To

The Members

HILLRIDGE INVESTMENTS LIMITED

Your directors present the (44^th) Annual Report along with the audited Financial Statements for the Financial Year- 2023-24. This report read with the Management Discussion and Analysis include details of the macro-economic scenario, Company's performance, various initiatives taken by the Company as well as its approach to risk management.

Your Director's take pleasure in presenting before you the 44^th Annual Report on the business and operations of the Company along with the Annual Audited Financial Statement for the financial year ended 31st March, 2024.

1. Financial Summary Highlights

Financial Results of the Company for the year under review along with the figures for previous year are as follows: (in ‘Thousand)

During the financial year 2023-24, the company has recorded revenue of Rs. 1,262.24 (In Thousand). The Company has earned Net Profit of Rs. 230.98 (In Thousand) during the year, as compared to profit of previous year Rs. 65.61 (In Thousand) in previous year. The Directors are optimistic about future performance of the Company.

2. Web Address of Annual Return

The Web link where Annual Return of the Company for the Financial Year 2023-24 referred in sub-section (3) of Section 92 has been placed is mentioned below: http://www.hillridgeinvestments.in/resource/Share-Holders-Information/Financial.aspx

3. Change in Nature Of Business

There was no change in the nature of business of company during the financial year.

4. Dividend

As the company is under inadequate profit so the company will not be able to recommend any dividend. But the directors are hopeful better result in ensuring future.

5. Transfer to Reserves

The Company did not transfer any amount to the General Reserves.

6. Share Capital

The Paid up Share Capital as on 31^st March, 2024 was INR 8,52,00,000 comprising 85,00,000 Equity Shares of Rs.10/- each and 20,000 Preference Shares of INR 10/- each. There is no change took place during the year.

7. Deposits

During the year, the Company has not invited/accepted any deposits under Companies Act, 2013.

8. Subsidiary/Associate/ Joint Venture Companies

The Company does not have any subsidiary/ Associates/ Joint Venture company.

9. Board of Directors

The detailed profile of the Directors seeking Appointment/Re-appointment is given in the explanatory statement accompanying notice to AGM and additionally in the Corporate Governance Report forming part of the Annual Report.

During the year under review, No Non-Executive Directors (NEDs) of the Company had any pecuniary relationship or transactions with the Company

Mrs. Moni (DIN: 07827689), Managing Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment. The Board of Directors recommends her re-appointment.

The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. The Independent Directors have submitted their disclosure to the Board that they fulfil all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The policy for familiarization program of Independent Director is also placed on Website of the company i.e., http://www.hillridgeinvestments.in/resource/Share-Holders-Information/Policies.aspx respectively.

During the Year, one (1) Meeting held in the F.Y. 2023-24 on 01/09/2023., of the Independent Directors.

The Company has received declarations from the Independent Directors to the effect that (a) they fulfil the criteria for independence as laid down under Section 149(6) of the Companies Act, 2013 and the rules framed thereunder, read with Regulation 16(1)(b) of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 as amended upto date ("Listing Regulations") (b) that they have got themselves registered in the data bank for Independent Directors being maintained by the Indian Institute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Government of India and their names are included in the data bank maintained by IICA (c) they are not aware of any circumstance or situation, existing or anticipated, which may impact or impair their ability to discharge duties (d) that they have complied with the Code for Independent Director prescribed in Schedule IV to the Companies

Act, 2013 which forms a part of the Company's Code of Conduct for Directors and Senior Management Personnel, to which as well, they affirm their compliance.

As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company has programmes for Familiarisation for the Independent Directors about the nature of the Industry, Business model, roles, rights and responsibilities of Independent Directors and other relevant information. As required under Regulation 46(2)(i) of SEBI (LODR) Regulations the details of the Familiarisation Programme for Independent Directors are available at the Company's website.

The Company's Policy for the appointment of Directors and Key and Senior Managerial

Personnel and their Remuneration policy can be accessed on the Company's website at the web-link http://www.hillridgeinvestments.in/

In seeking to select individuals for induction as directors on the Board of Directors of the Company, the criteria such as qualifications, positive attributes, independence as set out in the aforementioned policy, are strictly adhered to. Additionally, the knowledge, experience and expertise of the incumbent and their relevance to the Company, are other aspects covered by the policy, which are considered.

Remuneration packages for directors, key and senior management personnel, are drawn up in consonance with the tenets as laid down in the Remuneration Policy Depending upon the nature, quantum, importance and intricacies of the responsibilities and functions being discharged as also the standards prevailing in the industry the concerned individuals get the best possible remuneration packages permissible under the applicable laws, so that the Company gets to retain the best of quality and talent.

