Ravinder Heights Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

The Board of Directors take pleasure in presenting their
06^th Annual Report on the business and operations of
the Company together with Audited Standalone and
Consolidated Financial Statements and Auditors'' Report
thereon for the financial year ended March 31, 2025.

Financial and Operational Highlights

	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	141.12	141.12	57.30	62.15
Other Income	8.39	6.71	663.40	925.37
Total Income	149.51	147.83	720.70	987.52
Profit/(Loss) before Interest, Tax, Depreciation & Amortisation (EBITDA)	16.00	43.05	(93.06)	32.55
Profit/(Loss) before Exceptional Items and Tax	(71.68)	( 49.75)	(332.59)	(210.99)
Profit/(Loss) before Tax (PBT)	( 71.68)	( 49.75)	(332.59)	(210.99)
Profit/(Loss) after Tax (PAT)	( 38.29)	( 28.29)	(253.74)	(215.17)
Total Comprehensive Income	( 38.29)	( 28.29)	(253.74)	(215.17)

State of Company''s Affairs

During the year under review, your Company''s

consolidated Total revenue (including other income)
stood at Rs. 720.71 Lakhs as compared to Rs. 987.53
Lakhs for the previous year; Loss before Tax stood at
Rs. 332.59 Lakhs as compared to Loss of Rs. 210.99
Lakhs for the previous year.

During the year under review, your Company''s

Standalone Total revenue (including other income)
stood at Rs. 149.51 Lakhs as compared to Rs. 147.83
Lakhs for the previous year; Loss incurred by the
company stood at Rs. 71.68 Lakhs as compared to Rs.
49.75 Lakhs for the previous year.

Financial Statements

These standalone and consolidated financial statements
of the Company have been prepared in accordance
with the Indian Accounting Standards (hereinafter
referred to as the ''Ind AS'') as notified by Ministry of
Corporate Affairs (''MCA'') under Section 133 of the

Companies Act, 2013 (''Act'') read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended
from time to time and presentation requirements,

relevant provisions of the Act and other accounting
principles generally accepted in India. The Company is
a "Core Investment Company" and is not required to
get registered under section 45IA of the Reserve Bank
of India Act, 1934. Accordingly, the Company has
presented the financial statements in the format
prescribed for NBFCs i.e., Division III of Schedule III to
the Companies Act, 2013 with necessary additional
disclosures wherever required.

Dividend and Transfer to Reserves

During the year under review, in view of losses the
Board of Directors has not recommended any dividend
on the equity shares as well as preference shares of the
Company. Accordingly, the Company has not
transferred any amount to general reserves. The
closing balance of the retained earnings of your
Company for FY 2024-25 after all appropriations and
adjustments was (875.24 Lakhs).

Public Deposits

During the year under review, the Company has neither
invited nor accepted/ renewed any deposits from the
public within the meaning of Section 73 and 74 of the
Companies Act, 2013 (the ''Act'') read with the
Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantees or Investments

Particulars of loans, guarantees, securities and
investments have been disclosed in the notes to the
Standalone Financial Statements.

Related Party Transaction

The Company has robust processes and procedures for
identification and monitoring related party (ies) and
related party transactions.

All contracts, arrangements and transactions entered
into by the Company during the Financial Year under
review with related parties were on an arm''s length
basis and in the ordinary course of business.

There were no materially significant related party
transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other
designated persons, which could have potential conflict
with the interest of the Company at large. The
Company''s major related party transactions are
generally with its wholly owned subsidiary companies.

During the year, the Company has not entered into any
contract/ arrangement/transaction with related parties
which could be considered material in accordance with
the policy of Company on materiality of related party
transactions (transactions where the value exceeds 10%
of the annual consolidated turnover) or which is

required to be reported in Form AOC - 2 in terms of
section 134 (3)(h) read with Section 188 of the Act and
Rule 8(2) of the Companies (Accounts) Rules 2014.

All Related Party Transactions were placed before the
Audit Committee for approval. Omnibus approval of
the Audit Committee was reviewed for the transactions
which were of a repetitive nature. The transactions
entered into pursuant to the omnibus approval so
granted were reviewed and statements giving details of
all related party transactions were placed before the
Audit Committee on a quarterly basis. The policy on
Related Party Transactions as approved by the Board is
uploaded on the Company''s website at the link:
https://ravinderheights.com/rvhl/docs/Policy-on-
Related-Party-T ransactions.pdf

Your directors draw the attention of the Members to
Note 28 to the standalone financial statement which
sets out related party disclosures pursuant to Ind-AS
and Schedule V of Listing Regulations.

Share Capital

The issued, subscribed and paid-up Share Capital of the
Company as on March 31, 2025, is Rs. 6,13,25,746
divided into 6,13,25,746 equity shares of Re. 1 each.

During the financial year 2024-25, the company has
converted 1,65,000 CCPS into 75,000 fully paid-up
equity shares of face value of Re.1/- each at an issue
price of Rs. 22/- per equity share (including premium of
Rs. 21/-) to Mrs. Sunanda Jain, Chairperson cum
Managing Director of the company.

Further, the Company has not issued any equity shares
with differential rights/sweat equity shares under Rule 4
and Rule 8 of Companies (Share Capital and
Debentures Rules, 2014). Also, the Company has not
offered shares under the employee stock option
scheme during the financial year.

Directors'' Responsibility Statement

Pursuant to the requirements under Section 134 (5) of
the Act with respect to Directors'' Responsibility
Statement, your directors confirm that for the year
ended March 31, 2025:

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

b) they have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
company as at March 31, 2025 and of the loss of the
company for the year ended on that date;

c) they have taken proper and sufficient care for the
maintenance of adequate accounting records in

accordance with the provisions of the Act for
safeguarding the assets of the company and for
preventing and detecting fraud and other
irregularities;

d) they have prepared the annual financial statement for
the Financial Year ended March 31, 2025 on a going
concern basis;

e) they have laid down proper internal financial controls
to be followed by the company and such internal
financial controls are adequate and are operating
effectively; and

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

Annual Return

The Annual Return for FY 2024-25 as required
under Section 92(3) of the Act read with the
Companies (Management and Administration)
Rules, 2014, is available at the Company''s
website and can be accessed at https://
ravinderheiqhts.com/rvhl/docs/Annual-Return-for-the-
Financial-Year-ended-March-31,-2025-(Form-
MGT-7).pdf

Directors and Key Managerial Personnel

a) Retirement by Rotation: In terms of the provisions
of Section 152(6) of the Companies Act, 2013, Mrs.
Sunanda Jain (DIN: 03592692 ), retires by rotation
at this Annual General Meeting, and being eligible,
offers herself for reappointment as a Chairperson
cum Managing Director. The resolution seeking
members'' approval for her re-appointment form part
of the AGM Notice. The Board of Directors of your
Company has recommended her re-appointment.

b) Declaration by Independent Directors: The

Independent Directors in their respective
disclosures have confirmed that they are
independent of the Management and not aware of
any circumstances or situation, which exists or may
be reasonably anticipated that could impair or
impact their ability to discharge their duties. Based
on the disclosures received from Independent
Directors, the Board of Directors has confirmed that
they fulfill conditions specified in Section 149(6) of
the Act and Regulation 16(1)(b) and 25(8) of the
SEBI Listing Regulations.

Further, the Board is of the opinion that the
Independent Directors of the Company uphold the
highest standards of integrity and possess the
requisite expertise and experience required to fulfill
their duties as Independent Directors.

c) Registration on Independent Directors'' Data

Bank: Pursuant to the requirements issued by
Ministry of Corporate Affairs ("MCA") vide its

notification dated October 22, 2019, the details of
all the independent directors of the Company are
registered in the databank of Indian Institute of
Corporate Affairs ("IICA"). Requisite disclosures
under Section 149(6) of the Act have also been
received from the independent directors in this
regard.

d) Confirmation by Directors regarding
Directorship(s)/Committee Position(s)

Based on the disclosures received, number of
Directorship(s), Committee Membership(s), and
Chairmanship of all the Directors are within
respective limits prescribed under the Act and SEBI
Listing Regulations. Further, none of the Executive
Directors of the Company served as an Independent
Director in any other listed company. Necessary
disclosures regarding Committee positions in other
public companies as on March 31, 2025, have been
made by the Directors and reported in the Corporate
Governance Report which forms part of the Annual
Report.

e) Change in Directors and Key Managerial
Personnel:

S. No.	Name of Key Managerial Personnel	Designation	Appointment/ Resignation/ Change in Designation
1.	Mr. Namdeo Narayan Khamitkar	Independent Director	Re-appointment w.e.f. August 13, 2025
2.	Mr. Raghava Lakshmi Narasimhan	Independent Director	Re- appointed w.e.f. August 13,2025
3.	Mr. Ajay Chadha	Independent Director	Reappointment w.e.f. August 13, 2025
4.	Mr. Sunil Anand	Independent Director	Appointment w.e.f. May 27, 2025
5.	Ms. Renuka Uniyal	Company Secretary & Compliance Officer	Resigned w.e.f. 08th August 2025
6.	Ms. Vertika	Company Secretary & Compliance Officer	Appointed w.e.f. 11th August 2025

Except this, there is no other change in the directors and
Key Managerial Personnel ("KMP") of the Company till
the date of this report.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy were devised
in accordance with Section 178 of the Act read with SEBI
Listing Regulations.

