2. COMPANY’S PERFORMANCE:

On a consolidated basis, during the financial year
under review, the Company achieved a total revenue
of H73,795 Lakh, as compared to H69,996 Lakh in the
previous financial year. The profit before tax stood
at H16,709 (previous year: H13,881 Lakh), with a
tax provision of H4,066 Lakh (previous year: H3,489
Lakh). Consequently, the profit after tax was H12,643
Lakh, as against H10,392 Lakh in the previous
financial year.

The total comprehensive income for the year was
H12,620 Lakh, as compared to H10,267 Lakh in the
previous financial year.

On a standalone basis, during the financial year
under review, the Company achieved a total revenue
of H53,267 Lakh, as compared to H48,900 Lakh in the
previous financial year. The profit before tax stood at
H14,587 Lakh (previous year: H11,396 Lakh), with a
tax provision of H3,423 Lakh (previous year: H2,864
lakh). Consequently, the profit after tax was H11,164
Lakh, as against H8,532 Lakh in the previous financial
year.

The total comprehensive income for the year was
H11,189 Lakh, compared to H8,515 Lakh in the
previous financial year.

3. NATURE OF BUSINESS:

The Company is primarily engaged in the activities
of Real Estate development. There was no change
in nature of the business of the Company, during the
year under review.

4. MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION BETWEEN
THE END OF THE FINANCIAL YEAR AND
DATE OF THE REPORT:

There were no material changes and commitments
affecting the financial position of the Company
between the end of the financial year to which the
financial statements relate and the date of this report.

5. SHARE CAPITAL OF THE COMPANY:

As on 31^st March, 2025, the Authorized Share Capital
of the Company was H1,50,00,00,000/- (Rupees One
Hundred Fifty Crore only) divided into 15,00,00,000
Equity Shares of H10/- each.

Pursuant to the scheme of Demerger between the
Company and Radha Raman Dev Ventures Private
Limited (“RRDVPL”), a Wholly Owned Subsidiary
under Sections 230-232 of the Companies Act, 2013,
7,09,698 (Seven Lakh Nine Thousand Six Hundred
Ninety-Eight) new Equity Shares of H10/- each were
allotted to the equity shareholders of the Company.
After this allotment, the issued, subscribed and
paid up share capital is H36,19,45,730/- divided into
3,61,94,573 Equity Shares of H10/- each.

During the year under review, the Company has
issued and allotted 31,64,557 (thirty-one lakhs Sixty-
four Thousand Five Hundred and Fifty-seven) equity
shares at face value of H10/- each (Rupees ten only),
to the non-promoters on preferential basis.

As on 31^st March, 2025, after such allotment, the
issued, subscribed, and paid-up share capital is
H39,35,91,300/- divided into 3,93,59,130 Equity
Shares of H10/- each.

6. DIVIDEND & DIVIDEND POLICY:

Your directors have recommended a dividend of
H4.50/- per equity share (previous financial year
H4/- per equity share) of H10/- each, being 45%
(previous financial year 40%) on equity share capital
for the financial year ended 31^st March, 2025. The
dividend, if approved by the shareholder, will be
paid to those members whose names appear in the
Register of Members / List of Beneficial Owners as
on 2^nd September, 2025.

Pursuant to the provisions of Regulation 43A
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing
Regulations”), the Company has formulated the
Dividend Distribution Policy.

The policy is available on the Company's website at
https://ajmera.com/policies/.

7. RESERVES:

During the year under review, a sum of H1118.86
Lakhs (previous year H851.54 Lakhs) was transferred
to the General Reserve.

8. DEMERGER:

During the year under review, in accordance with
Sections 230 to 232 of the Companies Act, 2013,
and other applicable provisions of the Act read with
the Companies (Compromises, Arrangements and
Amalgamations) Rules, 2016, the Hon'ble National
Company Law Tribunal (NCLT), Mumbai Bench, vide
its order dated 4^th July, 2024, approved the Scheme
of Arrangement (Demerger) between Ajmera Realty
& Infra India Limited (“ARIIL”) and Radha Raman
Dev Ventures Private Limited (“RRDVPL”).

