Directors Report of Ramsons Projects Ltd.

Mar 31, 2026

The directors take pleasure in presenting the 32nd Annual Report together with the Audited Annual
Financial statements of the Company for the financial year ended March 31, 2026.

1. FINANCIAL RESULTS

The financial results of the Company for the year under review are compared below with the previous
year’s results for your information and consideration:

Particulars	For the Year ended March 31 2026	For the Year ended March 31 2025
Revenue from operations	-	-
Other Income	921.23	366.29
Total Income	921.23	366.29
Less: Depreciation and amortization expense	5.99	0.74
Less: Finance Costs	0.06	0.06
Add/(less): Exceptional items- Prior Period Items	0.00	0.00
Profit /loss before Tax Expense	851.17	326.35
Less: Tax Expense - Current	106.76	54.28
Add/(less): MAT Credit entitlements	10.79	0.79
Profit /(loss) for the year (A)	755.20	271.27
Other Comprehensive Income/(loss) (B)	(30.75)	3.84
Total Comprehensive Income after Tax (A B)	724.45	275.12

2. STATE OF COMPANY’S AFFAIRS

During the Financial Year 2025-26, the total income is Rs. 921.23 Lakhs compared to the total income
of Rs. 366.29 Lakhs of previous Financial Year. The Company has earned profit before tax for the
Financial Year 2025-26 of Rs. 851.17 Lakhs as compared to Profit before tax of Rs. 326.35 Lakhs of
previous Financial Year. Net Profit after Tax for the Financial Year 2025-26 is Rs. 755.20 Lakhs as
against Net Profit after tax of Rs. 271.27 Lakhs of previous Financial Year. Further, the management is
continuously looking for the new avenues for future growth of the Company and expect more growth
in the future period.

3. FINANCIAL STATEMENTS

The financial statements of the Company for the year ended March 31, 2026 have been prepared in
accordance with Indian Accounting Standards (“Ind AS”) prescribed under section 133 of the

Companies Act, 2013 (the “Act”), read with Rule 3 of the Companies (Indian Accounting Standards)
Rules, 2015 and Schedule III to the Act, as amended from time to time and applicable guidelines issued
by Securities and Exchange Board of India (“SEBI”).

4. FINANCE AND CAPITAL STRUCTURE

The authorised share capital of the Company was Rs. 400 Lakhs (Rupees Four Hundred Lakhs only) as
on March 31, 2026, comprising of 40,00,000 (Forty Lakhs) Ordinary (Equity) Shares of Rs. 10/- each.

The issued, subscribed and paid-up Equity Share Capital of the Company stood at Rs. 300.65 Lakhs
(Rupees Three Hundred Lakhs Sixty-Five Thousand only) as on March 31, 2026, comprising of
30,06,500 (Thirty Lakhs Six Thousand Five Hundred) Ordinary (Equity) Shares of Rs. 10/- each fully
paid-up.

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

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

During the year under review, the Reserve Bank of India vide its Order No.
DEL.DOR.NBFCBL.No.S426/24-03-329/2025-2026 dated September 19, 2025, conveyed the
cancellation of the Certificate of Registration No. 14.00774 of the Company. The said order contained
the cancellation order dated September 17, 2025, issued pursuant to the Company’s application dated
July 9, 2025, for voluntary surrender of the said Certificate of Registration. Accordingly, the Company
ceased to be a Non-Banking Financial Company with effect from September 17, 2025. Consequently,
the statutory obligation to maintain a Statutory Reserve under Section 45-IC of the Reserve Bank of
India Act, 1934 is no longer applicable to the Company, and hence the Company has not transferred
any amount to the Statutory Reserve during the year under review. Further, the Company has also not
transferred any amount to any other reserve on a voluntary basis except the P&L Balance to the general
reserves during the year under review.

6. DIVIDEND

Considering the development plans of the Company, the Board of Directors has decided not to
recommend any dividend for the financial year ended March 31, 2026. Further, the Company does not
fall within the list of top 1000 listed entities based on market capitalisation as specified under Regulation
43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly,
the requirement to formulate a Dividend Distribution Policy and disclose the same on the Company’s
website and in the Annual Report is not applicable to the Company.

7. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, is presented in a separate section forming part of the Annual Report
and marked as “Annexure I”.

8. CORPORATE GOVERNANCE

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the provisions relating to Corporate Governance, as specified under Regulations 17
to 27, Regulation 46(2)(b) to (i) and (t), and Paragraphs C, D and E of Schedule V of the SEBI (LODR)
Regulations, 2015, are not applicable to the Company, as its paid-up equity share capital does not exceed
?10 Crores and its net worth does not exceed ?25 Crores as on the last day of the previous financial
year.

However, certain important information as required under corporate governance are voluntarily
attached as “Annexure II”.

9. BUSINESS & OPERATIONS

As per the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based
Regulation) Directions, 2023 issued by the Reserve Bank of India dated October 19, 2023, as amended,
the Company was previously registered under the category of Non-Systematically Important Non¬
Deposit Taking NBFC and was denoted as a ''Base Layer NBFC'' under Investment and Credit Company
in pursuance of the said Directions.

However, the Reserve Bank of India vide its Order No. DEL.DOR.NBFCBL.No.S426/24-03-329/2025-
2026 dated September 19, 2025, conveyed the cancellation of the Certificate of Registration No.
14.00774 of the Company. The said order contained the cancellation order dated September 17, 2025,
issued pursuant to the Company’s application dated July 9, 2025, for voluntary surrender of the said
Certificate of Registration. Accordingly, the Company ceased to be a Non-Banking Financial Company
with effect from September 17, 2025. Consequently, the provisions of the Reserve Bank of India Act,
1934 and the directions, guidelines, and regulations issued thereunder are no longer applicable to the
Company.

10. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, the Company underwent a significant change in the nature of its business.
The Board of Directors, in their meeting held on March 20, 2025, considered and approved the voluntary
surrender of the Certificate of Registration (CoR) No. 14.00774 issued by the Reserve Bank of India,
as the Company proposed to transition its business operations from Non Banking Finance Company to
the real estate sector.

Subsequently, the Board of Directors, at its meeting held on May 22, 2025, approved the following:

1. Adoption of the new Memorandum of Association (“MOA”) aligned with Table A of Schedule I of the
Companies Act, 2013, to ensure consistency and compliance with the provisions of the Companies Act,
2013;

2. Alteration of the Main Object Clause of the MOA of the Company by removing the NBFC business
activities and incorporating real estate business objectives, subject to the approval of the shareholders,
the Reserve Bank of India, and the Registrar of Companies, Delhi.

The said alteration was approved by the shareholders of the Company at the 31^st Annual General
Meeting held on June 19, 2025. Thereafter, the Reserve Bank of India vide its Order No.
DEL.DOR.NBFCBL.No.S426/24-03-329/2025-2026 dated September 19, 2025, conveyed the
cancellation of the Certificate of Registration No. 14.00774 of the Company. The said order contained
the cancellation order dated September 17, 2025, issued pursuant to the Company’s application dated
July 9, 2025, for voluntary surrender of the said Certificate of Registration. Accordingly, the Company
ceased to be a Non-Banking Financial Company with effect from September 17, 2025. The Registrar
of Companies, Delhi subsequently approved the alteration in the Object Clause on November 28, 2025,
and issued the Certificate of Registration confirming the Special Resolution for Alteration of Object
Clause(s). Therefore, the Company is now engaged in the real estate business.

Further, the Board of Directors, at its meeting held on May 22, 2025, approved the adoption of a new
set of Articles of Association ("AOA") aligned with Table F of Schedule I of the Companies Act, 2013,
to ensure consistency and compliance with the provisions of the Companies Act, 2013. The said
alteration to the Articles of Association was subsequently approved by the shareholders of the Company
at the 31st Annual General Meeting held on June 19, 2025.

11. AUDITORS AND AUDIT REPORTSA. STATUTORY AUDITORS

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

STATUTORY AUDIT REPORT

The Auditors’ Report as issued by the Independent Auditors of the Company for the financial year
ended March 31, 2026, does not contain any qualification, reservation, adverse remark or disclaimer.

The report of the Auditors on the financial statements, including relevant notes on the accounts for the
financial year ended March 31, 2026, is self-explanatory and therefore does not call for any further
comments.

B. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has reappointed
M/s K. K. Singh & Associates, a firm of Company Secretaries in Practice having (FirmRegistration No.
P2001HR005500), and having its office at 384P, Sector-40, Gurugram-122003, Haryana, India, to
undertake the Secretarial Audit of the Company for the Financial Year 2025-26.

SECRETARIAL AUDIT REPORT

The secretarial Audit Report as issued by the Secretarial Auditors of the Company for the financial year
ended 31^st March 2026 is given as Annexure ‘III’ forming part of the Annual Report.

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

a. The dematerialization of entire Promoter’s Group shareholding is under process, as required under
Regulation 31(2) of SEBI (LODR) Regulations, 2015.

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

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

C. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the rules made
thereunder, Mr. Aman Bajaj, Chartered Accountant, Internal Auditor of the Company, resigned from
his position with effect from October 15, 2025.

Based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on
October 15, 2025, appointed Mr. Piyush Rampuria, Chartered Accountant (Membership No. 466335),
as the Internal Auditor of the Company to conduct the Internal Audit for the financial year 2025-26.

