Your Directors have pleasure in presenting the 13^th Annual Report and the Audited Accounts of the Company for the year ended
31^st March, 2024.

1. FINANCIAL HIGHLIGHTS

(Rupees in Lakh)

Note: Figures in brackets represent negative number.

2. COMPANY PERFORMANCE AND BUSINESS
OVERVIEW

A detailed discussion of operations for the year ended
31^st March, 2024 is provided in the Management
Discussion and Analysis Report, which is presented in a
separate section forming part of this Annual Report.

3. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of
the Company during the financial year under review.

5. DIVIDEND

In view of losses, the Board of Directors ('Board') of your
company does not recommend dividend for the year
under review.

6. TRANSFER OF UNCLAIMED DIVIDEND TO
INVESTOR EDUCATION AND PROTECTION FUND

Since there are no declared dividends remaining
unpaid or unclaimed for a period of 7 (seven) years
from the date of its transfer to unpaid dividend account,
the Company is not required to transfer the same to
Investor Education and Protection Fund pursuant to
the provisions of Section 124 of the Act and Investor
Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 (IEPF Rules).
The Company has transferred ' 15,595/-, the sale
proceeds of fractional shares, to the IEPF account of the
Central Government on 16^th February, 2024 pursuant to
the provisions of section 124(6) of the Companies Act,

2013 read with Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016.

7. TRANSFER TO RESERVE

The Company does not propose to transfer amounts to
the general reserve for the financial year 2023-2024.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR OF THE COMPANY
TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT

No material changes and commitments have occurred
after the close of the financial year till the date of
this report, which affect the financial position of the
Company.

9. REPORT ON CORPORATE GOVERNANCE AND
MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Reports on Corporate Governance and Management
Discussion and Analysis, in accordance with SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), along with
a certificate from Auditors regarding compliance of
the Corporate Governance are given separately in this
Annual Report.

All Board Members and Senior Management Personnel
have affirmed compliance with the code of conduct for
the financial year 2023-2024. A declaration to this effect
signed by the Managing Director of the Company is
contained in this annual report.

10. PUBLIC DEPOSIT

Your Company has not accepted any Public Deposits
under Chapter V of the Companies Act, 2013.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMP)

A. APPOINTMENT/RE-APPOINTMENT AT AGM

In accordance with the provisions of the Companies
Act, 2013 ("Act") and the Articles of Association of
Company, Mr. Hansraj Rathor, retires by rotation and
being eligible, offers himself for re-appointment.
Brief details of Mr. Hansraj Rathor as required under
Regulation 36(3) of Listing Regulations are provided
as an annexure to the notice of the ensuing 13^th
Annual General Meeting.

B. APPOINTMENT/ RESIGNATION DURING THE
FINANCIAL YEAR

During the year under review, Mr. MVPH Rao has
resigned from the directorship of the Company w.e.f.
31^st May, 2023 due to other pre-occupation. Mr. Abhijit
Salian and Mr. Vipinraj Paiyapilly has also resigned
as a Director of the Company w.e.f. 23^rd March, 2024
and 26^th March, 2024 respectively due to other pre¬
occupation. On 1^st April, 2024, Mr. Roshan More,
has resigned from the directorship of the Company
due to other pre-occupation. The Board recorded
the appreciation for the contributions made by Mr.
Rao, Mr. Salian, Paiyapilly, and Mr. More during their
tenure as Directors of the Company.

The Members of the Company have appointed
Mrs. Neeraj Bala (DIN 07193192) and Mr. Sudhir
Kumar Arya (DIN 02414512) as Non-Executive &
Independent Directors on the Board of the Company
with effect from 27^th March, 2024, for a term of five
years till 26^th March, 2029 through postal ballot, the
result of which was declared on 28^th April, 2024.

The Members of the Company have appointed Mr.
Hansraj Rathor as the Managing Director of the
Company, for a period of 3 (three) years effective
from 1^st February 2024 to 31^st January, 2027 through
a postal ballot, the result of which was declared on
28^th April, 2024.

