distribution lines, and road construction, are in progress. The project has received encouraging market response, and the Company expects to achieve substantial sales of the remaining plots in the near future.

2. Trichy Layout - BHEL Officers City

The Company is also developing a residential gated community project under the name "BHEL Officers City" situated at Gundur Village, Thiruverumbur Taluk, Tiruchirappalli District, Tamil Nadu, within the K-Sathanur Sub-Registration District.

The project is strategically located directly behind the Tiruchirappalli International Airport and enjoys excellent connectivity through major highways. Its proximity to the rapidly developing Trichy Ring Road and the proposed Panjapur Integrated Bus Terminus further enhances its growth potential. The project offers spacious residential plots, including standard plot sizes of approximately 3,000 square feet, which are increasingly scarce within urban limits. The association with the "BHEL Officers" brand has also contributed to the projects appeal as a well-planned residential community.

During the Financial Year 2025-26, the Company sold 5 residential plots aggregating approximately 9,000 square feet. The gated community has been substantially completed with all essential infrastructure, including internal roads, electricity distribution network and sewage facilities. As on the date of this Report, 39 plots, aggregating approximately 115,031 square feet, remain available for sale. The project continues to witness healthy customer interest, and the Company expects to complete the sale of the remaining inventory in due course.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business during the year under review.

4. DIVIDEND AND RESERVES

Your Directors has decided not to recommend any dividend for the financial year ended March 31,2026. For the year under review, the Company is not required to transfer any amount to any reserve.

Your Company did not have any funds lying unpaid or unclaimed for a period of 7 (seven) years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) during the year under review.

Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, T ransfer and Refund) Rules, 2016, the Company was not required to file any form with the Ministry of Corporate Affairs during the year under review.

5. SHARE CAPITAL

As on March 31, 2026, the Authorized Share Capital of the Company is Rs. 97,21,00,000/- (Rupees Ninety-Seven Crore Twenty-One Lakh only) consisting of:

(a) *Rs. 77,21,00,000/- (Rupees Seventy-Seven Crore Twenty-One Lakh Only) divided into 7,72,10,000 (Seven Crore Seventy-Two Lakh Ten Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each.

(b) Rs. 20,00,00,000/- (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) Preference Shares of Rs. 10/- (Rupees ten) each.

As on March 31 2026, the issued, subscribed and paid up share capital of the Company is Rs. 19,31,87,350/- (Rupees Nineteen Crore Thirty One Lakh Eighty Seven Thousand Three Hundred Fifty only) consisting of:

(a) 1,93,18,735 (One Crore Ninety-Three Lakh Eighteen Thousand Seven Hundred Thirty-Five) Equity Shares of Rs. 10/- (Rupees Ten) each.

*Pursuant to orders passed by Honble National Company Law Tribunal, New Delhi Bench and Honble National Company Law T ribunal, Kolkata Bench dated January 23, 2025 and April 07, 2025 respectively, sanctioning the Scheme of Arrangement for Amalgamation of Gupta Fincaps Private Limited ("Transferor Company 1"), Urvashi Finvest Private Limited ("Transferor Company 2"), Intellectual Securities Private Limited ("Transferor Company 3"), Happy Graphics and Exhibition Private Limited ("Transferor Company 4"), Link Vanijya Private Limited ("Transferor Company 5"), Dynamo Infracon Private Limited ("Transferor Company 6"), Pushpak Trading & Consultancy Private Limited ("Transferor Company 7"), Mokha Vyapaar Private Limited ("Transferor Company 8"), Padma Estates Private Limited ("Transferor Company 9") with Nimbus Projects Limited ("Transferee Company") under Section 230 - 232 of the Companies Act, 2013, the Authorized share capitals of all the Transferor Companies have been clubbed with that of the Company.

During the year under review, pursuant to the above said scheme, the Company has allotted 84,80,735 Equity Shares to the beneficiary shareholders of the Transferee company. Consequently, the issued, subscribed and paid up share capital changed from Rs.1,08,38,000 (Rupees One Crore Eight Lakh Thirty-Eight Thousand only) to Rs. 19,31,87,350/- (Rupees Nineteen Crore Thirty-One Lakh Eighty-Seven Thousand Three Hundred Fifty only)

During the year under review, pursuant to the above said scheme, 1,96,55,000 Preference Shares fully paid, belong to Intellectual Securities Private Limited (‘Transferor Company 3), and Padma Estates Private Limited (‘Transferor Company 9) have been cancelled as cross-holding.

As on March 31, 2026, there is no outstanding issued, subscribed and paid up preference share Capital of the Company.

During the year under review, the Company has neither issued shares with Differential Voting Rights nor granted Stock Options nor Sweat Equity shares.

6. DEMATERIALISATION OF SHARES

As on March 31, 2026, 96.31% of the Companys total equity paid up capital representing 1,86,05,824 equity shares are held in dematerialized form. SEBI (LODR) Regulations, 2015 mandates that the transfer, transmission etc, shall be carried out in dematerialized form only. The Company requests the shareholders who hold shares in physical form to get their shares dematerialized.

7. LISTING OF SHARES

The Companys equity shares are listed at the BSE Limited (the stock exchange). The annual listing fee for the financial year 2025-26 has been paid to stock exchange.

