Directors Report of Ajwa Fun World & Resorts Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 33^rd Annual Report together with the Audited
Statement of Accounts of AJWA FUN WORLD AND RESORT LIMITED for the year ended on 31^st March
2025.

FINANCIAL RESULTS:

(AMOUNT IN LACS)

PARTICULARS	2024-25	2023-24
Revenue from operations	270.24	256.57
Other Income	39.75	4.09
Total income	309.99	260.66
Profit before interest, depreciation & taxation	207.76	289.87
Interest & financial expenses	2.42	20.11
Depreciation	0.00	19.74
Profit before exceptional item	104.65	10.64
Exceptional Items	65.73	0.00
Profit before tax	38.92	10.64
Provision for tax	9.00	0.00
Net Profit after tax	29.92	10.64

FINANCIAL PERFORMANCE:

The Company is engaged in the Amusement Business Activities and during the year under review, the
Revenue from operations of the Company was Rs 270.24/- Lacs against Rs 256.57/- Lacs in the previous
year which shows the Increased in revenue by 5.33%. During the period, The Company has earned a Profit
after tax of Rs 29.92 Lacs/- compared to Profit of Rs 10.64 Lacs/- in the previous year which shows the
Increased by 181.20%.

DIVIDEND:

To conserve the financial resources of the Company, your Directors do not recommend dividend for the
year under review.

FINANCE:

(i) SHARE CAPITAL:-

The Authorised Share Capital of the Company as on 31st March, 2025 is ^ 25,00,00,000 divided into

2.50.00. 000 Equity Shares of ^ 10 each during the year under review;

During the financial year 2024-2025, there have been no changes to the authorized share capital structure
of the company.

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL:

The issued, subscribed and Paid-up share capital of the Company as of March 31, 2025 stands at ^

6.39.00. 000 divided into 63,90,000 Equity Shares of ^ 10 each during the year under review;

The Company has neither issued equity shares with differential voting rights nor granted stock options or
sweat equity.

STATUS OF SHARES:

As the members are aware, the company''s shares are compulsorily tradable in electronic form. As on
March 31, 2025, 55.25% of the company''s total paid up capital representing 35,30,700 shares are in de-
materialized form.

(ii) DEPOSITS:-

The Company has not accepted/renewed any public deposits during the year under review as per
provision of Section 73 of the Companies act, 2013 read with Companies (Acceptance of Deposit) Rules,
2014 during the period under review. Hence, the requirement for furnishing the details of deposits which
are not in compliance with Chapter V of the Act is not applicable.

(iii) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: -

Particulars of loans, guarantees and investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the Notes to the Financial Statements.

TRANSFER TO RESERVES:

The Company has transferred an amount of ^ 29.92 Lakhs to the General Reserve for the financial year
under review.

During the Financial Year 2024-2025, Extraordinary General Meeting of the Company held as on 09^th Day
of August, 2024 passed members resolution to sale land owned by the company admeasuring of 95,252 Sq
Mtrs to Godrej Projects Development Limited.

There have no any material changes and commitments, which affect the financial position of the company
which have occurred between the end of the financial year to which the financial statements relate and the
date of this Report.

INTERNAL FINANCIAL CONTROLS:

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the
Company. The system should be designed and operated effectively. Rule 8(5) (viii) of Companies
(Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with
reference to the financial statements to be disclosed in the Board''s report. To ensure effective Internal
Financial Controls the Company has laid down the following measures:

1 The internal financial control systems are commensurate with the size and nature of its
operations.

2 All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is
seriously taken by the management and corrective actions are taken immediately. Any
amendment is regularly updated by internal as well as external agencies in the system.

3 Approval of all transactions is ensured through a preapproved Delegation of Authority
Schedule which is reviewed periodically by the management.

4 The Company follows a robust internal audit process. Transaction audits are conducted
regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets.
Fixed Asset verification of assets is done on an annual basis. The audit reports for the above
audits are compiled and submitted to Board of Directors for review and necessary action.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act, 2013 and clause 49 of the Listing Agreement, the
Company has formulated a Whistle Blower Policy to establish a vigil mechanism for directors and
employees of the Company. The purpose and objective of this Policy is to provide a framework to promote
responsible and secure whistle blowing. It protects the employees wishing to raise a concern about
serious irregularities within the Company. The details of the Whistle Blower Policy posted on the website
of the Company www.ajwaworld.com.

RELATED PARTY TRANSACTIONS:

No Related Party Transactions were entered into during the financial year 2024-2025. All Related Party
Transactions entered into in the past were on an arm''s length basis and were in the ordinary course of
business. There are no materially significant Related Party Transactions made by the Company with
promoters, directors, Key Managerial Personnel or other designated persons which may have potential
conflict with the interests of the Company at large.

On the recommendation of the Audit Committee, the Board of Directors has adopted a policy on Related
Party Transactions, which is also uploaded on the website of the Company (www.ajwaworld.com) under
the head ''Investor Relations''. The Policy envisages the procedure governing related party transactions
required to be followed to ensure compliance with the applicable laws and regulations as well as to ensure
that the Related Party Transactions are managed and disclosed in accordance with the strict legal and
accounting requirements.

All related party transactions entered during FY 2024-2025 were on arm''s length basis and not material
under the Act and SEBI Listing Regulations. None of the transactions required members'' prior approval
under the Act. The particulars of the contracts or arrangements with the related parties as per the
provisions of Section 188 of the Companies Act, 2013 is given in prescribed form AOC - 2 attached to the
report as Annexure - I.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS:

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

CORPORATE SOCIAL RESPONSIBILITY:

The requirements of corporate social responsibility in terms of Section 135 of the Companies Act,
2013 does not apply to your company.

DIRECTORS & KEY MANAGEMENT PERSONNEL:

There are following Changes in Directors during Financial Year 2024-2025.

MRS. SONI HIMANSHU NANDECHA appointed as NON EXECUTIVE INDEPENDENT DIRECTOR
of the Company w.e.f. 30^th Day of September, 2024

MRS. SHANTI YASHPAL NANDECHA resigned as NON EXECUTIVE INDEPENDENT DIRECTOR
of the Company w.e.f. 30^th Day of September, 2024

There are no any changes in Directors between end of the financial year and date of signing of
Board report.

Retirement by rotation:-

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the
Company, MR. RAHIL JAIN retires by rotation and is eligible for reappointment.

As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Director retiring and
seeking reappointment at the ensuing Annual General Meeting is annexed to the notice convening
the Annual General Meeting.

a) THE COMPOSITION OF BOARD OF DIRECTORS OF THE COMPANY AS ON 31/03/2025:-

Name of Directors	Designation	Category
RAJESHKUMAR CHUNILAL JAIN	Chairman Managing Director	PROMOTER EXECUTIVE DIRECTOR
RAHIL RAJESHKUMAR JAIN	DIRECTOR	PROMOTER NON¬ EXECUTIVE DIRECTOR
DIPAK BHAGWATILAL NAGARWALA	DIRECTOR	NON- EXECUTIVE DIRECTOR
SHANTI YASHPAL NANDECHA -RESIGNED 30.09.2024	DIRECTOR	NON EXECUTIVE INDEPENDENT DIRECTOR
ARVIND MANUBHAI VAKIL	DIRECTOR	NON EXECUTIVE INDEPENDENT DIRECTOR
JYOTIBEN GOPAL PANDYA	CFO(KMP)	CFO
SONI HIMANSHU NANDECHA APPOINTMENT 30.09.2024	DIRECTOR	NON EXECUTIVE INDEPENDENT DIRECTOR

•^rl''A\N U''

b) NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND DATES OF
BOARD MEETINGS:

During the year, Nine (9) Board Meetings and four (4) Audit Committee Meetings were
convened and held. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.

Details of the meetings of the Board along with the attendance of the Directors therein have
been disclosed forming part of this Annual Report.

Sr. No.	Date of Board Meeting	Total Strength Of The Board	No. of Directors Present
1.	24-May-2024	5	5
2.	29-May-2024	5	5
3.	09-July-2024	5	5
4.	16-July-2024	5	5
5.	13-Aug-2024	5	5
6.	06-Sept-2024	5	5
7.	13-Nov-2024	5	5
8.	31-Dec-2024	5	5
9.	12-Feb-2025	5	5

(i) Declarations by Independent Directors:-

Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013 (the “Act”), with
respect to statement on declaration given by Independent Directors under Section 149(6) of the
Act, the Board hereby confirms that all the Independent Directors of the Company have given a
declaration and have confirmed that they meet the criteria of independence as provided in the
said Section 149(6) and relevant Regulation of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

(ii) Board Evaluation:-

In compliance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing
Agreement, the Board has carried out an annual performance evaluation of its own performance,
the directors individually as well as the evaluation of the working of its Nomination &
Remuneration Committee.