The Internal Auditor periodically reports his findings and observations to the Audit Committee and the
Board, which reviews the adequacy and effectiveness of the internal control systems of the Company.

D. COST AUDITORS

The provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records
and Audit) Rules, 2014 relating to Cost Audit and maintaining cost audit records are not applicable to
the Company.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

• Mr. Rakesh Arora, (DIN: 00125976), who retired by rotation pursuant to Section 152(6) of the
Companies Act, 2013 was re-appointed as the Director of the Company at the previous Annual
General Meeting held on June 19, 2025.

• Mr. Verinder Kumar Bathla (DIN: 09244526), was appointed as Non-Executive Independent
Director to the Board w.e.f. June 19, 2025 for the first term of five consecutive years.

• Mr. Sundeep Kalsi (DIN: 01493597) ceased to be a Non-Executive Independent Director of the
Company upon the completion of his second consecutive term of office on September 28, 2025.

• The shareholders of the Company, at their 31st Annual General Meeting held on June 19, 2025,
approved the regularization of Mr. Yogesh Kumar Sachdeva as a Director of the Company. Further,
at the said Annual General Meeting, the shareholders also approved the appointment of Mr. Yogesh
Kumar Sachdeva as the Managing Director of the Company.

Furthermore, Mr. Yogesh Kumar Sachdeva (DIN: 00171917), being the retiring Director at the
upcoming Annual General Meeting of the Company, and being eligible, offers himself for re¬
appointment as Director at the ensuing Annual General Meeting of the Company.

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

13. NUMBER OF MEETINGS OF THE BOARD

During the period under review, 06 (Six) Board Meetings were held and the gap between two meetings
did not exceed 120 days as per the Companies Act, 2013 and Secretarial Standards on Meeting of the
Board of Directors (SS-1). The dates on which the said meetings were held are as follows:

S. No.	Date of Meeting
1.	May 22, 2025
2.	June 05, 2025
3.	August 08, 2025
4.	October 15, 2025
5.	November 12, 2025
6.	February 11, 2026

14. BOARD EVALUATION

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

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

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

15. COMMITTEES OF THE BOARD

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

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholder Relationship Committee

d) Risk Management Committee

e) Share Transfer Committee

f) Investment and Lending Committee

Details of all the Committees such as terms of reference, composition, and meetings held during the
year under review are disclosed under points no. 8 to 13 of the Corporate Governance Report annexed
to this Report as Annexure II.

16. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The company has established vigil mechanism and framed whistle blower policy for Directors and
employees to report concerns about unethical behavior, actual or suspected fraud or violation of
Company’s Code of Conduct or Ethics Policy. The company has placed the policy on website and can
be viewed on the link https://ramsonsprojects.com/.

17. CODE OF CONDUCT FOR INSIDER TRADING

The Company has duly formulated and adopted the Code of Conduct to regulate, monitor and Report
trading by designated persons and Code of Practice and Procedures for fair disclosure of Unpublished
Price Sensitive Information (UPSI) in accordance with SEBI (Prohibition of Insider Trading)
Regulations, 2015. The objective of this Code is to prescribe the procedure for trading in securities of
the Company and the disclosures to be made by the designated persons with respect to their
shareholding in the Company, both direct and indirect and the fair disclosures of UPSI. The Code of
Conduct is available on the website of the Company at https://ramsonsproiects.com/.

18. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

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

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

As required by Section 178(1)/178(3) Company has constituted Nomination and Remuneration
Committee which formulate the criteria for determining qualification, positive attribute and
independence of a director and has recommended a policy to the Board relating to remuneration of
directors, Key Managerial Personnel and other employees and Board is implementing the same. This
Policy is directed towards a structure that provides adequate rewards and compensation to the
employees, as specified therein. This policy formulates the criteria for determining qualifications,
competencies, positive attributes, and independence for the appointment of a director
(executive/nonexecutive) and also the criteria for determining the remuneration of the directors, key
managerial personnel (KMPs) and other employees.

The company has placed the policy on website and can be viewed on the link
https://ramsonsproiects.com/reports/17472212761747221276071.pdf

20. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given a declaration under sub-section (7) of Section 149 of the
Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149 (6) of
the Companies Act, 2013. Further, there has been no change in the circumstances affecting their status
as Independent Directors of the Company or to qualify under the Act and the relevant regulations. In
the opinion of the Board, all the Independent Directors are person of integrity and possess requisite
qualification/ skill/ expertise required for their roles and they are independent of the Management.

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

21. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES

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

22. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, in terms of the provisions of Section 186(1) of the Act, the particulars of
loans, guarantees and investments have been disclosed in the financial statements and forms an Integral
Part of the Annual Report.

23. ANNUAL RETURN

Pursuant to sub-section (3)(a) of Section 134 and sub-section (3) of Section 92 of the Act, read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of the Annual
Return as at March 31, 2026 will be made available post its filing with registrar upon conclusion of
AGM on the website of the company at https://ramsonsprojects.com/library?folder=35

24. CONTRACTS/ ARRANGEMENTS/ TRANSACTIONS WITH RELATED PARTIES

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

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

A detailed disclosure of the transaction with the related party is annexed with this report in Form AOC
2 as “Annexure- IV”.

25. RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify and assess business risks and take appropriate
measures to mitigate them. In the opinion of the Board, there are no risks which may threaten the
existence of the Company.

26. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company is required to furnish the information in terms of section 134
(5) of the Companies Act, 2013 and to best of their knowledge and ability, confirms that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along
with proper explanations relating to material departures, if any.

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

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

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

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

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

Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, work performed by the internal, statutory, and secretarial auditors and the
reviews performed by Management and the relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the Company’s internal financial controls were adequate
and operationally effective during the Financial Year 2025-26.

27. PARTICULARS OF FRAUD REPORTED BY THE AUDITOR

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

28. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes or commitments affecting the financial position of the Company
which have occurred between the end of the financial year and the date of this Report, except that
pursuant to the application of voluntary surrender of its Certificate of Registration as a Non-Banking
Financial Company (NBFC), the Reserve Bank of India, vide its Order
DEL.DOR.NBFCBL.No.S426/24-03-329/2025-2026 dated September 19, 2025, conveyed the

cancellation of the Certificate of Registration No. 14.00774 of the Company. The said order contained
the cancellation order dated September 17, 2025, issued pursuant to the Company’s application dated
July 9, 2025, for voluntary surrender of the said Certificate of Registration. Accordingly, the Company
ceased to be a Non-Banking Financial Company with effect from September 17, 2025 resulting in a
material change in the regulatory framework applicable to the Company.

29. COMPLIANCE OF SECRETARIAL STANDARDS

The Board of Directors confirm that the Company has complied with applicable Secretarial Standards
i.e. Secretarial Standard ‘SS-1’ for Meetings of the Board of Directors and ‘SS-2’ for General Meetings
issued by the Institute of Company Secretaries of India.

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

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

a. Conservation of Energy: The Company does not have any manufacturing activity and the operations
and activities of the Company are not power intensive. Nevertheless, the Company continues its efforts
to conserve energy whenever practicable by economizing the use of power.

b. Technical Absorption: The Company has not entered into any contract involving any technical know¬
how during the financial year.

c. Foreign Exchange earnings and outgo:

The details regarding Foreign Exchange Earnings and outgoing is as under:

a. Foreign Exchange Earning: NIL

b. Foreign Exchange Outflow: NIL

31. DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal
or interest on deposits from public was outstanding as on the date of the balance sheet. Accordingly,
disclosing the details of deposits which are not in compliance with the requirements of Chapter V of
the Act is not applicable.

32. CORPORATE SOCIAL RESPONSIBILITY

The Provisions of Corporate Social Responsibilities as per the provisions of Section 135 of the
Companies Act, 2013 and rules made there under are not applicable to the Company.

33. DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

The following no. of complaints was received under the POSH Act and the rules framed thereunder
during the year:

a. Number of complaints filed during the financial year - NIL

b. Number of complaints disposed of during the financial year - NIL

c. Number of complaints pending as on end of the financial year - NIL

34. DISCLOSURE REGARDING REMUNERATION AS REQUIRED UNDER SECTION 197
(12) READ WITH READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014, OF THE COMPANIES
ACT, 2013.

(i) The ratio of the remuneration of the Managing Director to the median remuneration of the employees
of the Company for the financial year was 1.66:1.

(ii) The percentage increase in remuneration of the Managing Director, Chief Financial Officer and
Company Secretary & Compliance Officer during the financial year cannot be determined as
comparable remuneration figures for the previous financial year are not available.

(iii) The percentage increase in the median remuneration of employees during the financial year cannot
be determined due to the non-availability of comparable figures for the previous financial year.

(iv) The Company had six (6) permanent employees on its rolls as on March 31, 2026, comprising three
(3) female employees and three (3) male employees.

(v) During the financial year under review, there was no revision in the remuneration of employees and
managerial personnel. Accordingly, the comparison of the average percentile increase in the salaries of
employees other than managerial personnel with the percentile increase in managerial remuneration is
not applicable.

(vi) The remuneration paid to the Managing Director, Chief Financial Officer, Company Secretary &
Compliance Officer and other employees was in accordance with the Nomination and Remuneration
Policy of the Company.

(vii) The Company affirms that the remuneration paid during the financial year was as per the
Nomination and Remuneration Policy of the Company.