In compliance with the requirements of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors.

Pursuant to Schedule II, Part D of LODR, the Nomination and Remuneration Committee has laid down evaluation criteria for performance evaluation of Independent Directors, which is based on attendance, expertise and contribution brought in by the Independent Director at the Board and Committee Meetings, which shall be taken into account at the time of reappointment of Independent Director.

The performance of the Independent Directors was reviewed and evaluated by the entire Board and in such exercise, the director concerned whose performance was being evaluated, did not participate.

Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Regulation 25(4) of LODR, Independent Directors have evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, Performance of the Board as a whole and its Members and other required matters.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc.

The performance of Non Executive Directors, the Board as a whole and the Chairman of the Company was evaluated by Independent Directors, after taking into account the views of the Executive Director and NEDs.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors based on 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.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

F. Company Secretary

Mr. Archit Jain, an Associate Member of the ICSI, has been appointed, by the Board of Directors, as Company Secretary and Compliance Officer of the Company with effect from February 06, 2024. The same is continued till date.

Mr. Ajay Garg was appointed, by the Board of Directors of the Company, as Chief Financial Officer of the Company with effect from June 14, 2019.The same is continued till date.

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed there under:-

In accordance with the provision of section 134(5) of the Companies Act, 2013 the Board confirms and submits the Director's Responsibility Statement:-

? In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

? The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review; ? The Directors have taken proper & sufficient care of 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 prevention & detecting fraud & other irregularities; ? The Directors have prepared the accounts for the year ended 31^st March, 2024 on a going concern basis.

? 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. ? The directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

The Board of Directors duly met Eight (08) times during the financial year 2023-24. The dates on which meetings were held are 12/05/2023, 28/07/2023, 21/08/2023, 24/08/2023, 06/11/2023, 28/12/2023, 18/01/2024, and 06/02/2024.

The periodicity between two Board Meetings was within the maximum time gap as prescribed in the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015/ Companies Act, 2013.

The Audit Committee comprises three members out of which two including Chairman of the Committee are Independent Director. During the Year (04) Audit Committee Meetings were convened and held.

Meetings of the Committee:

The Committee met (4) times on 12/05/2023, 28/07/2023, 06/11/2023, 18/01/2024 during the financial year 2023-24.

The Minutes of the Meetings of the Audit Committee are discussed and taken note by the board of directors. The Statutory Auditor, Internal Auditor and Executive Directors/ Chief Financial Officer are invited to the meeting as and when required. The Composition of the Audit Committee and their attendance at the meeting:-

The Nomination & Remuneration Committee comprises three members out of which two including Chairman of the Committee are Independent Director. During the year One (01) Nomination & Remuneration Committee Meetings was convened and held.

The Committee met on 09/05/2023 during the financial year ended March 31, 2024. The Minutes of the Meetings of the Nomination & Remuneration Committee are discussed and taken note by the board of directors.

The Composition of the Nomination & Remuneration Committee and their attendance at the Meeting:

(iii) Stakeholders' Relationship Committee:

The Stakeholders' Relationship Committee comprises three members out of which two including

Chairman of the Committee are Independent Director. During the Year one (01) Stakeholders' Relationship Committee Meeting was convened and held.

The scope of the Shareholders Relation Committee is to review and address the grievance of the shareholders in respect of share transfers, transmission, non-receipt of annual report, non-receipt of dividend etc, and other related activities. In addition, The Committee also looks into matters which can facilitate better investor's services and relations.

The Committee met Three (01) times on 13/05/2023 during the financial year ended March 31, 2024.The Minutes of the Meetings of the Stakeholders' Relationship Committee are discussed and taken note by the board of directors.

The Risk Management Committee comprises three members out of which one member is the Independent Director. During the Year (2) Risk Management Committee Meeting was convened and held.

The Committee constituted to understand and assess various kinds of risks associated with the running of business and suggesting/ implementing ways and means for eliminating/ minimizing risks to the business of the Company and periodic review of the management control procedures/ tools used to mitigate such risks.

The Committee met Two (2) times on 17/08/2023 and 17/01/2024 during the FY 2023-24.

The Minutes of the Meetings of the Risk Management Committee are discussed and taken note by the board of directors.

The Composition of the Risk Management Committee and their attendance at the meeting:

There is only One (1) Share Holder Meeting (Annual General Meeting) held on Monday, 18^TH Day of September, 2023 at 01:00 P.M. IST through Video Conferencing ("VC")/ Other Audio Visual Means ("OAVM").