(iii) Key Managerial Personnel:

As on the date of this report, the following are the Key Managerial Personnel(s) of the Company:

Name of Directors	Designation
RAJESHKUMAR CHUNILAL JAIN	Chairman Managing Director
KOSHA ANILBHAI SHAH	Company Secretary
JYOTIBEN GOPAL PANDYA	CFO

INDEPENDENT DIRECTORS’ MEETING:

For the year under review, the Company has received declarations from the Independent
Directors of the Company viz., Mr. ARVIND MANUBHAI VAKIL (DIN: 07566695), Mrs. SHANTI
YASHPAL NANDECHA (DIN: 06964386)* and Mrs. SONI HIMANSHU NANDECHA (DIN:
10766602) which state that they fulfill the criteria to act as Independent Director as envisaged in
Section 149 (6) & (7) of the Companies Act, 2013 as well as under SEBI (LODR) Regulations,
2015.

The Independent Directors met once during the year, on 12^th Day of February, 2025 without the
presence of Executive, Non-Executive Non-Independent Directors and the Management Team.
The meeting was attended by Mr. ARVIND MANUBHAI VAKIL (DIN: 07566695) and Mrs. SONI
HIMANSHU NANDECHA (DIN: 10766602) the Independent Directors. It was conducted to enable
the Independent Directors to discuss following matters:

i. Evaluation of the performance of non- Independent Directors and the Board as a whole;

ii. Evaluation of the performance of the Chairperson of the company, taking into account the
views of executive directors and non-executive directors;

iii. Evaluation of the quality, quantity and timeliness of flow of information between the company
management and the Board that is necessary for the Board to effectively and reasonably perform
their duties.

All the Independent Directors were present at the meeting.

*Mrs. SHANTI YASHPAL NANDECHA (DIN: 06964386) was resigned as an Independent Director
of the Company w.e.f. 30/09/2024

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE. 2016

During the Financial year ended on 31^st March, 2025, there is no application made or any
proceeding pending under the insolvency and Bankruptcy Code, 2016 (31 of 2016) against the
company.

HEALTH. SAFETY AND ENVIRONMENT PROTECTION

Company''s Health and Safety Policy commits to comply with applicable legal and other
requirements connected with occupational Health, Safety and Environment matters and provide
a healthy and safe work environment to all employees of the Company.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication of its employees in all
areas of the business. The Company has a structured induction process at all locations and
management development programs to upgrade skills of managers. Objective appraisal systems
based on key result areas (KRAs) are in place for senior management staff.

The Company is committed to nurturing, enhancing and retaining its top talent through superior
learning and organizational development. This is a part of our Corporate HR function and is a
critical pillar to support the organization''s growth.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The
Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered
under this policy.

Your Directors state that during the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

THE 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

Not applicable during the year under review.

FORMAL ANNUAL EVALUATION

The Company has devised a policy for performance evaluation of its individual directors, the
Board and the Committees constituted by it, which includes criteria for performance evaluation.

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of
its own performance, working of the Committees and the Directors individually.

The Board performance was evaluated based on inputs received from all the Directors after
considering criteria such as Board''s effectiveness in decision making, in providing necessary
advice and suggestions to the Company''s management, etc.

A separate meeting of the Independent Directors was also held during the year for evaluation of
the performance of the Non-Independent Directors, the Board as a whole and that of the
Chairman.

The Nomination and Remuneration Committee has also reviewed the performance of the
individual directors based on their knowledge, level of preparation and effective participation in
meetings, contribution towards positive growth of the Company, etc.

DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations
obtained by them, your Directors make the following statements in terms of the Section 134(3)
(c) of the Companies Act, 2013:

(i) That in the preparation of the annual financial statements for the year ended 31^st March,
2025; the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;

(ii) That such accounting policies, as mentioned in the Financial Statements as ‘Significant
Accounting Policies'' have been selected and applied consistently and judgments and
estimates have been made that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the company as at 31^st March, 2025 and of the profit of the Company
for the year ended on that date;

(iii) That proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the annual financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financial controls were
adequate and were operating effectively;

(vi) That proper systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review are annexed hereto
and form part of the Directors'' Report as Annexure - II.

STATUTORY AUDITOR:

As per Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules,
2014 M/s. S P V P & CO, Chartered Accountants VADODARA (FRN: 155159W) Appointed as the
Statutory Auditors of the company retire at ensuring Annual General Meeting and are eligible for
re-appointment. They have furnished a certificate regarding their eligibility for re-appointment
as statutory Auditors of the Company, Pursuant to Section 139(2) of the Companies Act, 2013
read with Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014. The Board
of Directors recommends their re-appointment for up to conclusion of 37^th Annual General
Meeting.

The Report given by M/s. S P V P & CO, Chartered Accountants VADODARA (FRN: 155159W), on
the financial statements of the Company for the year 2025 is part of the Annual Report. There has
been no qualification, reservation or adverse remark or disclaimer in their Report. During the
year under review, the Auditors have not reported any matter under Section 143 (12) of the Act,
therefore, no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

SECRETARIAL AUDITOR:-

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules thereunder, Mr.
VIVEK NITINBHAI VASANI Proprietor of M/s. V. N. VASANI & ASSOCIATES, Company
Secretaries, Rajkot is appointed as the Secretarial Auditor of the Company with effect from 29^th
Day of May 2024 for the FY 2024-2025. The Secretarial Audit Report submitted by him is
annexed to this Report as Annexure - III

INTERNAL AUDITORS:-

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules,
2014, the Company has appointed CA AKASH JAYESH SHAH (MEM NO: 165080) as an Internal
Auditor of the Company with effect from 29^th Day of May 2024 for the FY 2024-2025.

EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on 31 March, 2025 is available on the Company''s
website and can be accessed at http://www.ajwaworld.com/pdf/Form_MGT_7.pdf

CORPORATE GOVERNANCE:

As per the provisions of SEBI (Listing Obligations and Disclosures requirement) Regulation,
2015, the annual report of the listed entity shall contain Corporate Governance Report and it is
also further provided that if the company is not having the paid up share capital exceeding Rs. 10
Crores and Net Worth exceeding Rs. 25 Crores, the said provisions are not applicable. As our
company does not have the paid up share capital exceeding Rs. 10 Crores and Net worth
exceeding Rs. 25 Crores, the Corporate Governance Report is not applicable and therefore not
provided by the Board.

COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT. PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Company''s Policy relating to appointment of Directors, payment of Managerial
remuneration, Directors'' qualifications, positive attributes, independence of Directors and other
related matters as provided under Section 178(3) of the Companies Act, 2013, the company has
constituted the Nomination and Remuneration Committee and their policy and same approved
by the Board. The Policy is attached at “Annexure - IV”.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The
Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered

under this policy.

Your Directors state that during the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE OUTGO:

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and
outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 are provided hereunder:

PARTICULARS	REMARKS
A) CONSERVATION OF ENERGY:
> the steps taken or impact on conservation of energy;	The Corporation is taking due care for using electricity in the office and its branches. The Corporation usually takes care for optimum utilization of energy. No capital investment on energy Conservation equipment made during the financial year.
> the steps taken by the company for utilizing alternate sources of energy;
> the capital investment on energy conservation equipments;
B) TECHNOLOGY ABSORPTION:
> the efforts made towards technology absorption;	NA
> the benefits derived like product improvement, cost reduction, product development or import substitution;	NA
> in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	NA
(a) the details of technology imported;	--
(b) the year of import;	--
(c) whether the technology been fully absorbed;	--
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; Not applicable since 5 years period is over
> the expenditure incurred on Research and Development	NA
(c) FOREIGN EXCHANGE EARNINGS AND OUTGO:
> The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows	FOREIGN EXCHANGE EARNING (RS IN LAKHS) NA FOREIGN EXCHANGE OUTGO (RS IN LAKHS) NA

PARTICULARS OF EMPLOYEES:

As of March 31, 2025, the total numbers of permanent employees in the Company are 11.

The particulars of employees under the provisions of Section 197(12) of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is enclosed as Annexure - V.

Disclosures with respect to the remuneration of Directors and employees as required under
Section 197 (12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided separately as Annexure 4 to this Report.

Details of employee remuneration as required under provisions of Section 197(12) of the Act and
Rule 5(2) & 5(3) of Companies(Appointment and Remuneration of Managerial Personnel) Rules,
2014 will be made available at the registered office of the Company during working hours,
pursuant to the provisions of the first proviso to Section 136(1) of the Act and any Member
interested in obtaining such information may write to the Company Secretary and the same will
be made available to any such Member on request.

SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend, the provision of Section 125 of the companies
Act, 2013 do not apply.