35. Particulars of Employees

The information required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report and is set out below:

Name & Designati on of Employee	Remuner ation Received during FY 2025¬ 26 (?)	Nature of Employment	Qualificatio ns	Date of Commenceme nt of Employment	Name of Previous Employm ent	Whethe r Relativ e of any Directo r / Manag er	% of Equi ty Shar es Held
Ms. Ashwarya Maheshwa ri - Company Secretary &	7,20,000	Permanent	Company Secretary	21/03/2025	Na	No	0

Complianc e Officer
Ms. Swati Tiwari - Employee	5,80,917	Permanent*	Assistant Company Secretary	15/09/2025	Na	No	0
Mr. Sumit Rathi - Employee	4,68,456	Permanent	Senior Executive Finance & Accounts	05/12/2022	Na	No	0
Ms. Sushma - Chief Financial Officer	4,08,600	Permanent	CFO	21/03/2025	Na	No	0
Mr. Sunil Kumar- Employee	3,00,000	Permanent**	Manager Operational	01/01/2026	Na	No	0
Mr. Indra Kumar Yadav - Employee	1,18,000	Permanent	Supervisor	01/11/2025	Na	No	0

* Ms. Swati Tiwari resignedfrom the services of the Company with effect from 16 March, 2026.

** Mr. Sunil Kumar joined the Company in January 2026 as Manager - Operations.

None of the employees of the Company was in receipt of remuneration of ?1,02,00,000 or more per
annum or ?8,50,000 or more per month during the financial year under review. Further, no employee
received remuneration in excess of that drawn by the Managing Director and held, by himself/herself
or together with his/her spouse and dependent children, not less than two percent of the equity shares
of the Company.

36. DISCLOSURES WITH RESPECT TO UNCLAIMED SUSPENSE ESCROW DEMAT
ACCOUNT

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

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

In accordance with the requirement of Regulation 34(3) and Part F of Schedule V to the SEBI Listing
Regulations, details of eauitv shares in the suspense account are as follows:

Particular	Number of Shareholder	Number of equity share
Aggregate number of Shareholders and the outstanding shares in the suspense account lying as on April 1, 2025
Shareholders who approached the Company for transfer of shares from suspense account during the year
Shareholders to whom shares were transferred from the suspense account during the year	-	-
Shareholders whose shares are transferred to the demat account of the IEPF Authority as per Section 124 of the Act
Aggregate number of Shareholders and the outstanding shares in the suspense account lying as on March 31, 2026	1	1000

37. DISCLOSURE IN ACCORDANCE WITH REGULATION 30A OF SEBI (LISTING
OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015.

No such agreements as specified under clause 5A to para A of part A of schedule II, are required to be
disclosed in accordance with Regulation 30A of SEBI Listing Regulations, in the Financial Year 2025¬
2026.

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

During the year under review, there has been no material order passed by any Regulator, Court, or
Tribunal against the Company which can impact its going concern status and the Company''s operations
in future. However, The Reserve Bank of India, vide its Order DEL.DOR.NBFCBL.No.S426/24-03-
329/2025-2026 dated September 19, 2025, conveyed the cancellation of the Certificate of Registration
No. 14.00774 of the Company. The said order contained the cancellation order dated September 17,
2025, issued pursuant to the Company’s application dated July 9, 2025, for voluntary surrender of the
said Certificate of Registration. Accordingly, the Company ceased to be a Non-Banking Financial
Company with effect from September 17, 2025. It is to be noted, the said cancellation was pursuant to
a voluntary surrender by the Company and does not adversely impact the going concern status or future
operations of the Company.

39. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

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

40. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961 and has
policies, systems and processes in place to ensure ongoing compliance.

41. VALUATION FOR ONE TIME SETTLEMENT

There was no instance of one time settlement with any bank or financial institution.

42. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

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

43. HUMAN RESOURCES

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

44. ACKNOWLEDGEMENT

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

By order of the Board
For and on behalf of
Ramsons Projects Limited

Sd/- Sd/-

Yogesh Kumar Sachdeva Verinder Kumar Bathla

Managing Director Director

DIN-00171917 DIN-09244526

Add: Flat No. Ph 01 Tower 1 The Hibiscus, Add: House No 3038P First Floor Sector 57,

Near S.S. Plaza, Sector 50, Nirvana Wazirabad, Gurugram 122003, Haryana

Country, Gurugram- 122018, Haryana

Date: June 17, 2026
Place: Gurugram, Haryana

---

Mar 31, 2025

The directors take pleasure in presenting the 31^st Annual Report together with the Audited
Annual Financial statements of the Company for the financial year ended March 31, 2025.

FINANCIAL RESULTS

The financial results of the Company for the year under review are compared below with
the previous year''s results for your information and consideration:

(Rs. in I.nkhsl

Particulars	For the Year ended March 31 2025	For the Year ended March 31, 2024
Revenue from operations	106.49	53.49
Other Income	259.80	134.70
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	327.13	160.67
Less: Depreciation	0.74	0.51
Profit /loss before Finance Costs, Exceptional items and Tax Expense	326.39	160.16
Less: Finance Costs	0.06	7.75
Profit /loss before Exceptional items and Tax Expense	326.33	152.41
Add/(less): Exceptional items- Prior Period Items	0.00	(173.55)
Profit /loss before Tax Expense	326.33	325.96
Less: Tax Expense - Current	54.28	2.85
Add/(less): MAT Credit entitlements	0.79	1.06
Profit / (loss) for the year (A)	271.26	322.05
Other Comprehensive Income/(loss) (B)	3.84	(234.10)
Total Comprehensive Income after Tax (A B)	275.10	87.95
Balance of profit / loss for earlier years	558.53	301.95
Balance carried forward	775.53	558.53

FINANCIAL STATEMENTS

Financial Statements for the Financial Year 2024-25 are prepared in compliance with the
Companies Act, 2013, Indian Accounting Standards (''Ind-AS'') and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended, and are forming part of the Annual Report.

STATE OF COMPANY''S AFFAIRS

During the year under review, your Company has earned a profit of Rs. 271.26 Lakhs after
tax. Further, the management is working towards growth and development of the Company,
and we are striving to achieve the milestones and planned target in the next couple of years.

FINANCE AND CAPITAL STRUCTURE

The authorised share capital of the Company is Rs. 400 Lakhs (Rupees Four Hundred Lakhs
only) as on March 31, 2025, comprising of 40,00,000 (Forty Lakhs) Ordinary (Equity) Shares
of Rs. 10/- each.

The issued, subscribed and paid-up Share Capital of the Company stood at Rs. 300.65 Lakhs
(Rupees Three Hundred Lakhs Sixty-Five Thousand only) as on March 31, 2025, comprising
of 30,06,500 (Thirty Lakhs Six Thousand Five Hundred) Ordinary (Equity) Shares of Rs. 10/-
each fully paid-up.

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

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

During the year under review, your Company has transferred an amount of Rs. 54.25 Lakhs
from the retained earnings to statutory reserves required to be created under the provisions
of Section 45-IC of Reserve Bank of India Act, 1934.

DIVIDEND

During the period under review, despite profits being earned the directors have not
recommended any dividend for the financial year ended March 31, 2025, keeping in view the
further developments plan of the Company.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated
under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, is presented in a separate section forming part
of the Annual Report and marked as Annexure "I".

CORPORATE GOVERNANCE

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

BUSINESS & OPERATIONS

As per the Master Direction- Reserve Bank of India (Non-Banking Financial Company - Scale
Based Regulation) Directions, 2023 issued by the Reserve Bank of India dated 19^th October
2023, as amended, the Company previously registered under the category of Non¬
Systematically Important Non Deposit taking NBFC is now hereby in pursuance to this
directions is denoted as a ''Base layer NBFC'' under Investment and Credit Company , The
Company continues to comply with all the applicable laws, regulations, guidelines, etc.
prescribed by the Reserve Bank of India (“RBI”), from time to time.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

The Board of Directors of the Company in their Meeting held on 20^th March 2025 had
considered and approved for voluntary surrender of the Certificate of Registration (CoR)
No. 14.00774 issued to the Company by Reserve Bank of India (RBI) as the Company wants
to shift its business to Real estate sector.

Further, the Company has generated its major revenue from operations through interest
income amounting to Rs. 105.58 Lakhs for the financial year ended March 31, 2025, as
compared to interest income of Rs. 50.27 Lakhs generated during the financial year ended
March 31, 2024. The total comprehensive income for the period ended March 31, 2025
stood at Rs. 275.10 Lakhs as compared to Rs. 87.95Lakhs generated during the financial
year ended March 31, 2024. The interest income generated during the period under review
was largely on account of loan facilities disbursed by the Company to the Body corporates.

Non-Banking Financial Companies

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

AUDITORS AND AUDIT REPORTS
STATUTORY AUDITORS

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

STATUTORY AUDIT REPORT

The Auditors'' Report as issued by the Independent Auditors of the Company for the
financial year ended March 31, 2025, does not contain any qualification, reservation,
adverse remark or disclaimer.

The report of the Auditors on the financial statements, including relevant notes on the
accounts for the financial year ended March 31, 2025, is self-explanatory and therefore does
not call for any further comments.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s K. K. Singh & Associates, a firm of Company Secretaries in
Practice having its office at 384P, Sector-40, Gurugram-122003, Haryana, India, to
undertake the Secretarial Audit of the Company for the Financial Year 2024-25.

SECRETARIAL AUDIT REPORT

The secretarial Audit Report as issued by the Secretarial Auditors of the Company for the
financial year ended 31^st March 2025 is given as Annexure ''III forming part of the Annual
Report.