The purpose of the demerger was to segregate
the business relating to the development of a
commercial project spread over 6.5 acres into a
separate entity. This restructuring is intended to
enable a more focused and strategic approach to
unlock and capitalize on the growth potential of the
project.

As per the approved Scheme, one equity share of
ARIIL of H10/- each fully paid-up was to be issued
and allotted for every fifty equity shares of ARIIL of
H10/- each fully paid-up held by the shareholders.
Accordingly, the Company allotted 7,09,698 equity
shares of H10/- each to the shareholders of ARIIL.

All necessary statutory filings and formalities with
the Registrar of Companies (ROC) have been duly
completed in connection with the Scheme.

9. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES:

The Company has fifteen subsidiaries, one associate
and two joint ventures Companies.

Pursuant to the provisions of Section 129(3) of
the Companies Act, 2013 (‘the Act'), a statement
containing salient features of the financial statements
of the subsidiary, associate, and joint venture

companies, in Form AOC-1 is attached as Annexure
- A to the financial statements of the Company and
forms part of this Annual Report.

Further, no subsidiary, associate, or joint venture
company was formed or ceased to exist during the
financial year under review.

10. CONSOLIDATED AUDITED FINANCIAL
STATEMENTS:

Pursuant to the provisions of Sections 129 and 133 of
the Act read with the Companies (Accounts) Rules,
2014 and as required under Regulation 34 of the
SEBI Listing Regulations, the Company has prepared
Consolidated Audited Financial Statements.
These statements consolidate the financials of
the Company with those of its subsidiaries, joint
ventures, associates, and step-down subsidiaries, in
accordance with the applicable provisions of Indian
Accounting Standards (“Ind AS”).

The Consolidated Audited Financial Statements,
together with the Independent Auditors' Report
thereon, form an integral part of this Annual Report
and are annexed hereto.

A summary of the consolidated financial position is
presented under No. 1 above.

11. RISK MANAGEMENT:

The Company has established a comprehensive
Risk Management Policy that outlines a structured
approach to risk identification, assessment, and
mitigation. Periodic and detailed exercises are
undertaken to identify, evaluate, manage, and
monitor both business and non-business risks. The
Board of Directors regularly reviews the risk profile of
the Company and provides guidance on measures
to control and mitigate identified risks through a well-
defined risk management framework.

Pursuant to the provisions of Regulation 21 of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company
has constituted a Risk Management Committee
to oversee the risk management framework and
practices of the organization. As on 31^st March, 2025,
the Risk Management Committee comprised of Mr.
Rajnikant S. Ajmera, Chairman & Managing Director
of the Company as Chairman of the Committee and
Mr. Manoj I. Ajmera, Managing Director, Mr. Jayesh
J. Mehta, Independent Director as its members. The
Company Secretary and Compliance Officer acts as
the Secretary to the Committee.

The Committee is responsible for monitoring and
reviewing the risk management plan and ensuring
its effectiveness. The Audit Committee has additional
oversight in the area of financial risks and controls.
The major risks identified by the businesses and
functions are systematically addressed through
mitigating actions on a continuing basis.

12. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a)
of the Act, the Annual Return as on 31^st March, 2025
is available on the Company's website at https://
ajmera.com/annual-reports/

13. DIRECTORS AND KEY MANAGERIAL
PERSONNEL (KMP):

a) Composition

As on 31^st March, 2025, the Company's Board
comprises of six Directors, which includes one
Woman Independent Director. The Board has
an appropriate mix of Executive, Non-Executive,
and Independent Directors, in compliance with
the requirements of the Act and the SEBI Listing
Regulations. This composition is also aligned with
the best practices of Corporate Governance.