CHANGE IN THE NATURE OF THE BUSINESS OF THE COMPANY

During the year, there is no change in the nature of the business of the company.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, the company has no subsidiaries or joint ventures.

RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to negative consequences on the
Company''s businesses. Risk management is a structured approach to manage uncertainty. A
formal enterprise wide approach to Risk Management is being adopted by the Company and key
risks will now be managed within a unitary framework. As a formal roll-out, all business divisions
and corporate functions will embrace Risk Management Policy and Guidelines, and make use of
these in their decision making. Key business risks and their mitigation are considered in the
annual/strategic business plans and in periodic management reviews. The risk management
process in our multi-business, multi-site operations, over the period of time will become
embedded into the Company''s business systems and processes, such that our responses to risks
remain current and dynamic

SECRETARIAL STANDARDS

The Board of Directors of the Company confirms to the best of their knowledge and belief that the
Company has complied with the applicable provisions of the Secretarial Standards issued by the
Institute of Company Secretaries of India as amended from time to time and made applicable by
the Ministry of Corporate Affairs during the year under review.

INSURANCE:

All fixed assets and movable assets of the Company are adequately insured.
ACKNOWLEDGMENT:

Your Directors would like to express their sincere appreciation for the co-operation and
assistance received from shareholders, bankers, financial institutions, regulatory bodies and
other business constituents during the year under review. Your Directors also wish to place on
record their deep sense of appreciation for the commitment displayed by all executives, officers
and staff of the Company during the financial year.

DATE: Tuesday, 24 June, 2025

REGD. OFFICE:

AJWA FUN WORLD AND RESORT LIMITED BY ORDER OF BOARD OF DIRECTORS

CIN: L45201GJ1992PLC018294 FOR AJWA FUN WORLD AND RESORT LIMITED

AJWA NIMETA ROAD
P O AJWACOMPOUND

TA-WAGHODIYA DIST-BARODA sd/-

VADODARA-391510

RAJESHKUMAR CHUNILAL JAIN
Managing Director
(DIN: 00285542)

---

Mar 31, 2024

Your Directors have pleasure in presenting the 32^nd Annual Report together with the Audited
Statement of Accounts of AJWA FUN WORLD AND RESORT LIMITED for the year ended on 31^st March
2024.

FINANCIAL RESULTS:

(amount im i arci

PARTICULARS	2023-24	2022-23
Revenue from operations	256.56	274.37
Other Income	4.08	50.21
Total income	260.64	324.58
Total Expenditure	250.01	298.40
Profit/(Loss) before Tax	10.63	26.18
Less: Interest	0	0
Less: Depreciation & Amortization Cost	0	0
Less: Extraordinary items	0	0
Tax Expenses	0	0
Profit/(Loss) for the year	10.63	26.18

FINANCIAL PERFORMANCE:

The Company is engaged in the Amusement Business Activities and during the year under review, the
Revenue from operations of the Company was Rs 256.56/- Lacs against Rs 274.37/- Lacs in the previous
year which shows the Decreased in revenue by 6.49%. During the period, The Company has earned a
Profit after tax of Rs 10.63 Lacs/- compared to Profit of Rs 26.18 Lacs/- in the previous year which shows
the decreased by 15.55%.

DIVIDEND:

To conserve the financial resources of the Company, your Directors do not recommend dividend for the
year under review.

FINANCE:

(i) SHARE CAPITAL:-

The Authorised Share Capital of the Company as on 31st March, 2024 is ^ 25,00,00,000 divided into

2.50.00. 000 Equity Shares of ^ 10 each during the year under review;

During the financial year 2023-2024, there have been no changes to the authorized share capital structure
of the company.

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL:

The issued, subscribed and Paid-up share capital of the Company as of March 31, 2024 stands at ^

6.39.00. 000 divided into 63,90,000 Equity Shares of ^ 10 each during the year under review;

The Company has neither issued equity shares with differential voting rights nor granted stock options or
sweat equity.

STATUS OF SHARES:

As the members are aware, the company''s shares are compulsorily tradable in electronic form. As on
March 31, 2024, 55.02% of the company''s total paid up capital representing 35,16,400 shares are in de-
materialized form.

(ii) DEPOSITS:-

The Company has not accepted/renewed any public deposits during the year under review as per
provision of Section 73 of the Companies act, 2013 read with Companies (Acceptance of Deposit) Rules,
2014 during the period under review. Hence, the requirement for furnishing the details of deposits which
are not in compliance with Chapter V of the Act is not applicable.

(iii) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:-

Particulars of loans, guarantees and investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the Notes to the Financial Statements.

TRANSFER TO RESERVES:

The Company has transferred an amount of ^ 10.63 Lakhs to the General Reserve for the financial year
under review.

There have been one material changes and commitments, which affect the financial position of the
company which have occurred between the end of the financial year to which the financial statements
relate and the date of this Report.

Board of Directors of the Company for effecting the sale, bifurcation, assignment, transfer and conveyance
of the Property comprising of land owned by the company admeasuring 25,279 Sq Mtrs bearing CTS
number NA 62 and land admeasuring 69,973 Sq Mtrs bearing CTS number NA 63 (P) situated at Village
Rayantalawadi, Taluka Waghodia, District Baroda, India to Godrej Projects Development Limited” in
one or more tranches/phases and either as a whole or in part for a total consideration value per square
meter rate is Rs 5968.37 and subject to such terms and conditions as mutually agreed upon by the
Company with the Buyer.

INTERNAL FINANCIAL CONTROLS:

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in
the Company. The system should be designed and operated effectively. Rule 8(5) (viii) of Companies
(Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with
reference to the financial statements to be disclosed in the Board''s report. To ensure effective Internal
Financial Controls the Company has laid down the following measures:

1 The internal financial control systems are commensurate with the size and nature of its
operations.

2 All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is
seriously taken by the management and corrective actions are taken immediately. Any
amendment is regularly updated by internal as well as external agencies in the system.

3 Approval of all transactions is ensured through a preapproved Delegation of Authority
Schedule which is reviewed periodically by the management.

4 The Company follows a robust internal audit process. Transaction audits are conducted
regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets.
Fixed Asset verification of assets is done on an annual basis. The audit reports for the above
audits are compiled and submitted to Board of Directors for review and necessary action.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act, 2013 and clause 49 of the Listing Agreement, the
Company has formulated a Whistle Blower Policy to establish a vigil mechanism for directors and
employees of the Company. The purpose and objective of this Policy is to provide a framework to promote
responsible and secure whistle blowing. It protects the employees wishing to raise a concern about
serious irregularities within the Company. The details of the Whistle Blower Policy posted on the website
of the Company www.aiwaworld.com.

No Related Party Transactions were entered into during the financial year 2023-2024. All Related Party
Transactions entered into in the past were on an arm''s length basis and were in the ordinary course of
business. There are no materially significant Related Party Transactions made by the Company with
promoters, directors, Key Managerial Personnel or other designated persons which may have potential
conflict with the interests of the Company at large.

On the recommendation of the Audit Committee, the Board of Directors has adopted a policy on Related
Party Transactions, which is also uploaded on the website of the Company (www.ajwaworld.com) under
the head ''Investor Relations''. The Policy envisages the procedure governing related party transactions
required to be followed to ensure compliance with the applicable laws and regulations as well as to ensure
that the Related Party Transactions are managed and disclosed in accordance with the strict legal and
accounting requirements.

All related party transactions entered during FY 2023-2024 were on arm''s length basis and not material
under the Act and SEBI Listing Regulations. None of the transactions required members'' prior approval
under the Act. The particulars of the contracts or arrangements with the related parties as per the
provisions of Section 188 of the Companies Act, 2013 is given in prescribed form AOC - 2 attached to the
report as Annexure - I.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS:

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

CORPORATE SOCIAL RESPONSIBILITY:

The requirements of corporate social responsibility in terms of Section 135 of the Companies Act,
2013 does not apply to your company.

There are following Change in Directors during Financial Year 2023-2024

MR. PRADYUMAN INDRAVADAN PANDYA resigned as NON EXECUTIVE INDEPENDENT
DIRECTOR of the Company w.e.f. 29^th Day of May, 2023

MR. DIPAK BHAGWATILAL NAGARWALA Appointed as NON EXECUTIVE DIRECTOR of the
Company at an Annual General Meeting of Members held as on 29^th Day of September, 2023

MRS. ASTHA RAHIL JAIN Appointed as CFO of the Company w.e.f. 12^th Day of October, 2023

MRS. KALINDI VIMAL PATEL Resigned as CFO of the Company w.e.f. 12^th Day of October, 2023

Mr. JIGNESHBHAI RAVJIBHAI PATEL Resigned as NON EXECUTIVE DIRECTOR of the Company
w.e.f. 12^th Day of October, 2023

MRS. ASTHA RAHIL JAIN Resigned as CFO of the Company w.e.f. 19^th Day of February, 2024

MRS. JYOTIBEN GOPAL PANDYA appointed as CFO of the Company w.e.f. 19^th Day of February,
2024

There are no any changes in Directors between end of the financial year and date of signing of
Board report.