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

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

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

b. The filing of form MR-1 with respect to the appointment of Mr. Yogesh Sachdeva as
Managing Director of the Company was not filed till within due date however, the same
was filed upto the date of signing of this report.

Management response: With regard to the observation pertaining to the delayed filing
of Form MR-1 for the appointment of Mr. Yogesh Sachdeva as Managing Director, the
management would like to clarify that the delay was inadvertent and occurred due to
administrative oversight. However, the Company has since rectified the lapse and duly
filed Form MR-1 with the Registrar of Companies on May 21, 2025, prior to the date of
signing of the Secretarial Audit Report. The Company is committed to ensuring timely
compliance with all applicable statutory requirements in the future.

c. The prior approval of RBI for the appointment of Mr. Yogesh Sachdeva as Director and
Managing Director of the Company has not been obtained as required Regulation 42 of
Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale
Based Regulation) Directions, 2023, however, the Company has applied for the post facto
approval on 28th February 2025 with the RBI.

Management response: With respect to the observation pertaining to the non¬
obtaining of prior approval from the Reserve Bank of India (RBI) for the appointment of
Mr. Yogesh Sachdeva as Director and Managing Director of the Company. The Company
management would like to clarify that the delay in obtaining the prior approval of the
Reserve Bank of India for the appointment of Mr. Yogesh Sachdeva as Director and
Managing Director, as required under Regulation 42 of the Master Direction - Reserve
Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions,
2023, was entirely inadvertent and occurred due to an administrative oversight.

However, upon identification of the lapse, the Company took immediate corrective
measures and has duly filed an application with the Reserve Bank of India on 28th
February 2025 seeking post-facto approval for the said appointment.

The Company remains fully committed to maintaining the highest standards of
regulatory compliance and assures that all necessary steps have been taken to prevent
the recurrence of such instances. Going forward, the Company will ensure strict
adherence to all applicable statutory and regulatory requirements in a timely manner.

d. The filing of form DNBS 02, filed on 29th August 2024 for the quarter ended on 30th
June, 2024, was delayed by few days against its prescribed timeline under the NBFC
Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions,
2016 read with circulars made thereunder.

Management Response: The delay in filing Form DNBS-02 for the quarter ended 30th
June 2024, which was submitted on 29th August 2024, was inadvertent and due to
technical glitch on the website of Reserve Bank of India. The Company acknowledges
the prescribed timeline under the NBFC Directions, read with applicable circulars and
will ensure the regulatory returns will be submitted within the applicable timelines
applicable. The delay was not intentional and did not have any material impact on the
Company''s operations or regulatory standing.

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

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rules framed
thereunder, the Board of Directors of the Company, based on the recommendations of Audit
Committee, in their meeting held on May 22, 2024, had appointed Mr. Aman Jain, Chartered
Accountant (Membership No. 448079) as the internal Auditor of the Company to conduct
the internal audit for the financial year ended 2024-25.

COST AUDITORS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Mr. Rakesh Arora, (DIN: 00125976), who retired by rotation was re-appointed as the
Director of the Company at the previous Annual General Meeting held on September 19,
2024.

Mr. Yogesh Sachdeva was appointed as Additional Director and also as Managing Director to
the Board w.e.f. the opening of business hours of November 15, 2024 and his regularization
is to be done in the ensuing AGM. Such an appointment is subject to approval of
shareholders in the ensuing general meeting of the company.

Mr. Sunil Sachdeva resigned as Managing Director with effect from the closure of business
hours of November 14, 2024.

Further, Mr. Sunil Sachdeva (DIN: 00012115) resigned from the Directorship of the
Company, w.e.f. the closure of business hours of February 12, 2025.

The following changes have been approved and incorporated in the Key Managerial
Personnel of the Company:

1. Changes in the position of Chief Financial Officer

Mr. Harish Chhabra, Chief Financial Officer of the Company resigned from his position w.e.f.
closure of business hours of 20^th March 2025 and Ms. Sushma was appointed as Chief
Financial Officer w.e.f. from the opening of business hours of 21^st March 2025.

2. Changes in the position of Company Secretary and Compliance Officer

Mr. Ayush Yadav, Company Secretary and Compliance Officer of the Company, resigned from
his position w.e.f. the closure of business hours of March 20, 2025 and Ms. Ashwarya
Maheshwari was appointed as the Company Secretary and Compliance Officer w.e.f. from
the opening of business hours of March 21, 2025.

The Company had made an application dated February 28, 2025, for obtaining prior
approval from the Reserve Bank of India for appointment of Mr. Anil Chhabra (DIN:
01627234) as a Non-executive Non-independent Director of the Company and post facto
approval for appointment of Mr. Yogesh Kumar Sachdeva as Directors of the Company.
Once, the same is approved by the authority, the Company will move forward with the
appointment of Mr. Chhabra in the Board of the Company.

Furthermore, the second tenure of Mr. Sundeep Kalsi (DIN: 01493597), Non-executive
Independent Director of the Company will be expiring on 27^th September 2025. It is further
proposed to appoint Mr. Virender Kumar Batla (DIN: 09244526) as a Non-executive
Independent Director of the Company for a period of 5 (five) years starting from the ensuing
Annual General Meeting whose office will not be eligible for retire by rotation.

Furthermore, Mr. Rakesh Arora (DIN: 00125976), being the retiring Director at the
upcoming Annual General Meeting of the Company, and being eligible, offers himself for re¬
appointment as Director at the ensuing Annual General Meeting of the Company.

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

NUMBER OF MEETINGS OF THE BOARD

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

BOARD EVALUATION

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

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

During the period under review, the above evaluations were found satisfactory at all levels.
COMMITTEES OF THE BOARD

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

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholder Relationship Committee

d) Share Transfer Committee

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

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

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

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

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

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

POLICY ON THE DIRECTOR''S APPOINTMENT, REMUNERATION AND OTHER DETAILS.

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

DECLARATION BY INDEPENDENT DIRECTORS

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

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

DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

ANNUAL RETURN

The Annual Return for the year ended on March 31, 2025, can be viewed through the website
link www.ramsonsprojects.com.

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

CONTRACTS/ ARRANGEMENTS/ TRANSACTIONS WITH RELATED PARTIES

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

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

RISK MANAGEMENT POLICY

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

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company is required to furnish the information in terms of
section 134 (5) of the Companies Act, 2013 and to best of their knowledge and ability,
confirms that:

a) In the preparation of the annual accounts, the applicable accounting standards have
been followed.

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

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

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

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

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

Based on the framework of internal financial controls and compliance systems established
and maintained by the Company, work performed by the internal, statutory, and
secretarial auditors and the reviews performed by Management and the relevant Board
Committees, including the Audit Committee, the Board is of the opinion that the Company''s
internal financial controls were adequate and operationally effective during the Financial
Year 2024-25.

PARTICULARS OF FRAUD REPORTED BY THE AUDITOR

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

RBI GUIDELINES

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

Applicable disclosures as prescribed by the Master Direction - Reserve Bank of India (Non¬
Banking Financial Company - Scale Based Regulation) Directions, 2023 and other NBFC
regulations have been made in this Report.

MATERIAL CHANGES AND COMMITMENTS

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

1. GIFT DEED EXECUTED IN FAVOR OF DISTRICT TOWN PLANNER, GURUGRAM,
HARYANA - During the year, the Board of Directors approved and executed a Gift Deed
for the transfer of Development Rights (TDR) linked to the Company-owned land
situated under Khasra No. 8//25/2/2 min (4-12-2) and 9//21/1 min (0-8-1) in the
revenue estate of Village Dorkha, Tehsil Harsaru, Sector 95, Gurugram, Haryana. The
transfer was made free of cost in favour of the Hon''ble Governor, State of Haryana,
acting through the Director, Town and Country Planning, Haryana, and was executed in
the office of the Sub-Registrar, Tehsil Harsaru, Gurugram.

This transaction was carried out in compliance with regulatory requirements and forms
part of the overall land development framework. Although executed without monetary
consideration, this transfer is expected to support the Company''s broader real estate
development plans and may have a long-term strategic impact on its financial and
operational position.

2. SALE OF TRANSFERABLE DEVELOPMENT RIGHTS (TDR) CERTIFICATES BY THE
COMPANY - During the financial year, the Company undertook significant steps in
relation to its land inventory, which are expected to have a positive impact on its
financial position in the forthcoming periods.

The Company has applied for the issuance of Transferable Development Rights (TDR)
certificates to the Department of Town and Country Planning (DTCP), Haryana, against
land held in its asset inventory. The Company has received partial TDR certificates,
while the remaining certificates are currently under review and pending approval from
the DTCP.

In anticipation of receiving the full allotment of TDR certificates, the Board of Directors
has accorded its consent for the sale of these certificates to identified investors, in one or
more tranches, based on terms and conditions to be mutually agreed upon. The
Company expects these transactions to contribute to future revenue generation and
improve the overall financial position.

3. SURRENDER OF NBFC LICENSE (COR) BY THE COMPANY- During the year, the
Company submitted an application to the Reserve Bank of India (RBI) for the surrender
of its NBFC license. The application is currently under process with RBI. The Board also
discussed the future business plans of the Company. It was informed that, after the
surrender of the NBFC license, the Company plans to explore opportunities in the real
estate sector and engage in related activities. This shift in business focus is a major
change for the Company and is expected to influence its overall strategy and financial
position in the coming years.

