Directors Report of Heads UP Ventures Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 14^th Annual Report and the Audited Accounts of the
Company for the year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS

(Rupees in Lakh)

	Standalone
Particulars	2024-25	2023-24
Revenue from Operations	141.96	62.80
Other Income	83.81	16.16
Total Revenue	225.77	78.96
Expenditure	64.36	505.02
EBIDTA	161.41	(426.06)
Finance Cost	0.28	0.24
Depreciation & Amortization	1.31	5.49
Profit Before Tax	159.82	(431.79)
Provision for Current Tax, Deferred Tax & Other Tax Expenses	20.44	-
Profit After Tax	139.38	(431.79)

Note: Figures in brackets represent negative number.

2. COMPANY PERFORMANCE AND BUSINESS OVERVIEW

A detailed discussion of operations for the year ended 31^st March, 2025 is provided in the Management
Discussion and Analysis Report, which is presented in a separate section forming part of this Annual
Report.

3. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year under
review.

5. DIVIDEND

With a view to conserve the resources for expansion of the business activities and working capital
requirements of the Company, the board of directors of the Company have not recommended any
dividend for the year under review (Previous Year: Nil). There is no unclaimed/unpaid Dividend within
the meaning of the provisions of Section 125 of the Companies Act, 2013.

There is no unclaimed/unpaid Dividend within the meaning of the provisions of Section 125 of the
Companies Act, 2013.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there are no declared dividends remaining unpaid or unclaimed for a period of 7 (seven) years
from the date of its transfer to unpaid dividend account, the Company is not required to transfer the
same to Investor Education and Protection Fund pursuant to the provisions of Section 124 of the Act and
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
(IEPF Rules).

7. TRANSFER TO RESERVE

The Company does not propose to transfer amounts to the general reserve for the financial year 2024¬
2025. (Previous Year: Nil)

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY
TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments have occurred after the close of the financial year till the date of
this report, which affect the financial position of the Company.

9. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Reports on Corporate Governance and Management Discussion and Analysis, in accordance with SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), along with a
certificate from Auditors regarding compliance of the Corporate Governance are given separately in this
Annual Report.

All Board Members and Senior Management Personnel have affirmed compliance with the code of
conduct for the financial year 2024-2025. A declaration to this effect signed by the Managing Director of
the Company is contained in this annual report.

10. PUBLIC DEPOSIT

The Company has not accepted deposits from the public during the year under review. No deposits were
outstanding at the beginning or at the closure of the financial year under review.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

A. APPOINTMENT/RE-APPOINTMENT AT AGM

In accordance with the provisions of the Companies Act, 2013 ("Act") and the Articles of Association of
Company, Mr. Harsh Pravinbhai Patel, retires by rotation and being eligible, offers himself for re¬
appointment.

B. APPOINTMENT/ RESIGNATION DURING THE FINANCIAL YEAR

During the year under review, Mr. Roshan Ravindra Mor has resigned from the directorship of the
Company w.e.f. 01^st April, 2024 due to other pre-occupation.

Ms. Aishwarya Gupta, Mr. Vishal Parikh has resigned on 15^th May, 2024 due to non-availability.

Mr. Priyavrat Mandhana has also resigned as a Director of the Company w.e.f. 23^rd May, 2024
respectively due to her pre-occupation.

On 16^th June, 2024, Mr. Pravin Navandar, has resigned from the directorship of the Company due to
other pre-occupation.

Mr Bharatkumar M. Mundra who was appointed on 13^th June, 2024 has also placed its resignation on 1^st
October, 2024 due to its pre-occupation.

Mr. Sudhir Kumar Arya and Mrs. Neeraj Bala has been appointed on 27^th March, 2024 and resigned on
10^th February, 2025 due to unavailability.

Mr. Ronak Pankajbhai Sheth was appointed on 13^th June, 2024 on not availablilty shown its non interest
to continue from 21^st March, 2025.

Mr. Neeraj Bala and Mr. Sudhirkumar Arya was appointed on 28^th April, 2024 passed its resignation on
10^th February due to non-availability of their interest in the company.

The Board recorded the appreciation for the contributions made during their tenure as Directors of the
Company.

The Members of the Company have appointed Mr. Kunj Yogeshbhai Patel and Mr. Amrita Ashutosh
Tiwari as Non-Executive & Independent Directors on the Board of the Company with effect from 16^th
December, 2024 and Regularized on 8^th February, 2025, through postal ballot.

The Members of the Company have appointed Mr. Harshkumar Pravinbhai Patel and Mr. Akash
Jitendrabhai Patel as Non-Executive Director & Independent Directors respectively on the Board of the
Company with effect from 16^th December, 2024 and Regularized on 8^th February, 2025, through postal
ballot.

Mr. Abhishek Shivpujan Giri have been appointed as Independent Director as on 11^th November, 2024
and regularized on 08^th February 2025, through postal ballot.

C. INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company, confirming
that they meet the criteria of independence as prescribed under the Section 149(6) of the Act and
Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per the Companies (Appointment and Qualifications of Directors) Fifth Amendment Rules, 2019, all
the Independent Directors of the Company have registered with the Indian Institute of Corporate Affairs
for inclusion of their names in the comprehensive depository maintained by the Ministry of Corporate
Affairs.

Familiarization Program for Independent Directors

All Independent Directors are familiarized with the operations and functioning of the Company. The
details of the training and familiarization program are provided in the Corporate Governance Report
forming part of this Report.

D. KEY MANAGERIAL PERSONNAL

Mr. Dhanashree Vaibhav Salgaonkar was appointed on 11^th November, 2024 and due to its pre
occupation has resigned on 20^th March, 2025. The Board recorded the appreciation for the contributions
made by her during her tenure with the Company

Ms. Helly Jayeshbhai Raval was appointed on 11^th November, 2024 as a chief Financial Officer in the
company.

Ms. Shital Mohanlal Baranwal was appointed on 16^th April, 2025 as a Company Secretary of the
company.

E. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees,
and individual directors pursuant to the provisions of the Companies Act, 2013 and the Listing
Regulations. The Company has implemented a system of evaluating performance of the Board of
Directors and of its Committees and individual Directors on the basis of a structured questionnaire
which comprises evaluation criteria taking into consideration various performance related aspects.

The Company''s Independent Directors met on 10^th March, 2025 without the presence of Executive
Directors or Members of the Management. The Independent Directors thereafter reviewed the
performance of Mr. Hansraj Rathor, Managing Director of the Company. The Independent Directors
jointly expressed their opinion that Mr. Hansraj Rathor should prioritize the business strategies. He
should make efforts to retrieve the Company''s funds that are currently obstructed and the funds should
be appropriately allocated to facilitate the growth of the Company.

F. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 13 (Thirteen) Board Meetings were convened and held.

Details of meetings of the Board and its Committees along with the attendance of the Directors therein,
have been disclosed in the Corporate Governance Report (annexed herewith).

G. COMMITTEES OF THE BOARD

With a view to have a more focused attention on various facets of business and for better
accountability, the Board has constituted various committees. The statutorily mandated committees
constituted under the provisions of the Act and Listing Regulations are Audit Committee, Nomination
and Remuneration Committee, and Stakeholders Relationship Committee.

