Ajmera Realty & Infra India Ltd Directors Report

DEAR MEMBERS,

Your Directors are pleased to present 37^th Annual Report of Ajmera Realty & Infra India Limited ("the Company") together with the Audited Financial Statements for the year ended March 31,2024.

1. FINANCIAL HIGHLIGHTS:

( In Lakhs)

Key Financial Indicators	Standalone		Consolidated
	2023-2024	2022-2023	2023-2024	2022-2023
Revenue from Operations	48,900.47	36,102.21	69,996.23	43,110.45
Other Income	451.64	533.49	786.95	952.72
Total Income	49,352.11	36,635.70	70,783.18	44,063.18
Total Expenditure	37,955.52	27,148.12	56,902.29	34,444.52
Profit before share of profit/(loss) of Associate/ Joint Venture	11,396.59	9,487.58	13,880.89	9,618.65
Share of profit/(loss) of Associate/Joint Venture	-	-	-	-
Profit before Tax (PBT)	11,396.59	9,487.58	13,880.89	9,618.65
Tax Expenses	2,863.77	2,387.83	3,488.63	2,459.98
Profit After Tax (PAT)	8,532.82	7,099.74	10,392.26	7,158.67
Non-Controlling Interests	-	-	107.56	8.70
Other Comprehensive Income/ (loss)	(17.47)	26.40	(17.47)	26.40
Total Comprehensive Income	8,515.35	7,126.15	10,267.23	7,176.37
Opening Balance in Statement of Surplus of Profit and Loss	50,948.65	45,333.52	58,190.88	52,530.56
Amount available for appropriation	59,464.01	52,459.67	68,458.11	59,706.93
Less: Dividend Paid	1,064.53	798.41	1,064.55	798.41
Less : Transfer to General Reserve	851.54	712.62	1,026.72	717.64
Closing Balance in Statement of Surplus of Profit and Loss	57,547.93	50,948.65	66,366.84	58,190.88

2. REVIEW OF OPERATIONS Consolidated:

The Consolidated turnover of the Company is Rs 69,996.23 Lakhs as against Rs 43,110.45 Lakhs for the previous Financial Year. The PBT stood at Rs 13,880.89 Lakhs in the FY 2023-24 as compared to Rs 9,618.65 Lakhs in previous Financial Year. Whilst the Standalone turnover stood at Rs 48,900.47 Lakhs as compared to Rs 36,102.21 Lakhs in the previous Financial Year under review and PBT stood at Rs 11,396.59 Lakhs in FY 2023-24 as compared to Rs 9,487.59 Lakhs of previous Financial Year.

3. SHARE CAPITAL

The authorized share capital of the Company is

Rs 1,50,00,00,000/- (Rupees One hundred and Fifty Crores) divided into 15,00,00,000 (Fifteen Crores) no. of equity shares of Rs 10/- each. The issued

and paid up capital of the company consist of Rs 35,48,48,750/- (Rupees Thirty Five Crores Forty Eight Lakhs Forty Eight Thousand Seven Hundred and Fifty) divided into 3,54,84,875 equity shares of Rs 10/- each.

The Company has neither issued shares with differential rights as to the dividend, voting or otherwise nor issued sweat equity shares. There is no scheme for employee stock option or provision of money for shares of the Company to the employees or Directors of the Company.

The Company did not issue any bonus shares for the FY 2023-24, nor has company bought back any of its securities during the year under review. Also, no funds have been raised through preferential allotment or qualified institutional placement during the FY 2023-24.

4. DEPOSITORY SYSTEM:

Your Companys equity shares are available for dematerialisation through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2024, 99.91% of the equity shares of the Company were held in dematerialised form.

5. DIVIDEND

Based on the overall Companys performance, the Directors are pleased to recommend a dividend of Rs 4.00/- (40%) per share on 3,54,84,875 Equity Shares of 10/- each of the Company for the FY 2023-24. The total quantum of the payout, if approved by the members at the ensuing Annual General Meeting (AGM), will be Rs 1,419.40/- Lakhs

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source as per applicable tax rates.

