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EQUITY - MARKET SCREENER

Radhe Developers (India) Ltd
Industry :  Construction
BSE Code
ISIN Demat
Book Value()
531273
INE986B01044
1.0572838
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
0
171.22
EPS(TTM)
Face Value()
Div & Yield %
0
1
0
 

As on: Apr 21, 2024 06:58 AM

Dear Members,

Your Directors have pleasure in presenting the 29th Annual Report on the business and operations of RADHE DEVELOPERS (INDIA) LIMITED ('the Company') and the Audited Financial Statements for the financial year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS/SUMMARY AND STATE OF AFFAIRS:

The Company's financial performance for the year ended on March 31, 2023 is summarized below:

(Rs. in Lakh)
FINANCIAL RESULTS AND APPROPRIATIONS Year ended March 31, 2023 Year ended March 31, 2022
Revenue from Operations 1433.96 4360.38
Other Income 99.48 1.89
Total Revenue 1533.44 4362.27
Profit Before Tax (PBT) 158.73 3233.81
Less : Taxation 87.63 710.59
Net Profit after Tax (PAT) 71.10 2523.22
Other Comprehensive income (net of tax) 0.96 1.37
Total comprehensive income for the year 72.05 2524.59
Balance brought forward from Previous Year 1701.35 -823.23
Profit/(Loss) for the year 72.05 2524.59
Amount utilized for issue of Bonus share -1292.99 -
Balance carried to Balance Sheet 480.41 1701.36

Note: The figures for the previous periods have been regrouped, wherever necessary, to make them comparable with the figures for the current periods.

2. NATURE OF BUSINESS:

The Company is engaged in the activities of Real Estate Development. On the real estate development front, the Company develops residential, commercial, plotting and social infrastructure projects. There was no change in nature of the business of the Company, during the year under review.

3. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

4. DIVIDEND:

In order to conserve the resources of the Company and to build the wealth for the stakeholders, your Board of Directors have decided not to recommend dividend for the year ended 31st March, 2023.

5. TRANSFER TO RESERVES:

The Board of Directors of the Company has not recommended transfer of any amount to the General Reserve for the Financial Year ended March 31, 2023.

6. SHARE CAPITAL:

Due to Corporate Actions i.e. sub-division/split and Bonus of equity shares during the financial year 2022-23 (as explained in the para below), the authorised share capital of the Company stood at Rs. 1,00,00,00,000 consisting of 1,00,00,00,000 equity shares of Rs. 1/- each and paid-up share capital of the Company was Rs. 50,35,98,000 consisting of 50,35,98,000 equity shares of Rs. 1/- each as on 31st March, 2023.

I. Sub Division/Split of Equity Shares: During the FY 2022-23, the shareholders in its 28th AGM held on 4th July, 2022 approved the proposal of sub-division of Company's one (1) equity share of face value of Rs. 10/- each into One (1) equity shares of face value of Rs. 1/- each and consequent amendment in the existing Capital Clause V of the Memorandum of Association (MOA) of the Company.

After the requisite approvals of the exchanges i.e BSE and depositories, NSDL and CDSL, new ISIN i.e. INE986B0104 has been allotted to the Company. The effect of change in face value of the share was reflected on the share price at the Stock Exchanges where the Company is listed (BSE) with effect from 14th July, 2022 (i.e. ex-record date).

Subsequently after sub-division/ Split of equity shares, the authorised share capital of the Company stood at Rs. 1,00,00,00,000/- consisting of 1,00,00,00,000 equity shares of Rs. 1/- each.

II. Issue of Bonus Shares: 25,17,99,000 Bonus Equity Shares of Rs. 1/- each in ratio of 1 (one) Equity Bonus Share for 1 (one) Equity Share held (1:1) to the Equity Shareholder(s) whose names appeared in the Register of Members on July 15, 2022 i.e. the "Record Date", pursuant to the approval of the Shareholders in 28th Annual General Meeting held on July 04, 2022. After the issue, the Paid up Equity Share Capital of the Company stood at Rs. 50,35,98,000. Consequently, the issued, subscribed and paid up Equity Share Capital as on March 31, 2023 was Rs. 50,35,98,000 consisting of 50,35,98,000 Equity Shares of Rs. 1/- each.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture or associate company at any time during the year.

