Notes to Accounts of Hampton Sky Realty Ltd.

Mar 31, 2025

l. Provisions, Contingent Liabilities and
contingent Asset

i) A provision is recognized when the company
has a present obligation (legal or
constructive) as a result of past events and it
is probable that an outflow of resource will be
required to settle the obligation, in respect of
which a reliable estimate can be made.
Provisions (excluding gratuity and
compensated absences) are determined
based on management''s estimate required
to settle the obligation at the balance sheet
date. When appropriate, the time value of
money is material, provision is discounted
using a current pre-tax rate that reflects,
when appropriate, the risks specific to the
liability. When discounting is used, the
increase in the provision due to the passage
of time is recognized as a finance cost.
These are reviewed at each Balance Sheet
date and adjusted to reflect the current
management estimates.

ii) Contingent Liability are disclosed in respect
of possible obligation that arise from past
events, whose existence would be
confirmed by the occurrence or non¬
occurrence of one or more uncertain future
events not wholly within the control of the
company. A contingent liability also arises, in
rare cases, where a liability cannot be
recognized because it cannot be measured
reliably. Contingent Liability is disclosed in
the Standalone Financial Statements by way
of note to accounts where the possibility of
an outflow of resources embodying
economic benefits is remote. (Refer Note-
42)

iii) Contingent asset is disclosed in the
Standalone Financial Statements by way of
note to accounts where the economic
benefits are probable..

m. Income tax:

Income tax comprises of current and deferred
income tax. Income tax is recognized as an
expense or income in the Statement of Profit and
Loss.

Current income tax:

Current income tax is recognized based on the
estimated tax liability computed after taking credit
for allowances and exemptions in accordance
with the Income Tax Act, 1961. Current income
tax assets and liabilities are measured at the
amount expected to be recovered from or paid to
the taxation authorities.

Deferred Tax:

Deferred tax is determined by applying the
Balance Sheet approach. Deferred tax assets

and liabilities are recognized for all temporary
differences between the Standalone Financial
Statements carrying amount of existing assets
and liabilities and their respective tax base.
Deferred tax assets and liabilities are measured
using the enacted tax rates or tax rates that are
substantively enacted at the Balance Sheet date.
The effect on deferred tax assets and liabilities of
a change in tax rates is recognized in the period
that includes the enactment date. Deferred tax
assets are only recognized to the extent that it is
probable that future taxable profits will be
available against which the temporary
differences can be utilized.

Such assets are reviewed at each Balance Sheet
date to reassess realization, deferred tax assets
and liabilities are offset when there is a legally
enforceable right to offset current tax assets and
liabilities.

Minimum Alternative Tax ("MAT") credit is
recognized as an asset only when and to the
extent it is probable that the Company will pay
normal income tax during the specified period.

n. Revenue Recognition:

Revenue is measured at the fair value of the
consideration received/ receivable, taking into
account contractually defined terms of payment
and excluding taxes or duties collected on behalf
of the government and is net of rebates and
discounts.

Revenue is recognised in the statement of profit
and loss to the extent that it is probable that the
economic benefits will flow to the Company and
the revenue and costs, if applicable, can be
measured reliably.

The Company has applied five step model as per
Ind AS 115 ''Revenue from contracts with
customers'' to recognise revenue in the
standalone financial statements.

The Company satisfies a performance obligation
and recognises revenue over time, if one of the
following criteria is met:

a) The customer simultaneously receives and
consumes the benefits provided by the
Company''s performance as the Company
performs; or

b) The Company''s performance creates or
enhances an asset that the customer
controls as the asset is created or enhanced;
or

c) The Company''s performance does not
create an asset with an alternative use to the
Company and the entity has an enforceable
right to payment for performance completed
to date

For each performance obligation satisfied over
time, The Company recognise revenue over time

by measuring the progress towards complete
satisfaction of that performance obligation.

i) Revenue from Real Estate

Revenue from sale of land and plots is
recognized in financial year in which agreement
to sell / application form is executed and there
exist no uncertainty in the ultimate collection of
consideration from buyer. In case there is
remaining substantial obligation as per
agreement to sell the revenue is recognized as
per percentage of completion method.

Revenue from Common Area Maintenance
Charges is recognized on accrual basis and in
accordance with the respective agreement.

ii) Revenue from Textile Business

Revenue from the textile business during
ordinary activities is measured at the fair value of
consideration received or receivable, net of
returns, trade discount and volume rebate.
Revenue is recognized when the significant risks
and rewards of ownership have been transferred
to the buyer, recovery of the consideration is
probable, the associated costs and possible
return of goods can be estimated reliably, there is
no continuing effective control over, or
managerial involvement with, the goods, and the
amount of revenue can be measured reliably.

iii) Revenue from Trading of Shares

Revenue from the trading of share business
during ordinary activities is measured at the fair
value of consideration received or receivable.
Revenue is recognized when the significant risks
and rewards of ownership have been transferred
to the buyer, recovery of the consideration is
probable, there is no continuing effective control
over, or managerial involvement and the amount
of revenue can be measured reliably.

iv) Revenue from Mobile Division

Revenue from the Mobile business during
ordinary activities is measured at the fair value of
consideration received or receivable, net of
returns, trade discount and volume rebate.
Revenue is recognized when the significant risks
and rewards of ownership have been transferred
to the buyer, recovery of the consideration is
probable, the associated costs and possible
return of goods can be estimated reliably, there is
no continuing effective control over, or
managerial involvement with, the goods, and the
amount of revenue can be measured reliably.

o. Other Income:

i) Dividend Income

Dividend income is recognized in profit or loss on the

date on which the entity''s right to receive payment is

established.

ii) Interest Income

Interest income is recognized using the effective
interest method.

The effective interest rate is the rate that exactly
discounts estimated future cash payment or receipt
through the expected life of the financial instrument to:

- The gross carrying amount of the financial asset, or

- The amortized cost of the financial liability.

In calculating interest income, the effective interest
rate is applied to the gross carrying amount of the
asset (when the asset is not credit-impaired) or to the
amortized cost of the liability. However, for financial
assets that have become credit-impaired after initial
recognition, interest income is calculated by applying
the effective interest rate to the amortized cost of the
financial asset. If the asset is no longer credit-
impaired, then the calculation of interest income
reverts to the gross basis.

p. Borrowing Costs

Borrowing costs are interest and other costs
(including exchange differences relating to foreign
currency borrowings to the extent that they are
regarded as an adjustment to interest costs) incurred
in connection with the borrowing of funds. Borrowing
costs directly attributable to acquisition or
construction of an asset which necessarily take a
substantial period to get ready for their intended use
are capitalized as part of the cost of that asset.

Other borrowing costs are recognized as an expense
in the period in which they are incurred.

q. Leases
As a lessee

The Company''s lease asset classes primarily consist
of leases for land and buildings. The Company
assesses whether a contract contains a lease, at
inception of a contract. A contract is, or contains, a
lease if the contract conveys the right to control the
use of an identified asset for a period of time in
exchange for consideration. To assess whether a
contract conveys the right to control the use of an
identified asset, the Company assesses whether:

i. the contract involves the use of an identified
asset

ii. the Company has substantially all of the
economic benefits from use of the asset through
the period of the lease and

iii. the Company has the right to direct the use of the
asset.

At the date of commencement of the lease, the
Company recognizes a right-of-use asset (“ROU”)
and a corresponding lease liability for all lease
arrangements in which it is a lessee, except for leases
with a term of twelve months or less (short-term
leases) and low value leases. For these short-term
and low value leases, the Company recognizes the
lease payments as an operating expense on a
straight-line basis over the term of the lease.

Certain lease arrangements include the options to
extend or terminate the lease before the end of the
lease term. ROU assets and lease liabilities includes
these options when it is reasonably certain that they
will be exercised.

The right-of-use assets are initially recognized at cost,
which comprises the initial amount of the lease liability
adjusted for any lease payments made at or prior to
the commencement date of the lease plus any initial
direct costs less any lease incentives. They are
subsequently measured at cost less accumulated
depreciation and impairment losses.

Right-of-use assets are depreciated from the
commencement date on a straight-line basis over the
shorter of the lease term and useful life of the
underlying asset. Right of use assets are evaluated
for recoverability whenever events or changes in
circumstances indicate that their carrying amounts
may not be recoverable. For the purpose of
impairment testing, the recoverable amount (i.e. the
higher of the fair value less cost to sell and the value-
in-use) is determined on an individual asset basis
unless the asset does not generate cash flows that are
largely independent of those from other assets. In
such cases, the recoverable amount is determined for
the Cash Generating Unit (CGU) to which the asset
belongs.

The lease liability is initially measured at amortized
cost at the present value of the future lease payments.
The lease payments are discounted using the interest
rate implicit in the lease or, if not readily determinable,
using the incremental borrowing rates in the country of
domicile of these leases. Lease liabilities are
remeasured with a corresponding adjustment to the
related right of use asset if the Company changes its
assessment if whether it will exercise an extension or
a termination option.