The Dividend, if approved at the AGM, will be paid to:

(a) All members whose names appear on Register of Members of the Company as on Friday, August 02, 2024, and

(b) To those whose names appear as beneficial owner, as on Friday, August 02, 2024 as furnished by National Securities Depositories Ltd. and Central Depository Services (India) Ltd. for the purpose.

6. SECRETARIAL STANDARDS

Your Company has complied with Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India ("ICSI").

7. RESERVES

Your Company has transferred Rs 851.54 Lakhs to Reserves during the Financial Year.

8. DEPOSITS

Your Company has not accepted any Deposits during the Financial Year and hence provisions of the Act, relating to acceptance of Public Deposits are not applicable to the Company.

9. LOANS AND INVESTMENTS

Details of loans, guarantee and investments under the provisions of section 186 of the Companies Act, 2013 read with the Companies (Meeting of Board and its powers) Rules, 2014 as on March 31, 2024 are set out in Notes 5 & 6 of the Standalone Financial Statements of the Company.

10. MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report. It speaks about overall industry structure, global and domestic economic scenarios, developments in business operations / performance of the Companys various projects, internal controls and their adequacy, risk management systems and other material developments during the FY 2023-24.

11. CORPORATE GOVERNANCE

The Securities and Exchange Board of India has prescribed certain corporate governance standards vide Regulations 24 and 27 of the Listing Regulations. Your Directors re-affirm their commitments to these standards and a detailed Report on Corporate Governance together with the Auditors Certificate on its compliance is annexed hereto.

12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

In compliance with the Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circulars issued from time to time, the Business Responsibility and Sustainability Reporting for the financial year ended March 31, 2024 has been separately furnished in the Annual Report and forms a part of the Annual Report.

13. SUBSIDIARIES, ASSOCIATES & JOINT VENTURES

The details of financial statements of all Subsidiaries, Associates & Joint Ventures of the Company in the prescribed Form AOC-1 "Annexure-I" forms part of consolidated financial statements in compliance with Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014. The said format highlights the financial performance of each of the Subsidiaries, Associates & Joint Venture companies included in consolidated financial statements of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

In accordance with Section 136 of the Companies Act, 2013, the consolidated financial statements along with the financial statements, other documents required to be attached and audited financial statements of each of the subsidiary and associate companies are available for inspection by the members at the registered office of the Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) and the same are also available on the website under https://ajmera. com/investor-corner/annual-reports/

The Company has formulated policy for determining material subsidiaries. The policy may be accessed on the website of the Company (https://ajmera. com/wp-content/uploads/2022/10/policy-for- determining-material-subsidiaries.pdf) .

Material Unlisted Subsidiary

During the year under review, your Company has one material unlisted subsidiaries as per provision of the SEBI (LODR), Regulation, 2015 which is Ajmera Mayfair Global WLL.

The audit committee of the company have reviewed the financial statements, in particular the investments, if any made by Ajmera Mayfair Global WLL during the financial year under the review. Also all the significant transactions and arrangements made by Ajmera Mayfair Global WLL were brought to the notice of Board of Directors of the Company.

Companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year:

Ajmera Luxe Realty Private Limited have become joint venture of the Company with effect from 30^th January 2023.

New Horizon Acres Private Limited was incorporated as Wholly Owned Subsidiary of the Company. Incorporation date of the New Horizon Acres Private Limited is 3^rd January, 2024.

14. RELATED PARTY TRANSACTIONS

All contracts /arrangements/transactions entered by the Company with Related Parties were in ordinary course of business and at arms length basis.

During the year under review, the Company has not entered into any contracts/ arrangements/ transactions were related parties qualify as material in accordance with the policy of the Company on materiality of related party transactions or as per the provision of Listing Regulation.