The Committees have been mandated to operate within their terms of reference, approved by the
Board to focus on specific issues and ensure expedient resolution on diverse matters.

During the year under review, the Corporate Social Responsibility Committee of the Board of Directors
was dissolved due to continuing losses from past years.

The composition, committee meeting held, terms of reference and other details of the above-
mentioned committees are provided in the Corporate Governance Report forming part of this Report.

H. VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its
Directors and Employees, to provide a framework to facilitate responsible and secure reporting of
concerns of unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct
& Ethics.

No Director/employee has been denied access to the Audit Committee of the Board of Directors. The
Policy as approved by the Board may be accessed on the Company''s website and the web-link to the
same is https://huvl.in/codes-of-conduct/11-policy-on-vigil-mechanism-whistle-blower-mechanism/

I. NOMINATION AND REMUNERATION POLICY

The Board of Directors has formulated a Policy which lays down a framework for selection and
appointment of Directors and Senior Management and for determining qualifications, positive attributes
and independence of Directors.

The Policy also provides for the remuneration of Directors, Members of Senior Management, and Key
Managerial Personnel.

The salient features of the Nomination and Remuneration Policy are given under Annexure - ''A'' to this
Report and the detailed policy is available on the website of the Company at https://huvl.in/codes-of-
conduct/8-nomination-and-remuneration-policy/

J. REMUNERATION TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. The percentage increase in remuneration of each Director, Chief Executive Officer and Company
Secretary during FY 2024-25 and ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for FY 2024-25 are as under:

Sr. No.	Name of Director /KMP and Designation	% increase in remuneration in FY 2024-25	Ratio of remuneration of each Whole-Time Director to Median Remuneration of Employees
1.	HANSRAJ RATHOR (Managing Director ) appointed on 01st February, 2024	200	1.63
2.	KUNJ YOGESHBHAI PATEL (Non-Executive & Independent Director) appointed on 16th December, 2024	NA	NA
3.	AMRITA ASHUTOSH TIWARI (Non - Executive and Independent) appointed on on 8th February, 2025	NA	NA
4.	HELLY JAYESHBHAI RAVAL (CFO) appointed on 11st November, 2024	NA	NA
5.	ABHISHEK SHIVPUJAN GIRI, (Non-Executive & Independent Director) appointed on 21st March, 2025	NA	NA
6.	HARSHKUMAR PRAVINBHAI PATEL (Non Executive Director) appointed on 16th December, 2024	NA	NA
7.	AKASH JITENDRABHAI PATEL (Non-Executive & Independent Director) appointed on 16th December, 2024	NA	NA

8.	SHITAL MOHANLAL BARANWAL (Company Secretary) appointed on 16th April, 2025	NA	NA
9.	DHANASHREE VAIBHAV SALGAONKAR (Company Secretary) resigned on 20th March, 2025	100	0.36
10.	PRAVIN NAVANDAR (Non-Executive - Independent Director) resigned on 13th July, 2024	NA	NA
11.	SUDHIR KUMAR ARYA (Non-Executive - Independent Director) resigned on 10th February, 2025	NA	NA
12.	PRIYAVRAT MANDHANA (Non-Executive - Non¬ Independent Director) resigned on 23rd May, 2024	NA	NA
13.	RONAK PANKAJBHAI SHETH (Non-Executive - Non-Independent Director) appointed on 13th June, 2024 and resigned on 21st March, 2025	NA	NA
14.	BHARATKUMAR M. MUNDRA (Non-Executive Independent) resigned on 01st October, 2024	NA	NA
15.	NEERAJ BALA (Non-Executive Independent) resigned on 10th February, 2025	NA	NA
16.	AISHWARYA GUPTA (Company Secretary) resigned on 15th May, 2024	NA	NA
17.	VISHAL PARIKH (CFO) resigned on 15th May, 2024	NA	NA
18.	ROSHAN RAVINDRA MOR (Non- Executive Independent Director) resigned on 01st April, 2024	NA	NA

1. Mr. Roshan Ravindra Mor has resigned from the directorship of the Company w.e.f. 01ST April, 2024 due to
other pre-occupation.

2. Ms. Aishwarya Gupta, Mr. Vishal Parikh has resigned on 15th May, 2024 due to non-availability.

3. Mr. Priyavrat Mandhana has also resigned as a Director of the Company w.e.f. 23rd May, 2024 respectively
due to her pre-occupation.

4. On 16th June, 2024, Mr. Pravin Navandar, has resigned from the directorship of the Company due to other
pre-occupation.

5. Mr Bharatkumar M. Mundra who was appointed on 13th June, 2024 has also placed its resignation on 1st
October, 2024 due to its pre-occupation.

6. Mr. Sudhir Kumar Arya and Mrs. Neeraj Bala has been appointed on 27th March, 2024 and resigned on 10th
February, 2025 due to unavailability.

7. Mr. Ronak Pankajbhai Sheth was appointed on 13th June, 2024 on not availablilty shown its non interest to
continue from 21st March, 2025.

8. Mr. Neeraj Bala and Mr. Sudhirkumar Arya was appointed on 28th April, 2024 passed its resignation on 10th
February due to non-availability of their interest in the company.

9. The Members of the Company have appointed Mr. Kunj Yogeshbhai Patel and Mr. Amrita Ashutosh Tiwari as
Non-Executive & Independent Directors on the Board of the Company with effect from 16th December, 2024
and Regularized on 8th February, 2025, through postal ballot.

10. The Members of the Company have appointed Mr. Harshkumar Pravinbhai Patel and Mr. Akash Jitendrabhai
Patel as Non-Executive Director & Independent Directors respectively on the Board of the Company with effect
from 16th December, 2024 and Regularized on 8th February, 2025, through postal ballot.

11. Mr. Abhishek Shivpujan Giri has been appointed as Independent Director as on 11th November, 2024 and
regularized on 08th February 2025, through postal ballot.

Note: Remuneration paid to each Whole-Time Director and KMP includes Salary, allowances, company''s
contribution to provident fund and monetary value of perquisites, if any.

11. The median remuneration of employees of the Company during FY 2024-25 was Rs. 3.66 Lakh per
annum;

iii. In the financial year under review, since there is more change in number of employees in FY 2024-25
compared to FY 2023-24 so the increase/decrease is not quantifiable.

iv. There were 2 permanent employees on the rolls of the Company as of 31^st March, 2025;

vi. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key
Managerial Personnel, and other Employees.

Details of employee remuneration as required under provisions of Section 197 of the Companies Act,
2013 and Rules 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is provided in a separate statement and forms part of the Annual Report. Further, this
report is being sent to the Members excluding the said statement. The said statement is available for
inspection of members upto the date of the Annual General Meeting and shall be made available to any
shareholder on request made to the Company Secretary at [email protected].

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the
Act are given in the notes to the Financial Statements.

13. RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions entered into by the Company were
approved by the Audit Committee and were at arm''s length and in the ordinary course of business. Prior
omnibus approval is obtained for related party transactions which are of a repetitive nature and entered
in the ordinary course of business and on an arm''s length basis. The Company did not have any
contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013.
Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in

Form AOC-2 is not applicable to the Company for FY 2024-25 and hence does not form part of this
report. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes
to the Financial Statements.