The Equity Shares of the Company were listed and admitted to trading on National Stock Exchange of India Limited with effect from April 06, 2026.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL

A. CHANGE IN DIRECTORS:

i. In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company read with the Companies (Appointment and Qualification of Directors) Rules, 2014, the tenure of Mr. Rajeev Kumar Asopa, Director (DIN: 00001277) is liable to retire by rotation at the ensuing Annual General Meeting. He, being eligible, seeks his re- appointment as Director at the 33^rd Annual General Meeting of the Company. Based on performance evaluation, the Nomination and Remuneration Committee (NRC) has also reviewed his candidature for re-appointment as a Director liable to retire by rotation. The Nomination and Remuneration Committee and the Board while considering his appointment have checked the declarations of Mr. Rajeev Kumar Asopa that he is not debarred from holding the office by virtue of any Order of MCA/SEBI or any other authority. He is not related to any other Directors/KMPs of the Company.

Your directors based on the recommendation of Nomination and Remuneration Committee recommends his reappointment as a director liable to retiring by rotation. The Board recommends an Ordinary Resolution for your approval.

ii Ms. Neha Atal Poddar (DIN: 11761602) was appointed as an Additional (Non-Executive and Independent Woman) Director of the Company not liable to retire by rotation, to hold office for a first term commencing with effect from July 27, 2026 up to July 26, 2031 (both days inclusive) and holds office as an Additional Director up to the date of the ensuing AGM of the Company.

The Board at its meeting held on July 27, 2026 basis recommendation of NRC, assessed the balance of skills, knowledge and experience available with the Board as a whole vis-a-vis Ms. Neha Atal Poddar background, qualification, skills set, expertise, disclosures and declarations submitted, and was of the opinion that she is a person of integrity and possesses the relevant skills, expertise, experience (including proficiency) and capabilities identified for being appointed as an Independent Woman Director of the Company. Accordingly, the Board recommended appointment of Ms. Neha Atal Poddar as Non-Executive Independent Woman Director of the Company for a first term of five consecutive years commencing from July 27, 2026 up to July 26, 2031 (both days inclusive), not liable to retire by rotation.

The Nomination and Remuneration Committee and the Board while considering her appointment have checked the declarations of Ms. Neha Atal Poddar that she is not debarred from holding the office by virtue of any Order of MCA/ SEBI or any other authority. She is not related to any other Directors/KMPs of the Company.

Ms. Neha Atal Poddar confirm to the criteria of independence prescribed under the Act and the SEBI (LODR) Regulations, 2015 and is Independent of the management of the Company.

Ms. Neha Atal Poddar is registered in the data bank maintained by the Indian Institute of Corporate Affairs ("IICA") and is exempted from appearing the proficiency test conducted by IICA. Ms. Neha Atal Poddar has consented to and is not disqualified from being appointed as an independent Director in terms of Section 164 of the Companies Act, 2013 read with applicable rules made thereunder. She is not debarred from holding the office of Director by virtue of any order issued by NCA/SEBI or any other such authority. The Board recommends a Special Resolution for your approval.

iii Based on recommendation of the Nomination & Remuneration Committee (NRC), the Board of Directors at its meeting held on August 12, 2026, inter alia, considered and recommended the appointment of Mr. Anand Kumar (DIN: 03194060) as a Non-Executive, Non-Independent Director of the company to the members, liable to retire by rotation at the ensuing 33rd Annual General Meeting of the Company.

The Nomination and Remuneration Committee and the Board while considering his appointment have checked the declarations of Mr. Anand Kumar that he is not debarred from holding the office by virtue of any Order of MCA/SEBI or any other authority. He is not related to any other Directors/KMPs of the Company.

Based on recommendation of the Nomination & Remuneration Committee (NRC), the Board of Directors at its meeting held on August 12, 2026, inter alia, considered background, qualification, skills set, expertise, disclosures and declarations submitted Mr Anand Kumar (DIN: 03194060) and decided to recommend the appointment of Mr. Anand Kumar (DIN: 03194060) as a Non-Executive, Non-Independent Director of the company to the members, liable to retire by rotation in the ensuing 33rd Annual General Meeting of the Company. The Board recommends an Ordinary Resolution for your approval.

A brief resume and other details relating to the Directors seeking appointment / re-appointment, as stipulated under Regulation 36(3) of the SEBI (LODR) Regulations, 2015 and Secretarial Standards are furnished in the notice convening the 33^rd Annual General Meeting and forming a part of the Annual Report.

iv Resignation:

a) Mr. Sahil Agarwal (DIN:06406139) Non-Executive Non-Independent Director (Promoter) resigned his office as Director on April 21, 2025.

b) Dr. Anoop Kumar Mittal (DIN: 05177010) Non-Executive Non-Independent Director who joined the Company on November 14, 2025 resigned his office as Director on January 15, 2026.

The Board places on record its sincere appreciation for the valuable guidance, support and significant contributions made by Mr. Sahil Agarwal and Dr. Anoop Kumar Mittal during their tenure, which have been instrumental in the growth and successful conduct of the business and affairs of the Company.

v. Tenure Completion

Mr. Debashis Nanda (DIN: 00150456) has completed his second consecutive term as Independent Director of the Company and consequently ceased to be a Director of the Company effective on the close of business hours on August 11, 2026.

The Board places on record its sincere appreciation and gratitude to Mr. Debashis Nanda for his valuable guidance, independent advice, commitment and significant contribution in the affairs of the Company during his tenure as an Independent Director.