4. RESIGNATION OF MANAGING DIRECTOR- During the year, Mr. Sunil Sachdeva
resigned from the position of Managing Director of the Company due to personal and
unavoidable circumstances, with effect from the closure of business hours of November
14, 2024.

5. APPOINTMENT OF MANAGING DIRECTOR- Mr. Yogesh Kumar Sachdeva (DIN:
00171917) appointed as the Managing Director and Key Managerial Personnel of the
Company with effect from the opening of business hours of November 15, 2024. This
appointment ensures continued leadership and compliance with statutory
requirements, and is expected to support the Company''s ongoing business operations
and future strategic direction.

COMPLIANCE OF SECRETARIAL STANDARDS

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

PARTICULARS OF REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNELS
AND EMPLOYEES

No salary has been paid to the directors of the Company during the year. The salary paid to
Key Managerial Personnel (KMPs) of the Company, i.e., Company Secretary & Chief
Financial Officer, amounts to Rs. 9,46,525/- in aggregate.

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

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

a. Conservation of Energy: The Company, being a Non-Banking Financial Company
(NBFC), does not have any manufacturing activity and the operations and activities of
the Company are not power intensive. Nevertheless, the Company continues its
efforts to conserve energy whenever practicable by economizing the use of power.

b. Technical Absorption: The Company has not entered into any contract involving
any technical know-how during the financial year.

c. Foreign Exchange earnings and outgo:

The details regarding Foreign Exchange Earnings and outgoing is as under:

a. Foreign Exchange Earning: NIL

b. Foreign Exchange Outflow: NIL

DEPOSITS

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

CORPORATE SOCIAL RESPONSIBILITY

The Provisions of Corporate Social Responsibilities as per the provisions of Section 135 of
the Companies Act, 2013 and rules made there under are not applicable to the Company.

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

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

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

• During the period under review, no remuneration was paid to the directors and
therefore, no ratio is required to be reported in this report.

• The percentage increase in the remuneration of Company Secretary (CS) is 15%.

• Further, the Company has 02 permanent employees on the roll of the Company for
financial year ended March 31, 2025.

• It is hereby affirmed that the remuneration paid during the year is as per the
Remuneration Policy of the Company.

DISCLOSURES WITH RESPECT TO UNCLAIMED SUSPENSE ESCROW DEMAT ACCOUNT

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

During the year under review, no shares were credited to the Suspense Escrow Demat
Account of the Company as the LOC was not submitted by the member in the stipulated
period of 120 days.

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

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

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

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

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

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

HUMAN RESOURCES

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

ACKNOWLEDGEMENT

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

By order of the Board

For Ramsons Projects Limited

Sd/- Sd/-

Yogesh Sachdeva Sundeep Kalsi

Managing Director and Director

Additional Director DIN-01493597

DIN-00171917 Add: H-3, Aaron Ville, Sohna Road,

Add: Flat No. Ph 01 Tower 1 The Sec-48, South City-II, Gurugram 122018,

Hibiscus, Near S.S. Plaza, Sector 50, H_ary_ana

Nirvana Country, Gurugram- 122018,

Haryana

Date: May 22, 2025
Place: Gurugram, Haryana

---

Mar 31, 2024

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

FINANCIAL RESULTS

The financial results of the Company for the year under review are compared below with the previous year''s results for your information and consideration:

(Rs. in Lakhs)
Particulars	For the Year ended March 31, 2024	For the Year ended March 31, 2023
Revenue from operations	53.49	51.90
Other Income	134.70	4.91
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	160.67	14.80
Less: Depreciation	0.51	0.22
Profit /loss before Finance Costs, Exceptional items and Tax Expense	160.16	14.58
Less: Finance Costs	7.75	7.95
Profit /loss before Exceptional items and Tax Expense	152.41	6.63
Add/(less): Exceptional items- Prior Period Items	(173.55)	(11.77)
Profit /loss before Tax Expense	325.96	(5.14)
Less: Tax Expense - Current	2.85	1.14
Add/(less): MAT Credit entitlements	1.06	(0.98)
Profit /(loss) for the year (A)	322.05	(5.30)
Other Comprehensive Income/(loss) (B)	(234.10)	10.52
Total Comprehensive Income after Tax (A B)	87.95	5.22
Balance of profit / loss for earlier years	301.95	306.19
Balance carried forward	558.53	301.95

FINANCIAL STATEMENTS

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

STATE OF COMPANY''S AFFAIRS

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

FINANCE AND CAPITAL STRUCTURE

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

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

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

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

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

DIVIDEND

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

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

CORPORATE GOVERNANCE

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

BUSINESS & OPERATIONS

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

CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

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

Non-Banking Financial Companies

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

AUDITORS AND AUDIT REPORTS STATUTORY AUDITORS

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

STATUTORY AUDIT REPORT

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

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

SECRETARIAL AUDITORS

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

SECRETARIAL AUDIT REPORT

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

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

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

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

b. The filing of Form DNBS 13, filed on 17th October 2023 for the quarter ended on 30th September 2023, was delayed by two days against its prescribed timeline under the NBFC Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016 read with circulars made thereunder.

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

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

INTERNAL AUDITORS

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

COST AUDITORS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Mr. Sunil Sachdeva (DIN: 00012115), who retired by rotation was re-appointed as the Director of the Company at the previous Annual General Meeting held on September 13, 2023.

The Board of Directors of the Company, based on the recommendation of the Nomination and remuneration Committee, has recommended for re-appointment/ regularization of Mr. Rakesh Arora (DIN: 00125976), as Director of the Company. Mr. Rakesh Arora (DIN: 00125976) was regularized as Director to the Board in the 29^th

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

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

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

NUMBER OF MEETINGS OF THE BOARD

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

BOARD EVALUATION

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

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

During the period under review, the above evaluations were found satisfactory at all levels. COMMITTEES OF THE BOARD

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

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholder Relationship Committee

d) Share Transfer Committee

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

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

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

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

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS

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

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

DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES

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

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

ANNUAL RETURN

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

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

CONTRACTS/ ARRANGEMENTS/ TRANSACTIONS WITH RELATED PARTIES

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

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

A detailed disclosure of the transaction with the related party is annexed with this report in Form AOC 2 as Annexure- IV.

RISK MANAGEMENT POLICY

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

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company is required to furnish the information in terms of section 134 (5) of the Companies Act, 2013 and to best of their knowledge and ability, confirms that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

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

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

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

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

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

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

PARTICULARS OF FRAUD REPORTED BY THE AUDITOR

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

RBI GUIDELINES

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

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

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

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

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

COMPLIANCE OF SECRETARIAL STANDARDS

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

PARTICULARS OF REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNELS AND EMPLOYEES

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

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

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

a. Conservation of Energy: The Company, being a Non-Banking Financial Company (NBFC), does not have any manufacturing activity and the operations and activities of the Company are not power intensive. Nevertheless, the Company continues its efforts to conserve energy whenever practicable by economizing the use of power.

b. Technical Absorption: The Company has not entered into any contract involving any technical know-how during the financial year.

c. Foreign Exchange earnings and outgo:

The details regarding Foreign Exchange Earnings and outgoing is as under:

a. Foreign Exchange Earning: NIL

b. Foreign Exchange Outflow: NIL

DEPOSITS

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

CORPORATE SOCIAL RESPONSIBILITY

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

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

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

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

• During the period under review, no remuneration was paid to the directors and therefore, no ratio is required to be reported in this report.

• The percentage increase in the remuneration of Company Secretary (CS) is 15%.

• Further, the Company has 03 permanent employees on the roll of the Company for financial year ended March 31, 2024.

• It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

DISCLOSURES WITH RESPECT TO UNCLAIMED SUSPENSE ESCROW DEMAT ACCOUNT

SEBI vide Circular dated January 25, 2022, mandated that the Company / RTA shall verify and process the investor service requests and thereafter issue a ''Letter of Confirmation (LOC)'' in lieu of physical share certificate(s). The LOC shall be valid for a period of one

hundred twenty days from the date of issuance within which the Member/Claimant shall make a request to the Depository Participant for dematerializing the said shares. In case, the Demat request is not submitted within the aforesaid period, the shares shall be credited to the Company''s Suspense Escrow Demat Account.

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

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

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

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

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

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

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

HUMAN RESOURCES

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

ACKNOWLEDGEMENT

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

---

Mar 31, 2015

The Directors take pleasure in presenting the 21st Annual Report together with audited statements of accounts of the Company for the year ended March 31, 2015.

FINANCIAL RESULTS

The financial results of the Company for the year under review are compared below with the previous year's results for your consideration:

(Rs. in Lacs)

For the Year ended For the Year ended 31-03-2015 31-03-2014

Income from operations & Other income 5.51 17.62

Profit/(Loss) before depreciation - 1.11

Depreciation .06 0.13

Profit/(Loss) before tax (5.28) .98

Provision/Payment for Income Tax - -

Income Tax for last year 0.01 0.02

Profit/(Loss) After Tax (5.27) .96

Surplus brought forward from Previous Year 280.28 279.32

Surplus carried to Balance Sheet 274.95 280.28

OVERALL PERFORMANCE

During the year under review the company has incurred a loss of Rs.5,28,218/- before considering provision of tax for previous year.