The Nomination and Remuneration Policy includes
matters related to Director''s appointment and
remuneration including the criteria for determining
qualifications, positive attributes, independence of a

HEIGHT

director and other related matters. The Nomination and
Remuneration Policy of the Company is aimed at
inculcating a performance-driven culture. Through its
comprehensive compensation program, the Company
endeavors to attract, retain, develop and motivate a
high-performance workforce. The said policy is available
on the Company''s website at

https://ravinderheights.com/rvhl/docs/Nomination-and-
Remuneration-Policy.pdf .

Annual Evaluation of the Board, its Committees and
Individual Directors

The Board of Directors of our Company has on the basis
of recommendation of Nomination and Remuneration
Committee has devised a policy for performance
evaluation of the Directors, Board and its Committees,
which include criteria for performance evaluation.
Pursuant to the provisions of the Act and Listing
Regulations, the Board has carried out an annual
performance evaluation of the Board collectively, the
Directors individually as well as the evaluation of the
working of the Committees of the Board. The Board
performance was evaluated based on inputs received
from all the Directors after considering the criteria such
as Board Composition and structure, effectiveness of
Board/Committee processes and information provided
to the Board, etc. Pursuant to the Listing Regulations,
performance evaluation of Independent Directors was
done by the entire Board, excluding the Independent
Director being evaluated.

The Independent Directors of the Board also reviewed
the performance of the Non-independent Directors and
the Board, pursuant to Schedule IV of the Act and
Regulation 25 of the SEBI Listing Regulations.

Board and its Committees

The Board of Directors met 6 (Six) times during FY 2024¬
25. Details of the composition of the Board, terms of
reference, meetings held and attendance thereat are
provided in the Corporate Governance Report forming
part of the Annual Report.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee of Board
of Directors of the Company has been duly constituted
in accordance with the provisions of sub-section (1) of
Section 178 of the Companies Act, 2013 and Regulation
19 of Securities Exchange Board of India (Listing
Obligations and Disclosures Requirements) Regulations,
2015 consisting of 3 Directors, which are Independent
Directors.

The details of compositions, number of Meetings,
functions and the remuneration policy formulated by
this Committee are furnished in the Corporate

Governance Report, forming part of this Annual Report.
Audit Committee

The Audit Committee of Board of Directors of the
Company has been duly constituted in accordance with
Section 177 of the Companies Act, 2013 and Regulation
18 of Securities Exchange Board of India (Listing
Obligations and Disclosures Requirements) Regulations,
2015 consisting of 3 Directors, 2/3rd of which are
independent Directors.

The details of compositions and number of Meetings of
the Audit Committee are furnished in the Corporate
Governance Report, forming part of this Annual Report.

Stakeholder Relationship Committee

The Stakeholders Relationship Committee of the
Company is constituted in line with Regulation 20 of the
Listing Regulations read with Section 178 of the
Companies Act, 2013 consisting of 3 Directors, 1/3^rd of
which are independent Directors.

The Stakeholders'' Relationship Committee was
constituted to redress the shareholders''
grievances/complaints relating to transfer &
transmission of shares, non-receipt of annual report,
dividend, share certificate etc. and to provide the
responses to the queries, if any, raised by the investors.

The details of compositions and number of Meetings of
the Stakeholder Relationship Committee are furnished in
the Corporate Governance Report, forming part of this
Annual Report.

Corporate Governance Report

The Company is committed to sound corporate
governance practices as well as compliance with all
applicable laws and regulations. The Board believes that
adopting the highest level of ethical principles would
ensure that RVHL continues to be the leading Company
in the real estate sector. The Corporate Governance
Report, as stipulated under Regulation 17 to 27 and
Clause (b) to (i) and (t) of Regulation 46(2) and
Paragraph C, D and E of Schedule V of the SEBI Listing
Regulations, forms part of the Annual Report.

A certificate from M/s. RAA & Associates, LLP Company
Secretaries in Practice, confirming compliance of
conditions of Corporate Governance as stipulated under
Para E of Schedule V of the Listing Regulations, is
annexed to the Corporate Governance Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report, as
required under Regulation 34 read with Schedule V of

the SEBI Listing Regulations, forms part of the Annual
Report.

Risk Management Policy

The Company has a defined Risk Management Policy
applicable to the business of the company. This helps in
identifying, assessing and mitigating the risk that could
impact on the Company''s performance and achievement
of its business objectives. The risks are viewed on an
ongoing basis by respective department heads and
functional heads across the organization.

Risk management forms an integral part of the
management policies and is an ongoing process,
integrated deeply into everyday operations. The
development and implementation of the Risk
Management Policy have been covered in the
Management Discussion and Analysis Report, which
forms part of the Annual Report.

Internal Financial Controls

The Company has a robust and well embedded system
of internal financial controls. This ensures that all assets
are safeguarded and protected against loss from
unauthorized use or disposition and all transactions are
authorised, recorded and reported correctly. An
extensive risk-based programme of internal audit and
management reviews provides assurance on the
effectiveness of internal financial controls, which are
continuously monitored through management reviews,
self-assessment, and functional experts as also by the
Statutory / Internal Auditors during the course of their
audits.

The internal control system ensures compliance with all
applicable laws and regulations and facilitates optimum
utilization of available resources and protects the
interests of all stakeholders.

The internal audit plan is also aligned to the business
objectives of the Company, which is reviewed and
approved by the Audit Committee. Further, the Audit
Committee monitors the adequacy and effectiveness of
your Company''s internal control framework. Significant
audit observations are followed up and the actions taken
are reported to the Audit Committee.

The internal control system is commensurate with the
nature, size and complexities of operations of your
Company.

Particulars of Employees and Related Disclosures

During the year under review, the remuneration paid to
Mrs. Sunanda Jain, Chairperson cum Managing Director
is Rs. 2.30 Lakhs per month. Further, there was no
employee in the Company who:

i) if employed throughout the financial year, was in
receipt of remuneration for that year which, in the
aggregate, more than or equals to one crore and two
lakh rupees;

ii) if employed for a part of the financial year, was in
receipt of remuneration for any part of that year, at a
rate which, in the aggregate, more than of equals to
eight lakh and fifty thousand rupees per month;

iii) if employed throughout the financial year or part
thereof, was in receipt of remuneration in that year
which, in the aggregate at a rate which, in aggregate,
is in excess of that drawn by the managing director
or whole-time director or manager and holds by
himself/herself or along with his spouse and
dependent children, more than or equals to two
percent of the equity shares of the company.

Accordingly, disclosures pertaining to remuneration
and other details as required under Section 197(12)
of the Act read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are not applicable
on the Company.

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 ("Managerial Personnel Rules”) are provided in
Annexure - A hereto and the same forms part of this
Report.

Subsidiaries, Joint Ventures, Associate Companies
and Consolidated Financial Statements

As on March 31, 2025 the Company has One (1) Wholly
Owned Subsidiary Company i.e. Radhika Heights Limited
("RHL") and Five (5) Step-down Wholly Owned
Subsidiaries ("WOS") i.e. Nirmala Buildwell Private
Limited, Nirmala Organic Farms & Resorts Private
Limited, Cabana Construction Private Limited, Radicura
Infra Limited and Sunanda Infra Limited.

Pursuant to the provisions of Section 129(3) of the Act
and SEBI Listing Regulations, the Consolidated Financial
Statements of the Company were prepared in
accordance with the applicable Ind AS and form part of
the Annual Report. A statement containing the salient
features of the financial statements of the Subsidiaries,
Joint Ventures and Associates of the Company in Form
AOC-1, as required under the Companies (Accounts)
Rules, 2014, as amended, also form part of the Notes to
the financial statements.

In accordance with the provisions of Section 136 of the
Companies Act, 2013 and read with Regulation 46 of
SEBI Listing Regulations, Audited Financial Statements of
the Company, including Consolidated Financial
Statements, other documents required to be attached

thereto and Audited Financial Statements of each of the
Subsidiaries, are available on the website of the
Company and may be accessed at
https://ravinderheights.com/rvhl/investor-zone/.

RHL (along with its four WOS''s) which are also engaged
in real estate business currently owns 105.62 approx.
acres of land at village Harsaru Sector 89A, Pataudi Road,
Gurugram, Haryana. Radhika Heights Limited ("WOS of
the Company”) along with its Wholly owned subsidiaries
i.e. Radicura Infra Limited, Cabana Construction Private
Limited, Nirmala Buildwell Private Limited, Sunanda Infra
Limited ("Step-down WOS of the Company”) entered
into a Collaboration Agreement with Bestech India
Private Limited ("Developer") for its land situated in
Sector 89A, Gurgaon for affordable plotted colony
project under Deen Dayal Jan Awas Yojna from DTCP
Haryana.

