Hampton Sky Realty Ltd

For the Financial Year 2023-24

Dear Shareholders,

Your Directors have pleasure in presenting the 37 Annual Report and Financial Statements (Standalone & Consolidated)

for the financial year ended March 31 , 2024.

The Company's Standalone and Consolidated Financial

Performance during the year ended March 31 , 2024 as compared to the previous years is summarized as below:

Amount (Rs. in lakh)

Highlights of the Company's financial performance for the year

ended March 31 , 2024 are as under:

? Operating income including the other income was Rs. 18,730.82 lakh.

? Profit before tax for the year Rs. 1335.61 lakhs.

? Net Profit for the year Rs 1367.63 lakhs.

? Operating income including the other income was Rs. 24243.99 lakhs.

? Profit before tax for the year Rs. 3027.53 lakhs. and

? Net Profit for the year Rs. Rs. 2905.21 lakhs.

During the period under review, the Company got all the approvals to start the construction of the hospital project under name of "Hampton Narayana Super speciality Hospital".

Company is launching commercial project with a projected investment of Rs. 120 Cr by Financial Year 2024-25. This project is within the Municipal Limits of Ludhiana on NH-5 connecting Ludhiana with Chandigarh.

Further, the Company has launched a new project under the name "Hampton Estate" spread over 12 acres of land has been launched by the Company which includes 111 residential plots of 250 square yards each & commercial properties including 25 brand outlets. It is estimated that the project will be completed in the Financial Year 2023-24.

Furthermore, the Company has changed its registered office from "11/5B, First Floor, Pusa Road, New Delhi 110060" to "205, Second Floor, Kirti Mahal, Rajendra Place, New Delhi

110008", effective from May 30 , 2023.

Furthermore, the Board of Directors of the Company in its

meeting held on May 04 , 2023, have altered the object clause of the Memorandum of Association of the Company to include the objects related to distribution, trading, manufacture, import, export, alter, convert, modify, buy, sell, or otherwise deal in any other manner, in electronic systems and devices. Your Company also proposes to expand its operation in future, Further, get the approval from the shareholder through postal

ballot dated June 24 , 2023, for the same.

Furthermore, the name of the Company has been changed from "Ritesh Properties and Industries Limited" to "Hampton

Sky Realty Limited" vide special resolution passed at the 36 Annual General meeting of the Company. A fresh Certificate of

Incorporation dated 06 October, 2023, issued by Registrar.

Furthermore, the Board of Directors of the Company at its

meeting held on August 9 , 2023, have altered the object clause of the Memorandum of Association of the Company to include the object related to 1. To carry on buying, selling, or trading of any goods, articles, products, stocks, commodities, including any kind of material, whether in India or in abroad. 2. To buy, sell, trade, or act as an agent, dealer for any sports equipment, clothing, accessories, memorable to be used for/ in any sports, or to manage or operate the sports activities including players' trainings, etc., or to enter into any sponsorship arrangement for any sports or to engage in any activities relating to any sports, game, or related event, in India or abroad. Further, get the approval from the shareholders at

their meeting held on September 01 , 2023.

Furthermore, till the date of this report, your Company has incorporated two wholly owned subsidiary companies and one Joint Venture Company namely:

1. Hampton Sky Hotels Private Limited (Incorporated on

August 12 , 2024) and

2. Hampton Sky Hospitality Private Limited (Incorporated on

August 02 , 2024)

3. Hampton Sky Farms Private Limited (Joint Venture

Company) (Incorporated on August 28 , 2024)

The Consolidated and Standalone Financial Statements of the Company have been prepared pursuant to Section 129 of the Companies Act, 2013 ("Act") read with the Companies (Accounts) Rules, 2014 and in accordance with IND AS as notified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time, along with other accounting principles generally accepted in India.

During the year there was no change in the nature of the business of the Company.

There have been no material changes and commitments which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

However, the Board of Directors in its meeting held on July 18 , 2024, gave its approval for the incorporation of two wholly owned subsidiaries of the Company with the name of "Hampton Sky Hotels Private Limited and Hampton Sky Hospitality Private Limited" and to made the investment of funds in Joint Venture Company named is "Hampton Sky Farms Private Limited".

