Directors Report of Ajmera Realty & Infra India Ltd.

Mar 31, 2025

1. FINANCIAL HIGHLIGHTS:

(H In lakhs)

Particulars	Standalone		Consolidated
	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

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.

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:

Sr.	Name of KMP	Date of
No.		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 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:

Name	Designation
Mr. Rajnikant S. Ajmera	Chairman & Managing Director
Mr. Manoj I. Ajmera	Managing Director
Mr. Nitin D. Bavisi	Chief Financial Officer
Mr. Chandra Prakash Jugani	Company Secretary & 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 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:

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

For and on behalf of the Board of Directors
For Ajmera Realty & Infra India Limited

Sd/-

Rajnikant S. Ajmera

Date: 24^th July, 2025 Chairman & Managing Director

Place: Mumbai DIN: 00010833

---

Mar 31, 2024

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

3. SHARE CAPITAL

The authorized share capital of the Company is '' 1,50,00,00,000/- (Rupees One hundred and Fifty Crores) divided into 15,00,00,000 (Fifteen Crores) no. of equity shares of '' 10/- each. The issued

and paid up capital of the company consist of '' 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 '' 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 Company''s 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 Company''s performance, the Directors are pleased to recommend a dividend of '' 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 member''s at the ensuing Annual General Meeting (AGM), will be '' 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 '' 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 Company''s 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 arm''s 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 Company''s 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 Company''s 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 reappointed 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 [e-mail] .

The Managing Director of the Company has not received any remuneration or commission from any of Company''s 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 reenactment (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 NonIndependent 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 AUDITOR''S REPORT Statutory Auditor:

The Auditor''s report for the financial year ended March 31, 2024, on financial statements of the Company forms a part of this Annual Report. The Auditor''s 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 '' 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 arm''s 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 inhouse 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 Company''s 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 Company''s 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 '' 1,18,72,589 (Rupees One Crore Eighteen Lakh Seventy Two Thousand Five Hundred Eighty Nine Only) towards CSR Expenditure.

The Company''s 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 Company''s 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 Company''s 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 COMPANY''S 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 Hon''ble 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 Rajnikant S. Ajmera

Place: Mumbai Chairman & Managing Director

DIN:00010833

---

Mar 31, 2023

The Directors are pleased to present 36th Annual Report of Ajmera Realty & Infra India Limited (“the Company”) together with the Audited Financial Statements for the year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs)
	Standalone		Consolidated
Key Financial Indicators	Year Ended	Year Ended	Year Ended	Year Ended
	March 31, 2023	March 31, 2022	March 31, 2023	March 31, 2022
Revenue from Operations	36,102.21	40,479.06	43,110.45	48,268.34
Other Income	533.49	449.83	952.72	643.31
Total Income	36,635.70	40,928.89	44,063.18	48,911.65
Total Expenditure	27,148.11	35,516.59	34,444.52	42,738.56
Profit before share of profit/(loss) of Associate/ Joint Venture	9,487.59	5,412.30	9,618.65	6,173.09
Share of profit/(loss) of Associate/Joint Venture	-	-	-	-
Profit before Tax (PBT)	9,487.59	5,412.30	9,618.65	6,173.09
Tax Expenses	2,387.84	1,362.17	2,459.98	1,539.30
Profit After Tax (PAT)	7,099.75	4,050.13	7,158.67	4,633.79
Non-Controlling Interests	-	-	8.70	95.22
Other Comprehensive Income/ (loss)	26.40	(15.73)	26.40	(15.73)
Total Comprehensive Income	7,126.15	4,034.40	7,176.37	4,522.84
Opening Balance in Statement of Surplus of Profit and Loss	45,333.52	41,299.12	52,530.56	48,007.72
Amount available for appropriation	52,459.68	45,333.52	59,706.93	52,530.56
Less: Proposed Dividend	798.41	-	798.41	-
Tax on Dividend				-
Less : Transfer to General Reserve	712.62	-	717.64	-
Prior period Adjustment
Closing Balance in Statement of Surplus of Profit and Loss	50,980.65	45,333.52	58,190.88	52,530.56

2. REVIEW OF OPERATIONS

Consolidated:

The Consolidated turnover of the Company is ? 43,110.45/- Lakhs as against ? 48,268.34/- lakhs for the previous Financial Year. The PBT stood at ? 9,618.65/- Lakhs in the FY 2022-23 as compared

to ? 6,173.09/- Lakhs in previous year. Whilst the Standalone turnover stood at ? 36,102.21/- Lakhs as compared to ? 40,479.06/- Lakhs in the previous Financial Year under review and PBT stood at

? 9,487.59/- Lakhs in FY 2022-23 as compared to ? 5,412.30/- Lakhs of previous Financial Year.

3. SHARE CAPITAL

The authorized share capital of the Company is ? 1,50,00,00,000/- (Rupees One hundred and Fifty Crores) divided into 15,00,00,000 (Fifteen Crores) no. of equity shares of ? 10/- each. The issued and paid up capital of the company consist of ? 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 ? 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 fiscal 2023, 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 financial year 2022-2023.

4. DEPOSITORY SYSTEM

Your Company''s equity shares are available for dematerialisation through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2023, 99.99% of the equity shares of the Company were held in dematerialised form.

5. DIVIDEND

Based on the overall Company''s performance, the Directors are pleased to recommend a dividend of ? 3.00/- (30%) per share on 3,54,84,875 Equity Shares of ?10/- each of the Company for the Financial Year 2022-23. The total quantum of the payout, if approved by the members at the ensuing Annual General Meeting (AGM), will be ? 1,064.54/-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 4, 2023 and

(b) To those whose names appear as beneficial owner, as on Friday, August 4, 2023 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 not transferred any amount to Reserves during the year.

8. DEPOSITS

Your Company has not accepted any Deposits during 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, 2023 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 Company''s various projects, internal controls and their adequacy, risk management systems and other material developments during the financial year 2022-23.

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, 2023 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 fiscal 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 its Wholly Owned subsidiary company with effect from 30th January 2023.

14. RELATED PARTY TRANSACTIONS

All contracts /arrangements/transactions entered by the Company with Related Parties were in ordinary course of business and at arm''s length basis. Since, Form AOC- 2 is not applicable to the Company.

During the year under review, except the Material Related Party Transactions as approved by the Shareholders of the Company through Portal Ballot on January 15, 2023, 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. Prior Omnibus Approval was granted for entering into transaction with Ajmera Cements Private Limited for purchase of cement up to ?5,00,000/- and such transaction was not material transaction as per the policy of company and as per 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 39 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 December 2, 2022 on recommendation of the Nomination and Remuneration Committee, and approved by the Shareholders of the Company through Portal Ballot on January 15, 2023, the continuation of Mr. Rajnikant Ajmera as a chairman and managing director beyond the age of 70 years as per applicable provision of Companies Act, 2013, till the expiry of his current term till July 31, 2024.

Mr. Manoj Ajmera, (DIN - 00013728), retires by rotation and being eligible offers himself for reappointment. 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. Vinit M. Tanna - Company Secretary*

• Mr. Kartik Sharma - Company Secretary*

*Note : Mr. Vinit M. Tanna has resigned from the post of Company Secretary w.e.f. May 15, 2023 and Mr. Kartik Sharma has appointed as a Company Secretary w.e.f. from July 25, 2023

None of the Key Managerial Personnel of the Company has resigned during the Financial Year under review.

16. NUMBER OF BOARD MEETINGS

During FY2023, 5 (Five) 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 Company''s 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 Company''s website on the web link https://ajmera.com/wp-content/ uploads/2022/10/familiarisation-programme-for-independent-directors.pdf

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

Since there are no Independent Directors appointed during the year, statement under Rule 8 (5) Companies (Accounts) Rules, 2014 is not required.

19. 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 and Business 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.

20. 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.

21. 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 [e-mail].

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

22. 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 reenactment (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

23. 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 23, 2023. In this meeting, the performance of the Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated.

24. 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, 2023, 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, 2023 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.

25. 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.

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

26. AUDITORS AND AUDITOR’S REPORT

Statutory Auditor:

The members of the Company at the last (i.e. 35th) Annual General Meeting held on August 25, 2022 appointed M/S V Parekh & Associates, Chartered Accountants (Firm registration No. 107488W) as the Statutory Auditor of the Company for the period of 5 years from the conclusion of the 35th Annual General Meeting till the conclusion of the 40th Annual General Meeting to be held in the year 2027.

The Auditor''s report for the financial year ended March 31, 2023, on financial statements of the Company forms a part of this Annual Report. The Auditor''s Report for the financial year ended March 31, 2023 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 financial year 2023-24. The remuneration proposed to be paid to the Cost Auditor, subject to ratification by the shareholders of the Company, at the ensuing 36th Annual General Meeting would not exceed ? 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 financial year 2023-24 along with a certificate confirming that they are independent firm of Cost Accountants and are at arm''s length relationship with the Company.

Secretarial Auditor:

The Board of Directors of the Company has appointed Mrs. Shreya Shah, Practising Company Secretary (Certificate of Practise No.15859) as the Secretarial Auditor to conduct an audit of Secretarial records for the fiscal 2023-24.

The Company has received consent from Mrs. Shreya Shah to act as the auditor for conducting audit of Secretarial records for the financial year ending March 31, 2024.

The Secretarial Audit Report along with the Secretarial Compliance Report for the financial year ended March 31, 2023 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. Hites Panchal, 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.

27. 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.

28. 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 inhouse training programs to develop leadership as well as technical/functional capabilities in order to meet future talent requirements. Industrial relations were cordial throughout the year.

29. 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, 2023, is hosted on the website of the Company at https://ajmera.com/investor-corner/annual-reports/

30. RISK MANAGEMENT POLICY

The Company''s 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.

31. 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 Company''s website:

https://ajmera.com/wp-content/uploads/7077/10/

whistle-blower-policy.pdf

32. 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

33. 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.

34. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year the Company spent ? 82,02,821/-(Rupees Eighty Two Lacs Two Thousand Eight Hundred Twenty One Only) towards CSR Expenditure.

The Company''s 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”.

35. 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 Company''s 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.

36. AWARDS AND RECOGNITIONS

There were no awards and recognitions received for the FY 2022-23.

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

37. 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 & Interim dividend amounts pertaining to the financial year 2015-16 will be transferred to the IEPF Account during financial year 2023-24.

38. 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 Company''s financial position have occurred between the end of the financial year of the Company and the date of this report.

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

Your Company on recommendation of its Audit Committee at its board meeting held on 13th 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 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 Hon''ble 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.

40. 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”.

41. 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).

42. 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.

43. 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.

44. 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.

---

Mar 31, 2018

To

The Members

The Board of Directors are pleased to present the 31^st Annual Report on the business and operations of your Company for the year ended 31 March, 2018.

HIGH LIGHTS OF FINANCIAL RESULTS:

(Rs. in Lakhs)

Key Financial indicators	Standalone		Consolidated
	2017-2018	2016-2017	2017-18	2016-2017
Revenue from Operations (net)	30221.21	26575.56	38682.88	29196.33
EBIDTA	13676.17	11334.16	15554.87	12145.64
Less: Finance costs	4065.83	3522.16	4631.89	3628.01
Less: Depreciation	162.72	195.54	274.84	195.54
Profit before Exceptional Items & Tax	9447.62	7664.34	10648.14	8322.09
Exceptional Item	-	-	-	-
Profit before Taxation	9447.62	7664.34	10648.14	8322.09
Less: Tax Expense
- Current Tax (Net of MAT Credit)	1889.52	1523.87	2203.26	1712.40
Profit after tax	7558.10	6140.67	8444.88	6609.69
Less: Minority Interest	-	-	216.77	91.53
Profit for the year before Comprehensive Income	7558.10	6140.67	8228.11	6518.16
Add : Comprehensive Income	49.02	13.20	49.02	13.20
Profit for the year After Comprehensive Income	7607.12	6153.67	8277.13	6531.36
Opening balance in Statement of Reserves and Surplus	40497.01	35518.11	46933.46	39632.24
Adjustment to Construction Cost and WIP & ECL	-	(56.37)	-	1888.27
Amount available for appropriation	48104.13	41615.41	55210.59	48051.87
Less: Proposed Dividend	1171.00	1064.55	2171.00	1064.55
Tax on Dividend	34.82	53.85	296.56	53.86
Closing Balance in the Statement of Reserves & Surplus	46898.31	40497.01	52743.03	46933.46

a. Profits standalone:

During the year under review, your Company’s total revenue stood at Rs. 30,221.21 Lakhs as compared to Rs. 26,575.56 Lakh for the previous year, representing an increase of 13.71%; profit before tax stood at Rs. 13,676.17 Lakhs for the year under review as compared to Rs.11,334.16 Lakhs for the previous year representing an increase of 20.66%; and the total comprehensive income stood at Rs. 7,607.12 Lakhs as compared to Rs. 6,153.67 Lakhs for the previous year representing an increase of 23.61%.

b. Profits Consolidated :

On consolidated basis, the Company achieved revenue of Rs. 38,682.88 Lakhs as against Rs. 29,196.33 Lakhs a growth of 32.49%. Net profit after controlling interest for the Company for current year is Rs. 8,277.13 Lakhs as against Rs. 6,531.36 Lakhs in the previous year a growth of 26.73%.

