Directors Report of Hampton Sky Realty Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 38th
Board''s Report of Hampton Sky Realty Limited
("Company” or "Hampton”) for the financial year ended
March 31,2025 (''Year/Period under review'').

FINANCIAL HIGHLIGHTS

The Company''s Financial Performance during the Year
under review as compared to the previous year is
summarized as below:

Amount (Rs. in lakh)

	2024-25		2023-24
Particulars	Stand¬ alone	Consoli¬ dated	Stand¬ alone	Consoli¬ dated
Revenue from operations	2,569.05	5,930.13	18,262.39	23,685.37
Other Income	1,802.57	182.73	284.02	374.21
Total Income	4,371.62	6,112.86	18,546.41	24,059.58
Depreciation and amortization	145.34	148.77	62.96	68.27
Total Expenses	2,754.07	4,760.38	17,395.22	21,216.46
Profit/(Loss) before exception- nal, extraordinary items	1,617.56	1,352.48	1151.19	2843.12
Exceptional Item/ Extraordinary item	-	-	-	_
Profit & (loss) before tax	1,617.56	1,352.48	1151.19	2843.12
Tax Expense	(634.53)	(475.97)	(32.02)	302.92
Profit/ (Loss) after tax	2,252.08	1,828.45	1,183.21	2,540.20

STATE OF COMPANY''S AFFAIRS

During the Year under review, the Company entered into
strategic partnership with Indian Hotels Company Limited
(''IHCL'') and its subsidiary, Roots Corporation Limited
(''RCL''), to develop two hotel properties in Ludhiana,
Punjab. Hampton shall provide the land in Ludhiana for
such hotels. One hotel will be operated by IHCL under its
“Gateway” brand, while for the second hotel, Hampton has
signed an agreement with RCL. After construction, this
property will be leased to RCL and run under “Ginger”
brand. These collaborations mark an important step
forward for the Company''s hospitality business and are
expected to bring high-quality hotel services to Ludhiana.

During the Period under review, the Company expanded
its business structure by incorporating two wholly owned
subsidiaries, namely Hampton Sky Hotels Private Limited

and Hampton Sky Hospitality Private Limited. In addition,
the Company also formed a joint venture under the name
Hampton Sky Farms Private Limited, marking a strategic
step toward diversifying its operations and exploring new
business opportunities.

Furthermore, during the Period under review, the
corporate office of your Company has been changed from
Plot No. 312, Udyog Vihar, Phase IV, Gurugram, Haryana
122015 to Plot No. 397, Phase III, Udyog Vihar, Sector 19,
Gurugram, Haryana 122015.

CHANGE IN THE NATURE OF BUSINESS

While there was no change in the nature of the Company''s
business during the year, your Company is excited to
embark on a new growth phase through its planned entry
into the luxury hospitality segment. The Company has
outlined a vision to develop luxury hotels on its own
strategically located land parcels, offering unmatched
convenience, accessibility, and scenic appeal.

As part of this vision, your Company has entered into
strategic partnerships with IHCL and RCL for the
development of two premium hotel properties in Ludhiana,
Punjab. These hotels will be operated under prestigious
“Gateway” and “Ginger” brands, known for delivering
exceptional service and hospitality experiences.

MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

During the year under review, your Company transferred a
land held by it to RPIL Healthcare Private Limited, its
wholly owned subsidiary. As consideration for the transfer,
RPIL Healthcare Private Limited has approved the
issuance of Compulsorily Convertible Preference Shares
in favour of the Company.

Except to the extent mentioned above, if any, there have
been no material changes and commitments which affect
the financial position of the Company which have occurred
between the end of the financial year to which the financial
statements relate and the date of this Report.

AWARD AND ACCOLADES

During the Period under review, your Company was
honoured with the following prestigious awards,
reinforcing its leadership in the real estate sector:

i. At the ''Jagran Achiever Awards 2024'' held in
Mauritius, Hampton was recognised as the ''Leading
Residential Real Estate Developer of North India'',
acknowledging its consistent focus on quality,
innovation, and customer satisfaction.

ii. The Company also received the title of ''Most Trusted
Real Estate Company in Punjab'' at the ''Global
Excellence Awards 2024'', a testament to its strong
ethical foundation and commitment to delivering
superior real estate solutions.

iii. The Company also received the award at the "Jewel of
Punjab awards 2024" at New Delhi organised by
Dainik Bhaskar and SBP Group.

iv. The Company was also awarded with "The Tribune
Lifestyle Awards Punjab 2024".

These recognitions highlight Hampton''s growing presence
and trusted reputation in the market, driven by landmark
projects such as Hampton Plaza, Hampton Homes,
Hampton Court Business Park, Hampton Estate, and
Hampton Narayana Hospital.

DIVIDEND

The Board of Directors of your Company, after considering
holistically the relevant circumstances, has decided that it
would be prudent to plough back the profits for further
growth and projects to be undertaken by the Company and
to strengthen the working capital of the Company.
Accordingly, your Company is not recommending any
Dividend for the Year under review.

TRANSFER TO RESERVES

The Board of Director of your Company has decided not to
transfer any amount to the reserves for the Year under
review.

SHARE CAPITAL AND CHANGES IN SHARE CAPITAL
Authorized Share Capital

The Authorised share capital of the Company as on 31st
March, 2025 was Rs. 28,15,00,000/- (Rupees Twenty-
Eight Crores Fifteen Lakhs Only) divided into 28,15,00,000
(Twenty-Eight Crores Fifteen Lakhs) shares of Rs. 1/- each
(Rupee One only).

Paid-up Share Capital

The paid-up capital of the Company as on 31st March 2025
remained at Rs. 27,42,07,700/- (Rupees Twenty-Seven
Crores Forty-Two Lakhs Seven Thousand Seven
Hundred) divided into 27,42,07,700 (Twenty-Seven
Crores Forty-Two Lakhs Seven Thousand Seven
Hundred) Equity Shares of Rs. 1/- each (Rupee One only).

During the year under review the Company has not issued
any shares or has granted any stock options or sweat
equity shares. Further, all the Shares held by the
Promoters of the Company are in dematerialized form.

At the closure of the Financial Year 2024-25, none of the
Directors or Key Managerial Personnel of the Company
holds any instruments or warrants convertible into equity
shares of the Company.

DEPOSITS FROM PUBLIC

During the year under review, your Company has not
accepted/ invited any deposits from public in terms of

Chapter V of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report for the
Year under review, as stipulated under Regulation 34 read
with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations”), is presented in a separate section
and marked as Annexure-VIII, forming part of this Report.

CORPORATE GOVERNANCE

Your Company is committed to benchmark itself with
global standards for providing good corporate
governance. Your Board constantly endeavours to take the
business forward in such a way that it maximizes long term
value for the stakeholders. The Company has put in place
an effective corporate governance system which ensures
that the provisions of SEBI Listing Regulations are duly
complied with.

Parameters of statutory compliances evidencing the
standards expected from a listed entity have been duly
observed and a Report on Corporate Governance as well
as the Certificate from Secretarial Auditors confirming
compliance with the requirements of SEBI Listing
Regulations forms part of this Report and marked as
Annexure-IX.

Further, the CEO and CFO Certificate as prescribed under
SEBI Listing Regulations is also attached in this Report
and marked as Annexure-X.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE
COMPANIES

As on March 31,2025, the Company holds 55% shares in
its subsidiary partnership firm M/s Finton Homes.

During the Period under review, the Company
incorporated two wholly owned subsidiaries viz. Hampton
Sky Hospitality Private Limited on August 02, 2024 and
Hampton Sky Hotels Private Limited on August 12, 2024.

During the Period under review, Hampton Sky Farms
Private Limited was incorporated on August 28, 2024 as a
joint venture with 2 other shareholders. The Company has
subscribed to 33.34% of its share capital. Accordingly,
Hampton Sky Farms Private Limited is an Associate
Company of the Company.

The Consolidated Audited Financial Statements for the
financial year ended March 31, 2025, represents the
financial results of the Company including its subsidiary
partnership firm i.e. Finton Homes and its three wholly
owned subsidiaries i.e. RPIL Healthcare Private Limited,
Hampton Sky Hospitality Private Limited, and Hampton
Sky Hotels Private Limited and an Associate Company i.e.
Hampton Sky Farms Private Limited. A statement
containing the salient features of the financial statements
of subsidiaries, joint ventures and associates in Form
AOC-1 is attached with this report as Annexure-I.

During the Period under review, no company has ceased
to be the Subsidiary, Joint venture or Associate company of
the Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL (KMPs)

Composition

The Composition of Board of Directors during the Financial
Year ended March 31, 2025, is in conformity with
Regulation 17 of the SEBI Listing Regulations read with
Section 149 of the Act, and the provisions of the Articles of
Association of the Company.

As on March 31, 2025, the Board comprised of a one (1)
Managing Director, one (1) Whole Time Director, one (1)
non-executive non-independent director and six (6)
Independent Directors including two (2) Independent
Woman Directors.

The Board considers that the Independent Director has the
requisite qualifications, experience, expertise, proficiency
and holds high standards of integrity. A list of key skills,
expertise, and core competencies of the Board, including
the Independent Directors, is provided in corporate
governance report.