B. KEY MANAGERIAL PERSONNEL:

During the year under review, the Company has following Key Managerial Personnel as per the definition of Section 2(51) read with Section 203 of the Companies Act, 2013:

Names	Deslgnatlon(s)
Mr. Bipin Agarwal	Managing Director
#Mr. Nitesh Kumar Gupta	Chief Financial Officer
Ms. Ritika Aggarwal	Company Secretary and Compliance Officer
*Mr. Jitendra Kumar	Chief Financial Officer

#Mr. Nitesh Kumar Gupta, appointed as Chief Financial Officer of the company w.e.f. February 10, 2026.

*Mr. Jitendra Kumar, resigned from the post of Chief Financial Officer on January 15, 2026, owing to his pre- occupation.

9. INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, Mr. Debashis Nanda, Mr. Deepak Kumar Lath, Ms. Aradhana Singh are the Independent Directors of the Company for the financial year ended March 31, 2026.

All Independent Directors of the Company have given declarations under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulations 16(1 )(b) of the SEBI (LODR) Regulations, 2015. In terms of Regulation 25(8) of the SEBI (lOdR) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The name of all Independent Directors has been included in the data bank of the Independent Director maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 as well as the Rules made thereunder and are independent of the management.

10. NUMBER OF MEETINGS OF THE BOARD

During the year under review, 11 (Eleven) Board meetings were held and the gap between any two meetings did not exceed 120 days as prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The details of Boards composition and the attendance of each director during the financial year 2025-26 are given in the corporate governance report forming a part of this Annual Report.

11. COMMITTEES OF THE BOARD

The Board has 3 (Three) Committees i.e the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee as on March 31, 2026.

A detailed note on composition of the Committees including their terms of reference has been provided in the Corporate Governance Report forming a part of this Annual Report. The composition and term of reference of all the Committee(s) of the Board are in line with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

12. STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified for the financial year 2025-26 as per the provisions of Section 164 and 167 of the Companies Act, 2013. The Directors of the Company have made necessary disclosures as required under various provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

13. PUBLIC DEPOSITS

During the year under review, your Company did not invite /accept any deposits from public in terms of provisions of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 and no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Pursuant to the Companies (Acceptance of Deposits) Rules, 2014, the Company has filed requisite annual return in e-Form DPT-3 for outstanding receipt of money/loans which are not considered as deposits for financial year ended March 31,2026 with the Registrar of Companies (ROC).

14. INSURANCE

The Companys properties including building, plant and machinery, stocks etc. have been adequately insured against major risks like fire, earthquake, terrorism and burglary etc.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013 and Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 are mentioned in the notes forming part of the Financial Statements.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, the Company entered into the transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014 and provisions of the SEBI (LODR) Regulations, 2015, all of which were entered in the ordinary course of business and at arms length basis. However, no material Related Party Transactions were entered into by the Company which might have any potential conflict with the interests of the Company.

During the year under review, all Related Party Transactions were prior-approved by the Audit Committee. All repetitive Related Party Transactions along with the estimated transaction value and terms thereof were approved by the Audit Committee under "Omnibus Approval" before the commencement of financial year and thereafter reviewed them quarterly. The Board also reviewed and approved the transactions with related parties on the recommendation of the Audit Committee. The Company has a Board approved policy on dealing with Related Party Transactions and the same has been uploaded on the Companys website at:

https://www.nimbusproiectsltd.com/uploads/codes policies/Policy on materiality of Related Party Transactions and on dealing with Related Party Transaction.pdf

The details on Related Party Transactions as per Indian Accounting Standard (IND AS) - 24 are set out in Note No. 43 & 45 to the Standalone and Consolidated Financial Statements forming a part of this Annual Report.

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as "Annexure- I" to this report.

17. RISK MANAGEMENT POLICY

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has identified risks that may threaten its existence. The Company has framed a Risk Management Policy. The main objective of the Risk Management Policy of the Company is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. The policy establishes a structured and disciplined approach to risk management and guide decision making on risk related issues.

The Company identifies all strategic, operational and financial risks that the Company faces, internally and externally by assessing and analyzing the latest trends in risk information available and uses them to plan for risk management activities.

Pursuant to Regulation 21 of the SEBI (LODR) Regulations, 2015, the Company is not required to constitute a Risk Management Committee.

18. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a "Vigil Mechanism" for its employees and directors, enabling them to report any concerns of unethical behavior, suspected fraud or violation of the Companys code of conduct. To this effect, the Board has adopted a "Whistle Blower Policy" which is overseen by the Audit Committee. The policy provides safeguards against victimization of the whistle blower. Employees and other stakeholders have direct access to the Chairman of the Audit Committee for lodging concern if any, for necessary action. The details of such policy are available on the website of the Company at.

https://www.nimbusproiectsltd.com/uploads/codes policies/VIGIL MECHANISM WHISTLE BLOWER POLICY 21 01 2026.pdf

During the year under review, there were no complaints received under the mechanism.