The Policy on materiality of related party transactions and dealing with related party transactions as
approved by the Board may be accessed through the following link: https://huvl.in/codes-of-conduct/.
Your Directors draw the attention of the members to Note No.30 to the financial statements which sets
out related party disclosures.

14. DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT:

The Company is not required to constitute Internal Complaints Committee under the Sexual Harassment
of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There has been no complaint
related to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013, during the year. The disclosures with respect to the same are as under:

(a) Number of complaints of sexual harassment received in the year: Nil

(b) Number of complaints disposed off during the year: Nil

(c) Number of cases pending for more than ninety days: Nil

15. AUDITORS

A. STATUTORY AUDITORS AND THEIR REPORT

M/s. J. Singh & Associates, Chartered Accountants, (Firm Registration Number: 110266W), were
appointed as the Statutory Auditors of the Company for a tenure of 3 years commencing from the
conclusion of the 13^th AGM of the Company until the conclusion of the 16^th AGM of the Company to be
held in the calendar year 2026.

The Audit Report does not contain any other qualification, reservation or adverse remark.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore
do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report is
enclosed with the financial statements in this Annual Report.

B. SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made thereunder
the Company has appointed RAKHI DASGUPTA & ASSOCIATES, Practicing Company Secretary (Certificate
of Practice No. 20354 and Membership No. FCS- 13485) as the Secretarial Auditor of the Company. The
Secretarial Audit Report is annexed as Annexure - ''B'' and forms an integral part of this Report. The
Company has complied with all the applicable secretarial standards.

The Secretarial Audit Report does not contain any other qualification, reservation or adverse remark.
The other statements referred in the Secretarial Audit Report are self-explanatory and therefore do not
call for any comments under Section 134 of the Companies Act, 2013.

M/S. A.Shubhangi & Associates, Company Secretaries, are appointed as the Secretarial Auditors, to
conduct the audit of secretarial records of the Company for Five financial years commencing from 1st
April 2025 up to 31st March, 2030 pursuant to Section 204 of the Companies Act, 2013.

C. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirements of cost audit as prescribed under the provisions of
Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by
the Company.

D. REPORTING OF FRAUDS

There were no instances of fraud during the year under review, requiring reporting by the auditors to
the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder.

16. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provisions of Section 135 of the Act were not applicable to the
Company.

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no subsidiary, Joint Venture and Associate Company as of 31^st March, 2025.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators or Courts or Tribunals which
would impact the going concern status and the Company''s future operations.

19. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls in place with reference to financial statements.
These are continually reviewed by the Company to strengthen the same wherever required. The internal
control systems are supplemented by internal audit carried out by an independent firm of Chartered
Accountants and periodical review by the Management. The Audit Committee of the Board addresses
issues raised by Auditors.

20. RISK MANAGEMENT

The Company has an elaborate risk policy defining the risk management governance model, risk
assessment, and Prioritization process. The risk management framework provides an integrated
approach for identifying, assessing, mitigating, monitoring and reporting of all risks associated with the
business of the Company. The Audit Committee has additional oversight in the area of financial risks and
controls.

21. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under sub section (3) (c) and (5) of Section 134 of the Companies Act,
2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the financial year ended 31^st March, 2025, the

applicable Accounting Standards have been followed along with proper explanation relating
to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made

judgments and estimates that were reasonable and prudent so as to give a true and fair

view of the state of affairs of the Company at the end of the financial year and of the
profit/loss of the Company for the year under review;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the annual financial statements on a going concern basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that

such internal financial controls are adequate and operating effectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems are adequate and operating effectively.

22. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
as per section 134(3)(2) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014
for the year ended 31^st March, 2025 are provided under Annexure - ''C'' to this report.

23. ANNUAL RETURN

Pursuant to the provisions of Section 92(1) read with Rule 12 of Companies (Management &
Administration) Rules, 2014 and Section 134(3)(a) of the Companies Act, 2013 (''Act'') as amended, the
Annual Return in Form MGT-7 for FY 2025 is uploaded on the website of the Company and the web link
of which is: https://huvl.in/annual-reports/

24. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable mandatory Secretarial Standards.

25. PREVENTION OF INSIDER TRADING

The Company is in compliance with Regulations of SEBI (Prohibition of Insider Trading) Regulations, 2015
("SEBI PIT Regulations") and SEBI circulars issued from time to time. The Company has in place Code of
Conduct for Prohibition of Insider Trading and Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information pursuant to SEBI PIT Regulations, for regulating, monitoring and
reporting of trading by insiders in order to align with the SEBI PIT Regulations. The Insider Code aims at
preserving and preventing misuse of unpublished price sensitive information. All Directors, Designated
Employees and Connected Persons of your Company are covered under the Insider Code, which
provides inter alia for periodical disclosures and obtaining pre-clearances for trading in securities of your
Company. The said code is hosted on the website of the Company at https://huvl.in/codes-of-
conduct/5-code-of-conduct-for-preveniton-of-insider-trading/

26. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961:

The Company is committed to complying with the Maternity Benefit Act, 1961. We ensure that
all eligible female employees receive the full benefits and protections outlined in the Act,
including 26 weeks of paid maternity leave for the first two children and 12 weeks for
subsequent children. We provide a safe and supportive work environment for pregnant women
and new mothers, including creche facilities for organizations with 50 or more employees. Our
commitment extends to ensuring non-discrimination, full wage payment during leave, and the

reinstatement of employees to their previous positions after their leave. We also maintain
accurate records and display the abstract of the Act in our workplace."

27. OTHERS

Your Directors state that no disclosure or reporting is required in respect of the following items during
the year under review:

1. Details relating to the issue of sweat equity shares, stock options, and shares with differential
rights as to dividend, voting or otherwise, since there was no such issue of securities.

2. None of the Whole-Time Directors of the Company received any remuneration or commission
from any of its subsidiaries.

3. During the financial year under review, no application was made or proceeding initiated against
the Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceeding was
pending at the end of the financial year under review.

4. During the financial year under review, there was no instance of one-time settlement of loans /
financial assistance taken from Banks or Financial Institutions, hence the Company was not
required to carry out valuation of its assets for the said purpose.

28. ACKNOWLEDGEMENT

The Directors take this opportunity to thank the Shareholders, Financial Institutions, Banks, Customers,
Suppliers, Regulators, Government Authorities - Central and State Government & Local.

The Directors also place on record their appreciation to the employees at all levels for their hard work,
dedication and commitment.

For and on behalf of the Board of Directors
HEADS UP VENTURES LIMITED

Hansraj Rathor

Chairman & Managing Director
DIN:07567833

Place: Mumbai

Date: 08^th September 2025

---

Mar 31, 2024

Your Directors have pleasure in presenting the 13^th Annual Report and the Audited Accounts of the Company for the year ended
31^st March, 2024.

1. FINANCIAL HIGHLIGHTS

(Rupees in Lakh)

Particulars	2023-2024	2022-2023
Total Turnover	62.80	73.21
Other Income	16.16	77.86
Profit Before Interest, Depreciation and Taxation	(426.30)	(921.88)
Less: 1. Interest	-	49.23
2. Depreciation	5.49	3.88
Profit Before Taxation	(431.79)	(974.97)
Less: Provision for Taxation	-
Current Tax	-	-
Deferred Tax		-
Net Profit for the Year	(431.79)	(974.97)
Less: Income Tax paid for earlier year	-	(9.45)
Profit after Taxation	(431.79)	(965.52)
Add : Other Comprehensive Income for the Year	10.20	(3.52)
Total Comprehensive Income for the year	(421.59)	(962.00)
Less: Transfer to General Reserve	-	-
Balance carried forward (421.59) (962.00)

Note: Figures in brackets represent negative number.