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related party Transactions formulated by the Company. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

The details of related party transactions as per Indian Accounting Standards (IND AS)-24 are set out in Note 44 to the standalone Financial Statements of the Company.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, the Board of Directors at its meeting held on November 01, 2023 on recommendation of the Nomination and Remuneration Committee,

and approved of the Shareholders of the Company through Postal Ballot on January 11, 2024, Mr. K. G. Krishnamurthy (DIN: 00012579) was re-appointed as an Independent Director, not liable to retire by rotation, for the second consecutive term of five years, i.e., from November 5, 2023 to November 4, 2028 (both days inclusive).

Mr. Sanjay C. Ajmera (DIN: 00012496), retires by rotation and being eligible offers himself for re-appointment. A resolution seeking shareholders approval for his re-appointment along with other required details forms part of the notice.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses, if any.

Pursuant to the provisions of Section 203 of the Act following are the Key Managerial personnel of the Company as per the provisions of Companies Act, 2013 and rules made there under:

• Mr. Manoj I. Ajmera - Managing Director

• Mr. Nitin D. Bavisi - Chief Financial Officer

• Mr. Chandra Prakash Jugani - Company Secretary*

• Mr. Kartik Sharma - Company Secretary**

• Mr. Vinit Tanna - Company Secretary**

Note :

** During the period under the review Mr. Vinit Tanna has resigned from the post of Company Secretary & Compliance Officer w.e.f. 15^th May, 2023 and Mr. Kartik Sharma was appointed as Company Secretary & Compliance Officer w.e.f. 25^th July, 2023 who resigned from the post of Company Secretary & Compliance Officer w.e.f. 21^st March, 2024.

• Mr. Chandra Prakash Jugani has been appointed as a Company Secretary & Compliance Officer w.e.f. from 9^th May, 2024.

16. NUMBER OF BOARD MEETINGS

During FY 2023-24, 4 (Four) Board Meetings were held details of which, along with particulars of attendance of the Directors at each of the Board Meetings are given in the Corporate Governance Report of the Company, which forms a part of this report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

17. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the Certificate of Independence from all the Independent Directors pursuant to Section 149 of the Act and Regulation 16 of the Listing Regulations, confirming and certifying that they have complied with all the requirements of being an Independent Director of the Company.

The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct. The Company has also received declarations under Regulation 25(8) of Listing Regulations from the Independent Directors confirming that they were no existence or anticipation of any circumstances during the year that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

18. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR

The Company has in place a system to familiarize the Independent Directors with the organization, its operations, business, technologies, and on-going events. The details of familiarization programme are disclosed on the Companys website on the web link https://ajmera.com/wp-content/uploads/7077/10/ familiarisation-programme-for-independent- directors.pdf

STATEMENT REGARDING OPINION OF THE BOARD WITH INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDEMT DIRECTORS APPOINTED DURING THR YEAR.

The composition of the Board is in conformity with Section 149 of the Act and Regulation 17 of the Listing Regulations. The Board comprises of 6 (Six) Directors out of which 3 (Three) are Executive Directors and 3 (Three) are Non-Executive Independent Directors.

Based on recommendation of the NRC, the Board re- appointed Mr. K. G. Krishnamurthy (DIN: 00012579) as an Independent Director, not liable to retire by rotation, for the second consecutive term of five years, i.e., from November 5, 2023 to November 4, 2028 (both days inclusive) and same was approved by the members through postal ballot on January 11,2024.

Mr. K. G. Krishnamurthy has vast experience of over three decades in the real-estate sector and has been widely consulted by the industry on real estate matters. He has advised International and Domestic real estate funds having an aggregate corpus of INR 71 billion and has offered his services to the Asian Development Bank to develop a housing package for Project affected individuals under Karnataka Urban Infrastructure Project and also to the USAID to build up a mortgage market in Sri Lanka.

His contribution the Board and business of the Company through financial his expertise, business acumen ship along with strategic guidance left an indelible mark on our Company.

COMMITTEE OF THE BOARD

The Company has constituted the following Statutory Committees of the Board of Directors:-

1. Audit Committee;

2. Stakeholders Relationship Committee;

3. Corporate Social Responsibility Committee;

4. Nomination and Remuneration Committee;

5. Risk Management Committee; and

6. Committee of Independent Directors.

The Report of Corporate Governance contains the details of the composition of each of the above Committees, their respective role and responsibilities.

