Hampton Sky Realty Ltd Directors Report

Dear Shareholders,

Your directors have pleasure in presenting the 38th Boards Report of Hampton Sky Realty Limited ("Company" or "Hampton") for the financial year ended March 31, 2025 (Year/Period under review).

FINANCIAL HIGHLIGHTS

The Companys Financial Performance during the Year under review as compared to the previous year is summarized as below:

Amount (Rs. in lakh)

	2024-25		2023-24
Particulars	Stand- alone	Consoli- dated	Stand- alone	Consoli- dated
Revenue from operations	2,569.05	5,930.13	18,262.39	23,685.37
Other Income	1,802.57	182.73	284.02	374.21
Total Income	4,371.62	6,112.86	18,546.41	24,059.58
Depreciation and amortization	145.34	148.77	62.96	68.27
Total Expenses	2,754.07	4,760.38	17,395.22	21,216.46
Profit/(Loss) before exception- nal, extraordinary items	1,617.56	1,352.48	1151.19	2843.12
Exceptional Item/ Extraordinary item	-	-	-	_
Profit & (loss) before tax	1,617.56	1,352.48	1151.19	2843.12
Tax Expense	(634.53)	(475.97)	(32.02)	302.92
Profit/ (Loss) after tax	2,252.08	1,828.45	1,183.21	2,540.20

STATE OF COMPANYS AFFAIRS

During the Year under review, the Company entered into strategic partnership with Indian Hotels Company Limited (IHCL) and its subsidiary, Roots Corporation Limited (RCL), to develop two hotel properties in Ludhiana, Punjab. Hampton shall provide the land in Ludhiana for such hotels. One hotel will be operated by IHCL under its "Gateway" brand, while for the second hotel, Hampton has signed an agreement with RCL. After construction, this property will be leased to RCL and run under "Ginger" brand. These collaborations mark an important step forward for the Companys hospitality business and are expected to bring high-quality hotel services to Ludhiana.

During the Period under review, the Company expanded its business structure by incorporating two wholly owned subsidiaries, namely Hampton Sky Hotels Private Limited and Hampton Sky Hospitality Private Limited. In addition, the Company also formed a joint venture under the name Hampton Sky Farms Private Limited, marking a strategic step toward diversifying its operations and exploring new business opportunities.

Furthermore, during the Period under review, the corporate office of your Company has been changed from Plot No. 312, Udyog Vihar, Phase IV, Gurugram, Haryana 122015 to Plot No. 397, Phase III, Udyog Vihar, Sector 19, Gurugram, Haryana 122015.

CHANGE IN THE NATURE OF BUSINESS

While there was no change in the nature of the Companys business during the year, your Company is excited to embark on a new growth phase through its planned entry into the luxury hospitality segment. The Company has outlined a vision to develop luxury hotels on its own strategically located land parcels, offering unmatched convenience, accessibility, and scenic appeal.

As part of this vision, your Company has entered into strategic partnerships with IHCL and RCL for the development of two premium hotel properties in Ludhiana, Punjab. These hotels will be operated under prestigious "Gateway" and "Ginger" brands, known for delivering exceptional service and hospitality experiences.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year under review, your Company transferred a land held by it to RPIL Healthcare Private Limited, its wholly owned subsidiary. As consideration for the transfer, RPIL Healthcare Private Limited has approved the issuance of Compulsorily Convertible Preference Shares in favour of the Company.

Except to the extent mentioned above, if any, there have been no material changes and commitments which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

AWARD AND ACCOLADES

During the Period under review, your Company was honoured with the following prestigious awards, reinforcing its leadership in the real estate sector:

i. At the Jagran Achiever Awards 2024 held in Mauritius, Hampton was recognised as the Leading Residential Real Estate Developer of North India, acknowledging its consistent focus on quality, innovation, and customer satisfaction. ii. The Company also received the title of Most Trusted Real Estate Company in Punjab at the Global Excellence Awards 2024, a testament to its strong ethical foundation and commitment to delivering superior real estate solutions.

iii. The Company also received the award at the "Jewel of Punjab awards 2024" at New Delhi organised by Dainik Bhaskar and SBP Group.

iv. The Company was also awarded with "The Tribune Lifestyle Awards Punjab 2024".