During the year and after the end of the year and up to the
date of this Report, the following appointment, re¬
appointment and cessation of Directors have taken place:

Appointments

1. During the year under review, following directors were
inducted on the Board of the Company:

Name of the Director	DIN	Designation	Date of appointment
Ms. Sandhya Arora	07425174	Non-executive Director	September 05, 2024
Mr. Sandeep Puri	10757596	Independent Director	September 05, 2024
Ms. Benu Sehgal	03556496	Independent Director	September 05, 2024
Dr. Sulbha Jindal	10766818	Independent Director	September 05, 2024
Mr. Probir Arora	10032179	Independent Director	September 05, 2024
Mr. Rupinder Singh Sabharwal	03592557	Independent Director	September 07, 2024

2. Post closure of the financial year 2024-25, the board
of directors resolved to appoint Ms. Ketki Gupta (DIN:
06814775) as Managing Director designated as the
Joint Managing Director of the Company with effect
from August 14, 2025 and to change the designation
of Mr. Kavya Arora (DIN: 02794500) from Whole-time
Director to Managing Director of the Company with

effect from the said date. Their appointment is subject
to the approval of the shareholders of the Company at
the ensuing AGM. The details regarding their
proposed appointment are provided in the Notice of
the Annual General Meeting, which forms part of this
Report.

Cessation

1. During the Period under review:

(a) Mr. Roop Kishore Fatehpuria (DIN: 00887774)
ceased to be the Whole-time Director of the Company
with effect from April 1, 2024, due to his unfortunate
demise. He was a longstanding member of the Board
and made significant contributions to its deliberations
and the overall growth of the Company. The Board
places on record its deep appreciation for his valuable
service and extends heartfelt condolences to his
family.

(b) Mrs. Sandhya Arora (DIN: 07425174), resigned from
the designation of Non-executive Director of the
Company with effect from the closure of business
hours on August 12, 2024 due to personal and
unavoidable circumstances. The Board places on
record its appreciation for her contributions during her
tenure.

(c) The second term of 5 consecutive years of Mr.
Gurpreet Singh Brar (DIN: 06597336), Ms. Shweta
Sehgal (DIN: 06970433), and Mr. Surender Kumar
Sood (DIN: 01091404), as Independent Directors of
the Company came to an end on September 24, 2024.
Accordingly, they ceased to hold office with effect from
the close of business hours on the said date.

2. Post closure of the financial year 2024-25, Mr.
Sanjeev Arora (DIN: 00077748), Chairman and
Managing Director of the Company, tendered his
resignation with effect from August 3, 2025, pursuant
to his recent election as a Member of the Legislative
Assembly from the State of Punjab, effective June 23,
2025, and his subsequent appointment as a Cabinet
Minister in the Government of Punjab w.e.f. July 3,
2025. The Board acknowledges that the assumption
of his esteemed public office requires Mr. Sanjeev
Arora''s undivided attention and commitment to public
service. The Board places on record its sincere
appreciation for his exemplary leadership, strategic
vision, and valuable contributions during his tenure,
which have played a pivotal role in the growth and
success of the Company.

Retirement by rotation and subsequent re¬
appointment

Pursuant to the provisions of Section 152 of the
Companies Act, 2013 (''Act'') and the Articles of Association
of the Company, Ms. Sandhya Arora (DIN: 07425174),
Non-executive Director of the Company being liable to
retire by rotation, shall retire at the ensuing Annual General

Meeting (''AGM'') and being eligible, offers her candidature
for re-appointment. The details regarding her proposed re¬
appointment are provided in the Notice of the Annual
General Meeting, which forms part of this Report.

Key Managerial Personnel

The following persons were the Key Managerial Personnel
(“KMP”) of the Company as on March 31, 2025, in
accordance with the provisions of Section 2(51) and
Section 203 of the Act, read with the rules framed
thereunder:

Name of the Director	Designation
Mr. Sanjeev Arora	Chairman and Managing Director*
Mr. Kavya Arora	Whole Time Director**
Mr. Deepak Sharma	Chief Financial Officer
Ms. Tarandeep Kaur	Company Secretary &
	Compliance Officer

*Mr. Sanjeev Arora has ceased to be the Chairman and
Managing Director of the Company, with effect from
August 3, 2025, pursuant to his appointment as a Cabinet
Minister in the Government of Punjab.

**Mr. Kavya Arora has been appointed as the Managing
Director with effect from August 14, 2025 subject to the
approval of the shareholders of the Company in the
ensuing AGM.

Further, post closure of the financial year, Ms. Ketki Gupta
(DIN: 06814775) has been appointed as the Managing
Director designated as the Joint Managing Director of the
Company with effect from August 14, 2025 subject to the
approval of the shareholders of the Company in the
ensuing AGM.

Declaration by Independent Directors

The Company has received declarations from all the
Independent Directors pursuant to Section 149(6) of the
Act along with rules framed thereunder and Regulation
16(1) (b) of the SEBI Listing Regulations confirming that
they meet the criteria of independence as prescribed
under the provisions of the Act, read with the Schedules
and rules issued thereunder. The Independent Directors
have also confirmed that they have complied with the Code
for Independent Directors as prescribed in Schedule IV to
the Act and the Company''s Code of Conduct for Directors
and Senior Management Personnel.

In terms of Regulation 25(8) of the SEBI Listing
Regulations, the Independent Directors have confirmed
that they are not aware of any circumstance or situation,
which exist or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties.

In the opinion of the Board, they fulfil the conditions for
appointment/ re-appointment as Independent Directors on
the Board. Further, in the opinion of the Board, the

Independent Directors also possess the attributes of
integrity, expertise and experience as required.

The Independent Directors have also confirmed that they
have registered themselves with the Independent
Director''s Database maintained by the Indian Institute of
Corporate Affairs pursuant to Section 150(3) of the Act
read with sub-rule (3) of Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act
read with Rules 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in
respect of Directors/Employees of the Company is set out
in Annexure-VI to this Report.

The remuneration paid to the Directors is in accordance
with the Remuneration Policy formulated in accordance
with Section 178 of the Act and Regulation 19 of the SEBI
Listing Regulations.

REMUNERATION POLICY

Pursuant to provisions of Section 178 of the Act and the
SEBI Listing Regulations, the Nomination and
Remuneration Committee (“NRC”) has formulated a
Remuneration Policy for the appointment and
determination of remuneration of the Directors including
criteria for determining qualifications, positive attributes,
independence of a director, Key Managerial Personnel,
Senior Management Personnel and other employees of
your Company.

The broad parameters covered under the Policy are:
Company Philosophy, Guiding Principles, Nomination of
Directors, Remuneration of Directors, Nomination and
Remuneration of the Key Managerial Personnel (Other
than Managing/ Whole-time Directors), Key-Executives
and Senior Management and the Remuneration of other
employees.

The detailed Policy is available on the Company''s website
at https://hamptonsky.in/investor-relation/

DETAILS OF BOARD MEETING HELD DURING THE
YEAR

The Board of Directors met 8 (Eight) times during the
Financial Year 2024-25. Details of the Board Meetings and
attendance at the meetings held during the Financial Year
2024-25 have been provided in the Corporate Governance
Report, which forms part of this report.

COMMITTEES OF THE BOARD

The Board of Directors has constituted the following
Committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders'' Relationship Committee

iv. Corporate Social Responsibility (CSR) Committee

v. Risk Management Committee.

The details of the Committees along with their
composition, number of meetings and attendance at the
meetings are provided in the Corporate Governance
Report forming part of this report.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing
Regulations, the Independent Directors in their meeting
held on March 28, 2025, have evaluated the performance
of Non-Independent Directors, Chairperson of the
Company after considering the views of the Executive and
Non-Executive Directors, Board as a whole and assessed
the quality, quantity and timeliness of flow of information
between the Company''s Management and the Board. The
NRC has also carried out evaluation of performance of
every director of the Company.

On the basis of evaluation made by the Independent
Directors and the NRC and by way of individual and
collective feedback from the Non-Independent Directors,
the Board has carried out the annual performance
evaluation of the directors individually as well as
evaluation of the working of the Board as a whole and
committees of the Board pursuant to the provisions of the
Act and the SEBI Listing Regulations.

The evaluation exercise for financial year 2024-25 was
carried out by way of internal assessments done based on
a combination of detailed questionnaires and verbal
discussions. The questionnaire for evaluation of the
performance of Board was based on board composition,
experience & competencies, understanding of business
and competitive environment, quality of discussion at the
board meeting, time spent by the board on the Company''s
long-term goals and strategies etc. The questionnaire for
evaluation of the committee(s) was based on inter alia
understanding of the terms of reference, discharge of its
duties, performance of the committee, composition of the
committee etc.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In Compliance of the Section 135 of the Act read with the
rules made thereunder, the annual report on CSR activities
undertaken by the Company during the financial year
ended March 31,2025 is annexed as Annexure-V.

The CSR policy is available on the Company''s website at
https://hamptonsky.in/investor-relation/
DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of
the Act, the Directors confirm that:

(a) in the preparation of the annual accounts, 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 at the end of the Financial Year March 31,
2025 and of the profits 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 Act 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; and

(e) 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.

(f) 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.

AUDITORS AND AUDITORS'' REPORT
Statutory Auditors & their Report

Pursuant to the provision of Section 139 of the Act and
rules made thereunder, M/s Khandelwal Jain & Co.,
Chartered Accountants (FRN 105049W) were appointed
as Statutory Auditors for a first term of 5 (five) consecutive
years, to hold office from the conclusion of the 33^rd Annual
General Meeting until the conclusion of 38^th Annual
General Meeting.

