The Company's financial performance for the year ended on March 31, 2024 is summarized below:

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

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.

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.

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, 2024.

Loss of Rs. 461.66 lacs has been transfer to reserve /other equity.

During the year, the Registered Office of the Company has been shifted from First Floor, Chunibhai Chambers, B/h. City Gold Cinema, Ashram Road, Ahmedabad 380009, Gujarat India to Radhe Acres, B/h. Applewoods Township, Shela, Ahmedabad 380058, Gujarat India with effect from April 21, 2023.

CONVERSION OF LOAN INTO EQUITY SHARES ON PREFERENTIAL BASIS:

Pursuant to the approval of the Board of Directors at its meeting held on January 13, 2024 and approval of the members of the Company at their Extra-ordinary General Meeting held on February 14, 2024 and pursuant to the In-principal approval granted by BSE Limited vide their letter dated August 02, 2024 for - issue of 2,01,43,920 (Two Crores One Lakh Forty Three Thousand Nine Hundred Twenty) Equity Shares of face value of Rs. 1/- (Rupees One) each at a price not less than Rs. 4.25/- aggregating to Rs. 8,56,11,660/- (Rupees Eight Crores Fifty Six Lakhs Eleven Thousand Six Hundred and Sixty) to Mr. Ashish P. Patel, Promoter of the Company on a preferential basis against conversion of unsecured loan to Equity. The Company has made application for necessary approval for the Listing of shares. Further, during the year there was no change in the authorized share capital and paid up capital of the Company.

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

REAPPOINTMENT: In accordance with the provisions of section 152 of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Alok H. Vaidya, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment, subject to the approval of the Members of the Company. The Board recommends the re-appointment of Mr. Alok H. Vaidya for your approval. A brief Resume of Mr. Alok H. Vaidya is attached with the Notice of Annual General Meeting. APPOINTMENT: During the year under review, Mr. Nirav Vasantlal Patel (DIN: 08150833) has been appointed as an additional (Independent) Director w.e.f. July 29, 2023 and the said appointment has been subsequently approved by the Shareholders in the 29th Annual General Meeting of the Company held on 19th September, 2024.

CESSATION:

Subsequent to the 31st March, 2024 Mr. Rahul Mehra has ceased to be Director of the Company with effect from May 30, 2024.

KEY MANAGERIALPERSONNEL:

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:

Mr. Bharat S. Pandya

Mr. Rahul K. Mehra (Resigned w.e.f. May 30, 2024)

Mr. Tusharkumar K. Patel

Mr. Nirav V. Patel (Appointed w.e.f. July 29, 2023)

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors except Mr. Rahul Mehra 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 (except for Mr. Rahul Mehra) 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 (except Mr. Rahul Mehra) 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 2024. 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 31, 2024. 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.

10. 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.

11. 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'.

12. 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, 2024 is placed on the website of the Company at www.radhedevelopers.com.

13. 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 2024 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.

14. 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.

15. FRAUDS REPORTED BY THE AUDITOR:

During the year under review, no frauds were reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

16. 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'.

17. 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 pursuant to Section 188 of the Companies Act, 2013. During the year 2023-24, 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.

18. 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.

19. 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. During the financial year 2023-24, one meeting of the CSR committee was held on January 13, 2024. 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.

20. AUDITORS: STATUTORY AUDITORS

M/s. Shah & Jhalawadia, Chartered Accountants (FRN No.: 140590W), were appointed as statutory Auditors of the Company at the 29th Annual General Meeting of the Company held on 19th September, 2024 to hold the office for the term of five consecutive years until the conclusion of the 34th Annual General Meeting of 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 30, 2024 approved the appointment of Jalan Alkesh & Associates, Practicing Company Secretary (Membership No.: 15677 & COP No.: 4580), to conduct Secretarial Audit for the financial year 2024-25 and to continue thereafter, until and unless resolved otherwise. The Secretarial Audit Report for the financial year ended March 31, 2024 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 30, 2024 approved the appointment of M/s. Kishan Tilva & Company, Chartered

Accountants, to conduct the Audit for the financial year 2024-25 and to continue 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.

COST RECORDS

Maintenance of Cost records is not applicable to the Company.

21. 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, 2024 and is available on the website of the Company namely www.radhedevelopers.com.

22. 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.

23. 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. 32,08,10,673/-. The Directors have given a declaration stating that the amount deposited is out of own funds and not by way of borrowings from others.

24. 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.

25. 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, 2024 in the Board meeting duly held on May 30, 2024, 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.

26. 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, 2024 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, 2024 and of the loss 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, 2024 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.

27. OTHER DISCLOSURES:

MEETINGS OF THE BOARD OF DIRECTORS

Seven 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 Mr. Bharat Pandya - Independent Director (Chairman), * Mr. Nirav Patel - Independent Director, *Mr. 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. *Audit Committee reconstituted on July 29, 2024

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 loans are provided for business purpose. 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

The Committee held meeting on January 31, 2024. 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

28. 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.

viii. The provisions of Business Responsibility and Sustainability Report does not apply to the Company

29. ACKNOWLEDGEMENTS: