Dear Sharehoders,

Your Directors have pleasure in presenting the 12^th Annual Report and the Audited Accounts of the Company for the year ended 31^st March, 2023.

1. FINANCIAL HIGHLIGHTS

(Rs` 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, 2023 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 NAME AND CONSEQUENT ALTERATION IN THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

As a part of corporate rebranding activity and to revamp and more suitably reflect the Company's persona, name of the Company was changed from "The Mandhana Retail Ventures Limited" to "Heads UP Ventures Limited" via special resolution passed by the Members of the Company on 15^th April 2022 by way of Postal Ballot. A fresh Certificate of Incorporation pursuant to the change of name of the Company was issued by the Registrar of Companies, Mumbai on 11^th May, 2022. Accordingly, Memorandum of Association and Articles of Association have also been altered to reflect the change in name of the Company.

4. CHANGE IN NATURE OF BUSINESS

There has been no change in 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).

7. TRANSFER TO RESERVE

The Company does not propose to transfer amounts to the general reserve for the financial year 2022-2023.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY,

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 2022-2023. A declaration to this effect signed by the Managing Director of the Company is contained in this annual report.

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

In accordance with the provisions of the Companies Act, 2013 ("Act") and the Articles of Association of Company, Mrs. Sangeeta M. Mandhana retires by rotation and being eligible, o_ers herself for re-appointment. Brief details of Mrs. Sangeeta M. Mandhana as required under Regulation 36(3) of Listing Regulations are provided as an annexure to the notice of the ensuing 12^th Annual General Meeting.

During the year under review, Mr. N Venkateshwar Rao has resigned from the directorship of the Company w.e.f. 28^th November, 2022 due to his inability to attend the meetings of the Board and the Committees constituted by the Board on account of professional pre-occupation. Mr. Mitesh Shah has also resigned as a Director of the Company w.e.f. 16^th March, 2023 due to his professional commitments and other engagements. On 31^st May, 2023, Mr. MVP Hanumantha Rao, has resigned from the directorship of the Company due to other preoccupation. The Board recorded the appreciation for the contributions made by Mr. Rao, Mr. Shah and Mr. MVP Hanumantha Rao during their tenure as Directors of the Company.

The Members of the Company has appointed Mr. Vipinraj Jayadevan Paiyapilly (DIN 06381636) and Mr. Abhijit Suresh Salian (DIN 06381633) as Non-Executive & Independent Directors on the Board of the Company with effect from 9^th February, 2023, for a term of five years till 8^th February, 2028 through postal ballot, the result of which was declared on 17^th April, 2023.

The Members of the Company at the 11^th Annual General Meeting held on 15^th September, 2022, have approved the appointment of Mrs. Sangeeta Mandhana and Mr. Priyavrat Mandhana as the Managing Director and Executive Director of the Company, respectively, for a period of 3 (three) years effective from 1^st September, 2022 to 31^st August, 2025.

On 25^th May, 2023, the Board, on 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. upto 31^st August, 2025. The Board of Director at their meeting held on 11^th August 2023, based on recommendation of Nomination and Remuneration Committee, has appointed Mr. Roshan Ravindra More as Additional Non-Executive Independent Director of the Company with e_ect from date of allotment of DIN to hold o_ice till the conclusion of the 12^th Annual General Meeting of the Company and the Board, further approved appointment of Mr. Roshan R More, as an Independent Director of the Company for a term upto 5 (five) consecutive years w.e.f. date of allotment of DIN, subject to the approval of the members of the Company.

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

On 30^th March, 2022, Mr. Virendra Varma has resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. close of business hours of 30^thMay,2022. The Board recorded the appreciation for the contributions made by Mr. Varma during his tenure with the Company. On 26^th May, 2022, the Board, on recommendation of the Nomination and Remuneration Committee, has appointed Ms. Aishwarya Gupta as the Company Secretary and Compliance Officer of the Company w.e.f. 31^st May, 2022.

On 9^thNovember,2022, the Board, on recommendation of the Nomination and Remuneration Committee, has appointed Mr. Abhishek Bariyar as the Chief Operating O_icer (KMP) of the Company w.e.f. 1^st December, 2022. Mr. Manish Mandhana has resigned from the post of Chief Executive Officer of the Company w.e.f. close of business hours on 31^st March, 2023. The Board recorded the appreciation for the contributions made by Mr. Mandhana during his tenure with the Company.

A ^st March,s on 31 2023, Ms. Sangeeta Mandhana, Managing Director; Mr. Abhishek Bariyar, Chief Operating Officer, Mr. Vishal Parikh, Chief Financial Officer and Ms. Aishwarya Gupta, Company Secretary & Compliance Officer serves as the Key Managerial Personnel of the Company

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 8^th March, 2023 without the presence of Executive Directors or Members of the Management. The Independent Directors thereafter reviewed the performance of Mrs. Sangeeta Mandhana, Managing Director and Mr. Priyavrat Mandhana, Executive Director of the Company. The Independent Directors collectively opined that both the Executive Directors of the Company should intensively focus on the strategies to kick start the business and also in preserving the scarce Assets of the Company to sustain.

During the year, 4 (Four) 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, Stakeholders' Relationship Committee and Corporate Social Responsibility Committee.

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

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.