b) Retirement by rotation

In accordance with the provisions of Section 152(6)
of the Act, read with the Companies (Management
and Administration) Rules, 2014 and the Articles
of Association of the Company, Mr. Rajnikant S.
Ajmera (DIN: 00010833), Director, is liable to retire
by rotation at the ensuing Annual General Meeting
and, being eligible, has offered himself for re¬
appointment. Based on the recommendation of the
Nomination and Remuneration Committee, the Board
of Directors recommends his re-appointment to the
members of the Company.

c) Appointment and Re-appointment of Directors:

> Details of the appointments and re¬
appointments made during the year under
review are as follows:

Upon the recommendation of the Nomination
and Remuneration Committee and the approval
of the Board of Directors of the Company and in
terms of the provisions of the Act, the following
appointments and re-appointments were made
during the financial year:

i) Mr. Sanjay C. Ajmera (DIN: 00012496),
Director, who retired by rotation at the

37^th Annual General Meeting of the
Company held on 9^th August, 2024,
was re-appointed by the members as a
Director of the Company in accordance
with the provisions of Section 152(6) of the
Companies Act, 2013;

ii) Mr. Rajnikant S. Ajmera (DIN: 00010833),
Chairman & Managing Director, was re¬
appointed for a consecutive term of five
years by the members at the 37^th Annual
General Meeting held on 9^th August, 2024,
commencing from 1^st August, 2024 and
will continue until 31^st July, 2029;

iii) Mrs. Hemanti P. Sutaria (DIN: 00090757)
was appointed as an Additional Director
(Non-Executive Independent) of the
Company with effect from 11^th May, 2024.
In accordance with the provisions of
Section 149 of the Act read with Schedule
IV thereto and the applicable SEBI Listing
Regulations, Mrs. Hemanti P. Sutaria was
appointed as Non-Executive, Independent
Woman Director of the Company, not
liable to retire by rotation, for a term of five
consecutive years commencing from 11^th
May, 2024 to 10^th May, 2029. A Special
Resolution seeking Member's approval for
her appointment is being sought through
Postal Ballot Process and resolution was
considered to be passed on 22^nd June,
2024, being last date of remote e-voting.
In the opinion of the Board, Mrs. Hemanti
P. Sutaria is a person of integrity and fulfils
requisite conditions as per applicable laws
and is independent of the management of
the Company;

iv) Mr. Jayesh J. Mehta (DIN: 00030636) was
appointed as an Additional Director (Non¬
Executive Independent) of the Company
with effect from 11^th August, 2024. In
accordance with the provisions of Section
149 of the Act read with Schedule IV
thereto and the applicable SEBI Listing
Regulations, Mr. Jayesh J. Mehta was
appointed as Non-Executive, Independent
Director of the Company, not liable to retire
by rotation, for a term of five consecutive
years commencing from 11^th August,
2024 to 10^th August, 2029. A Special
Resolution seeking Member's approval for
his appointment is being sought through

Postal Ballot Process and resolution was
considered to be passed on 9^th November,
2024, being last date of remote e-voting.
In the opinion of the Board, Mr. Jayesh J.
Mehta is a person of integrity and fulfils
requisite conditions as per applicable laws
and is independent of the management of
the Company;

v) Mrs. Shruti A. Shah (DIN: 08337714)
was appointed as an Additional Director
(Non-Executive Independent) of the
Company with effect from 14^th November,
2024. In accordance with the provisions
of Section 149 of the Act read with
Schedule IV thereto and the applicable
SEBI Listing Regulations, Mrs. Shruti A.
Shah was appointed as Non-Executive,
Independent Director of the Company, not
liable to retire by rotation, for a term of five
consecutive years commencing from 14^th
November, 2024 to 13^th November, 2029.
A Special Resolution seeking Member's
approval for her appointment is being
sought through Postal Ballot Process and
resolution was considered to be passed
on 22^nd December, 2024, being last date
of remote e-voting. In the opinion of the
Board, Mrs. Shruti A. Shah is a person of
integrity and fulfils requisite conditions as
per applicable laws and is independent of
the management of the Company;

