Rich Universe Network Ltd Directors Report

TO THE MEMBERS OF RICH UNIVERSE NETWORK LIMITED

Dear Shareholders,

Your directors have the pleasure of presenting the 36th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2026.

• FINANCIAL RESULTS

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

Amount in (Rs.)

Particulars	31.03.2026	31.03.2025
Total Revenue	74,92,655	2,51,256
Total Expenses	24,76,464	31,83,334
Profit/(Loss) before Depreciation and Tax (PBT)	50,16,191	(29,32,078)
Less: Depreciation	0.00	0.00
Profit/(Loss) before Tax	50,16,191	(2,932,078)
Less: Provision for taxation	18,082	0.00
Profit/(Loss) after Tax (PAT)	49,98,109	(2,932,078)
EPS (Basic)	0.69	(0.04)
Diluted	0.69	(0.04)

• STATE OF THE COMPANYS AFFAIRS AND NATURE OF BUSINESS

During the year under review, there has been no change in the nature of the business of the Company, and it continues to be engaged in the business of financial services.

• DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from the public or its shareholders within the meaning of Section 73 and Section 76 of the Companies Act, 2013, read together with the Companies (Acceptance of Deposits) Rules, 2014. Consequently, there was no principal or interest amount outstanding as on the date of the Balance Sheet on account of deposits from the public.

• DIVIDEND

During the year under review, with a view to conserving the resources of the Company for future expansion and growth, the Board of Directors has not recommended any dividend for the financial year 2025-26.

• PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to the provisions of Section 186 of the Companies Act, 2013, the particulars of loans, guarantees, or investments made by the Company, if any, during the year under review have been disclosed in the financial statements forming part of this Annual Report.

• DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143, IF ANY

During the year under review, the Auditors have not reported any instance of fraud committed against the Company by its officers or employees to the Audit Committee/Board under Section 143(12) of the Companies Act, 2013.

• MAINTENANCE OF COST RECORDS BY THE COMPANY

The provisions relating to the maintenance of cost records, as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, are not applicable to the Company.

• TRANSFER TO RESERVES

During the year under review, the profit earned by the Company for the financial year has been transferred to the Reserves & Surplus Account.

• MATERIAL CHANGES AND COMMITMENTS

During the year under review, the following material changes affecting the financial position of the Company were approved by the Members through Postal Ballot and e-voting:

Increase in the Authorised Share Capital of the Company from Rs. 40,00,00,000/- (Rupees Forty Crore Only) divided into 4,00,00,000 (Four Crore) Equity Shares of Rs. 10/- (Rupees Ten) each, to Rs. 60,00,00,000/- (Rupees Sixty Crore Only) divided into 6,00,00,000 (Six Crore) Equity Shares of Rs. 10/- (Rupees Ten) each, along with the consequent amendment to the Memorandum of Association.

Addition of new business activities to the objects clause of the Memorandum of Association and adoption of a new set of Memorandum of Association.

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

** The aforesaid measures were duly approved by the Members through Postal Ballot, the result of which was declared on 25.07.2025. However, the same could not be implemented, and the corresponding statutory forms could not be filed with the Registrar of Companies/Ministry of Corporate Affairs, as the proposed investor(s) were unable to infuse the requisite funds towards the applicable Government/ROC fees. Consequently, the aforesaid resolutions have lapsed for want of execution within the timelines prescribed under the Companies Act, 2013. The Company proposes the matter to the members through notice of AGM as item no. 3 for taking on record the non-implementation of the said resolution. Any decision to undertake such measures afresh, if considered necessary, shall be placed before the Members separately in accordance with the applicable provisions of law.

• INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has in place an adequate Internal Control System commensurate with the size, scale, and nature of its business operations. The scope and authority of the Internal Auditors are governed by the applicable provisions of the Companies Act, 2013, and the rules framed thereunder. In order to preserve the independence and objectivity of the internal audit function, the Internal Auditor reports directly to the Chairman of the Audit Committee as well as to the Chairman and Managing Director.

The Internal Auditor is responsible for evaluating the adequacy and effectiveness of the Companys internal control mechanisms and assessing compliance with established accounting policies, procedures, and operating systems. Based on the findings and recommendations of the internal audit, respective process owners initiate corrective measures within their functional areas, thereby continuously strengthening the internal control framework. Key observations arising from the audit, along with the corrective actions undertaken, are periodically placed before the Audit Committee of the Board for review.

• BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

> DIRECTORS

During the year under review, the following changes took place in the Directorship of the Company:

• Mr. Rajeev Agarwal (DIN: 00122877) retires by rotation at the ensuing Annual General Meeting of the Company to be held on September 21, 2026, and being eligible, offers himself for re-appointment. The Board recommends his re-appointment at the said Annual General Meeting.

• Mr. Shashwat Agarwal (DIN: 00122799) retired by rotation at the Annual General Meeting held on September 16, 2025, and being eligible, offered himself for re- appointment. The Members re-appointed him as a Director of the Company at the said AGM.

• Mr. Yugank Gadi (DIN: 10734950) was appointed as a Non-Executive Independent Director of the Company with effect from September 19, 2024. He was subsequently appointed as Chairman of the Company with effect from August 5, 2025.

• Mrs. Sushila Aggarwal (DIN: 10918000) was appointed as an Additional Director of the Company with effect from January 28, 2025. Her appointment as a Non-Executive Independent Director for a term of 5 (five) years, i.e., from January 28, 2025, to January 28, 2030, was regularised by the Members at the Annual General Meeting held on September 16, 2025.

• Mr. Rupesh Kumar Mittal (DIN: 01036455) was appointed as an Additional Director of the Company with effect from June 19, 2025. His appointment as a Non-Executive Non- Independent Director was regularised by the Members at the Annual General Meeting held on September 16, 2025. He subsequently resigned from the office of Director of the Company with effect from February 25, 2026.

• Ms. Kavita Awasthi (DIN: 03106803) ceased to hold office as an Independent Director of the Company with effect from April 3, 2025, upon completion of her second term of five consecutive years, in accordance with the provisions of the Companies Act, 2013.

• Mr. Mitesh Milanbhai Solanki (DIN: 09829435) was appointed as an Additional Director of the Company with effect from June 19, 2025. His appointment as a Non- Executive Non-Independent Director was regularised by the Members at the Annual General Meeting held on September 16, 2025. He subsequently resigned from the office of Director of the Company with effect from February 25, 2026.

> DECLARATION BY THE INDEPENDENT DIRECTORS OF THE COMPANY

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

In compliance with Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the particulars of Directors proposed for appointment/re-appointment have been provided in the Notice convening the Annual General Meeting.

> KEY MANAGERIAL PERSONNEL

There has been no change in the Key Managerial Personnel of the Company during the financial year under review.

> BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, read with the rules made thereunder, and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors carried out an annual evaluation of its own performance, the performance of its committees, and that of individual Directors.

a. Evaluation of the Board

The performance of the Board as a whole was evaluated by the Board itself, based on inputs received from all Directors, against parameters such as Board composition and structure, the effectiveness of Board processes, and the quality and flow of information supporting Board functioning.

b. Evaluation of Committees

The performance of the Committees was evaluated by the Board, based on inputs from Committee members, against parameters such as Committee composition and the effectiveness of Committee meetings.

c. Evaluation of Individual Directors and the Chairman

The performance of individual Directors was reviewed by the Board and the Nomination and Remuneration Committee ("NRC"), based on criteria including their contribution to Board and Committee discussions, preparedness on matters under consideration, and the quality and constructiveness of their inputs. The performance of the Chairman was also evaluated on key aspects of his role.

d. Evaluation by Independent Directors

At a separate meeting of the Independent Directors, the performance of the Non- Independent Directors, the Board as a whole, and the Chairman was evaluated, taking into account the perspectives of both Executive and Non-Executive Directors. The outcomes of this evaluation were subsequently discussed at the Board Meeting that followed, along with a review of the performance of the Board, its committees, and individual Directors.

• DIRECTORS RESPONSIBILITY STATEMENT

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

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

b. that directors have selected such accounting policies and applied consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

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

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

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

• AUDITORS & AUDITORS REPORT

o Statutory Auditor

M/s Srivastava S & Co., Chartered Accountants (ICAI Firm Registration No. 015187C), were appointed as the Statutory Auditors of the Company for a term of 5 (five) consecutive years, commencing from the conclusion of the Annual General Meeting held for the financial year 2022-23 until the conclusion of the Annual General Meeting to be held for the financial year 2026-27.