Further they had received the License(s) from Directorate
of Town and Country Planning, Haryana on 17.09.2021
for 12.3812 Acres of land and 08.10.2021 for 39.43125
Acres of Land situated in the village Harsaru, Sector 89A,
Pataudi Road, Gurugram, Haryana for setting up an
Affordable Plotted Colony under Deen Dayal Jan Awas
Yojna ("DDJAY") Scheme.

Thereafter, the project has obtained two licenses from
Directorate of Town and Country Planning, Haryana on
17.09.2021 for 12.3812 acres of Land and 08.10.2021 for
39.43125 acres of Land. In 2023, RERA certificates have
been received for the aforesaid projects and the
development work is in process.

Material unlisted Subsidiary (ies)

The Company has formulated a Policy for determining
material subsidiaries which may be accessed on the
Company''s website at the link:

https://ravinderheights.com/rvhl/docs/Policy-for-
Determining-Material-Subsidiaries.pdf.

As on March 31, 2025 Radhika Heights Limited was the
material subsidiary of the Company pursuant to
Securities Exchange Board of India (Listing Obligations
and Disclosures Requirements) Regulations, 2015.

Auditors and Auditor''s Reports

a) Statutory Auditors and their report: Pursuant to
the provisions of Section 139 and other applicable
provisions, if any, of the Companies Act, 2013 and the
Rules framed there under, M/s. Dewan P N Chopra &
Co., Chartered Accountants be and is hereby re¬
appointed as Statutory Auditor of the Company as same
has been recommended by the audit committee and
approved by board of directors of the company to hold
office from the conclusion of ensuing Annual General
Meeting until the conclusion of the 11^th Annual General

Meeting of the Company to be held in 2030 subject to
the shareholders'' approval at the ensuing AGM.

The Auditors'' Report does not contain any qualification,
reservation, adverse remark or disclaimer of opinion. The
Notes to the Financial Statements (including the
Consolidated Financial Statements) referred to in the
Auditors'' Report are self-explanatory and do not call for
any further comments.

b) Secretarial Auditor and Secretarial Compliance
Report: Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the Board of Directors, based on the recommendation of
the Audit Committee was appointed M/s RAA &
Associates LLP, Practicing Company Secretary as the
Secretarial Auditor of the Company for FY 2024-25. The
Secretarial Audit Report(s) issued by RAA & Associates
LLP, in accordance with the provisions of Section 204 of
the Act for FY ended March 31, 2025 is annexed in the
Annual Report as Annexure-B.

The Secretarial Audit and Secretarial Compliance
Report(s) does not contain any qualification, reservation,
adverse remark or disclaimer, if any, and the report is
self-explanatory. Further, as per the applicable provisions
of the SEBI Listing Regulations, the Secretarial
Compliance Report was filed with the stock exchanges,
within the stipulated timeframe.

Radhika Heights Limited, the material subsidiary of the
Company for FY 2024-25 has also undergone a
Secretarial Audit as per Section 204 of the Act and
Regulation 24A of the SEBI Listing Regulations. The said
report is self-explanatory and does not contain any
qualification, reservation, adverse remark or disclaimer.

Subsequent to the financial year, pursuant to the
provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation 24A
and other applicable provisions of the SEBI Listing
Regulations, the Company is required to appoint a
Secretarial Auditor for a term of five consecutive years.

Subsequent to the financial year, pursuant to the
provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation 24A
and other applicable provisions of the SEBI Listing
Regulations, the Board of Directors in its meeting held
on August 07, 2025 based on the recommendation of
the Audit Committee, approved the appointment of M/s.
RAA & Associates LLP, a peer Reviewed Company
Secretary firm, as Secretarial Auditors of the Company
for a term of 5 (five) consecutive years, commencing
from FY 2025-26 to FY 2029-30, subject to approval of
the members at the ensuing AGM.

n n i n i 3

Brief profile and other details form a part of the AGM
Notice.

M/s. RAA & Associates LLP, a peer Reviewed Company
Secretary firm have given their consent to act as
Secretarial Auditors of the Company and confirmed that
their aforesaid appointment, if made, would be within
the prescribed limits under the Act & Rules made
thereunder and SEBI Listing Regulations and that they
have no conflict of interest. They have also confirmed
that they are not disqualified to be appointed as
Secretarial Auditors in terms of the provisions of the Act
& Rules made thereunder and SEBI Listing Regulations

c) Cost Records and Cost Audit: The provisions of
Section 148 (1) of the Act are not applicable to the
Company for the financial year ended March 31, 2025
and the Company has therefore not maintained any cost
account and records in respect of the same.

Reporting of Fraud by Auditors

During the year under review, the Statutory Auditors and
Secretarial Auditor have not reported any instance of
fraud in respect of the Company, by its officers or
employees under Section 143(12) of the Act.

Significant and Material Order, if any, passed by the
regulator or courts or tribunals

No significant material orders have been passed during
the Financial Year 2024-25 by the regulators or courts or
tribunals affecting the going concern status and
Company''s operations in the future.

Material changes and commitments if any, affecting
the financial position of the Company

Except as disclosed elsewhere in the report, no material
changes and commitments which could affect the
Company''s financial position have occurred between the
end of the financial year 2024-25 and the date of this
Report.

Compliance with Secretarial Standards

The Company has complied with the provisions of
Secretarial Standard-1 (Secretarial Standard on meetings
of Board of Directors) and Secretarial Standard-2
(Secretarial Standard on General Meetings) issued by the
Institute of Company Secretaries of India.

Conservation of Energy, Technology Absorption &
Foreign Exchange earnings and outgo

The particulars as required to be disclosed in terms of
Section 134 (3) (m) of the Act, read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 forming part of this
Report are as follows:

a) Conservation of Energy:

The Company is making all efforts to conserve
energy by monitoring energy costs and periodically
reviewing the consumption of energy. It also takes
appropriate steps to reduce consumption through
efficiency in usage and timely
maintenance/installation/up gradation of energy
saving devices.

b) Foreign Exchange Earnings and Outgo: There
were no foreign exchange earnings and outgoes
during the period under review.

c) Technology Absorption:

The Company uses the latest technology and
equipment in its business. Further the Company is
not engaged in any manufacturing activity.

Though the Company has not spent any amount
during the year towards research and developmental
activities, it has been active in harnessing and
tapping the latest and best technology in the
industry.

Whistle Blower Policy/Vigil Mechanism

The Company has established the necessary vigil
mechanism for Directors and employees in compliance
with Section 177(9) of the Act read with Regulation 22 of
SEBI Listing Regulations, to report their genuine
concerns or grievances regarding any unethical behavior
at the workplace. The Company''s Whistle Blower Policy is
available on the website of the Company at
https://ravinderheights.com/rvhl/docs/Vigil-
Mechanism-Policy.pdf

Corporate Social Responsibility

As per Section 135 of Companies Act, 2013, companies
are required to undertake CSR activities if they meet
certain financial criteria i.e. net worth of Rs. 500 Crores or
more, or turnover of Rs. 1000 crores or more, or a net
profit (as defined under section 198 of the Companies
Act, 2013) of Rs. 5 Crores or more during the financial
year.

Our Company''s financial metrics, including turnover and
net profit, fall below the prescribed threshold limits
specified by law. Given our financial standing, we are
exempt from the mandatory CSR provisions.

Policy for Prevention, Prohibition and Redressal of
Sexual Harassment of Women at Workplace

Your Company is committed to providing a safe, non¬
discriminatory and non-hostile work environment that is
free from any form of intimidation or harassment that is

sexual in nature. This is to maintain a workplace where all
the employees are considered equal and where the
dignity of each employee is respected and protected.

Your Company has constituted an Internal Complaints
Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 and has a policy and framework for employees to
report sexual harassment cases at workplace. Your
Company''s process ensures complete anonymity and
confidentiality of information. Adequate workshops and
awareness programs against sexual harassment are
conducted across the organization.

All employees, including those of subsidiaries
(permanent, contractual and trainees) are covered under
this policy. The policy is gender neutral.

The table below provides details of complaints
received/disposed during the financial year 2024¬
25:

Number of complaints received during the year	0
Number of complaints disposed off during the year	0
Number of cases pending for more than ninety days	0

Statement on compliance with Maternity Benefit Act,
1961

During the period under review, there are no female
employees currently on maternity leave or who have
availed of maternity benefits within the reporting period.

Insider Trading Code

The ''RVHL Code of Conduct to Regulate, Monitor and
Report trading by Designated Persons and their
Immediate Relatives'' (''RVHL Code'') is in compliance with
the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015, as amended (''SEBI
PIT Regulations''). RVHL Code is available on the
Company''s website at

https://ravinderheights.com/rvhl/docs/Code-of-Conduct-
for-Prevention-of-Insider-Trading.pdf

The Code of Practices and Procedures for Fair Disclosure
of Unpublished Price Sensitive Information including a
policy for determination of legitimate purposes is also in
line with the SEBI PIT Regulations.

Further, the Company has put in place an adequate and
effective system of internal controls including
maintenance of a Structured Digital Database to ensure
compliance with the requirements of the SEBI PIT
Regulations to prevent insider trading.

---

Mar 31, 2024

The Board of Directors take pleasure in presenting their 05^th Annual Report on the business and operations of the Company together with Audited Standalone and Consolidated Financial Statements and Auditors'' Report thereon for the financial year ended March 31,2024.