2. COMPANY PERFORMANCE AND BUSINESS
OVERVIEW

A detailed discussion of operations for the year ended
31^st March, 2024 is provided in the Management
Discussion and Analysis Report, which is presented in a
separate section forming part of this Annual Report.

3. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of
the Company during the financial year under review.

5. DIVIDEND

In view of losses, the Board of Directors (''Board'') of your
company does not recommend dividend for the year
under review.

6. TRANSFER OF UNCLAIMED DIVIDEND TO
INVESTOR EDUCATION AND PROTECTION FUND

Since there are no declared dividends remaining
unpaid or unclaimed for a period of 7 (seven) years
from the date of its transfer to unpaid dividend account,
the Company is not required to transfer the same to
Investor Education and Protection Fund pursuant to
the provisions of Section 124 of the Act and Investor
Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 (IEPF Rules).
The Company has transferred '' 15,595/-, the sale
proceeds of fractional shares, to the IEPF account of the
Central Government on 16^th February, 2024 pursuant to
the provisions of section 124(6) of the Companies Act,

2013 read with Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016.

7. TRANSFER TO RESERVE

The Company does not propose to transfer amounts to
the general reserve for the financial year 2023-2024.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR OF THE COMPANY
TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT

No material changes and commitments have occurred
after the close of the financial year till the date of
this report, which affect the financial position of the
Company.

9. REPORT ON CORPORATE GOVERNANCE AND
MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Reports on Corporate Governance and Management
Discussion and Analysis, in accordance with SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), along with
a certificate from Auditors regarding compliance of
the Corporate Governance are given separately in this
Annual Report.

All Board Members and Senior Management Personnel
have affirmed compliance with the code of conduct for
the financial year 2023-2024. A declaration to this effect
signed by the Managing Director of the Company is
contained in this annual report.

10. PUBLIC DEPOSIT

Your Company has not accepted any Public Deposits
under Chapter V of the Companies Act, 2013.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMP)

A. APPOINTMENT/RE-APPOINTMENT AT AGM

In accordance with the provisions of the Companies
Act, 2013 ("Act") and the Articles of Association of
Company, Mr. Hansraj Rathor, retires by rotation and
being eligible, offers himself for re-appointment.
Brief details of Mr. Hansraj Rathor as required under
Regulation 36(3) of Listing Regulations are provided
as an annexure to the notice of the ensuing 13^th
Annual General Meeting.

B. APPOINTMENT/ RESIGNATION DURING THE
FINANCIAL YEAR

During the year under review, Mr. MVPH Rao has
resigned from the directorship of the Company w.e.f.
31^st May, 2023 due to other pre-occupation. Mr. Abhijit
Salian and Mr. Vipinraj Paiyapilly has also resigned
as a Director of the Company w.e.f. 23^rd March, 2024
and 26^th March, 2024 respectively due to other pre¬
occupation. On 1^st April, 2024, Mr. Roshan More,
has resigned from the directorship of the Company
due to other pre-occupation. The Board recorded
the appreciation for the contributions made by Mr.
Rao, Mr. Salian, Paiyapilly, and Mr. More during their
tenure as Directors of the Company.

The Members of the Company have appointed
Mrs. Neeraj Bala (DIN 07193192) and Mr. Sudhir
Kumar Arya (DIN 02414512) as Non-Executive &
Independent Directors on the Board of the Company
with effect from 27^th March, 2024, for a term of five
years till 26^th March, 2029 through postal ballot, the
result of which was declared on 28^th April, 2024.

The Members of the Company have appointed Mr.
Hansraj Rathor as the Managing Director of the
Company, for a period of 3 (three) years effective
from 1^st February 2024 to 31^st January, 2027 through
a postal ballot, the result of which was declared on
28^th April, 2024.

On 25^th May, 2023, the Board, on the recommendation
of the Nomination and Remuneration Committee,
has re-designated Mr. Priyavrat Mandhana from
"Executive Director" to "Non-Executive Director" of
the Company w.e.f. 1^st June, 2023 till the remaining
term i.e. up to 31^st August, 2025.

C. INDEPENDENT DIRECTORS

The Company has received declarations from all the
Independent Directors of the Company, confirming

that they meet the criteria of independence as
prescribed under the Section 149(6) of the Act and
Regulation 16(1)(b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

As per the Companies (Appointment and
Qualifications of Directors) Fifth Amendment
Rules, 2019, all the Independent Directors of the
Company have registered with the Indian Institute
of Corporate Affairs for inclusion of their names in
the comprehensive depository maintained by the
Ministry of Corporate Affairs.

Familiarization Program for Independent
Directors

All Independent Directors are familiarized with the
operations and functioning of the Company. The
details of the training and familiarization program
are provided in the Corporate Governance Report
forming part of this Report.

D. KEY MANAGERIAL PERSONNAL

Mrs. Sangeeta Mandhana had resigned from the
post of Managing Director of the Company w.e.f. 31^st
January, 2024. The Board recorded the appreciation
for the contributions made by Mrs. Mandhana
during her tenure with the Company.

On 1^st February, 2024, Mr. Hansraj Rathor was
appointed as the additional Executive Director
and Managing Director of the Company subject to
the approval of Shareholders. The Members of the
Company have appointed Mr. Hansraj Rathor as the
Managing Director of the Company, for a period of 3
(three) years effective from 1^st February 2024 to 31^st
January, 2027 through a postal ballot, the result of
which was declared on 28^th April, 2024.

Mr. Abhishek Bariyar has resigned from the post
of Chief Operating Officer (KMP) of the Company
w.e.f. 31^st August, 2023. The Board recorded the
appreciation for the contributions made by Mr.
Bariyar during his tenure with the Company.

As on 31^st March, 2024, Mr. Hansraj Rathor, Managing
Director; Mr. Vishal Parikh, Chief Financial Officer
and Ms. Aishwarya Gupta, Company Secretary &
Compliance Officer serves as the Key Managerial
Personnel of the Company.

E. BOARD EVALUATION

The Board of Directors has carried out an annual
evaluation of its own performance, Board
Committees, and individual directors pursuant to
the provisions of the Companies Act, 2013 and the
Listing Regulations. The Company has implemented
a system of evaluating performance of the Board
of Directors and of its Committees and individual
Directors on the basis of a structured questionnaire
which comprises evaluation criteria taking into
consideration various performance related aspects.

The Company''s Independent Directors met on 22^nd
March, 2024 without the presence of Executive
Directors or Members of the Management. The

Independent Directors thereafter reviewed the
performance of Mr. Hansraj Rathor, Managing
Director of the Company. The Independent Directors
jointly expressed their opinion that Mr. Hansraj
Rathor should prioritize the business strategies.
He should make efforts to retrieve the Company''s
funds that are currently obstructed and the funds
should be appropriately allocated to facilitate the
growth of the Company.