Retirement by rotation:-

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the
Company, MR. RAHIL JAIN retires by rotation and is eligible for reappointment.

As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Director retiring and
seeking reappointment at the ensuing Annual General Meeting is annexed to the notice convening
the Annual General Meeting.

a) THE COMPOSITION OF BOARD OF DIRECTORS OF THE COMPANY AS ON 31/03/2024:-

Name of Directors	Designation	Category
RAJESHKUMAR CHUNILAL JAIN	Chairman Managing Director	PROMOTER EXECUTIVE DIRECTOR
RAHIL RAJESHKUMAR JAIN	DIRECTOR	PROMOTER NON¬ EXECUTIVE DIRECTOR
DIPAK BHAGWATILAL NAGARWALA APPOINTMENT 29.09.2023	DIRECTOR	NON- EXECUTIVE DIRECTOR
SHANTI YASHPAL NANDECHA	DIRECTOR	NON EXECUTIVE INDEPENDENT DIRECTOR
ARVIND MANUBHAI VAKIL	DIRECTOR	NON EXECUTIVE INDEPENDENT DIRECTOR
JYOTIBEN GOPAL PANDYA -APPOINTMENT 19.02.2024	CFO(KMP)	CFO
PRADYUMAN INDRAVADAN PANDYA -RESIGNED AS ON 29.05.2023	DIRECTOR	NON EXECUTIVE INDEPENDENT DIRECTOR
ASTHA RAHIL JAIN -RESIGNED 19.02.2024	CFO(KMP)	CFO
JIGNESHBHAI PATEL RAVJIBHAI -RESIGNED 12.10.2023	DIRECTOR	NON- EXECUTIVE DIRECTOR
KALINDI VIMAL PATEL -RESIGNED 12.10.2023	CFO(KMP)	CFO

b) NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND DATES OF
BOARD MEETINGS:

During the year, Seven (7) Board Meetings and four (4) Audit Committee Meetings were
convened and held. The details are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.

Details of the meetings of the Board along with the attendance of the Directors therein have
been disclosed as part of the Corporate Governance Report forming part of this Annual
Report.

Sr. No.	Date of Board Meeting	Total Strength Of The Board	No. of Directors Present
1.	29-May-2023	5	5
2.	11-Aug-2023	5	5
3.	04-Sep-2023	5	5
4.	12-Oct-2023	5	5
5.	13-Nov-2023	5	5
6.	08-Feb-2024	5	5
7.	19-Feb-2024	5	5

(i) Declarations by Independent Directors:-

Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013 (the “Act”), with
respect to statement on declaration given by Independent Directors under Section 149(6) of the
Act, the Board hereby confirms that all the Independent Directors of the Company have given a
declaration and have confirmed that they meet the criteria of independence as provided in the
said Section 149(6) and relevant Regulation of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

(ii) Board Evaluation:-

In compliance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing
Agreement, the Board has carried out an annual performance evaluation of its own performance,
the directors individually as well as the evaluation of the working of its Nomination &
Remuneration Committee. The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report.

(iii) Key Managerial Personnel:

As on the date of this report, the following are the Key Managerial Personnel(s) of the Company:

Name of Directors	Designation
RAJESHKUMAR CHUNILAL JAIN	Chairman Managing Director
KOSHA ANILBHAI SHAH	Company Secretary
JYOTIBEN GOPAL PANDYA	CFO

For the year under review, the Company has received declarations from the Independent
Directors of the Company viz., Mr. ARVIND MANUBHAI VAKIL (DIN: 07566695) and Mrs. SHANTI
YASHPAL NANDECHA (DIN: 06964386) which state that they fulfill the criteria to act as
Independent Director as envisaged in Section 149 (6) & (7) of the Companies Act, 2013 as well as
under SEBI (LODR) Regulations, 2015.

The Independent Directors met once during the year, on 19^th Day of February, 2024 without the
presence of Executive, Non-Executive Non-Independent Directors and the Management Team.
The meeting was attended by Mr. ARVIND MANUBHAI VAKIL (DIN: 07566695) and Mrs. SHANTI
YASHPAL NANDECHA (DIN: 06964386) the Independent Directors. It was conducted to enable
the Independent Directors to discuss following matters:

i. Evaluation of the performance of non- Independent Directors and the Board as a whole;

ii. Evaluation of the performance of the Chairperson of the company, taking into account the
views of executive directors and non-executive directors;

iii. Evaluation of the quality, quantity and timeliness of flow of information between the company
management and the Board that is necessary for the Board to effectively and reasonably perform
their duties.

All the Independent Directors were present at the meeting.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE. 2016

During the Financial year ended on 31^st March, 2024, there is no application made or any
proceeding pending under the insolvency and Bankruptcy Code, 2016 (31 of 2016) against the
company.

HEALTH. SAFETY AND ENVIRONMENT PROTECTION

Company''s Health and Safety Policy commits to comply with applicable legal and other
requirements connected with occupational Health, Safety and Environment matters and provide
a healthy and safe work environment to all employees of the Company.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication of its employees in all
areas of the business. The Company has a structured induction process at all locations and
management development programs to upgrade skills of managers. Objective appraisal systems
based on key result areas (KRAs) are in place for senior management staff.

The Company is committed to nurturing, enhancing and retaining its top talent through superior
learning and organizational development. This is a part of our Corporate HR function and is a
critical pillar to support the organization''s growth.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The
Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered
under this policy.

Your Directors state that during the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

THE 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

Not applicable during the year under review.

The Company has devised a policy for performance evaluation of its individual directors, the
Board and the Committees constituted by it, which includes criteria for performance evaluation.

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of
its own performance, working of the Committees and the Directors individually.

The Board performance was evaluated based on inputs received from all the Directors after
considering criteria such as Board''s effectiveness in decision making, in providing necessary
advice and suggestions to the Company''s management, etc.

A separate meeting of the Independent Directors was also held during the year for evaluation of
the performance of the Non-Independent Directors, the Board as a whole and that of the
Chairman.

The Nomination and Remuneration Committee has also reviewed the performance of the
individual directors based on their knowledge, level of preparation and effective participation in
meetings, contribution towards positive growth of the Company, etc.

DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations
obtained by them, your Directors make the following statements in terms of the Section 134(3)
(c) of the Companies Act, 2013:

(i) That in the preparation of the annual financial statements for the year ended 31^st March,
2024; the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;

(ii) That such accounting policies, as mentioned in the Financial Statements as ‘Significant
Accounting Policies'' have been selected and applied consistently and judgments and
estimates have been made that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the company as at 31^st March, 2024 and of the profit of the Company
for the year ended on that date;

(iii) That proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the annual financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financial controls were
adequate and were operating effectively;

(vi) That proper systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review are annexed hereto
and form part of the Directors'' Report as Annexure - II.

STATUTORY AUDITOR:

As per Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules,
2014 M/s. AALAP PARIKH & ASSOCIATES, Chartered Accountants VADODARA (FRN: 147728W)
Appointed as the Statutory Auditors of the company retire at ensuring Annual General Meeting
and are eligible for re-appointment. They have furnished a certificate regarding their eligibility
for re-appointment as statutory Auditors of the Company, Pursuant to Section 139(2) of the
Companies Act, 2013 read with Companies Act, 2013 read with Companies (Audit & Auditors)
Rules, 2014. The Board of Directors recommends their re-appointment for up to conclusion of
35^th Annual General Meeting.

The Report given by M/s. AALAP PARIKH & ASSOCIATES, Chartered Accountants VADODARA
(FRN: 147728W), on the financial statements of the Company for the year 2024 is part of the
Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in
their Report. During the year under review, the Auditors have not reported any matter under
Section 143 (12) of the Act, therefore, no detail is required to be disclosed under Section 134
(3)(ca) of the Act.

SECRETARIAL AUDITOR:-

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules thereunder, Mr.
Vivek Nitinbhai Vasani Proprietor of M/s. V. N. VASANI & ASSOCIATES, Company Secretaries,
Rajkot is appointed as the Secretarial Auditor of the Company with effect from 29^th Day of May
2023 for the FY 2023-2024. The Secretarial Audit Report submitted by him is annexed to this
Report as Annexure - III

INTERNAL AUDITORS:-

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules,
2014, the Company has appointed CA AKASH JAYESH SHAH (MEM NO: 165080) as an Internal
Auditor of the Company with effect from 29^th Day of May 2023 for the F.Y. 2023-2024.