On 25^th May, 2023, the Board, on the recommendation
of the Nomination and Remuneration Committee,
has re-designated Mr. Priyavrat Mandhana from
"Executive Director" to "Non-Executive Director" of
the Company w.e.f. 1^st June, 2023 till the remaining
term i.e. up to 31^st August, 2025.

C. INDEPENDENT DIRECTORS

The Company has received declarations from all the
Independent Directors of the Company, confirming

that they meet the criteria of independence as
prescribed under the Section 149(6) of the Act and
Regulation 16(1)(b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

As per the Companies (Appointment and
Qualifications of Directors) Fifth Amendment
Rules, 2019, all the Independent Directors of the
Company have registered with the Indian Institute
of Corporate Affairs for inclusion of their names in
the comprehensive depository maintained by the
Ministry of Corporate Affairs.

Familiarization Program for Independent
Directors

All Independent Directors are familiarized with the
operations and functioning of the Company. The
details of the training and familiarization program
are provided in the Corporate Governance Report
forming part of this Report.

D. KEY MANAGERIAL PERSONNAL

Mrs. Sangeeta Mandhana had resigned from the
post of Managing Director of the Company w.e.f. 31^st
January, 2024. The Board recorded the appreciation
for the contributions made by Mrs. Mandhana
during her tenure with the Company.

On 1^st February, 2024, Mr. Hansraj Rathor was
appointed as the additional Executive Director
and Managing Director of the Company subject to
the approval of Shareholders. The Members of the
Company have appointed Mr. Hansraj Rathor as the
Managing Director of the Company, for a period of 3
(three) years effective from 1^st February 2024 to 31^st
January, 2027 through a postal ballot, the result of
which was declared on 28^th April, 2024.

Mr. Abhishek Bariyar has resigned from the post
of Chief Operating Officer (KMP) of the Company
w.e.f. 31^st August, 2023. The Board recorded the
appreciation for the contributions made by Mr.
Bariyar during his tenure with the Company.

As on 31^st March, 2024, Mr. Hansraj Rathor, Managing
Director; Mr. Vishal Parikh, Chief Financial Officer
and Ms. Aishwarya Gupta, Company Secretary &
Compliance Officer serves as the Key Managerial
Personnel of the Company.

E. BOARD EVALUATION

The Board of Directors has carried out an annual
evaluation of its own performance, Board
Committees, and individual directors pursuant to
the provisions of the Companies Act, 2013 and the
Listing Regulations. The Company has implemented
a system of evaluating performance of the Board
of Directors and of its Committees and individual
Directors on the basis of a structured questionnaire
which comprises evaluation criteria taking into
consideration various performance related aspects.

The Company's Independent Directors met on 22^nd
March, 2024 without the presence of Executive
Directors or Members of the Management. The

Independent Directors thereafter reviewed the
performance of Mr. Hansraj Rathor, Managing
Director of the Company. The Independent Directors
jointly expressed their opinion that Mr. Hansraj
Rathor should prioritize the business strategies.
He should make efforts to retrieve the Company's
funds that are currently obstructed and the funds
should be appropriately allocated to facilitate the
growth of the Company.

F. NUMBER OF MEETINGS OF THE BOARD OF
DIRECTORS

During the year, 5 (Five) Board Meetings were
convened and held.

Details of meetings of the Board and its Committees
along with the attendance of the Directors therein,
have been disclosed in the Corporate Governance
Report (annexed herewith).

G. COMMITTEES OF THE BOARD

With a view to have a more focused attention
on various facets of business and for better
accountability, the Board has constituted various
committees. The statutorily mandated committees
constituted under the provisions of the Act
and Listing Regulations are Audit Committee,
Nomination and Remuneration Committee, and
Stakeholders Relationship Committee.

The Committees have been mandated to operate
within their terms of reference, approved by the
Board to focus on specific issues and ensure
expedient resolution on diverse matters.

During the year under review, the Corporate Social
Responsibility Committee of the Board of Directors
was dissolved due to continuing losses from past
years.

The composition, committee meeting held, terms of
reference and other details of the above-mentioned
committees are provided in the Corporate
Governance Report forming part of this Report.