Financial and Operational Highlights

(Amount in Lakhs)
Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Financial Performance Summary
Revenue from Operations	141.12	141.12	62.15	1,204.25
Other Income	6.71	6.38	925.37	450.07
Total Income	147.83	147.50	987.52	1,654.32
Profit/(Loss) before Interest, Tax, Depreciation & Amortisation (EBITDA)	43.05	6.43	32.55	686.56
Profit/(Loss) before Exceptional Items and Tax	(49.75)	(92.15)	(210.99)	426.93
Profit/(Loss) before Tax (PBT)	(49.75)	(92.15)	(210.99)	426.93
Profit/(Loss) after Tax (PAT)	(28.29)	(70.99)	(215.17)	616.74*
Total Comprehensive Income	(28.29)	(70.99)	(215.17)	616.74*
*Include figures for the discontinued operations

State of Company''s Affairs

During the year under review, your Company''s consolidated Total revenue (including other income) stood at Rs. 987.52 Lakhs as compared to Rs. 1,654.32 Lakhs for the previous year; Loss before Tax stood at Rs. 210.99 Lakhs as compared to profit of Rs. 426.93 Lakhs for the previous year.

During the year under review, your Company''s Standalone Total revenue (including other income) stood at Rs. 147.83 Lakhs as compared to Rs. 147.50 Lakhs for the previous year; Loss incurred by the company stood at Rs. 49.75 Lakhs as compared to Rs. 92.15 Lakhs for the previous year.

Financial Statements

These standalone and consolidated financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the ''Ind AS'') as notified by Ministry of Corporate Affairs (''MCA'') under Section 133 of the Companies Act, 2013 (''Act'') read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and presentation requirements, relevant provisions of the Act and other

accounting principles generally accepted in India. As the demerger of the Real Estate Business Undertaking is on a going concern basis, under common control and accounted by applying Appendix C of Ind AS 103: Business Combinations, the accounting policies followed for the said Real Estate Business Undertaking by the demerged company have been consistently applied except where a newly issued accounting standard initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use and the disclosures in respect of significant accounting policies are made accordingly. On approval of the composite scheme of arrangement, the Company has become a "Core Investment Company" and is not required to get registered under section 45IA of the Reserve Bank of India Act, 1934. Accordingly, the Company has presented the financial statements in the format prescribed for NBFCs i.e., Division III of Schedule III to the Companies Act, 2013 with necessary additional disclosures wherever required.

Dividend and Transfer to Reserves

During the year under review, in view of losses the Board of Directors has not recommended any dividend on the equity shares as well as preference shares of the Company. Accordingly, the Company has not transferred any amount to general reserves. The closing balance of the retained earnings of your Company for FY 2023-24 after all appropriations and adjustments was (836.95 Lakhs).

Public Deposits

During the year under review, the Company has neither invited nor accepted/ renewed any deposits from the public within the meaning of Section 73 and 74 of the Companies Act, 2013 (the ''Act'') read with the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantees or Investments

Particulars of loans, guarantees, securities and investments have been disclosed in the notes to the Standalone Financial Statements.

Related Party Transaction

The Company has robust processes and procedures for identification and monitoring related party (ies) and related party transactions.

All contracts, arrangements and transactions entered into by the Company during the Financial Year under review with related parties were on an arm''s length basis and in the ordinary course of business.

There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which could have potential conflict with the interest of the Company at large. The Company''s major related party transactions are generally with its subsidiary companies.

During the year, the Company has not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of Company on materiality of related party

transactions (transactions where the value exceeds 10% of the annual consolidated turnover) or which is required to be reported in Form AOC - 2 in terms of section 134 (3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014.

All Related Party Transactions were placed before the Audit Committee for approval. Omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at the link:

https://ravinderheights.com/rvhl/docs/Policv-on-Related-Partv-Transactions.pdf

Your Directors draw attention of the Members to Note 27 to the standalone financial statement which sets out related party disclosures pursuant to Ind-AS and Schedule V of Listing Regulations.

Significant Events during the year under review

During the financial year 2023-24, the Company has received request letters from the below mentioned "erstwhile Promoter and Promoter group" of the Company ("Outgoing Promoters"), for their reclassification from ''Promoter and Promoter Group'' category to ''Public'' category in accordance with Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Sr. No	Erstwhile Promoter and Promoter group
1.	Second Lucre Partnership Co.
2.	Ashish Jain
3.	Rajesh Jain
4.	Sandeep Jain
5.	Nirmala Jain
6.	Abhey Kumar Jain
7.	First Lucre Partnership Co.

Further, the Stock Exchanges vide their letters dated April 10, 2024, for the Second Lucre Partnership Co. and dated May 07, 2024 for the remaining Erstwhile Promoter and Promoter group, approved the application submitted by the Company, on the request of "erstwhile Promoter and Promoter group" of the Company ("Outgoing Promoters"), for their reclassification from ''Promoter and Promoter Group'' category to ''Public'' category in accordance with Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Consequently, w.e.f. April 10, 2024, and May 07, 2024, respectively, the Outgoing Promoters (erstwhile ''Promoter and Promoter group'' of the Company) were reclassified as ''Public'' shareholders.

Share Capital

The issued, subscribed and paid-up Share Capital of the

Company as on March 31, 2024, is Rs. 6,29,00,746 comprising of Rs. 6,12,50,746 equity share capital divided into 6,12,50,746 Equity Shares of Re. 1 each and Rs. 16,50,000 preference share capital divided into 1,65,000 -0.01% Compulsory Convertible Non-Cumulative Preference Shares (CCPS) of Rs. 10/- each.

During the financial year 2023-24, the Company has not issued any equity shares with differential rights/sweat equity shares under Rule 4 and Rule 8 of Companies (Share Capital and Debentures Rules, 2014). Also, the Company has not offered shares under employee stock option scheme during the financial year.

Directors'' Responsibility Statement

Pursuant to the requirements under Section 134 (5) of the Act with respect to Directors'' Responsibility Statement, your directors confirm that for the year ended 31^st March 2024:

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

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2024 and of the loss of the company for the year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual financial statement for the Financial Year ended March 31, 2024 on a going concern basis;

e) they have laid down proper internal financial controls to be followed by the company and such internal financial controls are adequate and are operating effectively; and

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

Annual Return

Pursuant to section 92 (3) read with Section 134 (3) (a) of the Act, the Annual Return as on March 31, 2024 is available on the Company''s website and can be accessed at https://ravinderheights.com/rvhl/docs/Annual-Return-for-the-Financial-Year-ended-March-31,-2024-(Form-MGT-Zlpdf

Directors and Key Managerial Personnel

a) Retirement by Rotation: In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mr. Sumit Jain (DIN: 00014236), retires by rotation at this Annual General Meeting, and being eligible, offers himself for reappointment as director. The resolution seeking members'' approval for his re-appointment form part of the AGM Notice. The Board of Directors of your

Company has recommended his re-appointment.

b) Declaration by Independent Directors: The

Independent Directors in their respective disclosures have confirmed that they are independent of the Management and not aware of any circumstances or situation, which exists or may be reasonably anticipated that could impair or Impact their ability to discharge their duties. Based on the disclosures received from Independent Directors, the Board of Directors has confirmed that they fulfill conditions specified in Section 149(6) of the Act and Regulation 16(1)(b) and 25(8) of the SEBI Listing Regulations.

Further, the Board is of the opinion that the Independent Directors of the Company uphold the highest standards of integrity and possess the requisite expertise and experience required to fulfill their duties as Independent Directors.

c) Registration on Independent Directors'' Data Bank:

Pursuant to the requirements issued by Ministry of Corporate Affairs ("MCA") vide its notification dated October 22, 2019, the details of all the independent directors of the Company are registered in the databank of Indian Institute of Corporate Affairs ("IICA"). Requisite disclosures under Section 149(6) of the Act have also been received from the independent directors in this regard.

d) Confirmation by Directors regarding Directorship(s)/Committee Position(s)

Based on the disclosures received, number of Directorship(s), Committee Membership(s), and Chairmanship of all the Directors are within respective limits prescribed under the Act and SEBI Listing Regulations. Further, none of the Executive Directors of the Company served as an Independent Director in any other listed company. Necessary disclosures regarding Committee positions in other public companies as on 31 March 2024, have been made by the Directors and reported in the Corporate Governance Report which forms part of the Annual Report.

e)	Change in Directors and Key Managerial Personnel:
	S. No.	Name of Key Managerial Personnel	Designation	Appointment/R esignation/ Change in Designation
	1.	Ms. Alka	Company Secretary & Compliance officer cum Chief Financial Officer	Resigned w.e.f 29th April, 2023
	2.	Ms. Renuka Uniyal	Company Secretary & Compliance officer cum Chief Financial Officer	Appointed w.e.f. 29th May, 2023
	3.	Ms. Sumit Jain	Whole-Time Director	Reappointment w.e.f. 11th August, 2023
	4.	Mrs. Sunanda Jain	Chairman Cum Managing Director	Reappointmen t w.e.f. 11th August, 2023
	5.	Mr. Kamal Lakhani	CFO	Appointed w.e.f. 11th September, 2023

6.	Ms. Renuka	Company Secretary &	Change in designation
	Uniyal	Compliance officer	w.e.f. 11th September, 2023

Except this, there is no other change in the directors and Key Managerial Personnel ("KMP") of the Company till the date of this report.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy was devised in accordance with Section 178 of the Act read with SEBI Listing Regulations.