> Appointment of Key Managerial Personnel
(“KMP”):

In accordance with the provisions of Section
203 of the Act, read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, and Regulation 6 of
the SEBI Listing Regulations, following are the
details of appointment of Company Secretary
& Compliance Officer to fill the casual vacancy
arising from the resignation of previous
Company Secretary:

d) Cessation:

i) Mr. Ambalal C. Patel ceased to be an
Independent Director of the Company w.e.f.
11^th May, 2024, upon completion of his tenure
as an Independent Director;

ii) Mrs. Aarti M. Ramani ceased to be an
Independent Director of the Company w.e.f.
11^th August, 2024, upon completion of her
tenure as an Independent Woman Director;

iii) Mr. Kulumani G. Krishnamurthy ceased to be
an Independent Director of the Company w.e.f.
26^th September, 2024, following his resignation
from the Board;

iv) Mr. Chandra Prakash Jugani, Company
Secretary & Compliance Officer of the Company
resigned from his position w.e.f. close of
business hours on 12^th July, 2024;

v) Mrs. Shweta Jhawar, Company Secretary &
Compliance Officer of the Company resigned
from his position w.e.f. close of business hours
on 4^th September, 2024;

e) Declaration from Independent Directors:

In accordance with the provisions of Section 149(6)
of the Act and Regulation 16(1)(b) of the SEBI Listing
Regulations, the Company has received declarations
from all Independent Directors confirming that they
meet the criteria of independence as laid down
under the applicable laws. Further, in compliance
with Regulation 25 of the SEBI Listing Regulations,
each Independent Director has also affirmed that
they are not aware of any circumstance or situation
which exists or may reasonably be anticipated that
could impair or impact their ability to discharge their
duties as Independent Directors of the Company
with an objective, independent judgment and without
any external influence.

All Independent Directors have additionally
confirmed their compliance with the provisions of
Schedule IV of the Companies Act, 2013 (Code
for Independent Directors) and the Company's
Code of Conduct. In accordance with Rule 6(3) of
the Companies (Appointment and Qualification of
Directors) Rules, 2014, the Independent Directors
have also submitted declarations confirming the
inclusion of their names in the data bank maintained
by the Indian Institute of Corporate Affairs (IICA),
which is to be maintained throughout their tenure.

The Company further confirms that none of its
Directors are disqualified from being appointed or
continuing as Directors in terms of Section 164 of the
Companies Act, 2013. All necessary disclosures, as
required under various provisions of the Act and the
SEBI Listing Regulations, have been duly made by
the Directors.

In the opinion of the Board, all Independent Directors
are persons of integrity, possess the requisite
qualifications, expertise, and experience, and
continue to remain independent of the management.

f) Board Evaluation:

In accordance with the provisions of the Act and the
SEBI Listing Regulations, the Board of Directors has
formulated a policy for performance evaluation of the
Chairman, the Board as a whole, individual Directors
(including Independent Directors), and various
Committees of the Board. The policy also includes
specific criteria for evaluating the performance of
both Executive and Non-Executive Directors.

The Nomination and Remuneration Committee
has laid down the methodology for conducting
an effective evaluation of the performance of the
Board, its committees, and individual Directors. The
Committee has further authorized the Board to carry
out the said evaluation.

Based on the framework provided by the Committee,
the Board devised structured questionnaires tailored
to the business operations of the Company and
the expectations placed on each Director. These
questionnaires serve as the basis for assessing the
overall effectiveness of the Board, its committees,
and individual members.

The performance of each Committee was carried out
by the Board based on the reports submitted by the
respective Committees. Similarly, the performance of
individual Directors was assessed, and the findings
of these evaluations were reviewed by the Chairman
of the Board.