M/s Khandelwal Jain & Co., Chartered Accountants, have
submitted their report on the standalone and consolidated
financial statements of the Company for the financial year
ended March 31, 2025, which forms part of this Report.
The Auditor''s Report read together with the notes to
accounts is self-explanatory and therefore, in the opinion
of the Directors, do not call for any further explanation.
Further, no qualification, reservation or adverse remark or
disclaimer is made by the Statutory Auditor in his report.

During the Period under review, no frauds were reported
by the Statutory Auditors to the Audit Committee or the
Board under Section 143(12) of the Act.

Post closure of the Financial Year 2024-25, the Board of
Directors on the recommendation of the Audit Committee,
approved and recommended the appointment of M/s
HDSG & Associates, Chartered Accountants, (FRN:
002871N) to the shareholders of the Company for their
approval at the ensuing Annual General Meeting of the
Company. The details pertaining to their appointment is
provided in the Notice of the ensuing Annual General
Meeting which forms part of the Annual Report.

Secretarial Auditors & their Report

Pursuant to the provisions of Section 204 of the Act and the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 read with SEBI listing
Regulations and on the recommendation of the Audit
Committee, the Board of Directors at its meeting held on
February 14, 2025, had appointed MZ & Associates,
Company Secretaries, (Peer Review Firm No. 757/2020)
as Secretarial Auditor of the Company for conducting the
Secretarial Audit of the Company for the Financial Year
2024-25.

Secretarial Audit Report given by the Secretarial Auditors
in Form No. MR-3 is annexed with this Report as
Annexure-NI. There are no qualifications, reservations or
adverse remarks made by Secretarial Auditors in their
Report.

During the Period under review, no frauds were reported
by the Secretarial Auditors to the Audit Committee or the
Board under Section 143(12) of the Act.

The Company has undertaken an Annual Secretarial
Compliance Audit for the financial year ended March 31,
2025 pursuant to Regulation 24A of the SEBI Listing
Regulations. The Annual Secretarial Compliance Report
for the financial year ended March 31, 2025 has been
submitted to the Stock Exchanges and the said report may
be accessed on the Company''s website at the link
https://hamptonsky.in/investor-relation/. The
Annual Secretarial Compliance Report is annexed with
this Report as Annexure-IV.

Further, pursuant to the provisions of Regulation 24A of the
SEBI Listing Regulations, the listed entities are required to
appoint a Peer Reviewed Company Secretary as
Secretarial Auditor which shall subject to approval of
shareholders in their Annual General Meeting.

Accordingly, post closure of the financial year, the board,
on the recommendations of Audit Committee, at its
meeting held on September 06, 2025 recommended the
appointment of MZ & Associates, Company Secretaries,
(Peer Review Firm No. 757/2020) as Secretarial Auditor of
the Company for conducting the Secretarial Audit of the
Company for the five consecutive financial years
commencing from Financial Year 2025-26 to Financial
Year 2029-30, to the shareholders for their approval at the
ensuing Annual General Meeting. The details pertaining to
the appointment is provided in the Notice of Annual
General Meeting which forms part of the Annual Report.

Cost Auditors & their report

The Central Government has not prescribed the
maintenance of cost records under section 148 of the Act
for the products of the Company. Therefore, the
requirement of cost audit as stipulated under the
provisions of section 148 of the Act, are not applicable for
the business activities carried out by the Company.

Internal Auditors

Pursuant to the provisions of Section 138 of the Act read
with the Companies (Accounts) Rules, 2014 and based on
the recommendation of the Audit Committee, the Board of
Directors had appointed M/s. AKGSR & Company,
Chartered Accountant (Firm Reg. No. 0027579N) as an
internal auditor of the Company for the Financial Year
2024-25 and Financial Year 2025-26. The Audit
Committee reviews the Internal Audit report issued by the
Internal Auditor.

VIGIL MECHANISM/ WHISTLE-BLOWER POLICY

Pursuant to the provisions of Section 177 of the Act and the
SEBI Listing Regulations, the Company has framed a
''Whistle Blower Policy'' to establish Vigil Mechanism for
directors and employees to report genuine concerns. The
policy is revised from time to time to align it with applicable
regulations and/ or with organisations suitability. This
policy provides a process to disclose information,
confidentially and without fear of reprisal or victimization,
where there is reason to believe that there has been
serious malpractice, fraud, impropriety, abuse or wrong
doing within the Company. The Company ensures that no
personnel is denied access to the Audit Committee.

During Financial Year 2024-25, no complaint was received
in this regard, and no individual was denied access to the
Chairperson of the Audit Committee for reporting
concerns, if any. The Vigil Mechanism/ Whistle Blower
Policy is available on the website of the Company at
https://hamptonsky.in/investor-relation/.

ANNUALRETURN

Pursuant to the Section 92(3) and 134(3)(a) of the Act, the
Annual Return of the Company for the Financial Year
ended March 31, 2025, is available on the Company''s
website at https://hamptonsky.in/investor-relation/.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS UNDER SECTION 186

Loans, Guarantees and Investments under section 186 of
the Act form the part of the notes to the financial statements
provided in this annual report.

P A R T I C U L A R S O F C O N T R A C T S O R
ARRANGEMENTS WITH RELATED PARTIES

Your Company has adopted a “Policy on Dealing with
Related Party Transactions”, in accordance with the
provisions of the Act and Regulation 23 of the SEBI Listing
Regulations, inter-alia, providing a framework for
governance and reporting of Related Party Transactions
including material transactions and threshold limits for
determining materiality.

The said Policy is also available on the website of the
C o m p a n y a t t h e w e b - l i n k
https://hamptonsky.in/investor-relation/.

Pursuant to the provisions of Sections 177, 188 of the Act
and the Rules made thereunder read with Regulation 23 of
Listing Regulations, all related party transactions (RPTs)
are placed before the audit committee for its approval. All
contracts/ arrangements/ transactions during the Financial
Year 2024-25 entered into by the Company with related
parties were in ordinary course of business and on arm''s
length basis.

During the period under review, the Company has not
entered into materially significant related party
transactions that may have potential conflict with the
interest of the Company at large. The details of the related
party transactions as per Indian Accounting Standards
(IND-AS)-24 are set out in Notes to accounts to the
Financial Statements of the Company.

The disclosure of related party transactions as required
under Section 134(3)(h) of the Act in Form AoC-2 is
attached with this report as Annexure-II.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION & FOREIGN EXCHANGE EARNING AND
OUTGO

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3) (m) of the Act, read with
Rule 8 of the Companies (Accounts) Rules, 2014, is
annexed herewith as Annexure-VII.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE
REGULATORS, COURTS, TRIBUNALS AFFECTING
THE GOING CONCERN STATUS AND COMPANY''S
OPERATIONS IN FUTURE

During the period under review, no significant/material
orders passed by any regulator/court/tribunal impacting
the going concern status and the Company''s operations in
future.

LISTING OF SHARES

The equity shares of your Company are presently listed on
the BSE Limited. The listing fee for the Financial Year
2024-25 has already been paid to the stock exchange.

SECRETARIAL STANDARDS

Pursuant to the provisions of section 118(10) of the Act, the
Company has complied with the applicable provisions of
the applicable secretarial standards issued by the ICSI and
approved by the central government.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

The Company has in place a Policy on Prevention of
Sexual Harassment at Workplace, in line with the
requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013
and the rules made thereunder.

Internal Complaints Committee(s) (“ICC”) at each
workplace of the Company, have been set up to redress

complaints, if any, received regarding sexual harassment.
All employees (permanent, contractual, temporary,
trainees) are covered under this Policy.

The following is the summary of complaints received and
disposed of during the FY 2024-25:

Number of complaints of sexual harassment received in
the year : Nil

Number of complaints disposed of during the year
: Nil

Number of cases pending for more than ninety days
: Nil

STATEMENT WITH RESPECT TO THE COMPLIANCE
TO THE PROVISIONS RELATING TO MATERNITY
BENEFIT ACT, 1961

The Company had complied with the provisions of the
Maternity Benefits Act, 1961.

STATEMENT WITH RESPECT TO THE ADEQUACY OF
INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS

The Directors had laid down Internal Financial Controls
procedures to be followed by the Company which ensure
compliance with various policies, practices and statutes in
keeping with the organization''s pace of growth and
increasing complexity of operations for orderly and
efficient conduct of its business. Systems have been laid to
ensure that all transactions are executed in accordance
with management''s general and specific authorization.
Further, systems are also in place for prevention and
detection of frauds and errors and for ensuring adherence
to the Company''s policies.

RISK MANAGEMENT

The Company follows a practice of identification of various
risks pertaining to the businesses and functions of the
Company. Major risks elements associated with the
businesses and functions of the Company have been
identified and are being addressed systematically through
mitigating actions on a continuing basis.

The Risk Management Committee periodically reviews
and monitors the steps taken by the Company to mitigate
the identified risks elements.

PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016

There were no proceedings initiated /pending against your
Company under the Insolvency and Bankruptcy Code,
2016 which materially impacted the business of the
Company.

DISCLOSURE ON ONE TIME SETTLEMENT

During the year under review, the Company has not
entered into any one-time settlement with the Banks or
Financial Institutions who have extended loan or credit
facilities to the company.

CAUTIONARY STATEMENT

Statements in the Management Discussions & Analysis
Report describing the Company''s projections, estimates,
expectations or predictions may be ''forward looking
statements'' within the meaning of applicable securities
laws and regulations. Actual results could differ materially
from those expressed or implied. Important factors that
would make a difference to the Company''s operations
include demand supply conditions, raw material prices,
changes in government regulations, tax regimes and
economic developments within the country and abroad
and such other factors.