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 ishttps://huvl.in/codes-of-conduct/11-policy-on-vigil-mechanism-whistle-blower-mechanism/

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 remuneration of Directors, Members of Senior Management and Key Managerial Personnel.

The salient features of 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/

i. The percentage increase in remuneration of each Director, Chief Executive Officer and Company Secretary during FY 2022-2023 and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for FY 2022-2023 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. N Venkateshwar Rao and Mr. Mitesh Shah resigned from the position of Non-Executive and Independent Directors of the Company w.e.f. 28^th November, 2022 and 16^th March, 2023 respectively. Mr. MVPH Rao resigned from the position of Non-Executive and Independent Directors of the Company w.e.f. 31^st May, 2023.

3 Mr. Abhijit Salian and Mr. Vipinraj Paiyapilly were inducted in the Board as a Non-Executive and Independent Directors of the Company w.e.f. 9^th February, 2023.

4 Mr. Manish Mandhana has resigned from the post of Chief Executive Officer of the Company w.e.f. 31^st March, 2023.

5 Mr. Abhishek Bariyar was appointed for the post of Chief Operating Officer of the Company w.e.f. 1^st December, 2022.

6. Ms. Aishwarya Gupta was appointed for the post of Company Secretary and Compliance Officer of the Company w.e.f. 31^st May, 2022.

There was no revision in remuneration during the FY 2022-23, however, the deviation in the remuneration was on account of change in rate of deductions made by the Company due to Covid-19 pandemic during the FY 2021-22. 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 2022-2023 was Rs.5.50 Lakh per annum;

iii. In the financial year under review, there was a decrease of 4.33% in the median remuneration of employees;

iv. There were 22 permanent employees on the rolls of the Company as on 31^st March, 2023;

v. Average percentage increase in the salaries of employees other than the managerial personnel in the last financial year i.e. FY 2022-23 was decreased 1.16% as compared to FY 2021-22. As regards comparison of Managerial Remuneration of FY 2022-23 over FY 2021-22, 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 Rule 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 Company Secretary at cs@huvl.in.

There was no loan, Guarantee or investment made by the Company during the FY 2022-23. The balance of loans, guarantees and investments covered under the provisions of Section 186 of the Act as on 31^st March, 2023, are provided below:

During the year under review, all related 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 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 FY2022-23 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 attention of the members to Note No.30 to the financial statements which sets out related party disclosures including Transaction, if any, with person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company.

The Company has adopted a Sexual Harassment Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of 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.

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 2022-2023 for the going concern status of the Company due to termination of the Company's License Agreement, which was the core asset of the Company, with Being Human-The Salman Khan Foundation (‘the Foundation') in the financial year 2019-2020. The Company had resumed business development activities in line with its proposed business plans prepared by the Management and Board of Directors of the Company. However, uncertainties still do exist considering current market scenario and development of new brand without brand Ambassador, regarding Company's ability to continue as a ‘going concern'. In the Current year company has acquired and registered brand "HUP" and "Device of Turtle" and developed its new range of products and made some progress in that direction. After commercial launch of the products and based on future business operations of the Company has certainty. However, future cash flows and projected growth plans are critically dependent upon the materialization of viability of this event. Your Company has not shown any intention to liquidate the Company and is confident of reviving the Company's business given its reworked strategy. In fact, from the starting of financial year 2023, Company has started selling the inventories designed and manufactured. Accordingly, the financial results continue to be prepared on going concern basis which contemplates realization of assets and settlement of liabilities in the normal course of business and continuation of operations of the company under the brand.

The Company had given security deposit of Rs. 888.55 Lakhs to Directors in the year 2012 (refer note no 8 in the financial statements) for use of the premises situated at "Peninsula Centre" Dr. S.S. Rao Road, O_. Dr Ambedkar Road, Parel, Mumbai 400012 admeasuring 6959 Sq. Ft. saleable area consisting of certain units. In March 2023, due to stress in liquidity and working capital, the management of the Company has decided that there is no need of such premises considering current business operations and future business plans, Hence, the Company has decided not to occupy the premises going forward. Now, the security deposits given became receivable.

The Company has made communication with respective director/promoters against which positive confirmation is received from them confirming payment before 30^th September, 2023. 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 Mr. Nitin R. Joshi, Practicing Company Secretary (Certificate of Practice No. 1884 and Membership No. FCS- 3137) 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 2022-23. 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.

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 Act and Rules framed thereunder.

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

The Company has no subsidiary, Joint Venture and Associate Company as on 31^st March, 2023.

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.

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.

The Company has an elaborate risk policy defining 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. Although the Company is not mandatorily required to constitute the Risk Management Committee, in order to ensure effective risk management, the Board has constituted Risk Management Committee to monitor and review the key risks and adopt and implement measures to mitigate it.

The Audit Committee has additional oversight in the area of financial risks and controls.

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, 2023, 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 vii) 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.

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, 2023 are provided under Annexure - ‘C' to this report.

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 2023 is uploaded on the website of the Company and the web link of which is: https://huvl.in/ annual-reports/

The Company has complied with the applicable mandatory Secretarial Standards.

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 website of the Company at https://huvl.in/codes-of-conduct/5-code-of-conduct-for-preveniton-of-insider-trading/

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 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.

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.