Dear Shareholders,

The Board of Directors hereby submits the report of the business and operations of your Company (“the Company”), along with the audited financial statements, for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS: ( Amount in Lakh)

Your Company has recorded total income to the tune of Rs. 104.65 Lakhs during the financial year 2017-18 as compared to Rs. 981.26 Lakhs in the corresponding previous financial year. Earnings per share as on March 31, 2018 stood at Rs. 0.33 on face value of Rs. 10 each.

During the year under review, the revenue from operations of the Company was stood at 59.20 Lakh. Further, profit before tax in the financial year 2017-18 stood at Rs. 26.90 Lakhs that make net profit after tax of 20.49 Lakhs.

During the year, the Revenue from Operations decreased from 920.20 Lakh in F.Y. 2016-17 to to ‘59.20 in F.Y 2017-18 due to no sale of property in the F.Y 2017-18, revenue generated is mere Rental Income and income from interest on Capital contributed towards partnership share.

With a view to conserve and save the resources for future prospects of the Company, your Directors regret to declare dividend for the financial year 2017-18.

Your Directors do not propose transfer of any amount to the General Reserves. Full amount of net profit is carried to reserve& Surplus account of the Company.

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main object of the Company.

During the year under review the following changes have taken place in the authorized and paid-up share capital of the Company:

Authorized Capital

In the Previous year, the Authorized Capital of the Company was Rs. 50,00,000/- divided into 5,00,000 Equity Shares of Rs. 10/- each. The Authorized Capital of the Company was increased to Rs. 14,00,00,000/- divided into 1,40,00,000 Equity Shares of Rs. 10/- each vide Ordinary Resolution passed by the Members in their Extra-ordinary General Meeting held on September 01, 2017.

Issued, Subscribed & Paid-up Capital

During the year, the Company has issued Bonus shares of Rs. 9,50,00,000 divided into 95,00,000 Equity shares of Rs. 10/- each vide Ordinary Resolution passed by the Members in their Annual General Meeting held on September 29, 2017.

Pursuant to Initial Public Offer of Equity Shares by the Company, the Board of Directors, in their meeting held on December 1 1, 2017, has allotted 37,00,000 Equity Shares of Rs. 10/- each at price of Rs. 63/- per equity shares (including Premium of Rs. 53/- each) to the successful allottees, whose basis of allotment was finalized by the Company, the Registrar to the issue and merchant banker in consultation with the BSE Limited.

The present Paid-up Capital of the Company is 13,70,00,000/- divided into 1,37,00,000 Equity Shares of Rs. 10/-each.

The Board of Directors had, in its meeting held on September 18, 2017, proposed the Initial Public Offer upto 37,00,000 equity shares of ‘10/- each. Thenafter, Members of the Company approved the proposal of the Board for further Issue of 37,00,000 shares in their Annual General Meeting held on September 29, 2017.

Pursuant to the authority granted by the Members of the Company, the Board of Directors has appointed capital market Intermediaries M/s Corporate Capialventures Private Limited as Lead Manager (Category I- Merchant Banker) and Underwriter to the Issue, M/s Beeline Broking Limited as Market Maker to the Issue, Indusind Bank Limited as Bankers to the Issue and Refund Bankers and Link Intime India Private Limited as Registrar to the Issue for the proposed Public Issue.

The Company had applied to BSE Limited (“BSE”) SME Platform for in-principle approval for using the name of the exchange in the offer document in respect of our public Issue of equity Shares. BSE has, vide its letter dated, November 24, 2017, granted its InPrinciple Approval to the Company for using the name of the exchange in the offer document in respect of our public Issue of equity Shares.

The Company has filed Prospectus dated November 27, 2017 with the Registrar of the Company, Ahmedabad on November 27, 2017. The Public Issue was opened on Monday, December 4, 2017 and closed on Wednesday, December 06, 2017. The Basis of Allotment was finalized by Company, Registrar to the issue and merchant banker in consultation with the BSE Limited on December 11, 2017.The Company received Listing and Trading Permission vide BSE’s letter dated Wednesday, December 13, 2017. The trading of equity shares of the Company commenced on Thursday, December 14, 2017 at SME Platform of BSE.

(Rs. in Lakh)

In terms of Prospectus, public Issue Expenses were estimated to ‘65.34 Lakhs, however, actual expenses towards public issue expenses occurred was ‘54.84 Lakhs.