The Annual Return of the Company as on 31 March, 2024 is available on the Company''s
website and can be accessed at http://www.ajwaworld.com/pdf/Form_MGT_7.pdf

CORPORATE GOVERNANCE:

As per the provisions of SEBI (Listing Obligations and Disclosures requirement) Regulation,
2015, the annual report of the listed entity shall contain Corporate Governance Report and it is
also further provided that if the company is not having the paid up share capital exceeding Rs. 10
Crores and Net Worth exceeding Rs. 25 Crores, the said provisions are not applicable. As our
company does not have the paid up share capital exceeding Rs. 10 Crores and Net worth
exceeding Rs. 25 Crores, the Corporate Governance Report is not applicable and therefore not
provided by the Board.

COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT. PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Company''s Policy relating to appointment of Directors, payment of Managerial
remuneration, Directors'' qualifications, positive attributes, independence of Directors and other
related matters as provided under Section 178(3) of the Companies Act, 2013, the company has
constituted the Nomination and Remuneration Committee and their policy and same approved
by the Board. The Policy is attached at “Annexure - IV”.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The
Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered
under this policy.

Your Directors state that during the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE OUTGO:

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and
outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 are provided hereunder:

PARTICULARS	REMARKS
A) CONSERVATION OF ENERGY:
> the steps taken or impact on conservation of energy;	The Corporation is taking due care for using electricity in the office and its branches. The Corporation usually takes care for optimum utilization of energy. No capital investment on energy Conservation equipment made during the financial year.
> the steps taken by the company for utilizing alternate sources of energy;
> the capital investment on energy conservation equipments;
B) TECHNOLOGY ABSORPTION:
> the efforts made towards technology absorption;	NA
> the benefits derived like product improvement, cost reduction, product development or import substitution;	NA
> in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	NA
(a) the details of technology imported;	--
(b) the year of import;	--
(c) whether the technology been fully absorbed;	--
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; Not applicable since 5 years period is over
> the expenditure incurred on Research and Development	NA
(c) FOREIGN EXCHANGE EARNINGS AND OUTGO:
> The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows	FOREIGN EXCHANGE EARNING (RS IN LAKHS) 2022- 2023: 0.00 2023- 2024: 0.00 FOREIGN EXCHANGE OUTGO (RS IN LAKHS) 2022- 2023: 0.00 2023- 2024: 0.00

PARTICULARS OF EMPLOYEES:

As of March 31, 2024, the total numbers of permanent employees in the Company are 20.

The particulars of employees under the provisions of Section 197(12) of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is enclosed as Annexure - V.

Disclosures with respect to the remuneration of Directors and employees as required under
Section 197 (12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided separately as Annexure 4 to this Report.

Details of employee remuneration as required under provisions of Section 197(12) of the Act and
Rule 5(2) & 5(3) of Companies(Appointment and Remuneration of Managerial Personnel) Rules,
2014 will be made available at the registered office of the Company during working hours,
pursuant to the provisions of the first proviso to Section 136(1) of the Act and any Member
interested in obtaining such information may write to the Company Secretary and the same will
be made available to any such Member on request.

SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend, the provision of Section 125 of the companies
Act, 2013 do not apply.

CHANGE IN THE NATURE OF THE BUSINESS OF THE COMPANY

During the year, there is no change in the nature of the business of the company.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, the company has no subsidiaries or joint ventures.

RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to negative consequences on the
Company''s businesses. Risk management is a structured approach to manage uncertainty. A
formal enterprise wide approach to Risk Management is being adopted by the Company and key
risks will now be managed within a unitary framework. As a formal roll-out, all business divisions
and corporate functions will embrace Risk Management Policy and Guidelines, and make use of
these in their decision making. Key business risks and their mitigation are considered in the
annual/strategic business plans and in periodic management reviews. The risk management
process in our multi-business, multi-site operations, over the period of time will become
embedded into the Company''s business systems and processes, such that our responses to risks
remain current and dynamic

SECRETARIAL STANDARDS

The Board of Directors of the Company confirms to the best of their knowledge and belief that the
Company has complied with the applicable provisions of the Secretarial Standards issued by the
Institute of Company Secretaries of India as amended from time to time and made applicable by
the Ministry of Corporate Affairs during the year under review.

INSURANCE:

All fixed assets and movable assets of the Company are adequately insured.
ACKNOWLEDGMENT:

Your Directors would like to express their sincere appreciation for the co-operation and
assistance received from shareholders, bankers, financial institutions, regulatory bodies and
other business constituents during the year under review. Your Directors also wish to place on
record their deep sense of appreciation for the commitment displayed by all executives, officers
and staff of the Company during the financial year.

DATE: Friday, 6 September, 2024

REGD. OFFICE:

AJWA FUN WORLD AND RESORT LIMITED BY ORDER OF BOARD OF DIRECTORS

CIN: L45201GJ1992PLC018294 FOR AJWA FUN WORLD AND RESORT LIMITED

AJWA NIMETA ROAD
P O AJWACOMPOUND

TA-WAGHODIYA DIST-BARODA sd/-

VADODARA-391510

RAJESHKUMAR CHUNILAL JAIN
Managing Director
(DIN: 00285542)

---

Mar 31, 2014

THE MEMBERS,

M/S AJWA FUN WORLD & RESORTS LIMITED

VADODARA

The Directors have pleasure in presenting their Twenty First Annual Report together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS (Rs. in lacs) Particulars 2013-14 2012-13

Income- Revenue 362.54 584.50

OTHER INCOME 8.61 28.09

Profit/(Loss) before depreciation &Tax 37.11 117.46

Less: Depreciation 71.55 46.85

Profit/(Loss) before Tax (34.44) 70.61

Provision for Income Tax - 12.00

Net Profit / (Loss) after Tax (34.44) 58.61

OPERATIONS & STRATEGIC PLANNING

During the year under review the Board of Directors of your Company have charted the plan and strategy to dynamically activate the operations in Entertainment and Tourism Sector on horizontal and vertical directions. During the year under review the operations of your company has posted the operational loss on standalone basis.

You will be happy to know that company has maintained steady growth in its operation and the scale of activities have increased since your company is in expansion mode.

Almost all other revenue generation areas i.e. Food and Beverages, Income from other recreational facilities, Branding and Sponsorships, Rental and Merchandising have shown consistent results.

With a view to effecting the expansion your company has successfully erected the RESORT Facilities with a capital expenditure of Rs. 204 lacs (Approx.) & the WATER PARK has been in full operation cropping the revenue generations. The Board of Directors are determined to put the company on the success and profitable tracks to reward the members for their investment and trust reposed in the management.

FUTURE BUSINESS PROSPECTS:

The amusement park projects for turnkey contracts are in the advance stage of implementation and barring unforeseen circumstances, prospect of project business is good in future of course full of challenges in competitive market.

With aggressive marketing scheme, good number of booking of events and with an emphasis on increasing Foods & Beverages sales, barring any unforeseen circumstances, your company looks to future with confidence.

The water park and amusement park footfall are showing increasing trend and with the addition of a new inflatable water slide, we expect to get better footfall in Water Park during the peak summer season.

Your company is above in advance stage of articulation of a Spa and Resort with ultra modern amenities and beatification engraved with banquet hall, Marriage Party Hall, Swimming Pool and SPA at Ajwa, Vadodara an Industrially developed city.

DIVIDEND

Your Board of Directors does not recommend any dividend in view that your company is in need of money for its future expansion and development. However, the Board of Directors of your company is determined to reward the members by increasing the worth of your company in future with value additions to the investment of shareholders of the company.

MANAGEMENT''S DISCUSSION AND ANALYSIS

The report on MANAGEMENT DISCUSSION AND ANALYSIS as required under the Listing Agreement is included in this Report. Certain statements in the said Report may be forward looking. Many factors may affect the actual results and performance which could be different from what the Directors envisage in terms of the future performance and outlook.

DIRECTORS

In terms of the provisions of SEC 152 of the Companies Act 2013 & Articles of Association of the company MR PRADYUMAN PANDYA Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer theme selves for re-appointment.

In terms of the provisions of SEC 149 ,152 read with schedule IV and other applicable provisions if any of the COMPANIES ACT 2013 & The Companies (Appointment and Qualification of Directors) Rules 2014 Mr. Ashok Shelat and Mrs. Shanti Y Nandecha are appointed as INDEPENDENT DIRECTORS in the ensuing Annual General Meeting of members for five Years And for which they have submitted Declaration that he/she meets the criteria for independence as provided in sec 149(6) of the Act and who is eligible for appointment.

Mrs. Surabhi Kothari has ceased to be director of the company with effect from April 01, 2014.