These recognitions highlight Hamptons growing presence and trusted reputation in the market, driven by landmark projects such as Hampton Plaza, Hampton Homes, Hampton Court Business Park, Hampton Estate, and Hampton Narayana Hospital.

DIVIDEND

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

TRANSFER TO RESERVES

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

SHARE CAPITAL AND CHANGES IN SHARE CAPITAL

Authorized Share Capital

The Authorised share capital of the Company as on 31st March, 2025 was Rs. 28,15,00,000/- (Rupees Twenty-Eight Crores Fifteen Lakhs Only) divided into 28,15,00,000 (Twenty-Eight Crores Fifteen Lakhs) shares of Rs. 1/- each (Rupee One only).

Paid-up Share Capital

The paid-up capital of the Company as on 31st March 2025 remained at Rs. 27,42,07,700/- (Rupees Twenty-Seven Crores Forty-Two Lakhs Seven Thousand Seven Hundred) divided into 27,42,07,700 (Twenty-Seven Crores Forty-Two Lakhs Seven Thousand Seven Hundred) Equity Shares of Rs. 1/- each (Rupee One only).

During the year under review the Company has not issued any shares or has granted any stock options or sweat equity shares. Further, all the Shares held by the Promoters of the Company are in dematerialized form.

At the closure of the Financial Year 2024-25, none of the Directors or Key Managerial Personnel of the Company holds any instruments or warrants convertible into equity shares of the Company.

DEPOSITS FROM PUBLIC

During the year under review, your Company has not accepted/ invited any deposits from public in terms of Chapter V of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

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

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

Annexure-IX.

Further, the CEO and CFO Certificate as prescribed under SEBI Listing Regulations is also attached in this Report and marked as Annexure-X.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on March 31, 2025, the Company holds 55% shares in its subsidiary partnership firm M/s Finton Homes.

During the Period under review, the Company incorporated two wholly owned subsidiaries viz. Hampton Sky Hospitality Private Limited on August 02, 2024 and Hampton Sky Hotels Private Limited on August 12, 2024.

During the Period under review, Hampton Sky Farms Private Limited was incorporated on August 28, 2024 as a joint venture with 2 other shareholders. The Company has subscribed to 33.34% of its share capital. Accordingly, Hampton Sky Farms Private Limited is an Associate Company of the Company.

The Consolidated Audited Financial Statements for the financial year ended March 31, 2025, represents the financial results of the Company including its subsidiary partnership firm i.e. Finton Homes and its three wholly owned subsidiaries i.e. RPIL Healthcare Private Limited, Hampton Sky Hospitality Private Limited, and Hampton Sky Hotels Private Limited and an Associate Company i.e. Hampton Sky Farms Private Limited. A statement containing the salient features of the financial statements of subsidiaries, joint ventures and associates in Form AOC-1 is attached with this report as Annexure-I.

During the Period under review, no company has ceased to be the Subsidiary, Joint venture or Associate company of the Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

Composition

The Composition of Board of Directors during the Financial Year ended March 31, 2025, is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 of the Act, and the provisions of the Articles of Association of the Company.

As on March 31, 2025, the Board comprised of a one (1) Managing Director, one (1) Whole Time Director, one (1) non-executive non-independent director and six (6) Independent Directors including two (2) Independent Woman Directors.

The Board considers that the Independent Director has the requisite qualifications, experience, expertise, proficiency and holds high standards of integrity. A list of key skills, expertise, and core competencies of the Board, including the Independent Directors, is provided in corporate governance report.

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

Appointments

1. During the year under review, following directors were inducted on the Board of the Company:

inducted on the Board of the Company:
Name of the Director	DIN	Designation	Date of appointment
Ms. Sandhya Arora	07425174	Non-executive Director	September 05, 2024
Mr. Sandeep Puri	10757596	Independent Director	September 05, 2024
Ms. Benu Sehgal	03556496	Independent Director	September 05, 2024
Dr. Sulbha Jindal	10766818	Independent Director	September 05, 2024
Mr. Probir Arora	10032179	Independent Director	September 05, 2024
Mr. Rupinder Singh Sabharwal	03592557	Independent Director	September 07, 2024

2. Post closure of the financial year 2024-25, the board of directors resolved to appoint Ms. Ketki Gupta (DIN: 06814775) as Managing Director designated as the Joint Managing Director of the Company with effect from August 14, 2025 and to change the designation of Mr. Kavya Arora (DIN: 02794500) from Whole-time Director to Managing Director of the Company with effect from the said date. Their appointment is subject to the approval of the shareholders of the Company at the ensuing AGM. The details regarding their proposed appointment are provided in the Notice of the Annual General Meeting, which forms part of this Report.