Lease liability and ROU asset have been separately
presented in the Balance Sheet and lease payments
have been classified as financing cash flows.

As a lessor

Leases for which the Company is a lessor is classified
as a finance or operating lease. Whenever the terms
of the lease transfer substantially all the risks and
rewards of ownership to the lessee, the contract is
classified as a finance lease. All other leases are
classified as operating leases.

When the Company is an intermediate lessor, it
accounts for its interests in the head lease and the
sublease separately. The sublease is classified as a
finance or operating lease by reference to the right-of-
use asset arising from the head lease.

For operating leases, rental income is recognized on a
straight-line basis over the term of the relevant lease.
Short-term leases and leases of low-value assets
The Company applies the short-term lease
recognition exemption to its short-term leases (i.e.,

those leases that have a lease term of 12 months or
less from the commencement date and do not contain
a purchase option). It also applies the lease of low-
value assets recognition exemption to leases that are
considered to be low value (Less than 50,000/- per
month). Lease payments on short-term leases and
leases of low-value assets are recognised as expense
on a straight-line basis over the lease term.

Employee Benefit Expense
Short term employee benefits
Liabilities for wages and salaries, including non¬
monetary benefits that are expected to be settled
wholly within 12 months after the end of the period in
which the employees render the related service are
recognized in respect of employees'' services up to the
end of the reporting period and are measured at the
amounts expected to be paid when the liabilities are
settled. The liabilities are presented as current
employee benefit obligations in the balance sheet.
Long-Term employee benefits
Compensated expenses which are not expected to
occur within twelve months after the end of period in
which the employee renders the related services are
recognized as a liability at the present value of the
defined benefit obligation at the balance sheet date.
Post-employment obligations
I. Defined contribution plans

Provident Fund and employees'' state
insurance schemes

All employees of the Company are entitled to
receive benefits under the Provident Fund, which
is a defined contribution plan. Both the employee
and the employer make monthly contributions to
the plan at a predetermined rate (presently 12%)
of the employees'' basic salary. These
contributions are made to the fund administered
and managed by the Government of India. In
addition, some employees of the Company are
covered under the employees'' state insurance
schemes, which are also defined contribution
schemes recognized and administered by the
Government of India.

The Company''s contributions to both these
schemes are expensed in the Statement of Profit
and Loss. The Company has no further
obligations under these plans beyond its monthly
contributions.

ii. Defined Benefits Gratuity plan

The Company provides for gratuity obligations
through a defined benefit retirement plan (the
''Gratuity Plan'') covering all employees. The
Gratuity Plan provides a lump sum payment to
vested employees at retirement or termination of
employment based on the respective employee
salary and years of employment with the
Company. The Company provides for the
Gratuity Plan based on actuarial valuations in

accordance with Indian Accounting Standard 19
(revised), “Employee Benefits''¹. The present
value of obligation under gratuity is determined
based on actuarial valuation using Project Unit
Credit Method, which recognizes each period of
service as giving rise to additional unit of
employee benefit entitlement and measures
each unit separately to build up the final
obligation.

Defined retirement benefit plans comprising of
gratuity, un-availed leave, post-retirement
medical benefits and other terminal benefits, are
recognized based on the present value of defined
benefit obligation which is computed using the
projected unit credit method, with actuarial
valuations being carried out at the end of each
annual reporting period. These are accounted
either as current employee cost or included in
cost of assets as permitted.

The company has policy of expiry of un-availed
leave at end of the financial year, hence no
provision is required for leave encashment.
iii. Actuarial gains and losses are recognized in
OCI as and when incurred.

The net interest cost is calculated by applying the
discount rate to the net balance of the defined
benefit obligation and the fair value of plan
assets. This cost is included in employee benefit
expense in the statement of profit and loss.
Re-measurement, comprising actuarial gains
and losses, the effect of the changes to the asset
ceiling (if applicable) and the return on plan
assets (excluding net interest as defined above),
are recognized in other comprehensive income
except those included in cost of assets as
permitted in the period in which they occur and
are not subsequently reclassified to profit or loss.
The retirement benefit obligation recognized in
the Standalone Financial Statements represents
the actual deficit or surplus in the Company''s
defined benefit plans. Any surplus resulting from
this calculation is limited to the present value of
any economic benefits available in the form of
reductions in future contributions to the plans.
Termination benefits

Termination benefits are recognized as an
expense in the period in which they are incurred.

s. Earnings per share

The Company presents the Basic and Diluted
EPS data. Basic earnings per share are
computed by dividing the net profit after tax by the
weighted average number of equity shares
outstanding during the period. Diluted earnings
per share is computed by dividing the profit after
tax by the weighted average number of equity
shares considered for deriving basic earnings per
share and also the weighted average number of

equity shares that could have been issued upon
conversion of all dilutive potential equity shares.

t. Segment Reporting
Identification of segments:

Operating segments are reported in a manner
consistent with the internal financial reporting
provided to the Chief Operating Decision Maker
(CODM) i.e. Board of Directors. CODM monitors
the operating results of all product segments
separately for the purpose of making decisions
about resource allocation and performance
assessment. Segment performance is evaluated
based on profit and loss and is measured
consistently with profit and loss in the Standalone
Financial Statements. The primary reporting of
the Company has been performed on the basis of
business segments. The analysis of
geographical segments is based on the areas in
which the Company''s products are sold or
services are rendered.

Allocation of common costs:

Common allocable costs are allocated to each
segment according to the relative contribution of
each segment to the total common costs.
Unallocated items:

The Corporate and other segment include
general corporate income and expense items,
which are not allocated to any business segment.

u. Cash Flow Statement

Cash flows are reported using the indirect
method. The cash flows from operating, investing
and financing activities of the Company are
segregated.

v. Exceptional Items

Exceptional items refer to items of income or
expense within the statement of profit and loss
from ordinary activities which are non-recurring
and are of such size, nature or incidence that their
separate disclosure is considered necessary to
explain the performance of the Company.

The Description of the nature and purpose of each reserve within equity is as follows:

(i) Securities Premium

Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with
the provision of the Companies Act 2013

(ii) Retained Earnings

Retained earnings are the profits that the Company has earned till date less any transfers to dividends or other
distributions paid to shareholders.

(iii) Capital Reserve

Capital Reserves stand pursuant to amalgamation of Hampton Sky Realty Ltd., Ritesh Spinning Mills Ltd., Ritesh
Impex Pvt. Ltd. and HB Fibre Pvt. Ltd. and settlement with bank anad waiver amount transfer to capital reserve.

(iv) Revaluation Reserve

Revaluation reserve represents the increase in the value of property, plant, and equipment arising from
revaluation in accordance with Ind AS.

Note 22.1: Vehicle loans Terms:

1 Vehicle Loan from HDFC Bank amounting to Rs.258.28 lakhs is secured by hypothecation of a Lexus car. The loan
carries interest at 8.46% p.a. and is repayable in 60 equated monthly instalments of Rs.5.29 lakhs each.

2 Vehicle Loan from HDFC Bank amounting to Rs.35.00 lakhs is secured by hypothecation of a Toyota camry car. The
loan carries interest at 8.95% p.a. and is repayable in 60 equated monthly instalments of Rs.0.73 lakhs each.

3 Vehicle Loan from HDFC Bank amounting to Rs.5.50 lakhs is secured by hypothecation of a Honda Amaze car. The
loan carries interest at 9.65% p.a. and is repayable in 60 equated monthly instalments of Rs.0.12 lakhs each.

4 Vehicle Loan from HDFC Bank amounting to Rs.11.00 lakhs is secured by hypothecation of a Skoda Slavia car. The
loan carries interest at 8.15% p.a. and is repayable in 48 equated monthly instalments of Rs.0.27 lakhs each.

5 Vehicle Loan from Bank of Baroda amounting to 30.00 lakhs is secured by hypothecation of a Toyota Hycorss car. The
loan carries interest at 8.80% p.a. and is repayable in 60 equated monthly instalments of 0.63 lakhs each.

6 Vehicle Loan from Toyota Financial Services India Ltd amounting to Rs.225.00 lakhs is secured by hypothecation of a
Lexus car. The loan carries interest at 8.68% p.a. and is repayable in 60 equated monthly instalments of Rs.4.64 lakhs
each.

7 Vehicle Loan from Axis Bank amounting to Rs.96.77 lakhs is secured by hypothecation of a Toyota vellfire car. The loan
carries interest at 7.25% p.a. and is repayable in 60 equated monthly instalments of Rs.1.93 lakhs each.

8 Vehicle Loan from Axis Bank amounting to Rs.21.72 lakhs is secured by hypothecation of a Toyota Innova car has been
repaid & closed as at 31st March 2025.

9 Vehicle Loan from YES Bank amounting to Rs.53.73 lakhs is secured by hypothecation of a Mercedes Benz car has
been repaid & closed as at 31st March 2025.