ACKNOWLEDGEMENTS

Your Directors wish to express their grateful appreciation
for the valuable support and co-operation received from

brokers, business associates, vendors, bankers, financial
institutions, investors, stakeholders, registrar and share
transfer agent, and other business affiliates.

The Board places on record its sincere appreciation
towards the Company''s valued customers for the support
and confidence reposed by them in the organization and
the stakeholders for their continued co-operation and
support to the company and look forward to the
continuance of this supportive relationship in future.

Your Directors also place on record their deep sense of
appreciation for the devoted services of the employees
during the period under review.

By Order of the Board of Directors
For Hampton Sky Realty Limited
(Formerly Known as Ritesh Properties and Industries Limited)

Date: 06.09.2025 Sd/- Sd/-

Place: Gurugram (Kavya Arora) (Ketk i G u pta)

Managing Director Joint Managing Director

DIN: 02794500 DIN: 06814775

---

Mar 31, 2024

REVIEW OF PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

Highlights of the Company''s financial performance for the year ended March 31^st, 2024 are as under:

Standalone

• Operating income including the other income was Rs. 18,730.82 lakh.

• Profit before tax for the year Rs. 1335.61 lakhs.

• Net Profit for the year Rs 1367.63 lakhs.

Your Directors have pleasure in presenting the 37^th Annual Report and Financial Statements (Standalone & Consolidated) for the financial year ended March 31^st, 2024.

FINANCIAL HIGHLIGHTS

The Company''s Standalone and Consolidated Financial Performance during the year ended March 31^st, 2024 as compared to the previous years is summarized as below:

Amount (Rs. in lakl
	2023-24		2022-23
Particulars	Consoli dated	Stand alone	Consoli dated	Stand alone
Revenue from operations	23,869.78	18,446.80	7221.22	3842.28
Other Income	374.21	284.02	379.11	197.56
Total Income	24,243.99	18,730.82	7600.33	4039.85
Depreciation and amortization	68.27	62.96	55.86	49.32
Total Expenses	21,216.46	17,395.22	7379.27	4283.57
Profit/(Loss) before exceptional, extraordinary items	3,027.53	1335.61	221.07	(243.72)
Exceptional Item/ Extraordinary item	_	-	-	-
Profit & (loss) before tax	3,027.53	1335.61	221.07	(243.72)
Tax Expense	122.32	(32.02)	(309.79)	(189.58)
Profit/ (Loss) after tax	2,905.21	1367.63	530.86	(54.14)

Consolidated

• Operating income including the other income was Rs. 24243.99 lakhs.

• Profit before tax for the year Rs. 3027.53 lakhs. and

• Net Profit for the year Rs. Rs. 2905.21 lakhs.

During the period under review, the Company got all the approvals to start the construction of the hospital project under name of “Hampton Narayana Super speciality Hospital”.

Company is launching commercial project with a projected investment of Rs. 120 Cr by Financial Year 2024-25. This project is within the Municipal Limits of Ludhiana on NH-5 connecting Ludhiana with Chandigarh.

Further, the Company has launched a new project under the name “Hampton Estate” spread over 12 acres of land has been launched by the Company which includes 111 residential plots of 250 square yards each & commercial properties including 25 brand outlets. It is estimated that the project will be completed in the Financial Year 2023-24.

Furthermore, the Company has changed its registered office from "11/5B, First Floor, Pusa Road, New Delhi 110060” to “205, Second Floor, Kirti Mahal, Rajendra Place, New Delhi 110008”, effective from May 30^th, 2023.

Furthermore, the Board of Directors of the Company in its meeting held on May 04^th, 2023, have altered the object clause of the Memorandum of Association of the Company to include the objects related to distribution, trading, manufacture, import, export, alter, convert, modify, buy, sell, or otherwise deal in any other manner, in electronic systems and devices. Your Company also proposes to expand its operation in future, Further, get the approval from the shareholder through postal ballot dated June 24^th, 2023, for the same.

Furthermore, the name of the Company has been changed from “Ritesh Properties and Industries Limited” to “Hampton Sky Realty Limited” vide special resolution passed at the 36^th Annual General meeting of the Company. A fresh Certificate of Incorporation dated 06^th October, 2023, issued by Registrar.

Furthermore, the Board of Directors of the Company at its meeting held on August 9^th, 2023, have altered the object clause of the Memorandum of Association of the Company to include the object related to 1. To carry on buying, selling, or trading of any goods, articles, products, stocks, commodities, including any kind of material, whether in India or in abroad. 2. To buy, sell, trade, or act as an agent, dealer for any sports equipment, clothing, accessories, memorable to be used for/ in any sports, or to manage or operate the sports activities

including players'' trainings, etc., or to enter into any sponsorship arrangement for any sports or to engage in any activities relating to any sports, game, or related event, in India or abroad. Further, get the approval from the shareholders at their meeting held on September 01^st, 2023.

Furthermore, till the date of this report, your Company has incorporated two wholly owned subsidiary companies and one Joint Venture Company namely:

1. Hampton Sky Hotels Private Limited (Incorporated on August 12^th, 2024) and

2. Hampton Sky Hospitality Private Limited (Incorporated on August 02^nd, 2024)

3. Hampton Sky Farms Private Limited (Joint Venture Company) (Incorporated on August 28^th , 2024)

ACCOUNTING METHOD

Consolidated And Standalone Financial Statements

The Consolidated and Standalone Financial Statements of the Company have been prepared pursuant to Section 129 of the Companies Act, 2013 (“Act”) read with the Companies (Accounts) Rules, 2014 and in accordance with IND AS as notified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time, along with other accounting principles generally accepted in India.

CHANGE IN THE NATURE OF BUSINESS

During the year there was no change in the nature of the business of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

However, the Board of Directors in its meeting held on July 18^th, 2024, gave its approval for the incorporation of two wholly owned subsidiaries of the Company with the name of “Hampton Sky Hotels Private Limited and Hampton Sky Hospitality Private Limited” and to made the investment of funds in Joint Venture Company named is “Hampton Sky Farms Private Limited”.

The proposed hotels would be developed on land owned by Hampton.

AWARD AND SUCCESSION PLANNING

Hampton announces the future plan to expending to venture into hospitality and Hampton Sky Realty Ltd announced on all the approvals received from Government on implementation of 12 Acres commercial project in Ludhiana on National Highway within the Municipal Limits of the City. This is on NH-5 from

Ludhiana-Chandigarh Road. The project will have a built-up area of 6,00,000 Sqft.

Further, the company vouchsafe with the award” Global Excellence Awards 2024” and “Achiever Awards 2024”

DIVIDEND

The Board of Directors of your Company, after considering holistically the relevant circumstances, has decided that it would be prudent to plough back the profit for further growth and projects to be undertaken by the Company and to strengthen the working capital of the Company, not to recommend any Dividend for the year under review.

TRANSFER TO RESERVES

The Board of Director of your Company has decided not to transfer any amount to the reserves for the year under review.

INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”)

In accordance with the applicable provisions of the Act read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all unclaimed dividends are required to be transferred by the Company to the IEPF, which remain unpaid or unclaimed for a period of seven years, from the date of transfer to Unpaid Dividend Account.

Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven consecutive years or more shall be transferred to the Demat account of the Investor Education and Protection Fund Authority (“IEPF Authority”).

During the year under review, no amount of the unclaimed/unpaid dividend and any such share in the Company were due to be transferred to the IEPF Authority.

SHARE CAPITAL AND CHANGES IN SHARE CAPITAL Authorized Share Capital

The Authorised share capital of the Company as on 31^st March, 2024 was Rs. 28,15,00,000/- (Rupees Twenty-Eight Crores Fifteen Lakhs Only) divided into 28,15,00,000 (Twenty-Eight Crores Fifteen Lakhs) shares of Re. 1/- each (Rupee One only).

Paid-up Share Capital

The paid-up capital of the Company as on 31^st March 2024 remained at Rs. 27,42,07,700/- (Rupees Twenty-Seven Crores Forty-Two Lakhs Seven Thousand Seven Hundred) divided into 27,42,07,700 (Twenty-Seven Crores Forty-Two Lakhs Seven Thousand Seven Hundred) Equity Shares of Re. 1/- each (Rupee One only). (Out of the aforesaid total paid-up share capital, trading approval of 1,69,13,860 (One Crore Sixty-Nine Lakhs Thirteen Thousand Eight Hundred and Sixty) Equity Shares of Re. 1/- each (Rupee One only) was obtained

from BSE Limited on April 12, 2023.

Further Company''s equity shares are listed on BSE Limited (“BSE”) and at the closure of Financial Year 2023-24, none of the Directors or Key Managerial Personnel of the Company holds any instruments convertible into equity shares of the Company. All the Shares held by the Promoters are in dematerialized form. The Company has also not issued any shares with differential voting rights or has granted any stock options or sweat equity during the Financial Year 2023-24.

CREDIT RATINGS

The Company has not issued any debt instruments and does not have any fixed deposit programme or any scheme or proposal involving mobilization of funds in India or abroad during the Financial Year ended 31^st March 2024. Accordingly, credit rating is not required.

DEPOSITS FROM PUBLIC

During the year under review, your Company has not accepted/ renewed any deposits within the meaning of Sections 73 to 76A of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

LISTING

During the year, the Company obtained trading approval of 12,22,145 (Twelve Lakhs Twenty-Two Thousand One Hundred and Forty-Five) equity shares of the face value of Rs. 10/- each (Rupees Ten Only) from the BSE Limited on April 06^th, 2022. These shares were issued to Findoc Finvest Private Limited (“Findoc”), a promoter group company upon conversion of Optionally Fully Convertible Debentures (“OFCD”).