The Nomination and Remuneration Policy includes matters related to Director''s appointment and remuneration including the criteria for determining qualifications, positive attributes, independence of a Director and other related matters. The Nomination and Remuneration Policy of the Company is aimed at inculcating a performance-driven culture. Through its comprehensive compensation program, the Company endeavors to attract, retain, develop and motivate a high-performance workforce. The said policy is available on the Company''s website at https://ravinderheights.com/rvhl/docs/Nomination-and-Remuneration-Policv.pdf .

Annual Evaluation of the Board, its Committees and Individual Directors

The Board of Directors of our Company has on the basis of recommendation of Nomination and Remuneration Committee has devised a policy for performance evaluation of the Directors, Board and its Committees, which include criteria for performance evaluation. Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out an annual performance evaluation of the Board collectively, the Directors individually as well as the evaluation of the working of the Committees of the Board. The Board performance was evaluated based on inputs received from all the Directors after considering the criteria such as Board Composition and structure, effectiveness of Board/Committee processes and information provided to the Board, etc. Pursuant to the Listing Regulations, performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The Independent Directors of the Board also reviewed the performance of the Non-independent Directors and the Board, pursuant to Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations.

Board and its Committees

The Board of Directors met 5 (five) times during FY 2023-24. Details of the composition of the Board, terms of reference, meetings held and attendance thereat are provided in the Corporate Governance Report forming part of the Annual Report.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee of Board of

Directors of the Company has been duly constituted in accordance with the provisions of sub-section (1) of Section 178 of the Companies Act, 2013 and Regulation 19 of Securities Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 consisting of 3 Directors, which are Independent Directors.

The details of compositions, number of Meetings, functions and the remuneration policy formulated by this Committee are furnished in the Corporate Governance Report, forming part of this Annual Report.

Audit Committee

The Audit Committee of Board of Directors of the Company has been duly constituted in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of Securities Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 consisting of 3 Directors, 2/3rd of which are independent Directors.

The details of compositions and number of Meetings of the Audit Committee are furnished in the Corporate Governance Report, forming part of this Annual Report.

During the Financial Year, all the recommendations made by the Audit Committee were accepted by the Board.

Stakeholder Relationship Committee

The Stakeholders Relationship Committee of the Company is constituted in line with the Regulation 20 of the Listing Regulations read with Section 178 of the Companies Act, 2013 consisting of 3 Directors, 1 /3rd of which are independent Directors.

The Stakeholders'' Relationship Committee was constituted to redress the shareholders'' grievances/complaints relating to transfer & transmission of shares, non-receipt of annual report, dividend, share certificate etc. and to provide the responses to the queries, if any, raised by the investors.

The details of compositions and number of Meetings of the Stakeholder Relationship Committee are furnished in the Corporate Governance Report, forming part of this Annual Report.

Corporate Governance Report

The Company is committed to sound corporate governance practices as well as compliance with all applicable laws and regulations. The Board believes that adopting the highest level of ethical principles would ensure that RVHL continues to be the leading Company in the real estate sector. The Corporate Governance Report, as stipulated under Regulation 17 to 27 and Clause (b) to (i) and (t) of Regulation 46(2) and Paragraph C, D and E of Schedule V of the SEBI Listing Regulations, forms part of the Annual Report.

A certificate from M/s. RAA & Associates, Company Secretaries in Practice, confirming compliance of conditions of Corporate Governance as stipulated under Para E of Schedule V of the Listing Regulations, is annexed to the Corporate Governance Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report, as required under Regulation 34 read with Schedule V of the SEBI Listing Regulations, forms part of the Annual Report.

Risk Management Policy

The Company has a defined Risk Management Policy applicable to the business of the company. This helps in identifying, assessing and mitigating the risk that could impact the Company''s performance and achievement of its business objectives. The risks are viewed on an ongoing basis by respective department heads and functional heads across the organization.

Risk management forms an integral part of the management policies and is an ongoing process, integrated deeply into everyday operations. The development and implementation of the Risk Management Policy has been covered in the Management Discussion and Analysis Report, which forms part of the Annual Report.

Internal Financial Controls

The Company has a robust and well embedded system of internal financial controls. This ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition and all transactions are authorised, recorded and reported correctly. An extensive risk-based programme of internal audit and management reviews provides assurance on the effectiveness of internal financial controls, which are continuously monitored through management reviews, self-assessment, and functional experts as also by the Statutory / Internal Auditors during the course of their audits.

The internal control system ensures compliance with all applicable laws and regulations and facilitates optimum utilization of available resources and protects the interests of all stakeholders.

The internal audit plan is also aligned to the business objectives of the Company, which is reviewed and approved by the Audit Committee. Further, the Audit Committee monitors the adequacy and effectiveness of your Company''s internal control framework. Significant audit observations are followed-up and the actions taken are reported to the Audit Committee. The internal control system is commensurate with the nature, size and complexities of operations of your Company.

Particulars of Employees and Related Disclosures

During the year under review, the remuneration paid to Mrs. Sunanda Jain, Chairperson cum Managing Director is Rs. 2.30 Lakhs per month. Further, there was no employee in the Company who:

i) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, more than or equals to one crore and two lakh rupees;

ii) if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which,

in the aggregate, more than of equals to eight lakh and fifty thousand rupees per month;

iii) if employed throughout the financial year or part thereof, was in receipt of remuneration in excess of that drawn by the managing director or whole-time director or manager and holds by himself/herself or along with his spouse and dependent children, more than or equals to two percent of the equity shares of the company.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Managerial Personnel Rules") are provided in Annexure - A hereto and the same forms part of this Report.

Accordingly, disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable on the Company.

Subsidiaries, Joint Ventures, Associate Companies and Consolidated Financial Statements

Your Company has One (1) Wholly Owned Subsidiary Company, viz. Radhika Heights Limited ("RHL") and Five (5) Step-down Wholly Owned Subsidiaries ("WOS"), viz. Nirmala Buildwell Private Limited, Nirmala Organic Farms & Resorts Private Limited, Cabana Construction Private Limited, Radicura Infra Limited and Sunanda Infra Limited.

RHL (along with its four WOSs) which are also engaged in real estate business currently owns 105.62 approx. acres of land at village Harsaru Sector 89A, Patudi Road, Gurgoan, Haryana. Radhika Heights Limited ("WOS of the Company") along with its Wholly owned subsidiaries i.e. Radicura Infra Limited, Cabana Construction Private Limited, Nirmala Buildwell Private Limited, Sunanda Infra Limited ("Step-down WOS of the Company") entered into a Collaboration Agreement with Bestech India Private Limited ("Developer") for its land situated in Sector 89A, Gurgaon for affordable plotted colony project under Deen Dayal Jan Awas Yojna from DTCP Haryana.

Further they had received the License(s) from Directorate of Town and Country Planning, Haryana on 17.09.2021 for 12.3812 Acres of land and 08.10.2021 for 39.43125 Acres of Land situated in the village Harsaru, Sector 89A, Pataudi Road, Gurugram, Haryana for setting up an Affordable Plotted Colony under Deen Dayal Jan Awas Yojna ("DDJAY") Scheme.

Pursuant to the provisions of Section 129(3) of the Act and SEBI Listing Regulations, the Consolidated Financial Statements of the Company were prepared in accordance with the applicable Ind AS and form part of the Annual Report. A statement containing the salient features of the financial statements of the Subsidiaries, Joint Ventures and Associates of the Company in Form AOC-1, as required under the Companies (Accounts) Rules, 2014, as amended, also form part of the Notes to the financial statements.

In accordance with the provisions of Section 136 of the Companies Act, 2013 and read with Regulation 46 of SEBI Listing Regulations, Audited Financial Statements of the Company, including Consolidated Financial Statements, other documents required to be attached thereto and Audited Financial Statements of each of the Subsidiaries, are available on the website of the Company and may be accessed at https://ravinderheights.com/rvhl/investor-zone/ Audited Financial Statements/.

Material unlisted Subsidiary (ies)

The Company has formulated a Policy for determining material subsidiaries which may be accessed on the Company''s website at the link:

https://ravinderheights.com/rvhl/docs/Policv-for-Determining-Material-Subsidiaries.pdf.

As on March 31,2024 Radhika Heights Limited and Radicura Infra Limited was the material subsidiary of the Company pursuant to Securities Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Auditors and Auditor''s Reports

a) Statutory Auditors and their report: M/s. Dewan P.N. Chopra & Co., Chartered Accountants were appointed as Statutory Auditor of the Company at the 1st Annual General Meeting of the Company held on September 8, 2020 to hold office for a term of 5 years until the conclusion of 6^th Annual General Meeting of the Company.

The Company has received confirmation from M/s. Dewan P.N. Chopra & Co., Chartered Accountants that they are not disqualified from continuing as Auditor of the Company.