40. Critical Accounting Estimates and Judgments

The estimates and judgments used in the preparation
of the said Standalone Financial Statements are
continuously evaluated by the Company, and are
based on historical experience and various other
assumptions and factors (including expectations of
future events), that the Company believes to be
reasonable under the existing circumstances. The
said estimates and judgments are based on the facts
and events, that existed as at the reporting date, or
that occurred after that date but provide additional
evidence about conditions existing as at the reporting
date.

Although the Company regularly assesses these
estimates, actual results could differ materially from
these estimates-even if the assumptions under-lying
such estimates were reasonable when made, if these
results differ from historical experience or other
assumptions do not turn out to be substantially
accurate. The changes in estimates are recognized in
the Standalone Financial Statements in the period in
which they become known.

The areas involving critical estimates, assumptions

or judgments are:

1. Useful lives of property, plant and equipment''s

2. Measurement defined benefit obligation

3. Estimation of provisions & contingent liabilities
refer

4. Estimation of fair value of unlisted securities

Estimates and judgments are continually evaluated.
They are based on historical experience and other
factors, including expectations of future events that
may have a financial impact on the Company and that
are believed to be reasonable under the
circumstances.

41. During the year, Company has recognized the
following amounts in the Standalone Financial
Statements as per Ind AS19 "Employees Benefits"

a) Defined Contribution Plan

Contribution to Defined Contribution Plan, maintained
under the Employees Provident Fund Scheme by the
Central Government, is charged to Profit and Loss
Account as under:

a) The Company has reviewed all its pending litigations
and proceedings and has made adequate provisions,
wherever required and disclosed the contingent
liabilities, wherever applicable, in its Standalone
Financial Statements. The Company does not expect
the outcome of these proceedings to have a material
impact on its financial position.

b) The Company Periodically Review all its long-term

contracts to assess for any material foreseeable
losses, Based on such review wherever applicable,
the Company has adequate provisions for these long
term contracts in the books of accounts as required
under any applicable law/accounting standards

c) As at 31st March,2025 the Company did not have any
outstanding long term derivative Contracts.

45. Expenditure in Foreign Currency: Rs. 43.75 Lakhs.

Earning in Foreign Currency: NIL

46. Segment Reporting as per IND AS 108

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker. The Chief operating decision maker regularly monitors and reviews the operating result of the whole
company. As defined in Ind AS 108 “Operating Segments”, the company''s entire business falls under these
Operational segments: -

1. Real Estate

2. Trading and Other Division

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either
observable or unobservable and are categorized into Level 1, Level 2 and Level 3 inputs.

Significant estimates

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques.
The Company uses its judgment to select a variety of methods and make assumptions that are mainly based on market
conditions existing at the end of each reporting period.

48. Financial risk management objectives and policies

The Company''s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other
payables, and financial guarantee contracts. The main purpose of these financial liabilities is to finance the Company''s
operations and to provide guarantees to support its operations. The Company''s principal financial assets include
loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations.

The Company''s business activities expose it to a variety of financial risks, namely liquidity risk, market risks and credit
risk. The Company''s senior management has the overall responsibility for the establishment and oversight of the
Company''s risk management framework. The Company''s risk management policies are established to identify and
analyses the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence
to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the
Company''s activities.

MANAGEMENT OF LIQUIDITY RISK

Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The
Company''s approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due
without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions.

The following table shows the maturity analysis of the Company''s financial liabilities based on contractually agreed
undiscounted cash flows as at the Balance Sheet date.

Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity
price risk. Financial instruments affected by market risk include loans and borrowings, deposits, FVTOCI investments.

Credit Risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading
to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from
its financing activities, including deposits with banks and financial institutions and other financial instruments.

Trade Receivables

Customer credit risk is managed by each business unit subject to the Company established policy, procedures and control
relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating
scorecard and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables
are regularly monitored. At 31 March 2025, the Company had top 10 customers that owed the Company more than ?258.10
(at 31 March 2024: ?191.25 Lakhs) and accounted for approximately 83.62% (at 31 March 2024: 82.63%) of all the
receivables outstanding.

An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large
number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The
maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note
13. The Company does not hold collateral as security. The Company evaluates the concentration of risk with respect to
trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely
independent markets.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the management in accordance with the
Company''s policy. Counterparty credit limits are reviewed by the management on an annual basis, and may be updated
throughout the year. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through
counterparty''s potential failure to make payments.

The Company''s maximum exposure to credit risk for the components of the balance sheet at 31 March, 2025 and 31 March,
2024 is the carrying amounts as illustrated in Note no 7, 8, 12, 15, 16.

57. The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

The Group has not received from any person(s) or entity(ies), including foreign entities (Funding Parties) with the
understanding whether recorded in writing or otherwise that the Group shall:

• directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate
Beneficiaries”) by or on behalf of the Funding Party or

• provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries

58. The Company has carried out Impairment Test on its Fixed Assets as on March 31,2025 and the Management is of the
opinion that there is no asset for which impairment is required to be made as per IND-AS 36 - "Impairment of Assets".

59. The Company is Covered under section 135 of Companies Act, 2013. The following disclosure with regard to CSR
activities: -

Note 1:

Nature of CSR activity includes promoting health care including prevntive healthcare by supporting civil hospitals,
cancer trusts, dispensaries etc

60. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

61. The Company has not been declared as a wilfull defaulter by any lender who has powers to declare a company as a
wilful defaulter at any time during the financial year or after the end of reporting period but before the date when
Standalone Financial Statements are approved.

62. The company has utilized funds raised from borrowing from banks & financial institution for the specific purpose for
which they were issued and there were no funds which are pending for Utilization for specific purposes.

63. During the year, the company has been sanctioned working capital limits in excess of Rs. 5 Crores, in aggregate, from
banks on the basis of security of current assets and the quarterly results filed by the company with such banks or
financial institutions are in agreement with the books of account of the Company.

64. The Company does not have any transaction which is not recorded in the books of accounts but has been surrendered
or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or
survey or any other relevant provisions of the Income Tax Act, 1961).

65. The company has complied with number of layers prescribed under companies act.

66. The company has not revalued its Property Plant and Equipment or Intangible Assets or both during the current year.

67. During the year, the Company by way of agreement to sell have sold its land situated at Focal Point Phase VIII,
Dhandari Kalan, Ludhiana-Chandigarh Road, Ludhiana measuring 1.024 acres to its wholly owned subsidiary M/s
RPIL Healthcare Private Limited for total consideration of Rs. 1,900 Lakhs based on independent valuation report. The
control, rights, privileges and possession of the land has been transferred to wholly owned subsidiary. The sale
consideration of land in the form of preference shares of the subsidiary has been received in 27th January, 2025.
However, the registration of land in the name of subsidiary is yet to be executed.

68. The Company has not filed any scheme of arrangements in terms of section 230 to 237 of the Companies Act 2013
during the year.

69. Corresponding figures of previous year have been regrouped / reclassified wherever deemed necessary and the
figures have been rounded off to the nearest rupee.

For Khandelwal Jain & Co.,

Chartered Accountants On behalf of the Board Hampton Sky Realty Limited

(Firm Registration No. 105049W) (Formerly Ritesh Properties & Industries Ltd.)

Sd/- Sd/- Sd/-

(Rohit Kumar Poddar) (Sanjeev Arora) (Kavya Arora)

Partner Chairman Cum Executive Director & WTD

M. No. 472510 Managing Director (DIN: 00077748)

Place: New Delhi (DIN: 00077748)

Date: 30.05.2025

Sd/- Sd/-

(Tarandeep Kaur) (Deepak Sharma)

Company Secretary CFO

(ACS42144) (PAN: FRTPS3563K)

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Mar 31, 2024

Interest on lease liabilities is Rs. 2.02 Lakhs and 0/- for the years ended March 31,2024 and 2023, respectively

The Company incurred Rs. 86.27 Lakhs and 73.30 Lakhs for the years ended March 31,2024 and 2023, respectively, towards expenses relating to short-term leases and leases of low-value assets.

The total cash outflow for leases is Rs. 88.29 Lakhs and 73.30 Lakhs for the years ended March 31,2024 and 2023, respectively, including cash outflow for short term and low value leases.

Lease contracts entered by the Company majorly pertain for buildings taken on lease to conduct its business in the ordinary course.

The Company does not have any lease restrictions and commitment towards variable rent as per the contract.

The expected credit loss is mainly based on the ageing of the receivable balances and historical experience. The receivables are assessed on an individual basis or grouped into homogeneous groups and assessed for impairment collectively, depending on their significance. Moreover, trade receivables are written off on a case-to-case basis if deemed not to be collectible on the assessment of the underlying facts and circumstances

* During the previous year, company has split Face Value of its equity shares in 1:10 ratio. All figures of previous year has been updated accordingly.