Cessation

1. During the Period under review:

(a) Mr. Roop Kishore Fatehpuria (DIN: 00887774) ceased to be the Whole-time Director of the Company with effect from April 1, 2024, due to his unfortunate demise. He was a longstanding member of the Board and made significant contributions to its deliberations and the overall growth of the Company. The Board places on record its deep appreciation for his valuable service and extends heartfelt condolences to his family.

(b) Mrs. Sandhya Arora (DIN: 07425174), resigned from the designation of Non-executive Director of the Company with effect from the closure of business hours on August 12, 2024 due to personal and unavoidable circumstances. The Board places on record its appreciation for her contributions during her tenure.

(c) The second term of 5 consecutive years of Mr. Gurpreet Singh Brar (DIN: 06597336), Ms. Shweta Sehgal (DIN: 06970433), and Mr. Surender Kumar Sood (DIN: 01091404), as Independent Directors of the Company came to an end on September 24, 2024. Accordingly, they ceased to hold office with effect from the close of business hours on the said date.

2. Post closure of the financial year 2024-25, Mr. Sanjeev Arora (DIN: 00077748), Chairman and Managing Director of the Company, tendered his resignation with effect from August 3, 2025, pursuant to his recent election as a Member of the Legislative Assembly from the State of Punjab, effective June 23, 2025, and his subsequent appointment as a Cabinet Minister in the Government of Punjab w.e.f. July 3, 2025. The Board acknowledges that the assumption of his esteemed public office requires Mr. Sanjeev Aroras undivided attention and commitment to public service. The Board places on record its sincere appreciation for his exemplary leadership, strategic vision, and valuable contributions during his tenure, which have played a pivotal role in the growth and success of the Company.

Retirement by rotation and subsequent reappointment

Pursuant to the provisions of Section 152 of the Companies Act, 2013 (Act) and the Articles of Association of the Company, Ms. Sandhya Arora (DIN: 07425174), Non-executive Director of the Company being liable to retire by rotation, shall retire at the ensuing Annual General

Meeting (AGM) and being eligible, offers her candidature for re-appointment. The details regarding her proposed reappointment are provided in the Notice of the Annual General Meeting, which forms part of this Report.

Key Managerial Personnel

The following persons were the Key Managerial Personnel ("KMP") of the Company as on March 31, 2025, in accordance with the provisions of Section 2(51) and Section 203 of the Act, read with the rules framed thereunder:

Name of the Director	Designation
Mr. Sanjeev Arora	Chairman and Managing Director*
Mr. Kavya Arora	Whole Time Director**
Mr. Deepak Sharma	Chief Financial Officer
Ms. Tarandeep Kaur	Company Secretary & Compliance Officer

*Mr. Sanjeev Arora has ceased to be the Chairman and Managing Director of the Company, with effect from August 3, 2025, pursuant to his appointment as a Cabinet Minister in the Government of Punjab.

**Mr. Kavya Arora has been appointed as the Managing Director with effect from August 14, 2025 subject to the approval of the shareholders of the Company in the ensuing AGM.

Further, post closure of the financial year, Ms. Ketki Gupta (DIN: 06814775) has been appointed as the Managing Director designated as the Joint Managing Director of the Company with effect from August 14, 2025 subject to the approval of the shareholders of the Company in the ensuing AGM.

Declaration by Independent Directors

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

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

In the opinion of the Board, they fulfil the conditions for appointment/ re-appointment as Independent Directors on the Board. Further, in the opinion of the Board, the

Independent Directors also possess the attributes of integrity, expertise and experience as required.

The Independent Directors have also confirmed that they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs pursuant to Section 150(3) of the Act read with sub-rule (3) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/Employees of the Company is set out in Annexure VI to this Report.

The remuneration paid to the Directors is in accordance with the Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations.