The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer of opinion. The Notes to the Financial Statements (including the Consolidated Financial Statements) referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

b) Secretarial Auditor and Secretarial Compliance

Report: M/s. RAA & Associates LLP, Company

Secretaries in Practice was appointed as Secretarial Auditor of the Company for FY 2023-24. The Secretarial Audit Report(s) for FY ended 31 March 2024 are annexed at Annexure-B. The Secretarial Audit and Compliance Report(s) does not contain any qualification, reservation, adverse remark or disclaimer, if any, and that the report is self-explanatory. Further, as per the applicable provisions of the SEBI Listing Regulations, the Secretarial Compliance Report was filed with the stock exchanges, within the stipulated timeframe.

Radhika Heights Limited and Radicura Infra Limited material subsidiaries of the Company have also undergone Secretarial Audit as per Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations. The said reports are self-explanatory and do not contain any qualification, reservation, adverse remark or disclaimer.

c) Cost Records and Cost Audit: The provisions of Section 148 (1) of the Act is not applicable on the Company for the financial year ended March 31, 2024 and the Company has therefore not maintained any cost account and records in respect of the same.

Reporting of Fraud by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instance of fraud in respect of the Company, by its officers or employees under Section 143(12) of the Act.

Significant and Material Order, if any, passed by the regulator or courts or tribunals

No significant and material orders have been passed during the Financial Year 2023-24 by the regulators or courts or tribunals affecting the going concern status and Company''s operations in the future.

Material changes and commitments if any, affecting the financial position of the Company

Except as disclosed elsewhere in the report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year 2023-2024 and the date of this Report.

Compliance with Secretarial Standards

The Company has complied with the provisions of Secretarial Standard - 1 (Secretarial Standard on meetings of Board of Directors) and Secretarial Standard - 2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India.

Conservation of Energy, Technology Absorption & Foreign Exchange earnings and outgo

The particulars as required to be disclosed in terms of Section 134 (3) (m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 forming part of this Report are as follows:

a) Conservation of Energy:

The Company is making all efforts to conserve energy by monitoring energy costs and periodically reviewing the consumption of energy. It also takes appropriate steps to reduce the consumption through efficiency in usage and timely maintenance/installation/up gradation of energy saving devices.

b) Foreign Exchange Earnings and Outgo: There were no foreign exchange earnings and outgoes during the period under review.

c) Technology Absorption:

The Company uses latest technology and equipment in its business. Further the Company is not engaged in any

manufacturing activity.

Though the Company has not spent any amount during the year towards research and developmental activities, it has been active in harnessing and tapping the latest and best technology in the industry.

Whistle Blower Policy/Vigil Mechanism

The Company has established the necessary vigil mechanism for Directors and employees in compliance with Section 177(9) of the Act read with Regulation 22 of SEBI Listing Regulations, to report their genuine concerns or grievances regarding any unethical behavior at the workplace. The Company''s Whistle Blower Policy is available on the website of the Company at https://ravinderheights.com/rvhl/docs/Vigil-Mechanism-Policy.pdf

Corporate Social Responsibility

As per Section 135 of Companies Act, 2013, companies are required to undertake CSR activities if they meet certain financial criteria i.e. net worth of Rs. 500 Crores or more, or turnover of Rs. 1000 crores or more, or a net profit (as defined under section 198 of the Companies Act, 2013) of Rs. 5 Crores or more during the financial year.

Our Company''s financial metrics, including turnover and net profit, fall below the prescribed threshold limits specified by law. Given our financial standing, we are exempt from the mandatory CSR provisions.

Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

The Company continues to follow a robust anti-sexual harassment policy on ''Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace'' (''POSH'') in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder. The Company has set-up an Internal Complaints Committee (''ICC'') for redressal of complaints relating to sexual harassment.

All employees, including those of subsidiaries (permanent, contractual and trainees) are covered under this policy. The policy is gender neutral.

During FY 2023-24, neither any complaint was reported nor was any complaint pending for disposal.

Statement on compliance of code of conduct

The Company has adopted the Code of Conduct (Code) and ethics for Directors, Senior Management and employees. The Code has been circulated to all the Members of the Board, senior management, employees and the same has been put on the Company''s website at web link: https://ravinderheights.com/rvhl/docs/Code-of-Conduct.pdf .

The Board Members, Senior Management and employees have affirmed their compliance with the code and a

declaration signed by the Chairperson cum Managing Director of the Company and forms a part of Corporate Governance Report.

Other Information

During the year under review;

a. There has been no change in the nature of business of the Company;

b. There was no instance of one-time settlement with any Bank or Financial Institution; and

c. The equity shares of the Company have not been suspended from trading by the SEBI and/ or Stock Exchanges.

d. There were not any applications made, or the case was pending under the Insolvency and Bankruptcy Code, 2016.

Acknowledgement

The Board of Directors wishes to place on record their sincere appreciation to all the employees for their dedication and commitment. Their hard work and unstinted efforts enabled the Company to sustain its performance and its sectoral leadership.

The Board of Directors would also like to express their sincere appreciation for assistance and co-operation received stakeholders, including Vendors, Banks, other authorities, other business associates, who continued to extend their valuable support during the year under review and to the esteemed investors for showing their confidence and faith in the management of the Company. It will be the Company''s endeavor to nurture these relationships in strengthening business sustainability.

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Mar 31, 2023

The Board of Directors feel pleasure in presenting their 4^th Annual Report on the Business and operations of the Company together with Audited Standalone and Consolidated Financial Statements and Auditors'' Report thereon for the financial year ended March 31, 2023.

Financial Highlights

A brief summary of the Audited Standalone as well as Consolidated Financials of the Company for the Financial Year ended March 31, 2023 is given below:

(Rs. in Lakhs)
Particulars		Standalone	Consolidated
	2022 - 23	2021 - 22	2022 - 23	2021 - 22
Financial Performance Summary
Revenue from Operations	141.12	141.16	1,204.25	3.36
Other Income	6.38	2.36	450.07	432.28
Total Income	147.50	143.53	1,654.32	435.64
Profit/(Loss) before Interest, Tax, Depreciation & Amortisation (EBITDA)	6.43	77.20	686.56	133.74
Profit/(Loss) before Exceptional Items and Tax	(92.15)	(28.43)	426.93	(56.52)
Exceptional Items	-	-	-	-
Profit/(Loss) before Tax (PBT)	(92.15)	(28.43)	426.93	(56.52)
Profit/(Loss) after Tax (PAT)*	(70.99)	(16.39)	616.74	(2.17)
Total Comprehensive Income*	(70.99)	(16.39)	616.74	(2.17)

*Include figures for the discontinued operations.

State of Company''s Affairs

During the year under review, your Company''s consolidated Total revenue (including other income) stood at Rs. 1,654.32 Lakhs as compared to Rs. 435.64 Lakhs for the previous year; Profit before Tax stood at Rs. 426.93 Lakhs as compared to loss of Rs. 56.52 Lakhs for the previous year.

During the year under review, your Company''s Standalone Total revenue (including other income) stood at Rs. 147.50 Lakhs as compared to Rs. 143.53 Lakhs for the previous year; Loss incurred by the company stood at Rs. 92.15 Lakhs as compared to Rs. 28.43 Lakhs for the previous year.

Financial Statements

These standalone and consolidated financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the ''Ind AS'') as notified by Ministry of Corporate Affairs (''MCA'') under Section 133 of the Companies Act, 2013 (''Act'') read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and presentation requirements, relevant provisions of the Act and other accounting principles generally accepted in India. As the demerger of the Real Estate Business Undertaking is on a going concern basis, under common control and accounted by applying Appendix C of Ind AS 103: Business Combinations, the accounting policies followed for the said Real Estate Business Undertaking by the demerged company have been consistently applied except where a newly issued accounting standard initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use and the disclosures in respect of significant accounting policies are made accordingly. On approval of the composite scheme of arrangement, the Company has become a “Core Investment Company" and is not required to get registered under section 45IA of the Reserve Bank of India Act, 1934. Accordingly, the Company has presented the financial statements in the format prescribed for NBFCs i.e., Division III of Schedule III to the Companies Act, 2013 with necessary additional disclosures wherever required.

Dividend and Transfer to Reserves

In view of losses during the financial year, the Board of Directors has not recommended any dividend on the Equity shares as well as preference shares of the Company. Accordingly, there has been no transfer to the general reserves.

Public Deposits

During the financial year 2022-23, your company has not invited or accepted any deposits from public/members pursuant to the provisions of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Loan, Guarantees or Investments made under Section 186 of the Company

The Company has not granted any loans, given any guarantee or provided any security in connection with a loan to a person or body corporate or made investments within the meaning of Section 186 of the Act during the Financial Year 2022-23.

Related Party Transaction

The Company''s major related party transactions are generally with its subsidiary companies. The related party transactions are entered into based on considerations of various business exigencies, such as synergy in operations, sectorial specialisation and the Company''s long-term

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strategy for sectorial investments, optimisation of market share, profitability, legal requirements, liquidity and capital resources of subsidiaries _r and associates.