* Pursuant to the approval of the shareholders through Postal Ballot on September 03, 2022, each equity share of face value of I NR 10 per share have been subdivided into Ten equity shares of face value of I NR 1 per share, with effect from September 03, 2022.

a) Terms/rights attached to equity shares

The Company has only one class of Equity Shares having a par value of Rs. 1 per share. Each holder of Equity shares is entitled to one vote per share. Each Equity holder is eligible for dividend on pro-rata basis. The dividend, if any, declared by the Board is paid after obtaining shareholders'' approval in ensuing AGM.

*Includes Directors Remuneration Rs. 205.86 Lakhs (Previous Year Rs. 205.86 Lakhs)

*Includes Directors Sitting Fee Rs. 2.91 Lakhs , Director''s Conveyance Allowances Rs. 0, Director''s House Rent Allowances Rs. 2.32 Lakhs , Special Allowance to Directors Rs. 1.64 Lakhs, TDS on Non Monetory Benefit (Director) Rs. 6.24 Lakhs (Previous Year Sitting Fee Rs. 2.09 Lakhs , Director''s Conveyance Allowances Rs. 0.60 Lakhs, Director''s House Rent Allowances Rs.3.48 Lakhs , Special Allowance to Directors Rs. 6.60 Lakhs, TDS on Non Monetory Benefit (Director) Rs.6.24 Lakhs).

36. Critical Accounting Estimates and Judgments

The estimates and judgments used in the preparation of the said financial statements are continuously evaluated by the Company, and are based on historical experience and various other assumptions and factors (including expectations of future events), that the Company believes to be reasonable under the existing circumstances. The said estimates and judgments are based on the facts and events, that existed as at the reporting date, or that occurred after that date but provide additional evidence about conditions existing as at the reporting date.

Although the Company regularly assesses these estimates, actual results could differ materially from these estimates-even if the assumptions under-lying such estimates were reasonable when made, if these results differ from historical experience or other assumptions do not turn out to be substantially accurate. The changes in estimates are recognized in the financial statements in the period in which they become known.

The areas involving critical estimates, assumptions or judgments are:

1. Useful lives of property, plant and equipment''s Note 4

2. Measurement defined benefit obligation Note 20 & 26

3. Estimation of provisions & contingent liabilities refer Note 24 & 37

4. Estimation of fair value of unlisted securities Note 5

Estimates and judgments are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances.

37. During the year, Company has recognized the following amounts in the financial statements as per Ind AS19 "Employees Benefits" issued by the ICAI:

Defined Benefit Plan

The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation and the obligation for leave encashment is recognized in the same manner as gratuity.

a) The Company has reviewed all its pending litigations and proceedings and has made adequate provisions, wherever required and disclosed the contingent liabilities, wherever applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a material impact on its financial position.

b) The Company Periodically Review all its long-term contracts to assess for any material foreseeable losses, Based on such review wherever applicable, the Company has adequate provisions for these long term contracts in the books of accounts as required under any applicable law/accounting standards

c) As at March31,2024 the Company did not have any outstanding long term derivative Contracts.

41. Expenditure in Foreign Currency on Travelling is Rs. Nil (P.Y-Nil).

42. Segment Reporting as per IND AS 108

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Chief operating decision maker regularly monitors and reviews the operating result of the whole company. As defined in Ind AS 108 “Operating Segments”, the company''s entire business falls under these Operational segments: -

1 Fair Value measurement

Fair Value Hierarchy and valuation technique used to determine fair value:

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and are categorized into Level 1, Level 2 and Level 3 inputs.

Significant estimates

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Company uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period.

44. Financial risk management objectives and policies

The Company''s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables, and financial guarantee contracts. The main purpose of these financial liabilities is to finance the Company''s operations and to provide guarantees to support its operations. The Company''s principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations.

The Company''s business activities expose it to a variety of financial risks, namely liquidity risk, market risks and credit risk. The Company''s senior management has the overall responsibility for the establishment and oversight of the Company''s risk management framework. The Company''s risk management policies are established to identify and analyses the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities.

MANAGEMENT OF LIQUIDITY RISK

Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The Company''s approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions.

The following table shows the maturity analysis of the Company''s financial liabilities based on contractually agreed undiscounted cash flows as at the Balance Sheet date.

Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Financial instruments affected by market risk include loans and borrowings, deposits, FVTOCI investments.

Credit Risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions and other financial instruments.

Trade Receivables

Customer credit risk is managed by each business unit subject to the Company established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored. At 31 March 2024, the Company had top 8 customers that owed the Company more than 137.27 Lakhs (31 March 2023 309.48

Lakhs from top 5 customers) and accounted for approximately 61.17% (31 March 2023: 98.46%) of all the receivables outstanding.

An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 11. The Company does not hold collateral as security. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.

Financial instruments and cash deposits

Credit risk from balances with banks and financial

institutions is managed by the management in accordance with the Company''s policy. Counterparty credit limits are reviewed by the management on an annual basis, and may be updated throughout the year. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments.

The Company''s maximum exposure to credit risk for the components of the balance sheet at 31 March, 2024 and 31 March, 2023 is the carrying amounts as illustrated in Note 11.

Capital management

Capital includes issued equity capital and share premium and all other equity reserves attributable to the equity holders. The primary objective of the Company''s capital management is to maximize the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants.

45. During the previous year, the Company has split the Shares of the Company in conformity with the provisions of the Act. The Authorized Share Capital of

the Company is Rs. 2815.00 Lakhs (Rupees Twenty-eight Crores Fifteen Lacs) divided into 281.50 Lakhs (Two crores Eighty-one Lacs Fifty thousand) Equity shares of the face value of Rs. 10/- (Rupees Ten only) each.

47. The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. The Ministry of Labor and Employment (''Ministry'') has released draft rules for the Code on November 13, 2020 and has invited suggestions from stakeholders which are under active consideration by the Ministry. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period in which the Code becomes effective.

48. The title deeds of all the immovable properties, (other than immovable properties where the Company is the lessee and the lease agreements are duly executed in favour of the Company) disclosed in the financial statements included in property, plant and equipment and Right of Use Assets are held in the name of the Company as at the balance sheet date.

49. The Company does not have any Investment Property.

50. The Company has Granted Loan to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013), either severally or jointly with any other person, that are:

55. The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

56. The Company has carried out Impairment Test on its Fixed Assets as on March 31, 2022 and the Management is of the opinion that there is no asset for which impairment is required to be made as per IND-AS 36 - "Impairment of Assets".

58. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

59. The Company has not been declared as a wilful defaulter by any lender who has powers to declare a company as a wilful defaulter at any time during the financial year or after the end of reporting period but before the date when financial statements are approved.

60. The company has utilized funds raised from borrowing from banks & financial institution for the specific purpose for which they were issued and there were no funds which are pending for Utilization for specific purposes.

61. During the year, the company has been sanctioned working capital limits in excess of Rs. 5 Crores, in aggregate, from banks on the basis of security of current assets. As the loan was sanctioned during the month of March 2024, hence no quarterly return was required to be filed by the company with the bank.

62. The Company does not have any transaction which is not recorded in the books of accounts but has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

63. The company has complied with number of layers prescribed under companies act.

64. The company has not revalued its Property Plant and Equipment or Intangible Assets or both during the current or previous year.

65. Corresponding figures of previous year have been regrouped / reclassified wherever deemed necessary and the figures have been rounded off to the nearest rupee.

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Mar 31, 2021

34. AMALGMATION OF RITESH SPINNING MILLS LIMITED. RITESH IMPEX PRIVATE LIMITED AND H.B. FIBRES LIMITED

(a) Pursuant to Scheme of Amalgamation (Scheme) amongst Ritesh Spinning Mills Limited, Ritesh Impex Private Limited and H. B. Fibres Limited with the company under section 230 to 232 of the Companies Act, 2013 sanctioned by National Company Law Tribunal, New Delhi Bench on 16th August, 2021 all assets and liabilities are transferred and vested in the company with appointed date of 1st April, 2018.

(b) The amalgamation has been accounted in the books of account of the Company following pooling of interest method and in accordance with Ind AS 103 ''Business Combination'' read with Appendix C to Ind AS 103 specified under Section 133 of the Act, read with the Companies (Accounting Standards) Amendment Rules, 2016. Accordingly, the accounting treatment has been given as follows:

i. The assets, liabilities and reserves of Ritesh Spinning Mills Limited, Ritesh Impex Private Limited and H. B. Fibres Limited have been incorporated in the financial statements at the carrying values.

ii. Authorized Share Capital of Rs. 210 Lacs of Ritesh Spinning Mills Ltd., Rs. 5 Lacs of Ritesh Impex Pvt. Ltd. and Rs.500 Lacs H B Fibre Ltd. stand transferred as authorised share capital of the company.

iii. Suspense Share Capital is created for issue of share capital to Shareholders and Debenture-holders of Ritesh Spinning Mills Ltd., Ritesh Impex Private Limited and H. B. Fibres Ltd. for Rs. 746.89 Lacs, Rs. 189.65 Lacs and Rs. 140 Lacs respectively.

iv. The difference between book value of shares and debentures of Ritesh Spinning Mills Ltd., Ritesh Impex Private Limited and H. B. Fibres Ltd. and face value of Suspense Share Capital to be issued amounting to Rs 1853.56 Lacs has been adjusted to capital reserve of the Company as Gain on Bargain Purchase.

v. Inter-Company balances and transactions have been eliminated.

vi. The balance of the retained earnings, general reserve and revaluation reserve appearing in the financial statements of Ritesh Spinning Mills Ltd., Ritesh Impex Private Limited and H. B. Fibres Ltd. have been aggregated with corresponding balance appearing in the financial statements of the Company.

vii. The financial information in the financial statements in respect of prior period have been restated as if business combination had occurred from the beginning of the preceding period in the financial statements irrespective

of actual date of combination in accordance with Ind AS 103.