The proposed hotels would be developed on land owned by Hampton.

Hampton announces the future plan to expending to venture into hospitality and Hampton Sky Realty Ltd announced on all the approvals received from Government on implementation of 12 Acres commercial project in Ludhiana on National Highway within the Municipal Limits of the City. This is on NH-5 from

Ludhiana-Chandigarh Road. The project will have a built-up area of 6,00,000 Sqft.

Further, the company vouchsafe with the award" Global Excellence Awards 2024" and "Achiever Awards 2024"

The Board of Directors of your Company, after considering holistically the relevant circumstances, has decided that it would be prudent to plough back the profit for further growth and projects to be undertaken by the Company and to strengthen the working capital of the Company, not to recommend any Dividend for the year under review.

The Board of Director of your Company has decided not to transfer any amount to the reserves for the year under review.

In accordance with the applicable provisions of the Act read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, which remain unpaid or unclaimed for a period of seven years, from the date of transfer to Unpaid Dividend Account.

Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven consecutive years or more shall be transferred to the Demat account of the Investor Education and Protection Fund Authority ("IEPF Authority").

During the year under review, no amount of the unclaimed/unpaid dividend and any such share in the Company were due to be transferred to the IEPF Authority.

The Authorised share capital of the Company as on 31 March, 2024 was Rs. 28,15,00,000/- (Rupees Twenty-Eight Crores Fifteen Lakhs Only) divided into 28,15,00,000 (Twenty-Eight Crores Fifteen Lakhs) shares of Re. 1/- each (Rupee One only).

The paid-up capital of the Company as on 31 March 2024 remained at Rs. 27,42,07,700/- (Rupees Twenty-Seven Crores Forty-Two Lakhs Seven Thousand Seven Hundred) divided into 27,42,07,700 (Twenty-Seven Crores Forty-Two Lakhs Seven Thousand Seven Hundred) Equity Shares of Re. 1/- each (Rupee One only). (Out of the aforesaid total paid-up share capital, trading approval of 1,69,13,860 (One Crore Sixty-Nine Lakhs Thirteen Thousand Eight Hundred and Sixty) Equity Shares of Re. 1/- each (Rupee One only) was obtained

42 from BSE Limited on April 12, 2023.

Further Company's equity shares are listed on BSE Limited

("BSE") and at the closure of Financial Year 2023-24, none of the Directors or Key Managerial Personnel of the Company holds any instruments convertible into equity shares of the Company. All the Shares held by the Promoters are in dematerialized form. The Company has also not issued any shares with differential voting rights or has granted any stock options or sweat equity during the Financial Year 2023-24.

The Company has not issued any debt instruments and does not have any fixed deposit programme or any scheme or proposal involving mobilization of funds in India or abroad

during the Financial Year ended 31 March 2024. Accordingly, credit rating is not required.

During the year under review, your Company has not accepted/ renewed any deposits within the meaning of Sections 73 to 76A of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

During the year, the Company obtained trading approval of 12,22,145 (Twelve Lakhs Twenty-Two Thousand One Hundred and Forty-Five) equity shares of the face value of Rs. 10/- each

(Rupees Ten Only) from the BSE Limited on April 06 , 2022. These shares were issued to Findoc Finvest Private Limited

("Findoc"), a promoter group company upon conversion of Optionally Fully Convertible Debentures ("OFCD").

Further, the Company obtained trading approval for 1,69,13,860 (One Crore Sixty-Nine Lakh Thirteen Thousand Eight Hundred Sixty) equity shares of Re. 1/- each (Rupee One

only) from the BSE Limited on April 12 , 2023. The said shares were issued to the Findoc upon conversion of OFCDs.

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), is presented in a separate section and marked as Annexure VI, forming part of this Annual Report.

Your Company is committed to benchmark itself with global standards for providing good corporate governance. Your Board constantly endeavours to take the business forward in such a way that it maximizes long term value for the stakeholders. The Company has put in place an effective corporate governance system which ensures that the provisions of SEBI Listing Regulations are duly complied with.