Constitution of Board:

As on the date of this report, the Board comprises following Directors;

Committee includes Audit Committee and Shareholders’ Grievances Committee across all Public Companies.

² Excluding Section 8 Company & struck of Companies

The composition of Board complies with the requirements of the Companies Act, 2013 (“Act”). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company is exempted from requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Company and none of the Director of the Company is holding position as Independent Director in more than 7 Listed Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Board Meeting

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 19 (Nineteen) times on April 20,2017; July 12, 2017;July 15, 2017; July 31, 2017;August 8, 2017;September 18, 2017; October 05,2017; October 10, 2017; October 16, 2017; November 08, 2017; November 18, 2017; November 27, 2017; December 11, 2017; December 15, 2017; December 22, 2017, January 25, 2018; January 27, 2018; March 21, 2018 and March 30, 2018.

The details of attendance of each Director at the Board Meetings are given below;

*Mr. Mahendra Shah and Mr. Jitendra Shah resigned from Directorship w.e.f. July 31, 2017.

The gap between two consecutive meetings was not more than one hundred and twenty days as provided under Standard 2, i.e. Frequency of Meetings of SS -1 (Secretarial Standard 1 on Meetings of Board of Directors specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980 (56 of 1980), and approved as such by the Central Government.

Independent Directors:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has two Non-Promoter NonExecutive Independent Directors in line with the act. A separate meeting of Independent Directors was held on March 30, 2018 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company, management and Board.

The Company has received necessary declaration from each independent director under Section 149 (7) of the act that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013.

Information on Directorate:

During the year under review Mr. Jitendra Shah and Mr. Mahendra Shah have tendered their resignation with effect from July 31,2017. The Board placed on record its appreciation for the guidance and contribution made by Mr. Jitendra Shah and Mr. Mahendra Shah during their tenure on the Board. In the same Board Meeting, Mr. Munir Shah was appointed as Non-executive Director w.e.f July 31,2017 and Mr. Shaishav Shah was appointed as Additional Independent Director w.e.f. July 31, 2017.

Further, the Board of Directors in their meeting held on September 18, 2017, has re-designated Mr. Kaivan shah, as Chairman & Managing Director and Mrs. Meghna Shah as Whole Time Director of the Company.

Thenafter on September 29, 2017 based on notice received from members under Section 160 of the Act and on recommendation of the Board of Directors, Mr. Munir Shah were appointed as Non -Executive Director and Mr. Shaishav Shah and Mr. Smit Shah were appointed as Independent Directors of the Company respectively.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Kaivan Shah, Chairman & Managing Director of the Company retires by rotation at the ensuing annual general meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommends his appointment on the Board.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), of the person seeking re-appointment as Director are also provided in Note No. 14 of the Notice convening the 12^thAnnual general meeting.

Key Managerial Personnel:

During the year under review, the board of directors in their meeting held on September 18, 2017, has appointed Mrs. Rinni Shah as Chief Financial officer of the Company.

Further the Board of Directors, in their meeting held on November 18, 2017, has appointed Ms. Nikita Patel as the Company Secretary and Compliance officer of the Company w.e.f. November 18,2017.

Later on Ms. Nikita Patel Company Secretary and Compliance Officer of the Company, has tendered her resignation w.e.f. March 21, 2018. The Board placed on record its appreciation for the service rendered by Ms. Nikita Patel during her tenure in the Company. The Board of Directors, in their meeting held on March 21,2018, has appointed Mrs. Devanshi Shah as the Company Secretary and Compliance officer of the Company w.e.f. March 21,2018.

In accordance with Section 203 of the Companies Act, 2013, Mr. Kaivan Shah, Chairman & Managing Director, Mrs. Meghna Shah, Whole-Time Director, Ms. Devanshi Shah, Company Secretary & Compliance Officer and Mrs. Rinni shah, Chief-Finance Officer continued to be Key Managerial Personnel of the Company.

Performance 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.

o The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc. o The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

o The board and the nomination and remuneration committee 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.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Directors’ Responsibility Statement:

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed and that no material departures have been made from the same;

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 year;

c) The Directors had 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 had prepared the annual accounts for the year ended March 31, 2018 on going concern basis.

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

COMMITTEE OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

A. Audit Committee:-

The Board of Directors, in their meeting held on October 05, 2017, has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013. The committee shall meet at least four times in a year and not more than 120 days shall elapse between any two meetings. Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial result. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee.