APPROPRIATIONS:

a. Dividend:

The Directors have recommended payment of Rs. 3.30/- per share (@ 33% per share) on 35,484,875 Equity Shares of Rs.10/- each of the Company for the Financial Year 2017-18, for the approval of shareholders at the ensuing Annual General Meeting.

The Dividend payout on Equity Shares, if declared as above, will result in outflow of Rs. 1,171 Lakhs towards Dividend and Rs. 35 Lakhs towards Dividend Tax, resulting in total outflow of Rs. 1,206 Lakhs.

The Register of Members and Share Transfer Books of the Company will remain closed from 18^th September, 2018 to 21^st September, 2018 (both days inclusive) for the purpose of Annual General Meeting to be held on 21^st September 2018 as decided by the Board and for the payment of Equity Dividend.

The Dividend if approved at the Annual General Meeting scheduled on 21^st September, 2018, will be paid to (a) All members whose names appear on Register of Members of the Company as on 17^th September 2018 (b) and to those whose names appear as beneficial owner, as on 17^th September 2018 as furnished by National Securities Depositories Ltd. & Central Depository Services (India) Ltd for the purpose.

b. Transfer to reserves:

We propose to transfer Rs. 760.71 Lakhs to the general reserve. An amount of Rs. 5,640.60 Lakhs is proposed to be retained in the surplus at standalone level.

MANAGEMENT DISCUSSION ANALYSIS:

Management Discussion and Analysis as stipulated under Listing Regulations 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 Company’s various projects, internal controls and their adequacy, risk management systems, and other material developments during the financial year 2017-18.

SUBSIDIARIES AND ASSOCIATES:

A separate statement containing the salient features of financial statements of all subsidiaries of the Company in the prescribed Form AOC-1 “Annexure-I” forms part of consolidated financial statements in compliance with Section 129(3) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts)Rules, 2014.The said form also highlights the financial performance of each of the subsidiaries, joint ventures and associate 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 financial statements 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 upto the date of the Annual General Meeting (‘AGM’).

Any members desirous of obtaining the copy of financial statements may write to the Company Secretary at the registered office of the Company. The financial statements including the consolidated financial statements, and all other documents required to be attached to this report have been uploaded on the website of the Company (www.aril.co.in).The Company has formulated policy for determining material subsidiaries. The policy may be accessed on the website of the Company (http://www.aril.co.in/ download/Material-subsidiary-Policy-ariil-final-printed.pdf).

During the year under review:

The Company acquired 70% stake in Ajmera Infra Development LLP with an objective to undertake Infra Projects especially focussing on Government tenders, bidding and leading infra projects on PAN India basis.

CONSOLIDATED FINANCIAL STATEMENTS:

As per Regulation 33 of the Securities and Exchange Board of India (LODR) Regulations, 2015 (hereinafter referred to as “Listing Regulations”) and applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the financial year 2017-18 have been prepared in compliance with applicable Accounting Standards and on the basis of Audited financial Statements of the Company, its subsidiaries and associate companies, as approved by the Respective Board of Directors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Retirement by rotation and subsequent reappointment:

In accordance with provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors)Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, Mr. Sanjay C. Ajmera, (00012496) Whole-time Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

In accordance with the provisions of the Companies Act, 2013 read with Rules issued thereunder, the Listing Regulations and Articles of Association of the Company, the Independent Directors of the Company are not liable to retire by rotation.

Declaration of independence from independent Directors:

The Company has received declaration from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16 of Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

Familiarization program for independent director:

In compliance with the requirements of Listing Regulations, the Independent Directors have been familiarized on the Board of the Company by the functional heads of various departments of the Company which includes detailed presentations on the vision and mission of the Company, its operations, business plans, technologies and also future outlook of the entire industry.

The familiarization programs extended to the Nonexecutive & Independent Directors are put up on the website of the Company from time to time at: www. aril.co.in/download/famil-iarisation-programme-for-indep.dirs.pdf

Committee of the Board:

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

1. Audit Committee;

2. Stakeholders Relationship Committee;

3. Corporate Social Responsibility Committee;

4. Nomination and Remuneration Committee; and

5. 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.

Key Managerial personnel:

Mr. Manoj I. Ajmera, Managing Director, Mr. O. p. Gandhi, Chief Financial Officer and Ms. Harshini D. Ajmera, Company Secretary of the Company are Key Managerial personnel as per the provisions of Companies Act, 2013 and rules made thereunder.

None of the Key Managerial personnel of the Company has resigned during the financial year under review.

Pecuniary Relations:

The Company does not pay any remuneration to its Non-Executive / Independent Directors except sitting fees and reimbursement of expenses for attending Meetings of the Board and of its Committees. No commission on the net profit of the Company is paid to any Director. There are no pecuniary relationships or transactions of the Non- Executive Directors vis-a-vis the Company.

Number of Board meetings:

5 meetings of the Board of Directors were held during the financial year. The details of the meetings of the Board of Directors of the Company conveyed during the financial year 2017-18 are given in the Corporate Governance Report which forms part of Annual Report.

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 Listing Regulations (including any statutory modification (s) or reenactments) thereof for the time being in force).

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-M” 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, is appended to this report as “Annexure-III”. Nomination and Remuneration Policy:

The Company has formulated and adopted Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with Rules issued thereunder and 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 sub-section (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 http://www.aril.co.in/ download/Remuneration-Policy.pdf

Performance Evaluation:

The Company has devised a policy for performance evaluation of the Board, committees and other individual Directors (including independent Directors) which includes 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, communicated 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 Chair person. 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.

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, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

(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, 2018 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.

AUDIT COMMITTEE:

The Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 read with Rules issued thereunder and Regulation 18 of the Listing Regulations. The members of the Audit Committee are financially literate and have experience in financial management.

The Audit Committee comprises of Mr. J. J. Doshi, Independent Director (Chairman), Mr. A. C. Patel Independent Director, Mrs. Aarti Ramani Independent Woman Director, Mr. Rajnikant S. Ajmera Executive Director & Ms. Harshini D. Ajmera acts as a Company Secretary to the Audit Committee.

All recommendation made by Audit Committee were accepted by the Board of Directors of the Company.

CORPORATE GOVERNANCE REPORT:

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance forms an integral part of this Annual Report.

AUDITOR’S AND AUDITOR’S REPORT:

STATUTORY AUDITOR:

M/s. Manesh Mehta & Associates, Chartered Accountants (Firm Registration No.115832W)were appointed as Statutory Auditors of the Company at the 30^th AGM till the conclusion of 35^th AGM.

M/s. Manesh Mehta & Associate have confirmed their eligibility and qualification required under Section 139,141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Auditor’s report for the financial year ended 31^st March, 2018, on financial statements of the Company forms a part of this Annual Report. The Auditor’s Report for the Financial year ended 31^st March, 2018 does not contain any qualification, reservation or adverse remark.

Cost Auditor:

The Board of Directors, on recommendation made by Audit Committee, has appointed M/s. D R Mathuria & Co., Cost Accountants (Firm Registration No.101535) as Cost Auditor of the Company to conduct the audit of cost records for the financial year 2018-19. The remuneration proposed to be paid to the Cost Auditor, subject to ratification by the shareholders of the Company, at the ensuing 31^st Annual General Meeting would not exceed Rs. 82,500/- (Rupees Eighty two Thousand Five Hundred only)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 financial year 2018-19 along with a certificate confirming their independence an arm’s length relationships.

SECRETARIAL AUDITOR:

The Board of Directors of the Company has appointed Mr. Haresh Sanghvi, Practising Company Secretary (Certificate of Practise No. 3675) as the Secretarial Auditor to conduct an audit of Secretarial records for the financial year 2017-18.

The Company has received consent from Mr. Haresh Sanghvi to act as the auditor for conducting audit of Secretarial records for the financial year ending 31^st March, 2018.

The Secretarial Audit Report for the financial year ended 31^st March, 2018 is set out in “Annexure IV” to this Report. The Secretarial Audit Report does not contain any adverse remarks, qualification, or reservation except noting of delay in filing of E-form CHG-4.

Internal Auditor :

Pursuant to section 138(1) read with the Company (Accounts) Rules, 2014, Mr. Hitesh Panchal, 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.

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 in order to meet future talent requirements.

EXTRACT OF THE ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and sub section (3) of Section 92 of the Companies Act, 2013, read with Rule 12 of the Company (Management and Administration) Rules, 2014 the extract of the Annual Return as at 31^st March, 2018 is provided in “Annexure - V” in prescribed format MGT-9.

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 where related parties qualify as material in accordance with the policy of the Company on materiality of related party transactions.

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.

The details of related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Note 40 to the standalone Financial Statements of the Company.

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 31^st March, 2018, are set out in Notes 5 & 13 to the Standalone Financial Statements of the Company.

RISK MANAGEMENT:

The board of directors of the Company has framed, implemented and monitored the risk management plan for the Company. 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. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

VIGIL MECHANISM:

The Whistle blower policy has been approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The same is available on the Company’s website http://www.aril.co.in/download/ whistle-blower-policy%20ariil.pdf

POLICY ON PREVENTION OF SEXUAL

HARASSMENT AT Workplace:

The Company’s policy on prevention of Sexual Harrasment at Workplace is in line with the requirements of Sexual Harassment of Women at Workplace (prevention, prohibition and Redressal) Act, 2013, prevention of Sexual Harassment of Women at Workplace Act and Rules framed thereunder. Internal Complaints Committee have also been set up to redress complaints received regarding sexual harassment.

The Company has conducted 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.

During the financial year 2017-18, no complaints of harassment were received under pOSH policy.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates.

CORPORATE SOCIAL RESPONSIBILITY:

During the financial year ended 31^stMarch, 2018, the Company incurred CSR expenditure of ‘94.75/- Lakhs (Rupees Ninety Four Lakhs Seventy Five Thousand only).The CSR initiatives of the Company were under the thrust areas of health & hygiene, education, water management and enhancement of vocational training.

The Company’s CSR policy and annual report on CSR activities undertaken during the financial year ended 31^st March, 2018, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility policy)Rules, 2014 (including any statutory modification (s) or re-enactment (s) thereof for the time being in force) is set out in “Annexure -Vl“ to this report.

DETAILS OF INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS:

Internal Financial control system of the Company have been designed to provide reasonable assurance with regards to recording and providing reliable financial and operational information, complying with applicable Accounting Standards.

The Company uses an established Enterprise Risk Management (ERp) system to record day to day transactions for accounting and financial reporting. The ERp system is configured to ensure that all transactions are integrated seamlessly with underlying books of accounts.

The Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read together with the Companies (Indian Accounting Standards) Rules, 2015.These are in accordance with Generally Accepted Accounting Principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Statutory Auditors.

The Company in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/ validate them as and when appropriate. The basis of such judgments and estimates are also audited by the Statutory Auditors and reviewed by the Audit Committee.

The accounts of the subsidiary and joint venture companies are audited and certified by their respective Statutory Auditors for consolidation.

AWARDS AND RECOGNITIONS:

During the year under review, MCHI-CREDAI introduced “the Golden Pillar Award “ the Oscars of Real Estate Industry and awarded our Chairman with “Life time Achievement Award” for his noble contribution throughout his journey in Real Estate.

OTHER DISCLOSURES:

1. During the year under review, the Company has not accepted any deposit within any meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)Rules, 2014.

2. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

3. There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

4. The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out in the “Annexure - VII” to this report.

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

6. None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or reenactment (s) thereof for the time being in force).

7. The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/Directors.

8. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

9. There were no material changes and commitments, affecting the financial position of the Company between the year ended 31^st March, 2018 and the date of Directors Report on 26^th July, 2018.

10. The Company has not bought back any of its securities during the year under review.

11. No Bonus Shares were issued during the year under review.

APPRECIATION & ACKNOWLEDGMENTS:

Your Directors thank the Central and various State Government Departments, organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

By Order of the Board of Directors

For AJMERA REALTY & INFRA INDIA LTD.

