9. Board of Directors and Meetings of the Board

The Board is properly constituted with an appropriate mix of executive, non- executive and independent directors to maintain the independence of the Board and to separate the Board functions of governance and management.

The Board is constituted in compliance with Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) (LODR) Regulations, 2015.

During the financial year 2025-26, Six Board Meetings were held on 28/05/2025, 11/08/2025, 06/09/2025, 13/11/2025, 14/01/2026 and 12/02/2026.

The attendance of Directors in the Board meeting is provided below:

*resigned on 11/08/2025 "resigned on 18/11/2025 # resigned on 02/03/2026 @appointed on 14/01/2026

10. Loan, Guarantees and Investments under Section 186 of the Companies Act 2013

During the financial year 2025-26, the Company has not made any investment, granted any loan or extended any guarantee or provided any security in connection with the loans to other companies.

Further, Company has not made any loan or guarantee or security or investment in subsidiaries including wholly owned subsidiaries or joint venture during the financial year 2025-26.

11. Contracts or Arrangements with Related Parties

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, for the financial year 2025-26 in the prescribed format, AOC - 2 has been enclosed with this report as Annexure - 1.

The Company enters into bidding agreements with various parties, including related parties, for the purpose of participating in bids floated by various Government Departments in accordance with the prescribed qualification criteria. Such bidding agreements are entered into in the ordinary course of business and on an arm's length basis, in line with the prevailing industry practices.

The Company ensures that the terms and conditions of all such bidding agreements, including those executed with related parties, are substantially similar and consistent with those entered into with unrelated parties. These bidding agreements are preliminary in nature and are executed solely for the purpose of participating in the bidding process. A formal contract or agreement is entered into only upon the award of the work by the concerned Government Department.

The Company obtains omnibus approval from the Audit Committee for such related party transactions in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Wherever required, the Company also obtains the approval of the Board of Directors and the shareholders. In view of the possibility that certain transactions may qualify as material related party transactions under the SEBI (LODR) Regulations, 2015, the Company has also obtained the approval from

the shareholders for such transactions. Such approval shall operate as an omnibus approval for the related party transactions covered therein.

The Company shall ensure that all contracts and agreements entered into pursuant to such approvals are in the ordinary course of business and are undertaken on an arm's length basis.

12. Material Changes Affecting the Financial Position of the Company between the end of the Financial Year and the date of the report

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

13. Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo

Information as per Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo has been enclosed with this report as Annexure - 2.

14. Subsidiaries, Joint Venture and Associate

The Company at the end of financial year has a total of seven subsidiaries out of which five are wholly owned subsidiaries (WOS), one is step-down subsidiary and one company through subsidiary is in nature of joint venture. RPP-Annai (JV) Private Limited has been incorporated as subsidiary as Company holds 51% in it, however, it is a joint venture company.

Further, the Company, from time to time, enters into bid arrangements or understandings with various parties, including related parties, for the purpose of submitting bids for projects or undertaking projects on a joint venture basis. Upon the award or allotment of such projects, the parties may, as considered appropriate, incorporate a company, partnership firm, association of persons (AOP), or any other suitable entity or arrangement for the execution of the project. The structure and form of such entity shall be determined by the Company and the participating parties based on the commercial, legal, and operational requirements of the project.

- Sanskar Dealcom Private Limited

- Sprinkle Assets Private Limited (formerly Lunkar Finance Private Limited)

- RPP Annai (JV) Private Limited

- Greatful Mercantile Private Limited

- R P P Infra Projects (Lanka) Limited, Sri Lanka

- R P P Infra Overseas PLC, Mauritius

- R P P Realtor (Pvt) Limited, Sri Lanka

A brief of the subsidiaries is provided below for your information.

Sanskar Dealcom Private Limited

Sanskar Dealcom Private Limited, a wholly owned subsidiary of the Company, is engaged in the business of acting as distributors, agents, traders, merchants, contractors, brokers, clearing agents, freight contractors, forwarding agents, licensing agents, general brokers, and in dealing in merchandise and articles of all kinds, as well as carrying on other commercial business activities in accordance with its objects.

During the financial year ended 31st March 2026, the subsidiary did not generate any operational revenue.