During the year under review, Audit Committee met 3 (Three) times viz November 18, 2017, December 22, 2017 and March 30, 2018. The composition of the Committee and the details of meetings attended by its members are given below:

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Chief Financial Officer of the Company is a regular invitee at the Meeting.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Company’s Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at www.ratnagroup.co.in.

B. Stakeholder’s Grievance & Relationship Committee:

The Board of Directors, in their meeting held on October 05, 2017, has formed Stakeholder’s Grievance & Relationship Committee mainly to focus on the redressal of Shareholder’s/ Investor’s Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. The Stakeholders Relationship Committee shall meet at least four times a year with maximum interval of four months between two meetings and shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company.

During the year under review, Stakeholder’s Grievance & Relationship Committee met 2(Two) times viz on December 11, 2017 and January 22, 2018.The composition of the Committee and the details of meetings attended by its members are given below:

During the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2018.

C. Nomination and Remuneration Committee:

The Board of Directors, in their meeting held on October 5, 2017, has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal. Further, the committee shall also meet as and when the need arises for review of Managerial Remuneration.

During the year under review, Nomination and Remuneration Committee met 3 (Three) times viz on November 18, 2017,March 21, 2018 and March 30,2018.The composition of the Committee and the details of meetings attended by its members are given below:

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances etc. to its Managing Director and the Executive Directors.

Key points of the Nomination and Remuneration Policy are;

a. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel:

o The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, Key Managerial Personnel and Senior Management personnel and recommend to the Board for his / her appointment.

o A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment.

o In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent nature of the Director vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

b. Policy on remuneration of Director, KMP and Senior Management Personnel:

The Company’s remuneration policy is driven by the success and performance of Director, KMP and Senior Management Personnel vis-a-vis the Company. The Company’s philosophy is to align them with adequate compensation so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The Company follows mixed of fixed pay, benefits and performance based variable pay. The Company pays remuneration by way of salary, benefits, perquisites and allowance. The remuneration and sitting fees paid by the Company are within the salary scale approved by the Board and Shareholders.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.ratnagroup.co.in.

Remuneration of Director:

The details of remuneration paid during the financial year 2017-18 to directors of the Company is provided in Form MGT-9 which is the part of this report.

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

Details of Loans, Guarantees, and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed to this Report as “Annexure - A”.

A particular of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is annexed to this Report as “Annexure - B”.

DISCLOSURE OF REMUNERATION:

The ratio of the remuneration of each whole-time director to the median of employees’ remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as “Annexure - C”. Refer to tables 3A(a) in “Annexure -C”.

There are no employees who are posted outside India and in receipt of a remuneration of Rs. 60.00 lakh or more per annum or Rs. 5.00 lakh or more a month.

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the date of end of financial year of the Company i.e. March 31, 2018 to the date of this Report.

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

During the year under review, there were no incidences of sexual harassment reported.

Conservation of Energy:

In its endeavor towards conservation of energy your Company ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

TECHNOLOGY ABSORPTION

The Company has not carried out any research and development activities.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings & Outgo during the year are as under:

Earnings - Nil

Outgo - Royalty Expenses - Nil

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

Your Company has an effective internal control system, which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition.

The Internal Auditor of the Company carries out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee.

Your Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Company’s internal controls over financial reporting was observed.

Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report under relevant heading.

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made there under, M/s. A N A & Associates Chartered Accountants, Ahmedabad (FRN: 130797W), were appointed as Statutory Auditors of the Company to hold office till conclusion of 14^th Annual General Meeting(AGM) of the company to be held in the calendar year 2020.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors’ Report does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Anand Lavingia, Practicing Company Secretary, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report is annexed herewith as “Annexure - D” to this Report.

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state 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) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iii) Annual Report and other compliances on Corporate Social Responsibility;

(iv) There is no revision in the Board Report or Financial Statement;

(v) 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;

(vi) Information on subsidiary, associate and joint venture companies.

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

Registered office: By order of the Board of Directors

S.F. 207, Turquoise, Panchvati Panch Rasta Nr. For, Ratnabhumi Developers Limited

White House E.B., C.G. Road Ahmedabad-380009 Kaivan shah

Place: Ahmedabad Chairman and Managing Director

Date: August 18, 2018 DIN 01887130