AUDITORS

In compliance with the Sec 139,141,142 of the Companies Act 2013 read with Companies (Audit and Auditors) Rules 2014, M/S DSKHTP & ASSOCIATES Chartered Accountants, are appointed as statutory Auditors for a term of five consecutive years from conclusion of this Annual General Meeting till the conclusion of the sixth Annual General Meeting upto 2019 and authorize the board of Directors to fix their remuneration. The Auditors have submitted their eligibility as envisaged by SEC 141 of the Companies Act 2013. M/S Porwal & Porwal the existing Auditors retiring at the ensuing Annual General Meeting has expressed their unwillingness to be reappointed as statutory Auditors.

AUDIT COMMITTEE

The Audit committee consists of MR. PRADYUMAN PANDYA, MRS. KALINDI PATEL & MRS. SURBHI KOTHARI Non Executive Directors. The Audit Committee meetings were held for the year ended 31st March 2014 in accordance with statutory requirements to review critically the financial statements and information to be transmitted to the stakeholders. All the Directors in the Audit committee are non executive independent Directors. The Audit committee interalia reviewed the internal control system and reports of the internal auditors and compliance of various regulations. The committee reviews at length the financial statements and approves the same before they are placed before the board of directors. For FY 31-03-2015 the company will be appointing the two independent Directors to deal with the proceedings of Audit committee.

SECRETARIAL AUDITORS

As obliged under Sec 204 of the Companies Act 2013 and the Companies (Appointment and remuneration of Managerial Personnel''s) Rules 2014 the company is required to appoint SECRETARIAL AUDITOR for auditing the secretarial and related records of the company and to provide a report in this regard.

Accordingly M/S ASHOK SHELAT & ASSOCIATES, COMPANY SECRETARIES, VADODARA have been appointed as Secretarial Auditors for carrying out the secretarial audit for the financial year 2014 -2015 for attaching their report with the Board''s report to the shareholders.

INDUSTRIAL RELATION

During the year under review the relationship between the employees and management were cordial. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO

Your company is committed to continuously reducing energy consumption at its various units. Besides sustaining the previous year initiatives, new measures were implemented during the year under report. Your company has been striving for ensuring environment friendly initiatives of GREEN REVOLUTION by plantations in resorts campus through various projects on energy saving to its units. List of initiatives taken to ensure your company has energy efficient system to support the environment as under:

Purchase of new energy efficient machine and utility equipment. Double glass window panels to get natural light and save AC energy for mini products hall.

Transparent sheet provided on the roof to eliminate artificial lighting during the day time.

Opening made in ducting to take fresh air inside for cooling of room during winter season to avoid utility chiller running during winter.

Harmonic analysis of the machine done to check any noise in the system lines.

GREEN BELT PLANTATIONS to balance environmental stability.

Impact of the above measurement for reduction of energy consumption and consequent impact on the cost of production of the goods are Natural light used to save power during daylight, Natural air used for cooling during winter for air-conditioning, usage of energy efficient equipment to reduce power cost.

Your Company maintains an eco-friendly environment and continuously works hard towards conservation of energy by adhering to strict norms. Your Company is under-taking various projects towards conservation and recycling of water. Your Company''s triple bottom line approach on economic, environmental and social returns had made the Company more environment conscious and it is now committed towards minimizing its carbon foot-print and green house effects.

Further, as required by the provisions of Section 217 (1)(e) of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, the relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign exchange earnings and Out-go are furnished in the annexure forming part of this report.

AUDITORS REPORT

Auditor''s observations are self explanatory and/or suitably explained in the notes on Accounts.

PARTICULARS OF EMPLOYEES

There was no employee during the year under review whose particulars are required to be given pursuant to Section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

The company believes in adopting the best practice in the area of Corporate Governance and follows the principles of full transparency and accountability, thereby protecting the interest of all its stakeholders.

The Board considers itself a trustee of all the shareholders and acknowledges its responsibilities to the shareholders for creating and safeguarding their wealth. During the year under review, the Board continued its pursuit of achieving these objectives through the adaptation and monitoring of corporate strategies, prudent business plan, monitoring the major risk of the company''s business and ensuring that the company pursues policies and procedures to satisfy its legal and ethical responsibilities.

Your Company attaches considerable significance to good corporate governance as an important step towards building investor confidence, improve investor''s protection and maximize long term shareholder value.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a compliance report on the Corporate Governance forms part of the Annual Report along with Auditor''s Certificate on its compliance.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i] That in the preparation of the accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii] That the Directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

iii] That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv] That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a '' going concern'' basis

DEPOSITS

During the year under review your company has neither invited nor accepted deposits and therefore there was no deposits which were unclaimed and due for repayment..

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation of the co-operation and assistance extended by the bankers of the Company. They also place on record their appreciation of the devoted services rendered by the Executives, Staff Members and Workers of the Company.

The Director concludes this Report by placing on record their gratitude to all shareholders for their continued support.

By order of the Board of Directors, For Ajwa Fun World & Resort Ltd.

Place : Ajwa.Vadodara. Rajesh C. Jain Date : 31-08-2014 (Chairman & Managing Director)

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Mar 31, 2013

TO THE MEMBERS OF M/S AJWA FUN WORLD & RESORTS LIMITED

VADODARA

The Directors have pleasure in presenting Iheir Twenty First Annual Report together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS (Rs in lacs)

Particulars 2012-13 2011-12

Income^ Revenue 564.50 376.26

OTHER INCOME 28.00 0.61

Profit/(Loss) before depreciation Tax 117.46 57.55

Less: Depreciation 46.85 50.69

Profit/ (Loss) before Tax 70.61 36.66

Provision for Income Tax 12.00 00.00

Net Profit / (Loss) after Tax 56.61 36.66



OPERATIONS

During the year under review the Board of Directors of your Company have charted the ptan and strategy to dynamically activate the operations in Entertainment and Tourism Sector on horizontal and vertical directions.

You will be happy to know that as your company has started growing in its operation in substantially and the scale of activities of your company increase drastically since your company is in expansion mode.

Almost all other revenue generation areas i.e. Food and Beverages. Income from "other recreational facilities. Branding and Sponsorships, Rental and Merchandising have shown good improvement compared to same period of that of last year.

As you have been apprised in previous annual reports, the visionary and ambitious board of directors under the leadership of MR RAJESH JAIN The Chairman & Managing Director has successfully commenced the operations in infrastructure and construction of the complexes in INDORE and it is pleasure to report that the company has earned the respectable sum amount of profitably from the part of the operations of Ihe project which has contributed respectfully in cutting the accumulated loss position. The board of directors are determined to put the company on the success and profitable tracks to reward the members for the investment and trust reposed in the management.

FUTURE PLANS AND PROSPECTS:

Many amusement park projects for turnkey contracts are in under discussion and negotiation and barring unforeseen circumstances, prospect of project business is good in the future.

With aggressive marketing schemes, good number of booking for events and with an emphasis on increasing Food & Beverage sales, barring any unforeseen circumstances, your company looks to

The future with confidence .

The water pari? and amusement park footfall are showing increase trend and with the addition of a new inflatable water slide, we expect to get better footfall in Water Park during the peak summer season.

Your company is above in advance stage of articulation of a Spa and Resort with ultra modern amenities and beatification engraved with Banquet Hall, Marriage Party Hall, Swimming Pool and SPAalAjwa.

KEY MANAGEMENT TEAM :

The company has the following members as part of their key Management Team. Mr. Rajesh Jain - Chairman and Managing Director & Mr. Rahil Jain - Director

DIVIDEND

Your Board of Directors do not recommend any dividend in view that your company is in need of money for its future expansion and development. However, the Boards Of Directors of your company are determined to reward the members by increasing the worth of your company in future with value additions to the investment of shareholders of the company.

DIRECTORS

Surbhi Kothari & Mr. Pradhyuman Pandya Dsrector of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer him for reappointment.

AUDITORS

M/s. Porwal & Porwal. Chartered Accountants, Mumbai, retire as an Auditor of the Company at the ensuing Annual General Meeting and are eligible for re-appointment and they have furnished the certificate for their eligibility as per Section 224(1 B} of the Companies Act 1956.

AUDIT COMMITTEE

As required under Section 292A of the Companies Act, 1956 Audit Committee comprising Mrs. Kalindi Patel, Mrs. Surbhi N. Kothari & Mr. Pradyuman Pandya has been formed. Audit Committee meetings were held in accordance with statutory requirements to review critically the financial statements and information to be transmitted to the stakeholders.

INDUSTRIAL RELATION

During the year under review the relation between employees and management were cordial.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO

Your Company is committed to continuously reducing energy consumption at its various units. Besides sustaining the previous year initiatives, new measures were implemented dunng the year under report. Your company has been striving for ensunng environment friendly initiatives through vanous projects on energy saving to its units. List of initiatives taken to ensure your company has energy efficient system to support the environment as under:

- Purchase of new energy efficient machine and utility equipment.