35. Critical Accounting Estimates and Judgments

The estimates and judgments used in the preparation of the said financial statements are continuously evaluated by the Company, and are based on historical experience and various other assumptions and factors (including expectations of future events), that the Company believes to be reasonable under the existing circumstances. The said estimates and judgments are based on the facts and events, that existed as at the reporting date, or that occurred after that date but provide additional evidence about conditions existing as at the reporting date.

Although the Company regularly assesses these estimates, actual results could differ materially from these estimates-even if the assumptions under-lying such estimates were reasonable when made, if these results differ from historical experience or other assumptions do not turn out to be substantially accurate. The changes in estimates are recognized in the financial statements in the period in which they become known.

The areas involving critical estimates, assumptions or judgments are:

1. Useful lives of property, plant and equipment''s Note 4

2. Measurement defined benefit obligation Note 19 & 25

3. Estimation of provisions & contingent liabilities refer Note 23 & 37

4. Estimation of fair value of unlisted securities Note 5 Estimates and judgments are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances.

36. During the year, Company has recognized the following amounts in the financial statements as per Ind AS19 "Employees Benefits" issued by the ICAI:

Defined Benefit Plan

The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation and the obligation for leave encashment is recognized in the same manner as gratuity.

The Company has reviewed all its pending litigations and proceedings and has made adequate provisions, wherever required and disclosed the contingent liabilities, wherever applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a material impact on its financial position.

The Company Periodically Review all its long term contracts to assess for any material foreseeable losses, Based on such review wherever applicable, the Company has adequate provisions for these long term contracts in the books of accounts as required under any applicable law/accounting standards

As at March31,2021 the Company did not have any outstanding long term derivative Contracts.

Fair Value measurement

Fair Value Hierarchy and valuation technique used to determine fair value:

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and are categorized into Level 1, Level 2 and Level 3 inputs.

Significant estimates

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Company uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period.

43. Financial risk management objectives and policies

The Company''s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables, and financial guarantee contracts. The main purpose of these financial liabilities is to finance the Company''s operations and to provide guarantees to support its operations. The Company''s principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations.

The Company''s business activities expose it to a variety of financial risks, namely liquidity risk, market risks and credit risk. The Company''s senior management has the overall responsibility for the establishment and oversight of the Company''s risk management framework. The Company''s risk management policies are established to identify and analyses the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities.

MANAGEMENT OF LIQUIDITY RISK

Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The Company''s approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions.

The following table shows the maturity analysis of the Company''s financial liabilities based on contractually agreed undiscounted cash flows as at the Balance Sheet date.

Credit Risk

Credit risk is the risk that counter party will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions and other financial instruments.

Trade Receivables

Customer credit risk is managed by each business unit subject to the Company established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored. At 31 March 2021, the Company had top 5 customers that owed the Company more than Rs. 10,61,83,062/- (31 March 2020: Rs. 11,98,42,102/- ) and accounted for approximately 88.79% (31 March 2020: 67.38%) of all the receivables outstanding.

An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 14. The Company does not hold collateral as security. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the management in accordance with the Company''s policy. Counterparty credit limits are reviewed by the management on an annual basis, and may be updated throughout the year. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments.

The Company''s maximum exposure to credit risk for the components of the balance sheet at 31 March, 2021 and 31 March, 2020 is the carrying amounts as illustrated in Note 11.

Capital management

Capital includes issued equity capital and share premium and all other equity reserves attributable to the equity holders. The primary objective of the Company''s capital management is to maximize the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants.

44. During the year, the Company increased the Authorized Share capital of the Company in conformity with the provisions of the Act. Clause V, The Authorized Share Capital of the Company is Rs. 28,15,00,000 (Rupees Twenty eight Crores Fifteen Lacs) divided into 2,81,50,000 (Two crores Eighty-one Lacs Fifty thousands) Equity shares of the face value of Rs. 10/- (Rupees Ten only) each. The corresponding form for increase in authorized share capital has been duly filed.

45. During the year, the issuance of Optionally Fully Convertible Debentures by way of preferential issue on private placement basis in accordance with provisions ascribed in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2019 was approved in Board Meeting dated 15th February, 2021. After the Balance Sheet Date i.e 31.03.2021, the Board of Directors in their meeting held on April 08, 2021 allotted 42,00,000 (Forty Two Lakh) Optionally Fully Convertible Debentures (OFCD) of the face value of 10/- (Rupees Ten Only) each on private placement basis at an issue price of 22/- (Rupees Twenty Two Only) each i.e. at a premium of 12/- (Rupees Twelve Only) per OFCD.

46. During the year, an Open Offer for the Acquisition of Up to 41,05,650 Equity Shares of Face Value of Rs. 10/- each Constituting 26% of the expanded equity share capital of Ritesh Properties And Industries Limited from the public shareholders of the Company by Findoc Finvest Private Limited (“Acquirer”) has been made.

After the period under review, the letter of offer was duly updated on the Stock Exchange as on 03rd June, 2021 and currently the Tendering period which commenced from 10th June, 2021 has ended dated 24th June, 2021. On 07th July, 2021, Post offer Advertisement under Regulation 18(12) in terms of SEBI(SAST) Regulations, 2011 was given to Stock Exchange.

48. The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. The Ministry of Labour and Employment (''Ministry'') has released draft rules for the Code on November 13, 2020 and has invited suggestions from stakeholders which are under active consideration by the Ministry. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period in which the Code becomes effective.

49. Corresponding figures of previous year have been regrouped / reclassified wherever deemed necessary and the figures have been rounded off to the nearest rupee.

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Mar 31, 2015

1. Contingent Liabilities

Bank Guarantee Rs. Nil (Previous Year Rs.183.66 Lacs)

2. Debit & Credit balances of the parties are subject to confirmation & reconciliation.

3. Insurance claims of Rs. NIL (Previous Year Rs. 21675/-) are being accounted for on receipt basis.

4. In the opinion of the Board, all the Current Assets, Loans & Advances have a value on realization in the ordinary course of business equivalent to the amount at which they are stated except as expressly stated otherwise.

5. Segment Reporting

Segment reporting is not given as the company deals mainly in one segment and the disclosure requirements of Accounting Standards (AS)-17 on "Segment Reporting", issued by The Institute of Chartered Accountants of India are not applicable.

6. Related Parties Disclosure

A) Related parties where control exists or with whom transactions have taken place during the year.

SUBSIDIARY COMPANIES

* Femella Fashions Private Limited

* Catalina Bay USA Inc.

ASSOCIATED/ALLIED COMPANIES

* Ritesh International Limited- up to 25.07.2013

* Ritesh Spinning Mills Limited

* Kamal Oil & Allied Industries (P) Ltd- w.e.f 04.05.2013

* Ritesh Impex Private Ltd

* H.B. Fibres Limited

* KP Advisors(Realty) Pvt Ltd

KEY MANAGERIAL PERSONNEL (KM P) REPRESENTED ON THE BOARD

* Sh. Sanjeev Arora Chairman-cum-Managing Director

* Sh. Rajiv Arora Director*

* Sh. Roop Kishore Executive Director

Fathepuriya

* Sh. Kavya Arora Director

* Sh. Surendar K Sood Director

* Sh. Gurpreet Singh Brar Director * Up to 25.07.2013

OTHERS

* Mrs. Guneet Arora Wife of Sh. Kavya Arora, Director and Daughter in Law of Sh. Sanjeev Arora, Chairman-cum-Managing Director.

7. The Udyog Sahayak, Chandigarh has allotted 40 Acres of Land vide Letter No. US/337-U Dt. 22/04/94 in the name of the company. The sale deeds & possession of the above said land is with the company and its associate companies. Collector Land Acquisition, Department of Industries and Commerce, Punjab, Chandigarh had issued various demand notices being the enhanced compensation to be paid to the Land Owners. The farmers had filed the petition for price enhancement before the Hon'ble High Court of Punjab and Haryana, which had fixed the basic compensation of Rs.6.70 Lacs per Acre vide order dated 25.08.2005 instead of Rs.4.50 Lacs per Acre as awarded by reference court.