19. PECUNIARY RELATIONS

The Non-executive Directors including Independent Directors, apart from receiving Directors remuneration by way of sitting fees and reimbursement expenses for attending Board and its Committee meetings do not have any other material pecuniary relationship or transactions with the Company. No commission on the net profit of the Company is paid to any Director.

20. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The remuneration paid to Directors is in accordance with Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The information required under section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors /employees of the Company is set out in the "Annexure-II" to this report.

Further information as required as per the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, "(including amendments thereof), forms part of this report. However, the above-mentioned statement is not being sent to the members along with the Annual Report in accordance with the provisions of Section 136 of the Act.

The aforesaid information is available for inspection by the members up to the date of this Annual General Meeting (AGM), on all working days, during business hours, at the Registered Office of the Company. Members who are interested in obtaining the said particulars may please write to the Company at investors@ajmera.com .

The Managing Director of the Company has not received any remuneration or commission from any of Companys subsidiary.

21. NOMINATION AND REMUNERATION POLICY

The Company has adopted Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with Rules issued there under and SEBI Listing Regulations.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive Director, and Independent Directors on the Board of Directors of the Company and persons in Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under subsection (3) of section 178 of Companies Act, 2013 (including any statutory modification(s) or re- enactment (s) thereof for time being in force).

The salient features of the Policy is set out in the Corporate Governance Report which forms part of this Annual Report. The Policy is also available on the website of the Company https://ajmera.com/ wp-content/uploads/2022/10/nomination-and- remuneration-policy.pdf

22. PERFORMANCE EVALUATION

The Company has devised a policy for performance evaluation of the Board, committees, and other individual Directors (including independent Directors) which include criteria for performance evaluation of the non-executive Directors and executive Directors. The evaluation process inter- alia considers attendance of the Directors at the Board and Committee meetings, acquaintance with business, communication inter-se Board Members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by the global peers, etc., which is in compliance with applicable laws, regulations and guidelines.

The Board carried out annual performance evaluation of the Board, Board Committee and individual Directors and Chairperson. The Chairman of the respective Board Committee shared the report on evaluation with the respective committee members. The performance of each committee was evaluated by the Board, based on report of evaluation received from respective Board Committees.

The reports on performance evaluations of the individual Directors were reviewed by the chairman of the Board. During the year, the separate meeting of Independent Directors was held on March 05, 2024. In this meeting, the performance of the Non- Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated.

23. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of subsection (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed along with proper explanations relating to material departures, wherever applicable.

(b) 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 as at March 31, 2024 and of the profit of the Company for the year ended on that date;

(c) 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;

(d) the Directors have prepared the annual accounts on a going concern basis;

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

(f) 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.

24. AUDIT COMMITTEE

The Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 read with Rules issued there under and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The members of the Audit Committee are financially literate and have experience in financial management.

During the period under the review Audit Committee comprises of Mr. Ambalal C. Patel, Mrs. Aarti M. Ramani and Mr. Rajnikant S. Ajmera. The majority of the members are Independent Directors and Mr. Ambalal C. Patel, Independent Director was Chairman of the Committee. During the year, all recommendations made by Audit Committee were accepted by the Board of Directors of the Company.

25. AUDITORS AND AUDITORS REPORT Statutory Auditor:

The Auditors report for the financial year ended March 31, 2024, on financial statements of the Company forms a part of this Annual Report. The Auditors Report for the financial year ended March 31, 2024 does not contain any qualification, reservation or adverse remark.

Cost Auditor:

The Board of Directors, on recommendation made by Audit Committee, have appointed M/s. D. R. Mathuria & Co. Cost Accountants (Firm Reg. No.101535) as Cost Auditor of the Company to conduct the audit of cost records for the FY 2024-25. The remuneration proposed to be paid to the Cost Auditor, subject to ratification by the shareholders of the Company, at the ensuing 37th Annual General Meeting would not exceed Rs 92,500/- (Rupees Ninety Two Thousand Five Hundred) excluding taxes and out of pocket expenses, if any.