F. NUMBER OF MEETINGS OF THE BOARD OF
DIRECTORS

During the year, 5 (Five) Board Meetings were
convened and held.

Details of meetings of the Board and its Committees
along with the attendance of the Directors therein,
have been disclosed in the Corporate Governance
Report (annexed herewith).

G. COMMITTEES OF THE BOARD

With a view to have a more focused attention
on various facets of business and for better
accountability, the Board has constituted various
committees. The statutorily mandated committees
constituted under the provisions of the Act
and Listing Regulations are Audit Committee,
Nomination and Remuneration Committee, and
Stakeholders Relationship Committee.

The Committees have been mandated to operate
within their terms of reference, approved by the
Board to focus on specific issues and ensure
expedient resolution on diverse matters.

During the year under review, the Corporate Social
Responsibility Committee of the Board of Directors
was dissolved due to continuing losses from past
years.

The composition, committee meeting held, terms of
reference and other details of the above-mentioned
committees are provided in the Corporate
Governance Report forming part of this Report.

H. VIGIL MECHANISM / WHISTLE BLOWER POLICY
FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism,
which includes a Whistle Blower Policy, for its
Directors and Employees, to provide a framework
to facilitate responsible and secure reporting of
concerns of unethical behavior, actual or suspected
fraud or violation of the Company''s Code of Conduct
& Ethics.

No Director/employee has been denied access to
the Audit Committee of the Board of Directors. The
Policy as approved by the Board may be accessed
on the Company''s website and the web-link to the
same is https://huvl.in/codes-of-conduct/11-policv-
on-vigil-mechanism-whistle-blower-mechanism/

I. NOMINATION AND REMUNERATION POLICY

The Board of Directors has formulated a Policy
which lays down a framework for selection and
appointment of Directors and Senior Management
and for determining qualifications, positive
attributes and independence of Directors.

The Policy also provides for the remuneration of
Directors, Members of Senior Management, and
Key Managerial Personnel.

The salient features of the Nomination and
Remuneration Policy are given under Annexure
- ''A'' to this Report and the detailed policy is
available on the website of the Company at https://
huvl.in/codes-of-conduct/8-nomination-and-
remuneration-policy/

J. REMUNERATION TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. The percentage increase in remuneration of each Director, Chief Executive Officer and Company Secretary during
FY 2023-2024 and ratio of the remuneration of each Director to the median remuneration of the employees of the
Company for FY 2023-2024 are as under:

Sr. Name of Director /KMP and Designation No.	% increase in remuneration in FY 2023¬ 2024	Ratio of remuneration of each Whole-Time Director to Median Remuneration of Employees
1 Mrs. Sangeeta Mandhana- Managing Director4	0	9.13
2 Mr. Priyavrat Mandhana - Executive Director1	0	N.A.
3 Mr. Hansraj Rathor5	N.A.	0.26
3 Mrs. Neeraj Bala - Non-Executive and Independent Director3	N.A.	N.A.
4 Mr. Sudhir Kumar Arya - Non-Executive and Independent Director3	N.A.	N.A.
5 Mr. MVPH Rao- Non-Executive and Independent Director2	N.A.	N.A.
6 Mr. Pravin Navandar - Non-Executive and Independent Director	N.A.	N.A.
7 Mr. Abhijit Salian - Non-Executive and Independent Director2	N.A.	N.A.
8 Mr. Vipinraj Paiyapilly - Non-Executive and Independent Director2	N.A.	N.A.
10 Mr. Abhishek Bariyar - Chief Operating Officer6	N.A.	N.A.
12 Ms. Aishwarya Gupta - Company Secretary	40%	0.99
13 Mr. Vishal Parikh- Chief Financial Officer	23%	2.87

¹ Designation of Mr. Priyavrat Mandhana has changed from Executive Director to Non-Executive Director of the Company
w.e.f. 1^st June, 2023.

² Mr. Abhijit Salian and Mr. Vipinraj Paiyapilly resigned from the position of Non-Executive and Independent Directors of
the Company w.e.f. 23^rd March, 2024 and 26^th March, 2024 respectively. Mr. Roshan More resigned from the position of
Non-Executive and Independent Director of the Company w.e.f. 1^st April, 2024. Mr. MVPH Rao resigned from the position
of Non-Executive and Independent Director of the Company w.e.f. 31^st May, 2023.

³ Mrs. Neeraj Bala and Mr. Sudhir Kumar Arya were inducted into the Board as Non-Executive and Independent Directors
of the Company w.e.f. 27^th March, 2024.

⁴ Mrs. Sangeeta Mandhana has resigned from the post of Managing Director w.e.f. 31^st January, 2024.

⁵ Mr. Hansraj Rathor was appointed as the Managing Director w.e.f. 1^st February, 2024.

⁶ Mr. Abhishek Bariyar has resigned from the post of Chief Operating Officer of the Company w.e.f. 31^st August, 2023.
There was a revision in remuneration during the FY 2023-24.

Note: Remuneration paid to each Whole-Time Director and KMP includes Salary, allowances, company''s contribution
to provident fund and monetary value of perquisites, if any. The remuneration paid to Non-Executive and/or
Independent Directors comprises of sitting fees only.

ii. The median remuneration of employees of the
Company during FY 2023-2024 was Rs. 7.72
Lakh per annum;

iii. In the financial year under review, there was an
increase of 40 % in the median remuneration of
employees;

iv. There were 12 permanent employees on the
rolls of the Company as of 31^st March, 2024;

v. Average percentage increase in the salaries
of employees other than the managerial
personnel in the last financial year i.e. FY
2023-24 was decreased by 25% as compared
to FY 2022-23. As regards the comparison of
Managerial Remuneration of FY 2023-24 over
FY 2022-23, details of the same are given in the
above table at sr. no. (i);

vi. It is hereby affirmed that the remuneration
paid is as per the Remuneration Policy for
Directors, Key Managerial Personnel, and other
Employees.

Details of employee remuneration as required
under provisions of Section 197 of the Companies
Act, 2013 and Rules 5(2) & 5(3) of Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided in a separate
statement and forms part of the Annual Report.
Further, this report is being sent to the Members
excluding the said statement. The said statement is
available for inspection of members upto the date
of the Annual General Meeting and shall be made
available to any shareholder on request made to the
Company Secretary at [email protected].

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There was no Guarantee or investment made by the Company during the FY 2023-24. The balance of loans, guarantees
and investments covered under the provisions of Section 186 of the Act as on 31^st March, 2024,( INTER CORPORARTE
LOANS) are provided below:

Particulars of Investment made Guarantee given and loan given	Name of the Entity	As on 31st March, 2023 ('' in Crores)	As on 31st March, 2024 ('' in Crores)	Purpose for which Loan, Guarantee is proposed to be utilised by the recipient
Inter Corporate Loan	Pro Fin Capital Services Limited	0	6,19,50,000/-	General Corporate Purpose
Inter Corporate Loan	Milgrey Finance and Investments Limited	0	1,30,00,000/-	General Corporate Purpose

13. RELATED PARTY TRANSACTIONS

During the year under review, all related party
transactions entered into by the Company were approved
by the Audit Committee and were at arm''s length and in
the ordinary course of business. Prior omnibus approval
is obtained for related party transactions which are of a
repetitive nature and entered in the ordinary course of
business and on an arm''s length basis. The Company
did not have any contracts or arrangements with related

parties in terms of Section 188(1) of the Companies
Act, 2013. Accordingly, the disclosure of related party
transactions as required under Section 134(3)(h) of the
Act in Form AOC-2 is not applicable to the Company for
FY2023-24 and hence does not form part of this report.
Suitable disclosure as required by the Accounting
Standard (AS 18) has been made in the notes to the
Financial Statements.