Parameters of statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from Secretarial Auditors confirming compliance with the requirements of SEBI Listing Regulations forms part of Annual Report and marked as Annexure VIII.

Further, the CEO/CFO Certificate as prescribed under SEBI Listing Regulations is also presented in separate section forming part of Integrated Annual Report.

The Company holds 55% shares in subsidiary partnership firm Finton Homes. The Company further holds 100% shares in its subsidiary viz. RPIL Healthcare Private Limited incorporated

w.e.f. February 20 , 2023.

The Consolidated Audited Financial Results for the Financial

year ended March 31 , 2024, represent the result of the Company including its subsidiary partnership firm, Finton Homes and wholly owned subsidiary RPIL Healthcare Private Limited. A separate statement containing the salient features of the financial statement of subsidiaries, joint ventures and associates in Form AOC-1 is attached with this annual report as Annexure XII

Further, the Board of Directors in its meeting held on July 18 , 2024, gave its approval for the incorporation of two wholly owned subsidiaries of the Company with the name of "Hampton Sky Hotels Private Limited and Hampton Sky Hospitality Private Limited" and made the investment of funds in Joint Venture Company named is Hampton Sky Farms Private Limited.

The audited standalone financial statement including the consolidated financial statement of the Company, and all other documents required to be attached thereto is available on the Company's website and can be accessed at

www.hamptonsky.in.

The Composition of Board of Directors during the Financial

Year ended March 31 , 2024, is in conformity with Regulation 17 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 ("Listing Regulations") read with Section 149 of the Act, and the provisions of the Articles of Association of the Company.

As on March 31 , 2024, the Board comprised of a Managing Director, Two (2) Whole Time Director and Four (4) non-executive Independent Directors including 1 (one) Independent Woman Director. The Board has the requisite qualifications, experience, expertise, and holds high standards of integrity. A list of key skills, expertise, and core competencies of the Board, including the Independent Directors, is provided in corporate governance report.

During the year and after the end of the year and up to the date of this Report, the following appointment and re-appointment of Directors have taken place:

1. Pursuant to recommendation of the Nomination and

Remuneration Committee, the Board had on October 27 , 2023, approved the appointment of Mr. Deva Pampapathi Reddy (DIN: 01939650) as a Non-executive Independent directors of the Company for a term of 5 years and same had been approved by shareholder of the Company via a Special Resolution passed in Extra-Ordinary General

Meeting held on January 25 , 2024.

Mr. Deva Pampathi Reddy (D.P. Reddy) is a retired I.A.S. officer and also served as an Additional Chief Secretary cum Financial Commissioner in Punjab Government. He is proficient in English, Science and Law graduate with double masters (Economic and Geography) with proven records of accomplishment of delivering sustainable results in a time bound manner, revenue enhancement, innovative solutions and management skills.

The Board is of the view that his appointment as an Independent Director would be in the best interest of the Company and feels that the Company would immensely benefit from Mr. Deva Pampapathi Reddy's appointment.

2. Further, pursuant to recommendation of the Nomination and Remuneration Committee and subject to the approval of the members at the ensuing Annual General Meeting, the Board of Directors of the Company in its meeting held

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on May 14 , 2024 has appointed Ms. Sandhya Arora (DIN: 07425174) as Additional Director designated as Non-Executive Non-Independent Director of the Company.

Ms. Sandhya Arora (DIN: 07425174), is a successful business woman. Ms. Sandhya Arora is already holding a position of Director in Femmella Fashions India Limited and having an experience of around 9 years and she is well-versed with textile and fashion industry.

1. Mr. Roop Kishore Fatehpuria, (DIN 00887774) Whole-

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Time Director of the Company, on April 01 , 2024 has ceased from the Board of Directors of the Company and committees thereof, citing the demise. He has been a longstanding member of the Company and has actively contributed to all Board discussions. The Company immensely benefited from his vision and leadership during his tenure. His demise is a profound loss to the Company, and we extend our sincere condolences to his family.

2. Ms. Sandhya Arora (DIN: 07425174), has resigned as Additional Director designated as Non-Executive Non-Independent Director of the Company from the closure of business hours on August 12, 2024 due to personal and unavoidable circumstances.