DIVIDEND

The Board of Directors don't recommend any dividend for the year.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

Your company has complied with the mandatory provisions of clause 49, relating to Corporate Governance, of the Listing Agreement with the Stock Exchanges. A comprehensive report on Corporate Governance forming part of the Directors' Report and the certificate from the practicing company secretary confirming the compliance of conditions on corporate governance is included in the Annual Report.

FUTURE PROSPECTS

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

Realizing the present situation and future prospects of fund based activities for our size of companies and in the interest of all the stakeholders, the Board will take all appropriate measure to enhance the overall growth of the company.

AUDITORS & AUDIT REPORT

M/s. Sundeep Kumar & Associates, Chartered Accountants, Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. Pursuant to Section 139 and Section 141 of the Companies Act, 2013 they have confirmed that their appointment, if made, would be within the prescribed limits. Yours Directors recommend reappointment of M/s. Sundeep Kumar & Associates, Chartered Accountants, as Auditors of the company at the ensuing Annual General Meeting.

The notes to the accounts referred to in the Auditor's Report and the observations made in the Report under Companies (Auditor's Report) Order, 2003 are self-explanatory and therefore do not call for any further comments.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. KK Singh & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit Report is given as Annexure 'II' forming part of this Report.

Explanation and Comments of Board on Observation in Secretarial Audit Report

1. Company website needs to be updated.

The website of the company is under maintenance and will be updated within a short span of time.

2. Company has not appointed CFO as KMP under Section 203 of the Companies Act, 2013.

During the year Company has incurred a loss and due to financial strain Company was not able to appoint CFO as KMP during the year. However company is looking for suitable candidate for the post CFO.

3. Company has not provided E Voting facility during last year in light of the MCA circular dated 17th June 2014.

During last year Ministry of Corporate Affairs have issued a circular dated 17/06/2014 making E Voting non-mandatory till 31/12/2014 and Company was in the opinion that under the ambit of the Circular E Voting is non-mandatory during the Year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Sunil Batta, and Mr. Ram Lal Sachdeva Director of the Company have resigned from the Board of Director of the Company and their resignation has been accepted by the Board.

Mr. Yogesh Sachdeva, Director of the Company will retire in ensuing Annual General Meeting and he is consented to be re-appointed as Director of the Company.

During the year Mr. Bipin Bihare Company Secretary cum Compliance Officer has resigned from the Company w.e.f. 13-02-2015

Mrs. Anita Roy was appointed as an Additional Director on 29-6-2015 in order to fulfill the requirement of Women Director on the Board. The resolution seeking approval of the Members for appointing Mrs. Anita Roy as Independent Director for a term of 5 Years have been incorporated in the notice of the forthcoming Annual General Meeting of the Company.

Brief resume, pursuant to clause 49 of the Listing Agreement of the Directors proposed to be appointed/ reappointed at the Annual General Meeting, nature of their expertise in specific functional areas and name of companies in which they hold directorship included in the notes to the Notice convening the Annual General Meeting.

Number of Meetings of the Board

During the Year 7 Board Meeting were held and details of same is given in Corporate Governance Report which forms the part of this report.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

AUDIT COMMITTEE

The Board has constituted the Audit Committee. The composition, powers, role and terms of reference of the Committee are in accordance with the requirements mandated under Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The details of the Audit Committee along with Meetings held during the year are covered in the Corporate Governance Report which forms part of this Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The details of the Whistle Blower Policy is covered in the Corporate Governance Report which form a part of this Report.

Internal Financial Control System and their adequacy

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

Policy on Director's Appointment and Remuneration and other details.

Policy on Director's Appointment and Remuneration and other details as provided under Section 178(3) of the Company has been disclosed in Corporate Governance Report and Extracts and Annual Return which forms and integral part of the Director's Report.

DIRECTORS RESPONSIBILITY STATEMENT

The information required to be furnished in terms of section 134 (5) of the Companies Act, 2013 the Board of Directors to best of their knowledge and ability, confirm that

Your Directors confirmed:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

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

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

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

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and operationally effective during the Financial Year 2014-15.

PARTICULARS OF REMUNERATION OF DIRECTORS, KMP's AND EMPLOYEES

A statement containing the details of the Remuneration of Directors, KMP's and Employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 cannot be calculated because no salary has been given to any director during the year. However salary paid to KMP i.e. Company Secretary has been disclosed in Extracts of Annual Report Annexure 1 which forms the part of this Report.

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

Information with respect to Conservation Of Energy, Technology Absorption & Foreign Exchange Earning And Outgo, pursuant to section 134 (3)(m) of the Companies Act, 2013 is as follows:-

a. Conservation of Energy: The operations of the Company are not power intensive. Nevertheless, the Company continues its efforts to conserve energy whenever practicable by economizing the use of power.

b. Technical Absorption: Nil

c. Foreign Exchange earnings and out go : Nil

PUBLIC DEPOSITS

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

Corporate Social Responsibility

The Provisions of Corporate Social Responsibilities as per provisions of the Companies Act, 2013 and rules made thereunder are not applicable on the Company

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has set up an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. There was no case of sexual harassment reported during the year under review.

ACKNOWLEDGEMENT

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

By order of the Board

For Ramsons Projects Ltd.

(Sunil Sachdeva)

Chairman cum Managing Director

DIN-00012115

Place: Gurgaon

Date : 14-08-2015

---

Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the 20th Annual Report together with audited statements of accounts of the Company for the year ended March 31, 2014.

FINANCIAL RESULTS

The financial results of the Company for the year under review are compared below with the previous year''s results for your consideration:

(Rs. in Lacs)

For the Year For the Year ended ended 31-03-2014 31-03-2013

Income from operations & Other income 17.62 28.93

Profit/(Loss) before depreciation 1.11 5.90

Depreciation 0.13 0.26

Profit/(Loss) before tax .98 5.64

Provision/Payment for Income Tax - .05

Income Tax for last year 0.02 8.04

Profit/(Loss) After Tax .96 (2.46)

Surplus brought forward from Previous Year 279.32 281.78

Surplus carried to Balance Sheet 280.28 279.32

OVERALL PERFORMANCE

During the year under review the company has made a profit of Rs.98,357/- before considering provision of tax for previous year.

DIVIDEND

The Board of Directors don''t recommend any dividend for the year.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

Your company has complied with the mandatory provisions of clause 49, relating to Corporate Governance, of the Listing Agreement with the Stock Exchanges. A comprehensive report on Corporate Governance forming part of the Directors'' Report and the certificate from the practicing company secretary confirming the compliance of conditions on corporate governance is included in the Annual Report.

FUTURE PROSPECTS

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

Realizing the present situation and future prospects of fund based activities for our size of companies and in the interest of all the stakeholders, the Board will take all appropriate measure to enhance the overall growth of the company.

AUDITORS

M/s. Sundeep Kumar & Associates, Chartered Accountants, Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Pursuant to Section 224(1B) of the Companies Act, 1956 they have confirmed that their appointment, if made, would be within the prescribed limits. Yours Directors recommend reappointment of M/s. Sundeep Kumar & Associates, Chartered Accountants, as Auditors of the company at the ensuing Annual General Meeting.

The notes to the accounts referred to in the Auditor''s Report and the observations made in the Report under Companies (Auditor''s Report) Order, 2003 are self-explanatory and therefore do not call for any further comments.

DIRECTORS

Mr. Sunil Batta, and Mr. Ram Lal Sachdeva Director of the Company have resigned from the Board of Director of the Company and their resignation has been accepted by the Board.

Mr. Sundeep Kalsi, Director of the Company will retire in ensuing Annual General Meeting and he is consented to be re-appointed as Director of the Company.

Brief resume, pursuant to clause 49 of the Listing Agreement of the Directors proposed to be appointed/ reappointed at the Annual General Meeting, nature of their expertise in specific functional areas and name of companies in which they hold directorship included in the notes to the Notice convening the Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

The information required to be furnished in terms of section 217 (2AA) of the Companies Act, 1956 are set out hereunder:

Your Directors confirmed:

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

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

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

iv) that the directors had prepared the annual accounts on a going concern basis.

The Company''s Internal Auditor have conducted periodic audits to provide reasonable assurance that the Company''s established policies and procedures have been followed.

PARTICULARS OF EMPLOYEES

Your company does not have any employee, whose particulars are required to be given under the provision of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended up to date.

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

Information with respect to Conservation Of Energy, Technology Absorption & Foreign Exchange Earning And Outgo, pursuant to section 217 (1)(e) of the Companies Act, 1956 is as follows:-

a. Conservation of Energy: The operations of the Company are not power intensive. Nevertheless, the Company continues its efforts to conserve energy whenever practicable by economizing the use of power.

b. Technical Absorption: Nil

c. Foreign Exchange earnings and out go : Nil

PUBLIC DEPOSITS

The Company has not accepted any fixed deposits from public till date within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

ACKNOWLEDGEMENT

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

By order of the Board For Ramsons Projects Ltd.

Sd/ (Sunil Sachdeva) Chairman Cum Managing Director

Place: Gurgaon Date: 14-08-2014

---

Mar 31, 2012

The Directors take pleasure in presenting the 18th Annual Report together with audited statements of accounts of the Company for the year ended March 31, 2012.