The Auditors Report for the financial year under review does not contain any qualification, reservation, adverse remark, or disclaimer. The notes to the financial statements referred to in the Auditors Report are self-explanatory and, therefore, do not require any further comments under Section 134 of the Companies Act, 2013.

o Secretarial Auditors Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable provisions, if any, the Members at the Annual General Meeting held for the Financial Year 2024-25, based on the recommendation of the Board of Directors and the Audit Committee, approved the appointment of M/s V. Agnihotri & Associates, a Peer- reviewed Practicing Company Secretaries Firm, as the Secretarial Auditor of the Company for a period of five financial years, commencing from FY 2025-26 to FY 2029-30, to conduct the Secretarial Audit of the Company and submit reports as prescribed under the applicable laws.

The Secretarial Audit Report for the financial year under review is annexed to this Report as Annexure-A.

The Secretarial Auditor has made the following observations in the Secretarial Audit Report, and the Boards explanations thereto, pursuant to Section 134(3)(f) of the Companies Act, 2013, are set out below: -

1. Non-compliance with Section 170(2) of the Companies Act, 2013

The Secretarial Auditor has observed that in respect of the appointment of Mr. Rupesh Kumar Mittal (DIN: 01036455) as Additional Director (Non-Executive, Non-Independent) with effect from June 19, 2025, subsequently regularised at the Annual General Meeting held on

September 16, 2025, and his resignation with effect from February 25, 2026, the Company has not complied with Section 170(2) of the Companies Act, 2013, regarding filing of the return of appointment/cessation of director with the Registrar of Companies.

Boards Explanation: The Board has taken note of the observation of the Secretarial Auditor. Further, inform that the Company was unable to complete the requisite filing of Form DIR-12 in respect of the said appointment and cessation, as due to a technical issue with the Digital Signature and in association with the MCA portal, and consequently Form DIR-12 for the appointment could not be uploaded, neither for cessation, However it was duly updated on the portal of the BSE ltd, NSDL, SDD Software, and website of the Company. The Board has taken the matter on record and shall pursue the necessary compliance to the extent that information is made available.

2. Non-compliances relating to Postal Ballot for Alteration of Capital Clause, Object Clause, and Adoption of new MOA/AOA

The Secretarial Auditor has observed that in connection with the remote e-voting conducted through postal ballot for approval of (i) increase in the Authorised Share Capital, (ii) alteration of the Object Clause of the Memorandum of Association and adoption of a new set of Memorandum of Association, and (iii) adoption of a new set of Articles of Association, the following non-compliances occurred:

a) Non-compliance with Section 64(1) read with Rule 15 of the Companies (Share Capital and Debenture) Rules, 2014, regarding non-filing of the notice of alteration/increase in Authorised Share Capital along with the altered Memorandum of Association with the Registrar of Companies within thirty days of such alteration.

b) Non-compliance with Section 117(3)(a) regarding non-filing of the Special Resolution(s) pertaining to alteration of the Object Clause and adoption of new Memorandum and Articles of Association with the Registrar of Companies.

c) Non-compliance with Rule 22(3) of the Companies (Management and Administration) Rules, 2014, regarding non-publication of the newspaper advertisement of the Notice of Postal Ballot and non-dispatch of the notice as prescribed.

Boards Explanation: The said resolutions could not be implemented, and the corresponding forms could not be filed, as the proposed investor(s) were unable to infuse the requisite funds towards the applicable ROC fee. Consequently, the resolutions have lapsed for want of execution. The Board has placed this fact before the Members for being taken on record at the ensuing AGM - refer Item No. 3 of the Notice and Explanatory Statement thereto. The Board also acknowledges the delay in newspaper publication of the Postal Ballot Notice and shall ensure procedural compliance in future, and there was no suppression of facts; the Company has provided the Postal Ballot process through e-voting. However, it was duly updated on the portal of the BSE ltd, NSDL, and the website of the Company and RTA.

• RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year, if any, were on an arms length basis and in the ordinary course of business of the Company. There were no materially significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel, or other designated persons that may have a potential conflict with the interests of the Company at large.

Since all contracts/arrangements entered into during the year were in the ordinary course of business and at arms length basis, the disclosure in Form AOC-2 in terms of Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable. However, the particulars of such transactions have been disclosed in the financial statements of the Company, and this fact has been mentioned in the Annexure attached to this Report as Form AOC-2.

Details of all such contracts/arrangements are available for inspection at the Registered Office of the Company up to the date of the ensuing Annual General Meeting. Members interested in inspecting the same may write to the Company Secretary in advance.

