Ramsons Projects Ltd

<dhhead>DIRECTORS’ REPORT 2023-24 </dhhead>

To,

The Members,

Ramsons Projects Limited

New Delhi

The directors take pleasure in presenting the 30^th Annual Report together with the Audited Annual Financial statements of the Company for the financial year ended March 31, 2024.

FINANCIAL RESULTS

The financial results of the Company for the year under review are compared below with the previous year’s results for your information and consideration: (Rs. in Lakhs)

FINANCIAL STATEMENTS

Financial Statements for the Financial Year 2023-24 are prepared in compliance with the Companies Act, 2013, Indian Accounting Standards (‘Ind-AS’) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are forming part of the Annual Report.

STATE OF COMPANY’S AFFAIRS

During the year under review, your Company has incurred a profit of Rs. 322.05 Lakhs after tax. Further, the management is working towards growth and development of the Company, and we are striving to achieve the milestones and planned target in the next couple of years.

FINANCE AND CAPITAL STRUCTURE

The authorised share capital of the Company is Rs. 400 Lakhs (Rupees Four Hundred Lakhs only) as on March 31, 2024, comprising of 40,00,000 (Forty Lakhs) Ordinary (Equity) Shares of Rs. 10/- each.

The issued, subscribed and paid-up Share Capital of the Company stood at Rs. 300.65 Lakhs (Rupees Three Hundred Lakhs Sixty-Five Thousand only) as on March 31, 2024, comprising of 30,06,500 (Thirty Lakhs Six Thousand Five Hundred) Ordinary (Equity) Shares of Rs. 10/- each fully paid-up.

Further, there has been no change in the capital structure for the period under review.

AMOUNT, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES.

During the year under review, your Company has transferred an amount of Rs. 65.47 Lakhs from the retained earnings to statutory reserves required to be created under the provisions of Section 45-IC of Reserve Bank of India act, 1934.

DIVIDEND

During the period under review, despite profits being earned the directors have not recommended any dividend for the financial year ended March 31, 2024, keeping in view the further developments plan of the Company.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report and marked as Annexure "I".

CORPORATE GOVERNANCE

The company has complied with the mandatory provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended relating to Corporate Governance with the Stock Exchanges. A comprehensive report on Corporate Governance forming part of the Directors’ Report and the Certificate from the Practicing Company Secretary confirming the compliance of conditions on corporate governance is included in the Annual Report and marked as Annexure "II".

BUSINESS & OPERATIONS

The Company is registered as a Non-Banking Financial Company (NBFC) with Reserve Bank of India under the Category ‘Non-systemically Important Non-deposit taking NBFC’ and continues to comply with all the applicable laws, regulations, guidelines, etc. prescribed by the Reserve Bank of India ("RBI"), from time to time.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the period under review, there has been no change in nature of business and operations of the Company.

Further, the Company has generated its major revenue from operations through interest income amounting to Rs. 50.27 Lakhs for the financial year ended March 31, 2024, as compared to interest income of Rs. 49.22 Lakhs generated during the financial year ended March 31, 2023. The total comprehensive income for the period ended March 31, 2024, stood at Rs. 87.95 Lakhs as compared to Rs. 5.22 Lakhs generated during the financial year ended March 31, 2023. The interest income generated during the period under review was largely on account of loan facilities disbursed by the Company to the Body corporates.

Non-Banking Financial Companies

Non-banking financial companies (NBFCs) are fast emerging as an important segment of Indian financial system. It is performing as financial intermediation in a variety of ways, like making loans and advances, leasing, hire purchase, etc. They advance loans to the various wholesale and retail traders, small-scale industries, and self-employed persons. Thus, they have broadened and diversified the range of products and services offered by the financial sector. Gradually, they are being recognized as complementary to the banking sector due to their customer-oriented services; flexibility and timeliness in meeting the credit needs of specified sectors, etc.