- Double glass window panels to gel natural light and save AC energy for mini products hall.

- Transparent sheet provided on the roof to eliminate lighting during the day time.

- Opening made in ducting to take fresh air inside for cooling of room during winter season to avoid utility chiller dunng winter.

- Harmonic analysis of machine done to check any noise in the system lines.

Impact of the above measurement for reduction of energy consumption and consequent impact on the cost of production of the goods are Natural light used to save power during daylight Natural air used lor cooling during winler for air-conditioning, usage of energy efficient equipment to reduce power cost.

Your Company maintains an eco-friendly environment and continuously works hard towards conservation of energy by adhering to stnct norms. Your Company is under-laking vanous projects towards conservation and recycling of water. Your Company''s triple bottom line approach on economic. environmental and social returns had made (he Company more environment conscious and it is now committed towards minimizing its cartoon foot-pnnt and green house effects.

Further, as required by the provisions of Section 217 (1)(e) of me Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1968, the relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign exchange earnings and Out-go are furnished in the annexure forming part of this report.

AUDITORS REPORT

Auditor''s observations are self explanatory and/or suitably explained in Ihe notes on Accounts.

PARTICULARS OF EMPLOYEES

There was no employee dunng the year under review whose particulars are required to be given pursuant to Section 217 {2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

The company believes in adopting the best practice in Ihe area of Corporate Governance and follows the principles of full transparency and accountability, thereby protecting Ihe interest of all its stakeholders.

The Board considers itself a organizer of all the shareholders and acknowledges its responsibilities to the shareholders for creating and safeguarding their wealth. Dunng the year under review, the Board continued its pursuit of achieving these objectives through the adaptation and monitoring of corporate strategies, prudent business plan, monitoring the major risk of Ihe company''s business and ensuring that the company pursues policies and procedures to satisfy its legal and ethical responsibilities.

Your Company attaches considerable significance to good corporate governance as an important step towards building investor confidence, improve investor''s protection and maximize long term shareholder value.

Pursuant to Clause 4Q of the Listing Agreement with the Stock Exchanges, a compliance report on the Corporate Governance forms part of the Annual Report along with Auditor''s Certificate on its compliance.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed!:

1. That in the preparation of the accounts for the financial year ended 31st March, 2013 the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the slate of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Compares Act, 1§56 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a '' going concern'' basis.

ACKNOWLEDGMENT

Your Directors place on record their sincere appreciation of the co-operation and assistance extended by the bankers of the Company. They also place on record their appreciation of the devoted services rendered by the Executives, Staff Members and Workers of the Company.

The Director concludes this Report by placing on record their gratitude to all shareholders for their continued support. By order of the Board of Directors,

For Ajwa Fun Worid &. Resort Ltd.

Place : Ajwa,Vadodara. Rajesh C. Jain

Date : 30-0B-2Q13 (Chairman & Managing Director)

---

Mar 31, 2012

To THE MEMBERS of M/S AJWA FUN WORLD & RESORTS LIMITED VADODARA

The Directors have pleasure in presenting their Twentieth Annual Report together with the Audited Accounts for the year ended 31st March, 2012. FINANCIAL RESULTS (Rs. in lacs)

Particulars 2011-12 2010-11

Income- Revenue 376.23 364.28

OTHER INCOME 9.61 8.44

Profit/ (Loss) before depreciation & tax , 87.55 96.55

Less Depreciation 50.69 44.64

Profit'' (Loss) before tax 36.86 51.91

Net Profit / (Loss) after tax 36.86 51.91

OPERATIONS

During the year under review the Board of Directors of your Company have charted the plan and strategy to dynamically activate the operations in Entertainment and Tourism Sector on horizontal and vertical directions.

You will be happy to know thai as your company has started growing in its operation in substantially and the scale of activities of your company increase drastically since your company is in expansion mode.

Almost all other revenue generation areas i.e. Food and Beverages, Income from ''other recreational facilities, Branding and Sponsorships. Rental and Merchandising have shown good improvement compared to same penod of that of Iasi year.

As you have been apprised in previous annual reports, the visionary and ambitious board of directors under the leadership of MR RAJESH JAIN The Chairman & Managing Director has successfully commenced the operations in infrastructure and construction of the complexes in INDORE and it is pleasure to report that the company has earned the respectable sum amount of profitability from the. part of the operations of the project which has contributed respectfully in cutting the accumulated loss position. The board of directors are determined to put the company on the success and profitable tracks to reward the members for the investment and trust reposed in the management.

FUTURE PLANS AND PROSPECTS:

Many amusement park projects for turnkey contracts are in under discussion and negotiation and barring unforeseen circumstances, prospect of project business is good In the future. With aggressive marketing schemes, good number of booking for events and with an emphasis on increasing Food & Beverage sales, barring any unforeseen circumstances, your company looks to the future with confidence .

FUTURE BUSINESS PROSPECTS:

The process of restructuring with new clothes is in advance stage & the activities during the year will be stabilize profit earnings. The board of directors of your company has charted the plan to undertake the diversified projects of construction in VADODARA, an Industrially developed city, after completing the legal issues near the entertainment park & other pivotal area. As an inbuilt policy of the dynamism and pragmatism. Your Company has laid down the plan to explore the opportunity.

Your company is above in advance stage of articulation of a Spa and Resort with ultra modern amenities and beatification engraved with Banquet Hall, Marriage Party Hall, Swimming Pool and SPA at Ajwa.

DIVIDEND

Your Board of Directors do not recommend any dividend in view that your company is in need of money for its future expansion and development. However, the boards of directors of your company are determined to reward the members by increasing the worth of your company in future with value additions to the investment of shareholders of the company.

DIRECTORS

Mrs. Kaiindi Pate! & Mr. Pradhyuman Pandya Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer him for re-appointment.

Mr. Babulal Makwana and Mr. Paresh Patel, Director of the Company are resining their Possession as Director with effect from 30th day of September 2012, and Company accepted their resignation.

AUDITORS

M/s. Porwal & Porwal, Chartered Accountants, Mumbai, retire as an Auditor of the Company at the ensuing Annual General Meeting and are eligible for re-appointment and they have furnished the certificate for their eligibility as per Section 224(1 B) of the Companies Act 1956.

AUDIT COMMITTEE

As required under Section 292A of the Companies Act, 1956 Audit Committee comprising MR. Rahil R. Jain, Mrs. Surbhi N. Kothari & Mr. Pradyuman Pandya has been formed. Audit Committee meetings were held in accordance with statutory requirements to review critically the financial statements and information to be transmitted to the stakeholders.

INDUSTRIAL RELATION

During the year under review the relation between employees and management were cordial.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS . AND OUT GO

Your Company maintains an eco-friendly environment and continuously works hard towards conservation of energy by adhering to strict norms. Your Company is under-taking various projects towards conservation and recycling of water. Your Company''s triple bottom line approach on economic, environmental and social returns had made the Company more environmental conscious and it is now committed towards minimizing its carbon foot-print and green house effects.

Further as required by the provisions of Section 217 (1)(e) of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, the relevant data pertaining to Conservation of Energy, Technology absorption & Foreign exchange earnings and outgo are furnished in the Annexure forming part of this report.

AUDITORS REPORT

Auditor''s observations are self explanatory and/or suitably explained in the notes on Accounts. .

PARTICULARS OF EMPLOYEES

There was no employee during the year under review whose particulars are required to be given pursuant to Section 217 (2A) of the Companies Act, 1956,

CORPORATE GOVERNANCE

Your Company attaches considerable significance to good corporate governance as an important step towards building investor confidence, improve investor''s protection and maximize long term shareholder value. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a compliance report on the Corporate Governance forms part of the Annual Report along with Auditor''s Certificate on its compliance.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i] That in the preparation of the accounts for the financial year ended 31st March, 2012 the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii] That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to giVe true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review ;

iii] That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv] That the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a going concern'' basis.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation of the co-operation and assistance extended by the bankers of the Company. They also place on record their appreciation of the devoted services rendered by the Executives, Staff Members and Workers of the Company.

By order of the Board of Directors,

For Ajwa Fun World & Resort Ltd.

Place ; Ajwa Rajesh C. Jain Date : 29th August 2012 (Chairman & Managing Director)

---

Mar 31, 2011

TO THE MEMBERS of M/S AJWA FUN WORLD & RESORT LTD. VADODARA.

The Directors have pleasure in presenting their Eighteen Annual Report together with the Audited Accounts for 1he year ended 31 st March ,2011.

FINANCIAL RESULTS (Rs in lacs)

Particulars 2010-2011 2009-2010

Income Revenue 364.28 369.05

Other Income 8.44 09.51

Profit/(Loss) before depreciation & tax 96.55 136.18

Less ;Depreciation 44.64 35.22

Profit/ (Loss) before tax 51.91 100.96

Net Profit / (Loss) after tax 51,91 100.89

OPERATIONS

During the year under review the Board of Director of your Company has charted the plan and strategy to dynamically activate the operations in Entertainment and Tourism Sector on horizontal and Vertical directions.