All the contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an 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 in accordance with the policy of the Company on Materiality of Related Party Transactions. Accordingly, the Disclosure of Related Party Transactions as required under section 134(3)(h) of the Companies Act, 2013 is not applicable on the Company. The Company has made full disclosure of transactions with the related parties as set out in Note 30 of Standalone Financial Statements, forming part of the Annual Report.

There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

The Company''s Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is available on the website of the Company and can be assessed through the link: https://ravinderheights.com/rvhl/docs/Policv-on-Related-Party-Transactions.pdf

Significant Events during the year/current yeara) Increase in Authorised Share Capital of the Company.

The Board of Directors of the Company in their meeting held on August 10, 2022, approved the increase in Authorized share Capital of the company from Rs. 7,16,30,000/- (Rupees Seven Crore Sixteen Lakh Thirty Thousand Only) divided into 7,00,00,000 (Seven Crore) Equity Shares of Re. 1/- each and 1,63,000 (One Lakh Sixty Three Thousand) Preference Shares of Rs. 10 (Rupees Ten) each to Rs. 7,40,00,000/- (Rupees Seven Crore Fourty Lakhs Only) divided into 7,00,00,000 (Seven Crore) equity Shares of Re. 1/- (Rupee One) each and Rs. 40,00,000/- (Rupees Forty Lakh Only) divided into 4,00,000 (Four Lakh) preference shares of Rs. 10/- (Rupees Ten) each and consequential amendment in capital clause of Memorandum of Association of the Company.

Further, in terms of Section 13, 62 and 55 of the Companies Act, 2013 read with rules made thereunder, the said issuance of preference shares by the Company also requires the approval of the shareholders of the Company. Therefore, the Shareholders of the Company have approved the same in the Annual General Meeting held on September 29, 2022.

b) Issue and allotment of 0.01% Compulsory Convertible Non-Cumulative Preference Shares by the Company.

The Board of Directors of the Company in their meeting held on August 10, 2022, approved the issue of 1,65,000 - 0.01% Compulsory Convertible Non-Cumulative Preference Shares (CCPS) of Face Value Rs. 10/- amounting to Rs. 16,50,000/- in one or more tranches for a period not exceeding 18 months from the date of issuance to Mrs. Sunanda Jain, Promoter of Company on Preferential basis.

Further, in terms of Section 55 of the Companies Act, 2013 read with rules made thereunder, the said issuance of preference shares by the Company also requires the approval of the shareholders of the Company. Therefore, the Shareholders of the Company have approved the same in the Annual General Meeting held on September 29, 2022.

c) Redemption of 0.5% Cumulative Non-Convertible and Non-Participating Preference Shares by the Company.

The Board of Directors of the Company in their meeting held on November 10, 2022, approved the redemption of 1,63,000 - 0.5% Cumulative Non-Convertible and Non-Participating Preference Shares of Face Value Rs. 10/- amounting to Rs. 16,30,000/- out of proceeds of fresh issue of Compulsory Convertible Non-Cumulative Preference shares by the Company.

Share Capital

The issued, subscribed and paid-up Share Capital of the Company as on March 31, 2023, increased from Rs. 6,28,80,746 comprising of Rs.

6.12.50.746 equity share capital divided into 6,12,50,746 Equity Shares of Re. 1 each and Rs. 16,30,000 preference share capital divided into

1.63.000 - 0.5% Cumulative Non-Convertible and Non-Participating Preference Shares of Rs. 10 each to Rs. 6,29,00,746 comprising of Rs.

6.12.50.746 equity share capital divided into 6,12,50,746 Equity Shares of Re. 1 each and Rs. 16,50,000 preference share capital divided into

1.65.000 - 0.01% Compulsory Convertible Non-Cumulative Preference Shares (CCPS) of Rs. 10/- each.

During the financial year 2022-23, the Company has not issued any equity shares with differential rights/sweat equity shares under Rule 4 and Rule 8 of Companies (Share Capital and Debentures Rules, 2014). Also, the Company has not offered shares under employee stock option scheme during the financial year.

Directors'' Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company herby confirms that:

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

b) the directors has selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) the directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this .Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors has prepared the annual accounts on a going concern basis;

e) the directors has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

_r Annual Return

The draft Annual Return (MGT-7) of the Company as on March 31, 2023 is available on website of the Company and can be accessed through the link: https://ravinderheights.com/rvhl/docs/Annual-Return-for-the-Financial-Year-ended-March-31,-2023-(Form-MGT-7).pdf

Directors and Key Managerial Personnel

a) Retirement by Rotation: In accordance with the provisions of Section 152 of the Companies Act, 2013, Ms. Radhika Jain (DIN: 03592238), Director of the Company is liable to retire by rotation. Being eligible, she has offered herself for re-appointment as director at the ensuing Annual General Meeting.

b) Declaration of Independence: Your Company has received declaration from all the independent Directors of the company confirming that they meet the criteria of Independence provided in Regulation 16 of Securities Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 and there has been no change in circumstances which may affect their status as Independent Director during the Financial Year 2022-23.

c) Registration on Independent Directors'' Data Bank: Pursuant to the requirements issued by Ministry of Corporate Affairs (“MCA") vide its notification dated October 22, 2019, the details of all the independent directors of the Company are registered in the databank of Indian Institute of Corporate Affairs (“IICA"). Requisite disclosures under Section 149(6) of the Act have also been received from the independent directors in this regard.

d) Change in Key Managerial Personnel: Ms. Alka, Company Secretary & Compliance officer cum Chief Financial Officer of the Company has resigned w.e.f 29^th April, 2023 and upon such vacancy Ms. Renuka Uniyal, Company Secretary & Compliance officer cum Chief Financial Officer of the Company was appointed in the Board Meeting held on 29^th May, 2023. Except for this there is no other change in the directors and Key Managerial Personnel (“KMP") of the Company till the date of this report.

Policy on Directors'' Appointment and Remuneration

In accordance with the provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) and on the recommendation of Nomination and Remuneration Committee of the Board of Directors, a Nomination and Remuneration policy for directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director has been adopted by the Board of Directors.

During FY, the Board of Directors of the Company revised the Nomination and Remuneration Policy of the Company. The said Policy includes matters related to Director''s appointment and remuneration including the criteria for determining qualifications, positive attributes, independence of a Director and other related matters.

Nomination and Remuneration policy is available on website of the Company and same can be accessed through the link: https://ravinderheights.com/rvhl/docs/Nomination-and-Remuneration-Policy.pdf

Board Evaluation

During the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its committees and individual Directors. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairperson who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgement, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

Board and its Committee Meetings

During the financial year 2022-23, Five (5) Board Meetings were held on the following dates:

May 25, 2022, August 10, 2022, September 01, 2022, November 10, 2022 and February 03, 2023. The intervening gap between two Board Meetings was within the maximum period prescribed under the Companies Act, 2013. The detailed information is furnished in the Corporate Governance Report, forming part of this Annual Report.

Nomination and Remuneration Committee

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (1) of Section 178 of the Companies Act, 2013. Kindly refer section on Corporate Governance, under head ''Nomination and Remuneration Committee'' for matters . relating to constitution, meetings, functions of the Committee; and the remuneration policy formulated by this Committee.

Audit Committee

.The Audit Committee of Board of Directors of the Company has been duly constituted in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of Securities Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 consisting of

3 Directors, 2/3^rd of which are independent Directors. The details of compositions and number of Meetings of the Audit Committee are _r furnished in the Corporate Governance Report, forming part of this Annual Report. During the Financial Year, all the recommendations made by the Audit Committee were accepted by the Board.

Report on Corporate Governance

The Company is committed to sound corporate governance practice as well as compliance with all applicable laws & regulations. The Board believes that adopting the highest level of ethical principles would ensure the Company to be leading in real estate sectors. The Corporate Governance report as stipulated Under Regulation 17 to 27 and Regulation 46(2) and In Compliance with the Regulation 34(3) read with Schedule V of Securities Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, a detailed report on Corporate Governance along with a certificate from Practicing Company Secretary confirming compliance thereof is attached and forms the part of this Annual Report.

Management Discussion and Analysis Report

In Compliance with the Regulation 34 read with Schedule V of Securities Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, a detailed report on Management Discussion and Analysis is annexed and forming the part of this Annual Report.

Risk Management Policy

The Company has formulated a Risk Management Policy and monitors the risk management plan on a periodic basis. The Company has defined a structured approach to manage uncertainty and to make use of these in the decision making in business decisions and corporate functions. The Company has regularly invested in insuring itself against unforeseen risks.

Internal Financial Controls

The Company has designed and implemented a process driven framework for Internal Financial Controls (IFC) within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013. For the year ended on March 31, 2023, the Board is of the opinion that the Company has sound IFC commensurate with the size, scale and complexity of its business operations. The IFC operates effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and / or improved controls whenever the effect of such gaps have a material effect on the Company''s operations.