RAJNIKANT S.AJMERA

CHAIRMAN & MANAGING DIRECTOR

DIN:00010833

Place: Mumbai

Date: 26^th July, 2018

Registered office: Citi Mall, 2^nd Floor,

New Link Road, Andheri (W),

Mumbai-400053

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Mar 31, 2017

TO,

Dear Members,

The Board of Directors are pleased to present the Company’s Thirtieth Annual Report and the Company’s audited financial statements (standalone and consolidated) for the financial year ended March 31, 2017.

FINANCIAL RESULTS:

(Rs. in Lakhs)

Key Financial Indicators	Standalone		Consolidated
	2016-2017	2015-2016	2016-2017	2015-2016
Revenue from Operations (net)	26572.60	22235.07	29173.62	32936.26
EBIDTA	11334.16	7263.50	12079.20	9206.58
Less: Finance costs	3519.26	2863.49	3625.11	3099.58
Less: Depreciation	195.54	242.61	195.54	242.61
Profit before Exceptional Items & Tax	7619.36	4157.40	8258.55	5864.39
Exceptional Item	-	-	-	-
Profit before Taxation	7619.36	4157.40	8258.55	5864.39
Less: Tax Expense	-	-	-	-
Current Tax (Net of MAT Credit)	1523.87	764.02	1706.51	1306.50
Profit after tax	6095.49	3393.38	6552.04	4557.89
Less: Minority Interest	-	-	91.53	316.06
Profit for the year	6095.49	3393.38	6460.51	4241.84
Opening balance in Statement of Reserves and Surplus	35375.68	32870.27	41378.17	38024.29
Amount available for appropriation	41471.17	36263.65	47838.68	42266.14
Less: Proposed Dividend	1064.55	887.12	1064.55	887.12
Tax on Dividend	53.86	0.85	53.86	0.85
Closing Balance in the Statement of Reserves & Surplus	40352.76	35375.68	46720.27	41378.17

Highlights of Company’s Performance (Standalone) for the year ended 31st March, 2017:

Networth increased by 12.79 % to Rs. 43901.25 Lakhs.

EPS increased by 79.70 % to Rs. 17.18 Lakhs.

Total Revenue increased by 19.50 % to Rs. 26572.60 Lakhs.

Dividend Income increased by 79.10% to Rs. 1080.00 Lakhs.

Total Assets increased by 18.46 % to Rs. 115433.78 Lakhs.

Finance Cost increased by 22.90 % to Rs. 3519.26 Lakhs.

Highlights of Company’s Performance (Standalone) for the year ended 31st March, 2017:

Networth increased by 11.89 % to Rs. 50268.76 Lakhs.

EPS increased by 52.38 % to Rs. 18.21 Lakhs.

Dividend Income increased by 79.10 % to Rs. 1080.00 Lakhs.

Total Assets increased by 14.06 % to Rs. 143831.42 Lakhs.

Finance Cost increased by 16.95 % to Rs. 3625.11 Lakhs.

DIVIDEND:

The Board of Directors has recommended a dividend of Rs. 3/- (that is, 30%) per equity share of Rs.10/- each (previous year Rs. 2.50 per equity share) for the financial year ended March

31, 2017 amounting to Rs. 1064.55 Lakhs towards Dividend and Rs. 53.86 Lakhs towards Dividend Distribution Tax, resulting in total outflow of Rs. 1118.41 Lakhs. The dividend payment is subject to approval of members at the ensuing Annual General Meeting.

TRANSFER TO RESERVES:

Your Company proposes to transfer Rs. 609.55 Lakhs to the general reserve. An amount of Rs. 4367.53 Lakhs is proposed to be retained in the surplus at standalone level.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company have been prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report.

SUBSIDIARIES AND ASSOCIATES:

The Company has 11 subsidiaries as on March 31, 2017 and 3 associate companies/joint venture companies within the meaning of section 2(6) of the Companies Act, 2013 (“Act”). There has been no material change in the nature of the business of the subsidiaries. Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Company’s subsidiaries in Form AOC-1 is attached to the Director’s Report in Annexure-I.

During the year, a wholly owned subsidiary named, Radha Raman Dev Ventures Private Limited was incorporated on 5^th October, 2016 to explore the real estate expansion.

Further, pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the Company’s website: www.aril.co.in

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 in order to meet future talent requirements. Industrial relations were cordial throughout the year.

PARTICULARS OF EMPLOYEES:

Information required in accordance with Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Board’s Report for the year ended 31^st March, 2017 is provided in Annexure II to Board’s Report.

Further, the details of person in its employment drawing remuneration in excess of limits as defined under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) and 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure II.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

Adequate internal control systems commensurate with the nature of the Company’s business and 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 and that all assets and resources are acquired economically, used efficiently and adequately protected.

MANAGEMENT DISUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis as required under Regulation 34 read with Schedule V of the Listing Regulations, forms part of the Annual Report.

CORPORATE GOVERNANCE REPORT:

The Report on Corporate Governance and the Certificate of the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the Listing Regulations, 2015, are enclosed as a separate section and forms part of this Report. A declaration signed by the Managing Director in regard to compliance with the Code of Conduct by the members of the Board and Senior Management Personnel also forms part of this Report.

CORPORATE GOVERNANCE DISCLOSURES: OUR CORPORATE GOVERNANCE PHILOSOPHY:

Corporate Governance is about maximizing shareholders value legally, ethically, and sustainably. At Ajmera’s ,the goal of corporate governance is to ensure fairness for every stakeholders .We believe sound corporate governance is critical to enhance and retain investor trust. We always seek to ensure that our performance is driven by integrity .Our Board exercises its fiduciary responsibilities in the widest sense of term. Our disclosures seek to attain the best practices in the international corporate governance. We also endeavour to enhance long term shareholders value and respect minority rights, in all our business decisions. Our corporate governance report forms part of Annual Report for Fiscal year 2016-17.

POLICIES:

We seek to promote the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed Companies. All our policies are available on our Company website: www.aril.co.in.

The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

In compliance with the requirements of Listing Regulations, the Independent Directors have been familiarized on the Board of the Company by the functional heads of various departments of the Company which includes detailed presentations on the vision and mission of the Company, its operations, business plans, technologies and also future outlook of the entire industry.

Of the familiarization programs extended to the Non-executive & Independent Directors are also disclosed on the Company website from time to time at: www.aril.co.in/download/famil-iarisation-programme-for-indep.dirs.pdf

MEETINGS:

The Board of Directors of the Company met 5 (Five) times during the Financial Year 2016-17 and the gap intervening between 2 (two) meetings of the Board of Directors is as prescribed in the applicable provisions of the Act. The “Corporate Governance Report” contains the details of the Board Meetings held during the Financial Year under review.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism/ Whistle blower Policy for the employees to report their genuine concerns or grievances and the same has been posted on the Company’s website www.aril.co.in/download/whistleblower-policy%20arill.pdf The Audit Committee of the Company oversees the Vigil Mechanism.

BOARD EVALUATION:

The Company has devised a policy for performance evaluation of the Board, committees and other individual Directors (including independent Directors) which includes 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, communicated 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 Chair person. 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.

DECLARATIONS FROM INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director of the Company under the provisions of section 149(7) of the Act, that they meet the criteria of independence as laid down in section 149(6) of the Act and applicable provisions of Listing Regulations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Inductions:

There were no new Inductions in the Board of Directors of the Company for the financial year 2016-17.

b) Retirement by Rotation:

Pursuant to provisions of section 152(6) of the Act and the Articles of Association of the Company, Mr. Manoj I. Ajmera (DIN:00013728) retires by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting of the Company.

Your Directors recommend that the resolution relating to the appointment of Mr. Manoj I. Ajmera (who is liable to retire by rotation), as Director. Brief resume of the said Director is furnished along with the Explanatory Statement to the Notice to the Annual General Meeting of the Company.

c) Committees of board:

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

1. Audit Committee;

2. Stakeholders Relationship Committee;

3. Corporate Social Responsibility Committee;

4. Nomination and Remuneration Committee; and

5. 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.

d) Key Managerial Personnel:

Mr.Manoj I.Ajmera,Managing Director ,Mr.O.P.Gandhi ,Chief Financial Officer and Ms.Harshini D. Ajmera, Company Secretary of the Company are Key Managerial Personnel as per the provisions of Companies Act,2013 and rules made thereunder.

None of the Key Managerial Personnel of the Company has resigned during the financial year under review.

e) Pecuniary Relations:

The Company does not pay any remuneration to its Non Executive / Independent Directors except sitting fees and reimbursement of expenses for attending Meetings of the Board and of its Committees. No commission on the net profit of the Company is paid to any Director. There are no pecuniary relationships or transactions of the Non Executive Directors vis-a-vis the Company.

DIRECTORS REPONSIBILITY STATEMENT:

Pursuant to the requirement of clause (c) of sub-section (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, 2017, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

(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, 2017 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.

AUDITORS:

a) Statutory Auditors:

M/s V Parekh & Associates, Chartered Accountants having Registration No. 107488W, the Statutory Auditors of the Company, hold office till the conclusion of the 30^th Annual General Meeting of the Company. The Board has recommended the appointment of M/s. Manesh Mehta & Associates, chartered accountants (Firm Regn. No. 115832W) as the Statutory Auditors of the Company in their place, for a term of five consecutive years, from the conclusion of the 30^th Annual General Meeting of the Company till the conclusion of the 35^th Annual General Meeting to be held in the year 2022, for approval of shareholders of the Company, based on the recommendation of the Audit Committee.

Statutory Auditors” Observations:

The notes on financial statements referred to in the Auditors” Report are self-explanatory and therefore, do not call for any further explanations or comments. There are no qualifications, reservations or adverse remarks or disclaimer made in the Auditors” Report which requires any clarification or explanation.

b) Cost Auditors:

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, has appointed M/s D R Mathuria & Co., Cost Accountants as Cost Auditors of the Company for the Financial Year 201718, at a remuneration as mentioned in the Notice convening 30^th Annual General Meeting, for conducting the audit of the cost records maintained by the Company, subject to the ratification by the Members on the remuneration to be paid to the Cost Auditor. A certificate from them has been received to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limits specified under Section 139 and 141 of the Companies Act, 2013 Act and Rules framed thereunder.

c) Secretarial Auditor and Secretarial Audit Report:

The Board had appointed M/s H P Sangvhi & Co., Company Secretaries to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2017-18. There were no qualifications, reservations or adverse remarks by Secretarial Auditors of the Company. The detailed report on the Secretarial Audit is annexed as Annexure - III to this Report.

d) Internal Auditors:

Pursuant to section 138(1) read with the Company (Accounts) Rules, 2014, Mr. Hitesh Panchal, 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.

EXTRACT OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and sub section (3) of Section 92 of the Companies Act,2013,read with Rule 12 of the Company (Management and Administration) Rules, 2014 the extract of the Annual Return as at 31^st March, 2017 is provided in Annexure-IV in prescribed format MGT-9.

PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under provisions of Section 186 of Companies Act,2013 have been disclosed in the financial statements provided in Annual Report.

CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

During the year under review, all the Related Party Transanctions were entered in to by the Company in the ordinary course of business and on arm’s length basis. Hence reporting in Form AOC-2 is not applicable to the Company.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATOR OR COURT:

There are no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company has constituted a Corporate Social Responsibility Committee. The Committee is constituted to manage and overview the Corporate Social Responsibility programs of the Company. The Corporate Social Responsibility Policy as approved by the Board is available at the website of the Company at the link: (URL: http://www.aril.co.in/download/ csrpolicy-ariil.pdf).

The Annual Report on Corporate Social Responsibility activities is annexed herewith as Annexure -V.

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

Information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as provided under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014:

(a) Conservation of Energy

1) Steps taken or impact on conservation of energy:

Though the operations of the Company are not energy intensive, efforts are made for conservation of energy on an on-going basis. The Company is not using DG set but uses alternate power lines if Mains failure. The Company has installed capacitor banks and filters for improvement in powerfactor. It has also installed UPS CTP machines / Computers / Image Setters on state power. Other energy conservation measures taken during the financial year under review includes optimization of operations of the compressors and standby power not used when machines were not in use. The energy conservation initiatives have resulted in improvement of power factor.

2) Steps taken for utilization of alternate sources of energy: The Company has commenced use of LED lights to reduce energy consumption. Further, the Company has installed high efficiency lighting fixtures and old high power consumption light fittings have been replaced by low power consumption light fittings.