• CODE OF CONDUCT

All Members of the Board and employees of the Company have adhered to the Code of Conduct in the course of the day-to-day business operations of the Company. The Code is available on the Companys website at www.richuninet.com. The Code lays down the standards of business conduct expected to be followed by the Directors and designated employees, particularly with regard to integrity in the workplace, ethical business practices, and dealings with stakeholders. All Board Members and Senior Management Personnel have confirmed compliance with the Code for the year under review.

• SECRETARIAL STANDARDS OF ICSI

The Company has complied with the applicable Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2), issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

• SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the financial year under review, no company has become or ceased to be a Subsidiary, Joint Venture, or Associate Company of the Company.

• DISCLOSURES OF COMMITTEE

I. AUDIT COMMITTEE

The Audit Committee comprises the following Directors:

DIN	NAME	DESIGNATION	CATEGORY
10734950	Mr. Yugank Gadi	Chairman	Independent Director
00122799	Mr. Shashwat Agarwal	Member	Executive Director
10918000	Mrs. Sushila Aggarwal	Member	Independent Director
07385171	Mr. Gyan Singh	Member	Independent Director

** During the year under review, Mrs. Sushila Aggarwal was appointed as a Non-Executive Independent Director of the Company with effect from January 28, 2025. Further, the term of Ms. Kavita Awasthi as an Independent Director of the Company expired on April 3, 2025.

The Audit Committee met four times, on May 28, 2025, August 5, 2025, November 12, 2025, and January 30, 2026, and played a significant role in the Companys governance framework.

The Committee coordinated with the Statutory Auditors, Internal Auditors, and other Key Managerial Personnel of the Company and provided guidance in the areas of internal audit and control, finance, and accounts. All recommendations made by the Audit Committee during the year were accepted by the Board.

II. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee comprises the following directors:

DIN	NAME	DESIGNATION	CATEGORY
10918000	Mrs. Sushila Aggarwal	Chairperson	Independent Director
10734950	Mr. Yugank Gadi	Member	Independent Director
07385171	Mr. Gyan Singh	Member	Independent Director

** During the year under review, Mrs. Sushila Aggarwal was appointed as a Non-Executive Independent Director of the Company with effect from January 28, 2025. Further, the term of Ms. Kavita Awasthi as an Independent Director expired on April 3, 2025.

The Committee met once during the year, on January30, 2026. The Committee supervised the routine matters relating to dematerialization and transfer/transmission of shares and addressed and resolved the complaints and queries received from members.

III. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises the following directors:

DIN	NAME	DESIGNATION	CATEGORY
10734950	Mr. Yugank Gadi	Chairman	Independent Director
10918000	Mrs. Sushila Aggarwal	Member	Independent Director
07385171	Mr. Gyan Singh	Member	Independent Director

** During the year under review, Mrs. Sushila Aggarwal was appointed as a Non-Executive Independent Director of the Company with effect from January 28, 2025. Further, the term of Ms. Kavita Awasthi as an Independent Director expired on April 3, 2025.

The Nomination and Remuneration Committee is responsible for recommending to the Board the suitability of candidates for appointments as Key Managerial Personnel and Directors, determining the remuneration packages payable to them and other employees, and undertaking their performance evaluation. During the year under review, the Committee met twice, on June 19, 2025, and November 12, 2025.

• VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company is committed to upholding the highest standards of Corporate Governance and stakeholder responsibility. In line with this commitment, the Company has established a vigil mechanism, known as the Whistle Blower Policy, for its directors and employees to report instances of unethical behavior, actual or suspected fraud, or violations of the Companys Code of Conduct. The policy aims to provide adequate safeguards against the victimization of employees who avail of this mechanism and also provides for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

The Whistle Blower Policy has been formulated to provide Directors and employees of the Company with a mechanism to report genuine concerns to the appropriate authority. The objective of the policy is to establish a framework that promotes responsibility and secure whistleblowing, thereby protecting employees who come forward to report serious irregularities within the Company.

• BOARD MEETINGS

Five meetings of the Board were held during the year. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The dates are as follows: 03.04.2025, 28.05.2025,19.06.2025, 05.08.2025,12.11.2025, and30.01.2026.

Director	Designation	No. of Board Meeting held	No. of Board Meeting attended	Last AGM Attendance (Yes/No)	No. of Memberships in Boards of other public Co.s
Shashwat Agarwal	Executive Director, MD	5	5	Yes	1
Rajeev Agarwal	Executive Director	5	5	No	1
Gyan Singh	Non-Executive - Independent Director	5	5	Yes	3
Yugank Gadi	Non-Executive - Independent Director	5	5	Yes	2
Sushila Aggarwal	Non-Executive - Independent Director	5	5	Yes	2

** Mrs. Sushila Aggarwal was appointed as a Non-Executive Independent Director of the Company with effect from January 28, 2025, and her appointment was subsequently regularised by the Members at the Annual General Meeting held on September 16, 2025. Additionally, the term of Mrs. Kavita Awasthi as an Independent Director of the Company expired on April 3, 2025.

• PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading to regulate trading in securities by its Directors and designated employees. The Code mandates pre- clearance for dealing in the Companys shares and prohibits the purchase or sale of such shares by Directors and designated employees while in possession of Unpublished Price Sensitive Information (UPSI) relating to the Company. The Board of Directors is responsible for the implementation of the Code, and all Directors and designated employees have confirmed compliance with the same for the year under review.

• BUSINESS RISK MANAGEMENT

The principal risks identified by the Company primarily relate to its business operations. The Company has established a comprehensive Business Risk Management Policy to ensure that risks affecting the Companys continuity as a going concern, as well as those impacting its future development, are identified, assessed, and addressed in a timely manner. The risk management strategy, as approved by the Board of Directors, is implemented and monitored by the Companys Management.

• CORPORATE SOCIAL RESPONSIBILITY STATEMENT

As the Company does not meet the eligibility criteria prescribed under Section 135 of the Companies Act, 2013, the provisions relating to Corporate Social Responsibility are not applicable to the Company, and accordingly, no CSR Statement is required to be furnished.

• STATEMENT OF PARTICULARS OF EMPLOYEES

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

S. No.	Requirement of Rule 5(1)	Disclosure
1.	The ratio of remuneration of each director to the median remuneration of the employees for the financial year.	1. Mr. Shashwat Agarwal, Managing Director - 6.47
		2. Mr. Rajeev Agarwal, Director - 1.72
2.	Percentage increase in remuneration of each director, CFO, CEO, CS or Manager in the financial year.	Percentage increase in remuneration of:
		a) Directors: - No increase
		b) MD: - N/A
		c) CFO: - N/A
		d) CEO: - N/A
		e) Company Secretary: - N/A
3.	The percentage increase/decrease in the median remuneration of employees in the financial year.	N.A.
4.	The number of permanent employees on the rolls of the Company.	There were 2 employees on the rolls of the Company as on March 31, 2026.
5.	Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2024-2025, and its comparison with the percentile increase in the managerial remuneration and justification thereof, and point out if there are any exceptional circumstances for increase in the managerial remuneration.	There was no increase in remuneration of the managerial personnel and employees during the financial year under review.
6	Affirmation that the remuneration is as per the remuneration policy of the Company	We affirm that the remuneration paid to the Directors, KMPs and employees during the financial year was in accordance with the Remuneration Policy of the Company.

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

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

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

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

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

• PERSONNEL

a) The employees of the Company continue to render their full co-operation and support to the Management. The Directors wish to place on record their appreciation to all the employees for their co-operation.

b) Information as per Section 197 (2) of the Act read with rules 5(2) and 5(3) of the companies (Appointment and remuneration of managerial personal) Rules, 2014 forming part of the Directors Report for the year ended 31st March, 2026 is not required to be furnished as no employees was employed for Rs.1,02,00,000/- or more per year or Rs.8,50,000/- or more per month for any part of the Year.

• INDEPENDENT DIRECTORS MEETING

During the year under review, a meeting of the Independent Directors was held on January 30, 2026, without the attendance of Non-Independent Directors and members of the Management.

At the said meeting, the Independent Directors reviewed the performance of the Non- Independent Directors and the Board as a whole, evaluated the performance of the Chairman of the Company after taking into account the views of the Executive and Non-Executive Directors, and assessed the quality, quantity, and timeliness of the flow of information between the Companys Management and the Board, necessary for the Board to effectively and reasonably perform its duties.

• ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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

• CONSERVATION OF ENERGY

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

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

c) The capital Investments on energy conservation equipments: No such investment has been made by the Company.

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

• TECHNOLOGY ABSORPTION

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

• FOREIGN EXCHANGE EARNINGS AND OUTGO

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

• CORPORATE GOVERNANCE REPORT

Pursuant to the provisions of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance requirements relating to Corporate Governance as specified under Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, and 27, along with clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, and Paras C, D, and E of Schedule V, shall not apply to a listed entity having paid-up equity share capital not exceeding Rs. 10 crore and net worth not exceeding Rs. 25 crores, as on the last day of the previous financial year.