Greatful Mercantile Private Limited

Greatful Mercantile Private Limited, a wholly owned subsidiary of the Company, is engaged in the business of acting as distributors, agents, traders, merchants, contractors, brokers, clearing agents, freight contractors, forwarding agents, licensing agents, general brokers, and in dealing in merchandise and articles of all kinds, as well as carrying on other commercial business activities in accordance with its objects.

During the financial year ended 31st March 2026, the subsidiary did not generate any revenue from operations.

Sprinkle Assets Private Limited (formerly Lunkar Finance Private Limited)

Sprinkle Assets Private Limited (formerly Lunkar Finance Private Limited) is a step-down subsidiary of the Company. The entire paid-up share capital of Sprinkle Assets Private Limited is held by Sanskar Dealcom Private Limited and Greatful Mercantile Private Limited, both wholly owned subsidiaries of the Company. Accordingly, Sprinkle Assets Private Limited continues to be a step-down subsidiary of the Company.

The Company is engaged in the business of real estate. During the financial year ended 31st March 2026, the Company did not generate any revenue from operations.

RPP-ANNAI (JV) Private Limited

RPP-Annai (JV) Private Limited was incorporated on 10th July 2019 to execute a project through a joint venture with Annai Infra Developers Limited. The paid-up share capital of the Company is held in the ratio of 51% by the Company and 49% by Annai Infra Developers Limited.

During the financial year ended 31st March 2026, the Company generated revenue from operations of Rs.17.86 crore.

R.P.P Infra Projects (Lanka) Limited, Sri Lanka

R.P.P Infra Projects (Lanka) Limited, a wholly owned subsidiary of the Company, is based in Sri Lanka. The Company did not undertake any new projects during the year under review and did not generate any revenue from operations during the financial year ended 31st March 2026.

R.P.P Infra Overseas PLC, Mauritius

R.P.P Infra Overseas PLC, a wholly owned subsidiary of the Company, is based in Mauritius. The principal activities of the Company include providing infrastructure project- related consultancy services and acting as a special purpose vehicle (SPV) for foreign investments.

The Company did not generate any revenue from operations during the financial year ended 31st March 2026. The Company is currently in the process of liquidation.

R P P Realtor (Pvt) Limited Sri Lanka

During the year, the Company incorporated a Wholly Owned Subsidiary Company in Sri Lanka namely R P P Realtor (Pvt) Limited. No operation during the year ended March 31,2026

15. Risk Management Policy

Pursuant to the provisions of Section 2(51) and 203 of the Act, as on the date of this report, the Key Managerial Personnel of the Company are Mr. P Arulsundaram, Managing Director, Ms. A Nithya, Whole-Time Director and Chief Financial Officer and Mr. I Selvam, Company Secretary.

17. Directors' responsibility statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

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

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2026 and of the profit of the Company for that period;

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

d) The Directors had prepared the annual accounts on a going concern basis;

e) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; and

f) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

18. Details of Significant and Material Orders Passed by the Regulators, Courts or Tribunals

There are no significant material orders passed by the Regulators / Courts / Tribunals which impact the going concern status of the Company and its future operations.

19. Insurance

All insurable interest of the Company including, buildings, furniture and fixtures and other insurable interest are adequately insured.

20. Statement in Respect of adequacy of Internal Financial Control with Reference to the Financial Statements

Internal Controls

Your Company maintains robust internal control systems designed to uphold operational integrity. These frameworks ensure a) strict adherence to Company policies b) effective

safeguarding of assets and c) the accuracy, completeness and proper authorisation of all transactions prior to execution.

Internal Financial Controls

As per Section 134(5) (e) of the Companies Act, 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust systems and frameworks of internal financial controls.

These include those policies and procedures that:

i. Pertain to the maintenance of records which in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company

ii. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles and that the receipts and expenditures are being made only in accordance with authorizations of the management and the Directors of the Company and

iii. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that can have a material effect on the financial statements.

This provides the Directors reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks to enable them to meet these responsibilities. The Company has devised appropriate systems and frameworks including proper delegation of authority, policies and procedures, effective IT systems aligned with business requirements, internal audit framework, risk management frameworks and whistle blower mechanism.

The Audit committee regularly reviews the internal control system to ensure that it remains effective and aligned with business requirements. Where weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls and are in turn reviewed at regular intervals.

The Company has developed a framework for designing and assessing effectiveness of internal controls over financial reporting and has already laid down entity-level policies and process-level standard operating procedures.

