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To,

The Members of the Company,

The Directors present their Thirty Sixth Annual Report with the Audited Financial Statements for the year ended 31% March, 2023.

FINANCIAL HIGHLIGHTS:

Note: The above figures are extracted from the standalone financial statements prepared in compliance with Indian Accounting Standards (IND AS).

Performance and the State of Company Affairs:

The company is taking various initiatives for new business. The Directors are exploring the business avenues in the field of Real Estate, and fund & Non-fund-based activities.

Transfer to Reserve, if any:

During the year, the Company does not propose to transfer any amount to the any Reserve.

Dividend:

In view of brought forwarded losses the directors regret their inability to declare the dividend to conserve the resources.

Directors and Key Managerial Personnel:

As per the provision of Companies Act, 2013, Mr. Ashok Jain Holding DIN- 00094224 Director liable to retires by rotation and, being eligible, offers himself for re-appointment. A resolution seeking shareholder approval for his reappointment forms part of the Notice.

Ms. Khadija Zulfeqar Lokhandwala was appointed as the company Secretary and Compliance Officer (KMP) of the Company with effect from 14%" July, 2022 in place of Ms. Himanshi Tiwari, who has tender her resignation with effect from 30 June, 2022. Ms. Krutika Mehta was appointed as Chief Executive officer (CEO) and Chief Financial officer (CFO) of the Company with effect from 14/07/2022.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under Sub-Section (6) of Section 149 of the Companies Act, 2013. During the year there was no re-appointment of Independent Directors took place in the Company.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

Listing on Stock Exchanges:

The Company shares are listed on BSE Limited.

Nomination and Remuneration Policy and Other Details:

The Company has adopted a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act. The policy of the Company on Directors appointment and remuneration including criteria for determining qualification, positive attribute, independence of director and other matters, as required under sub-section(3) of section 178 of the Companies Act 2013 is available on Company's website at the link:www.richirichinventures.com.

There has been no change in the policy since last fiscal year. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the company.

There is no pecuniary relationship or transactions between the Company and the non-executive directors other than sitting fees, commission, and reimbursement of expenses incurred by them, if any for the purpose of attending meetings of the Company.

Auditors and Their Report:

Statutory Auditor's : M/s. H. Rajen & Co. (Merged with M/s. Agarwal Desai & shah) Chartered Accountants the Statutory auditors of the Company have been appointed as Statutory Auditors of the Company till the conclusion of the Thirty Eighth Annual General Meeting to be held in the year 2024.

As per the provisions of Section 139 of the Act, they have confirmed that they are not disqualified from continuing as Auditors of the Company

The statement on impact of Audit Qualifications (for audit report with modified opinion submitted along with the Annual Audited Financial Results- Standalone) under Regulation 33/52 of the SEBI (LODR) (Amendment) Regulations, 2016 as referred to in the Auditors' Report along with the Management Views are self-explanatory and, therefore, do not call for any further comments.

Internal Auditor

Pursuant to the provision of Section 138 of Companies Act, 2013 the Company has appointed M/s Jayant S. Ajinkaya (Membership No. 047667), Chartered Accountants, as Internal Auditor of the Company with effect from November 07%, 2022 for the financial year 2022-23

Secretarial Audit:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Shanu Mata & Associates, Practicing Company Secretary, to undertake Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith and marked as ‘Annexure - B' to this Report. The report is self-explanatory and does not call for any further comments.

Board evaluation:

The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board, its Committees and individual directors including independent Directors covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, based on the predetermined templates designed as a tool to facilitate evaluation process, the Board has carried out the annual performance evaluation of its own performance, the Individual Directors including Independent Directors and its Committees on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

Related Party Transaction:

All transactions entered with Related Parties during the financial year were on an arm's length basis and were in the ordinary course of business and as per the provision of Section 188 of the Companies Act, 2013, disclosure in Form AOC-2 is attached as ‘Annexure

A'. Further, there are no materially significant related party transactions during the year under review made by the Company with promoters, Directors, Key Managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions which entered into pursuant to the omnibus approval so granted along with a statement giving details of all related party transactions is placed before the Audit Committee.

Corporate Governance:

Regulation 27 and Para C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

Number of Meetings of Board of Directors:

4 (Four) meetings of the Board of Directors of the Company were held during the year under review. Detailed information of the meetings of the Board is included in the Report on Corporate Governance, which forms part of this Report.

Details of subsidiaries/joint ventures/associate companies:

During the year no company have become or ceased to be its subsidiaries, joint ventures or associate companies.

Extract of Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013 (the Act) and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 enclosing extract of Annual Return in Form MGT-9 is not applicable. Therefore, the same has not been annexed to the Directors Report. The Company has uploaded the Annual Return referred to in section 92(3), for the financial year ended March 31, 2023 on its website i.e. www.richirichinventures.com.