H. VIGIL MECHANISM / WHISTLE BLOWER POLICY
FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism,
which includes a Whistle Blower Policy, for its
Directors and Employees, to provide a framework
to facilitate responsible and secure reporting of
concerns of unethical behavior, actual or suspected
fraud or violation of the Company's Code of Conduct
& Ethics.

No Director/employee has been denied access to
the Audit Committee of the Board of Directors. The
Policy as approved by the Board may be accessed
on the Company's website and the web-link to the
same is https://huvl.in/codes-of-conduct/11-policv-
on-vigil-mechanism-whistle-blower-mechanism/

I. NOMINATION AND REMUNERATION POLICY

The Board of Directors has formulated a Policy
which lays down a framework for selection and
appointment of Directors and Senior Management
and for determining qualifications, positive
attributes and independence of Directors.

The Policy also provides for the remuneration of
Directors, Members of Senior Management, and
Key Managerial Personnel.

The salient features of the Nomination and
Remuneration Policy are given under Annexure
- 'A' to this Report and the detailed policy is
available on the website of the Company at https://
huvl.in/codes-of-conduct/8-nomination-and-
remuneration-policy/

J. REMUNERATION TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. The percentage increase in remuneration of each Director, Chief Executive Officer and Company Secretary during
FY 2023-2024 and ratio of the remuneration of each Director to the median remuneration of the employees of the
Company for FY 2023-2024 are as under:

¹ Designation of Mr. Priyavrat Mandhana has changed from Executive Director to Non-Executive Director of the Company
w.e.f. 1^st June, 2023.

² Mr. Abhijit Salian and Mr. Vipinraj Paiyapilly resigned from the position of Non-Executive and Independent Directors of
the Company w.e.f. 23^rd March, 2024 and 26^th March, 2024 respectively. Mr. Roshan More resigned from the position of
Non-Executive and Independent Director of the Company w.e.f. 1^st April, 2024. Mr. MVPH Rao resigned from the position
of Non-Executive and Independent Director of the Company w.e.f. 31^st May, 2023.

³ Mrs. Neeraj Bala and Mr. Sudhir Kumar Arya were inducted into the Board as Non-Executive and Independent Directors
of the Company w.e.f. 27^th March, 2024.

⁴ Mrs. Sangeeta Mandhana has resigned from the post of Managing Director w.e.f. 31^st January, 2024.

⁵ Mr. Hansraj Rathor was appointed as the Managing Director w.e.f. 1^st February, 2024.

⁶ Mr. Abhishek Bariyar has resigned from the post of Chief Operating Officer of the Company w.e.f. 31^st August, 2023.
There was a revision in remuneration during the FY 2023-24.

Note: Remuneration paid to each Whole-Time Director and KMP includes Salary, allowances, company's contribution
to provident fund and monetary value of perquisites, if any. The remuneration paid to Non-Executive and/or
Independent Directors comprises of sitting fees only.

ii. The median remuneration of employees of the
Company during FY 2023-2024 was Rs. 7.72
Lakh per annum;

iii. In the financial year under review, there was an
increase of 40 % in the median remuneration of
employees;

iv. There were 12 permanent employees on the
rolls of the Company as of 31^st March, 2024;

v. Average percentage increase in the salaries
of employees other than the managerial
personnel in the last financial year i.e. FY
2023-24 was decreased by 25% as compared
to FY 2022-23. As regards the comparison of
Managerial Remuneration of FY 2023-24 over
FY 2022-23, details of the same are given in the
above table at sr. no. (i);

vi. It is hereby affirmed that the remuneration
paid is as per the Remuneration Policy for
Directors, Key Managerial Personnel, and other
Employees.