19. HOLDING & SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES • Subsidiaries

During the financial year under review, the Company has two Subsidiary companies:

a) N.N. Financial Services Private Limited - Material Subsidiary

b) Pelican Realty Ventures Private Limited - Subsidiary

• Associates

During the financial year under review, the Company has four Associate companies:

a) Capital Infraprojects Private Limited

b) Brothers Trading Private Limited

c) Nimbus (India) Limited

d) World Resorts Limited

20. STATEMENT CONTAINING SALIENT FEATURES OF SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

During the financial year under review, the following companies are the subsidiaries of the Company:

i) N.N. Financial Services Private Limited (‘NNF) is a material subsidiary of the Company wherein the Company holds 66.16% of Equity shares. NNF is a Delhi based company engaged in financial activities.

ii) Pelican Realty Ventures Private Limited (‘PRVPL) is a subsidiary of the Company wherein the Company holds 99.80% of Equity shares. PRVPL is a Chennai based company engaged in real estate activities.

The individual performance of the subsidiaries are as follows:

A. Subsidiaries:

Particulars	N.N. Financial Services Private Limited as at March 31,2026 (Rs. In Lakh)	Pelican Realty Ventures Private Limited as at March 31, 2026 (Rs. In Lakh)
Total Revenue	10.19	703.59
Less : Expenses	7025.87	337.91
Profit/(loss) before Interest, Depreciation & Tax (EBITDA)	(7015.68)	365.68
Finance Charges	(1405.31)	(51.34)
Depreciation	-	(0.33)
Provision for Income Tax (including for earlier years)	-	(108.88)
Exceptional Items	-	-
Net Profit/(Loss) After Tax	(8420.99)	205.13

B. Joint Venture Partnership Firms, wherein the company has controlling partnership stake: The following are performance of the partnership firms:

Particulars	IITL-Nimbus, The Express Park View (EPV) (Rs. in Lakh)	IITL-Nimbus, The Palm Village (PV) (Rs. in Lakh)
Total Revenue	22670.35	372.95
Less : Expenses	19249.97	2481.99
Profit/(loss) before Interest, Depreciation & Tax (EBITDA)	3420.38	(2109.04)
Finance Charges	(802.33)	(86.13)
Depreciation	(57.07)	(62.34)
Provision for Income Tax (including for earlier years)	(51.75)	-
Exceptional Items	1428.92	-
Net Profit/(Loss) After Tax	3938.15	(2257.51)

C. Associate Companies:

During the financial year under review, the following companies shall continue to be Associate Companies of the Company:

i) Capital Infraprojects Private Limited (‘CIPL) is an associate company of the Company wherein the Company holds 50% equity shares in CIPL. CIPL is a Delhi based company engaged in real estate activities.

ii) Brothers Trading Private Limited (‘BTPL) is an associate company of the Company wherein the Company holds 49.96% Equity shares in BTPL. BTPL is a Kolkata (West Bengal) based RBI registered Non-Banking Financial Company (NBFC) engaged in loans and investments activities.

iii) Nimbus (India) Limited (NIL) is an associate company of the Company wherein the Company holds 42.69% equity shares in NIL. NIL is a Delhi based RBI registered Non-Banking Financial Company (NBFC) engaged in loans and investments activities.

iv) World Resorts Limited (WRL) is an associate company of the Company wherein the Company holds 25.32% (directly and indirectly) equity shares in WRL. WRL is a Delhi based company engaged in hospitality sector.

The individual performance of the associate companies are as follows:

Particulars	Capital Infraprojects Private Limited as at March 31,2026 (Rs. In Lakh)	Brothers Trading Private Limited as at March 31, 2026 (Rs. In Lakh)	Nimbus (India) Limited as at March 31,2026 (Rs. In Lakh)	World Resorts Limited as at March 31,2026 (Rs. In Lakh)
Total Revenue	618.39	187.07	768.45	287.73
Less : Expenses	188.96	14.49	6193.23	73.85
Profit/(loss) before Interest, Depreciation & Tax (EBITDA)	429.43	172.58	(5424.78)	213.88
Finance Charges	(12.61)	-	209.60	-
Depreciation	-	-	70.42	(0.01)
Provision for Income Tax (including for earlier years)	(2.94)	(6.38)	66.74	(76.92)
Exceptional Items	-	-	-	-
Net Profit/(Loss) After Tax	413.88	166.20	(5771.54)	136.95

The consolidated losses of the Company have increased upon consolidation of financial statements of subsidiary companies, partnership firms and associate companies as compared to standalone losses of the Company.

A statement containing salient features of the financial statements of associate companies, pursuant to section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, in the prescribed form AOC-1 is attached herewith and forming a part of this Annual Report as "Annexure-II"

The policy for determining material subsidiaries of the Company is available on the Companys website at: https:// www.nimbusprojectsltd.com/uploads/codes policies/REVISED POLICY ON MATERIAL SUBSIDIARY 18 02 2025.pdf

21. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes affecting the financial position of the Company, subsequent to the close of the Financial year 2026 till the date of this Report.

22. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

Honble National Company Law Tribunal, New Delhi Bench ("NCLT Delhi") and Honble National Company Law Tribunal, Kolkata Bench ("NCLT Kolkata") dated January 23, 2025 read with February 25, 2025 and April 07, 2025 respectively, had passed the orders sanctioning the Scheme of Arrangement for Amalgamation of Gupta Fincaps Private Limited ("T ransferor Company 1"), Urvashi Finvest Private Limited ("Transferor Company 2"), Intellectual Securities Private Limited ("Transferor Company 3"), Happy Graphics and Exhibition Private Limited ("Transferor Company 4"), Link Vanijya Private Limited ("Transferor Company 5"), Dynamo Infracon Private Limited ("Transferor Company 6"), Pushpak Trading & Consultancy Private Limited ("T ransferor Company 7"), Mokha Vyapaar Private Limited ("T ransferor Company 8"), Padma Estates Private Limited ("Transferor Company 9"), with Nimbus Projects Limited ("Transferee Company"/ "the Company") ("Scheme") under the provisions of Section 230 - 232 of the Companies Act, 2013 and the Rules made thereunder.