The Company has received consent from M/s D. R. Mathuria & Co., Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the FY 2024-25 along with a certificate confirming that they are independent firm of Cost Accountants and are at arms length relationship with the Company.

Secretarial Auditor:

The Board of Directors of the Company has appointed Ms. Shreya Shah, Practicing Company Secretary (Certificate of Practice No.15859) as the Secretarial Auditor to conduct an audit of Secretarial records for the FY 2024-25.

The Company has received consent from Ms. Shreya Shah to act as the auditor for conducting audit of Secretarial records for the financial year ending March 31,2025.

The Secretarial Audit Report along with the Secretarial Compliance Report for the financial year ended March 31, 2024 is set out in "Annexure-III" to this Report.

Internal Auditor:

Pursuant to section 138(1) of Companies Act, 2013 read with the Company (Accounts) Rules, 2014, Mr. Vinay Parekh, a qualified Chartered Accountant is appointed as the Internal Auditor of the Company under whole-time employment. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board quarterly.

26. REPORTING OF FRAUDS BY AUDITORS

During the year under review, no instances of fraud were reported by the Statutory Auditor of the Company under section 143 (12) of the Companies Act, 2013.

27. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your company firmly believes that employees are the most valuable assets and key players of business success and sustained growth. The Company continued to conduct various employee benefit, recreational and team building programs to enhance employee skills, motivation as also to foster team spirit. Company also conducted in- house training programs to develop leadership as well as technical/functional capabilities to meet future talent requirements. Industrial relations were cordial throughout the year.

28. EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 134(3)(a) and section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the Financial Year ended March 31, 2024 is hosted on the website of the Company at https://ajmera.com/investor- corner/annual-reports/

29. RISK MANAGEMENT POLICY

The Companys management systems, organisational structures, processes, standards, code of conduct and behaviours together form the system that governs how the Group conducts the business of the Company and manages associated risks. The approach is based on identification, evaluation, and mitigation of operational, strategic, and environmental risks, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

The Audit committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls.

30. VIGIL MECHANISM

A "Vigil Mechanism Policy" for Directors and employees of the Company is constituted, to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on rising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, Financial Statements and reports, etc.

The Whistle blower policy has been approved and adopted by Board of Directors of the Company in compliance with the provisions of 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclose Requirements) Regulations, 2015.

The same is available on the Companys website: https://ajmera.com/wp-content/uploads/7077/10/ whistle-blower-policy.pdf

31. DIVIDEND DISTRIBUTION POLICY

Since your Company comes under the top 1000 companies as per Market Capitalization, Board of Directors has adopted Dividend Distribution Policy in compliance with Regulation 43A of the SEBI Listing Regulations and the same is available at https://ajmera.com/wp-content/uploads/2022/10/ Dividend-Distribution-Policy.pdf

32. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has zero tolerance towards any action on the part of any one which may fall under the ambit of Sexual Harassment at workplace, and is fully committed to uphold and maintain the dignity of every women working with the Company. The Company has constituted an Internal Complaint Committee pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for prevention, prohibition and redressal of complaints/grievances on the sexual harassment of women at work places. Your Directors further states that during the year under review, there were no complaints received pursuant to the above Act.

The Company also has in place Policy on Prevention of Sexual Harassment at Workplace is in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company conducts sessions for employees across the organization to build awareness amongst employees about the policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year the Company spent Rs 1,18,72,589 (Rupees One Crore Eighteen Lakh Seventy Two Thousand Five Hundred Eighty Nine Only) towards CSR Expenditure.

The Companys CSR initiatives were as per the CSR Policy of the Company available on our website www.ajmera.com which is in accordance with Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 and details of the same is set out in "Annexure-IV".