REMUNERATION POLICY

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

The broad parameters covered under the Policy are: Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (Other than Managing/ Whole-time Directors), Key-Executives and Senior Management and the Remuneration of other employees.

The detailed Policy is available on the Companys website at https://hamptonsky.in/investor-relation/

DETAILS OF BOARD MEETING HELD DURING THE YEAR

The Board of Directors met 8 (Eight) times during the Financial Year 2024-25. Details of the Board Meetings and attendance at the meetings held during the Financial Year 2024-25 have been provided in the Corporate Governance Report, which forms part of this report.

COMMITTEES OF THE BOARD

The Board of Directors has constituted the following Committees:

i. Audit Committee ii. Nomination and Remuneration Committee iii. Stakeholders Relationship Committee iv. Corporate Social Responsibility (CSR) Committee

v. Risk Management Committee.

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

PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Independent Directors in their meeting held on March 28, 2025, have evaluated the performance of Non-Independent Directors, Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Companys Management and the Board. The NRC has also carried out evaluation of performance of every director of the Company.

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

The evaluation exercise for financial year 2024-25 was carried out by way of internal assessments done based on a combination of detailed questionnaires and verbal discussions. The questionnaire for evaluation of the performance of Board was based on board composition, experience & competencies, understanding of business and competitive environment, quality of discussion at the board meeting, time spent by the board on the Companys long-term goals and strategies etc. The questionnaire for evaluation of the committee(s) was based on inter alia understanding of the terms of reference, discharge of its duties, performance of the committee, composition of the committee etc.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In Compliance of the Section 135 of the Act read with the rules made thereunder, the annual report on CSR activities undertaken by the Company during the financial year ended March 31, 2025 is annexed as Annexure-V.

The CSR policy is available on the Companys website at

https://hamptonsky.in/investor-relation/

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Act, the Directors confirm that:

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

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year March31, 2025 and of the profits of the Company for that period;

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

(d) the Directors had prepared the annual accounts on a going concern basis; and

(e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND AUDITORS REPORT

Statutory Auditors & their Report

Pursuant to the provision of Section 139 of the Act and rules made thereunder, M/s Khandelwal Jain & Co., Chartered Accountants (FRN 105049W) were appointed as Statutory Auditors for a first term of 5 (five) consecutiveyears, to hold office from the conclusion of the 33 AnnualGeneral Meeting until the conclusion of 38 Annual General Meeting.

M/s Khandelwal Jain & Co., Chartered Accountants, have submitted their report on the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2025, which forms part of this Report. The Auditors Report read together with the notes to accounts is self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. Further, no qualification, reservation or adverse remark or disclaimer is made by the Statutory Auditor in his report.

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

Post closure of the Financial Year 2024-25, the Board of Directors on the recommendation of the Audit Committee, approved and recommended the appointment of M/s HDSG & Associates, Chartered Accountants, (FRN: 002871N) to the shareholders of the Company for their approval at the ensuing Annual General Meeting of the Company. The details pertaining to their appointment is provided in the Notice of the ensuing Annual General Meeting which forms part of the Annual Report.

Secretarial Auditors & their Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with SEBI listing Regulations and on the recommendation of the Audit Committee, the Board of Directors at its meeting held on February 14, 2025, had appointed MZ & Associates, Company Secretaries, (Peer Review Firm No. 757/2020) as Secretarial Auditor of the Company for conducting the Secretarial Audit of the Company for the Financial Year 2024-25.

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

During the Period under review, no frauds were reported by the Secretarial Auditors to the Audit Committee or the Board under Section 143(12) of the Act.

The Company has undertaken an Annual Secretarial Compliance Audit for the financial year ended March 31, 2025 pursuant to Regulation 24A of the SEBI Listing Regulations. The Annual Secretarial Compliance Report for the financial year ended March 31, 2025 has been submitted to the Stock Exchanges and the said report may be accessed on the Companys website at the link

https://hamptonsky.in/investor-relation/. The

Annual Secretarial Compliance Report is annexed with this Report as Annexure IV.

Further, pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations, the listed entities are required to appoint a Peer Reviewed Company Secretary as Secretarial Auditor which shall subject to approval of shareholders in their Annual General Meeting.

