Ratnabhumi Developers Ltd

To,

The Members,

Your directors take pleasure in presenting the 18^th Board Report of Ratnabhumi Developers Limited ("the Company") together with the Audited Standalone and Consolidated Financial Statements for the year ended 31^st March 2024.

FINANCIAL HIGHLIGHTS

The financial performance (standalone and consolidated) for the year ended 31^st March, 2024 is summarized below:

(Rupees in Lakhs)

1. There are no material changes and commitments affecting the financial position of your Company which have been occurred between the end of the financial year and date of this report.

2. Previous year figures have been regrouped/re-arranged whenever necessary.

3. There has been no change in the business of your Company.

PERFORMANCE HIGHLIGHTS

Consolidated results

The net revenue from operations for the FY 2023-24 stood at Rs. 28.34 Lakhs as against Rs. 21.63 Lakhs in the previous financial year 2022-2023, showing a positive growth of 31.02%.

The Loss before Tax for the current year is Rs.3.80 Lakhs and the Profit after Tax (PAT) for the current year is Rs. 3.86 Lakhs. Share in Net profit of Associate Concern stands Rs. 22.48 Lakhs.

Standalone results

Net revenue from operations decreased to Rs. 50.97 Lakhs from Rs. 66.09 Lakhs in the previous year, showing a decline of Rs. 15.12 Lakhs. The Profit before Tax for the current year is Rs. 23.37 Lakhs as against Rs. 22.74 Lakhs in the previous year showing a rise in profit of Rs. 0.63 Lakhs. The Profit after Tax (PAT) for the current year is Rs. 31.02 Lakhs as against the profit of Rs. 23.39 Lakhs in the previous year showing a growth of 7.63%. The consolidated financial statement is also the part of annual report in addition to the standalone financial statement of the company. During the year 2023-24, Registered office of the company is shifted from S. F. 207, Turquoise, Panchvati Panch Rasta, Nr. White House E.B., C.G. Road, Ahmedabad - 380 009, Gujarat, India, to Ratna Corporate House, Nr. Santoor Bungalows, Ambli - Bopal Road, Ahmedabad - 380 058, Gujarat, India, w.e.f. 01^st June, 2023. Except as stated above, there are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year 2023-2024 and the date of this Report.

TRANSFER TO RESERVES

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

DIVIDEND

With a view to conserve and save the resources for future prospects of the Company, your Directors regret to declare dividend for the financial year 2023-24.

INDUSTRY OVERVIEW

The Company has amassed vast experience of over two decades with a vision to creating and developing opportunity based infrastructure realizing a pie of growth for everyone involved. Marketing dexterity with a fire to grow, supported by efficient administrative prowess and standardization of on site and off site processor, has kept the Company ahead of the demands of today. The Company has its brand "Turquoise" and has launched three projects under the said brand with the name "Turquoise Greenz" situated at Shela, Gujarat, "Turquoise Dreamz" near Sindhubhavan Extension, Ahmedabad, and "Turquoise Grandeure", situated at Godhavi. The schemes of the Company are clusters of residential and commercial spaces located on prime and developing locations of Ahmedabad, Gujarat. The Company continues to focus on consolidation of its operations, rationalization of business and exploring the opportunities in the development of residential and commercial projects.

CAPITAL STRUCTURE

During the year, there were no changes which have taken place in the authorized and paid-up share capital of the Company.

Authorized Capital

The Authorized Capital of the Company is Rs.14,00,00,000/- divided into 1,40,00,000 Equity Shares of Rs. 10/- each.

Issued, Subscribed & Paid-up Capital

The present Paid-up Capital of the Company is Rs.13,70,00,000/- divided into 1,37,00,000 Equity Shares of Rs. 10/- each.

CREDIT RATING

During the period under review the company has not obtained any credit rating.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the period under review the provisions relating to Investor Education and Protection Fund (IEPF) is not applicable to the company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by rotation and subsequent re-appointment:

Mrs. Rinni Shah (DIN:07368796), Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible for re-appointment, have offered herself for re-appointment. Appropriate business for her re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.

In terms of Regulation 36(3) of SEBI (LODR) Regulations, 2015, brief resume in respect of the Director who is retiring by rotation and proposed to be re-appointed, is provided in the Notice convening the 18^th AGM of the Company.