8. BOARD OF DIRECTORS AND KEY MANAGERIALPERSONNEL:

BOARD OF DIRECTORS:

REAPPOINTMENT: In accordance with the provisions of section 152 of the Companies Act, 2013 and in terms of Articles of Association of the Company, Ms. Jahnavi A. Patel, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment, subject to the approval of the Members of the Company. The Board recommends the re-appointment of Ms. Jahnavi A. Patel for your approval. A brief Resume of Ms. Jahnavi A. Patel is attached with the Notice of Annual General Meeting.

KEY MANAGERIALPERSONNEL:

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

• Mr. Ashish P. Patel - Chief Executive Officer
• Mr. Pranav J. Patel - Chief Finance Officer
• Mrs. Khyati K. Patel - Company Secretary & Compliance Officer

BOARD INDEPENDENCE

'Independence' of Directors means as defined in Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent:

• Shri Bharat S. Pandya

• Shri Rahul Mehra

• Shri Tusharkumar K. Patel

Declaration by Independent Directors

The Company has received declarations from all the independent directors of the Company that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as independent directors of the Company. In the opinion of the Board, the Independent Directors appointed during the year under review, if any, meets high standards of integrity and proficiency.

The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

Statement on Compliance of Code of Conduct for Independent Directors and Statement on Compliance of Code of Conduct for Directors and Senior Management Personnel

Regulation 17(5) of the SEBI Listing Regulations, requires listed companies to lay down a code of conduct for its directors and senior management, incorporating duties of directors as laid down in the Act.

All directors and senior management personnel have affirmed compliance with the code for the financial year 2023. A declaration to this effect signed by the Managing Director and CEO is given herein below:

Declaration by Chief Executive Officer (MD)

[Regulation 34(3) read with Schedule V (Part D) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

I, Ashish Patel, Managing Director and CEO of Radhe Developers (India) Limited hereby declare that all the members of Board of Directors and Senior Management have affirmed compliance with the Code of Conduct of Board of Directors and Senior Management of the Company for the year ended 31 March 2023.

Ashish Patel

Managing Director and CEO

Policy on Director's Appointment and Remuneration

The Policy of the Company on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is available on the website of the Company at www. radhedevelopers. com/investors/policies-of-rdil.

Board Evaluation

The Company has devised a Board Evaluation Framework for performance evaluation of Independent Directors, Board, Non-Independent Directors and Chairman of the Company. Pursuant to this framework, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its Committees and individual Directors, including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for Board, Committee and individual Directors.

The questionnaire for Board evaluation was prepared taking into consideration various aspects of the Board's functioning such as understanding of Board members of their roles and responsibilities, time devoted by the Board to Company's long-term strategic issues, quality and transparency of Board discussions, quality, quantity and timeliness of the information flow between Board members and management, Board's effectiveness in disseminating information to shareholders and in representing shareholder interests, Board information on industry trends and regulatory developments and discharge of fiduciary duties by the Board.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. The performance evaluation of the Non Independent Directors including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors on January 30, 2023. The Nomination and Remuneration Committee has further carried out evaluation of all Directors including Independent Directors. The report of performance evaluation so arrived at was then noted and discussed by the Nomination and Remuneration Committee and the Board in their respective meetings.

9. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively, have been duly followed by the Company.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information relating to Conservation of Energy, Technology Absorption and Foreign Earning and Outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read together with Rule 8(3) of the Companies (Accounts) Rules, 2014 forms part of this Report as 'Annexure I'.

11. EXTRACTS OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014 the Extract of the Annual Return as at March 31, 2023 is placed on the website of the Company at www.radhedevelopers.com.

12. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The Company has also implemented several best governance practices.

Our Corporate Governance Report for fiscal year 2023 forms an integral part of this Annual Report, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

13. MANAGEMENT DISCUSSION AND ANALYSIS:

Management's Discussion and Analysis Report for the year under review, as stipulated under the Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, forming part of the Annual Report.

14. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are given in 'Annexure II'.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

No related party transactions (RPTs) were entered into by the Company during the financial year, which could have attracted the provisions of section 188 of the Act. There being no 'material' RPTs as defined under regulation 23 of Listing Regulations, 2015, there are no details to be disclosed in Form AOC-2 in that regard. During the year 2022-23, pursuant to section 177 of the Act and regulation 23 of Listing Regulations, 2015, all RPTs were placed before the audit committee for its approval. All RPTs during the year were conducted at arms' length and were in the ordinary course of business. Pursuant to regulation 23 of Listing Regulations, 2015, the Board of Directors have adopted a policy on materiality of RPTs and dealing with RPTs inter alia by including clear threshold limits.

The policy on materiality of RPTs as approved by the Board is on the Company's website www.radhedevelopers.com.

16. INVESTOR EDUCATION AND PROTECTION FUND (IEPF) AND DEMAT SUSPENSE ACCOUNT:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and IEPF Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, all unpaid or unclaimed amount are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years from the date it became due for payment. There was no amount or shares required to be transferred to IEPF authority.

No Shares were required to be transferred to Demat Suspense Account either at the beginning of the year and during the year.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in the Corporate Governance Report which forms part of this report. The Annual Report on CSR activities is annexed to this Report as Annexure III.

The Corporate Social Responsibility (CSR) Policy of the Company, as approved by the Board of Directors, is available on the Company's website www.radhedevelopers.com.

18. AUDITORS:

STATUTORY AUDITORS

The shareholders of your Company through Postal Ballot under section 110 of the Companies Act, 2013 held on January 19, 2023, appointed M/s. Shah & Jhalawadia, Chartered Accountant (FRN No.: 140590W) as statutory auditor of the Company to hold office till the conclusion of this AGM. It is proposed to re-appoint M/s. Shah & Jhalawadia, Chartered Accountant (FRN No.: 140590W) as statutory auditor for a term of 5 years from the conclusion of this AGM.

M/s. Shah & Jhalawadia, Chartered Accountant (FRN No.: 140590W) have given their consent to act as statutory auditors and have confirmed that they are not disqualify to act as statutory auditors in terms of Companies Act, 2013. Members are requested to re-appoint the statutory auditors for the Company.

The report of the Auditors is self-explanatory and does not contain any qualification, reservation or adverse remark and does not call for any comment. Pursuant to Section 143 (12) of the Companies Act, 2013 no incident of fraud has been submitted to the Audit Committee of the Company in the year under review.

SECRETARIAL AUDITORS

The Board of Directors in their meeting held on May 23, 2023 approved the appointment of Jalan Alkesh & Associates, Practicing Company Secretary (Membership No.: 15677 & COP No.: 4580), to conduct Secretarial Audit for the period of 3 years and thereafter, until and unless resolved otherwise. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith marked as 'Annexure IV' to this Report.

The secretarial audit report do not contain any qualifications, reservations, or adverse remarks. INTERNAL AUDITORS

M/s. Kishan Tilva & Company, Chartered Accountants, are Internal Auditors of the Company. The Audit Committee of the Board of Directors in consultation with Internal Auditors, formulate the Scope, Functioning, Periodicity and Methodology for conducting Internal Audit. The Board of Directors in their meeting held on May 23, 2023 approved the appointment of M/s. Kishan Tilva & Company, Chartered Accountants, to conduct the Audit for the period of 3 years and thereafter, until and unless resolved otherwise.

COST AUDITORS

The Company was not required to appoint the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

19. ANNUAL SECRETARIAL COMPLIANCE REPORT:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder.

The said Secretarial Compliance report is in addition to the Secretarial Audit Report by Practicing Company Secretaries is required to be submitted to Stock Exchanges within 60 days of the end of the financial year.

The Company has engaged the services of M/s. Jalan Alkesh & Associates (CP No. 4580), Practicing Company Secretary and Secretarial Auditor of the Company for providing this certification.

The copy of the Annual Secretarial Compliance report is submitted to stock exchange on May 30, 2023 and is available on the website of the Company namely www.radhedevelopers.com.

20. CORPORATE POLICIES:

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 mandate the formulation and revision of Certain Policies for all Listed Companies. The Policies are reviewed periodically by the board of Directors and adopted following policies which are also uploaded on the website of the company:

^ Whistle Blower/Vigil Mechanism Policy: The Company has revised the said policy and included the whistle blower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct. The policy was revised and adopted effective April 01, 2019. The Whistle Blower policy was amended in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 enabling the employees to report instances of leak of Unpublished Price Sensitive Information (UPSI).

^ Insider Trading Policy: The Policy provides the framework in dealing with securities of the Company. The Policy was revised and adopted effective April 01, 2019. The Insider trading policy was amended in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018. The Key changes include, inter alia, change in definition of Designated Persons, Maintenance of digital database, internal controls and policy and procedure for inquiry in case of leak of UPSI.