Further, the Company obtained trading approval for 1,69,13,860 (One Crore Sixty-Nine Lakh Thirteen Thousand Eight Hundred Sixty) equity shares of Re. 1/- each (Rupee One only) from the BSE Limited on April 12^th, 2023. The said shares were issued to the Findoc upon conversion of OFCDs.

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A) REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), is presented in a separate section and marked as Annexure VI, forming part of this Annual Report.

CORPORATE GOVERNANCE

Your Company is committed to benchmark itself with global standards for providing good corporate governance. Your Board constantly endeavours to take the business forward in such a way that it maximizes long term value for the stakeholders. The Company has put in place an effective corporate governance system which ensures that the provisions of SEBI Listing Regulations are duly complied with.

Parameters of statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from Secretarial Auditors confirming compliance with the requirements of SEBI Listing Regulations forms part of Annual Report and marked as Annexure VIII.

Further, the CEO/CFO Certificate as prescribed under SEBI Listing Regulations is also presented in separate section forming part of Integrated Annual Report.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company holds 55% shares in subsidiary partnership firm Finton Homes. The Company further holds 100% shares in its subsidiary viz. RPIL Healthcare Private Limited incorporated w.e.f. February 20^th, 2023.

The Consolidated Audited Financial Results for the Financial year ended March 31^st, 2024, represent the result of the Company including its subsidiary partnership firm, Finton Homes and wholly owned subsidiary RPIL Healthcare Private Limited. A separate statement containing the salient features of the financial statement of subsidiaries, joint ventures and associates in Form AOC-1 is attached with this annual report as Annexure - XII

Further, the Board of Directors in its meeting held on July 18^th, 2024, gave its approval for the incorporation of two wholly owned subsidiaries of the Company with the name of “Hampton Sky Hotels Private Limited and Hampton Sky Hospitality Private Limited” and made the investment of funds in Joint Venture Company named is Hampton Sky Farms Private Limited.

The audited standalone financial statement including the consolidated financial statement of the Company, and all other documents required to be attached thereto is available on the Company''s website and can be accessed at www.hamptonskv.in.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

Composition

The Composition of Board of Directors during the Financial Year ended March 31^st, 2024, is in conformity with Regulation 17 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 (“Listing Regulations”) read with Section 149 of the Act, and the provisions of the Articles of Association of the Company.

As on March 31^st, 2024, the Board comprised of a Managing Director, Two (2) Whole Time Director and Four (4) nonexecutive Independent Directors including 1 (one) Independent Woman Director. The Board has the requisite qualifications, experience, expertise, and holds high standards of integrity. A list of key skills, expertise, and core competencies of the Board, including the Independent Directors, is provided in corporate governance report.

During the year and after the end of the year and up to the date of this Report, the following appointment and re-appointment of Directors have taken place:

Appointments

1. Pursuant to recommendation of the Nomination and Remuneration Committee, the Board had on October 27^th, 2023, approved the appointment of Mr. Deva Pampapathi Reddy (DIN: 01939650) as a Non-executive Independent directors of the Company for a term of 5 years and same had been approved by shareholder of the Company via a Special Resolution passed in Extra-Ordinary General Meeting held on January 25^th, 2024.

Mr. Deva Pampathi Reddy (D.P. Reddy) is a retired I.A.S. officer and also served as an Additional Chief Secretary cum Financial Commissioner in Punjab Government. He is proficient in English, Science and Law graduate with double masters (Economic and Geography) with proven records of accomplishment of delivering sustainable results in a time bound manner, revenue enhancement, innovative solutions and management skills.

The Board is of the view that his appointment as an Independent Director would be in the best interest of the Company and feels that the Company would immensely benefit from Mr. Deva Pampapathi Reddy''s appointment.

2. Further, pursuant to recommendation of the Nomination and Remuneration Committee and subject to the approval of the members at the ensuing Annual General Meeting, the Board of Directors of the Company in its meeting held on May 14^th, 2024 has appointed Ms. Sandhya Arora (DIN: 07425174) as Additional Director designated as NonExecutive Non-Independent Director of the Company.

Ms. Sandhya Arora (DIN: 07425174), is a successful business woman. Ms. Sandhya Arora is already holding a position of Director in Femmella Fashions India Limited and having an experience of around 9 years and she is well-versed with textile and fashion industry.

Cessation

1. Mr. Roop Kishore Fatehpuria, (DIN 00887774) WholeTime Director of the Company, on April 01^st, 2024 has ceased from the Board of Directors of the Company and committees thereof, citing the demise. He has been a longstanding member of the Company and has actively contributed to all Board discussions.

The Company immensely benefited from his vision and leadership during his tenure. His demise is a profound loss to the Company, and we extend our sincere condolences to his family.

2. Ms. Sandhya Arora (DIN: 07425174), has resigned as Additional Director designated as Non-Executive NonIndependent Director of the Company from the closure of business hours on August 12, 2024 due to personal and unavoidable circumstances.

Retirement by rotation and subsequent re-appointment

Pursuant to the provisions of Section 152 of the Act and the Articles of Association of the Company Mr. Kavya Arora, Director of the Company being liable to retire by rotation, shall retire at the ensuing Annual General Meeting (AGM) and being eligible, offers his candidature for re-appointment. The brief resume and other details, as required under the Regulation 36(3) of the Listing Regulations, of the Directors seeking appointment / re-appointment at the ensuing AGM are provided in the Notice of the AGM of the Company which forms part of the Annual Report.

Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel (hereinafter referred to as “KMP”) of the Company as on March 31^st, 2024, in accordance with the provisions of Section 2(51) and Section 203 of the Act, read with the rules framed thereunder: -

1. Mr. Sanjeev Arora, Chairman and Managing Director

2. Mr. Kavya Arora, Whole Time Director

3. Mr. Roop Kishore Fatehpuria, Whole Time Director

4. Mr. Deepak Sharma, Chief Financial Officer

5. Ms. Tarandeep Kaur, Company Secretary & Compliance Officer

Declaration by the Company

The Company has issued confirmation to its Directors, confirming that it has not made any default under Section 164(2) of the Act, as on March 31^st, 2024.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors pursuant to Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1) (b) of the SEBI Listing Regulations confirming that they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder. The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct for Directors and Senior Management Personnel.

In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

In the opinion of the Board, they fulfil the condition for appointment/ re-appointment as Independent Directors on the Board. Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iii (a) of the Companies (Accounts) Rules, 2014.

The Independent Directors have also confirmed that they have registered themselves with the Independent Director''s

Database maintained by the Indian Institute of Corporate Affairs pursuant to Section 150(3) of the Act read with sub-rule (3) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and confirmed their compliance with the Code for Independent Directors, as prescribed in Schedule IV to the Companies Act, 2013, and the Code of Conduct and Business Ethics for Board Members and Senior Management of the Company.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors/Employees of the Company is set out in Annexure-IV to this Report.

The remuneration paid to the Directors is in accordance with the Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations (including any statutory modification(s) or reenactments) thereof for the time being in force).

Remuneration Policy

Pursuant to provisions of Section 178 of the Act and the SEBI Listing Regulations, the Nomination, Remuneration and Compensation Committee (“NRC Committee”) has formulated a Remuneration Policy for the appointment and determination of remuneration of the Directors including criteria for determining qualifications, positive attributes, independence of a director, Key Managerial Personnel, Senior Management Personnel and other employees of your Company.

The NRC Committee has approved a policy on appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the NRC Committee. The broad parameters covered under the Policy are - Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (Other than Managing/ Wholetime Directors), Key-Executives and Senior Management and the Remuneration of other employees. The Company''s Policy relating to appointment of Directors, payment of managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Act is furnished and forms part of this Report.

The detailed Policy is available on the Company''s website at

www.hamptonskv.in

DETAILS OF BOARD MEETING HELD DURING THE YEAR

The Board of Directors met five times during the Financial Year 2023-24. Details of the Board Meetings and attendance at the

meetings held during the Financial Year 2023-24 have been provided in the Corporate Governance Report, which forms part of this report.

COMMITTEES OF THE BOARD

The Board of Directors has constituted following Committees: Audit Committee

Nomination and Remuneration Committee Stakeholders'' Relationship Committee Corporate Social Responsibility (CSR) Committee Risk Management Committee.

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report forming part of this report.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and Regulation 25(3) & (4) of the SEBI Listing Regulations, the Independent Directors in their meeting held on March 28, 2024, have evaluated the performance of Non-Independent Directors, Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company''s Management and the Board. The NRC Committee has also carried out evaluation of performance of every director of the Company.

On the basis of evaluation made by the Independent Directors and the NRC Committee and by way of individual and collective feedback from the Non-Independent Directors, the Board has carried out the annual performance evaluation of the directors individually as well as evaluation of the working of the Board as a whole and committees of the Board.

The SEBI Listing Regulations mandate the Board of listed companies to monitor and review the Board Evaluation framework. Section 134(3) of the Act read with the Rule 8 of the Companies (Accounts) Rules, 2014 made there under further provides that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV to the Act read with the Rules issued there under and Regulation 17(10) of the SEBI Listing Regulations states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and individual Directors pursuant to the provisions of the Act and Regulation 17(10) of the SEBI Listing Regulations.