The evaluation framework for assessing the
performance of Directors includes, but is not limited
to, the following key parameters:

i) Attendance at Board and Committee meetings;

ii) Quality of contributions to Board deliberations;

iii) Strategic perspective or inputs regarding future
growth of the Company and its performance; and

iv) Providing perspective and feedback
going beyond information provided by the
management.

The Company has also put in place a structured
familiarization programme for its Independent
Directors. The programme is designed to provide
insights into the Company's operations, industry
outlook, business model, regulatory environment, and
the roles, responsibilities, and rights of Independent
Directors. The familiarization programmes are
available on the Company's website at the following
link: https://ajmera.com/policies/.

g) KEY MANAGERIAL PERSONNEL (KMP):

The details of Key Managerial Personnel of the
Company are as follows:

14. MANAGERIAL REMUNERATION AND OTHER
DETAILS:

Disclosure pertaining to remuneration and other
details as required under Section 197 of the
Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in
this Report as Annexure - B, which forms an integral
part of this Annual Report.

The statement containing particulars of employees
as required under Section 197(12) of the Act read
with Rules 5(2) and 5(3) of the said Rules is provided
in a separate annexure forming part of this Report. In
accordance with the provisions of Section 136 of the
Companies Act, 2013, the Annual Report, including
the financial statements, is being sent to the members
excluding the aforementioned annexure. The said

annexure is available for inspection by members at
the registered office of the Company during business
hours. Any member interested in obtaining a copy
of the same may write to the Company Secretary
and Compliance Officer, and it will be provided upon
request.

15. REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Act
and Regulation 19 of the SEBI Listing Regulations
and based on the recommendation of the
Nomination and Remuneration Committee, the Board
of Directors has adopted a comprehensive policy
for the selection and appointment of Directors, Key
Managerial Personnel (KMP), Senior Management
Personnel (SMP), and other employees. The policy
also outlines the framework for determining their
remuneration. The policy lays down the criteria for
qualifications, positive attributes, independence of
directors, and other relevant matters pertaining to
their appointment and remuneration.

The Nomination and Remuneration Policy is available
on the Company's website at https://ajmera.com/
policies/.

16. MEETINGS OF THE BOARD:

Seven (7) meetings of the Board were held during
the year under review. For details of meetings of the
Board, please refer to the Corporate Governance
Report, which forms part of this report. The
intervening gap between the two consecutive
meetings was within the period prescribed under
the Act and SEBI Listing Regulations.

17. COMMITTEES OF THE BOARD:

Details of the Committees constituted by the Board
in accordance with the provisions the Act and SEBI
Listing Regulations, including their composition,
any changes therein during the year, as well as
the number and dates of meetings held during the
year under review, are provided in the Corporate
Governance Report, which forms part of this Annual
Report.

18. AUDIT COMMITTEE AND ITS COMPOSITION:

The composition and details of the Audit Committee
are provided in the Corporate Governance Report,
which forms part of this Annual Report.

19. DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(3)
(c) read with Section 134(5) of the Act, the Board of

Directors, to the best of its knowledge and ability,
confirm that:

i. In the preparation of the annual accounts, 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 are
reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company
at the end of the financial year and of the profit
of the Company for that period;

iii. The directors have 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;

iv. The directors have prepared the annual
accounts on a going concern basis;

v. The directors have laid down internal financial
controls to be followed by the Company and
such internal financial controls are adequate
and operating effectively;

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.

20. PUBLIC DEPOSITS:

The Company has not accepted any deposits from
public within the meaning of Sections 73 and 76
of the Act read with Companies (Acceptance of
Deposits) Rules, 2014 and as such, no amount
on account of principal or interest on deposits
from public was outstanding as on the date of the
balance sheet.

21. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SECTION 188(1) OF THE ACT:

All contracts, arrangements, and transactions
entered into by the Company with related parties
during the year under review were in the ordinary
course of business and on an arm's length basis.

During the year under review, the Company did not
enter into any material related party transactions
falling within the scope of Section 188(1) of the

Companies Act, 2013. Accordingly, the disclosure
of particulars of such transactions in Form AOC-2,
as required under Section 134(3)(h) of the Act, is not
applicable.