3) Capital Investment on energy conservation equipments: NIL

(b) Technology Absorption

1) Efforts made towards technology absorption : Not Applicable

2) Benefits derived :Not Applicable

3) Details of technology imported in last three years

a. Details of technology imported : Not Applicable

b. Year of import : Not Applicable

c. Whether the technology been fully absorbed : Not Applicable

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof : Not Applicable

4) Expenditure in curred on :Not Applicable Research and Development

(c) Foreign Exchange Earnings and Outgo:

During the Financial Year, the foreign exchange earned in terms of actual inflows was NIL, whereas the foreign exchange in terms of actual outflows was NIL.

RISK MANAGEMENT:

The board of directors of the Company has frame, implement and monitor the risk management plan for the Company. 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. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to provide healthy environment to all employees of Ajmera’s and does not tolerate any discrimination and/or harassment in any form. The Company has in place a Prevention of Sexual Harassment (POSH) policy in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial Year 2016-17, the Company did not receive any complaints under the POSH policy.

GREEN INITIATIVE FOR PAPERLESS COMMUNICATIONS:

The Ministry of Corporate Affairs (MCA) has taken a “Green Initiative in Corporate Governance” by allowing service of documents by a Company to its Members through electronic mode. The move of the ministry allows public at large to contribute to the green movement.

Keeping in view the underlying theme, the Company will continue to send various communications and documents like notice calling general meetings, audited financial statements, director’s report, auditor’s report etc. in electronic form to the email address provided by the Members to the Depositories or to the Company.

This is also a golden opportunity for every shareholder of Ajmera Realty & Infra India Limited to contribute to this Corporate Social Responsibility initiative of the Company. To support this green initiative in full measure, members who have not registered their email addresses so far, are requested to registered their e-mail addresses in respect of electronic holdings with the Depository through their concerned Depository Participant. Members who hold shares in physical form are requested to fill in the registration form which can be obtain from Company’s registrar.

AWARDS AND RECOGNITIONS

During the year under review the Company was recognised as “The World’s Greatest Brands & Leaders 2016-17- Asia & GCC” by AsiaOne Magazine. It was awarded at the Indo-UAE Business Summit & Social Forum, organised by AsiaOne Magazine.

Nevertheless, another was Luxury Developer Award of the year by Realty Fact. Our Ahmedabad project also won the best project in Mid Segment category at 11^th Real Estate Award by CNBC Awaaz.

These awards underline our commitment to performance excellence, which will continue to be key drivers of our growth in the years to come.

GENERAL DISCLOSURES:

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

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

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

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees” Stock Option Scheme referred to in this Report.

4. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

5. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

7. No fraud has been reported by the Auditors to the Audit Committee or the Board.

8. There were no material changes and commitments, affecting the financial position of the Company between the year ended 31st March,2017 and the date of Directors Report on 10th July,2017

9. The Company has not bought back any of its securities during the year under review.

10 No Bonus Shares were issued during the year under review.

APPRECIATION & ACKNOWLEDGEMENTS:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

By Order of the Board of Directors

for AJMERA REALTY & INFRA INDIA LTD

RAJNIKANT S. AJMERA

CHAIRMAN & MANAGING DIRECTOR

DIN:00010833

Place : Mumbai,

Date : 10^th July,2017

Registered Office:

CitiMall,2^nd Floor,

New Link Road, Andheri (W),

Mumbai-400053

Mumbai

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Mar 31, 2015

TO THE MEMBERS OF AJMERA REALTY & INFRA INDIA LIMITED

The Directors take pleasure in presenting Twenty Eighth Annual Report together with the Audited Financial Statements for the year ended 31st March, 2015.

HIGHLIGHTS OF THE PERFORMANCE:

(Rs. in lakhs)

Key Financial Indicators Standalone Consolidated

2014-2015 2013-2014 2014-2015 2013-2014

Revenue from Operations (net) 14391.67 797.08 22158.36 10827.38

EBIDTA 4626.98 776.23 6309.83 3257.08

Less: Finance costs 1747.17 - 2336.51 369.39

Less: Depreciation 231.77 119.75 681.85 579.29

Profit before Exceptional Items & Tax 2648.04 656.48 3291.47 2308.40

Exceptional Item - - - -

Profit before Taxation 2648.04 656.48 3291.47 2308.40

Less: Tax Expense

- Current Tax (Net of MAT Credit) 428.74 42.66 676.29 568.22

Profit after Tax 2219.30 613.82 2615.18 1740.18

Less: Minority Interest - - 47.05 120.04

Profit for the year 2219.30 613.82 2568.13 1620.14

Opening balance in Statement of Reserves and Surplus 31255.95 31175.64 36061.14 35057.60

Less: Depreciation charged to Retained Earnings 1.59 - 1.59 -

Amount available for appropriation 33473.67 31789.46 38627.69 36677.74

Less: Proposed Dividend 603.24 532.27 603.24 525.00

Tax on Dividend 0.16 1.24 0.16 91.60

Closing Balance in the Statement of Reserves & Surplus 32870.27 31255.95 38024.29 36061.14

Revenue Standalone:

During the Financial year under review, net revenue stood at Rs. 14391.67 Lakhs as compared to Rs. 797.08 Lakhs for the previous year. The Company earned a Net Profit after Tax of Rs. 2219.30 Lakhs as compared to Rs. 613.82 Lakhs in the previous year. The Company proposes to transfer an amount of Rs. 221.93 Lakhs to the General Reserves.

Revenue Consolidated:

During the Financial year under review, the Company has realised net revenue of Rs. 22158.36 Lakhs as compared to Rs. 10827.38 Lakhs. The Company's Net Profit after Tax for the year increased by 58.51% amounting to Rs. 2568.13 Lakhs as compared to NPAT of Rs. 1620.14 Lakhs in the previous year.

Consolidated profit before tax for the year is Rs. 3291.47 as compared to Rs. 2308.40 in the previous year.

DIVIDEND

Your Directors have recommended a dividend of Rs. 1.70/- per equity share, i.e. 17% of the paid up equity share capital for the year ended March 31, 2015 (Previous Year: Rs. 1.50/- per equity share, i.e. 15% of the paid up equity share capital). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

To tal amount of dividend payout will be Rs. 603.24 Lakhs. The Register of Members and Share Transfer Register shall remain closed during the period 19th September, 2015 to 25th September, 2015 (both days inclusive) for the purpose of Annual General Meeting and for payment of dividend. The dividend, if approved at the Annual General Meeting, will be payable to members whose names appear on the Register of Members of the Company on 18th September, 2015 and to those whose names appear as beneficial owner in the records of National Securities Depositories Ltd. and Central Depository Services (India) Ltd. on close of business hours as on 18th September, 2015.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to Section 135 of Companies Act, 2013 and the relevant rules, the Board has constituted the Corporate Social Responsibility (CSR) Committee, under the Chairmanship of the Board's Chairman, Mr . R ajnikant S. Ajmera. The other members of the Committee are Mr . Manoj I.Ajmera and Mr . Ambalal C. Patel. A detailed CSR Policy has also been framed which is placed on the Company's website. Other details of CSR activities as required under Section 135 of the Companies Act, 2013, are given in the CSR Report at Annexure I.

STATUTORY DISCLOSURES UNDER COMPANIES ACT, 2013:

a) Extract of Annual Return

Pursuant to sub-section 3(a) of Section 134 and sub section (3) of Section 92 of the Companies Act, 2013, read with Rule 12 of the Company (Management and Administration) Rules, 2014, the extract of the Annual Return as at 31st March, 2015 is provided in Annexure–II.

b) Share Capital

The paid up Equity Share Capital as on March 31, 2015 is Rs. 35,48,48,750/-. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity.

c) Related Party transactions

All related party transactions are entered on arms length and are in ordinary course of business . There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel, etc. which may have potential conflict with the interest of the Company at large.

All Related Party Transactions are presented to the Audit Committee. A statement of all related party transactions is placed before the Audit committee on a quarterly basis specifying nature, value, terms and conditions of the transaction.

The material Related Party Transactions policy as approved by the Board is uploaded on website of the Company and the link for the same is www.aril.co.in

Since all related party transactions entered into by the Company were in the ordinary course of business and were on arms length basis, form AOC-2 is not applicable to the Company.

d) Directors Responsibility Statement

In terms of Section 134(3)(c) & Section 134(5) of the Companies Act, 2013 your Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards had 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 and loss of the company for that period;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts has been prepared on a going concern basis;

(v) Internal financial controls as laid down, are followed by the company and that such internal financial controls are adequate and were operating effectively.

Explanation - For the purposes of this clause, the term "Internal financial controls" means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information; and

(vi) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

e) A Statement of declaration given by the Independent Directors

Necessary declaration has been obtained from Independent Directors under section 149(7) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

f) Particulars of loans, guarantees or investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes no. 12, 13 & 24 of the Standalone Audited Financial Statements.

g) The Conservation of Energy, Technology absorption, Foreign Exchange Earnings and Outgo, in such manner as may be prescribed

The particulars relating to energy conservation, technology absorption, Foreign exchange earnings and outgo as required to be disclosed under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is provided in Annexure III.

h) Deposits

In terms of provisions of Section 73 of the Companies Act, 2013 read with relevant Rules of the Act, the Company had no opening or closing balances and also has not accepted any fixed deposits during the year under review and as such, no amount of principal or interest was outstanding as on March 31, 2015.

CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION ANALYSIS:

The company has complied with the Corporate Governance requirements under Companies Act, 2013 and as stipulated as per Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance under Listing Agreement, alongwith a certificate from auditor's confirming the compliance, is annexed and forms part of the Annual Report.

A detailed Management Discussion Analysis forms part of this Annual Report.

BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEE OF DIRECTORS:

a) No. of Board Meetings

During the year, Four Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

b) Re-appointment

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr . Manoj I. Ajmera, Managing Director will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment .Your Directors recommend that the resolution relating to re-appointment of Mr . Manoj I. Ajmera, Managing Director who is liable to retire by rotation. Pursuant to the provisions of Clause 49 of the Listing Agreement, brief resume of the Director is furnished along with Explanatory Statement to the notice of this Twenty Eighth Annual Report.

c) Resignation,Cessation,Changes in the Directors/KMP

Mr. Jitendra Anandpara , who was appointed as Independent Director with effect from 18th January, 2010, resigned with effect from 1st April, 2014.

The Board of Directors of your Company placed on record their deep appreciation for the services and expert advise of Mr. Jitendra Anandpara and wished him the very best in his future endeavours.

Ms. Aarti M. Ramani was appointed as women Independent Director in place of Mr. Jitendra Anandpara with effect from 12th August, 2014.

Mr. O. P. Gandhi was appointed with effect from 13th May, 2014 as a Chief Financial Officer of the Company.

Ms. Harshini D. Ajmera,Company Secretary, Mr. O.P. Gandhi, Chief Financial Officer and Mr. Manoj I. Ajmera, Managing Director were designated as KMP .

d) Board Committees

The Company has the following statutory Committees of Board

Audit Committee

Nomination & Remuneration Committee

Stakeholders Relationship Committee

Corporate Social Responsibility Committee

The composition of each of the above Committees, their respective roles and responsibilities are given in detail in the Corporate Governance Report.

e) Board Evaluation

Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of working of its Committees. At the meeting of the Board all relevant factors that are material for evaluating performance of individual Directors, the Board and its various committees were discussed in detail. A structured questionnaire for evaluation of the Board, its various Committees and individual Directors was prepared and recommended to the Board by Nomination & Remuneration Committee for doing the required evaluation after taking into consideration the input received from the Directors covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance etc.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and Non-Independent Directors was also carried out by the independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

REMUNERATION & NOMINATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

The policy lays down the criteria for selection and appointment of Board Members. The details of the policy are explained in the Corporate Governance Report.

VIGIL MECHANISM /WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) read with Rule 7 of Companies (Meetings of Board and its powers) and Clause 49 of Listing Agreement, the Company has a vigil mechanism named Whistle Blower Policy (WBP) to deal with instance of fraud and mismanagement, if any. The details of the WBP Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

AUDITORS:

The Company's Statutory Auditors , M/s. V. Parekh & Associates, Chartered Accountants, Mumbai was appointed in the last Annual General Meeting for a period of three financial years. They have confirmed their eligibility under section 141 of the Companies Act, 2013 and the Rules framed thereunder for appointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. We propose the ratification of appointment of Statutory Auditors from conclusion of this Annual General Meeting till conclusion of 30th Annual General Meeting, subject to shareholder's approval.

a) Auditors and their report

The Independent Auditors Report to the Shareholders does not contain any reservation,qualification or adverse remark.

b) Cost Auditor and Cost Audit Report

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its real estate activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s. D.R.Mathuria & Co., Cost Accountants as the Cost Auditors to audit the cost records of the Company for the FY 2015-2016 at a remuneration not exceeding Rs. 75,000/- (Rupees Seventy Five Thousand only). As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking member's ratification for the remuneration payable to M/s. D.R.Mathuria & Co.,Cost Accountants is included in Item No.5 of the Notice convening the Annual General Meeting.

Also the Cost Audit report for FY 2014-15 was placed before Board Meeting as on 23rd July, 2015 with no qualifications.

c) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s H.P. Sanghvi & Co, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Auditor's Report is annexed in Annexure IV. It does not contain any qualification.

PARTICULARS OF REMUNERATION TO DIRECTORS / EMPLOYEES:

The Information relating to Remuneration of Directors as required under Section 197 (12) is given in Annexure V herewith. Also information as required under the provisions of Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure V to the Directors' Report. As per the proviso to Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out in Annexure V. There are no employees posted and working outside India except Directors drawing more than Rs. 6 million per financial year or Rs. 5 lakhs per month.

SUBSIDIARY COMPANIES:

As per section 129(3) the salient features of financial statements of Subsidiaries,Associates and Joint Ventures are provided in Form AOC-1 in the Annexure-VI.

RISK MANAGEMENT:

The Audit Committee has also been delegated the responsibility for monitoring and reviewing risk management, assessment and minimization procedures, developing, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to. The Board also reviews the risk management assessment and minimization procedures.

CONSOLIDATED ACCOUNTS:

The Consolidated Financial Statements of your Company for the Financial Year 2014-15 are prepared in compliance with applicable Accounting Standards and applicable clauses of the Listing Agreement as prescribed by the Securities and Exchange Board of India. The consolidated accounts have been prepared on the basis of audited financial statements received from subsidiaries and joint venture companies, as approved by their respective Boards.

The annual accounts and financial statements of the subsidiary companies and related information in detail shall be made available to members on request and are open for inspection at the Registered Office of your Company.

UNPAID/UNCLAIMED DIVIDEND :

Pursuant to Section 205C and other applicable provisions of Companies Act, 1956 (the corresponding provision in the Companies Act, 2013 have not yet been notified). Dividends that are unpaid/unclaimed for a period of seven years are required to be transferred to the Investor Education and Protection Fund administered by the Central Government.

During the year under review the Company has transferred Rs. 3.61 Lakhs towards unclaimed dividend pertaining to the Financial Year 2006-07 to Investor Education Protection Fund.

Attention is drawn that the unclaimed/unpaid dividend for the financial year 2007-2008 which is due for transfer to IEPF on or before 5th November,2015. In view of this, the Members of the Company, who have not yet encashed their dividend warrant(s) or those who have not claimed their dividend amounts, may write to the Company/Company's Registrar and Share Transfer Agent, Sharex Dynamic (India) Private Limited.

The details of the consolidated unclaimed/unpaid dividend details as required by the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, for all the unclaimed/ unpaid dividend accounts outstanding (drawn upto the date of Twenty Seventh Annual General Meeting held on 27th September, 2014) in terms of the Ministry of Corporate Affairs Notification No. G.S.R 352 (E) dated May 10, 2012 has been uploaded on the Company website: http://www.aril.co.in

THE BALANCE IN THE UNPAID/UNCLAIMED DIVIDEND ACCOUNTS AS ON 31ST MARCH, 2015 ARE AS FOLLOWS:

Year Type of Dividend per Date of declaration of Dividend Share (Rs.) Dividend

2007-2008 Final 1.10 30th Sept, 2008

2008-2009 Final 1.10 30th Sept, 2009

2009-2010 Final 1.10 29th Sept, 2010

2010-2011 Final 1.40 30th Sept, 2011

2011-2012 Final 1.70 28th Sept, 2012

2012-2013 Final 1.50 27th Sept, 2013

2013-2014 Final 1.50 27th Sept, 2014

Year Due date of Transfer Amount in Rs. as on 31st March, 2015

2007-2008 5th Nov, 2015 3,75,852.00

2008-2009 5th Nov, 2016 1,22,917.30

2009-2010 4th Nov, 2017 1,26,477.50

2010-2011 5th Nov, 2018 1,61,192.60

2011-2012 3rd Nov, 2019 2,04,108.80

2012-2013 2nd Nov, 2020 2,49,903.50

2013-2014 2nd Nov, 2021 4,63,768.00

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There was no significant and material orders passed by the regulators / courts during the year under review.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to provide healthy environment to all employees of Ajmera's and does not tolerate any discrimination and/or harassment in any form. The Company has in place a Prevention of Sexual Harassment (POSH) policy in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial Year 2014-15,there were no complaints received by the Company.

ACKNOWLEDGEMENT:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year . The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

By Order of the Board of Directors

for AJMERA REALTY & INFRA INDIA LTD.

RAJNIKANT S.AJMERA

CHAIRMAN & MANAGING DIRECTOR

DIN: 00010833

Place : Mumbai

Date : 23rd July, 2015

Registered Office:

"Citi Mall", Link Road,

Andheri (W), Mumbai – 400 053

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Mar 31, 2014

Dear members,

The Directors take pleasure in presenting the TWENTY-SEVENTH Annual Report of the Company along with the Audited Accounts for the financial year ended 31 st March, 2014.

FINANCIAL HIGHLIGHTS (Rs. in Lakhs)

Standalone Consolidated

2013-2014 2012-2013 2013-2014 2012-2013

Revenue from Operations (net) 797.08 1309.22 10827.38 8878.56

EBIDTA 776.23 1272.74 3257.08 3015.59

Less: Finance costs - - 369.39 393.55

Less: Depreciation 119.75 117.82 579.29 635.40 Profit before Exceptional Items & Tax 656.48 1154.92 2308.40 1986.64

Exceptional Item - - - -

Profit before Taxation 656.48 1154.92 2308.40 1986.64

Less:Tax Expense

*Current Tax 42.66 130.33 568.22 318.33

*Deferred Tax(charge)/credit - - - 44.60

*MAT credit utilization/entitlement - - - -

Profit after tax 613.82 1024.59 1740.18 1623.71

Less:Minority Interest - - 120.04 74.69

Profit attributable to the shareholders of the 613.82 1024.59 1620.14 1549.02 Company

Opening balance in Statement of Profit and Loss 31175.64 30683.70 35057.60 36590.96

Amount available for appropriation 31850.84 31759.51 36785.56 35966.23

Final Dividend 532.27 532.27 525.00 532.27

Tax on Dividend 1.24 0.37 91.60 0.37

Transfer to general Reserve 61.38 51.23 107.82 375.99

Closing Balance in the Statement of Profit and Loss 31255.95 3175.64 36061.14 35057.60

PERFORMANCE:

Revenue Standalone:

Net revenue stood at Rs. 797.98 Lacs as compared to Rs.1309.28 Lacs. The Company earned a Net Profit after Tax of Rs. 613.82 Lacs as compared to NPAT of Rs. 1024.59 lacs in the previous year . The Company has its geographical presence in the State of Maharashtra, Gujarat and Karnataka.

Revenue Consolidated:

During the year under review, the Company has earned net revenue of Rs.10287.38 Lacs as compared to Rs.8878.56 Lacs. The Company earned a Net Profit after Tax of Rs.1740.18 lacs as compared to NPAT of Rs 1623.71 Lacs in the previous year.

CONSOLIDATED ACCOUNTS:

The Consolidated Financial Statements of your Company for the financial year 2013-14 are prepared in compliance with applicable Accounting Standards and applicable clauses of the Listing Agreement as prescribed by the Securities and Exchange Board of India. The consolidated accounts have been prepared on the basis of audited financial statements received from subsidiaries and joint venture companies, as approved by their respective Boards.

The annual accounts and financial statements of the subsidiary companies and related detailed information shall be made available to members on request and are open for inspection at the Registered Office of your Company till the meeting.

OPERATIONS:

Your Company has launched three prime projects AEON, ZEON & TREON at i-LAND, Wadala which has approximately 1.2 Million Sq. Ft. of saleble area. Then this project consists of high end Luxurious residential apartments and enjoys the added advantage of Monorail, the elevated freeway which is connecting the south and central business districts in span of 20 Minutes. It has its presence in Ahmadabad & Bangluru also.

TRANSFER TO RESERVES :

An amount of Rs. 61.38 Lacs is proposed to be transferred out of the current profits to General Reserve.An amount of Rs.18.93 lakhs is proposed to be retained in the Statement of profit and loss.

DIVIDEND :

Your Directors have recommended a dividend of Rs.1.5 per equity share, i.e. 15% of the paid up equity share value for the year ended March 31, 2014 (Previous Year: Rs.1.5 per equity share, i.e.15% of the paid up equity share value) . The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

Total amount of dividend payout will be Rs.532.27 Lakhs. The Register of Members and Share Transfer Register shall remain closed during the period 21st September, 2014 to 27th September, 2014 (both days inclusive) for the purpose of Annual General Meeting and for payment of dividend. The dividend, if approved at the Annual General Meeting, will be payable to members whose names appear on the Register of Members of the Company on 21st September, 2014, being the first day of Book-Closure and to those whose names appear as beneficial owner in the records of National Securities Depositories Ltd. and Central Depository Services (India) Ltd. on close of business as on 20th September, 2014.

SUBSIDIARY COMPANIES / JOINT VENTURES :

The Company has five direct Subsidiaries as on 31st March 2014, namely Jolly Brothers Private Limited, Ajmera Estate Karnataka Private Limited, Ajmera Mayfair Global Realty W.L.L, Ajmera Bio-fuel Limited and Ajmera Realty Ventures Private Limited.

In accordance with the General Circular no.2/2011 dated 8th February,2011 issued by Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit & Loss Account and other documents of the subsidiary companies are not being attached with Balance Sheet of the Company. The Company will make available the Annual Accounts of the Subsidiary Companies and related detailed information to any member of the Company who may be interested in obtaining the same at the registered office of respective subsidiary Companies. The same information is also made available on the website of the Company.

As on 1st April,2014 ,the Company has acquired 100% stake in the Ajmera Realcon Private Limited. The said subsidiary has acquired 50% stake in Amisha Buildcon Pvt. Ltd. which has project in Khidkali , Dist. Thane.

DIRECTORS RESPONSIBILITY STATEMENT :

the Annual Report. The requisite Certificate from the Auditors of the company confirming compliance with conditions of Corporate Governance as stipulated under Clause 49, is attached to this report.

Pursuant to Clause 49 of the Listing Agreement with BSE & NSE, Management Discussion and Analysis, Corporate Governance Report, Auditors'' Certificate for compliance of conditions of Corporate Governance and CEO Certificate on Code of Conduct is made as a part of the Annual Report.

CODE OF CONDUCT :

Pursuant to Clause 49 of the Listing Agreement, the declaration signed on the Code of Conduct by the Directors and senior management personnel for the year forms part of the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

The Management Discussion and Analysis Report has been separately furnished in the Annual Report and forms part of the Annual Report.

PUBLIC DEPOSITS :

During the year under review, your company has not accepted or renewed any fixed Deposit from the public.

UNPAID/UNCLAIMED DIVIDEND :

Pursuant to the provisions of Section 124 of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF). Shareholders of the Company who have not received or encashed their dividend warrants for the Financial years, as mentioned below, are requested to claim the unpaid / unclaimed dividend from the Company before its transfer to the above mentioned Fund:

Year Type of Dividend Date of declaration Dividend per Share (Rs) of Dividend

2006-2007 Final 1.10 28th Dec 2007

2007-2008 Final 1.10 30th Sept 2008

2008-2009 Final 1.10 30th Sept 2009

2009-2010 Final 1.10 29th Sept 2010

2010-2011 Final 1.40 30th Sept 2011

2011-2012 Final 1.70 28th Sept 2012 2012-2013 Final 1.50 27th Sept 2013

Year Due date of Transfer Amount in Rs. as on 31st March, 2014

2006-2007 27 Jan 2015 3,55,709.00

2007-2008 29th Oct 2015 3,75,852.00

2008-2009 29th Oct 2016 1,22,917.30

2009-2010 28th Oct 2017 1,26,477.50

2010-2011 29th Oct 2018 1,83,844.20

2011-2012 27th Oct 2019 2,10,767.70 2012-2013 26th Oct 2020 2,57,234.00

SECRETARIAL AUDIT

The secretarial Audit Report for the year ended March 31, 2014 issued by Mr. Haresh P Sanghvi, Practicing Company Secretary is provided separately in the annual report.

CONSOLIDATED FINANCIAL STATMENTS :

As required under ''Accounting Standard 21-Consolidated Financial Statements'' read with Accounting Standard 23 on Accounting for investments in associates, As-27 on financial reporting of interest in joint ventures, the Company is providing the audited consolidated financial statements in the Annual Report incorporating the results of the subsidiary companies.

INTERNAL AUDIT AND INTERNAL CONTROL

The Company has in place well-defined internal control mechanisms and comprehensive internal audit programmes with the activities of the entire organisation under its ambit. the internal audit programme is reviewed and approved by the Audit Committee at the beginning of each financial year and progress reports are placed before the Committee on a quarterly basis.

PARTICULARS OF THE EMPLOYEES :

During the year, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO LNEED TO TALK TO PREETAM DUSEJA)

The particulars relating to energy conservation, technology absorption. Foreign exchange earnings and outgo, as required to be disclosed under Section 217 (1) (e) of the Companies Act, 1956 tread with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

Since the company caters to domestic market only, it has not undertaken any activities relating to export, initiatives to increase exports, development of new export markets for products and services or formulated any export plans.

The transaction involving foreign exchanges during the year are as below:

Total expenditure in foreign Exchange:

Travelling Rs. : Nil (Nil in previous year)

Architecture fees Rs. : 31.86 Lakhs ( Rs.22.30 Lakhs in previous year)

HUMAN RESOURCE DEVELOPMENT:

Human resource is an invaluable asset of any Organization. Induction and refresher training schemes covering functional and behavioral areas were conducted during the year and employees at all levels were exposed to various training programmes which is an ongoing process.

APPRECIATION :

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

By Order of the Board of Directors for AJMERA REALTY & INFRA INDIA LTD

Sd/-

RAJNIKANT S. AJMERA CHAIRMAN & MANAGING DIRECTOR

Place : Mumbai, Date : 12th August,2014

Registered Office: "Citi Mall", Link Road, Andheri (W), Mumbai - 400 053

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Mar 31, 2013

To, The Members,

The have pleasure in presenting the TWENTY SIXTH ANNUAL REPORT AND AUDITED ACCOUNTS of the Company for the year ended on 31 st March, 2013.

FINANCIAL HIGHLIGHTS (Rs. in Lakhs) Standalone Consolidated 2012-2013 2011-2012 2012-2013 2011-2012

Total Revenue 1309.22 1886.92 8878.56 21689 68

Total Expenditure 36.48 141.30 5862.97 16836.21

Earnings before interest, 1272.74 1745.62 3015.59 4853.47 depreciation and amortisation

Depreciations Amortisation 117.82 78.28 635.40 324 98

Finance Cost 393.55 154.62

Profit before Taxation 1154.92 1667.34 1986.64 4373.87 Tax Expense

-Current Tax 130.33 214.25 318.33 214.25

-Deferred Tax (Charge)/Credit 44.60

-MAT credit utilization/entitlement -

Profit after tax 1024.59 1453.09 1623.71 4159 62

Minority Interest 74.69 286.19

Share Profit /Loss of Associate -

Profit for the year 1024.59 1453.09 1549.02 3873.43

PERFORMANCE:

Consolidated Performance:

The total revenue stood at Rs.8878.56 Lacs as compared to Rs.21689.68 Lacs due to liquidation of stock of Ajmera Infiniti which was declared in 2011-2012.The Company earned a Net Profit after Tax of Rs. 1549.02 Lacs as compared to NPAT of Rs.3873.43 lacs in the previous year. The Company has its geographical presence in the State of Maharashtra, Gujarat and Karnataka.

Standalone Performance:

During the year under review, the Company has earned total revenue of Rs.1309.22 Lacs as compared to Rs.1886.92 Lacs.The Company earned a Net Profit after Tax of Rs. 1024.59 lacs as compared to NPAT of Rs1453.09 Lacs in the previous year.

OPERATIONS:

During the year under review the Company has commenced Ajmera Zeon project comprising of 5.32 Lacs Sq. ft of area at Wadala, Mumbai and has also declared the project named "Treon" at Wadala comprising approx 5.32 Lacs q. ft of area.

TRANSFER TO RESERVES:

An amount of Rs.51.23 Lacs is proposed to be transferred out of the current profits to General Reserve.

DIVIDEND:

Your Directors are pleased to recommend dividend at the rate of Rs.1.5 per equity share, i.e. 15% of the paid up equity share value for the year ended March 31, 2013 (Previous Year: Rs.1.7 per equity share, i.e. 17% of the paid up equity share value) subject to the approval by the Shareholders at the forthcoming Annual General Meeting.

Total amount of dividend payout will be Rs.532.27 Lacs. The Register of Members and Share Transfer Register shall remain closed during the period 21st September, 2013 to 27th September, 2013 (both days inclusive) for the purpose of Annual General Meeting and for payment of dividend. The dividend, if approved at the Annual General Meeting, will be payable to members whose names appear on the Register of Members of the Company on 20th September, 2013, being the first day of Book-Closure and to those whose names appear as beneficial owner in the records of National Securities Depositories Ltd. and Central Depository Services (India) Ltd. on close of business as on 20th September, 2013.

SUBSIDIARY COMPANIES/JOINT VENTURES:

As on 31 st March, 2013, the Company has five Subsidiaries namely Jolly Brothers Private Limited, Ajmera Estate Karnataka Private Limited, Ajmera Mayfair Global Realty W.L.L, Ajmera Biofuel Limited and Ajmera Realty Ventures Private Limited.

In accordance with the general circular issued by Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit & Loss Account and other documents of the subsidiary companies are not being attached with Balance Sheet of the Company The Company will make available the Annual Accounts of the Subsidiary Companies and related detailed information to any member of the Company who may be interested in obtaining the same at the registered office of respective subsidiary Companies. The same information is also made available on the website of the Company. A statement pursuant to Section 212 of the Companies Act, 1956 is set out as Annexure-I to this report.

During the year under review the Company has acquired 100% stake in the Ajmera Realty Ventures Private Limited. The said subsidiary has acquired 50% stake in Sumedha Spacelinks LLP in partnership with Sheetal Infrastructure Private Limited which is in progress of setting up a project named Casa Vyoma, Ahmedabad and developing a residential zone in an upcoming area.

STATEMENT UNDER SECTION 212(1)(e) OF THE COMPANIES ACT.1956 FOR SUBSIDIARIES:

A statement pursuant to Section 212(1) (e) read with Sub- Section (3) of Section 212 of the Companies Act, 1956 for the Financial Year 2013 for the subsidiary companies is set out as Annexure -1 to this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confirm that: -

I. in the preparation of the annual accounts for the Financial Year ended 31 March, 2013, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

II. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year end and of the Profit & Loss of the Company for the year ended under review;

III. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities; and

IV. the Directors had prepared the annual accounts of the Company for the financial year under review on a Going Concern basis.

DIRECTORS:

Mr. Ambalal C Patel, Director retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re- appointment.

Mr. Manoj I. Ajmera, Managing Director retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

Brief resume of the Directors proposed to be appointed/ re-appointed, nature of his experience in specific functional areas, names of the companies in which he holds directorship and membership/chairmanship of Board Committees, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are provided in the Notice for convening the Annual General Meeting.

AUDITORS:

The Company''s Auditors, M/s. V Parekh & Associates, Chartered Accountants, retire as Auditors of your Company at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have indicated their willingness to accept reappointment and have further furnished necessary Certificate in terms of Section 224 (1B) of the Companies Act, 1956.

The Audit Committee has considered and recommended the reappointment of M/s. V. Parekh & Associates, Chartered Accountants, Mumbai, as Statutory Auditors of the Company, to the Board of Directors at its meeting held on 9th May,2013. Your Directors have accepted the recommendation and recommend to the shareholders the re-appointment of M/s. V. Parekh & Associates, Chartered Accountants, Mumbai as the Statutory Auditors of the Company.

COST AUDITOR

As per companies (Cost Accounting Records) Rules 2011, The Company filed the Cost Audit Report along with Cost Compliance Report for the financial year 2011-12 in XBRL format.

The Board of Directors, subject to the approval of the Central Government, reappointed Mr. D. R. Mathuria & Company, Cost Accountant, holding certificate of practice No. 5670 as a Cost Auditors for conducting the Cost Audit for financial year 2013-14. Subject to the compliance with all the requirements as stipulated in circular no. 15/2011 Dated 11th April 2011 and No. 36/2011 Dated 6th November 2012 issued by MCA, the audit committee of directors recommended his reappointment.

The Company has also received a letter from the Cost Auditor, stating that the appointment, if made, will be within the limits prescribed under the Section 224 (1B) of the Companis Act, 1956.

AUDITORS'' REPORT:

The observations made by the Auditors in their Report referring to the Notes forming part of the Accounts are self-explanatory and therefore, do not require any further comments under Section 217(3) of the Companies Act, 1956,

LISTING:

The Company''s equity shares are presently listed with Bombay Stock Exchange Ltd (Code - 513349) and National Stock Exchange of India Limited (Code-AJMERA).

CORPORATE GOVERNANCE:

The Company has committed to maintain the highest standards of Corporate Governance as set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors of the company confirming compliance with conditions of Corporate Governance as stipulated under Clause 49, is attached to this report.

Pursuant to Clause 49 of the Listing Agreement with BSE & NSE, Management Discussion and Analysis, Corporate Governance Report, Auditors'' Certificate for compliance of conditions of Corporate Governance and CEO Certificate on Code of Conduct is made as a part of the Annual Report.

CODE OF CONDUCT:

Pursuant to Clause 49 of the Listing Agreement, the declaration signed on the Code of Conduct by the Directors and senior management personnel for the year forms part of the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report has been separately furnished in the Annual Report and forms part of the Annual Report.

PUBLIC DEPOSITS:

During the year under review, your company has not accepted or renewed any fixed Deposit from the public.

UNCLAIMED DIVIDEND:

An amount of Rs. 10.33 Lacs is lying in the unpaid equity dividend account of the Company in respect of the dividend declared so far on 31 st March, 2013. Members who have not yet received /claimed their dividend entitlements are requested to contact the Company or the Registrar and Transfer Agent of the Company.

CONSOLIDATED FINANCIAL STATEMENTS:

As required under Accounting Standard 21-Consolidated Financial Statements'' read with Accounting Standard 23 on Accounting for Investments in Associates, As-27 on financial reporting of interest in joint ventures, the Company is providing the audited consolidated financial statements in the Annual Report incorporating the results of the subsidiary companies.

PARTICULARS OF THE EMPLOYEES:

During the year, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under Section

217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The provisions of Section 217(1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not applicable.

Since the company caters to domestic market only, it has not undertaken any activities relating to export, initiatives to increase exports, development of new export markets for products and services or formulated any export plans.

The transaction involving foreign exchanges during the year are as below:

Total expenditure in foreign Exchange: Travelling Rs.: Nil (Rs. 1.04 Lacs in previous year) Architecture fees Rs. :22.30(Rs. 18.67 Lacs in previous year)

HUMAN RELATIONS:

During the year employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company. There was a total understanding of the Management objectives by the workers. The Company has consistently tried to improve its HR policies and processes so as to acquire, retain & nurture the best of the available talent in the Industry.

ACKNOWLEDGMENT:

Your Directors would like to express their appreciation for the assistance and co-operation received from Financial Institutions/Term Lenders like HDFC Bank and ICICI Bank.

The Board of Directors wishes to thank the Central Government, State Government, RBI, SEBI, The Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Ltd. (NSE) for their co-operation in various spheres of your Company''s functions.

Your Directors thank all the shareholders of the Company, its clients and investors for their support during the year and look forward to their continued support in the years to come.

Your Company has also gained considerably from the sincere and devoted services rendered by its employees at all levels. The Board of Directors wishes to place on record its appreciation of their efforts in enhancing the image of your Company in the market.

By order of the Board of Directors

For AJMERA REALTY & INFRA INDIA LTD

RajnikantS.Ajmera Chairman & Managing Director

Date:12th August,2013

Place: Mumbai

---

Mar 31, 2012

The Members,

We have pleasure in presenting the TWENTY FIFTH ANNUAL REPORT AND AUDITED ACCOUNTS of the Company for the year ended on 31 st March, 2012.

FINANCIAL HIGHLIGHTS (Rs. in Lakhs)

Standalone Consolidated

2011-2012 2010-2011 2011-2012 2010-2011

Total Revenue 1886.92 1809.46 21689.68 17204.45

Total Expenditure 219.58 501.14 17315.81 14455.83

Earnings before interest, Depreciation and 1745.62 1361.95 4853.47 4362.04

Amortisation

Depreciation & Amortisation 78.28 47.08 324.98 47.08

Finance Cost - 6.56 154.62 1566.34

Profit before Taxation 1667.34 1308.31 4373.87 2748.61

Tax Expense

-Current Tax 214.25 260.89 214.25 260.89

-Deferred Tax(charge) /credit -MAT credit utilization /entitlement

Profit aftertax 1453.09 1047.42 4159.62 2487.72

Minority Interest - - 286.19 144.06

Share Profit/Loss of Associate

Profit for the year 1453.09 1047.42 3873.43 2343.66

PERFORMANCE:

Consolidated Performance

During the year under review, the Company has sold approx 4 Lakhs sq. ft. of area valuing Rs.145 crores. The total revenue stood at Rs. 216 crores as compared to Rs.172 crores representing an increase of 21 % The Company earned a Net Profit after Tax of Rs. 38.73 crores as compared to NPAT of Rs.23.43 crores in the previous year representing increase of 65%. The Company has its geographical presence in the State of Maharashtra, Gujarat and Karnataka.

Standalone Performance:

During the year under review, the Company has earned total revenue of Rs.18.86 crores as compared to Rs.18.09 crores representing an increase of 4.2% . The Company earned a Net Profit after Tax of Rs.14.53 crores as compared to NPAT of Rs.10.47 crores in the previous year representing increase of 39%.

OPERATIONS:

During the year under review the Company has commenced Ajmera Zeon project comprising of 15 Lakhs sq.ft. of area in the city of Mumbai.

TRANSFER TO RESERVES:

An amount of Rs.108.98 Lakhs is proposed to be transferred out of the current profits to General Reserve

DIVIDEND:

Despite facing several odds such as challenging business environment, sluggish demand, lower industry volume and increased costs, having regard to the Companys policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals and the shareholders' aspirations, your Directors are pleased to recommend dividend at the rate of Re.1.7 per equity share, i.e. 17% of the paid up equity share value for the year ended March 31, 2012 (Previous Year: Rs.1.4per equity share, i.e.14 % of the paid up equity share value) subject to the approval by the Shareholders at the forthcoming Annual General Meeting.

Total amount of dividend payout will be Rs.603.77 Lakhs The Register of Members and Share Transfer Register shall remain closed during the period 22nd September, 2012 to 28th September, 2012 (both days inclusive) for the purpose of Annual General Meeting and for payment of dividend. The dividend, if approved at the Annual General Meeting, will be payable to members whose names appear on the Register of Members of the Company on 21st September, 2012, being the first day of Book-Closure and to those whose names appear as beneficial owner in the records of National Securities Depositories Ltd. and Central Depository Services (India) Ltd. on close of business as on 21st September, 2012.

SUBSIDIARY COMPANIES/JOINT VENTURES:

As on 31st March, 2012,the Company has four Subsidiaries namely Jolly Brothers Private Limited, Ajmera Estate Karnataka Private Limited, Ajmera Mayfair Global Realty W.L.L and Ajmera Biofuel Limited.

In accordance with the general circular issued by Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit & Loss Account and other documents of the subsidiary companies are not being attached with Balance Sheet of the Company. The Company will make available the Annual Accounts of the Subsidiary Companies and related detailed information to any member of the Company who may be interested in obtaining the same at the registered office of respective subsidiary Companies. The same information is also made available on the website of the Company. A statement pursuant to Section 212 of the Companies Act, 1956 is set out as Annexure-I to this report.

During the year under review the Company has acquired 100% stake in the Ajmera Biofuel Limited. The said subsidiary has acquired 49% stake in Comet Power Private Limited (CPPL) which has the one of the best performed Solar Power Plant. The CPPL has commenced operation for 5.75 MW solar power project at Rajasthan.The commercial production has commenced from November,2011 and has reached optimum production in the month of January,2012.The performance of the Project is comm endable in the Country and one of the best plant in generation so far.

The Company has invested in 90 % stake of Laudable Infrastructure LLP ("Laudable") subject to such approvals, consent, sanctions and permissions of the appropriate authorities.

The Laudable has entered into ai Partnership with "Ajmera Bora Associates", wherein Laudable holds 67% stake and rest 33% vests in Bora Group The said Partnership firm holds a land of approx 1,87,000 Sq. Ft. atPune.

The SaNa BuildPro LLP ("the LIP") is 74.90% owned by the Company to carry on some really extensive real estate projects through such collaborations.

Further the Company has associated with V.M.Procon Private Limited ("the JVC"),by acquiring 50% of Equity shares and the rest is held by Sheetal Infrastructure Private Limited. It has launched HI- END Residential project "Enigma-Fragrance of life" at Ahmadabad on28thMay,2011.

The JVC holds land of approx. 7661.00 sq.mts. The Project is situated Opposite Auda Sports Complex, S.G.Road, Ahmedabad ,a fast growing area in the City.

This project will have saleable area of 3.00 Lakhs sq.ft approx. comprising of multi storey premium Towers with modern lifestyle amenities like Club House, Swimming Pool.etc.

STATEMENT UNDER SECTION 212(1 )(e) OF THE COMPANIES ACT, 1956 FORSUBSIPJARIES

A statement pursuant to Section 212(1) (e) read with Sub-Section (3) of Section 212 of the Companies Act, 1956 for the Financial Year 31st March, 2012 for the subsidiary companies is set out as Annexure I to this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confirm that: -

I. in the preparation of the annual accounts for the Financial Year ended 31 March, 2012, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

II. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year end and of the Profit & Loss of the Company for the year ended under review;

III. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities; and

IV. the Directors had prepared the annual accounts of the Company for the financial year under review on a Going Concern basis.

DIRECTORS:

Mr. J.J Doshi, Director retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re- appointment.

Mr. Jitendra Anandpara, Director retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re- appointment.

Mr. Manoj I Ajmera and Mr. Sanjay C. Ajmera, who were appointed as an Additional Director w.e.f April, 24,2012, shall vacate the office at the Ensuing General Meeting. A resolution for their appointment as Managing Director and Whole Time Director, respectively at the Ensuing General Meeting is incorporated in the Notice of Annual General Meeting.

Brief resume of the Directors proposed to be appointed/re- appointed, nature of his experience in specific functional areas, names of the companies in which he holds directorship and membership/chairmanship of Board Committees, shareholding and relationship between Directors inter-se, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are provided in the Notice for convening the Annual General Meeting.

AUDITORS.

The Company's Auditors, M/s. V. Parekh & Associates, Chartered Accountants, retire as Auditors of your Company at the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. They have indicated their willingness to accept reappointment and have further furnished necessary Certificate in terms of Section 224 (1B) of the Companies Act, 1956.

The Audit Committee has considered and recommended the reappointment of M/s. V. Parekh & Associates, Chartered Accountants, Mumbai, as Statutory Auditors of the Company, to the Board of Directors at its meeting held on 30th July,2012. Your Directors have accepted the recommendation and recommend to the shareholders the re-appointment of M/s. V. Parekh & Associates, Chartered Accountants, Mumbai as the Statutory Auditors of the Company.

AUDITOR SiREPQRT.:

The observations made by the Auditors in their Report referring to the Notes forming part of the Accounts are self-explanatory and therefore, do not require any further comments under Section 217(3) of the Companies Act, 1956.

LISTING.:

The Company's equity shares are presently listed with The Bombay Stock Exchange Ltd (Code - 513349) and The National Stock Exchange of India Limited (Code - AJMERA). CORPORATE. GOVERNANCE.:

The Company has committed to maintain the highest standards of Corporate Governance as set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors of the company confirming compliance with conditions of Corporate Governance as stipulated under Clause 49, is attached to this report.

Pursuant to Clause 49 of the Listing Agreement with BSE & NSE, Management Discussion and Analysis, Corporate Governance Report, Auditors' Certificate for compliance of conditions of Corporate Governance and CEO Certificate on Code of Conduct is made as a part of the Annual Report.

CODE OF CONDUCT:

Pursuant to Clause 49 of the Listing Agreement, the declaration signed by the Code of Conduct by the Directors and senior management personnel for the year which forms part of the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report has been separately furnished in the Annual Report.

PUBLIC DEPOSITS:

During the year under review, your company has not accepted or renewed any fixed Deposit from the public.

UNCLAIMED DIVIDEND.:

An amount of Rs. 9.09 Lakhs is lying in the unpaid equity dividend account of the Company in respect of the dividend for the Financial Year 2011. Members who have not yet received /claimed their dividend entitlements are requested to contact the Company or the registrar and transfer agent of the Company.

CONSOLIDATED FINANCIAL STATEMENTS:

As required under 'Accounting Standard 21-Consolidated Financial Statements' read with Accounting Standard 23 on Accounting for Investments in Associates, AS-27 on financial reporting of interest in joint ventures, the Company is providing the audited consolidated

Financial Statements in the Annual Report incorporating the results of the subsidiary companies.

PARTICULARS OFTHE EMPLOYEES:

During the year, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The provisions of Section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not applicable.

Since the company caters to domestic market only, it has not undertaken any activities relating to export, initiatives to increase exports, development of new export markets for products and services or formulated any export plans.

The transaction involving foreign exchanges during the year are as below:

Total expenditure in foreign Exchange:

Travelling Rs.1.04 Lakhs, Architecture fees Rs.18.67 Lakhs (Rs10.76 Lakhs as in Previous year)

HUMAN RELATIONS:

During the year employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company. There was a total understanding of the Management objectives by the workers. The Company has consistently tried to improve its HR policies and processes so as to acquire, retain & nurture the best of the available talent in the Industry.

ACKNOWLEDGEMENT:

The Board of Directors wishes to thank the Central Government, State Governments, RBI, SEBI, The Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Ltd. (NSE) for their co-operation in various spheres of your Company's functions. The Board of Directors expresses its gratitude for the co-operation extended by the Financial Institutions / Term Lenders like Dena Bank, HDFC Bank, Kotak Bank and Axis Bank for their support.

Your Directors thank all the shareholders of the'Company, its clients and investors for their support during the year and look forward to their continued support in the years to come.

Your Company has also gained considerably from the sincere and devoted services rendered by its employees at all levels. The Board of Directors wishes to place on record its appreciation of their efforts in enhancing the image of your Company in the market.

By order of the Board of Directors For AJMERA REALTY & INFRA INDIA LTD.

Rajnikant S.Ajmera Chairman & Managing Director

Date : 30th July, 2012 Place: Mumbai

---

Mar 31, 2011

The Members,

We have pleasure in presenting the TWENTY FOURTH ANNUAL REPORT AND AUDITED ACCOUNTS of the Company for the year ended on 31 st March, 2011.

FINANCIAL HIGHLIGHTS (Rs. in Lakhs)

2010-11 2009-10

Turnover Gross 1740.36 2357.25

Profit before interest, Depreciation &Taxation 1358.22 1488.75

Less: Interest 2.10 98.71

Profit before Depreciations Taxation 1356.12 1390.04

Less: Depreciation 47.08 21.54

Profit before Taxation 1309.04 1368.50

Provision for Taxation 261.62 232.64

Profit after Tax 1047.42 1135.86

Less: Adjustment in respect of Previous Year

Net Profit Available for Appropriations 1047.42 1135.86

Appropriations

Proposed Dividend (Including Tax) 579.30 456.65

Transfer to General Reserve 57.61 45.46

Balance carried to Balance Sheet 17946.63 17536.12

OPERATIONS

During the year under review, the Company has achieved Sales Turnover of Rs.1740.36 Lakh with Net Profit of Rs. 1047.42 Lakh.

The historic land acquisition cost, ready project, world-class construction and deliverance on time has helped company to become one of the leading player in the industry.

The Company's operations are as follows:

"Aeon"

The only destination with advanced intercity connection. For those in a habit of wanting the best out of life, AEON is a lifestyle innovation that fulfils the greater needs of luxury class citizens. Ajmera Aeon, a 49 storey tower planning 2/3/4 BHK homes, and top of the line modern amenities, promises to lift your lifestyle to a whole new level, destined to get the Green Building Certification. Aeon is planned by Singapore-based architects Space Matrix, and will offer the latest in technology, clean renewable energy, myriad comforts, and single access control to multiple facilities that will propel you into the New Age with slick splendor.Till date, the company has completed 4th level of podium parking, and the execution of rest work is going as per the project plans. We have achieved a very progressive response and aspire to receive the same.

"Ajmera Summit"

Ultra Tech Property Developers Private Limited, one of our associate Company has announced its latest project at Kalina at Santacruz- East (BKC) - the sophisticated business hub of Mumbai named as "Ajmera Summit". Owing to its timeless style of creation and strategic location, Ajmera Summit provides a perfect launching pad for all businesses giving each the opportunity to thrive in an invigorating global ambience. Ajmera Summit is a universal platform where both business and prosperity will move hand in hand.The project has been completed till the 4th Level of the plan .giving a ray to a effacacious movement of work.

"Enigma-Fragrance of Life"

The Company has entered into Joint Venture with Sheetal Infrastructure Private Limited The Joint Venture Company named "VM.Procon Private Limited" (JVC) has launched HI-END Residential project "Enigma-Fragrance of life" at Ahmedabad The JVC holds land of approx. 7661.00 sq.mts. The Project is situated Opposite Auda Sports Complex, S.G.Road, Ahmedabad ,a fast growing area in the City.

This project will have saleable area of 3.00 Lakhs sq. ft approx. comprising of multi storey premium towers with modern lifestyle amenities like Club House, Swimming Pool, etc. We have gained a very affirmative response from the potential customers, which has in return accelerated the growth of the project smoothly.

RESERVES

An amount of Rs.57.61 Lakhs is proposed to be transferred out of the current profits to General Reserve

DIVIDEND

Your Directors are pleased to recommend a dividend of 14% (Rs.1.4 per equity share of Rs.10 each), subject to the approval by the Shareholders at the forthcoming Annual General Meeting. The total amount of dividend payout will be Rs.4.97 crores. The Register of Members and Share Transfer Register shall remain closed during the period 24th September,2011 to 30th September.2011 (both days inclusive) for the purpose of Annual General Meeting and for payment of dividend. The dividend, if approved at the Annual General Meeting, will be payable to members whose names appear on the Register of Members of the Company on 24th September.2011, being the first day of Book-Closure and to those whose names appear as beneficial owner in the records of National Securities Depositories Ltd. and Central Depository Services (India) Ltd. on close of business as on 23rd September,2011 .

The Dividend payout for the year under review has been formulated in accordance with the Company's policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals and the shareholders1 aspirations.

SUBSIDIARIES

In accordance with the general circular issued by Ministry of Corporate Affairs, Government of India ,the Balance Sheet, Profit & Loss Account and other documents of the subsidiary companies are not being attached with Balance Sheet of the Company. The Company will make available the Annual Accounts of the Subsidiary Companies and related detailed information to any member of the Company who may be interested in obtaining the same at the registered office of respective subsidiary Companies. A statement pursuant to Section 212 of the Companies Act. 1956 is set out as Annexure-I to this report.

DIRECTORS

Shri Ambaiai C. Patei, Director retires by rotation at toe ensuing Annual General Meeting and, being eligible, offers himself for re- appointment.

Brief resume of the Directors proposed to be re-appointed, nature of his experience in specific functional areas, names of the companies in which he holds directorship and membership/chairmanship of Board Committees, shareholding and relationship between Directors inter-se, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are provided in the Notice for convening the Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confirm that: -

I. in the preparation of the annual accounts for the Financial Year ended 31 March, 2011, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

II. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year end and of the Profit & Loss of the Company for the year ended under review;

III. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities; and

IV. the Directors had prepared the annual accounts of the Company for the financial year under review on a going concern basis.

LISTING

The Company's equity shares are presently listed with Bombay Stock Exchange Ltd (Code - 513349) and National Stock Exchange of India Limited (Code-AJMERA).

CORPORATE GOVERNANCE

The Company has committed to maintain the highest standards of Corporate Governance as set out by SEBI.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the company confirming compliance with conditions of Corporate Governance as stipulated under Clause 49. is attached to this report.

Pursuant to Clause 49 of the Listing Agreement with BSE & NSE, Management Discussion and Analysis, Corporate Governance Report, Auditors' Certificate for compliance of conditions of Corporate Governance and CEO Certificate on Code of Conduct is made as a part of the Annual Report..

CONSOLIDATED FINANCIAL STATEMENTS

As required under 'Accounting Standard 21-Consolidated Financial Statements' read with Accounting Standard 23 on Accounting for Investments in Associates, AS-27 on financial reporting of interest in joint ventures, the Company is providing the audited consolidated financial statements in the Annual Report incorporating the results of the subsidiary companies.

AUDITORS

The Company's Auditors, M/s. V. Parekh & Associates, Chartered Accountants, retire as Auditors of your Company at the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. They have indicated their willingness to accept reappointment and have further furnished necessary Certificate in terms of Section 224 (1B) of the Companies Act, 1956.

The Audit Committee has considered and recommended the reappointment of M/s. V. Parekh & Associates, Chartered Accountants, Mumbai, as Statutory Auditors ot the Company, to the Board of Directors. Your Directors have accepted the recommendation and recommend to the shareholders the re- appointment of M/s. V. Parekh & Associates, Chartered Accountants, Mumbai as the Statutory Auditors of the Company.

AUDITORS' REPORT

The observations made by the Auditors in their Report referring to the Notes forming part of the Accounts are self-explanatory and therefore, do not require any further comments under Section 217(3) of the Companies Act,1956.

PARTICULARS OF THE EMPLOYEES

During the year, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 217(1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not applicable.

Since the company caters to domestic market only ,it has not undertaken any activities relating to export,initiatives to increase exports, developmemt of new export markets for products and services or formulated any export plans.

The transaction involving foreign exchanges during the year are as below:

Total expenditure in foreign Exchange.

Travelling Rs.26.28 Lakhs

Architecture fees Rs.31.22 Lakhs (Rs.353.19 Lakhs as in Previous year)

HUMAN RELATIONS

During the year employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company. There was a total understanding of the Management objectives by the workers. The Company has consistently tried to improve its HR policies and processes so as to acquire, retain & nurture the best of the available talent in the Industry.

FIXED DEPOSITS

During the year under review, your company has not accepted or renewed any fixed Deposit from the public.

ACKNOWLEDGEMENT

The Board of Directors wishes to thank the Central Government, State Governments, RBI, SEBI, The Ministry of Corporate Affairs, The Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Ltd. (NSE) for their co-operation in various spheres of your Company's functions. The Board of Directors expresses its gratitude for the co-operation extended by the Financial Institutions / Term Lenders like Dena Bank, HDFC Bank and KotakBankfor their support.

Your Directors thank all the shareholders of the Company, its clients and investors for their support during the year and look forward to their continued support in the years to come.

Your Company has also gained considerably from the sincere and devoted services rendered by its employees at ali levels. The Board of Directors wishes to place on record its appreciation of their efforts in enhancing the image of your Company in the market.

By order of the Board of Directors

For AJMERA REALTY & INFRA INDIA LTD

Ishwarlal S.Ajmera Rajnikant S.Ajmera

Whole Time Director Managing Director

Date: 10th June, 2011

Place: Mumbai

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Mar 31, 2010

The Board of Directors have pleasure in presenting the TWENTY THIRD ANNUAL REPORT AND AUDITED ACCOUNTS of the Company for the year ended on 31st March, 2010.

FINANCIAL HIGHLIGHTS (Rs. in Lakhs)

2009-10 2008-09

Turnover Gross 2357.25 5105.38

Profit before Interest, Depreciation & Taxation 1488.75 2662.15

Less: Interest 98.71 590.72

Profit before Depreciation & Taxation 1390.04 2071.43

Less: Depreciation 21.54 16.74

Profit before Taxation 1368.50 2054.69

Provision for Taxation 232.64 236.19

Profit after Tax 1135.86 1818.50

Less: Adjustment in respect of Previous Year

Net Profit 1135.86 1818.50

Add: Balance in P&L Account B/F 16902.37 15083.87

Balance carried to Balance Sheet 18038.23 16902.37

OPERATIONS

During the year under review, the Company has achieved Sales Turnover of Rs.2357.25 Lakh with Net Profit of Rs. 1135.86 Lakh.

The historic land acquisition cost, ready project, world-class construction and deliverance on time has helped company to become one of the leading player in the industry.

The Company has acquired 36% stake in Ultra Tech Property Developers Private Limited which is holding land Kalina, Santacruz, adjacent to BKC and is having potential of development of approx 40,000 Sq. Ft. Civil work has already been commenced.

DIVIDEND

Your Directors are pleased to recommend a dividend of 11 % (Rs.1.10 per equity share of Rs.10 each), subject to the approval by the Shareholders at the forthcoming Annual General Meeting. The total amount of dividend payout will be Rs.3.90 crore, 34.51 % of profit for the year against a payout of Rs.3.90 crore, 21.45% of profit in the previous year. The Register of Members and Share Transfer Register shall remain closed during the period 23rd September, 2010 to 29th September, 2010 (both days inclusive) for the purpose of Annual General Meeting and for payment of dividend. The dividend, if approved at the Annual General Meeting, will be payable to members whose names appear on the Register of Members of the Company on close of business as on 22nd September, 2010.

SUBSIDIARIES

As on 31 st March, 2010 Company had three subsidiaries viz. Jolly Brothers Pvt. Limited, Ajmera Estate (Karnataka) Private Limited and Ajmera Mayfair Global Realty W.L.L. A statement pursuant to Section 212 of the Companies Act, 1956 is set out as Annexure-1 to this report.

DIRECTORS

In the financial year 2009 -10, Industrial Development Bank of India Limited has withdrawn its nominee Mr. Ashok U Katra from the Board of the Company w.e.f. 1 st July, 2009.

The Board of Directors have appointed Shri Jitendra Anandpara as an additional director of the Company at their meeting held on January 18,2010.

Shri Jagdish J Doshi, Director retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

Brief resume of the Directors proposed to be re-appointed, nature of their experience in specific functional areas, names of the companies in which they hold directorship and membership/chairmanship of Board Committees, shareholding and relationship between Directors inter-se, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are provided in the Notice for convening the Annual General Meeting.

GROUP

Persons constituting group coming within the definition of "group" for the purpose of Regulation 3(1)(e)(l) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 are set out as Annexure-2 of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confirm that: -

I. in the preparation of the annual accounts for the Financial Year ended 31 March 2010, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

II. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit & Loss of the Company for the year ended under review;

III. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities; and

IV. the Directors had prepared the annual accounts of the Company for the financial year under review on a going concern basis.

LISTING

The Companys equity shares are presently listed with Bombay Stock Exchange Ltd (Code - 513349) and National Stock Exchange of India Limited (Code-AJMERA).

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with BSE & NSE, Management Discussion and Analysis, Corporate Governance Report, Auditors Certificate regarding compliance of conditions of Corporate Governance and CEO Certificate on Code of Conduct is made as a part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

As required under Accounting Standard 21-Consolidated Financial Statements read with Accounting Standard 23 on Accounting for Investments in Associates, the Company is providing the audited consolidated financial statements in the Annual Report incorporating the results of the subsidiary companies.

AUDITORS

The Companys Auditors, M/s. V. Parekh & Associates, Chartered Accountants, retire as Auditors of your Company at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have indicated their willingness to accept reappointment and have further furnished necessary Certificate in terms of Section 224 (1B) of the Companies Act, 1956.

The Audit Committee has considered and recommended the reappointment of M/s. V. Parekh & Associates, Chartered Accountants, Mumbai, as Statutory Auditors of the Company, to the Board of Directors. Your Directors have accepted the recommendation and recommend to the shareholders the re-appointment of M/s. V. Parekh & Associates, Chartered Accountants, Mumbai as the Statutory Auditors of the Company.

AUDITORS REPORT

The observations made by the Auditors in their Report referring to the Notes forming part of the Accounts are self- explanatory and therefore, do not require any further comments under Section 217(3) of the Companies Act, 1956.

PARTICULARS OF THE EMPLOYEES

During the year, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption are not applicable to the Company. The transaction involving foreign exchanges during the year are given as Annexure-3 of this report.

HUMAN RELATIONS

During the year employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company. There was a total understanding of the Management objectives by the workers. The Company has consistently tried to improve its HR policies and processes so as to acquire, retain & nurture the best of the available talent in the Industry.

FIXED DEPOSITS

During the year under review, your company has not accepted or renewed any fixed deposit from the public.

ACKNOWLEDGMENT

The Board of Directors wishes to thank the Central Government, State Governments, RBI, SEBI, The Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Ltd. (NSE) for their co-operation in various spheres of your Companys functions. The Board of Directors expresses its gratitude for the co-operation extended by the Financial Institutions / Term Lenders like Dena Bank, HDFC Bank, Kotak Bank and Axis Bank for their support.

Your Directors thank all the shareholders of the Company, its clients and investors for their support during the year and Jook forward to their continued support in the years to come.

Your Company has also gained considerably from the sincere and devoted services rendered by its employees at all levels. The Board of Directors wishes to place on record its appreciation of their efforts in enhancing the image of your Company..

By order of the Board of Directors

For AJMERA REALTY & INFRA INDIA LTD



Date: 30th July, 2010 C S AJMERA

Place: Mumbai Chairman & Managing Director