The entity-level policies comprise anti-fraud policies (code of conduct including conflict of interest, confidentiality and whistle blower policy) and other policies (organization structure, roles and responsibilities, insider trading policy, related party policy, prevention of sexual harassment policy, risk management policy, policy for materiality of information or events and policy for preservation of documents). The

Company has also prepared standard operating Practices for each of its processes of revenue to receive, procure to pay, hire to retire, finance and accounts, fixed assets, treasury, inventory, operations and administrative expenses.

The management assessed the effectiveness of the internal financial controls over financial reporting as of 31st March 2026 and the Board believes that the controls are adequate.

21. Deposits

The Company has not accepted any deposits from members or the public in terms of Section 73 or Section 76 of the Companies Act, 2013.

22. Receipt of any Commission by Managing Director/ Whole Time Director from the Company or Receipt of Commission/ Remuneration from Subsidiary

The Managing Director/Whole Time Director are not in receipt of any commission from the Company or any commission/remuneration from any of subsidiaries.

23. Statutory Auditors

M/s KRSG ASSOCIATES, Chartered Accountants, (Firm Regn No. 007506S) were appointed as Statutory Auditors of the Company for a term of 5 Consecutive years from the conclusion of 29th Annual General Meeting till the conclusion of the 34th Annual General Meeting of the Company

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

Statutory Auditors, M/s KRSG ASSOCIATES Chartered Accountant Firm, have confirmed their eligibility for continuing as Statutory Auditors of the Company.

The Statutory Auditor's Report to the Members on the standalone and consolidated financial statement for the year ended March 31, 2026 does not contain any qualification, reservation, adverse remark or any disclaimer. During the year, there were no instances of fraud reported by the Statutory Auditors as per Section 143(12) of the Act.

24. Cost Auditor

During the year under review, in accordance with Section 148(1) of the Act, the Company has maintained the accounts and cost records, as specified by the Central Government. The Board of Directors had appointed Ms. Rajam Alwan, Cost Accountant, (Registration No. 45812), as Cost Auditor of the Company, for conducting the audit of cost records for the financial year ended March 31,2026.

The audit is in progress and the report will be filed with the Ministry of Corporate Affairs within the prescribed period.

During the year under review, based on the recommendation of the Audit Committee, the Board of Directors of the Company at their meeting held on 29th May 2026 have appointed M/s. Ravichandran Bhagyalakshmi & Associates as Cost Auditors for FY 2026-27. The approval of remuneration payable for the cost auditors for the financial year ending March 31,2027 is sought to be obtained and the same is part of the Notice convening the 31st Annual General Meeting of the Company.

25. Secretarial Audit Report

The Board of Directors at their meeting held on August 11, 2025 had appointed M/s Lakshmmi Subramanian & Associates., Company Secretaries (Firm registration no: P2024TN103000) Chennai to conduct the Secretarial Audit of the Company for a term of 5 (Five) consecutive years commencing from 1st April 2025 to 31st March, 2030 with the approval of members at the Annual General Meeting held on September 30, 2025.

The Secretarial Audit report for the financial year ended March 31,2026 is attached as Annexure 3 to this Report. The Secretarial Audit report does not contain any qualification, reservation, adverse remark or any disclaimer except the following observations:

Observation - 1

The Board was not duly constituted in accordance with Regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for a period between November 18, 2025 and January 13, 2026 in respect of the requirement relating to the composition of the Board with at least fifty per cent of Independent Directors. The requisite appointments were made duly thereafter

Company Reply:

The Company has complied with Regulation 17(1E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 by filling the vacancy of the Independent Director within the prescribed period of three months. Accordingly, Mr. K. Nandhiswaran was appointed as an Independent Director on January 14, 2026.

Observation- 2

BSE Limited had imposed a monetary penalty of ?29,500 on the Company for delay in dissemination of disclosure relating to Related Party Transactions under Regulation 23(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the half year ended September 30, 2025. The Company has subsequently paid the said penalty.

Company Reply:

The delay in filing with BSE was due to technical issues encountered on the BSE portal while uploading the document. Consequently, the Company paid the penalty levied by BSE. The Company has strengthened its internal processes and continues to ensure timely regulatory compliances.

Pursuant to Regulation 24(A) of SEBI Listing Regulations, the Company has obtained annual secretarial compliance report from M/s Lakshmmi Subramanian & Associates, Practicing Company Secretaries, Chennai and the same has been submitted to the Stock Exchanges within the prescribed time.