In accordance with the provisions of Regulation 23 of
SEBI Listing Regulations, the Company has adopted
a policy on related party transactions. The policy
is available on the Company's website at https://
ajmera.com/policies/

22. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:

The particulars of loans given, guarantees provided,
and investments made by the Company, as required
under Section 186 of the Act are disclosed in the
financial statements, which form part of this Annual
Report.

23. CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES:

The Company's CSR initiatives and activities are
aligned with the provisions of Section 135 of the
Companies Act, 2013. A brief outline of the CSR
Policy, along with the details of initiatives undertaken
by the Company during the year under review, is
provided in Annexure - C of this Report, in the format
prescribed under the Companies (Corporate Social
Responsibility Policy) Rules, 2014.

The CSR Policy is available on the Company's
website at: https://ajmera.com/policies/

For further details regarding the CSR Committee,
including its composition and responsibilities, please
refer to the Corporate Governance Report, which
forms part of this Annual Report.

24. WHISTLE BLOWER / VIGIL MECHANISM
POLICY:

The Company has adopted a Whistle Blower Policy
and established a vigil mechanism in accordance
with the provisions of Section 177(9) of the Companies
Act, 2013 and Regulation 22 of the SEBI Listing
Regulations. This mechanism enables employees,
Directors, and stakeholders to report concerns about
unethical behaviour, actual or suspected fraud, or
violation of the Company's Code of Conduct in a
confidential and secure manner.

The Vigil Mechanism (Whistle Blower) Policy is
available on the Company's website at https://
ajmera.com/policies/

25. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:

In accordance with the provisions of Section 134(3)
(m) of the Act, read with Rule 8 of the Companies
(Accounts) Rules, 2014, the requisite information
relating to Conservation of Energy, Technology
Absorption, and Foreign Exchange Earnings and
Outgo is provided in Annexure - D, which forms a
part of this Report.

26. STATUTORY AUDITORS:

In accordance with the provisions of Section 139
of the Act read with the Companies (Audit and
Auditors) Rules, 2014, the shareholders of the
Company, at their 35^th Annual General Meeting held
on 25^th August, 2022, appointed M/s. V Parekh &
Associates, Chartered Accountants, Mumbai (Firm
Registration No. 107488W) as the Statutory Auditors
of the Company, to hold office for a term of five
consecutive years, i.e., from the conclusion of the
35^th Annual General Meeting until the conclusion of
the 40^th Annual General Meeting, to be held for the
financial year ending 31^st March, 2027.

M/s. V Parekh & Associates have furnished a written
confirmation that they continue to satisfy the eligibility
criteria prescribed under Sections 139 and 141 of
the Act and the Companies (Audit and Auditors)
Rules, 2014, and are not disqualified from continuing
as Statutory Auditors of the Company.

27. SECRETARIAL AUDITORS:

In accordance with the provisions of Regulation 24A
of the SEBI Listing Regulations and Section 204 of
the Act, the Board of Directors, at their meeting held
on 14^th May, 2025, based on the recommendation
of the Audit Committee, approved the appointment
of Ms. Shreya Shah, Practicing Company Secretary,
a peer-reviewed firm (COP 15859 / Peer review
certificate No.: 1696/2022), as Secretarial Auditors
of the Company for a term of five consecutive years,
commencing from FY 2025-26 to FY 2029-30,
subject to the approval of the shareholders at the
ensuing Annual General Meeting.

The Secretarial Audit Report is annexed to this Report
as Annexure - E and forms a part of this Report.

28. INTERNAL AUDITORS:

In accordance with the provisions of Section 138 of
the Act, read with the Companies (Accounts) Rules,
2014, Mr. Vinay Parekh continues to serve as the

Internal Auditor of the Company. He is responsible
for monitoring and evaluating the efficacy and
adequacy of the Company's internal control systems,
and for ensuring compliance with operating systems,
accounting procedures, and policies across all
locations of the Company. His findings and audit
reports are periodically submitted to the Audit
Committee for review and for necessary corrective
actions, wherever required.