Particulars of Employees and Related Disclosures

During the year under review, the remuneration paid to Mrs. Sunanda Jain, Chairperson cum Managing Director is Rs. 2.30 Lakhs per month. Further, there was no employee in the Company who:

i) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, more than or equals to one crore and two lakh rupees;

ii) if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, more than of equals to eight lakh and fifty thousand rupees per month;

iii) if employed throughout the financial year or part thereof, was in receipt of remuneration in excess of that drawn by the managing director or whole-time director or manager and holds by himself/herself or along with his spouse and dependent children, more than or equals to two percent of the equity shares of the company.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Managerial Personnel Rules") are provided in Annexure B hereto and the same forms part of this Report.

Accordingly, disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable on the Company.

Subsidiaries, Associates and Joint Ventures

Your Company have One (1) Wholly Owned Subsidiary Company, viz. Radhika Heights Limited ("RHL") and Six (5) Step-down Wholly Owned Subsidiaries (“WOS"), viz. Nirmala Buildwell Private Limited, Nirmala Organic Farms & Resorts Private Limited, Cabana Construction Private Limited, Radicura Infra Limited and Sunanda Infra Limited.

RHL inter alia, owns a Land at Pataudi Road, Gurugram (along with its four WOSs). It has diversified its activities in construction and development of townships as a part of its growth plans. Accordingly RHL along with its 4 WOS companies signed a term sheet with a developer for development of the integrated township on its land at Pataudi Road, Gurugram. The Project is being carried on in accordance with a Collaboration Agreement/(s) between the parties. Radhika Heights Limited (“WOS of the Company") along with its Wholly owned subsidiaries i.e. Radicura Infra Limited, Cabana Construction Private Limited, Nirmala Buildwell Private Limited, Sunanda Infra Limited (“ Step-down WOS of the Company") and their collaborating party i.e. Bestech India Private Limited (“Developer") had received the License(s) from Directorate of Town and Country Planning, Haryana on 17.09.2021 for 12.3812 Acres of land and 08.10.2021 for 39.43125 Acres of Land situated in the village Harsaru, Sector 89A, Pataudi Road, Gurugram, Haryana for setting up an Affordable Plotted Colony under Deen Dayal Jan Awas Yojna (“DDJAY") Scheme.

During the year under review, three wholly owned subsidiaries (WOS) of Ravinder Heights Limited namely Radhika Heights Limited , Sunanda Infra Limited & Radicura Infra Limited have received the total compensation amount of Rs.1,162.87 Lakhs under compulsory acquisition of land admeasuring of 24 Kanal & 14 Marlas approx. acquired by the Haryana Government for sector road vide through notification no. LAC(G)-. NTLA/2013/1350 dated 27/12/2013 published in the Haryana Govt. Gazette (extraordinary) under section 4 of the Land Acquisition Act, 1984 (LA, Act).

_r Also, a composite scheme of arrangement had been filed with NCLT, Chandigarh on 16.12.2020, for the purpose of demerging the specified leasing business of Radhika Heights Limited ("RHL") (“Demerged Undertaking") to a Meyten Realtech India Private Limited (Resulting Company) wholly-owned subsidiary of Panacea Biotech Limited and merging the Cabana Structures Limited ( transferor company)into Radhika Heights Limited (WOS) (Transferee Company). Thereafter on subsequent hearings, the Hon''ble NCLT Chandigarh Bench has sanctioned the composite scheme of arrangement vide its order dated 18^th January 2023 and scheme of arrangement got effective with effect from 18^th March 2023.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 a statement containing the salient features of financial statements of all the Subsidiaries of the Company in Form AOC-1 is annexed as Annexure - A and forms a part of this report.

In accordance with the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements have been placed on the website of the Company and can be accessed through the link: https://ravinderheights.com/rvhl/docs/Financial-Statements-of-the-Company-for-the-Financial-Year-ended-March-31,-2023.pdf

In accordance with the provisions of Section 136 of the Companies Act, 2013 the Separate audited Financial Statements of the subsidiaries are available on the website of the Company and can be assessed through the link: https://ravinderheights.com/rvhl/docs/Financial-Statements-of-the-Subsidiaries-of-the-Company-for-the-Financial-Year-Ended-March-31,-2023.pdf and are open for inspection at the Company''s registered office/ Corporate office during working hours for a period of 21 days before the date of ensuing Annual General Meeting (AGM) of the Company.

Material unlisted Subsidiary (ies)

The Company has formulated a Policy for determining material subsidiaries which may be accessed on the Company''s website at the link: https://ravinderheights.com/rvhl/docs/Policy-for-Determining-Material-Subsidiaries.pdf.

As on March 31, 2023 Radhika Heights Limited was the material subsidiary of the Company pursuant to Securities Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Auditors and Audit Reports

a) Statutory Auditors and their report: In accordance with the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s. Dewan P.N. Chopra & Co., Chartered Accountants (FRN: 000472N) were appointed as the statutory auditors of the company for a term of five (5) consecutive years to hold office from the conclusion of the first Annual General Meeting of the Company held on September 08, 2020 till the conclusion of Sixth Annual General Meeting of the Company to be held in calendar year 2025.

There are no qualifications, reservations or adverse remarks and disclaimers made by M/s. Dewan P.N. Chopra & Co., Statutory Auditors, in their Audit Report for the financial year 2022-23.

b) Secretarial Auditors and their report: In accordance with the provisions of Section 204 of the Companies Act, 2013, the Board of Directors of the Company appointed M/s. RAA & Associates LLP, Company Secretaries as the Secretarial Auditors of the Company to conduct the secretarial audit of the Company for the Financial Year 2022-23. The Secretarial Audit report for the said period is annexed as Annexure-C and forms a part of this report.

There are no qualifications, reservations or adverse remarks and disclaimers made by M/s. RAA & Associates LLP, Secretarial Auditors, in their Audit Report for the Financial Year 2022-23.

Further in Compliance with Regulation 24A of Securities Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 and SEBI Circular No. CIR/cfd/cmd/1/27/2019 dated February 08, 2019, a report on Secretarial Compliance issued by M/s. RAA & Associates LLP, for the year ended March 31, 2023 has been submitted to Stock Exchanges on May 29, 2023.

Also in accordance with Regulation 24A of Securities Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Secretarial Audit Report of material unlisted subsidiary is annexed as Annexure-D.

c) Cost Records and Cost Audit: Maintenance of cost records as Specified by the Central Government under sub-section 1 of Section 148 of the Companies Act, 2013 and rules made thereunder is not required by the Company during the Financial Year 2022-23 and till the date of this report. Accordingly, neither such accounts and records are made and maintained nor there is any requirement of Cost Audit.

Details in respect of frauds reported by auditors under Section 143(12) of Companies Act, 2013

During the year Financial Year 2022-23, there were no frauds reported by the Auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

Significant and Material orders impacting the going concern status and Company''s operations in the future.

No significant and material orders have been passed during the Financial Year 2022-23 by the regulators or courts or tribunals affecting the going concern status and Company''s operations in the future.

Material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which Financial Statements relate and date of this report.

No material changes and commitments have occurred, which can affect the Financial Position of the Company between the end of the Financial .Year and up to the date of this Report.

Compliance with Secretarial Standards

The Company has complied with the provisions of Secretarial Standard - 1 (Secretarial Standard on meetings of Board of Directors) and Secretarial Standard - 2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India.

Energy Conservation, Technology Absorption & Foreign Exchange

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) Conservation of Energy: The Company has installed the most modern and efficient equipment for conservation of energy. Conservation of energy is a high priority area for the Company where the Company constantly strives for reduction of energy conservation.

b) Foreign Exchange Earnings and Outgo: There were no foreign exchange earnings and outgo during the period under review.

c) Technology Absorption: In the opinion of the Board of Directors, the required particulars, pertaining to the technology absorption in terms of Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable as the Company does not have any significant manufacturing operations.

Vigil Mechanism

Pursuant to Section 177 of the Companies Act, 2013 read with Regulation 22 of the SEBI Listing Regulations, the Company has in place a whistle blower policy for establishing a vigil mechanism for Directors and employees to report instances of unethical and/ or improper conduct and to take suitable steps to investigate and correct the same. The policy is available on the website of the Company and can be accessed through the link: https://ravinderheights.com/rvhl/docs/Vigil-Mechanism-Policy.pdf.

Directors, employees, vendors, customers or any person having dealings with the Company may report non-compliance of the policy to the noticed persons. The Directors and management personnel maintain confidentiality of such reporting and ensure that the whistle blowers are not subjected to any discrimination. No person was denied access to the Audit Committee during the year.

Corporate Social Responsibility

The provisions of Section 135 of the Companies Act, 2013 and rules made thereunder regarding Corporate Social Responsibility are not attracted to the Company as the Company does not fall under the threshold limit of net worth of Rs. 500 Crores or more, or turnover of Rs. 1000 crores or more, or a net profit (as defined under section 198 of the Companies Act, 2013) of Rs. 5 Crores or more during the financial year.

Prevention of Sexual Harassment at workplace

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. All the employees (permanent, contractual, temporary, trainees) are covered under the policy.

Your Company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for dealing with the complaint, if any, relating to sexual harassment of women at workplace. No case has been reported during the year under review.

Acknowledgement

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, and members during the year under review.

For and on behalf of Board of Directors

Sunanda Jain

Date: August 11, 2023 Chairperson cum Managing Director

Place: New Delhi DIN:03592692