AUDITORS AND AUDIT REPORTS

STATUTORY AUDITORS

M/s. NVM & COMPANY, Chartered Accountants having FRN: 012974N, having its office at J-30, First Floor, Lajpat Nagar-III, New Delhi – 110024 were re-appointed as the Statutory Auditors of the company, based on the recommendations of the Audit Committee and the Board of Directors, by the Shareholders of the Company in their 28^th Annual General Meeting held on July 22, 2022 for a 2^nd term of Five (05) consecutive years i.e. till the conclusion of 33^rd Annual General Meeting to be held in the financial year 2026-27.

STATUTORY AUDIT REPORT

The Auditors’ Report as issued by the Independent Auditors of the Company for the financial year ended March 31, 2024, does not contain any qualification, reservation, adverse remark or disclaimer.

The report of Auditors on the financial statements including relevant notes on the accounts for the financial year ended March 31, 2024, is self-explanatory and therefore does not call for any further comments.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s K. K. Singh & Associates, a firm of Company Secretaries in Practice having its office at 384P, Sector-40, Gurugram-122003, Haryana, India, to undertake the Secretarial Audit of the Company for the Financial Year 2023-24

SECRETARIAL AUDIT REPORT

The secretarial Audit Report as issued by the Secretarial Auditors of the Company for the financial year ended 31^st March 2024 is given as Annexure ‘III’ forming part of the Annual Report.

Explanation and comments of the Management on observations in Secretarial Audit Report are as under:

a. The dematerialization of entire promoter’s group shareholding is under process, as required under regulation 31(2) of SEBI (LODR) Regulations, 2015 read with the act.

Management response: The members of the Promoter group whose shareholding is in physical form have been duly apprised for the dematerialization of their shareholding. Further, the Company has been informed that the due process for dematerialization of the shares of the member is under process.

b. The filing of Form DNBS 13, filed on 17th October 2023 for the quarter ended on 30th

September 2023, was delayed by two days against its prescribed timeline under the NBFC Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016 read with circulars made thereunder.

Management response: The delay in filing of Form DNBS 13 was inadvertently and unintentionally delayed against its prescribed timeline under the NBFC Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016 read with circulars made thereunder and the same was made good by the next working day.

The management responses were duly communicated to Secretarial Auditors, to their satisfaction, and that your management will be more cautious in compliances of all the applicable rules, regulations, guidelines, etc.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, the Board of Directors of the Company, based on the recommendations of Audit Committee, in their meeting held on May 29, 2023, had appointed Mr. Aman Jain, Chartered Accountant (Membership No. 448079) as the internal Auditor of the Company to conduct the internal audit for the financial year ended 2023-24.

COST AUDITORS

During the period under review, the provisions of Cost Audit as per section 148 of Companies Act, 2013 do not apply to the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, the following changes occurred in the Board of Directors and Key Managerial Personnel of the Company:

Mr. Sunil Sachdeva (DIN: 00012115), who retired by rotation was re-appointed as the Director of the Company at the previous Annual General Meeting held on September 13, 2023. The Board of Directors of the Company, based on the recommendation of the Nomination and remuneration Committee, has recommended for re-appointment/ regularization of Mr. Rakesh Arora (DIN: 00125976), as Director of the Company. Mr. Rakesh Arora (DIN: 00125976) was regularized as Director to the Board in the 29^th

Annual General Meeting of the Company held on September 13, 2023 at 12:30 p.m. through Video Conferencing or Other Audio-Visual Means.

Further, Mr. Rakesh Arora (DIN: 00125976), being the retiring Director at the upcoming Annual General Meeting of the Company, and being eligible, offered himself for reappointment as Director at the ensuing Annual General Meeting of the Company.

Brief resume, pursuant to Regulation 36(3) of SEBI (LODR) Regulations 2015, for the Directors proposed to be appointed/ re-appointed at the ensuing Annual General Meeting, nature of their expertise in specific functional areas and their interest in other entities included in the other listed companies in which he/she holds directorship is included in the notes to the Notice convening the Annual General Meeting.