Accordingly, post closure of the financial year, the board, on the recommendations of Audit Committee, at its meeting held on September 06, 2025 recommended the appointment of MZ & Associates, Company Secretaries, (Peer Review Firm No. 757/2020)as Secretarial Auditor of the Company for conducting the Secretarial Audit of the Company for the five consecutive financial years commencing from Financial Year 2025-26 to Financial Year 2029-30, to the shareholders for their approval at the ensuing Annual General Meeting. The details pertaining to the appointment is provided in the Notice of Annual General Meeting which forms part of the Annual Report.

Cost Auditors & their report

The Central Government has not prescribed the maintenance of cost records under section 148 of the Act for the products of the Company. Therefore, the requirement of cost audit as stipulated under the provisions of section 148 of the Act, are not applicable for the business activities carried out by the Company.

Internal Auditors

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014 and based on the recommendation of the Audit Committee, the Board of Directors had appointed M/s. AKGSR & Company, Chartered Accountant (Firm Reg. No. 0027579N) as an internal auditor of the Company for the Financial Year 2024-25 and Financial Year 2025-26. The Audit Committee reviews the Internal Audit report issued by the Internal Auditor.

VIGIL MECHANISM/ WHISTLE-BLOWER POLICY

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

During Financial Year 2024-25, no complaint was received in this regard, and no individual was denied access to the Chairperson of the Audit Committee for reporting concerns, if any. The Vigil Mechanism/ Whistle Blower Policy is available on the website of the Company at

https://hamptonsky.in/investor-relation/.

ANNUAL RETURN

Pursuant to the Section 92(3) and 134(3)(a) of the Act, the Annual Return of the Company for the Financial Year ended March 31, 2025, is available on the Companys

website at https://hamptonsky.in/investor-relation/.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

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

PA R T I C U L A R S O F C O N T R A C T S O R ARRANGEMENTS WITH RELATED PARTIES

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

The said Policy is also available on the website of the C o m p a n y a t t h e w e b - l i n k

https://hamptonsky.in/investor-relation/.

Pursuant to the provisions of Sections 177, 188 of the Act and the Rules made thereunder read with Regulation 23 of Listing Regulations, all related party transactions (RPTs) are placed before the audit committee for its approval. All contracts/ arrangements/ transactions during the Financial Year 2024-25 entered into by the Company with related parties were in ordinary course of business and on arms length basis.

During the period under review, the Company has not entered into materially significant related party transactions that may have potential conflict with the interest of the Company at large. The details of the related party transactions as per Indian Accounting Standards (IND-AS)-24 are set out in Notes to accounts to the Financial Statements of the Company.

The disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is attached with this report as Annexure II.

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

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

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS, TRIBUNALS AFFECTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

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

LISTING OF SHARES

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

SECRETARIAL STANDARDS

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

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

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

The following is the summary of complaints received and disposed of during the FY 2024-25:

Number of complaints of sexual harassment received in the year : Nil

Number of complaints disposed of during the year

: Nil

Number of cases pending for more than ninety days

: Nil

STATEMENT WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONS RELATING TO MATERNITY BENEFIT ACT, 1961

The Company had complied with the provisions of the Maternity Benefits Act, 1961.

STATEMENT WITH RESPECT TO THE ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Directors had laid down Internal Financial Controls procedures to be followed by the Company which ensure compliance with various policies, practices and statutes in keeping with the organizations pace of growth and increasing complexity of operations for orderly and efficient conduct of its business. Systems have been laid to ensure that all transactions are executed in accordance with managements general and specific authorization. Further, systems are also in place for prevention and detection of frauds and errors and for ensuring adherence to the Companys policies.

RISK MANAGEMENT

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

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

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There were no proceedings initiated /pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impacted the business of the Company.

DISCLOSURE ON ONE TIME SETTLEMENT

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

CAUTIONARY STATEMENT

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

ACKNOWLEDGEMENTS

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

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

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

		By Order of the Board of Directors
		For Hampton Sky Realty Limited
	(Formerly Known as Ritesh Properties and Industries Limited)
Date: 06.09.2025	Sd/-	Sd/-
Place: Gurugram	(Kavya Arora)	(Ketki Gupta)
	Managing Director	Joint Managing Director
	DIN: 02794500	DIN: 06814775