Pursuant to the provisions of Section 152 of the Act and the Articles of Association of the Company Mr. Kavya Arora, Director of the Company being liable to retire by rotation, shall retire at the ensuing Annual General Meeting (AGM) and being eligible, offers his candidature for re-appointment. The brief resume and other details, as required under the Regulation 36(3) of the Listing Regulations, of the Directors seeking appointment / re-appointment at the ensuing AGM are provided in the Notice of the AGM of the Company which forms part of the Annual Report.

The following persons have been designated as Key Managerial Personnel (hereinafter referred to as "KMP") of the

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Company as on March 31 , 2024, in accordance with the provisions of Section 2(51) and Section 203 of the Act, read with the rules framed thereunder: -

1. Mr. Sanjeev Arora, Chairman and Managing Director

2. Mr. Kavya Arora, Whole Time Director

3. Mr. Roop Kishore Fatehpuria, Whole Time Director

4. Mr. Deepak Sharma, Chief Financial Officer

5. Ms. Tarandeep Kaur, Company Secretary & Compliance Officer

The Company has issued confirmation to its Directors, confirming that it has not made any default under Section

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164(2) of the Act, as on March 31 , 2024.

The Company has received declarations from all the Independent Directors pursuant to Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1) (b) of the SEBI Listing Regulations confirming that they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder. The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct for Directors and Senior Management Personnel.

In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

In the opinion of the Board, they fulfil the condition for appointment/ re-appointment as Independent Directors on the Board. Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iii (a) of the Companies (Accounts) Rules, 2014.

The Independent Directors have also confirmed that they have registered themselves with the Independent Director's

Database maintained by the Indian Institute of Corporate Affairs pursuant to Section 150(3) of the Act read with sub-rule (3) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and confirmed their compliance with the Code for Independent Directors, as prescribed in Schedule IV to the Companies Act, 2013, and the Code of Conduct and Business Ethics for Board Members and Senior Management of the Company.

The information required under Section 197(12) of the Act read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors/Employees of the Company is set out in Annexure IV to this Report.

The remuneration paid to the Directors is in accordance with the Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

Pursuant to provisions of Section 178 of the Act and the SEBI Listing Regulations, the Nomination, Remuneration and Compensation Committee ("NRC Committee") has formulated a Remuneration Policy for the appointment and determination of remuneration of the Directors including criteria for determining qualifications, positive attributes, independence of a director, Key Managerial Personnel, Senior Management Personnel and other employees of your Company.

The NRC Committee has approved a policy on appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the NRC Committee. The broad parameters covered under the Policy are Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (Other than Managing/ Whole-time Directors), Key-Executives and Senior Management and the Remuneration of other employees. The Company's Policy relating to appointment of Directors, payment of managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Act is furnished and forms part of this Report.

The detailed Policy is available on the Company's website at

www.hamptonsky.in

The Board of Directors met five times during the Financial Year 2023-24. Details of the Board Meetings and attendance at the meetings held during the Financial Year 2023-24 have been provided in the Corporate Governance Report, which forms part of this report.

The Board of Directors has constituted following Committees: Audit Committee Nomination and Remuneration Committee Stakeholders' Relationship Committee Corporate Social Responsibility (CSR) Committee Risk Management Committee.

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report forming part of this report.

Pursuant to the provisions of the Act and Regulation 25(3) & (4) of the SEBI Listing Regulations, the Independent Directors in their meeting held on March 28, 2024, have evaluated the performance of Non-Independent Directors, Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company's Management and the Board. The NRC Committee has also carried out evaluation of performance of every director of the Company.

On the basis of evaluation made by the Independent Directors and the NRC Committee and by way of individual and collective feedback from the Non-Independent Directors, the Board has carried out the annual performance evaluation of the directors individually as well as evaluation of the working of the Board as a whole and committees of the Board.

The SEBI Listing Regulations mandate the Board of listed companies to monitor and review the Board Evaluation framework. Section 134(3) of the Act read with the Rule 8 of the Companies (Accounts) Rules, 2014 made there under further provides that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV to the Act read with the Rules issued there under and Regulation 17(10) of the SEBI Listing Regulations states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

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 Regulation 17(10) of the SEBI Listing Regulations.