NUMBER OF MEETINGS OF THE BOARD

During the period under review, 05 (Five) Board Meetings were held and details of the same are given in the Corporate Governance Report which forms the part of this report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

The Independent Directors of the Company have also reviewed the performance of the Executive Directors and other non-independent directors.

During the period under review, the above evaluations were found satisfactory at all levels.

COMMITTEES OF THE BOARD

As required under the Companies Act, 2013, the Company has duly constituted the following Statutory Committees:

a) Audit Committee b) Nomination and Remuneration Committee c) Stakeholder Relationship Committee d) Share Transfer Committee

In addition to the above, the Board has constituted an Investment and Lending Committee to review and approve the investment and lending activities of the Company and other related items that the Board may decide to delegate as and when required. Further, pursuant to Direction 39 of Reserve Bank of India (Non-Banking Financial Company- Scale Based Regulation) Directions, 2023, the Company has duly constituted The Risk management Committee shall be responsible for evaluating the overall risks faced by the NBFC including the Liquidity risk and shall report to the Board.

Details of all the Committees such as terms of reference, composition, and meetings held during the year under review are disclosed under points no. 7 to 12 of the Corporate Governance Report annexed to this Report as Annexure II.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The details of the Whistle Blower Policy are covered under point 18 of the Corporate Governance Report which form part of this Report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The details of Internal Financial Control Systems and their adequacy are included in the Management Discussion and Analysis which form part of this report.

POLICY ON DIRECTOR’S APPOINTMENT, REMUNERATION AND OTHER DETAILS.

Policy on Director’s Appointment, Remuneration and other details as provided under Section 178(3) of the Company has been disclosed under point 8 of Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given a declaration under sub-section (7) of Section 149 of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013.

Further, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Conduct for directors and senior management personnel formulated by the company.

DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, there is no Subsidiary/ Joint Venture/ Associate Companies of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements and which forms an Integral Part of the Annual Report.

ANNUAL RETURN

The Annual Return for the year ended on March 31, 2024, can be viewed through the below given website link www.ramsonsprojects.com.

Please note that since the Annual return to be prepared and required to be filed within 60 days from the date of Annual General Meeting of the Company, the copy of Annual return shall be uploaded on the website on the very same date filed with the Registrar of Companies and can be viewed through the above said link.

CONTRACTS/ ARRANGEMENTS/ TRANSACTIONS WITH RELATED PARTIES

Pursuant to the provisions of Section 188 of the Companies Act, 2013, read with the Companies (Meeting of the Board and its Powers) Rules, 2014, all the related party transactions that were entered into during the financial year under review were on arms’ length basis and are in the Ordinary course of Business.

During the period under review, there were no materially significant related party transactions made by the Company with the promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

A detailed disclosure of the transaction with the related party is annexed with this report in

Form AOC 2 as Annexure- IV.

RISK MANAGEMENT POLICY

During the period under review, the Board on the recommendation of the Risk Management Committee is of the opinion that there are no threatening circumstances which may threaten the existence of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company is required to furnish the information in terms of section 134 (5) of the Companies Act, 2013 and to best of their knowledge and ability, confirms that: a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

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

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

d) The directors had prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws including secretarial standards and these systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and operationally effective during the Financial Year 2023-2024.

PARTICULARS OF FRAUD REPORTED BY THE AUDITOR

During the period under review, there is no such fraud reported by the Auditor under subsection 12 of Section 143 of the Act.

RBI GUIDELINES

The Company has duly complied with and shall strive to continue to comply with all the applicable regulations and directions laid down by the Reserve Bank of India (RBI).

Applicable disclosures as prescribed by the Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 2015 and other NBFC regulations have been made in this Report.

MATERIAL CHANGES AND COMMITTMENTS

There have been no material changes or commitments which affect the financial position of the company except the following:

1. During the period under review, the registered office of the Company was shifted from ‘A-10/6, Vasant Vihar, Southwest Delhi – 110057, New Delhi’ to ‘201, Empire Apartments, First Floor, Sultanpur, Gadaipur, M.G. Road, Southwest Delhi – 110030, New Delhi’ w.e.f. May 29, 2023.