The Policy on materiality of related party transactions
and dealing with related party transactions as approved
by the Board may be accessed through the following
link: https://huvl.in/codes-of-conduct/. Your Directors
draw the attention of the members to Note No.30 to
the financial statements which sets out related party
disclosures including Transactions, if any, with a person
or entity belonging to the promoter/ promoter group
which hold (s) 10% or more shareholding in the Company.

14. DISCLOSURE UNDER THE PREVENTION OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT:

The Company has adopted a Sexual Harassment Policy
on prevention, prohibition, and redressal of sexual
harassment at the workplace in line with the provisions
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and
the Rules made thereunder. The aim of the policy is to
provide protection to employees at the workplace and
prevent and redress complaints of sexual harassment
and for matters connected or incidental thereto, with
the objective of providing a safe working environment,
where employees feel secure. The Policy is available at
the Registered Office of the Company and is accessible
to all the employees of the Company. The Company has
not received any complaint during the Financial Year
under review.

15. AUDITORS

A. STATUTORY AUDITORS AND THEIR REPORT

M/s. Ram Agarwal & Associates, Chartered
Accountants, (Firm Registration No. 140954W),
were appointed as the Statutory Auditors of the
Company for a tenure of 5 years commencing from
the conclusion of the 10^th AGM of the Company until
the conclusion of the 15^th AGM of the Company to
be held in the calendar year 2026.

The Statutory Auditor has given a disclaimer opinion
on the financial statements of the Company for the
financial year 2023-2024 for the going concern
status of the Company.

The Notes to the financial statements referred in the
Auditors Report are self-explanatory and therefore
do not call for any comments under Section 134
of the Companies Act, 2013. The Auditors'' Report
is enclosed with the financial statements in this
Annual Report.

B. SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of
the Companies Act, 2013, and the Rules made
thereunder the Company has appointed Ms.
Shreya Shah, Practicing Company Secretary
(Certificate of Practice No. 15859 and Membership
No. FCS- 39409) as the Secretarial Auditor of the
Company. The Secretarial Audit Report is annexed
as Annexure - ''B'' and forms an integral part of this
Report. The Company has complied with all the
applicable secretarial standards.

The Secretarial Audit Report does not contain any
other qualification, reservation or adverse remark.
The other statements referred in the Secretarial
Audit Report are self-explanatory and therefore do
not call for any comments under Section 134 of the
Companies Act, 2013.

C. INTERNAL AUDITORS AND THEIR REPORT

M/s. MJPT & Co. LLP, Chartered Accountants,
Internal Auditors of the Company have carried
out the Internal Audit for FY 2023-24. The
Internal Auditor submits their reports to the Audit
Committee on periodic basis. Based on the report
of Internal Audit, the management undertakes
corrective action in their respective areas and
thereby strengthens the controls.

D. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirements of
cost audit as prescribed under the provisions of
Section 148(1) of the Companies Act, 2013 are not
applicable for the business activities carried out by
the Company.

E. REPORTING OF FRAUDS

There were no instances of fraud during the year
under review, requiring reporting by the auditors to
the Audit Committee and/or Board under Section
143(12) of the Act and Rules framed thereunder.

16. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provisions of Section
135 of the Act were not applicable to the Company.

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

The Company has no subsidiary, Joint Venture and
Associate Company as of 31^st March, 2024.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY''S OPERATIONS IN FUTURE

There are no significant and material orders passed
by the Regulators or Courts or Tribunals which would
impact the going concern status and the Company''s
future operations.

19. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls
in place with reference to financial statements. These
are continually reviewed by the Company to strengthen
the same wherever required. The internal control
systems are supplemented by internal audit carried
out by an independent firm of Chartered Accountants
and periodical review by the Management. The Audit
Committee of the Board addresses issues raised by
both, the Internal Auditors and the Statutory Auditors.

20. RISK MANAGEMENT

The Company has an elaborate risk policy defining the
risk management governance model, risk assessment,
and Prioritization process. The risk management
framework provides an integrated approach for
identifying, assessing, mitigating, monitoring and

reporting of all risks associated with the business of the
Company. The Audit Committee has additional oversight
in the area of financial risks and controls.

21. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under sub section (3)
(c) and (5) of Section 134 of the Companies Act, 2013,
with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:

i) in the preparation of the annual accounts for the
financial year ended 31^st March, 2024, the applicable
Accounting Standards have been followed along with
proper explanation relating to material departures;

ii) the Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial
year and of the profit/loss of the Company for the
year under review;

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

iv) the Directors have prepared the annual financial
statements on a going concern basis;

v) the Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
operating effectively; and

vi) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

22. PARTICULARS OF ENERGY CONSERVATION,
TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

Particulars of Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo
as per section 134(3)(2) of the Companies Act, 2013,
read with the Companies (Accounts) Rules, 2014 for
the year ended 31^st March, 2024 are provided under
Annexure - ''C'' to this report.

23. ANNUAL RETURN

Pursuant to the provisions of Section 92(1) read with
Rule 12 of Companies (Management & Administration)
Rules, 2014 and Section 134(3)(a) of the Companies Act,
2013 (''Act'') as amended, the Annual Return in Form
MGT-7 for FY 2024 is uploaded on the website of the
Company and the web link of which is: https://huvl.in/
annual-reports/

24. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable
mandatory Secretarial Standards.

25. PREVENTION OF INSIDER TRADING

The Company is in compliance with Regulations of SEBI

(Prohibition of Insider Trading) Regulations, 2015 ("SEBI
PIT Regulations") and SEBI circulars issued from time
to time. The Company has in place Code of Conduct
for Prohibition of Insider Trading and Code of Practices
and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information pursuant to SEBI PIT Regulations,
for regulating, monitoring and reporting of trading by
insiders in order to align with the SEBI PIT Regulations.
The Insider Code aims at preserving and preventing
misuse of unpublished price sensitive information.
All Directors, Designated Employees and Connected
Persons of your Company are covered under the Insider
Code, which provides inter alia for periodical disclosures
and obtaining pre-clearances for trading in securities of
your Company. The said code is hosted on the website
of the Company at https://huvl.in/codes-of-conduct/5-
code-of-conduct-for-preveniton-of-insider-trading/

26. OTHERS

Your Directors state that no disclosure or reporting is
required in respect of the following items during the
year under review:

1. The details relating to deposits, covered under
Chapter V of the Act, since neither the Company has
accepted deposits during the year under review nor
there were any deposits outstanding during the year.

2. Details relating to the issue of sweat equity shares,
stock options, and shares with differential rights as
to dividend, voting or otherwise, since there was no
such issue of securities.

3. None of the Whole-Time Directors of the Company
received any remuneration or commission from any
of its subsidiaries.

4. During the financial year under review, no application
was made or proceeding initiated against the
Company under the Insolvency and Bankruptcy
Code, 2016 nor any such proceeding was pending at
the end of the financial year under review.