The Board evaluation exercise for financial year 2023-24 was carried out by way of internal assessments done based on a combination of detailed questionnaires and verbal discussions. The questionnaire for evaluation of the performance of Board was based on board composition, experience & competencies, understanding of business and competitive environment, quality of discussion at the board meeting, time spent by the board on the Company's long-term goals and strategies. The questionnaire for evaluation of the committee(s) was based on understanding of the terms of reference, discharge of its duties, performance of the committee, composition of the committee.

The evaluation brought to notice that the sharing of information with the Board, its timeliness, the drafting of agenda notes and the content thereof as well as the drafting of the minutes were found to be satisfactory. All the Board Members were satisfied with the way the affairs of the Company were conducted.

Pursuant to the provision of Section 139 of the Act and rules made thereunder, M/s Khandelwal Jain & Co., Chartered Accountants (FRN 105049W) were appointed as Statutory Auditors for a first term of 05 (five) consecutive years, to hold

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office from the conclusion of the 33 Annual General Meeting

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held on December 28 , 2020 until the conclusion of 38 Annual General Meeting for auditing the accounts of the Company from the financial year 2020-2021 to 2024-2025.

The Statutory Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

M/s Khandelwal Jain & Co., Chartered Accountants, have submitted their report along with the standalone and consolidated financial statements of the Company for the

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financial year ended March 31 , 2024, forms part of this Annual Report. The Auditor's Report read together with the notes to accounts is self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. Further, no qualification, reservation or adverse remark or disclaimer is made by the Statutory Auditor in his report.

Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Act.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with SEBI listing Regulation and on the recommendation of the Audit Committee, the Board of

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Directors at its meeting held on January 31 , 2024, had appointed MZ & Associates, Company Secretaries, (Peer Review Firm No. 757/2020) as Secretarial Auditor of the Company for conducting the Secretarial Audit of the Company for the Financial Year 2023-24.

Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as Annexure I. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report. During the

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Financial Year ended March 31 , 2024, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

The central government has not prescribed the maintenance of cost records under sub-section (1) of section 148 of the Act for the products of the Company and requirement of cost audit as stipulated under the provisions of section 148 of the Act, are not applicable for the business activities carried out by the Company.

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014 and on the recommendation of the Audit Committee, the Board of Directors had appointed M/s. AKGSR & Company, Chartered Accountant as an internal auditor of the Company for the Financial Year 2023-24 to conduct internal audit of the functions and activities of the company. Internal Auditors are appointed by the Board of Directors of the Company on a yearly basis

There were no proceedings initiated /pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impacted the business of the Company. Therefore, the requirement to disclose the details of an application made or any proceeding pending during the year is not applicable.

Pursuant to the provisions of Section 177(9) & (10) of the Act and the SEBI Listing Regulations, the Company has framed a 'Whistle Blower Policy' to establish Vigil Mechanism for directors and employees to report genuine concerns. The policy is revised from time to time to align it with applicable regulations and/ or with organisations suitability. The latest policy is available on the website of the Company and the web link of the same is provided in the Corporate Governance Report. This policy provides a process to disclose information, confidentially and without fear of reprisal or victimization, where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrong doing within the Company. The Company ensures that no personnel is denied access to the Chairperson of the Audit Committee.

During Financial Year 2023-24, no complaint was received, and no individual was denied access to the Audit Committee for reporting concerns, if any.

The Company has robust internal financial controls (IFC) systems commensurate with the nature and size of its business operations and operating effectively and no material weakness exists. The IFC is in line with requirement of the Act and is intended to increase transparency & accountability in an organisation's process of designing and implementing a system of internal control and a system facilitating mapping with role-based authority to business & functional team to ensure smooth conduct of their operations across the organisation.

The Company follows a practice of identification of various risks pertaining to different businesses and functions of the Company. Major risks elements associated with the businesses and functions of the Company have been identified and are being addressed systematically through mitigating actions on a continuing basis.

The Audit Committee periodically reviews and monitors the steps taken by the Company to mitigate the identified risks elements.