FINANCIAL RESULTS

The financial results of the Company for the year under review are compared below with the previous year's results for your consideration:

(Rs. in Lacs)

For the Year ended For the Year ended 31-03-2012 31-03-2011

Income from operations & Other income 22.71 65.93

Exceptional Income (Profit on sale of Land) 280.28 0.00

Profit/(Loss) before depreciation & Interest 274.60 39.30

Interest 1.60 12.56

Depreciation 0.41 0.81

Profit/(Loss) before tax 272.58 25.93

Provision/Payment for Income Tax 50.38 4.39

Deferred Tax - 3.31

Income Tax For Last year (.087) 0.36

Profit/(Loss) After Tax 222.29 17.88

Surplus brought forward from Previous Year 59.50 41.62

Surplus carried to Balance Sheet 281.79 59.50

OVERALL PERFORMANCE

During the year under review total profit of the company after taking into consideration of exceptional income is Rs. 222.29 Lacs.

DIVIDEND

The Board of Directors donot recommend any dividend for the year.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

Your company has complied with the mandatory provisions of clause 49, relating to Corporate Governance, of the Listing Agreement with the Stock Exchanges. A comprehensive report on Corporate Governance forming part of the Directors' Report and the certificate from the practicing company secretary confirming the compliance of conditions on corporate governance is included in the Annual Report.

FUTURE PROSPECTS

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

Realizing the present situation and future prospects of fund based activities for our size of companies and in the interest of all the stakeholders, the Board will take all appropriate measure to enhance the overall growth of the company.

AUDITORS

M/s. Sundeep Kumar & Associates, Chartered Accountants, Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. Pursuant to Section 224(1B) of the Companies Act, 1956 they have confirmed that their appointment, if made, would be within the prescribed limits. Yours Directors recommend reappointment of M/s. Sundeep Kumar & Associates, Chartered Accountants, as Auditors of the company at the ensuing Annual General Meeting.

The notes to the accounts referred to in the Auditor's Report and the observations made in the Report under Companies (Auditor's Report) Order, 2003 are self-explanatory and therefore do not call for any further comments.

DIRECTORS

Mr. Yogesh Sachdeva Director of the Company will retire in ensuing Annual General Meeting and he is consented to be re-appointed as Director of the Company.

Brief resume, pursuant to clause 49 of the Listing Agreement of the Directors proposed to be appointed/ reappointed at the Annual General Meeting, nature of their expertise in specific functional areas and name of companies in which they hold directorship included in the notes to the Notice convening the Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

The information required to be furnished in terms of section 217 (2AA) of the Companies Act, 1956 are set out hereunder:

Your Directors confirmed:

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

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

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

iv) that the directors had prepared the annual accounts on a going concern basis.

The Company's Internal Auditor have conducted periodic audits to provide reasonable assurance that the Company's established policies and procedures have been followed.

PARTICULARS OF EMPLOYEES

Your company does not have any employee, whose particulars are required to be given under the provision of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended up to date.

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

Information with respect to Conservation Of Energy, Technology Absorption & Foreign Exchange Earning And Outgo, pursuant to section 217 (1)(e) of the Companies Act, 1956 is as follows:-

a. Conservation of Energy: The operations of the Company are not power intensive. Nevertheless, the Company continues its efforts to conserve energy whenever practicable by economizing the use of power.

b. Technical Absorption: Nil

c. Foreign Exchange earnings and out go : Nil

PUBLIC DEPOSITS

The Company has not accepted any fixed deposits from public till date within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

ACKNOWLEDGEMENT

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

By order of the Board

For Ramsons Projects Ltd.



(Sunil Sachdeva)

Chairman Cum Managing Director

Place: Gurgaon

Date: 27-08-2012

---

Mar 31, 2011

Dear Members,

The Directors take pleasure in presenting the 17th Annual Report together with audited statements of accounts of the Company for the year ended March 31, 2011.

FINANCIAL RESULTS

The financial results of the Company for the year under review are compared below with the previous year's results for your consideration:

(Rs. in Lacs)

For the Year ended For the Year ended 31-03-2011 31-03-2010

Income from operations & Other income 65.93 119.43

Profit/(Loss) before depreciation & Interest 39.30 25.97

Interest 12.56 10.73

Depreciation 0.81 1.41

Profit/(Loss) before tax 25.93 13.83

Provision/Payment for FBT 0.00 0.00

Provision/Payment for Income Tax 4.39 2.43

Deferred Tax 3.31 (2.05)

Income Tax For Last year 0.36 0.12

Profit/(Loss) After Tax & before minority interest 17.88 13.33

Profit/(Loss) After Tax 17.88 13.33

Surplus brought forward from Previous Year 41.62 28.29

Surplus carried to Balance Sheet 59.50 41.62

OVERALL PERFORMANCE

The Company's total income on consolidated basis during the year is Rs. 28.28 Lacs.

DIVIDEND

The Board of Directors donot recommend any dividend for the year.

SUBSIDIARY COMPANY

During the Financial Year 2010-11, the Company had one subsidiary company viz., M/s. Sumel Housing Finance Pvt. Ltd.. Further in the Board meeting held on 15th June, 2011 company has disinvested the shares held in its subsidiary company and accordingly, the relation between Holding and Subsidiary has ceased.

The Ministry of Corporate Affairs, Government of India has granted a general exemption (vide Circular No. 2/2011 dated 8th February, 2011) to companies from attaching the Balance Sheet, Profit and Loss Account and other documents referred to in Section 212(1) of the Act in respect of its subsidiary company, subject to fulfillment of the conditions mentioned therein. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. The Annual Accounts of the subsidiary company is open for inspection by any Member/ Investor and the Company will make available these documents/details upon request by any member of the Company and would be posted on the website of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Company has consolidated the accounts of its subsidiary company M/S. Sumel Housing Finance Pvt. Ltd. and associate company M/s. SAS Serivizio Pvt. Ltd. The Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards (AS-21 and AS-23) issued by the Institute of Chartered Accountants of India and the same together with Auditors' Report thereon form part of the Annual Report.

These statements have been prepared on the basis of financial statements received from the Subsidiary company and its associates company as approved by its Board.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

Your company has complied with the mandatory provisions of clause 49, relating to Corporate Governance, of the Listing Agreement with the Stock Exchanges. A comprehensive report on Corporate Governance forming part of the Directors' Report and the certificate from the practicing company secretary confirming the compliance of conditions on corporate governance is included in the Annual Report.

FUTURE PROSPECTS

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

Realizing the present situation and future prospects of fund based activities for our size of companies and in the interest of all the stakeholders, the Board will take all appropriate measure to enhance the overall growth of the company.

AUDITORS

M/s. Sundeep Kumar & Associates, Chartered Accountants, Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. Pursuant to Section 224(1B) of the Companies Act, 1956 they have confirmed that their appointment, if made, would be within the prescribed limits. Yours Directors recommend reappointment of M/s. Sundeep Kumar & Associates, Chartered Accountants, as Auditors of the company at the ensuing Annual General Meeting.

The notes to the accounts referred to in the Auditor's Report and the observations made in the Report under Companies (Auditor's Report) Order, 2003 are self-explanatory and therefore do not call for any further comments.

DIRECTORS

Mr. Neeraj Sehgal Director has tendered his resignation from the Board of Directors of the Company w.e.f. 2nd August, 2011 and his resignation has been accepted. The Board has placed its appreciation of the valuable contribution made to the Company by Mr. Sehgal.

Mr. Sunil Batta was appointed as Additional Director w.e.f. 2nd August, 2011, in accordance with Article 100 of the Articles of Association and Section 260 of the Companies Act, 1956. Mr. Batta holds the office only up the date of the forthcoming Annual General Meeting and a notice under section 257 of the Act has been received from a member signifying his intention to propose Mr. Batta appointment as a Director.

Mr. Ram Lal Sachdeva Managing Director of the Company has resigned and the same has been accepted in the meeting of Board of Directors held on 2nd August, 2011 but he will remain in the Board and continue to act as Director of the Company. The Board has place its appreciation of the valuable contribution made to the Company by Mr. R L Sachdeva.

In terms of provisions of Section 198, 269 read with Schedule XIII of the Companies Act, 1956 and subject to approval of Shareholders in the Annual General Meeting Mr. Sunil Sachdeva Director of the Company has been appointed as Chairman cum Managing Director (CMD) of the Company in Board Meeting held on 2nd August, 2011.

Mr. Sanjay Batra Director of the Company will retire in ensuing Annual General Meeting and he is consented to be re-appointed as Director of the Company.

Brief resume, pursuant to clause 49 of the Listing Agreement of the Directors proposed to be appointed/ reappointed at the Annual General Meeting, nature of their expertise in specific functional areas and name of companies in which they hold directorship included in the notes to the Notice convening the Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

The information required to be furnished in terms of section 217 (2AA) of the Companies Act, 1956 are set out hereunder:

Your Directors confirmed:

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

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

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

iv) that the directors had prepared the annual accounts on a going concern basis.

The Company's Internal Auditor have conducted periodic audits to provide reasonable assurance that the Company's established policies and procedures have been followed.

PARTICULARS OF EMPLOYEES

Your company does not have any employee, whose particulars are required to be given under the provision of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended up to date.

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

Information with respect to Conservation Of Energy, Technology Absorption & Foreign Exchange Earning And Outgo, pursuant to section 217 (1)(e) of the Companies Act, 1956 is as follows:-

a. Conservation of Energy: The operations of the Company are not power intensive. Nevertheless, the Company continues its efforts to conserve energy whenever practicable by economizing the use of power.

b. Technical Absorption: Nil

c. Foreign Exchange earnings and out go : Nil

PUBLIC DEPOSITS

The Company has not accepted any fixed deposits from public till date within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

ACKNOWLEDGEMENT

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

By order of the Board For Ramsons Projects Ltd.