5. During the financial year under review, there was no
instance of one-time settlement of loans / financial
assistance taken from Banks or Financial Institutions,
hence the Company was not required to carry out
valuation of its assets for the said purpose.

27. ACKNOWLEDGEMENT

The Directors take this opportunity to thank the
Shareholders, Financial Institutions, Banks, Customers,
Suppliers, Regulators, Government Authorities - Central
and State Government & Local.

The Directors also place on record their appreciation to
the employees at all levels for their hard work, dedication
and commitment.

For and on behalf of the Board of Directors
Heads Up Ventures Limited

Hansraj Rathor Priyavrat Mandhana

Managing Director Non - Executive Director
DIN: 07567833 DIN: 02446722

Place : Mumbai

Date : 9^th May, 2024

---

Mar 31, 2018

Dear Shareholders,

The Directors have pleasure in presenting the 7^th Annual Report and the Audited Accounts of the Company for the year ended 31^st March, 2018.

1. Financial Highlights

(Rs. in Lakh)

Particulars	2017-18	2016-17
Total Turnover	25,944.93	25,958.80
Other Income	128.78	177.38
Profit Before Interest, Depreciation and	2,095.74	2,862.26
Taxation
Less: 1. Interest	177.24	240.10
2. Depreciation	367.36	340.02
Profit Before Taxation	1,551.14	2,282.14
Less: Provision for Taxation
Current Tax	181.00	1240.00
Deferred Tax	380.08	(355.84)
Net Profit for the Year	990.06	1,397.98
Less: Income Tax paid for earlier year	(87.34)	-
Profit after Taxation	902.72	1,397.98
Add : Other Comprehensive Income for the	10.38	9.27
Year
Total Comprehensive Income for the year	913.10	1,407.25
Less: Transfer to General Reserve	0.00	0.00
Balance carried forward	913.10	1,407.25

2. Company Performance and Business Overview

A detailed discussion of operations for the year ended 31^st March, 2018 is provided in the Management Discussion and Analysis Report, which is presented in a separate section forming part of this Annual Report.

3. Dividend

Considering the capital requirement for ongoing business expansion, the Board of Directors recommend conserving the profit and ploughing back the same to further stimulate the growth of the Company

4. Transfer to Reserve

The Company does not propose to transfer amounts to the general reserve out of the amount available for appropriation and an amount of Rs. 913.10 Lakh is proposed to be retained in the profit and loss account.

5. Material Changes and Commitments, if any, Affecting the Financial Position of the Company Which Have Occurred Between the End of the Financial Year of the Company to Which the Financial Statements Relate and the Date of the Report

No material changes and commitments have occurred after the close of the financial year till the date of this report, which affect the financial position of the Company.

6. Corporate Governance

Reports on Corporate Governance and Management Discussion and Analysis, in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), along with a certificate from Auditors regarding compliance of the Corporate Governance are given separately in this Annual Report.

All Board Members and Senior Management Personnel have affirmed compliance with the code of conduct for the financial year 2017-18. A declaration to this effect signed by the Chief Executive Officer of the Company is contained in this annual report.

7. Public Deposit

Your Company has not accepted any Public Deposits under Chapter V of the Companies Act, 2013.

8. Directors and Key Managerial Personnel (KMP)

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of Company, Mr. Priyavrat Mandhana retires by rotation and being eligible, offers himself for re-appointment. Brief details of Mr. Priyavrat Mandhana as required under Regulation 36(3) of Listing Regulations are provided in the notice of the ensuing Annual General Meeting.

The members’ approval is being sought at the ensuing Annual General Meeting for the above appointment.

The Company has received declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Regulation 16(1)(b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Hemant Gupta was appointed as the Chief Financial Officer & Chief Operating Officer of the Company with effect from 26^th March, 2018 based on the recommendation of the Nomination and Remuneration Committee of the Board. During the year under review, none of the KMP of the Company resigned from their respective positions in the Company.

9. Board Evaluation

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects.

The Company’s Independent Directors met on 23^rd February, 2018 without the presence of Executive Directors or Members of the Management. All the Independent Directors attended the Meeting. The Board of Directors expressed their satisfaction with the evaluation process.

10. Number of Meetings of the Board of Directors

During the year 5 (Five) Board Meetings were convened and held. Details of meetings of the Board and its Committees alongwith the attendance of the Directors therein have been disclosed in the Corporate Governance Report (Annexed herewith).

11. Vigil Mechanism / Whistle Blower Policy for Directors and Employees

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct & Ethics. The Whistle Blower Policy is posted on the website of the Company and the web-link to the same is http://www.mandhanaretail.com/investor-relations.php

12. Audit Committee

As on 31^st March, 2018, the Audit Committee comprised of four members viz. 3 Independent Directors and 1 Executive Director, given as under:

1. Mr. Kiran Vaidya - Chairman

2. Mr. Pradip Dubhashi

3. Mr. Ramnath Pradeep

4. Mr. Priyavrat Mandhana

Further details on the Audit Committee are provided in the Corporate Governance Report (Annexed herewith).

13. Nomination and Remuneration Policiy

The Board of Directors has formulated a Policy which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of Directors.

The Policy also provides for remuneration of Directors, Members of Senior Management and Key Managerial Personnel.

[Details of Nomination and Remuneration Policy are given under Annexure - ‘C’ to this Report.]

14. Risk Management Policy

The Company has a well-defined risk management framework in place, which provides an integrated approach for identifying, assessing, mitigating, monitoring and reporting of all risks associated with the business of the Company. Although the Company is not mandatorily required to constitute the Risk Management Committee, but to ensure effective risk management the Board of Directors constituted the Risk Management Committee to monitor and review risk management, assessment and minimization procedures and to identify, review and mitigate all elements of risks which the Company may be exposed to.

The Company recognizes that risk is an integral and unavoidable component of its business. Hence, the company has adopted a Risk Assessment and Management policy (“Policy”) to formalize risk based decision-making together with management processes. Risks are managed through a formal risk process as set forth in the Policy. This policy articulates the requirements for processes which include identifying, assessing, measuring, and monitoring risk activities across the organization and establishes governance roles for risk management.

15. Particulars of Loans, Guarantees or Investments

No loans, guarantees or Investments covered under section 186 of the Companies Act, 2013, have been given or provided during the year.

16. Indian Accounting Standards (Ind-As)

As mandated by the Ministry of Corporate Affairs (MCA), the Company has adopted Indian Accounting Standards (“Ind AS”) from 1^st April, 2017 with a transition date being 1^st April, 2016. The Financial Results for the year 2017-2018 have been prepared in accordance with IND-AS, prescribed under Section 1 33 of the Companies Act, 201 3 read with the relevant Rules issued thereunder and the other recognized accounting practices and policies to the extent applicable.

17. Related Party Transactions

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arm’s length basis. During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material under Regulation 23 of Listing Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form No. AOC - 2 is not applicable. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed through the following link: http://www.mandhanaretail.com/investor-relations.php. Your Directors draw attention of the members to Note No. 42 to the financial statements which sets out related party disclosures.

Prior omnibus approval is obtained on an annual basis for transactions with related parties which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee and Board of Directors for their review on periodical basis.