CHANGE IN BOARD COMPOSITION

During the year under review, there were no changes in the Board of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from Mrs. Avani Sanghavi (DIN: 09156980), Mr. Shaishav Shah (DIN: 07894723) and Mr. Smit Shah (DIN: 07918521), Independent Directors of the Company under Section 149(7) of Companies Act, 2013 confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 and SEBI (LODR) Regulations. At the meeting of the Board of Directors held on 26^th April, 2024, the Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. The Independent directors have complied with the code for independent director as prescribed in schedule IV of the Companies Act, 2013 and code of conduct for the board of directors and senior management personnel of the company. All the Independent Directors of the Company have enrolled their names in the online database of Independent Directors by Indian Institute of Corporate Affairs in terms of the regulatory requirements. Also, the online proficiency self-assessment test as mandated will be undertaken by those Independent Directors of the Company who are not exempted within the prescribed timelines. The company had formulated and implemented code of conduct for the board of directors and senior management personnel which is available on the Company's website: https://ratnagroup.co.in/files/investment/Code-of-Conduct.pdf.

Key Managerial Personnel

The following persons are Key Managerial Personnel (KMP) as on March 31, 2024:

1. Mr. Kaivan J. Shah, Managing Director

2. Mrs. Rinni K. Shah, Chief Financial Officer

3. Ms. Divya Joshi, Company Secretary

During the year under review, Ms. Mauli N. Shah, Company Secretary and Compliance Officer of the Company, has tender her resignation with effect from October 22, 2023. Based on recommendation of Nomination and Remuneration Committee, the Board of Director of the Company has appointed Ms. Divya Joshi, as Company Secretary and Compliance Officer of the Company w.e.f. January 18, 2024.

NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

During the financial year 2023-24, total seven Board Meetings were held and in compliance with provisions of Section 173(1) of the Act, the time gap between any two meetings was not more than 120 (one hundred twenty) days. The other information in detail with regard to Board Meeting is given in the Corporate Governance Report, which forms part of this Report.

BOARD COMMITTEES

There are various committees constituted as stipulated under the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 namely Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. Brief details pertaining to composition, terms of reference, meetings held and attendance thereat of these Committees during the financial year 2023-24 has been enumerated in Corporate Governance Report.

AUDIT COMMITTEE RECOMMENDATIONS

During the year, all recommendations of Audit Committee were approved by the Board of Directors.

NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with the Rules framed thereunder and the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. The Nomination and Remuneration Committee have formulated the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013 (including any statutory modification(s) or reenactment(s) thereof for the time being in force). The salient aspects covered in the Remuneration policy have been outlined in the corporate governance report, which forms part of this report.

EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 read with Rules framed there under and in compliance with the requirements of SEBI (LODR) Regulations, 2015, the Board has carried out the annual evaluation of the performance of the Board as a whole, Individual Directors including Independent Directors, Non-Independent Directors,

Chairperson and the Board Committees. A structured questionnaire was prepared after taking into consideration the inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Meetings of the board, functioning of the board, effectiveness of board processes, Board culture, execution and performance of specific duties, obligations and governance. The exercise was also carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Key Managerial Personnel. The Directors expressed their satisfaction with the evaluation process.

REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of the Company is set out in "Annexure - 1" of this report.

SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANY

Your company has one subsidiary company and three associate LLPs as on March 31, 2024. There has been no material change in the business of these entities. The details of holding/ subsidiary/ associate/ joint venture companies are given in Form No. AOC-1 in "Annexure - 2" of this report. The following are the details of the subsidiary company during the period under review:

Ratnabhumi Techno Engg Private Limited:

The Company has acquired 100% shareholding in Ratnabhumi Techno Engg Private Limited thus making it a Wholly Owned Subsidiary Company of Ratnabhumi Developers Limited. The transaction for acquisition was completed on 25^th April, 2023. The Company is engaged in the business of acquisition/purchase of any area/ land, developing the same into buildings, whether residential or commercial, and equipping the same with amenities or facilities. The following are the details of the Associate companies/ LLPs during the period under review:

1. Raivat Projects LLP, incorporated on 31^st July, 2017

2. Rajul Projects LLP, incorporated on 20th July, 2017

3. Ratnamani Buildspace LLP, incorporated on 20^th April, 2017

The above mentioned LLPs are engaged in the business of acquisition/purchase of any area/ land, developing the same into buildings, whether residential or commercial, and equipping the same with amenities or facilities.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the requirements of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, Board of Directors of the Company, hereby state and confirm that: a) in the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable accounting standards have been followed and there are no material departures from the same; b) they have selected such accounting policies and applied them consistently and made judgements 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 31^st March, 2024 and of the profit and loss of the Company for the financial year ended 31^st March, 2024; c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) they have prepared 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 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.

INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. During the year no reportable material weakness in the design or operation were observed.

FRAUDS REPORTED BY THE AUDITOR

The auditor of the Company has not reported any fraud to the Audit Committee or Board or to the Central Government under Section 143(12) of the Companies Act, 2013.

DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Report on performance and financial position of the subsidiaries, associates and joint ventures

The Company has one subsidiary company:

1. Ratnabhumi Techno Engg Private Limited:

The Loss before Tax and Loss after tax, for the current Financial Year, is Rs. 4.53 Lakhs and Rs. 4.53 Lakhs respectively. There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year 2023-24 and the date of this Report. The Company has three associate concerns: 1. Raivat Projects LLP and 2. Rajul Projects LLP 3. Ratnamani Buildspace LLP

1. Raivat Projects LLP:

Net revenue from operations stood at Rs.233.26 Lakhs for the FY 2023-24. The Profit before Tax and profit after tax, for the current Financial Year, is Rs. 32.85 Lakhs and Rs. 21.77 Lakhs respectively. There has been a change in the partnership ratio of Raivat Projects LLP ("LLP") with effect from 10^th July, 2024. M/s. Kalikund Construction Private Limited, having contribution ratio of 15%, had discontinued as a Partner, also Mr. Kaivan Shah being a Designated Partner had diluted his ratio from 5% to 1%. Mr. Kartavya Shah has admitted as a partner with contribution of 1%. M/s. Ratnabhumi Developers Limited ("Company"), partner of the LLP having contribution ratio of 50%, acquired the diluted ratio. Hence, post-acquisition, the Company is having a contribution ratio of 68% in the LLP.

2. Rajul Projects LLP:

Net revenue from operations of the LLP stood at Rs. 140.74 Lakhs for the FY 2023-24.

The Profit before Tax and profit after tax, for the current Financial Year, is Rs. 25.30 Lakhs and Rs. 21.04 Lakhs respectively. There are no material changes and commitments affecting the financial position of the LLP, which have occurred between the end of the financial year 2023-24 and the date of this Report.

3. Ratnamani Buildspace LLP:

The LLP had Total Revenue of Rs. 41.63 Lakhs for the FY 2023-24.

The Profit before Tax is Rs. 2.45 Lakhs and Profit after tax 2.45 Lakhs for the FY 2023-24.

There are no material changes and commitments affecting the financial position of the LLP, which have occurred between the end of the financial year 2023-2024 and the date of this Report.

Companies which have become or ceased to be subsidiaries, associates and joint ventures

During the period under review, no Company/ LLP has become or ceased to be subsidiaries, associates and joint ventures

PUBLIC DEPOSITS

During the year under review, Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, Company does not have any deposit which is in violation of Chapter V of the Act.

LOANS TAKEN FROM DIRECTORS OF THE COMPANY

During the year under review, the Company has taken unsecured loans from Directors of the Company. Details of Unsecured Loans taken from Directors of the Company are given in the Notes to the Financial Statements forming part of Annual Report. Director, who has given unsecured loans to the Company, has furnished to the company at the time of giving the loan, a declaration in writing to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of Loans, guarantee and Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming part of Annual Report.

RELATED PARTY TRANSACTIONS

During the FY 2023-24, Company has entered into some transactions with related parties as defined under Section 2(76) of the Companies Act, 2013, which were in the ordinary course of business and at arms' length basis. Further, the transactions were in accordance with the provisions of the Companies Act, 2013, read with rules framed thereunder and the SEBI (LODR) Regulations, 2015. All transactions with related parties were entered with prior approval of the Audit Committee. The details of the related party transactions as required under IND AS - 24 are set out in Notes to the financial statements. The Company has formulated a policy on related party transactions, the policy on materiality of Related Party Transactions and dealing with same is available on Company's website at https://ratnagroup.co.in/files/investment/Related% 20Party%20Transaction%20Policy.pdf. The detail disclosure of these transactions in Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as "Annexure - 3"to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provision relating to the corporate social responsibility are not applicable to the company during the Financial Year 2023-24.

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

The information of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are as under.