The Board evaluation exercise for financial year 2023-24 was carried out by way of internal assessments done based on a combination of detailed questionnaires and verbal discussions. The questionnaire for evaluation of the performance of Board was based on board composition, experience & competencies, understanding of business and competitive environment, quality of discussion at the board meeting, time spent by the

board on the Company''s long-term goals and strategies. The questionnaire for evaluation of the committee(s) was based on understanding of the terms of reference, discharge of its duties, performance of the committee, composition of the committee.

Evaluation Outcome

The evaluation brought to notice that the sharing of information with the Board, its timeliness, the drafting of agenda notes and the content thereof as well as the drafting of the minutes were found to be satisfactory. All the Board Members were satisfied with the way the affairs of the Company were conducted.

AUDITORS AND AUDITORS'' REPORT

Statutory Auditors & their Report

Pursuant to the provision of Section 139 of the Act and rules made thereunder, M/s Khandelwal Jain & Co., Chartered Accountants (FRN 105049W) were appointed as Statutory Auditors for a first term of 05 (five) consecutive years, to hold office from the conclusion of the 33^rd Annual General Meeting held on December 28^th, 2020 until the conclusion of 38^th Annual General Meeting for auditing the accounts of the Company from the financial year 2020-2021 to 2024-2025.

The Statutory Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

M/s Khandelwal Jain & Co., Chartered Accountants, have submitted their report along with the standalone and consolidated financial statements of the Company for the financial year ended March 31^st, 2024, forms part of this Annual Report. The Auditor''s Report read together with the notes to accounts is self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. Further, no qualification, reservation or adverse remark or disclaimer is made by the Statutory Auditor in his report.

Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Act.

Secretarial Auditors & their Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with SEBI listing Regulation and on the recommendation of the Audit Committee, the Board of Directors at its meeting held on January 31^st, 2024, had appointed MZ & Associates, Company Secretaries, (Peer Review Firm No. 757/2020) as Secretarial Auditor of the Company for conducting the Secretarial Audit of the Company for the Financial Year 2023-24.

Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as Annexure- I. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report. During the Financial Year ended March 31^st, 2024, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

Cost Auditors & their report

The central government has not prescribed the maintenance of cost records under sub-section (1) of section 148 of the Act for the products of the Company and requirement of cost audit as stipulated under the provisions of section 148 of the Act, are not applicable for the business activities carried out by the Company.

Internal Auditors

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014 and on the recommendation of the Audit Committee, the Board of Directors had appointed M/s. AKGSR & Company, Chartered Accountant as an internal auditor of the Company for the Financial Year 2023-24 to conduct internal audit of the functions and activities of the company. Internal Auditors are appointed by the Board of Directors of the Company on a yearly basis

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There were no proceedings initiated /pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impacted the business of the Company. Therefore, the requirement to disclose the details of an application made or any proceeding pending during the year is not applicable.

VIGIL MECHANISM/ WHISTLE-BLOWER POLICY

Pursuant to the provisions of Section 177(9) & (10) of the Act and the SEBI Listing Regulations, the Company has framed a ''Whistle Blower Policy'' to establish Vigil Mechanism for directors and employees to report genuine concerns. The policy is revised from time to time to align it with applicable regulations and/ or with organisations suitability. The latest policy is available on the website of the Company and the web link of the same is provided in the Corporate Governance Report. This policy provides a process to disclose information, confidentially and without fear of reprisal or victimization, where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrong doing within the Company. The Company ensures that no personnel is denied access to the Chairperson of the Audit Committee.

During Financial Year 2023-24, no complaint was received, and no individual was denied access to the Audit Committee for reporting concerns, if any.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has robust internal financial controls (IFC) systems commensurate with the nature and size of its business operations and operating effectively and no material weakness exists. The IFC is in line with requirement of the Act and is intended to increase transparency & accountability in an organisation''s process of designing and implementing a system of internal control and a system facilitating mapping with role-based authority to business & functional team to ensure smooth conduct of their operations across the organisation.

The Company follows a practice of identification of various risks pertaining to different businesses and functions of the Company. Major risks elements associated with the businesses and functions of the Company have been identified and are being addressed systematically through mitigating actions on a continuing basis.

The Audit Committee periodically reviews and monitors the steps taken by the Company to mitigate the identified risks elements.

ANNUALRETURN

Pursuant to the Section 92(3) and 134(3)(a) of the Act. The Annual Return of the Company for the Financial Year ended March 31^st, 2024, is available on the Company''s website at www.hamptonskv.in.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Loans, Guarantees and Investments under section 186 of the Act form the part of the notes to the financial statements provided in this annual report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has adopted a “Policy on Dealing with and Materiality of Related Party Transactions”, in accordance with the provisions of the Act and Regulation 23 of the SEBI Listing Regulations, inter-alia, providing a framework for governance and reporting of Related Party Transactions including material transactions and threshold limits for determining materiality.

The said Policy is also available on the website of the Company at the web-link: www.hamptonskv.in

Pursuant to the provisions of Sections 177, 188 of the Act and the Rules made thereunder read with Regulation 23 of Listing Regulations, all related party transactions (RPTs) are placed before the audit committee for the review purpose. All contracts/ arrangements/ transactions during the Financial Year 2023-24 entered into by the Company with related parties were in ordinary course of business and on arm''s length basis. The Company has not entered into any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions. During the period under review, the Company has not entered into materially significant related party transactions that may have potential conflict with the interest of the Company at large. The details of the related party transactions as per Indian Accounting Standards (IND-AS)-24 are set out in Notes to accounts to the Financial Statements of the Company.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for Financial Year 2023-24 and hence does not form part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure-V

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In Compliance of the Section 135 of the Act read with the rules made thereunder, as amended, and applicable from time to time, detailed annual report on CSR activities undertaken by the Company during the year is given as Annexure-VII.

CSR policy is available on the Company''s website at www.hamptonskv.in.

The Company has spent the CSR amount till date. Details of the CSR expenditure has been provided in annual report on CSR annexed with this annual report.

DISCLOSURE ON ONE TIME SETTLEMENT

During the year under review, the Company has not entered into any one-time settlement with the Banks or Financial Institutions who have extended loan or credit facilities to the company.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS, TRIBUNALS AFFECTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the period under review, there were no significant and material orders passed by any regulator/court/tribunal impacting the going concern status and the Company''s operations in future.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the rules made thereunder.

Internal Complaints Committee(s) (“ICC”) at each workplace of the Company, have been set up to redress complaints, if any, received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

No complaint was received from any employee of the Company during the Financial Year 2023-24.

SIGNIFICANT DEVELOPMENTS

Although, the Company has achieved various milestones

which have already been set out in the Management Discussion and Analysis forming part of the Annual Report, however there were no significant developments during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)© of the Act, the Directors confirm that:

(a) in the preparation of the annual accounts, 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 at the end of the Financial Year March 31^st, 2024 and of the profits 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 Act 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; and

(e) 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.

(f) 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.

LISTING OF SHARES

The equity shares of your Company are presently listed on the BSE Limited. The listing fee for the Financial Year 2024-25 has already been paid to the credit of the stock exchange.

SECRETARIAL STANDARDS

Pursuant to the provisions of section 118(10) of the Act, the Company has complied with the applicable provisions of the applicable secretarial standards issued by the ICSI and approved by the central government.

REPORTING PRINCIPLE

The financial and statutory data presented in this Report is in line with the requirements of the Act (including the rules made thereunder), Indian Accounting Standards and the Secretarial Standards.

REPORTING PERIOD

The financial information is reported for the period April 1^st, 2023, to March 31^st, 2024. Some parts of the non-financial information included in this Board''s Report are provided as on the date of this Report.

Statements in the Management Discussions & Analysis Report describing the Company''s projections, estimates, expectations or predictions may be ''forward looking statements'' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company''s operations include demand supply conditions, raw material prices, changes in government regulations, tax regimes and economic developments within the country and abroad and such other factors.

GENERAL

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions or events on these items during the year under review:

a) Receipt of any remuneration or commission from any of its subsidiary companies by the Managing Director of the Company.

b) There was no revision of the previous year''s financial statements during the Financial Year under review.

PERSONNEL

Your Directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers at all levels and for their dedication and loyalty, which has been critical for the Company''s success.

ACKNOWLEDGEMENTS

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from subbrokers, business associates, vendors, bankers, financial institutions, investors, stakeholders, registrar and share transfer agent, other business affiliates and media.

The Board places on record its sincere appreciation towards the Company''s valued customers for the support and confidence reposed by them in the organization and the stakeholders for their continued co-operation and support to the company and look forward to the continuance of this supportive relationship in future.

Your Directors also place on record their deep sense of appreciation for the devoted services of the employees during the period under review.

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Mar 31, 2015

Dear Members,

The Directors have the pleasure in presenting the 28th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

Amount (Rs. In Lacs)

Particulars 2014-2015 2013-2014

Operating and other income 887.24 1119.74

Profit/(Loss) before Depreciation 229.04 250.49

Less: Depreciation 28.00 21.29

Profit/(Loss) for the year before Tax 201.04 229.20

Less: Provision for taxation - (21.50)

Profit/(Loss) after Tax 201.04 207.70

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the year under review your company's operating and other income was of Rs. 887.24 lacs (previous year Rs. 1119.74). The company has earned a profit of Rs. 201.04 lacs (Previous year profit of Rs 207.70) during the period under review.

INFORMATION ON STATE OF COMPANY'S AFFAIR

The Company has started its journey in the year 1987 with manufacturing, cultivating, buying, selling, procuring or dealing in agricultural products. The Company has diversified its business in due course of time and entered in the real estate business, and presently Company is mainly engaged in real estate activities.