29. COST RECORDS AND COST AUDITORS:

During the year under review, your Company is
required to maintain cost records in accordance
with the provisions of Section 148(1) of the Act,
read with the Companies (Cost Records and Audit)
Rules, 2014, for the Construction industry, and
accordingly such accounts and records are made
and maintained by your Company.

The said cost accounts and records are also
required to be audited pursuant to the provisions
of Section 148 of the Companies Act, 2013, read
with notifications / circulars issued by the Ministry of
Corporate Affairs from time to time, and accordingly
as per the recommendation of the Audit Committee,
the Board of Directors has appointed M/s. , D R
Mathuria & Co., Cost Accountants, as the Cost
Auditors of the Company for the FY 2025- 26. The
resolution for ratification of the remuneration payable
to the Cost Auditors by the shareholders for the FY
2025-26 is included in the notice of the ensuing
Annual General Meeting.

30. COMMENTS ON QUALIFICATION BY STATUTORY
AUDITORS AND SECRETARIAL AUDITORS:

The Statutory Auditors' Report does not contain any
qualifications, observations, or adverse remarks.

Further, the Secretarial Audit Report issued by Mrs.
Shreya Shah, Secretarial Auditors, does not contain
any qualifications, reservations, adverse remarks,
or disclaimers. However, the report includes certain
observations, to which the Board has provided
appropriate explanations, as detailed below:

i. Delay in filing e-Form MGT-15 as a report of 37^th
Annual General Meeting, filed with delay due
to technical glitch whereas the timely payment
could not be processed was self-explanatory.

ii. Delay in filing of e-Form MGT-14 filed for
registering the resolution passed by the Finance
Committee of the Board for creation of security
and issuance of Corporate Guarantee to Shree
Yogi Realcon Private Limited, e-Form MGT-14

filed for appointment of Mr. Jayesh Mehta as
Independent Director, e-Form MGT-14 filed for
appointment of Ms. Shruti Shah as Independent
Director, e-Form I EPF-1 filed as Statement of
amounts credited to IEPF, e-Form IEPF-2 filed as
Statement of Unpaid and Unclaimed amounts:
Inadvertent delay in filing such e-forms was due
to absence of a Compliance Officer during the
period. The form was subsequently filed with
late fees.

iii. Comments of management on the observations
relating Regulation 6(1), Regulation 42 (2) and
Regulation 30 read with Clause 2 of Part A of
Schedule III of SEBI Listing Regulations are
explained in Secretarial Compliance Report
submitted with the Stock Exchanges.

Further, none of the Auditors of the Company have
reported any fraud as specified under the second
proviso of Section 143(12) of the Act.

31. MANAGEMENT DISCUSSION AND ANALYSIS
AND CORPORATE GOVERNANCE REPORT:

In accordance with the provisions of Regulations
34(2) and 34(3) read with Schedule V of the SEBI
Listing Regulations, the following reports and
declarations form an integral part of this Annual
Report and are annexed accordingly:

• Management Discussion and Analysis Report

• Corporate Governance Report

• Declaration regarding compliance with the
Code of Conduct by the Directors and Senior
Management

• MD & CFO certification under Regulation 17 (8)
of the SEBI Listing Regulations

• Certificate from a Practicing Company Secretary
confirming that none of the Directors on the
Board of the Company have been debarred or
disqualified from being appointed or continuing
as Directors of companies.

• Certificate from the Statutory Auditors regarding
compliance with the conditions of Corporate
Governance

32. DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE:

During the year under review, no significant or
material orders were passed by any regulator, court,

or tribunal which would impact the going concern
status of the Company or have any bearing on its
future operations.

