Ramsons Projects Ltd Directors Report

To,

The Members,

Ramsons Projects Limited

New Delhi

The directors take pleasure in presenting the 31st 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 years results for your information and consideration:

(Rs. in Lakhs)

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 COMPANYS 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 19th October 2023, as amended, the Company previously registered under the category of NonSystematically 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 20th 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 28th Annual General Meeting held on July 22, 2022 for a 2nd term of Five (05) consecutive years i.e. till the conclusion of 33rd 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 31st 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 promoters 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 nonobtaining 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 Companys 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 20th March 2025 and Ms. Sushma was appointed as Chief Financial Officer w.e.f. from the opening of business hours of 21st 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 27th 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 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 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 DIRECTORS APPOINTMENT, REMUNERATION AND OTHER DETAILS.

Policy on Directors 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 Companys 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 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 Master Direction - Reserve Bank of India (NonBanking 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 Honble 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 Companys 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 Companys 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 from01st 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 Companys 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 companys 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, Nirvana Country, Gurugram- 122018, Haryana	Haryana
Date: May 22, 2025
Place: Gurugram, Haryana