The farmers and Collector Land Acquisition, Punjab contested the above order of the Hon'ble High Court of Punjab and Haryana before the Hon'ble Supreme Court. The Hon'ble Supreme Court vide its order dated 25.03.2015 has decided the above matter and had affirmed the order of the Hon'ble High Court of Punjab and Haryana.

As soon as the demand will be raised against the company by the Collector Land Acquisition, Punjab, it shall be accounted for in the Books of Accounts.

8. Expenditure in Foreign Currency on Travelling is Rs. 83,189/- (P.Y Rs. 3,58,977/-).

9. Corresponding figures of previous year have been regrouped / rearranged wherever deemed necessary.

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Mar 31, 2014

1. CONTINGENT LIABILITIES

Bank GuaranteeRs.183.66 Lacs (Previous Year Rs.183.66 Lacs) (Refer Note No.37)

2. Debit & Credit balances of the parties are subject to confirmation & reconciliation.

3. Insurance claims of Rs. 21675/-(Previous Year Rs.484240/-) are being accounted for on receipt basis.

32. In the opinion of the Board, all the Current Assets, Loans & Advances have a value on realization in the ordinary course of business equivalent to the amount at which they are stated except as expressly stated otherwise.

4. Segment Reporting

Segment reporting is not given as the company deals mainly in one segment and the disclosure requirements of Accounting Standards (AS)-17 on "Segment Reporting", issued by The Institute of Chartered Accountants of India are not applicable.

5. RELATED PARTIES DISCLOSURE

A) Related parties where control exists or with whom transactions have taken place during the year.

SUBSIDIARY COMPANIES

* Femella Fashions Limited.

* Catalina Bay USA Inc.

ASSOCIATED/ALLIED COMPANIES

* Ritesh International Ltd.- up to 25.07.2013

* Ritesh Spinning Mills Ltd.

* Kishan Chand & Co Oil Industries Ltd.-up to 25.07.2013

* Kamal Oil & Allied Industries (P) Ltd-w.e.f. 04.05.2013

* Ritesh Impex Private Ltd.

* H.B. Fibres Ltd.

6. The Udyog Shahik, Chandigarh has allotted 40 Acres of Land vide Letter No. US/337-U Dt. 22/04/94 in the name of the company. The sale deeds & possession of the above said land is with the company and its associate companies. However, there are pending cases against the company and its associate companies for increase in acquisition cost. If any payment has to be made by the company on this account, the same shall be accounted for on payment basis.

Collector Land Acquisition, Department of Industries and Commerce, Punjab, Chandigarh had issued various demand notices being the enhanced compensation to be paid to the Land Owners. The company had already made an appeal against this order and the matter has been decided by the arbitrator in favour of the company but the State Government has filed an appeal against the Arbitrator decision. However, if any liability arises on this account and payment has to be made by the company, the same will be accounted for on cash basis. However, the company has already given bank guarantee of Rs.181.66 Lacs (Previous year Rs.181.66 lacs) in favour of the Government of Punjab on this account.

The charges, if any for the conversion of land into mega project scheme will be accounted for on cash basis.

7. Expenditure in Foreign Currency on Travelling is Rs. 3,58,977/- (P.Y Rs. 4,89,751/-).

8. Corresponding figures of previous year have been regrouped / rearranged wherever deemed necessary.

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Mar 31, 2013

1. CONTINGENT LIABILITIES

Bank Guarantee Rs. 181.66 Lacs (Previous Year Rs. 181.66 Lacs)

2. Debit & Credit balances of the parties are subject to confirmation & reconciliation.

3. Insurance claims of Rs. 484240/- (Previous Year Rs.NIL) are being accounted for on receipt basis.

4. During the previous year, the company had written off Rs. 6494815/- as "expenses amortization" being the deferred revenue expenditure as carried over from previous year.

5. The payment of remuneration made to the Mg. Director, Executive Director and other Directors are as under:

6. The Udyog Shahik, Chandigarh has allotted 40 Acres of Land vide Letter No. US/337-U Dt. 22/04/94 in the name of the company. The sale deeds & possession of the above said land is with the company and its associate companies. However, there are pending cases against the company and its associate companies for increase in acquisition cost. If any payment has to be made by the company on this account, the same shall be accounted for on payment basis.

Collector Land Acquisition, Department of Industries and Commerce, Punjab, Chandigarh had issued various demand notices being the enhanced compensation to be paid to the Land Owners. The company had already made an appeal against this order and the matter has been decided by the arbitrator in favour of the company but the State Government has filed an appeal against the Arbitrator decision. However, if any liability arises on this account and payment has to be made by the company, the same will be accounted for on cash basis. However, the company has already given bank guarantee of Rs.181.66 Lacs (Previous year Rs. 181.66 lacs) in favour of the Government of Punjab on this account.

The charges, if any for the conversion of land into mega project scheme will be accounted for on cash basis.

7. RELATED PARTIES DISCLOSURE

A) Related parties where control exists or with whom transactions have taken place during the year.

SUBSIDIARY COMPANIES

Femella Fashions Private Ltd. CatalinaBayUSAInc.

ASSOCIATED/ALLIED COMPANIES

o Ritesh International Ltd.

o Ritesh Spinning Mills Ltd.

o Kishan Chand & Co Oil Industries Ltd.

o Ritesh Impex Private Ltd.

o H.B. Fibres Ltd.

KEY MANAGERIAL PERSONNEL REPRESENTED ON THE BOARD

o Mr. Pran Arora Ex-Chairman*

o Mr. Sanjeev Arora Chairman cum

Managing Director o Mr. Rajiv Arora Director

o Mr. Roop Kishor Fathepuria Executive Director o Mr. Kavya Arora Director

o Mr. Surinder K Sood Director

*upto 09-10-2011 OTHERS

o Anita Arora Maximum Prop.-Mrs. Anita

Discount Retail Medical Arora, Wife of

Store Mr. Rajiv Arora,

Director

8. SEGMENT REPORTING

Segment reporting is not given as the company deals mainly in one segment and the disclosure requirements of Accounting Standards (AS)-17 on "Segment Reporting", issued by The Institute of Chartered Accountants of India are not applicable.

9. As per Collaboration Agreement dated 14.07.2006 read along with the addendum dated 11.01.2010 entered into with Ansal Properties & Infrstructure Ltd (herein after referred to as API L for joint development of land on Chandigarh Ludhiana Road. The company in lieu of various obligations under agreement entitled to agreed share of the built up area and of the plotted area. Under the agreement, the entire development and marketing expenses of the project was the responsibility of APIL Accordingly, expenses incurred in discharge of the obligation under the agreement and agreed share of revenue was, hitherto, recognised as expense/income. As per agreement dated 11.04.2012 read with the memorandum of understanding dated 28.01.2012 entered into between the company and APIL, the entire project with effect from 01.02.2012, Viz "Cut-off date" has been taken over by the company for agreed consideration comprising of reimburssement of expenses incurred by APIL on the development of project and the compensation amount. Accordingly from the "Cut-off date" entire revenue/ expenses from the project, including amount paid to APIL has been recognised in the books of accounts by the company as per percentage completion method.

10. In the opinion of the Board, all the Current Assets, Loans & Advances have a value on realization in the ordinary course of business equivalent to the amount at which they are stated except as expressly stated otherwise.

11. Expenditure in Foreign Currency on Travelling is Rs. 4,89,751/-(P.YRs. 5,72,167/-).

12. Corresponding figures of previous year have been regrouped / rearranged wherever deemed necessary.

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Mar 31, 2012

1. CONTINGENT LIABILITIES

Bank Gurantee Rs.181.66 Lacs (Previous year Rs. 181.66 Lacs)

2. Debit & Credit balances of the parties are subject to confirmation & reconciliation.

3. Insurance claims of NIL (Previous Year Rs.24,998/-) are being accounted for on receipt basis.

4. During the year, the company had written off Rs. 6,494,815/- as "expenses amortization" being the deferred revenue expenditure as carried over from previous year.

5. The payment of remuneration made to the Mg. Director, Executive Director and other Directors are as under:-

6. The Udyog Shahik, Chandigarh has allotted 40 Acres of Land vide Letter No. US/337-U Dt. 22/04/94 in the name of the company and its associate companies. The sale deeds & possession of the above said land is with the company and its associate companies. However, there are pending cases against the company and its associate companies for increase in acquisition cost. If any payment has to be made by the company on this account, the same shall be accounted for on payment basis.

Collector Land Acquisition, Department of Industries and Commerce, Punjab, Chandigarh had issued various demand notices being the enhanced compensation to be paid to the Land Owners. The company had already made an appeal against this order and the matter has been decided by the arbitrator in favour of the company but the State Government has filed an appeal against the Arbitrator decision. However, if any liability arises on this account and payment has to be made by the company, the same will be accounted for on cash basis. However, the company has already given bank guarantee of Rs. 181.66 Lacs (Previous year Rs.181.66 lacs) in favour of the Government of Punjab on this account.