33. INTERNAL FINANCIAL CONTROL WITH
REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has established a robust and
adequate system of internal controls, commensurate
with the nature, size, and complexity of its business
operations. These internal control systems consist of
well-documented policies and procedures designed
to ensure:

• Accuracy and reliability of financial reporting;

• Adherence to internal policies and standard
operating procedures;

• Compliance with applicable laws and
regulations;

• Efficient and economical use of resources;

• Safeguarding of the Company's assets against
loss or unauthorized use.

The internal control framework is regularly reviewed
and strengthened, as necessary, to align with evolving
business needs and regulatory requirements.

34. INVESTORS EDUCATION AND PROTECTION
FUND (IEPF):

In accordance with the provisions of Section 124(5)
of the Act, read with the Investor Education and
Protection Fund (Accounting, Audit, Transfer and
Refund) Rules, 2016 (“IEPF Rules”), all unpaid or
unclaimed dividends are required to be transferred
by the Company to the Investor Education and
Protection Fund (IEPF) Authority, established by the
Government of India, after the completion of seven
years from the date of transfer to the unpaid dividend
account. Further, in accordance with Section 124(6)
of the Act, read with the IEPF Rules, all shares in
respect of which dividend has not been claimed or
paid for seven consecutive years, or more are also
required to be transferred to the IEPF Authority.

In compliance with the above provisions, during the
financial year under review, the Company transferred
29,698 equity shares to the IEPF Authority, in respect
of which the dividend had remained unpaid or
unclaimed up to the financial year 2016-17.

Additionally, in accordance with Sections 124(5) and
125 of the Act, and the relevant Rules, an amount
of H14,27,817/- representing unpaid/unclaimed
dividend for the financial year 2016-17 was also
transferred to the IEPF Authority during the year
under review.

The unpaid and unclaimed dividend amount
pertaining to the financial year 2017-18 is due for
transfer to the Investor Education and Protection
Fund (IEPF) in the month of October 2025, in
accordance with the applicable provisions of the Act,
and the IEPF Rules. The details of such unclaimed
dividends are available on the Company's website
at https://ajmera.com/iepf/

35. CREDIT RATINGS:

During the year under review, on 6^th August, 2024,
CRISIL Ratings Limited assigned the following credit
ratings:

36. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised appropriate systems and
procedures to ensure compliance with all applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India. The Company is
committed to adhering to these standards in both
letter and spirit going forward.

37. INFORMATION UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013:

The Company has complied with the provisions
relating to the constitution of the Internal Committee in
accordance with Section 4 of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

During the year under review, no complaint was
received before the Internal Committee. Accordingly,
no complaints were pending for resolution during the

year, and there were no cases pending for more than
ninety days as on the end of the financial year.

The Company has complied with all applicable
provisions of the Maternity Benefit Act, 1961,
including those relating to maternity leave, benefits,
and other entitlements provided to eligible women
employees during the year under review.

38. DETAILS OF PROCEEDINGS UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016:

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

39. VALUATION:

During the year under review, the Company did
not undertake any one-time settlement of loans
or financial assistance from Banks or Financial
Institutions. Consequently, there was no requirement
to carry out any asset valuation for this purpose.

40. TRANSFER OF UNCLAIMED SHARES TO
UNCLAIMED SUSPENSE ACCOUNT OF THE
COMPANY:

During the financial year under review, the Company
transferred shares to the Unclaimed Suspense
Account as specified under Schedule V of the SEBI
Listing Regulations. The details of the number of
shares transferred to the Unclaimed Suspense
Account are provided in the Corporate Governance
Report, which forms part of this Annual Report.

41. APPRECIATION:

The Directors express their sincere appreciation to
all employees of the Company for their dedication,
commitment, and continued contributions. The
Board also extends its gratitude to the Company's
customers, vendors, investors, and bankers for their
unwavering support and trust.

The Board places on record its deep appreciation for
the valuable contributions made by every member
of the Ajmera family, which continue to drive the
Company's growth and success.