(Sunil Sachdeva) Chairman Cum Managing Director

Gurgaon, 2nd August, 2011

---

Mar 31, 2010

The Directors take pleasure in presenting the 16th Annual Report together with audited statements of accounts of the Company for the year ended March 31, 2010.

FINANCIAL RESULTS

The financial results of the Company for the year under review are compared below with the previous years results for your consideration:

(Rs. in Lacs)

For the Year ended For the Year ended 31-03-2010 31-03-2009

Income from operations & Other income 126.76 113.00

Profit before depreciation & Interest 27.08 21.07

Interest 10.73 0.00

Depreciation 1.40 1.47

Profit before tax 14.95 19.61

Provision/Payment for FBT 0.00 0.37

Provision/Payment for Income Tax 3.70 2.02

Deferred Tax (2.90) 1.47

Income Tax For Last year 0.12 0.25

Profit After Tax& before minority interest 14.03 0.00

Profit After Tax 51.12 15.50

Surplus brought forward from Previous Year 28.28 12.78

Surplus carried to Balance Sheet 466.38 28.28

OVERALL PERFORMANCE

The Companys total income on consolidated basis during the year is Rs. 126.76 Lacs a increase of 11.50% over the previous financial year.

DIVIDEND

The Board of Directors dont recommend any dividend for the year.

SUBSIDIARY COMPANY

During the Financial Year 2009-10, the Company has one subsidiary company viz., M/s. Sumel Housing Finance Pvt. Ltd. incorporated on 26th February, 2007. It has obtained certificate of registration from National Housing Bank for carrying on housing finance business. The statement pursuant to Section 212 of the Companies Act, 1956 is attached and forms part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Company has consolidated the accounts of its subsidiary company M/S. Sumel Housing Finance Pvt. Ltd. and associate company M/s. SAS Serivizio Pvt. Ltd. The Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards (AS-21 and AS-23) issued by the Institute of Chartered Accountants of India and the same together with Auditors Report thereon form part of the Annual Report.

These statements have been prepared on the basis of financial statements received from the Subsidiary company and its associates company as approved by its Board.

SELL/DISPOSE OFF STONE MANUFACTURING UNIT

During the financial year 2009-10 company has closed its stone manufacturing unit situated at Tandoor. As per section 192A of the Act, read with the Companies (Passing of the Resolution by Postal Ballot) Rules 2001, consent of the shareholders under section 293(1)(a) of the Companies Act,1956 for disposal of land, office equipment, vehicles and furniture etc. were taken.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

Your company has complied with the mandatory provisions of clause 49, relating to Corporate Governance, of the Listing Agreement with the Stock Exchanges. A comprehensive report on Corporate Governance forming part of the Directors Report and the certificate from the practicing company secretary confirming the compliance of conditions on corporate governance is included in the Annual Report.

FUTURE PROSPECTS

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

Realizing the present situation and future prospects of fund based activities for our size of companies and in the interest of all the stakeholders, the Board will take all appropriate measure to enhance the overall growth of the company.

AUDITORS

M/s. Sundeep Kumar & Associates, Chartered Accountants, Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. Pursuant to Section 224(1B) of the Companies Act, 1956 they have confirmed that their appointment, if made, would be within the prescribed limits. Yours Directors recommend reappointment of M/s. Sundeep Kumar & Associates, Chartered Accountants, as Auditors of the company at the ensuing Annual General Meeting.

The notes to the accounts referred to in the Auditors Report and the observations made in the Report under Companies (Auditors Report) Order, 2003 are self-explanatory and therefore do not call for any further comments.

DIRECTORS

Mr. Naresh Ajwani was appointed in the 15th annual general meeting held on 18th September, 2009 in casual vacancy caused by resignation of Harvinder Singh and Mr. Vinod Madan, whole time director of the company was appointed on 20th October,1997 have resigned from the Board. The Board accepted their resignations in the Meeting held on 3rd day of September, 2010 and placed on record its appreciation to the contribution made by them during their tenure.

Pursuant to the provisions of the Companies Act, 1956, Mr. Sundeep Kalsi, Directors of your Company, retire by rotation at the ensuing Annual General Meeting of your Company, and being eligible, have offered himself for re-appointment.

Mr. Neeraj Sehgal was appointed as director in casual vacancy caused by resignation of Mr. R P Sharma in the 15th annual general meeting held on 18th September, 2009. As per provisions of Section 262 of the Companies Act, 1956 any person so appointed shall hold office only up to the date up to which the director in whose place he is appointed would have held office accordingly Mr. Neeraj Sehgal will retire in ensuing Annual General Meeting and he is consented to be re-appointed as Director of the Company.

Brief resume, pursuant to clause 49 of the Listing Agreement of the Directors proposed to be appointed/ reappointed at the Annual General Meeting, nature of their expertise in specific functional areas and name of companies in which they hold directorship included in the notes to the Notice convening the Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

The information required to be furnished in terms of section 217 (2AA) of the Companies Act, 1956 are set out hereunder:

Your Directors confirmed:

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

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

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

iv) that the directors had prepared the annual accounts on a going concern basis.

The Companys Internal Auditor have conducted periodic audits to provide reasonable assurance that the Companys established policies and procedures have been followed.

PARTICULARS OF EMPLOYEES

Your company does not have any employee, whose particulars are required to be given under the provision of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended up to date.

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

Information with respect to Conservation Of Energy, Technology Absorption & Foreign Exchange Earning And Outgo, pursuant to section 217 (1)(e) of the Companies Act, 1956 is as follows:-

a. Conservation of Energy: The operations of the Company are not power intensive. Nevertheless, the Company continues its efforts to conserve energy whenever practicable by economizing the use of power.

b. Technical Absorption: Nil

c. Foreign Exchange earnings and out go : Nil

PUBLIC DEPOSITS

The Company has not accepted any fixed deposits from public till date within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

ACKNOWLEDGEMENT

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

By order of the Board For Ramsons Projects Ltd. Place: Gurgaon

Date : 03-09-2010 (Sunil Sachdeva) Chairman

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Mar 31, 2002

The Directors have pleasure in presenting their Eighth Annual Report together with the Audited Accounts of your Company for the year ended 31st March , 2002.

FINANCIAL HIGHLIGHTS

Financial Statement as at 31st March, 2002 is summarised as follows :

For the year ended 31st March, 2002 31st March, 2001 (IN LACS) (IN LACS)

Total Income 65.39 20.29

Profit before tax 1.31 1.41

Provision for tax .10 .11

Profit after tax 1.21 1.30

DIVIDEND / TRANSFER TO RESERVES

Keeping in view the Financial Results of the company for the year ended 31st March, 2002 no dividend is proposed by the Board of Directors for this year.

OPERATIONS

The Company had a good turnover in Electricals Items in the previous year. The Company also expects good turnover in the year to come. Apart from this the Company is also having some good orders for supply of stones and expects a high increase in total turnover. Companys interest income is reasonable.

RESOURCE MOBILISAION / DEPOSITS

Your company has not raised any funds from public or by private placement. The funds of the company are employed in trading of electrical & stone goods , financing and investment in securities.

DIRECTORS

Mr. Vinod Madan and Mr. R.P.Sharma , Directors of the company retires by rotation and being eligble offers themselves for re-appointment.

Mr. Shiv Prasad and Mr. Krishan Kumar were appointed as Additional Directors effective from 30th March , 2002. Necessary notice in respect of the above two directors , proposing their candidature for Directorship under Section 257 of the Companies Act , 1956 , along with requisite deposits , has been received. Their respective appointment as Directors of the company is recommended by the Board.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 217 (2AA) of the Companies Act, 1956 , the Directors of the Company declare that:

(i) in the preparation of the final accounts , the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) The Directors had selected such accounting policies and applied them consistently.

(iii) The Directors had taken proper and sufficient care for the maintainence of adequate accounting records in accordance with the provisions of the Companies Act , 1956 , for safeguarding the assests of the company and for preventing and detecting fraud and other irregularities;

(iv) The Directors had prepared the annual accounts on a "going concern" basis.

AUDITORS

M/S Sobti, Arora & Grover, Chartered Accountants , retire at the conclusion of this Annual General Meeting and are eligble for re-appointment. The requisite certificate under Section 224 (1B) of the Companies Act, 1956 has been received from them. Your board recommends their re-appointment as Companys Auditor for the Financial Year 2002-2003.

PUBLIC DEPOSIT

Your company did not accept any public deposit during the year.

PERSONNEL

None of the employee were paid remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 rely with the Companies (particular of employees) Rules 1975.

CONSERVATION OF ENERGY , TECHNOLOGY ABSORPTION , FOREIGN EXCHANGE EARNINGS AND OUTGO DURING THE YEAR

Since your company did finance & trading business during the year so this provision relating to energy/technology absorption is not applicable . During the year there is no earning or outgo of foreign exchange.

ACKNOWLEDGEMENT

Your directors wish to place on record their sincere appreciation for the whole hearted co-operation and assistance extended by its Dealers . Shareholders . Bankers . Business Constituents and the services rendered by the staff and officers of the Company.

For & on behalf of the Board of Directors

Sd- RAM LAL SACHDEVA CHAIRMAN

DATE : 27th AUGUST, 2002. PLACE: NEW DELHI