The charges, if any for the conversion of land into mega project scheme will be accounted for on cash basis.

7. RELATED PARTIES DISCLOSURE

A) Related parties where control exists or with whom transactions have taken place during the year.

SUBSIDIARY COMPANIES

Femella Fashions Private Ltd. Catalina Bay USA Inc.

ASSOCIATED/ALLIED COMPANIES

o Ritesh International Ltd.

o Ritesh Spinning Mills Ltd.

o Kishan Chand & Co Oil Industries Ltd.

o Ritesh Impex Private Ltd.

o H.B. Fibres Ltd.

KEY MANAGERIAL PERSONNEL REPRESENTED ON THE BOARD

o Sh. Pran Arora Ex.-Chairman*

o Sh. Sanjeev Arora Chairman-Cum-

Managing Director

o Sh. Rajiv Arora Director

o Sh. Roop Kishor Fathepuria Executive Director

o Sh. Surinder K Sood Director

o Sh. Kavya Arora Director

*Up to 09.10.2011

OTHERS

o Anita Arora Maximum Prop.-Mrs. Anita

Discount Retail Arora, Wife of

Medical Store Sh. Rajiv Arora,

Director

8. SEGMENT REPORTING

Segment reporting is not given as the company deals mainly in one segment and the disclosure requirements of Accounting Standards (AS)-17 on "Segment Reporting", issued by The Institute of Chartered Accountants of India are not applicable.

9. As per collaboration agreement dated 14.07.2006 read along with the addendum dated 11.01.2010 entered into with Ansal Properties & Infrastructure Ltd (hereinafter referred to as APIL for joint development of land on Chandigarh Ludhiana Road. The company in lieu of various obligations under agreement entitled to agreed share of the built up area and of the plotted area. Under the agreement, the entire development and marketing expenses of the project was the responsibility of APIL. Accordingly, expenses incurred in discharge of the obligation under the agreement and agreed share of revenue was, hitherto, recognized as expense/income. As per agreement dated 11.04.2012 read with the memorandum of understanding dated 28.01.2012 entered into between the company and APIL, the entire project with effect from 01.02.2012, Viz "Cut-off date" has been taken over by the company for agreed consideration comprising of reimbursement of expenses incurred by APIL on the development of project and the compensation amount. Accordingly from the "Cut-off date" entire revenue/ expenses from the project, including amount paid to APIL has been recognized in the books of accounts by the company as per percentage completion method.

10. In the opinion of the Board, all the Current Assets, Loans & Advances have a value on realization in the ordinary course of business equivalent to the amount at which they are stated except as expressly stated otherwise.

11. Expenditure in Foreign Currency on Traveling is Rs.5,72,167/-(Previous Year Rs.2,97,140/-).

12. Corresponding figures of previous year have been regrouped / rearranged wherever deemed necessary.

13. Till the year ended 31.03.2011, the company was using pre-revised Schedule VI to the Companies Act, 1956 for the preparation and presentation of its financial statements. During the year ended 31.03.2012, the revised Schedule

I notified under Companies Act, 1956, has become applicable to Company. The company has reclassified previous year figures to confirm to this year's classification. The adoption of revised Schedule VI does not impact recognition and measurement principles followed by preparation of financial statements. However, it significantly impacts presentation and disclosures made in the financial statements, particularly presentation of balance Sheet.

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Mar 31, 2011

1. Insurance claims of Rs.24,998/- are being accounted for on receipt basis.

2. Debit & Credit balances of the parties are subject to confirmation & reconciliation.

3. During the previous year, the company had written off Personnel and Administrative Expenses related to ongoing Real Estate Project over a period of three years which in aggregate comes to Rs.1,29,89,630/- out of which 50% have been written off during the year as "expenses amortization" and balance carried forward.

4. The Earning per Share (EPS) in accordance with Accounting Standards (AS)-20 on "Earning per Share" issued by The Institute of Chartered Accountants of India is as under:

5. The Udyog Shahik, Chandigarh has allotted 40 Acres of Land vide Letter No. US/337-U Dt. 22/04/94 in the name of the company and its associate companies. The sale deeds & possession of the above said land is with the company and its associate companies. However, there are pending cases against the company and its associate companies for increase in acquisition cost. If any payment has to be made by the company on this account, the same shall be accounted for on payment basis.

Collector Land Acquisition, Department of Industries and Commerce, Punjab, Chandigarh had issued various demand notices being the enhanced compensation to be paid to the Land Owners. The company had already made an appeal against this order and the matter has been decided by the arbitrator in favor of the company but the State Government has filed an appeal against the Arbitrator decision. However, if any liability arises on this account and payment has to be made by the company, the same will be accounted for on cash basis. However, the company has already given bank guarantee of Rs.181.66 Lacs (Previous year Rs.181.66 lacs) in favor of the Government of Punjab on this account.

The charges, if any for the conversion of land into mega project scheme will be accounted for on cash basis.

6. Related Parties Disclosure

A) Related parties where control exists or with whom transactions have taken place during the year.

SUBSIDIARIES COMPANIES

· Femella Fashions Private Ltd.

· Catalina Bay USA Inc.

ASSOCIATED/ALLIED COMPANIES

o Ritesh International Limited

o Ritesh Spinning Mills Limited

o Kishan Chand & Co Oil Industries Limited

o Ritesh Impex Private Ltd

o H.B. Fibres Limited

7. Segment Reporting

Segment reporting is not given as the company deals mainly in one segment and the disclosure requirements of Accounting Standards (AS)-17 on "Segment Reporting", issued by The Institute of Chartered Accountants of India are not applicable.

8. In the opinion of the Board, all the Current Assets, Loans & Advances have valued on realization in the ordinary course of business equivalent to the amount at which they are stated except as expressly stated other wise.

9. The company has not received information from suppliers regarding their status under the Micro, Small and Medium Enterprises Development

Act, 2006 and hence disclosure relating to amounts unpaid as at the year end together with interest paid / payable under this Act have not been given.

10. Corresponding figures of previous year have been regrouped / rearranged wherever deemed necessary.

11. Additional information pursuant to Para 3 & 4 of part II of Schedule VI of the Companies Act, 1956.

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Mar 31, 2010

1. Contingent Liabilities-

a) Bank guarantee of Rs.181.66 Lacs (P.Y. Rs. 170 Lacs)

b) Capital contract (net of Advance) Rs. NIL (P.Y. Rs. 3.32 Crore)

2. During the year under review, the company had forfeited a sum of Rs. 136.07 Lacs being the share application money received on convertible warrants and transfers the same to the Capital Reserve, being the option for conversion of warrants into equity shares of the company had not exercised by the warrant holders on the due date.

3. Insurance claims are being accounted for on receipt basis, if any.

4. Debit & Credit balances are subject to confirmation & reconciliation, if any.

5. During the year under review, the company has decided to write off the Personnel and Administrative Expenses related to ongoing Real Estate Project over a period of three years and transfer a sum of Rs. 1,29,89,630/- to Deferred Revenue Expenditure, effecting the profitability accordingly.

6. The Udyog Shahik, Chandigarh has allotted 40 Acres of Land vide Letter No. US/337-U Dt. 22/04/94. The sale deeds & possession of the above said land is with the company and its associate companies. However, there are pending cases against the company for increase in acquisition cost. If any payment has to be made by the company on this account, the same will be accounted for on cash basis.

Collector Land Acquisition, Department of Industries and Commerce, Punjab, Chandigarh had issued various demand notices being the enhanced compensation to be paid to the Land Owners. The company had already made an appeal against this order and the matter has been decided by the arbitrator in favour of the company but the State Government has filed an appeal against the Arbitrator decision. However, if any payment has to be made by the company on this account, the same will be accounted for on cash basis. However, the company has already given bank guarantee of Rs.181.66 Lacs (Previous year Rs.170.00 lacs).

The charges, if any for the conversion of land into mega project scheme will be accounted for on cash basis.

7. Related Parties Disclosure

A) Related parties where control exists or with whom transactions have taken place during the year.

SUBSIDIARIES COMPANIES

Femella Fashions Private Ltd. Catalina Bay USA Inc. ASSOCIATED/ALLIED COMPANIES

o Ritesh International Limited

o Ritesh Spinning Mills Limited

o Pentagon Finance Limited

o Kishan Chand & Co Oil Industries Limited

o Ritesh Impex Private Ltd

KEY MANAGERIAL PERSONNEL REPRESENTED ON THE BOARD

o Sh. Pran Arora Chairman

o Sh. Sanjeev Arora Managing Director

o Sh. Rajiv Arora Director

o Sh. Roop Kishor Fathepuria Director

o Sh. Surinder K Sood Director

8. Segment Reporting

Segment reporting is not given as the company deals mainly in one segment and the disclosure requirements of Accounting Standards (AS)-17 on "Segment Reporting", issued by The Institute of Chartered Accountants of India are not applicable.

9. The Company is not complying with the provisions of Section 383A of the Companies Act, 1956 regarding the appointment of Company Secretary.