18. Managerial Remuneration

Remuneration to Directors and Key Managerial Personnel

i. The percentage increase in remuneration of each Director, Chief Executive Officer and Company Secretary during FY 2017-18 and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for FY 2017-18 are as under:

Sr. No.	Name of Director /KMP and Designation	Remuneration of Director/ KMP for FY 2017-18 (in Rs.)	% increase in remuneration in FY 2017-18	Ratio of remuneration of each Whole-Time Director to Median Remuneration of Employees
1	Mrs. Sangeeta Mandhana-Managing Director#	87,08,138	Nil	40.92
2	Mr. Priyavrat Mandhana -Executive Director#	87,08,138	Nil	40.92
3	Mr. Sachin Jaju -Non-Executive Director	1,50,000**	N.A.	N.A.
4	Mr. Pradip Dubhashi - Non-Executive Chairman and Independent Director	5,50,000**	N.A.	N.A.
5	Mr. Ramnath Pradeep- Non-Executive and Independent Director	5,75,000**	N.A.	N.A.
6	Mr. Kiran Vaidya - Non-Executive and Independent Director	5,25,000**	N.A.	N.A.
7	Mr. Manish Mandhana -Chief Executive Officer*	10,014,720	N.A.	N.A.
8	Mr. Virendra Varma -Company Secretary	11,76,120	10%	N.A.
9	Mr. Hemant Gupta - Chief Financial Officer & Chief Operating Officer@	N.A.	N.A.	N.A.

* During the financial year 2017-18, Mrs. Sangeeta Mandhana and Mr. Priyavrat Mandhana was paid remuneration at Rs.8,34,560/per month (inclusive of company’s contribution to provident fund). In view of limits provided under the provisions of Section 197 of the Companies Act, 2013, the excess remuneration of Rs.13,06,582/- each was refunded by Mrs. Sangeeta Mandhana and Mr. Priyavrat Mandhana.

*The appointment of Mr. Manish Mandhana as the CEO of the Company is effective from 1^stApril, 2017 and hence no remuneration was paid to him in the financial year 2016-17.

@Mr. Hemant Gupta was appointed as the CFO & COO of the Company w.e.f. 26^th March, 2018, however, Mr. Gupta resumed the services of the Company w.e.f. 2^nd April, 2018 and hence no remuneration was paid to him in the financial year 2016 -17 and 2017-18.

** Exclusive of taxes

Note: Remuneration paid to each Whole-Time Director and KMP includes Salary, allowances, company’s contribution to provident fund and monetary value of perquisites, if any. The remuneration paid to Non-Executive and/or Independent Directors comprises of sitting fees only.

ii. The median remuneration of employees of the Company during FY 2017-18 was ‘2,12,832/;

iii. In the financial year under review, there was an increase of 1.77% in the median remuneration of employees;

iv. There were 653 permanent employees on the rolls of the Company as on 31^st March, 2018 (excluding both the Executive Directors & Mr. Hemant Gupta, CFO & COO);

v. Average percentage increase in the salaries of employees other than the managerial personnel in the last financial year i.e. FY 201718 was 9.20% as compared to FY 2016-17. As regards comparison of Managerial Remuneration of FY 2017-18 over FY 2016-17, details of the same are given in the above table at sr. no. (i);

vi. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate statement and forms part of the Annual Report. Further, this report is being sent to the Members excluding the said statement. The said statement is available for inspection of members at the Registered Office of the Company during working hours upto the date of the Annual General Meeting and shall be made available to any shareholder on request. The said statement is also available on the website of the Company, the weblink to which is www.mandhanaretail.com.

19. Statutory Auditors and Auditors’ Report

In accordance with Section 139 of the Companies Act, 2013, M/s. BSR & Co., LLP, Chartered Accountants (Firm Registration Number: 101248W/W-100022) were appointed by the shareholders of the Company at the 6^th Annual General Meeting held on 20th September, 2017, as the Statutory Auditors for a period of 5 years to hold office until the conclusion of the 11^th Annual General Meeting of the Company.

Earlier, proviso to Section 1 39(1 ), of the Companies Act, 2013 provided that the appointment of the Statutory Auditors is required to be ratified by the Members at every Annual General Meeting held during their tenure. However, the said proviso was omitted w.e.f. 7^th May, 2018 by the Companies Amendment Act, 201 7 and thereby the notice for this 7^th Annual General Meeting does not include the proposal seeking ratification of the appointment of the Statutory Auditors.

The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended 31^st March, 2018. The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

There is no incident of fraud requiring reporting by the auditors under Section 143(12) of the Companies Act 2013.

20. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made thereunder, the Company has appointed Mr. Nitin R. Joshi, Practicing Company Secretary (Certificate of Practice No. 1884 and Membership No. FCS- 3137) as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as Annexure - ‘D’ and forms an integral part of this Report. The Company has complied with all the applicable secretarial standards.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The statements referred in the Secretarial Audit Report are self-explanatory and therefore do not call for any comments under Section 1 34 of the Companies Act, 2013.

21. Corporate Social Responsibility

The Annual Report on CSR activities for the financial year 2017-18 is enclosed as Annexure - ‘B’.

22. Subsidiaries, Joint Ventures and Associate Companies

The Company has no subsidiary, Joint Venture and Associate Company as on 31^st March, 2018.

23. Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Company’s Operations in Future

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company’s future operations.

24. Adequacy of Internal Financial Controls

The Company has adequate internal financial controls in place with reference to financial statements. These are continually reviewed by the Company to strengthen the same wherever required. The internal control systems are supplemented by internal audit carried out by an independent firm of Chartered Accountants and periodical review by the Management. The Audit Committee of the Board addresses issues raised by both, the Internal Auditors and the Statutory Auditors.

25. Directors’ Responsibility Statement

Pursuant to the requirements under sub section (3)(c) and (5) of Section 134 of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby confirmed that;

i) i n the preparation of the annual accounts for the financial year ended 31^st March, 2018, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

iv) t he Directors have prepared the annual financial statements on a going concern basis;

v) t he Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

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

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as per section 134(3)(2) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 for the year ended 31^st March, 2018 are provided under Annexure - ‘A’ to this report.

27. Extract of Annual Return

The extract of the Annual Return in prescribed Form No. MGT-9 is provided under Annexure - ‘E’ forming part of this Report.

28. Others

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

1. The details relating to deposits, covered under Chapter V of the Act, since neither the Company has accepted deposits during the year under review nor there were any deposits outstanding during the year.

2. Details relating to issue of sweat equity shares, stock options, and shares with differential rights as to dividend, voting or otherwise, since there was no such issue of shares.

3. None of the Whole-Time Directors of the Company received any remuneration or commission from any of its subsidiaries.

Your Directors further state that during the year under review, there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

29. Acknowledgement

The Directors take this opportunity to thank the Shareholders, Financial Institutions, Banks, Customers, Suppliers, Regulators, Government Authorities - Central and State Government & Local.

The Directors also place on record their appreciation to the employees at all levels for their hard work, dedication and commitment.

For and on behalf of the Board of Directors

The Mandhana Retail Ventures Limited

(formerly known as Mandhana Retail Ventures Limited)

Sangeeta Mandhana Priyavrat Mandhana

Managing Director Executive Director

DIN: 06934972 DIN: 02446722

Place: Mumbai

Date: 28^th May, 2018