During the Financial Year, No Loan, Guarantees and Investments made by the company under section 186 of the Company Act, 2013. Details of Loans, Guarantees and investments, outstanding as on 31st March, 2024 are given in the notes to the financial statements.

Internal financial controls of the Company are commensurate with the nature and size of business operations. Your Directors are of the view that there are adequate policies and procedures in place in the Company so as to ensure:

(1) the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, Company has established a vigil mechanism and has a whistle blower policy. The policy provides the mechanism for the receipt, retention and treatment of complaints and to protect the confidentiality and anonymity of the stakeholders. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee for redressal. No person has been denied access to the Chairman of the Audit Committee.

The whistle Blower Policy is available on the website of the company i.e., http://www.hillridgeinvestments.in/resource/Share-Holders-Information/Policies.aspx

The particulars of contracts or arrangements with related parties for the financial year 2023- 24 are annexed herewith to the financial statements in Form No AOC -2 as Annexure IV.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to or developments/happenings in respect of such matters, during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme including the stock option schemes in force in the Company.

3. Passing of Material orders by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

4. Corporate insolvency resolution process initiated or pending of any insolvency proceedings under the insolvency and bankruptcy code, 2016 (IBC)

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, report on Corporate Governance is not applicable as the Company is within the prescribed limit that the Paid up Equity Share Capital of the Company is INR 8,52,00,000/- (Rupees Eight Crore Fifty Two Lakhs Only) and Net worth is INR 24,08,37,872.24/- (Rupees Twenty Four Crore Eight Lakhs Thirty Seven Thousand Eight Hundred Seventy Two only) as on 31^st March, 2024.

The Management Discussion and Analysis Report is applicable to the company as per the Regulation 34 under SEBI (Listing Obligation and Disclosures Requirements) Regulation, 2015 and annexed herewith marked as Annexure-I.

At 44^nd Annual General Meeting of the company held on 27^th September, 2022, the members approved appointment of M/S GSA & ASSOCIATES LLP, Chartered Accountants, (LLP REGISTRATION NO. AAS-8863) as Statutory Auditors of the Company to hold office for the period of 5 years from the conclusion of that AGM till the conclusion of the 47^th AGM.

M/s. TIWARI & MISHRA (Firm Registration Number 018393N) and M/s. GSA & ASSOCIATES LLP (000257N/N500339) and M/s. DEEPA ANKIT JAIN & ASSOCIATES (023987N) and M/s. BHATTACHARJEES & CO (327892E) Chartered Accountants Firms have merged to single entity leading to reconstitution of their firms with change in their firm name as M/s. GSA & ASSOCIATES LLP (000257N/N500339) with effect from 23^rd November 2023 and there is no change in the auditor of the company.

However, A Certificate from the Auditors has been received from the Statutory to the effect that their appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to section 139(1), section 141(2) and section 141(3) of the companies Act, 2013, and the provisions of Companies (Audit and Auditors) Rules, 2014.

? Statutory Auditor's Report:-

The Auditors' Report is annexed herewith marked as Annexure II and forms part of the Annual Report.

? Statutory Auditor's Observations:-

The observations made by Auditors with reference to notes to account are Self-explanatory and need no comments. The Board of Directors considered the matter and seeking to resolve the matter, if any.

The Company has appointed, Parul Agarwal, Practicing Company Secretary Company Secretaries to hold the office of the Secretarial Auditor.

? Secretarial Auditor's Report:-

The Secretarial Audit Report annexed herewith as Annexure- III to this report in Form No. MR-3

? Secretarial Auditor's Observations:-

Secretarial Auditor has not given any observations in his reports:

The Company has appointed Mr. Bharat Bhushan, as an Internal Auditor of the Company for the Financial Year 2023-24.

? Internal Auditor's Report

He placed the internal audit report to the Company.

? Internal Auditor's Observations

Internal Audit Report is self-explanatory and need no comments.

Maintenance of Cost Audit Records as specified by the Central Government under sub- section (1) of Section 148 of the Companies Act, 2013 is not applicable to the Company and accordingly such accounts and records are not required to be made and maintained. Also Cost Audit is not applicable to the Company.

Disclosure under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: The information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of managerial personnel) Rules, 2014 as amended, has been furnished herein below. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2023-24, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

1. % increase/decrease in the Median Remuneration of Employees in Financial Year 2023-24 is NIL.