23. HUMAN RESOURCES

Employees are vital and most valuable assets of the Company and we have created a favorable work environment in our organization. During the year under review, there were 24 (Twenty-Four) employees on the Companys payroll and industrial relations during the year under review remained cordial.

Our people remain the cornerstone of our organizational strength and a key driver of sustained business performance. Guided by a people philosophy anchored in trust, inclusion, capability building, and shared growth, we continue to invest in

creating a workplace where individuals can thrive, contribute meaningfully, and grow with the organization. We are committed to fostering an inclusive and diverse culture that values different perspectives, and strengthens collaboration and innovation across the organization.

Building a future-ready workforce remains a strategic priority. Through continuous learning, leadership development, and multi-dimensional growth opportunities, we are enhancing capabilities for today while preparing talent for emerging business needs. Our focus on strengthening the talent pipeline—through internal mobility, succession planning, early career programs, multi-workforce models and skills based development—supports long-term organizational resilience and agility.

24. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Your Company is engaged in real estate activity which is not a power intensive sector. In view of the nature of activities, the particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

25. FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, there was no foreign exchange inflow and outflow during the year under review.

26. REMUNERATION DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

The Company has constituted a Nomination and Remuneration Committee in accordance with the requirements of Section 178 of the Companies Act, 2013 read with the Rules made thereunder and Regulation 19 of the SEBI (LODR) Regulations, 2015. The details relating to the Committee are given in the Corporate Governance section forming a part of the Board Report.

The details of the remuneration of directors, key managerial personnel and employees in terms of Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 are provided in Annexure- III" to this report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee of the Company employed throughout the year that was in receipt of remuneration of rupees one crore two lakh or more. Further, during the year under review, there was no employee of the Company employed for a part of year who was in receipt of remuneration of rupees eight lakh and fifty thousand or more per month. Further, there were no employee(s) in the Company who was in excess of the remuneration drawn by the Managing Director during the financial year 2025-26 and held by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the Company.

The Company has not granted any loan to its employees for purchase of its own shares pursuant to Section 67 of the Companies Act, 2013.

Furthermore, a list of top ten employees in terms of remuneration drawn during the financial year 2025-26 is annexed with the report as "Annexure- IV".

27. AUDITORS AND AUDITORS REPORT

i. STATUTORY AUDITORS

At the 28^th Annual General Meeting held on 30^th September 2021, M/s. Oswal Sunil & Co., Chartered Accountants (FRN: 016520N) were re-appointed as Statutory Auditors of the Company to hold office from conclusion of the 28^th Annual General Meeting till the conclusion of the 33^rd Annual General Meeting of the Company to be held in 2026.

Accordingly, their second term as Statutory Auditors concludes at the 33^rd AGM. The Board places on record its appreciation for the valuable services rendered by M/s. Oswal Sunil & Co. during their tenure.

Pursuant to the provisions of Sections 139 and 142 of the Companies Act, 2013, and based on the recommendation of the Audit Committee, the Board, at its meeting held on May 27, 2026, has approved the appointment of M/s Doogar & Associates, Chartered Accountants (ICAI Firm Registration No. 000561N), as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of this 33^rd Annual General Meeting until the conclusion of the 38^th Annual General Meeting of the Company subject to approval of shareholders.

The new auditors have confirmed that they are eligible for appointment and are not disqualified from being appointed as Statutory Auditors under the provisions of the Companies Act, 2013.

The Board recommends an Ordinary Resolution for their appointment to the Shareholders of the Company at the ensuing AGM.

ii. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (LoDr) Regulations, 2015 and based on recommendation of Audit Committee and Board, the shareholders of the Company at the 32^nd Annual General Meeting held on September 23, 2025 has appointed Mr. Kapil Dev Vashisth, (Membership No. F 5898, Certificate of Practice No. 5458), a peer reviewed Company Secretary in Practice, as the Secretarial Auditors of the Company for a period of five years, i.e. from April 1,2025 to March 31,2030. Mr. Kapil Dev Vashisth have confirmed his eligibility and independence as Secretarial Auditors of the Company and have also confirmed that he is not disqualified to continue such appointment under applicable laws and Auditing Standards issued by the Institute of Company Secretaries of India.

iii. INTERNAL AUDITORS

Pursuant to the provision of Section 138 of the Companies Act, 2013, your directors had re-appointed M/s. Goyal Tarun & Associates, Chartered Accountants (FRN: 026112N) as Internal Auditors for financial year 2025-26.