DIVIDEND

In the absence of adequate profits during the year under review your directors do not recommended any dividend to the share holders.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 does not apply.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

Profit of current year has been transfered to the Reserves & Surplus

CHANGES IN SHARE CAPITAL

There is no change in the Share capital of the company during the Financial Year 2014-15.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has given loans or guarantees covered under Section 186 of the Companies Act, 2013. The details of the loans & advances given by Company are annexed in "Annexure I".

AUDITORS

I) Statutory Auditors

At the Annual General Meeting held on 25th September, 2014, M/s S.M. Mathur & Co., Chartered Accountants, New Delhi were appointed as Statutory Auditors of the Company to hold the office till the conclusion 32nd AGM of the company in terms of provisions of section 139 of the Companies Act, 2013. The Appointment of Statutory Auditors shall be placed for ratification at every general meeting. Accordingly, the appointment of M/s S.M. Mathur & Co., as Statutory Auditor is placed for ratifications by the members.

ii) Secretarial Auditors

M/s.B.K Gupta & Associates, Company Secretaries, Ludhiana has been appointed as Secretarial Auditors of the company by board to conduct the secretarial audit for the financial year 2014-15.

iii) Internal Auditor

M/s Ashok S hashi & Co. Chartered Accountant, has been appointed as an Internal Auditor of the company under section 138 of Companies Act, 2013 to conduct internal audit of functions and activities of the company.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Pursuant to Section 197(12) of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company required to disclose information related to remuneration paid during the year. The detailed information in this regard is annexed to this report as "Annexure II".

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. The Board of Directors of the Company have Adopted related Party transaction policy and same is available on following link http://riteshindustries.us/related- partv-transaction-policv.pdf.

Further all the necessary details of transaction entered with the related parties as defined under Section 188 of the Companies Act, as defined under Section 2 (76) of the said Act are attached herewith in form No.AOC-2 for your kind perusal and information as "Annexure III".

DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 134(3) (v) OF THE COMPANIES, ACT 2013

No material changes and commitments have taken place between the end of the financial year of the Company to which balance sheet relates and date of report, which affects the financial position of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The information pertaining to conservation of energy, technology absorption and Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as "Annexure IV".

EXTRACT OF ANNUAL RETURN IN FORM MGT-9 AS PER THE REQUIREMENT OF SECTION 92(3), SECTION 134(3)(a) AND RULE 11 OF THE COMPANIES (MANAGEMENT AND ADM- INISTRATION) RULES, 2014 In compliance with the above said provisions the extract of the Annual Return have been annexed with the Board's report in form MGT-9 as Annexure-V.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

1. In accordance with provisions of Articles of Association of the Company, Mr. Sanjeev Arora, Chairman-cum- Managing Director of your Company, retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offers himself for re- appointment. The Board of Directors recommended his appointment for consideration of the members at the forthcoming Annual General Meeting.

2. Since the tenure of appointment of Mr. Roop Kishore Fathepuriya expires on 31.08.2015, the Board recommends his re-appointment w.e.f.01.09.2015 for a further term of five years.

3. Since the tenure of appointment of Mr. Sanjeev Arora expires on 31.03.2016, the Board recommends his re- appointment w.e.f.01.04.2016 for a further term of five years.

DECLARATION OF INDEPENDENCE BY INDEPEN- DENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013

Presently the Company have three Independent Directors namely Sh. Surendar Kumar Sood, Sh. Gurpreet Singh Brar & Ms. Shweta Sehgal who have given declaration that they meet the eligible criteria of independence as provided in sub-section (6) of the Companies Act, 2013.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

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

NUMBER OF MEETINGS

During the Financial year 2014-2015 under review, 8 meetings of Board of Directors and 4 Meetings of Audit Committee of the Company were held. Detailed information about the meetings is given in corporate governance report which forms the part of Annual Report.

RISK MANAGEMENT POLICY

The Board of Directors of your Company in its meeting held on 14.11.2014 adopted the Risks Management Policy. The policy establishes the process for the management of risk faced by Ritesh Properties and Industries Limited. The aim of risk management is to maximize opportunities in all activities and to minimize adversity. This policy applies to all activities and processes associated with the normal operations of Ritesh Properties and Industries Limited.

The purpose of the Committee is to assist the Board of Directors in fulfilling its responsibilities with regard to enterprise risk management. Further, the Committee strives to assist the Board in framing, implementing and monitoring the risk management plan for the Company and reviewing and guiding the risk policy.The Board of Directors of the Company have Adopted Risk Management Policy and same is available on following link http://riteshindustries.us/risk-management-Policv.pdf. EVALUATION BY BOARD OF ITS OWN PERFOR- MANCE, ITS COMMITTEE AND INDIVIDUAL DIRECTORS WITH REFERENCE TO SECTION 134 (3) (p) OF THE COMPANIES ACT, 2013 AND RULE 8(4) OF THE COMPANIES (ACCOUNTS) RULES 2014 AND CLAUSE 49 OF IV(B) OF THE LISTING AGREEMENT Pursuant to the above said provisions of the Companies Act, 2013, Rules thereof and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, directors individually as well as the evaluation of the Committees as per the Criteria laid down in the Nomination Remuneration Evaluation policy. Further the Independent directors have also reviewed the performance of the Non-Independent Directors and Board as a whole including reviewing the performance of the Chairperson of the Company taken into account the views of the Executive Directors and Non Executive Directors vide there separate meeting held on 31.03.2015 at the Registered office of the Company.

DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION 134(3) (e) AND SECTION 178(3)

The Board of Directors of your Company in its meeting held on 14/11/2014 reconstituted Nomination & Remuneration Committee with the requisite terms of the reference as required under Section 178 of the Companies Act, 2013 and other applicable provisions thereof in place of existing Remuneration Committee. The said Committee framed, adopted and recommended "Nomination & Remuneration Evaluation Policy" vide its committee meeting dated 14/11/2014. The said policy is attached with the Board Report as per " Annexure VI"

AUDIT COMMITTEE

Audit Committee of the company is reconstituted on 14th November, 2014 with the objectives to monitor, supervise and effective management of company's finance, to ensure effective internal financial controls and risk management systems with high level of transparency and accuracy.

The Audit Committee comprised of Sh. Surendar Kumar Sood (Chairman), Sh. Roop Kishore Fathepuriya (Member), Sh. Gurpreet Singh Brar(Member). The composition of the Audit Committee consists of independent Directors viz., Sh. Surendar Kumar Sood and Sh. Gurpreet Singh Brar who form the majority. The Committee met four times during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report.

DISCLOSURE IN RELATION TO VIGIL MECHANISM

The Board of Directors of the Company in its meeting held on 14/11/2014 adopted the Vigil Mechanism Policy in compliance of Companies Act, 2013. The Policy is formulated to provide opportunity to employees and directors to report to management concerns about unethical behavior, actual or suspended fraud or violation of the Code of conduct or policy. The mechanism provides for adequate safeguards against victimisation of employees and directors who express their concerns and also provides for direct access to Chairman/ Chairman of Audit Committee in exceptional cases. The policy is applicable to all employee and directors of the Company.

The policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board may be accessed on the Company's website at the link: http://www. http://riteshindustries.us/Whistle-Blower-Policy.pdf

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement, the report on Corporate Governance together with Auditor's Certificate on compliance with this regard and Managing Director's declaration in this regarding compliance of code of conduct by Board Members and Senior Management Personnel is attached and forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report as required under the Listing Agreements with the Stock Exchange is annexed and forms part of this Annual Report.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report in format MR-3 by M/s. B.K Gupta & Associates, Company Secretaries, Ludhiana, Secretarial Auditors is annexed with the Board Report as "Annexure VII".

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31st March, 2015 the Company have two Subsidiaries:-

I) Femella Fashions Limited ii) Catalina Bay USA INC.

The Company has prepared Consolidated Financial Statement in strict compliance with applicable accounting standards and listing agreement(s) executed with the Stock Exchange where the Shares of the Company are listed. In Compliance with the Clause 32 of the Listing Agreement, audited consolidated financial statements form part of this report.

The accounts of the Subsidiary Companies and the related detailed information will be made available to any shareholder of the Holding as well as the Subsidiary Companies seeking such information at any point of time and are also available for inspection by the members of the Company as well as Subsidiary Companies at the registered office of the Company and subsidiaries concerned.

The management of the Company has decided to sell off its entire holding of Femella Fashions Limited & Catalina Bay USA to the Directors and their relatives on 22nd April.2015, Consequently as on date the Company does not have any Subsidiary Companies.

Further, the information regarding subsidiary/associate companies is provided in AOC-1 annexed herewith as "Annexure-VIII".

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that:-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) They 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) They had 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) They had prepared the annual accounts on a going concern basis; and

(e) They had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITOR'S REPORT

There are no qualifications in the Statutory Auditor's Report.

DETAILS OF THE STOCK EXCHANGES WHERE THE SHARE ARE LISTED

The Company's Equity Shares are presently listed at the following Stock Exchange:

I) Bombay Stock Exchange Limited (BSE)

The Company has paid Annual Listing Fee to Bombay Stock Exchange Limited (BSE).