Details of employee remuneration as required
under provisions of Section 197 of the Companies
Act, 2013 and Rules 5(2) & 5(3) of Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided in a separate
statement and forms part of the Annual Report.
Further, this report is being sent to the Members
excluding the said statement. The said statement is
available for inspection of members upto the date
of the Annual General Meeting and shall be made
available to any shareholder on request made to the
Company Secretary at cs@huvl.in.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There was no Guarantee or investment made by the Company during the FY 2023-24. The balance of loans, guarantees
and investments covered under the provisions of Section 186 of the Act as on 31^st March, 2024,( INTER CORPORARTE
LOANS) are provided below:

13. RELATED PARTY TRANSACTIONS

During the year under review, all related party
transactions entered into by the Company were approved
by the Audit Committee and were at arm's length and in
the ordinary course of business. Prior omnibus approval
is obtained for related party transactions which are of a
repetitive nature and entered in the ordinary course of
business and on an arm's length basis. The Company
did not have any contracts or arrangements with related

parties in terms of Section 188(1) of the Companies
Act, 2013. Accordingly, the disclosure of related party
transactions as required under Section 134(3)(h) of the
Act in Form AOC-2 is not applicable to the Company for
FY2023-24 and hence does not form part of this report.
Suitable disclosure as required by the Accounting
Standard (AS 18) has been made in the notes to the
Financial Statements.

The Policy on materiality of related party transactions
and dealing with related party transactions as approved
by the Board may be accessed through the following
link: https://huvl.in/codes-of-conduct/. Your Directors
draw the attention of the members to Note No.30 to
the financial statements which sets out related party
disclosures including Transactions, if any, with a person
or entity belonging to the promoter/ promoter group
which hold (s) 10% or more shareholding in the Company.

14. DISCLOSURE UNDER THE PREVENTION OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT:

The Company has adopted a Sexual Harassment Policy
on prevention, prohibition, and redressal of sexual
harassment at the workplace in line with the provisions
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and
the Rules made thereunder. The aim of the policy is to
provide protection to employees at the workplace and
prevent and redress complaints of sexual harassment
and for matters connected or incidental thereto, with
the objective of providing a safe working environment,
where employees feel secure. The Policy is available at
the Registered Office of the Company and is accessible
to all the employees of the Company. The Company has
not received any complaint during the Financial Year
under review.

15. AUDITORS

A. STATUTORY AUDITORS AND THEIR REPORT

M/s. Ram Agarwal & Associates, Chartered
Accountants, (Firm Registration No. 140954W),
were appointed as the Statutory Auditors of the
Company for a tenure of 5 years commencing from
the conclusion of the 10^th AGM of the Company until
the conclusion of the 15^th AGM of the Company to
be held in the calendar year 2026.

The Statutory Auditor has given a disclaimer opinion
on the financial statements of the Company for the
financial year 2023-2024 for the going concern
status of the Company.

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
is enclosed with the financial statements in this
Annual Report.

B. SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of
the Companies Act, 2013, and the Rules made
thereunder the Company has appointed Ms.
Shreya Shah, Practicing Company Secretary
(Certificate of Practice No. 15859 and Membership
No. FCS- 39409) as the Secretarial Auditor of the
Company. The Secretarial Audit Report is annexed
as Annexure - 'B' and forms an integral part of this
Report. The Company has complied with all the
applicable secretarial standards.

The Secretarial Audit Report does not contain any
other qualification, reservation or adverse remark.
The other statements referred in the Secretarial
Audit Report are self-explanatory and therefore do
not call for any comments under Section 134 of the
Companies Act, 2013.

C. INTERNAL AUDITORS AND THEIR REPORT

M/s. MJPT & Co. LLP, Chartered Accountants,
Internal Auditors of the Company have carried
out the Internal Audit for FY 2023-24. The
Internal Auditor submits their reports to the Audit
Committee on periodic basis. Based on the report
of Internal Audit, the management undertakes
corrective action in their respective areas and
thereby strengthens the controls.

D. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirements of
cost audit as prescribed under the provisions of
Section 148(1) of the Companies Act, 2013 are not
applicable for the business activities carried out by
the Company.

E. REPORTING OF FRAUDS

There were no instances of fraud during the year
under review, requiring reporting by the auditors to
the Audit Committee and/or Board under Section
143(12) of the Act and Rules framed thereunder.

16. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provisions of Section
135 of the Act were not applicable to the Company.

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

The Company has no subsidiary, Joint Venture and
Associate Company as of 31^st March, 2024.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed
by the Regulators or Courts or Tribunals which would
impact the going concern status and the Company's
future operations.

19. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls
in place with reference to financial statements. These
are continually reviewed by the Company to strengthen
the same wherever required. The internal control
systems are supplemented by internal audit carried
out by an independent firm of Chartered Accountants
and periodical review by the Management. The Audit
Committee of the Board addresses issues raised by
both, the Internal Auditors and the Statutory Auditors.

20. RISK MANAGEMENT

The Company has an elaborate risk policy defining the
risk management governance model, risk assessment,
and Prioritization process. The risk management
framework provides an integrated approach for
identifying, assessing, mitigating, monitoring and

reporting of all risks associated with the business of the
Company. The Audit Committee has additional oversight
in the area of financial risks and controls.

21. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under sub section (3)
(c) and (5) of Section 134 of the Companies Act, 2013,
with respect to Directors' Responsibility Statement, it is
hereby confirmed that:

i) in the preparation of the annual accounts for the
financial year ended 31^st March, 2024, the applicable
Accounting Standards have been followed along with
proper explanation relating to material departures;

ii) the Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that were 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/loss of the Company for the
year under review;

iii) 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;

iv) the Directors have prepared the annual financial
statements on a going concern basis;

v) the Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
operating effectively; and

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

22. PARTICULARS OF ENERGY CONSERVATION,
TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

Particulars of Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo
as per section 134(3)(2) of the Companies Act, 2013,
read with the Companies (Accounts) Rules, 2014 for
the year ended 31^st March, 2024 are provided under
Annexure - 'C' to this report.

23. ANNUAL RETURN

Pursuant to the provisions of Section 92(1) read with
Rule 12 of Companies (Management & Administration)
Rules, 2014 and Section 134(3)(a) of the Companies Act,
2013 ('Act') as amended, the Annual Return in Form
MGT-7 for FY 2024 is uploaded on the website of the
Company and the web link of which is: https://huvl.in/
annual-reports/

24. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable
mandatory Secretarial Standards.

25. PREVENTION OF INSIDER TRADING

The Company is in compliance with Regulations of SEBI

(Prohibition of Insider Trading) Regulations, 2015 ("SEBI
PIT Regulations") and SEBI circulars issued from time
to time. The Company has in place Code of Conduct
for Prohibition of Insider Trading and Code of Practices
and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information pursuant to SEBI PIT Regulations,
for regulating, monitoring and reporting of trading by
insiders in order to align with the SEBI PIT Regulations.
The Insider Code aims at preserving and preventing
misuse of unpublished price sensitive information.
All Directors, Designated Employees and Connected
Persons of your Company are covered under the Insider
Code, which provides inter alia for periodical disclosures
and obtaining pre-clearances for trading in securities of
your Company. The said code is hosted on the website
of the Company at https://huvl.in/codes-of-conduct/5-
code-of-conduct-for-preveniton-of-insider-trading/

26. OTHERS

Your Directors state that no disclosure or reporting is
required in respect of the following items during the
year under review:

1. The details relating to deposits, covered under
Chapter V of the Act, since neither the Company has
accepted deposits during the year under review nor
there were any deposits outstanding during the year.

2. Details relating to the issue of sweat equity shares,
stock options, and shares with differential rights as
to dividend, voting or otherwise, since there was no
such issue of securities.

3. None of the Whole-Time Directors of the Company
received any remuneration or commission from any
of its subsidiaries.

4. During the financial year under review, no application
was made or proceeding initiated against the
Company under the Insolvency and Bankruptcy
Code, 2016 nor any such proceeding was pending at
the end of the financial year under review.

5. During the financial year under review, there was no
instance of one-time settlement of loans / financial
assistance taken from Banks or Financial Institutions,
hence the Company was not required to carry out
valuation of its assets for the said purpose.

27. ACKNOWLEDGEMENT

The Directors take this opportunity to thank the
Shareholders, Financial Institutions, Banks, Customers,
Suppliers, Regulators, Government Authorities - Central
and State Government & Local.

The Directors also place on record their appreciation to
the employees at all levels for their hard work, dedication
and commitment.

For and on behalf of the Board of Directors
Heads Up Ventures Limited

Hansraj Rathor Priyavrat Mandhana

Managing Director Non - Executive Director
DIN: 07567833 DIN: 02446722

Place : Mumbai

Date : 9^th May, 2024