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You can view full text of the latest Director's Report for the company.

BSE: 526407ISIN: INE299D01022INDUSTRY: Realty

BSE   ` 14.50   Open: 14.65   Today's Range 14.10
14.73
+0.32 (+ 2.21 %) Prev Close: 14.18 52 Week Range 12.30
35.80
Year End :2025-03 

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

FINANCIAL HIGHLIGHTS

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

Amount (Rs. in lakh)

2024-25

2023-24

Particulars

Stand¬

alone

Consoli¬

dated

Stand¬

alone

Consoli¬

dated

Revenue from
operations

2,569.05

5,930.13

18,262.39

23,685.37

Other Income

1,802.57

182.73

284.02

374.21

Total Income

4,371.62

6,112.86

18,546.41

24,059.58

Depreciation and
amortization

145.34

148.77

62.96

68.27

Total Expenses

2,754.07

4,760.38

17,395.22

21,216.46

Profit/(Loss)
before exception-
nal, extraordinary
items

1,617.56

1,352.48

1151.19

2843.12

Exceptional Item/
Extraordinary item

-

-

-

_

Profit & (loss)
before tax

1,617.56

1,352.48

1151.19

2843.12

Tax Expense

(634.53)

(475.97)

(32.02)

302.92

Profit/ (Loss)
after tax

2,252.08

1,828.45

1,183.21

2,540.20

STATE OF COMPANY'S AFFAIRS

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

During the Period under review, the Company expanded
its business structure by incorporating two wholly owned
subsidiaries, namely Hampton Sky Hotels Private Limited

and Hampton Sky Hospitality Private Limited. In addition,
the Company also formed a joint venture under the name
Hampton Sky Farms Private Limited, marking a strategic
step toward diversifying its operations and exploring new
business opportunities.

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

CHANGE IN THE NATURE OF BUSINESS

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

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

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

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

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

AWARD AND ACCOLADES

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

i. At the 'Jagran Achiever Awards 2024' held in
Mauritius, Hampton was recognised as the 'Leading
Residential Real Estate Developer of North India',
acknowledging its consistent focus on quality,
innovation, and customer satisfaction.

ii. The Company also received the title of 'Most Trusted
Real Estate Company in Punjab' at the 'Global
Excellence Awards 2024', a testament to its strong
ethical foundation and commitment to delivering
superior real estate solutions.

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

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

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

DIVIDEND

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

TRANSFER TO RESERVES

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

SHARE CAPITAL AND CHANGES IN SHARE CAPITAL
Authorized Share Capital

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

Paid-up Share Capital

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

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

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

DEPOSITS FROM PUBLIC

During the year under review, your Company has not
accepted/ invited any deposits from public in terms of

Chapter V of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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

CORPORATE GOVERNANCE

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

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

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

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE
COMPANIES

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

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

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

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

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

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL (KMPs)

Composition

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

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

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

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

Appointments

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

Name of the
Director

DIN

Designation

Date of
appointment

Ms. Sandhya
Arora

07425174

Non-executive

Director

September
05, 2024

Mr. Sandeep
Puri

10757596

Independent

Director

September
05, 2024

Ms. Benu
Sehgal

03556496

Independent

Director

September
05, 2024

Dr. Sulbha
Jindal

10766818

Independent

Director

September
05, 2024

Mr. Probir
Arora

10032179

Independent

Director

September
05, 2024

Mr. Rupinder

Singh

Sabharwal

03592557

Independent

Director

September
07, 2024

2. Post closure of the financial year 2024-25, the board
of directors resolved to appoint Ms. Ketki Gupta (DIN:
06814775) as Managing Director designated as the
Joint Managing Director of the Company with effect
from August 14, 2025 and to change the designation
of Mr. Kavya Arora (DIN: 02794500) from Whole-time
Director to Managing Director of the Company with

effect from the said date. Their appointment is subject
to the approval of the shareholders of the Company at
the ensuing AGM. The details regarding their
proposed appointment are provided in the Notice of
the Annual General Meeting, which forms part of this
Report.

Cessation

1. During the Period under review:

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

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

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

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

Retirement by rotation and subsequent re¬
appointment

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

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

Key Managerial Personnel

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

Name of the Director

Designation

Mr. Sanjeev Arora

Chairman and Managing
Director*

Mr. Kavya Arora

Whole Time Director**

Mr. Deepak Sharma

Chief Financial Officer

Ms. Tarandeep Kaur

Company Secretary &

Compliance Officer

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

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

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

Declaration by Independent Directors

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

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

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

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

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

REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND PARTICULARS OF EMPLOYEES

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

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

REMUNERATION POLICY

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

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

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

DETAILS OF BOARD MEETING HELD DURING THE
YEAR

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

COMMITTEES OF THE BOARD

The Board of Directors has constituted the following
Committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders' Relationship Committee

iv. Corporate Social Responsibility (CSR) Committee

v. Risk Management Committee.

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

PERFORMANCE EVALUATION

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

The CSR policy is available on the Company's website at
https://hamptonsky.in/investor-relation/
DIRECTORS' RESPONSIBILITY STATEMENT

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

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

(b) the Directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company at the end of the Financial Year March 31,
2025 and of the profits of the Company for that period;

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

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

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

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

AUDITORS AND AUDITORS' REPORT
Statutory Auditors & their Report

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

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

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

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

Secretarial Auditors & their Report

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

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

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

The Company has undertaken an Annual Secretarial
Compliance Audit for the financial year ended March 31,
2025 pursuant to Regulation 24A of the SEBI Listing
Regulations. The Annual Secretarial Compliance Report
for the financial year ended March 31, 2025 has been
submitted to the Stock Exchanges and the said report may
be accessed on the Company's website at the link
https://hamptonsky.in/investor-relation/. The
Annual Secretarial Compliance Report is annexed with
this Report as Annexure-IV.

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

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

Cost Auditors & their report

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

Internal Auditors

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

VIGIL MECHANISM/ WHISTLE-BLOWER POLICY

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

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

ANNUALRETURN

Pursuant to the Section 92(3) and 134(3)(a) of the Act, the
Annual Return of the Company for the Financial Year
ended March 31, 2025, is available on the Company's
website at
https://hamptonsky.in/investor-relation/.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS UNDER SECTION 186

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

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

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

The said Policy is also available on the website of the
C o m p a n y a t t h e w e b - l i n k
https://hamptonsky.in/investor-relation/.

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

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

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

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

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

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

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

LISTING OF SHARES

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

SECRETARIAL STANDARDS

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

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

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

Internal Complaints Committee(s) (“ICC”) at each
workplace of the Company, have been set up to redress

complaints, if any, received regarding sexual harassment.
All employees (permanent, contractual, temporary,
trainees) are covered under this Policy.

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

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

Number of complaints disposed of during the year
: Nil

Number of cases pending for more than ninety days
: Nil

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

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

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

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

RISK MANAGEMENT

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

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

PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016

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

DISCLOSURE ON ONE TIME SETTLEMENT

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

CAUTIONARY STATEMENT

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

ACKNOWLEDGEMENTS

Your Directors wish to express their grateful appreciation
for the valuable support and co-operation received from

brokers, business associates, vendors, bankers, financial
institutions, investors, stakeholders, registrar and share
transfer agent, and other business affiliates.

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

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

By Order of the Board of Directors
For Hampton Sky Realty Limited
(Formerly Known as Ritesh Properties and Industries Limited)

Date: 06.09.2025 Sd/- Sd/-

Place: Gurugram (Kavya Arora) (Ketk i G u pta)

Managing Director Joint Managing Director

DIN: 02794500 DIN: 06814775