Secretarial Standards:

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

Conservation of Energy, Technology Absorption and Foreign Exchange:

The information relating to conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo as required under section134(3)(m) of the Companies Act, 2013 read with the with Rule 8 of The Companies (Accounts) Rules, 2014 are Nil.

Remuneration Ratio and other Details of Directors / Key Managerial Personnel (KMP) /Emplovees:

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 Directors/ KMP of the Company are furnished in Annexure C.

No employees in the Company have been paid remuneration in excess of the limits prescribed under section 197 of The Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Corporate Social Responsibility:

The Company is not required to constitute a Corporate Social Responsibility Committee, as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

Disclosures:

a. Committees of the Board

The Company has several committees, which have been established as part of best corporate governance practices and comply with the requirements of the relevant provisions of applicable laws and statutes.

b. Vigil Mechanism/Whistle Blower Policy

The Company has framed a Vigil Mechanism/Whistle Blower Policy to deal with unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy, if any. The Vigil Mechanism/ Whistle Blower Policy have also been uploaded on the website of the Company i.e. www.richirichinventures.com.

Directors' Responsibility Statement: Your Directors state that: a) in the preparation of the annual accounts, the applicable accounting standards have 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 financial year ended on March 31, 2023 and of the Profit/Loss 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; 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; 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.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

Development and Implementation of Risk Management Policy:

The company has framed the Risk Management Policy which highlights the Company's practices and risk management framework for the identification and management of uncertainty. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The Company has implemented a Risk Management Framework for the management and oversight of material risks and internal control. The Risk Management Framework is designed to address risks that have been identified to have a material impact on the Company's business and to ensure that the Board regularly reviews the risk management and oversight policies.

Internal Control and Systems:

The Company has adequate internal control procedures commensurate with its size and nature of business. The objective of these procedures 1s to ensure efficient use and protection of the Company's resources, accuracy in financial reporting and due compliance of statutes and corporate policies and procedures.

Internal Audit is conducted periodically by a firm of Chartered Accountants who verify and report on the efficiency and effectiveness of internal controls. The adequacy of internal control systems is reviewed by the Audit Committee & Board in its periodical meetings.

Internal Financial Control System:

The Company has robust and comprehensive Internal Financial Control system commensurate with the size scale and complexity of its operations. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources.

The policies and procedures adopted by the company to ensures the orderly and efficient conduct of its business and adherence to the company's policies, prevention and detection of frauds and errors, accuracy and completeness of the records and the timely preparation of reliable financial information.

The Internal Auditors and the Management continuously monitors the efficacy of Internal Financial Control system with the objective of providing to the Audit Committee and the Board of Directors, an effectiveness of the organization's risk management with regard to the Internal Financial Control system.

Audit Committee meets regularly to review reports submitted by the internal auditors. The Audit Committee also meet the Company's Statutory Auditors to ascertain their views on the financial statement, including the financial reporting system and compliance to accounting policies and procedures followed by the Company.

Cost Records:

Maintenance of cost records as specified by Central Government under sub section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company.

Sexual Harassment:

The Company has adopted policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The same has been uploaded on its Website i.e. www richirichinventures.com. However, during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.The Company isnot required to Constitute of Internal Compliant Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as the Number of Employees are below the applicable limit.

Particulars of Loans, Guarantees or Investments:

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

Interest Risks:

The Company is exposed to interest rate fluctuations in the market. It uses a judicious mix of interest rates with stipulated parameters to mitigate the interest-rate risk. This also helps to have a judicious blended interest rate, with a prime focus on the safeguard of Company's funds.

Financial Statements:

The financial statements of the Company prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015, duly audited by Statutory Auditors, also forms part of this Annual Report. General: Your Directors 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:

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

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

Issue of shares (including sweat equity shares) to employees of the Company under any Employee Stock Option Scheme. Neither the Managing Director nor the Whole time Directors of the Company receive any commission. CARES Separate Section containing a Report on performance and Financial Position of each of Subsidiaries, Associated & Joint Ventures included in the Consolidated Financial Statement of the Company.

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

7. 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.

8. Voluntary revision as per Section 131 of the Companies Act, 2013.

9. Any application has been filed or any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016. 10. Any one time settlement with any Banks or Financial Institutions.

Acknowledgement:

The Board wishes to place on record their gratitude for the co-operation being received from the Banks, Share Transfer Agent, and Stock Exchange, Shareholders, customers, staft and workers of the Company and thank them for their continued support.

DECLARATION ON CODE OF CONDUCT

This is to confirm that the Board of Director of the Company has laid down a Code of Conduct for its members and senior management personnel of the Company. The same has also been posted on the Company's website. It is further confirmed that all the Directors and senior management personnel of the Company have affirmed compliance with the Code of Conduct of the Company for the financial year ended March 31, 2023 as envisaged in the listing Agreement with Stock Exchange.