Pursuant to the Section 92(3) and 134(3)(a) of the Act. The Annual Return of the Company for the Financial Year ended

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March 31 , 2024, is available on the Company's website at

www.hamptonsky.in.

Loans, Guarantees and Investments under section 186 of the Act form the part of the notes to the financial statements provided in this annual report.

Your Company has adopted a "Policy on Dealing with and Materiality of Related Party Transactions", in accordance with the provisions of the Act and Regulation 23 of the SEBI Listing Regulations, inter-alia, providing a framework for governance and reporting of Related Party Transactions including material transactions and threshold limits for determining materiality.

The said Policy is also available on the website of the Company

at the web-link: www.hamptonsky.in

Pursuant to the provisions of Sections 177, 188 of the Act and the Rules made thereunder read with Regulation 23 of Listing Regulations, all related party transactions (RPTs) are placed before the audit committee for the review purpose. All contracts/ arrangements/ transactions during the Financial Year 2023-24 entered into by the Company with related parties were in ordinary course of business and on arm's length basis. The Company has not entered into any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions. During the period under review, the Company has not entered into materially significant related party transactions that may have potential conflict with the interest of the Company at large. The details of the related party transactions as per Indian Accounting Standards (IND-AS)-24 are set out in Notes to accounts to the Financial Statements of the Company.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for Financial Year 2023-24 and hence does not form part of this report.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure-V

In Compliance of the Section 135 of the Act read with the rules made thereunder, as amended, and applicable from time to time, detailed annual report on CSR activities undertaken by the Company during the year is given as Annexure-VII.

CSR policy is available on the Company's website at

www.hamptonsky.in.

The Company has spent the CSR amount till date. Details of the CSR expenditure has been provided in annual report on CSR annexed with this annual report.

During the year under review, the Company has not entered into any one-time settlement with the Banks or Financial Institutions who have extended loan or credit facilities to the company.

During the period under review, there were no significant and material orders passed by any regulator/court/tribunal impacting the going concern status and the Company's operations in future.

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the rules made thereunder.

Internal Complaints Committee(s) ("ICC") at each workplace of the Company, have been set up to redress complaints, if any, received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

No complaint was received from any employee of the Company during the Financial Year 2023-24.

Although, the Company has achieved various milestones which have already been set out in the Management Discussion and Analysis forming part of the Annual Report, however there were no significant developments during the year under review.

Pursuant to the requirements under Section 134(3)c of the Act, the Directors confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (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

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the end of the Financial Year March 31 , 2024 and of the profits 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 the 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; and (e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(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.

The equity shares of your Company are presently listed on the BSE Limited. The listing fee for the Financial Year 2024-25 has already been paid to the credit of the stock exchange.

Pursuant to the provisions of section 118(10) of the Act, the Company has complied with the applicable provisions of the applicable secretarial standards issued by the ICSI and approved by the central government.

The financial and statutory data presented in this Report is in line with the requirements of the Act (including the rules made thereunder), Indian Accounting Standards and the Secretarial Standards.

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The financial information is reported for the period April 1 ,

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2023, to March 31 , 2024. Some parts of the non-financial information included in this Board's Report are provided as on the date of this Report.

Statements in the Management Discussions & Analysis Report describing the Company's projections, estimates, expectations or predictions may be 'forward looking statements' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company's operations include demand supply conditions, raw material prices, changes in government regulations, tax regimes and economic developments within the country and abroad and such other factors.

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions or events on these items during the year under review: a) Receipt of any remuneration or commission from any of its subsidiary companies by the Managing Director of the Company. b) There was no revision of the previous year's financial statements during the Financial Year under review.

Your Directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers at all levels and for their dedication and loyalty, which has been critical for the Company's success.

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from sub-brokers, business associates, vendors, bankers, financial institutions, investors, stakeholders, registrar and share transfer agent, other business affiliates and media.

The Board places on record its sincere appreciation towards the Company's valued customers for the support and confidence reposed by them in the organization and the stakeholders for their continued co-operation and support to the company and look forward to the continuance of this supportive relationship in future.

Your Directors also place on record their deep sense of appreciation for the devoted services of the employees during the period under review.