2. The company withdrew the investment in the form of capital contribution in the S V Corporation LLP w.e.f. March 27, 2024, and retired as the Body Corporate Partner of S V Corporation LLP.

COMPLIANCE OF SECRETARIAL STANDARDS

The Board of Directors confirm that the Company has complied with applicable Secretarial Standards i.e. Secretarial Standard ‘SS-1’ for Meetings of the Board of Directors and ‘SS-2’ for General Meetings issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of Companies Act, 2013 with effect from July 01, 2015, and revised Secretarial Standards with effect from01^st April 2024.

PARTICULARS OF REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNELS AND EMPLOYEES

No salary has been paid to the directors of the Company during the year. The salary paid to Key Managerial Personnel (KMPs) of the Company i.e., Company Secretary & Chief Financial Officer, amounts to Rs. 9,16,965/- in aggregate.

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

Information with respect to Conservation of Energy, Technology Absorption & Foreign Exchange Earning and Outgo, pursuant to section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are as follows:

a. Conservation of Energy: The Company, being a Non-Banking Financial Company (NBFC), does not have any manufacturing activity and the operations and activities of the Company are not power intensive. Nevertheless, the Company continues its efforts to conserve energy whenever practicable by economizing the use of power. b. Technical Absorption: The Company has not entered into any contract involving any technical know-how during the financial year.

c. Foreign Exchange earnings and outgo:

The details regarding Foreign Exchange Earnings and outgoing is as under: a. Foreign Exchange Earning: NIL b. Foreign Exchange Outflow: NIL

DEPOSITS

The Company has not accepted any deposits from the public till date within the meaning of Chapter V of the Companies Act, 2013 and rules made there under.

CORPORATE SOCIAL RESPONSIBILITY

The Provisions of Corporate Social Responsibilities as per the provisions of the Companies Act, 2013 and rules made there under are not applicable to the Company.

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Group Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 to redress complaints received regarding Sexual Harassment.

During the year under review, the Company has not received any such complaints and no such cases have been reported.

DISCLOSURE REGARDING REMUNERATION AS REQUIRED UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013

? During the period under review, no remuneration was paid to the directors and therefore, no ratio is required to be reported in this report. ? The percentage increase in the remuneration of Company Secretary (CS) is 15%. ? Further, the Company has 03 permanent employees on the roll of the Company for financial year ended March 31, 2024. ? It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

DISCLOSURES WITH RESPECT TO UNCLAIMED SUSPENSE ESCROW DEMAT ACCOUNT

SEBI vide Circular dated January 25, 2022, mandated that the Company / RTA shall verify and process the investor service requests and thereafter issue a ‘Letter of Confirmation (LOC)’ in lieu of physical share certificate(s). The LOC shall be valid for a period of one hundred twenty days from the date of issuance within which the Member/Claimant shall make a request to the Depository Participant for dematerializing the said shares. In case, the Demat request is not submitted within the aforesaid period, the shares shall be credited to the Company’s Suspense Escrow Demat Account.

During the year under review, 96,300 shares were credited to the Suspense Escrow Demat Account of the Company as the LOC was not submitted by the member in the stipulated period of 120 days.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there has been no material order passed by any Regulator, Court or Tribunal against the Company which can impact its going concern status and the company’s operation in future.

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, no application was made, nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

HUMAN RESOURCES

The Board of Directors places on record the deep appreciation to all the employees of the Company for their outstanding contribution to the operations of the Company during the year under review. Your Company treats its "human resources" as one of its most important assets. The Board always gives due weight and importance to the Human Resources.

ACKNOWLEDGEMENT

The Directors acknowledge and place on record their appreciation and gratitude for the continued support and cooperation of the shareholders, bankers, various regulatory and government authorities and employees of the Company. Your support as shareholders is greatly valued. The directors thank you and look forward to your continuance support.