2. The Median Remuneration of employees of the Company during the financial year was NIL.

3. Average percentile increases already made in the salaries of employees is NIL.

4. There were only 4 Permanent Employees on the rolls of Company as on March 31,2024.

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN INE138S01012 has been allotted for the Company. Therefore, the matter and/or investors may keep their shareholding in the electronic mode with their Depository Participates. 87.88% of the Company's Paid-up Share Capital is in dematerialized form and balance 12.12 % is in physical form as on 31st March, 2024.

The Company has complied with all the applicable environmental law and labour laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

People remain the most valuable asset of your Company. Your Company follows a policy of building strong teams of talented professionals. Your Company continues to build on its capabilities in getting the right talent to support different products and geographies and is taking effective steps to retain the talent. It has built an open, transparent and meritocratic culture to nurture this asset. The Company recognizes people as its most valuable asset and The Company has kept a sharp focus on Employee Engagement. The Company's Human Resources is commensurate with the size, nature and operations of the Company.

During the year under review, your Directors do not observe any transactions which could result in a fraud. Your Directors hereby declares that the Company has not been encountered with any fraud or fraudulent activity during the Financial Year 2023-24.

The Company has complied and continues to comply with all the applicable regulations, circulars and guidelines issued by the Ministry of Corporate Affairs (MCA), Stock Exchange(s), Securities and Exchange Board of India (SEBI) etc.

The Company has complied with all applicable provisions of the Companies Act, 2013, Listing Agreement executed with Stock Exchange(s), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable rules/regulations/guidelines issued from time to time.

Pursuant to the approval by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India on April 10, 2015, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 01, 2015. Thereafter, Secretarial Standards were revised with effect from October 01, 2017. The Company follows the Secretarial Standards.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The policy is available on the website of the company i.e.www.hillridgeinvestments.in.

The following is a summary of sexual harassment complaints received and disposed -off during the financial year 2023-24. No of complaints received : NIL No of complaints disposed of : N.A.

In compliance with Regulation 21(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended upto date, pursuant to the recent amendment in such regulations notified by SEBI on May 5, 2021, a Risk Management Committee was constituted by the Board of Directors earlier comprising of Mrs. Moni, Managing Director, as the Chairman, Ms Prerna Singh and Mr Parmanad Chaubey, who are Non-Executive Independent Directors of the company, to oversee implementation of the Risk Management Policy in force in the Company, and monitor and evaluate risks, basis appropriate methodology, processes and systems.

The Risk Management Policy is in force and application in the Company, has been drawn up based on a detailed assessment of the operational risks, risks associated with related business in India, in general and the business of the Company in particular. The Risk management Policy also covers the risks related to the Company assets and property, the risks which the employees of the Company may get exposed to, the risks arising out of non -compliance if any, with the provisions of and requirements laid down under various applicable statutes, Foreign Exchange related risks, risks which could emanate from business competition, contractual risks etc.

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc. other risks which considered necessary by the management. The Company has been addressing the various risks impacting the Company and policy of the Company on risk management is continuously reviewed by the Management of the Company.

Management Discussion and Analysis Report which forms part of the Annual Report identifies key risks, which can affect the performance of the Company. The policy has been uploaded on the website of the Company.

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

There were no Transaction and Financial Dealing in Crypto / Virtual Currency in the F.Y. 2023-24.

Except as disclosed elsewhere in the Report, there have been no material changes and commitments made between the end of the financial year of the company and the date of this report.

There are no significant and material orders passed by any regulators or courts or tribunals impacting the going concern status of the company.

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished

Steps taken / impact on conservation of energy, with special reference to the following: Steps taken by the company for utilizing alternate sources of energy including waste generated: NIL

Efforts, in brief, made towards technology absorption. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc. The Company has not taken any technical knowhow from anyone and hence not applicable. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

The Company has not imported any technology and hence not applicable.

Expenditure incurred on Research and Development: The Company has not incurred any expenditure on research and development.

During the year under review, there were no Application made or proceeding in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

During the year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions

This year too, Annual Report and the notice of the 44^th Annual General Meeting of the Company are being sent to all members electronically, at their registered e-mail ids as made available to the Company or its Registrar and Transfer Agent, Bigshare Services Pvt Ltd.

The e-voting facility is being provided to the members to enable them to cast their votes electronically on all resolutions sent forth in the notice, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the notice.

Furthermore, in compliance with the conditions and the related procedure laid down in the MCA Circulars, the meeting and the voting thereat shall take place in the manner so laid down.

The Directors are thankful to the Bankers, Customers, Dealers, and Vendors for their valuable support and assistance. The Directors wish to place on record their appreciation of the commendable work done, dedication and sincerity by all the employees of the Company at all levels during the year under review. The Company will make every effort to meet the aspirations of its shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.