It is further provided that where the aforesaid provisions become applicable to a listed entity at a later date, such entity shall ensure compliance within six months from the date of applicability. Once applicable, these provisions shall continue to apply until the equity share capital and net worth of the entity fall below the specified threshold for three consecutive financial years.

As on the last day of the previous financial year, the Companys paid-up equity share capital and net worth did not exceed Rs. 10 crore and Rs. 25 crores, respectively. Accordingly, the Company is exempt from compliance with the aforesaid Corporate Governance provisions. Nevertheless, the Company has voluntarily complied with the applicable provisions of Corporate Governance, as and when required, in line with good corporate governance practices.

• DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year under review, no significant or material orders were passed by any Regulator, Court, or Tribunal that would impact the going concern status of the Company or its future operations.

• DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, no application was made, and no proceeding was pending, in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

• DETAILS OF DIFFERENCE BETWEEN THE AMOUNTS 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 REASON THEREOF

During the year under review, the Company has not undertaken any one-time settlement of loans availed from Banks or Financial Institutions. Accordingly, the disclosure regarding the difference in valuation is not applicable.

• DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN

There were no complaints received during the financial year 2025-26, and hence no complaint is outstanding as on 31.03.2026 for redressal. Further, the Company ensures that there is a healthy and safe atmosphere for every woman employee at the workplace and has made the necessary policies for a safe and secure environment for women employees.

The following is a summary of sexual harassment complaints received and disposed off during the year 2025-26:

- No. of Complaints received : NIL

- No. of Complaints disposed off : NIL

- No. of Complaints Pending : NIL

• SHARE REGISTRAR AND TRANSFER AGENT

Skyline Financial Services Private Limited, registered at New Delhi and registered with SEBI as a Registrar & Transfer Agent (R&TA), acts as the Registrar & Transfer Agent of the Company. The contact details of the R&TA are provided at the beginning of this Report. Investors are requested to address their queries, if any, directly to the R&TA. However, in case of any difficulty, they may also reach out to the Company Secretary & Compliance Officer of the Company, whose contact particulars are provided elsewhere in this Report.

• REGISTRATION OF INDEPENDENT DIRECTORS WITH INDEPENDENT DIRECTORS DATABANK

Pursuant to the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019, all existing and incoming Independent Directors are required to apply to the Indian Institute of Corporate Affairs (IICA) for inclusion of their names in the Independent Directors Databank. Accordingly, all Independent Directors of the Company have registered with the Independent Directors Databank.

• THE WEB ADDRESS, WHERE ANNUAL RETURN REFERRED TO IN SUB-SECTION (3) OF SECTION 92 HAS BEEN PLACED

In terms of Section 92(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Returns of the Company for the previous financial years are available on the Companys website at: richuninet.com/annual- return/ The Annual Return for the financial year 2025-26 shall be uploaded on the said website upon filing with the Registrar of Companies.

• COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has duly complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

• KEY FINANCIAL RATIOS FOR THE F.Y 2025-2026 AS COMPARED TO F.Y 2024-2025

RATIOS	FINANCIAL YEAR 25-26	FINANCIAL YEAR 24-25
(a) Current Ratio	1.029	1.043
(b) Debt- Equity Ratio	0.219	0.220
(c) Debt Service Coverage Ratio	N.A.	N.A.
(d) Return on equity ratio	0.066	-4.0%
(e) Inventory Turnover Ratio	N.A.	N.A.
(f) Net Capital Turnover Ratio	N.A.	N.A.

• MATERNITY BENEFIT

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

• MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, forming part of this Annual Report, is annexed herewith as Annexure-C.

• INTERNAL FINANCIAL CONTROL

The Company has in place adequate Internal Financial Controls commensurate with the nature and size of its business, with reference to its financial statements. During the year under review, such controls were tested, and no material weakness in their design or operation was reported or observed.

• ACKNOWLEDGEMENTS

Your directors take this opportunity to express their sincere gratitude to the customers, business partners, associates, and bankers of the Company for their continued support and confidence during the year. The Directors also place on record their deep appreciation for the dedication, commitment, and contribution of the employees at all levels towards the Companys growth and performance.

FOR RICH UNIVERSE NETWORK LIMITED
	SHASHWAT AGARWAL	RAJEEV AGARWAL
	Managing Director	Executive Director
	DIN:00122799	DIN: 00122877
Date: 21.08.2026
Place: Kanpur