Conservation of Energy

The Company has utilized solar energy by installing solar plant at the registered office of the Company and other Projects of the Company. In its endeavor towards conservation of energy your Company ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

Technology Absorption

The Company has not carried out any research and development activities.

Foreign Exchange Earnings and Outgo

The Company has not made any transaction with any foreign country. Therefore, during the period under review there is no Foreign Exchange Earnings and Outgo.

RISK MANAGEMENT POLICY

The Company has a robust Risk Management policy. The Company through Board and Audit Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. Risk Management forms an integral part of the Company's planning process. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on continuing basis. There are no risks, which in the opinion of the Board threaten the existence of the Company.

VIGIL MECHANISM

Your Company has established a Vigil Mechanism/ Whistle Blower Policy which is in compliance with the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 4(2)(d)(iv) read with Regulation 22 of the SEBI (LODR) Regulations, 2015. The policy enables stakeholders, including individual employees, directors and their representative bodies, to freely communicate their concerns about illegal or unethical practices, instances of unethical behavior, actual or suspected fraud or violation of the company's code of conduct. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The Protected Disclosures, if any reported under this Policy will be appropriately and expeditiously investigated by the Chairman. Your Company hereby affirms that no Director, employee or any other personnel has been denied access to the Chairman of the Audit Committee and that no complaint was received during the year. The Whistle Blower Policy has been disclosed on the Company's website under the web link https://ratnagroup.co.in/files/investment/Whistle-Blower-Policy.pdf and circulated to all the Directors / employees.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no other significant/material orders passed by the Regulators, Courts, Tribunals, Statutory and quasi-judicial body impacting the going concern status of the Company and its operations in future.

The details of litigation on tax and other relevant matters are disclosed in the Auditors' Report and Financial Statements which forms part of this Annual Report.

AUDITORS

STATUTORY AUDITOR

M/s. DJNV & CO, Chartered Accountants were appointed as Statutory Auditors of the Company at the AGM held on September 29, 2020 for a term of five consecutive years. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report dated 30^th May, 2024 is unmodified and does not contain any qualification, reservation or adverse remark. No fraud has been reported by the Auditors to the Audit Committee or the Board.

SECRETARIAL AUDITOR

The Board has appointed M/s Insiya Nalawala and Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2023-24 pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the SEBI (LODR) Regulations, 2015 as amended.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in the prescribed Form No. MR 3 for the Financial Year 2023-24 is annexed herewith as "Annexure - 4" to this Report. The Secretarial Auditor has not reported any qualification, reservation or adverse remark or disclaimer in his report. Your Company has also obtained certificate from the practicing company secretary certifying that none of the directors of our Company has been debarred or disqualified from being continuing as directors of the Company by SEBI, Ministry of Corporate Affairs or such similar statutory authority.

COMPLIANCE WITH SECRETARIAL STANDARD

The Company has complied with Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of India on Board meetings and General Meetings respectively.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

During the period under review no corporate insolvency resolution process is initiated against the company under the Insolvency and Bankruptcy Code, 2016 (IBC).

IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has not failed to implement any Corporate Actions within the specified time limit.

ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the Annual Return is uploaded on the website of the Company and the same is available at https://ratnagroup.co.in.

COST RECORDS AND COST AUDIT

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per requirements of SEBI (LODR) Regulations, 2015, a detailed review of the developments in the industry, performance of the Company, opportunities and risks, segment wise and product wise performance, internal control systems, outlook etc. of the Company is given under the head Management Discussion and Analysis Report, which forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance along with a certificate from the Practicing Company Secretary on its compliance for the Financial Year 2023-24, as per Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 forms part of the Annual Report.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted zero tolerance for sexual harassment at workplace and has formulated a policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and Redressal of complaints of sexual harassment at workplace. The policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for the matters connected and incidental thereto, with the objective of providing safe working environment, where employees feel secure. An Internal Complaints Committee has been set up to Redress complaints related to sexual harassment. During the Financial year 2023-24, the company has not received any complaint of sexual harassment at workplace. Further, there was no complaint pending at the beginning of the year or at the end of the year.

ACKNOWLEDGEMENT

The Board wishes to place on record its sincere appreciation to the Company's customers, vendors, central and state government bodies, auditors, legal advisors, consultants, registrar and bankers for their continued support to the Company during the year under review. The Directors also wish to place on record their appreciation for the dedicated efforts of the employees at all levels. Finally, the Board expresses its gratitude to the members for their continued trust, co-operation and support.