34. DETAILS OF INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

Our company has a proactive approach to manage and mitigate risks. The major business and process risks are identified from time to time by the functional heads. Risk management forms an integral part of the management policies and is an ongoing process integrated deeply into everyday operations. These risks are timely reviewed by the Board and mitigation strategies are suggested to reduce the impact.

Adequate internal control systems commensurate with the nature of the Companys business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations. The Enterprise Resource Planning (ERP) system supports in standardisation of processes and automation. Internal control systems are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately protected.

35. AWARDS AND RECOGNITIONS

There were no awards and recognitions received for the FY 2023-24.

Past Achievements of the Company in FY 2019-20:

1. Ajmera Group awarded with "Developer of the Year- Residential" Award 2019 at 11th Realty Plus Conclave & excellence Award 2019-West.

2. Shri. Rajnikant Ajmera Hon.CMD of Ajmera Group has been awarded the "Lifetime Achievement Award" at 11th Realty Plus Conclave & excellence Award 2019-West.

3. Ajmera Won the "Best OOH Campaign of the year 2018" at Marketing Maverick Award -March 2019.

4. Mr. Dhaval Ajmera Director of Ajmera Group has been awarded the most iconic Personality in Realty of the year- at The Iconic Achievers Award 2019.

5. Awarded by Hurun Report 2018 GROHE HURUN - Special Felicitation for excelling 50 years in Indian Real Estate - Ajmera Realty on 26th Feb 2019.

36. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO IEPF

As per Section 124 of the Companies Act, 2013 read with the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("Rules"), all dividends remaining unpaid or unclaimed for a period of 7 (seven) years and also the shares in respect of which the dividend has not been claimed by the shareholders for 7 (seven) consecutive years or more are required to be transferred to Investor Education Protection Fund in accordance with the procedure prescribed in the Rules. Hence, the Company urges all the shareholders to encash /claim their respective dividend during the prescribed period. Accordingly, the unclaimed and unpaid Final dividend amounts pertaining to the FY 2016-17 will be transferred to the IEPF Account during FY 2024-25.

37. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION UNDER SECTION 134(3) (l) OF THE COMPANIES ACT, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and the date of this report.

38. DISCLOSURE OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

Your Company on recommendation of its Audit Committee at its board meeting held on 13^th January, 2020, considered and approved a Scheme of Arrangement between Ajmera Realty & Infra India Limited ("the Demerged Company") and Radha Raman Dev Ventures Private Limited (RRDVPL or the Resulting Company) and their respective shareholders under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder ("Scheme"). The Resulting Company is the wholly owned subsidiary of the Demerged Company.

As per provisions of the Regulation 37 of the SEBI Listing Regulations your Company filed draft Scheme of arrangement with Stock Exchanges on January 14, 2020 and received Observation Letter from Bombay Stock Exchange (BSE) & National Stock Exchange (NSE) on March 26, 2021.

The Letter confirms that BSE & NSE has no adverse observations with limited reference to those v matters having a bearing on listing/de- listing/continuous listing requirements within the provisions of Listing Agreement, enabling the company to file the scheme with Honble NCLT.

The shareholders at the National Company Law Tribunal (NCLT) convened meeting held on November 15, 2021 approved the Scheme. The said scheme is yet to be approved by the NCLT.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated in Section 134(3) (m) of the Companies Act, 2013 and rules framed there under is enclosed herewith as "Annexure - V".

40. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under review, neither there is any application made nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

41. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review, no such exercise has happened.

42. GREEN INITIATIVE

Your company has adopted green initiative to minimize the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those members whose email addresses are available with the Company. Your Company appeals other Members also to register themselves for receiving Annual Report in electronic form.

43. APPRECIATION & ACKNOWLEDGEMENTS

Your Directors on record their gratitude for all stakeholders viz., customers, shareholders, dealers, suppliers, bankers, employees and all other business associates for the continuous support given by them to the Company and its Management.

For and on behalf of the Board of Directors For Ajmera Realty & Infra India Limited	Sd/-
Date: July 09, 2024 Place: Mumbai	Rajnikant S. Ajmera Chairman & Managing Director DIN:00010833