During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the management and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

Upon completion of their tenure, of M/s. Goyal Tarun & Associates, the Board, based on the recommendation of the Audit Committee, has appointed M/s S N R S & Associates, Chartered Accountants (ICAI Firm Registration No. 015975N), as the Internal Auditors of the company to carry out the Internal Audit of the Company, for the Financial Year 2026-27.

iv. COST AUDITORS

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Rules made there under, the provisions of maintenance of cost records and the provisions of cost audit are not applicable to your Company.

v. AUDITORS REPORT

A. The Auditors Reports on Standalone Financial Statement: The standalone Auditors Reports on standalone financial statement for the financial year 2025-26 does not contain any qualification, reservation or adverse remark. Further, the report read together with the notes on accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. The Auditors Report is enclosed with the financial statements in this Annual Report.

B. Boards Comment on the Consolidated Auditors Report on Consolidated Financial Statement: The Board has examined the consolidated audit report on the Consolidated Financial Statement of the Company for the financial year ended March 31, 2026 and noted the observations w.r.t Capital Infraprojects Private Limited and Brothers Trading Private Limited, the Associate Companies.

a. Capital Infraprojects Private Limited:

The Board of Directors of the Company noted the reply provided by Capital Infraprojects Private Limited, an Associate Company to the auditors qualifications in the financial statement as on March 31, 2026 and the Board forwards the follows replies based on the reply received from Capital Infraprojects Private Limited:

i) Auditors Comments:

a. We refer Note 29 of the Ind AS Financial Statements regarding "the material uncertainty relating to Going Concern"-As at March 31, 2026, the current liabilities of the Company exceeded its current assets by Rs.12.09 crores (31.03.2025: Rs.49.34 crore). Apart from this, commitments falling due in January 2028 are towards redemption of preference shares for Rs. 41.46 crore, etc. These conditions along with Companys inability to raise funds, with normal business operations being substantially curtailed, indicate the existence of a material uncertainty and significant doubt about the Companys ability to continue as a going concern. However, the management has prepared the Financial Statement as Going Concern.

Our conclusion is Qualified in respect of this matter for the year ended 31st March 2026 and our audit report for the previous year ended 31st March 2025 was also qualified in respect of this matter.

Boards Reply:

The Company has extended the period of redemption of preference shares for a further period of three years by seeking consents of preference shareholders as well as equity shareholders. Therefore, the redemption liabilities have been put off till January, 2028.

The management is exploring opportunities for new venture and is engaged in discussions with various parties to explore join development opportunities for the real estate projects. In addition to exploring joint development opportunities, the management team is actively pursuing potential ventures for the development of new real estate projects. The management assures that the Company is a going concern and is actively engaged in commencing new real estate ventures.

ii) Auditors Comments:

b. We draw attention to Note 8(c) and Note 10 of the Ind AS Financial Statements. As on 31 March, 2026, the Company has significant Current Liabilities towards unsecured lenders etc. In our view. the current assets are insufficient to liquidate the current liabilities. These conditions indicate the existence of uncertainty that may cast significant doubt on the Companys ability to realize its assets adequate enough to discharge its liabilities in the normal course of business. The ultimate outcome of these matters is at present not ascertainable. Accordingly, we are unable to comment on the consequential impact, if any, on the accompanying Ind AS financial statements.

Our conclusion is Qualified in respect of this matter for the year ended 31st March 2026 and our audit report for the previous year ended 31st March 2025 was also qualified in respect of this matter.

Boards Reply:

The Company is exploring the new business ventures and is expected to generate enough profit to pay off its current liabilities.

b. Brothers Trading Private Limited:

The Board of Directors of the Company noted the reply provided by Brothers Private Limited, an Associate Company to the auditors qualifications in the financial statement as on March 31,2026 and the Board forwards the follows replies based on the reply received from Brothers Trading Private Limited

i) Auditors Comments:

Attention is invited to note no. 4, 13 and 23.11 that states Rs 3,66,38,430/- has been adjusted with the value of the asset, as the management represents that the same is no longer due, as mutually agreed upon between the parties. This treatment has let diminution in the value of asset to the tune of Rs 3,66,38,430/-. The market price of the said securities as represented in Note 4 is Rs 1,66,526.51 (Thousands). Whereas the asset held through FATPL is Rs 49,99.920/-. In our opinion it is not in consonance with the treatment specified in INDAS. Thus this has consequentially an impact on Profit and Loss and Balance sheet of the firm.

Boards Reply:

During the year under consideration, the Company entered into a Settlement Deed dated July 30, 2025 in respect of outstanding payables amounting to Rs. 3,66,38,430 relating to the acquisition of 11,56,376 equity shares of M/s. Pushpak Trading & Consultancy Private Limited and 5,49,500 equity shares of M/s. Mokha Vyapaar Private Limited. Pursuant to the terms of the Settlement Deed, the parties agreed to settle the outstanding amount for a total consideration of Rs. 49,99,960, which has been duly paid by the Company. The sellers have waived the balance outstanding amount in accordance with the terms of the Settlement Deed. Accordingly, the effect of the settlement has been recognised in the Annual Accounts by reducing the cost of the respective investments by the amount of the balance payable waived pursuant to the Settlement Deed.

ii) Auditors Comments:

Attention is invited to Note 23.17 - The company. has adopted IND AS during the previous year as it is an Associate of Nimbus Projects Ltd. Based on the Merger Order as referred to in Note No 23.10 of the attached Notes. Since Investment in Quoted Shares have been taken at market price and the difference between the Amortized Cost and Market Value has been charged to the reserve referred as "Other Comprehensive Income".