26. Audit Committee

The Company has Audit Committee in compliance to the Section 177 of Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The details about composition of the Audit Committee, its terms of reference, meetings, etc. have been provided in the Corporate Governance Report.

There were no such incidences where the Board has not accepted the recommendations of the Audit committee during the year.

27. Corporate Social Responsibility (CSR)

28. Nomination & Remuneration Committee

The Company has constituted a Nomination and Remuneration Committee in compliance to the Section 178 of Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Company strongly believes that its human resource has infinite potential and therefore, their development is the key to organizational effectiveness. We commit ourselves to integrate human resources with organizational growth and development for mutual benefit. The Nomination and Remuneration policy has been formulated in compliance to the requirement of Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The details about composition of the Committee, including its terms of reference, have been provided in the Corporate Governance Report.

The objective of the Remuneration Policy is to attract, motivate and retain competent individuals that the Company needs, to achieve its strategic and operational objectives, whilst recognising the societal context around remuneration and recognizing the interests of Company's stakeholders.

The Remuneration Policy provides a framework for remuneration of Directors, Key Managerial Personnel, Senior Executives, other employees and workmen.

29. Performance Evaluation

Pursuant to provisions of the Companies Act, 2013, and SEBI (LODR) Regulation, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, including Independent Directors, as well as the evaluation of the working of its Committees,

i.e., Audit Committee and Nomination & Remuneration committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee.

A structured format was prepared to rate after taking into consideration inputs received from Directors covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture and execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of Independent Directors. The performance evaluation of Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors.

The mechanism for the evaluation of the Board is given in detail in the Corporate Governance report.

30. Human Resources

Your Company takes pride in the commitment, competence and dedication shown by its employees in all areas of its business. It considers people as its biggest assets. It has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership. Your Company facilitates proper induction and appropriate upgrade for the skills.

31. Disclosure on Establishment of a Vigil Mechanism

Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, the Board of Directors had approved the Policy on Vigil Mechanism / Whistle Blower and the same

Among other things, this Policy provides direct access to the Chairman of the Audit Committee. Your Company confirms that no Director or employee has been denied access to the Chairman of the Audit Committee. Brief details about the policy are provided in the Corporate Governance Report attached to this Report.

32. Secretarial Standard

The company has complied with the Secretarial Standards, SS-1 and SS-2 issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings. The Company also endeavours and ensures compliance of other secretarial standard.

33. Particulars of Employees

Disclosures pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been enclosed with this report as Annexure - 5.

34. Disclosure as per Listing Regulations

Disclosures pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 has been provided in Annexure - 6 apart from those which are provided/ covered in Corporate Governance.

35. Management Discussion and Analysis report

As per Regulation 34(3) and Schedule V of SEBI (LODR) Regulation, 2015, a separate section on Management Discussion and Analysis report forms an internal part of Directors' Report as Annexure - 7.

36. Corporate Governance

As per Schedule V of SEBI (LODR) Regulation, 2015, a separate section on corporate governance practices followed by the Company, report on Corporate Governance together with a certificate confirming compliance and CEO/CFO Certificate by the Managing Director and Chief Financial Officer forms an integral part of this Directors' Report as Annexure - 8.

37. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

As per the information of the Company as on date of this report, no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

38. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules made thereunder, your Company has constituted an Internal Complaints Committee to consider and resolve all sexual harassment complaints. Your Company has also put in place a policy to ensure a free and fair inquiry process for complaints received from employees, guaranteeing complete anonymity and confidentiality. During the year under review, there is no complaint received under the POSH Act and there were no cases pending as on March 31,2026. No case remained pending for more than 90 days during the year.

39. Statement of maternity benefit compliance:

During the year under review, the company had ensured full compliance with provisions of the Maternity Benefit Act, 1961. The company remains committed to upholding rights welfare of its female employees by providing all statutory maternity benefits.

40. Transfer to Investor Education and Protection Fund

The Company transferred the dividend remaining unclaimed by the members of the company to Investor Education and Protection Fund. The detail pertaining to transfer has been provided in corporate governance report.

41. Acknowledgment

Your Directors take this opportunity to offer their sincere thanks to all stakeholders including the various departments of the Central and State Governments, Government agencies, banks, financial institutions, shareholders, clients, vendors and employees who through their continued support and co-operation have helped in your Company's progress.