10. The company has revised/modified the Income tax returns for the financial year 2006-07 and 2007-08. The tax already deposited by the company on the basis of revised income tax returns will be treated as advance tax deposited by the company.

11. In the opinion of the Board, all the Current Assets, Loans & Advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated except as expressly stated other wise.

12. The company has not received information from suppliers "regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosure relating to amounts unpaid as at the year end together with interest paid / payable under this Act has not been given.

13. Corresponding figures of previous year have been regrouped / rearranged wherever deemed necessary.

14. Additional information pursuant to Para 3 & 4 of part II of Schedule VI of the Companies Act, 1956.

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Mar 31, 2009

1. Contingent Liabilities-

a) Bank guarantee of Rs. 170 Lacs

b) Capital contract (net of Advance) Rs. 3.32 Crore

2. Revision of Financial Statements

a) The global economy in general and the real estate industry in particular is passing through recession, which has resulted into financial meltdown. During the year under review and also in the earlier financial years ended 31.03.2007 and 31.03.2008, the Company had entered into various agreements to sell on pre launch basis, subject to necessary approvals from Punjab State Government and development by the Developer (viz. Ansal Township & Projects Ltd., since merged with Ansal Properties & Infrastructure Limited) of its real estate project to be constructed/developed on Companys land situated on Ludhiana- Chandigarh Road at Ludhiana for the development of Industrial and Residential Township Project titled as Mega Project/ Hampton Court as Industrial township consisting of Industrial and residential. This was to be developed by the developer and the Company was entitled to its share of the sale proceeds of the area to be developed and sold as per the agreement with the Developer. In accordance with the consistently followed accounting practice of the Company, sales revenue and profit thereon were recognized at the time of entering into such agreement to sell on mercantile basis. As is the practice in real estate industry and as per the Guidelines for Mega Projects by Punjab State Government, the payments could not have been collected till such time the Company signs the agreement with Punjab State Government. Due to delay in signing of the agreement with Punjab State Government, resulting in non commencement of the development of the project, slowdown in demand, liquidity crunch in real estate and fall in prices, the parties with whom sales had been affected were pressing hard the management of the Company to cancel the agreement to sell as the proposed project had become redundant/non-operational for the time being and other force majeure circumstances beyond the control of the Management. Considering the peculiarity of business and the overall interest of the Company, the management decided to reacquire the properties by mutually terminating the agreements to sell entered into in the year under review and in the earlier financial years ended 31.03.2007 and 31.03.2008. On the doctrine of Real Income and Relation Back basis, the cancellation effect should be affected in the year in which the sales and profits were originally recognized and not in the year in which the actual cancellation has taken place (that is the financial year under review). Accordingly, the Company has revised and recasted its financial statements for financial years ended 31.03.2007 and 31.03.2008, on the above mentioned principle. Consequently during the year under review, the sales return and reversal of profits are not reflected, though the cancellation of sales occurred during the year under review. The aggregate value of gross sales/revenue returns and profit reversal as mentioned above are Rs. 900.00 lacs and Rs. 833.55 lacs respectively for the financial year ended 31.03.2007 and Rs.8524.00 lacs and Rs.1687.81 lacs respectively for the financial year ended 31.03.2008.

However, for the purposes of publication under the Listing Agreement entered with the Stock Exchanges where the equity shares of the Company are listed, financial figures for the nine months period ended 31.12.2008, duly approved by the Board of Directors in their meeting held on 30.01.2009, have already been submitted showing the gross sales/ revenue of Rs.3770.52 Lacs (out of this sales of Rs.3699.00 Lacs on the basis of agreement to sell, which was cancelled along with the sales for the previous financial year 2006- 07 and 2007-08) and profit after tax of Rs.358.63 Lacs.

The Auditors of the Company do not concur with the above view of revising the financial statements of earlier years for the financial years ended 31.03.2007 and 31.03.2008 on the principle of Relation Back and Real Income, instead are of the opinion that the sales return and its consequence on the profit and loss account should be reflected in the financial year in which such sales return takes place (cancellation of agreements to sell) and not in the earlier years as done by the Company, and treated as a separate item in the year under review and disclosed as per the requirement of AS5 (Net profit or loss for the period, Separate Items and Changes in Accounting Policies). Accordingly in the opinion of the Auditors the sales return and reversal of profit thereon should be accounted/ reflected during the year under review and not in the earlier years as done by the Company.

b) The revised financial statements for the years ended 31-03.2007 and 31.03.2008 have already been approved by the Board of Directors at its meeting held on 30th September 2009. However, the revised financial statements for financial years 2006-07 & 2007-08 are yet to be adopted and approved by the shareholders. It is proposed to get the said revised financial statements for financial years 2006-07 & 2007-08 considered and adopted at the forthcoming Annual General Meeting, in substitution for the financial statements already adopted by the shareholders in the earlier Annual General Meeting held on 29.09.2007 and 26.09.2008 respectively, along with the financial statements for March 31, 2009. The act of revision of the Financial Statements for financial years 2006-07 and 2007-08 is in accordance with the General Circular No. 1/2003 (No. 17/75/ 2002-CI.V) dated 13-1-2003 issued by the Ministry of Finance and Company Affairs permitting revision of financial statements. The management had relied on the interpretation of the said circular that the proposed revision of the financial statements is in accordance with the letter and spirit of the said circular, thereby the revision of financial statement is in accordance with the provisions of the Companies Act, 1956.

The auditors do not concur with the above view of revising the financial statements of the earlier financial years 2006-07 and 2007-08, that a company cannot reopen and revise the accounts once adopted by the shareholders at Annual General Meeting, which opinion is also supported by the Institute of Chartered Accountants of India.

3. Insurance claims are being accounted for on receipt basis, if any.

4. Debit & Credit balances are subject to confirmation & reconciliation, if any.

5. During the year under review, the company has changed the method of accounting from mercantile to mixed regarding the providing of interest on unsecured loan resulting in the loss has been understated to the extent of Rs. 1,10,66,776/-.

6. The Udyog Shahik, Chandigarh has allotted 40 Acres of Land vide Letter No. US/337-U Dt. 22/04/94. The sale deeds & possession of the above said land is with the company and its associate companies. However, there are pending cases against the company for increase in acquisition cost. If any payment has to be made by the company on this account, the same will be accounted for on cash basis.

Collector Land Acquisition, Department of Industries and Commerce, Punjab, Chandigarh had issued various demand notices amounting to Rs.23,414,828/- being the enhanced compensation to be paid to the Land Owners. The company had already made an appeal against this order and the matter has been decidedbythe arbitrator in favour of the company but the State Government has filed an appeal against the Arbitrator decision. However, if any payment has to be made by the company on this account, the same will be accounted for on cash basis. However, the company has already given bank guarantee of Rs.170 Lacs.

7. Related Parties Disclosure

A) Related parties where control exists or with whom transactions have taken place during the year.

SUBSIDIARIES COMPANIES

Femella Fashions Private Ltd. Catalina Bay USA Inc.

ASSOCIATED/ALLIED COMPANIES

o Ritesh International Limited

o Ritesh Spinning Mills Limited

o Pentagon Finance Limited

o Kishan Chand & Co Oil Industries Limited

o Ritesh Impex Private Ltd

o H B Fibres Ltd

KEY MANAGERIAL PERSONNEL REPRESENTED ON THE BOARD

o Sh. Pran Arora Chairman

o Sh. Sanjeev Arora Managing Director

o Sh. Rajiv Arora Director

o Sh. Roop Kishor Fathepuria Director

o Sh. Surinder K Sood Director

8. Segment Reporting

Segment reporting is not given as the company deals mainly in one segment and the disclosure requirements of Accounting Standards (AS)-17 on "Segment Reporting", issued by The Institute of Chartered Accountants of India are not applicable.

9. The Company is not complying with the provisions of Section 383A of the Companies Act, 1956 regarding the appointment of Company Secretary.

10. Unsecured loan from Corporate includes a sum of Rs. 125.00 Lacs raised against the DLF apartment allotted in the magnolias DLF Golf Link Project and also guaranteed by the Managing Director of the Company.

11. The company has yet to revise/modify the Income tax returns for the financial year 2006- 07 and 2007-08. However, the tax yet to deposit on the basis of original returns will be null and void on the filing of revised returns. The tax already deposited by the company on the basis of revised income tax returns will be treated as advance tax deposited by the company.

12. In the opinion of the Board, all the Current Assets, Loans & Advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated except as expressly stated other wise.

13. The company has not received information from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosure relating to amounts unpaid as at the year end together with interest paid / payable under this Act has not been given.

14. During the previous year the Company has issued partly paid Convertible Warrants, which will be converted into equity within the period of 18 months from the date of its allotment.

15. Corresponding figures of previous year have been regrouped / rearranged wherever deemed necessary.

16. Additional information pursuant to Para 3 & 4 of part II of Schedule VI of the Companies Act, 1956.