^ Policy and Procedure for Enquiry In Case of Leak of Unpublished Price Sensitive Information or Suspected Leak of Unpublished Price Sensitive Information:

The Policy provides the framework in dealing with leak of UPSI or Suspected leak of UPSI. The policy was adopted effective April 01, 2019. The Policy was amended in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

^ Policy on Code of Conduct to Regulate, Monitor and Report Trading by Insiders Including Specified Persons and Designated Persons:

The policy provides the framework in dealing with its directors, employees or other insiders based on Unpublished Price Sensitive Information not generally available to others. The policy was revised effective April 01, 2019. The policy was amended in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

21. DEPOSITS:

The Company has not invited any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

Pursuant to Rule 2(1) ( c ) ( viii ) of Companies ( Acceptance of Deposit ) Rules, 2014 an aggregate amount of deposit taken from the Directors is Rs. 207786698/-

The Directors have given a declaration stating that the amount deposited is out of own funds and not by way of borrowings from others.

22. LISTING AT STOCK EXCHANGE:

The Equity Shares of the Company continue to be listed on the BSE Limited. The Annual Listing Fee for the current year has been paid to the BSE Limited.

23. SIGNING OF THE FINANCIAL STATEMENTS:

This is to inform you that the Company has approved and authenticated its Audited Financial Results for the year ended March 31, 2023 in the Board meeting duly held on May 23, 2023, which is well within the statutory time limits as prescribed in the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

24. DIRECTORS' RESPONSIBILITY STATEMENT:

As stipulated in Section 134(3)(c) read with sub-section (5) of the Companies Act, 2013, Directors subscribe to the "Directors' Responsibility Statement" and confirm that:

a) In preparation of annual accounts for the financial year ended 31 March, 2023 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31 March, 2023 and of the profit of the Company for the year;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts for the year ended March 31, 2023 on going concern basis;

e) The Directors have laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

25. OTHER DISCLOSURES:

MEETINGS OF THE BOARD OF DIRECTORS

Eight meetings of Board of Directors were held during the year. Particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of this Report. The Maximum Interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

AUDIT COMMITTEE

The Audit Committee comprises of Shri Bharat Pandya - Independent Director (Chairman), Shri Rahul Mehra - Independent Director and Shri Alok Vaidya - Non-Executive Director. During the year all the recommendations made by the Audit Committee were accepted by the Board. In Conformity with the requirements of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013, as applicable, the strength of the Board as also of the Audit Committee is adequate.

CHANGE IN NATURE OF COMPANY BUSINESS

The Company is engaged in Construction Business. During the year there is no change in the nature of Company's Business.

PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITY PROVIDED

The Particulars of loans and investments, if any, are provided in the Balance Sheet. The Company has not provided any guarantee for the loans availed by others. The Company has also not provided any Security for the loans availed by others.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

INTERNAL CONTROL SYSTEMS

Adequate internal control systems commensurate with the nature of the Company's business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders' value and providing an optimum risk-reward trade off. The risk management approach is based on a clear understanding of the variety of risks that the organisation faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has revised the Vigil Mechanism & Whistle Blower Policy by passing circular resolution on March 29, 2019 w.e.f April 01, 2019. The Company has a Vigil mechanism & Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be reported to the Vigilance & Ethics Officer which operates under the supervision of the Audit Committee, as protected disclosures through an e-mail, or dedicated telephone line or a written letter. Employees may also report directly to the Chairman of the Audit Committee. The Vigil Mechanism and Whistle Blower Policy is reviewed during the year. The said Policy is available on the website of the Company at www.radhedevelopers.com/investors/policies-of- rdil.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder.

The Board of the Company has adopted the Policy on Prevention of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder w.e.f May 24, 2019. The 'Internal Complaint Committee' has been constituted w.e.f February 08, 2019 to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is the summary of sexual Harassment Complaints received and disposed-off during the year under review i.e 2022-23.

Sr.No Particulars No. of Complaints
1. Number of complaints pending at the beginning of the year NIL
2. Number of complaints received during the year NIL
3. Number of complaints disposed -off during the year NIL
4. Number of cases pending at the end of the year NIL

The Committee held meeting on January 31, 2023. All the Members were presented.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS

No Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

DETAILS OF DIFFERENCE BETWEEN OF AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE UNDERTAKING LOAN FROM THE BANK OF FI, ALONG WITH REASONS THEREOF: NOT APPLICABLE

LIST OF COMPANY POLICIES AND ITS LINK

To enable stakeholder's access to the Company's Policy, the list of various policies along with its Website Link is given below:

Sr. No. Name of Policy Website Link
1. Hosting Archival Policy http://www.radhedevelopers.com/wp-content/uploads/pdf/invester/policies- of-rdil/Hosting%20Archival%20Policy.pdf
2. Code of Fair Disclosure of UPSI http://www.radhedevelopers.com/wp-content/uploads/pdf/invester/policies-
ofrdil/Code%20of%20Practices%20&%20Procedure%20for%20Fair%20Disclosur
e%20 (w.e.f%201st%20April,%202019).pdf
3. Insider Code http://www.radhedevelopers.com/wp-content/uploads/pdf/invester/policies- of-rdil/Final_Code%20of%20Conduct_U PSI_29.03.2019.pdf
4. Code of Conduct for Board http://www.radhedevelopers.com/wp-content/uploads/pdf/invester/policies- of-rdil/Code%20of%20Conduct.pdf
5. Familiarization Programmes for IDs http://www.radhedevelopers.com/wp-content/uploads/pdf/invester/policies- of-rdil/Familarization%20policy%20of%20IDs.pdf
6. Materiality of Events Policy http://www.radhedevelopers.com/wp-content/uploads/pdf/invester/policies- of-rdil/Materiality%20of%20Events%20Policy.pdf
7. Nomination & Remuneration Policy http://www.radhedevelopers.com/wp-content/uploads/pdf/invester/policies- of-rdil/Nomination%20_%20Remuneration%20Policy.pdf
8. Performance Evaluation Policy http://www.radhedevelopers.com/wp-content/uploads/pdf/invester/policies- of-rdil/Performance%20Evaluation%20Policy.pdf
9. Policy on Board Diversity http://www.radhedevelopers.com/wp-content/uploads/pdf/invester/policies- of-rdil/Policy%20on%20Board%20Diversity.pdf
10. Policy on Preservation of Documents http://www.radhedevelopers.com/wp-content/uploads/pdf/invester/policies- of-rdil/Policy%20on%20Preservation%20of%20Documents.pdf
11. Related Party Transactions Policy http://www.radhedevelopers.com/wp-content/uploads/pdf/invester/policies- of-rdil/Related%20Party%20Transaction%20Policy.pdf
12. Risk Management Policy http://www.radhedevelopers.com/wp-content/uploads/pdf/invester/policies- of-rdil/Risk%20Management%20Policy.pdf
13. Vigil Mechanism / Whistle Blower Policy http://www.radhedevelopers.com/wp-content/uploads/pdf/invester/policies- of-rdil/Final_Whistle%20Blower%20Policy%20-%20RDIL.pdf
14. T&C of Appointment of IDs http://www.radhedevelopers.com/wp-content/uploads/pdf/invester/policies- of-rdil/Terms%20_%20Conditions%20of%20Appointment%20of%20ID.pdf
15. Procedure in Case of Leak of UPSI http://www.radhedevelopers.com/wp-content/uploads/pdf/invester/policies- of-rdil/Final_Leak%20of%20UPSI_RDIL_29.03.2019.pdf

26. GENERAL:

Directors of the Company states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items, during the year under review:

i. Details relating to deposits covered under Chapter V of the Act.

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

iii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

iv. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

v. Neither the Managing Director nor the Whole Time Director of the Company receives any remuneration or commissions from any of its subsidiaries.

vi. No significant or material orders were passed by the regulators or courts or tribunals, which impact the going concern status and Company's operations in future.

vii. No fraud has been reported by the Auditors to the Audit Committee or the Board.

27. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to thank the employees, customers, vendors, investors of the Company and the communities in which the Company operates for their unstinted co-operation and valuable support extended to the Company during the year.

Your Directors also thank the Government of India, State Government and concerned government departments/agencies for their co-operation.

Your Directors appreciate and value the contributions made by every member of Radhe family.

By order of the Board of Directors of
RADHE DEVELOPERS (INDIA) LIMITED
Sd/-
Date: July 29, 2023 ASHISH P. PATEL
Place: Ahmedabad CHAIRMAN, CEO & MANAGING DIRECTOR
DIN:00228026

Registered Office:

Radhe Acres, Block No. 220, 226 & 227,

B/h. Applewoods Township,

Shela, Ahmedabad - 380058 (Gujarat),

India, CIN: L45201GJ1995PLC024491

Tel.: +91 79 26583381,

Fax: +91 79 26585567

E-mail: secretarial@radheinfra.com,

Website: www.radhedevelopers.com