Ajmera Realty & Infra India Ltd Directors Report

To the Members,

Ajmera Realty & Infra India Limited

The Directors of Ajmera Realty & Infra India Limited ("the Company") are pleased to present the 38^th Annual Report along with the Audited Standalone and Consolidated Financial Statements for the financial year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS:

( H In Lakhs)

	Standalone		Consolidated
Particulars	2024-2025	2023-2024	2024-2025	2023-2024
Revenue from Operations	53,267	48,900	73,795	69,996
Other Income	1,100	452	1,510	787
Total Income	54,367	49,352	75,305	70,783
Less: Total Expenditure	39,780	37,956	58,596	56,902
Profit/ (loss) before exceptional items and tax	14,587	11,396	16,709	13,881
Less: Exceptional Items	-	-	-	-
Profit before Tax (PBT)	14,587	11,396	16,709	13,881
Less: Tax Expenses	3,423	2,864	4,066	3,489
Profit After Tax (PAT) before Minority Interest	11,164	8,532	12,643	10,392
Less: Non-Controlling Interests	-	-	48	108
Other Comprehensive Income/ (loss)	25	(17)	25	(17)
Total Comprehensive Income	11,189	8,515	12,620	10,267

2. COMPANYS 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 H 10,392 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/-filingsdivided 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 Companys website at https://ajmera.com/policies/.

7. RESERVES:

During the year under review, a sum of H 1118.86

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 Honble 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 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 Companys website at https:// ajmera.com/annual-reports/

13. DIRECTORS AND KEY MANAGERIAL

PERSONNEL (KMP): a) Composition

As on 31^st March, 2025, the Companys 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 reappointment. 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 reappointments 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 Members 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 Members 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 Members 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:

Name of KMP	Date of appointment
1. Mr. Chandra Prakash Jugani	9th May, 2024
2. Mrs. Shweta Jhawar	13th July, 2024
3. Ms. Reema Solanki	4th February, 2025

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 Companys 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 Companys operations, industry outlook, business model, regulatory environment, and the roles, responsibilities, and rights of Independent Directors. The familiarization programmes are available on the Companys 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:

Name	Designation
Mr. Rajnikant S.	Chairman & Managing
Ajmera	Director
Mr. Manoj I. Ajmera	Managing Director
Mr. Nitin D. Bavisi	Chief Financial Officer
Mr. Chandra Prakash	Company Secretary &
Jugani	Compliance Officer (W.e.f. 9th May, 2024 to 12th July, 2024)
Mrs. Shweta Jhawar	Company Secretary & Compliance Officer (W.e.f. 13th July, 2024 to 4th September, 2024)
Ms. Reema Solanki	Company Secretary & Compliance Officer (W.e.f. 4th February, 2025)

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 Companys 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 arms 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 Companys 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 Companys 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 Companys 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 Companys Code of Conduct in a confidential and secure manner.

The Vigil Mechanism (Whistle Blower) Policy is available on the Companys 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 Companys 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 IEPF-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 COMPANYS 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 Companys 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 Companys 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:

Name of the Credit Rating Agency	Details of Credit Ratings obtained		Rating
CRISIL RATINGS LIMITED	Scale	Amount D ( Cr)
	Corporate	-	CRISIL A-/
	Credit Rating		Stable
	Long Term	500	CRISIL
	(Bank Loan)		A-/ Stable
	Rating		(Assigned)

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 Companys 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 Companys growth and success.

	For and on behalf of the Board of Directors
	For Ajmera Realty & Infra India Limited
	Sd/-
	Rajnikant S. Ajmera
Date: 24th July, 2025	Chairman & Managing Director
Place: Mumbai	DIN: 00010833