Boards Reply:

The Company adopted Indian Accounting Standards (Ind AS) in the previous financial year. Accordingly, upon transition to Ind AS, the difference between the fair value and the amortised cost of the relevant financial instruments was recognized in Other Comprehensive Income (OCI), with a corresponding credit to the relevant reserve, in accordance with the applicable provisions of Ind AS.

Further, the Consolidated Auditors Report read with Consolidated Financial Statement for the F.Y 2025-26 read together with the notes on accounts are self-explanatory and therefore, in the opinion of the Board Directors, do not call for any further explanation.

C. The Secretarial Auditors Report (Form MR-3) for the financial year 2025-26 is enclosed as "Annexure-V" to the Boards Report. The Secretarial Audit Report for the financial year 2025-26 has following the observation:

Auditors Comments:

Pursuant to a scheme of amalgamation, the Company (Transferor Company) has allotted 67,907 Equity to a NonResident Indian on 16.05.2025 as one of the beneficiary shareholders of the transferor companies. The Company was required to file form FC-GPR with RBI.

Boards Reply:

Despite multiple visits to the AD Bank and several rounds of follow-up discussions, the bank has expressed its inability to issue or provide the FIRC and KYC documents in respect of the aforesaid transaction. Consequently, the filing of the FC-GPR return remains pending due to non-availability of these mandatory documents. These shares are lying in Unclaimed Suspense Account.

However, there are no other qualification, reservation or adverse remarks in Secretarial Auditors Report. Hence, no further explanations are required.

D. As per Regulation 24(A) of SEBI (LODR) Regulations, 2015, a listed company is required to annex the secretarial audit report of its material unlisted subsidiary in India to its Annual Report. N.N. Financial Services Private Limited has been identified as Unlisted Material Subsidiary of the Company in for financial year 2025-26 and accordingly the Company is annexing the Secretarial Audit Report (Form MR-3) of N.N. Financial Services Private Limited as "Annexure-VI".

E. As required by the SEBI (LODR) Regulations, 2015 a certificate on compliance conditions on Corporate Governance is enclosed as "Annexure-VII" and Certificate issued on qualification/ disqualification of Directors is enclosed as "Annexure- VIII". The certificates for financial year 2025-26 do not contain any qualification, reservation or adverse remark.

F. Pursuant to Regulation 24A of SEBI (LODR) Regulations, 2015 a Secretarial Compliance Report issued by Mr. Kapil Dev Vashisth, Practicing Company Secretary, was filed by the Company to the stock exchanges within prescribed time for the financial year 2025-26. A copy of the certificate is enclosed as "Annexure-IX" to the Boards report. The observations made by the PCS were duly replied therein.

28. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported any instance of fraud committed against the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.

29. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 and Rules framed thereunder for Corporate Social Responsibility (CSR) are not applicable to your Company.

30. SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards (SS- 1 and SS-2) relating to ‘Meetings of the Board of Directors and ‘General Meetings issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs in terms of the provisions of Section 118 of the Companies Act, 2013.

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 and notified by Ministry of Corporate Affairs and that such systems are adequate and operating effectively.

31. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the financial year ending March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies as mentioned in Note No. 2 of the annual financial statements 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 losses of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) annual financial statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

32. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the provision of Regulation 34(2)(e) read with Schedule V of SEBI (LODR) Regulations, 2015, a Management Discussion & Analysis Report, for the financial year under review, is presented in a separate section forming a part of the Annual Report. This report is annexed herewith as "Annexure -X".

33. COMPLETION OF SCHEME OF AMALGAMATION

Honble National Company Law Tribunal, New Delhi Bench ("NCLT Delhi") and Honble National Company Law Tribunal, Kolkata Bench ("NCLT Kolkata") dated January 23, 2025 read with February 25, 2025 and April 07, 2025 respectively, had passed the orders sanctioning the Scheme of Arrangement for Amalgamation of Gupta Fincaps Private Limited ("T ransferor Company 1"), Urvashi Finvest Private Limited ("Transferor Company 2"), Intellectual Securities Private Limited ("Transferor Company 3"), Happy Graphics and Exhibition Private Limited ("Transferor Company 4"), Link Vanijya Private Limited ("Transferor Company 5"), Dynamo Infracon Private Limited ("Transferor Company 6"), Pushpak Trading & Consultancy Private Limited ("T ransferor Company 7"), Mokha Vyapaar Private Limited ("T ransferor Company 8"), Padma Estates Private Limited ("Transferor Company 9"), with Nimbus Projects Limited ("Transferee Company"/ "the Company") ("Scheme") under the provisions of Section 230 - 232 of the Companies Act, 2013 and the Rules made thereunder.

The scheme became effective upon filing of e- forms INC-28 by all transferee companies on May 06, 2025 and by the transferee company (Nimbus Projects Limited) on May 14, 2025. The Company has allotted 84,80,735 Equity Shares to the beneficiary shareholders of the Transferee companies on May 16, 2025. The Listing and trading of these shares were done during the year under review.

34. CORPORATE GOVERNANCE

A separate section on Corporate Governance practices followed by your Company, as stipulated under Regulation 34(3) read with Schedule V(C) of the SEBI (LODR) Regulations, 2015, is annexed as "Annexure - XI" to this report.

A certificate issued by Mr. Kapil Dev Vashisth, Practicing Company Secretary regarding compliance of conditions of corporate governance as stipulated under Schedule V(E) of the SEBI (LODR) Regulations, 2015 is annexed with this report.

35. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

The Company adopts a zero-tolerance approach towards sexual harassment at workplace. In compliance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act), the Company has adopted a detailed policy and constituted an Internal Complaint Committee (ICC) for providing redressal mechanism pertaining to any reported event of sexual harassment of employees at workplace. The Companys policy on prevention of sexual harassment (‘POSH Policy) is available on its website at

https://www.nimbusprojeclsltd.com/uploads/codes policies/Policy on prevention of Sexual Harassment POSH of women at workplace 25 02 2026.pdf

Your directors state that during the year under review, there were no complaints or cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The details are as follows:

(a) number of complaints of sexual harassment received in the year - Nil

(b) number of complaints disposed of during the year - Nil

(c) number of cases pending for more than ninety days - Nil

36. MATERNITY BENEFITS

During the year under review, the Company has complied with the provisions of the Maternity Benefit Act, 1961 read with the relevant provisions of the Code on Social Security, 2020, to the extent notified.

37. ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year 2025-26 is uploaded on the website of the Company and the same is available on:

https://www.nimbusproiectsltd.com/annual-return

38. BOARD POLICIES/CODES

Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the details of the policies/codes approved and adopted by the Board are uploaded on Companys website:

https://www.nimbusproiectsltd.com/codes-policies

39. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Section 178 of the Companies Act, 2013 read with Companies (Meeting of the Board and its powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, your Company has adopted familiarization programs for Independent Directors and other Directors to familiarize them with the Company, their role, rights, responsibilities, nature of the industry in which the Company operates, business model, management structure, industry overview, internal control system and processes, risk management framework etc.

Your Company aims to provide its Independent Directors, insight into the Companys business model enabling them to contribute effectively. The details of familiarization programs may be accessed on the website of the Company, at:

https://www.nimbusproiectsltd.com/familiarization-programmes

40. EVALUATION OF BOARD, COMMITTEES, DIRECTORS AND KMP(s)

Pursuant to Sections 134(3)(p), 178(2) of the Companies Act, 2013 read with Part-VIII of Schedule IV of the Companies Act, 2013 the Nomination & Remuneration Committee (NRC) shall specify the manner for effective evaluation of performance of the Board, its committees, individual directors and key managerial personnel (KMP). The evaluation can be carried out by the Board or by the NRC or by independent agency. The NRC shall review its compliance. Further, Schedule IV of the Companies Act, 2013 and Regulation 17(10) of SEBI (LODR) Regulations, 2015 state that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

SEBI (LODR) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. SEBI vide Circulars has issued a Guidance Note on Board Evaluation for Listed Companies.

The performance evaluation of the Board as a whole, its committees, all Directors and Key Managerial Personnel (KMPs) for the financial year 2025-26, was conducted based on the criteria and framework adopted by the Nomination & Remuneration Committee. The evaluation process has been further explained in the Corporate Governance report.

The Board approved and took note of the evaluation results as collated by the Nomination & Remuneration Committee.

In a separate meeting of Independent Directors, performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the performance of Chairman of the Board, taking into account the views of Executive and Non-Executive Directors in the aforesaid Meeting. The Board also 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 above evaluations were then discussed in the Board Meeting and performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

41. INTERNAL FINANCIAL CONTROL (IFC) AND ITS ADEQUACY

The Company has put in place, an internal financial control system, within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013 to ensure the orderly and efficient conduct of its business including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors and proper recording of financial & operational information, compliance of various internal control and other regulatory/statutory compliances.

All Internal Audit findings and control systems are periodically reviewed by the Audit Committee, which provides strategic guidance on internal control.

For the financial year ended March 31,2026, your directors are of the opinion that the Company has adequate IFC commensurate with the nature and size of its business operations and it is operating effectively and no material weakness exists.

42. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND SETTLEMENT OF LOAN, IF ANY

There were no applications made or any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

Further, there was no instance of valuation of amount for settlement of loan(s) from Banks and Financial Institutions.

43. ADDITIONAL INFORMATION TO SHAREHOLDERS

All important and pertinent investors information such as financial results, policies/codes, disclosures and project updates are made available on the Companys website (www.nimbusproiectsltd.com) on a regular basis.

44. ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its profound appreciation for the trust, confidence, and unwavering support extended by the Companys shareholders, customers, bankers, financial institutions, business associates, regulatory authorities, and various Government bodies throughout the year.

The Directors acknowledge the invaluable contribution of all stakeholders whose continued engagement and support have enabled the Company to navigate challenges, pursue opportunities, and strengthen its foundation for sustainable growth. Their confidence in the Companys vision and governance framework remains a source of strength and encouragement.

The Board also extends its heartfelt appreciation to the employees across all functions and levels of the organization. Their dedication, integrity, professionalism, and commitment to excellence have been instrumental in achieving the Companys objectives and maintaining high standards of operational and financial performance.

As the Company moves forward, your Directors remain committed to creating enduring value for all stakeholders through responsible governance, prudent management, innovation, and sustainable business practices. The Board looks forward to the continued partnership, trust, and support of all stakeholders in the years ahead.

	For and on behalf of Board of Directors
	Nimbus Projects Limited
Date: August 12, 2026	Bipin Agarwal
Place: New Delhi	Chairman & Managing Director
	DIN: 00001276