GENERAL DISCLOSURE

Your Director state that No Disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under Review

1. Details relating to Deposits covered under Chapter V of the Act

2. Issue of Equity Shares with Differential right, as to dividend, voting or otherwise

3. Issue of shares with including sweat equity shares to employees of the company under any scheme

4. No significant or Material order were passed by the regulators or courts or tribunal which impact the going concern states and company's operation in future, your director further state that during the year under review, there were no case filed pursuant to sexual harassment of women at workplace (prevention, prohibition and Redressal) Act, 2013.

ACKNOWLEDMENT

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from sub- brokers, business associates, vendors, bankers, financial institutions, investors, stakeholders, registrar and share transfer agent, other business affiliates and media.

The Board places on record its sincere appreciation towards the Company's valued customers for the support and confidence reposed by them in the organization and the stakeholders for their continued co-operation and support to the company and look forward to the continuance of this supportive relationship in future.

Your Directors also places on record their deep sense of appreciation for the devoted services of the employees during the period under review.

For and on Behalf of the Board For Ritesh Properties and Industries Limited

sd/- Place : New Delhi (Sanjeev Arora) Date: 14.08.2015 Chairman-cum-Managing Director DIN:00077748 1108/1, Tagore Nagar, Civil Lines Ludhiana- 141001

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Mar 31, 2010

The Directors have pleasure in presenting the Twenty Third Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS

Particulars Amount (Rs. In Lacs)

2009-2010 2008-2009

Operating income 245.91 98.39

Profit/(Loss) before Depreciation 40.99 (235.48)

Less: Depreciation 29.35 39.22

Profit/(Loss) for the year before Tax 11.64 (274.70)

Provision for taxation

Provision for fringe

benefit tax - 10.12

Profit/(Loss) after Tax 11.64 (284.82)

OPERATIONAL REVIEW

During the year under review your companys operating income was of Rs. 245.91 lacs. The company has earned a profit of Rs. 11.64 lacs as compared to loss of Rs. 284.42 lacs during the previous year.

SUBSIDIARIES

The company has following subsidiary companies the details which are given below.

Femella Fashions Private Limited, a wholly owned subsidiary was incorporated on 29th day of June, 2007 to Venture into Retailing of garments & accessories. The companys operating income was Rs. 91.81 lacs during the year under review.

Catalina Bay USA INC The Company holds during the year under review 100 % shareholding in Catalina Bay USA Inc., a company established in USA in the business of garments. This will help the company in establishing its brands in USA Catalina Bay USA Inc. is marketing company in USA situated in Virignia on the outskirts of Washington DC. Catalina Bay is a distributor of companys products in USA as per customer requirements. It has network all over USA through Distributor network.

A statement under Section 212 of the Companies Act, 1956, relating to the subsidiaries of the company viz; Femella Fashions Private Limited and Catalina Bay USA Inc. is enclosed herewith together with Annual Reports of the respective Companies.

DIRECTORS

Sh. Rajiv Arora, Director of the Company who retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Sh. Roop Kishore Fatehpuria, Director of the Company has been re-designated as Executive Director by the Board in their meeting held on 31.08.2010 subject to the approval of shareholders.

DIVIDEND

In the absence of adequate profits during the year under review your directors do not recommended any dividend to the shareholders.

PUBLIC DEPOSITS

The Company has not accepted any deposits during the year under review.

AUDITORS

M/s Bhushan Aggarwal & Co., Chartered Accountants, Ludhiana Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting. Pursuant to a Special Notice received from a shareholder, the Audit Committee and the Board recommend the appointment of M/s S.M. Mathur & Co. Chartered Accountants, New Delhi as statutory auditors of the Company in place of M/s Bhushan Aggarwal & Co., Chartered Accountants, Ludhiana.

As regards Auditor1 observation on tax (Fringe Benefit) payable of Rs. 18.71 Lacs will be deposited by the company after assessing by the Income Tax authorities and other observation are self explanatory and therefore do not call for any further comments.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 the Directors confirm:

i. That in preparation of the annual accounts, the applicable accounting standards had been

followed along with proper explanation relating to material departures.

ii. That 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 31sl March, 2010 and other Statements of Accounts of the Company for the year ended 31 st March, 2010.

iii. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 in safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors had prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The composition of the Audit committee as on 31st March 2010 is as under.

Sh. PranArora

- Sh. Surinder K.Sood Sh. Rajiv Arora

REMUNERATION COMMITTEE

The composition of the Remuneration committee as on 31sl March 2010 is as under.

- Sh. Surinder K. Sood Sh. PranArora

Sh. Rajiv Arora

PAYMENT OF LISTING FEE

The company has paid listing fees to the Bombay Stock Exchange. Further the Company has filed delisting application with Delhi Stock Exchange.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING ANDOUTGO

Information as per Section 217(1) (e), read with Companies (Disclosure of Particulars in the report of

Board of Directors) Rules, 1988 are given in the Annexure forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Mangement Disscussion and Analysis Report as per Clause 49 of the listing agreement are given in the Annexure forming part of this Report.

CORPORATE GOVERNANCE REPORT

Corporate Governance Report as per Clause 49 of the listing agreement are given in the Annexure forming part of this Report.

PERSONNEL

The Management-Employees relations remained very cordial throughout the year. Your Directors wish to place on record their appreciation of sincere and devoted services rendered by all the workers and staff at all levels.

PARTICULARS OF EMPLOYEES U/S 217(2A) OF THE COMPANIES ACT, 1956

There was no employee who falls under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) (Amendment) Rules, 2002.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude, the continuing co-operation and assistance rendered by Financial Institutions, Banks, Government Agencies, Suppliers and other organization in the working of the Company.

For and On behalf of the Board For Ritesh Properties and Industries Limited

Place : Ludhiana sd/-

Dated : 31.08.2010 (Pran Arora) Chairman

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Mar 31, 2009

The Directors have pleasure in presenting the Twenty Second Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2009.

FINANCIAL RESULTS

Particulars Amount (Rs. In Lacs)

2008-2009 2007-2008 (Revised) (Revised)

Operating income 98.39 231.36

Profit/(Loss) before Depreciation 235.48 381.80

Less: Depreciation 39.22 32.29

Profit/(Loss) for the year before Tax (274.70) (414.09)

Provision for taxation Provision for fringe benefit tax 10.12 8.60

Profit/(Loss) after Tax (284.82) (422.69)

OPERATIONAL REVIEW

During the year under review your companys operating income was of Rs. 98.39 lacs. The company has incurred a loss of Rs. 284.82 lacs as compared to Rs. 422.69 lacs during the previous year.

SUBSIDIARIES

The company has following subsidiary companies the details of which is given below:

Femella Fashions Private Limited, a wholly owned subsidiary was incorporated on 29th day of June, 2007 to Venture into Retailing of garments & accessories. The companys operating income was Rs. 108.73 lacs, during the year under review.

Catalina Bay USA INC The Company holds during the year under review 100 % shareholding in Catalina Bay USA Inc., a company established in USA in the business of garments. This will help the company in establishing its brands in USA Catalina Bay USA Inc. is marketing company in USA situated in Virignia on the outskirts of Washington DC. Catalina Bay will be a distributor of companys products in USA as per customer requirements, It has network all over USA through Distributor network. The company recorded a sales volume of $ 36,226.42 during the year under review.

A statement under Section 212 of the Companies Act, 1956, relating to the subsidiaries of the company viz; Femella Fashions Private Limited and Catalina Bay USA is enclosed herewith together with Annual Reports of the respective Companies.

DIRECTORS

Sh. Pran Arora, Director of the Company who retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Sh. Ashish Aggarwal resigned from the directorship of the Company w.e.f. 10th January, 2009. The Board places on record its appreciation for the services rendered by him during his tenure as Director of the Company.

PUBLIC DEPOSITS

The Company has not accepted any deposits during the year under review.

AUDITORS

The auditor, M/s Bhushan Aggarwal & Co., Chartered Accountants, Ludhiana, retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for reappointment. They have furnished a certificate to the effect that the re-appointment if made shall be in accordance with Section 224(1 B) of the Companies Act, 1956. As regards Auditors observation, the relevant notes on the accounts are self- explanatory and therefore do not call for any further comments.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 the Directors confirm:

i. That in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. That 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, 2009 and other Statements of Accounts of the Company for the year ended 31st March, 2009.

iii. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 in safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors had prepared the annual accounts on a going concern basis.

COMPOSITION OF AUDIT COMMITTEE

The composition of the Audit committee as on 31st March 2009 is as under.

- Sh.SurinderK.Sood

Sh. PranArora

Sh. Rajiv Arora

PAYMENT OF LISTING FEE

The company has been voluntairly delisted from Ludhiana Stock Exchange Association Limited & Kolkatta Stock Exchange Association Limited during the financial year under review and in the process of de-listing with Delhi Stock Exchange. There are no dues pending with Delhi Stock Exchange. The listing fees of The Stock Exchange, Mumbai has been duly paid.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING ANDOUTGO

Information as per Section 217(1) (e), read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are given in the Annexure forming part of this Report.

PERSONNEL

The Management-Employees relations remained very cordial throughout the year. Your Directors wish to place on record their appreciation of sincere and devoted services rendered by all the workers and staff at all levels.

PARTICULARS OF EMPLOYEES U/S 217(2A) OF THE COMPANIES ACT, 1956

There was no employee who falls under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) (Amendment) Rules, 2002.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude, the continuing co-operation and assistance rendered by Financial Institutions, Banks, Government Agencies, Suppliers and other organization in the working of the Company.

For And On behalf of the Board For Ritesh Properties and Industries Limited

Place : Ludhiana sd/-

Dated : 31st October, 2009 (Pran Arora) Chairman