Your Company has started sustained operations in performance by achieving the operational target of Rs. 364 lacs as compared to 369 lacs in the last year.

As you have been apprised in previous annual reports, the visionary and ambitious board of directors under the leadership of MR. RAJESH JAIN, The chairman and Managing Director has successfully commenced the operations in infrastructure and construction of the complexes in INDORE and it is pleasure to report that the company has earned respectable amount of profitability from the part of the operations of the project and has contributed respectfully in cutting the accumulated loss of the company. The board of directors is determined to put the company on the success and profitable tracks to reward the members for the investment and trust reposed in the management.

FUTURE BUSINESS PROSPECTS:

As reported herein above the Company has been walking on the path of progress by reviving the dismal performance in the past years As integral part of the Tourism and Entertainment Sector the company has strategically planned out to meet with the ends of Vibrant Gujarat pioneered by Government of Gujarat in Tourism Sector. The year 2007 has been declared to be celebrated as Tourism Year and in celebration thereof your company has branded the operational strategy for future cost of action, the process of restructuring with new clothes is in an advanced stage and the activities during the year will be stabilized profit earnings The Board of Directors of your company has charted the visionary plan to undertake the diversified projects of construction in Vadodara A industrial developed city. After completing the legs! issue near ENTERTAINMENT PARK & OTHERS PIVOTAL 3F03.

As a collateral development attributed to the declared site of Champagnes Near the World renowned religious place of Pawagadh at a distance of just 10 kms. from Fun World site as" World Heritage Spot" with historical treasures and the flow of tourists has increased manifold to encourage the entertainment sector, the result of which will bf* tested in the years to come.

As a inbuilt policy of the dynamism and pragmatism your company has laid down the plan to explore the opportunity

Your Company is in advance triage of articulation of the RESORT with ultra modern amenities and beautification engraved with Banquet Hall, Marriage Party Hail, Swimming Pool, SPA at Ajwa,

DIVIDEND

Your Board of Directors do not recommend any dividend In view of the carried over losses. However, the boards of directors of your company determined to reward the member in the current year or year there after.

DIRECTORS

Mrs. Stirbhi Kothari and Mr,predyuman pandya Director of the Company retires by rotation at the Annual General Meeting i33i,I9 eligible, offer himself for re-appointment. MR RAHIL R. JAiN has been appointed as executives Director w.e.f. 01-04-2001 and MR RAJESH JAIN has been reappointed as a Managing w.e f. 01-04-2011 with revised terms and conditions

AUDITORS

M/s, Porwal & Porwal Chortowd Accountants. Mumbai, retire as. an Auditors of the Company at the ensuing Annual General add are eligible for appointment and they have furnished the certificate for their eligibilities Section 224(13 of the Companies Act 1956.

AUDIT COMMITTEE

As required unbars Section profit and loss Act, Iosco Audit Committee comprising Mr. Rahil R. Jain, Mrs, Surbhl N. Kotba-; & ''Miri Radioman Panda and has been formed. Audit Committee meetings were held m accordance with statutory requirements to review critically the financial statements and information to-be transmitted to the stakeholders.

INDUSTRIAL RELATION

During the year under review the relation between employees ana management were cordial.

CONSERVATION OF ENERGY TECHNOLOGY ADSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO

As retired by the provisions of Section 217 (1 he) suffice Companies (Disclosure of Particulars in the report of Board of Directors) Rues. ¦ 988 the relevant data pertaining to Conservation of Energy part furnished in the Annexure forming

AUDITORS REPORT

Auditors observations are self explanatory and/or suitably explained in the notes on Accounts.

PARTICULARS OF EMPLOYEES

There was no employee during the year under review whose particulars are required to be given pursuant to Section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Your Company attaches considerable significance to good corporate governance as an important step towards building investor confidence, improve investor''s protection and maximize long term shareholder value. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a compliance report on the Corporate Governance forms part of the Annual Report along with Auditor''s Certificate on its compliance.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March, 2011 the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2011 on a ''going concern'' basis, ¦

ACKNOWLEDGMENT

Your Directors place on record their sincere appreciation of the co-operation and assistance extended by the bankers of the Company. They also place on record their appreciation of the devoted services rendered by the Whole Time Director, Executives, Staff Members and Workers of the Company.

By order of the Board of Directors,

Rajesh C. Jain

Place : Ajwa (Chairman & Managing Director)

Date : 31st August, 2011

---

Mar 31, 2010

The Directors have pleasure in presenting their Eighteen Annual Report together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS (Rs. in lacs)

Particulars 2009-2010 2008-2009

Income Revenue 369.05 164.60

Other Income 09.51 117.35

Profit/(Loss) before depreciation & tax 136.18 128.79

Less :Depreciation 35.22 30.52

Profit/(Loss) before tax 100.96 98.27

Net Profit/(Loss) after tax 100.89 142.88

OPERATIONS

During the year under review the Board of Director of your Company has charted the plan and stratergy to dynamically activate the operations in Entertainment and Tourism Sector on horizontal and Vertical directions.

Your Company has started taking of in performance by achieving the operational target of Rs. 369 lacs as compared to 164 lacs in the last year. As you have been apprised in previous annual reports, the visionary and ambitious board of directors under the leadership of MR. RAJESH JAIN, The chairman and Managing Director has sucessfully commenced the operations in infrastructure and construction of the complexes in INDORE and it is pleasure to report that the company has earned the respectable amount of profitability from the part of the operations of the project and has contributed respectfully in cutting the accumulated loss position. The board of directors is determined to put the company on the success and profitable tracks to reward +h2 members for the investment and trust resposed in the management.

FUTURE BUSINESS PROSPECTS:

As reported herein above the Company has been walking on the part of progress by reviving the dismal performance in the past years. As integral part of the Tourism and Entertainment Sector the company has strategically planned out to meet with the ends of Vibrant Gujarat pioneered by Government of Gujarat in Tourism Sector. The year 2007 has been declared to be celebrated as Tourism Year and in celebration thereof it is hoped to increase the flow of tourists in and around Vadodara in specific and Gujarat in general. The process of restructuring with new clothes is in advance stage & the activities during the year will be stabilized profit earnigs. The Board of Directors of your company has charted the visinoary plan to undertake the diversified projects of construction in Vadodara. A industrial developed city. After completing the legal issue near ENTERTAINMENT PARK & OTHERS PIVOTAL AREA.

As a boost to the heritage treasure of Gujarat, the Honorable President of India has declared with notification the site of Champaner Nr. World renowned religious place of Pawagadh at a distance of just 10 kms. from Fun World site as " World heritage spot" with historical treasures and the flow of tourists have increased manifold to encourage the entertainment sector, the result of which will be tested in the years to come.

In line with the encouraging policies of GOVERNMENT OF GUJARAT & TOURISM SECTOR of central Govt., your company will be equipped with the more facilitated RIDES & Other ENTERTAINMENT Facilities in the present amusement and fun world enriched with the RAJWADI THE VILLAGE. You have been apprised above about the flying colour success of the WATER PARK.

As a inbuilt policy of the dynamism and pragmatism, your company has laid down the plan to explore the opportunity to erect and build the housing complexes affordable to a common residents nearAJWA and also have been conducting the micro study to embark upon the infrastructure activities in VADODARA- A INDUSTRIAL DEVELOPMENT HUB. Your company will be under taking other infrastructure projects in INDORE which will definetly turned the corners of your company.

DIVIDEND

Your Board of Directors do not recommend any dividend in view of the carried over losses.

DIRECTORS

Mrs. Surbhi Kothari and Mr. Gopal Pandya, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

AUDITORS

M/s. Porwal & Porwal, Chartered Accountants, Mumbai, retire as an Auditors of the Company at the ensuing Annual General Meeting and are eligible for re-appointment and they have furnished the certificate for their eligibility as per Section 224(1 B) of the Companies Act 1956.

AUDIT COMMITTEE

As required under Section 292Aof the Companies Act, 1956 Audit Committee comprising Mr. Rahil R. Jain, Mrs. Surbhi N. Kothari & Shri Pradyuman Pandya and has been formed. Audit Committee meetings were held in accordance with statutory requirements.

INDUSTRIAL RELATION

During the year under review the relation between employees and management were cordial.

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

As required by the provisions of Section 217(1 )(e) of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, the relevant data pertaining to Conservation of Energy, Technology absorption & Foreign exchange earnings and out go are furnished in the Annexure forming part of this report.

AUDITORS REPORT

Auditors observations are self explanatory and/or suitably explained in the notes on Accounts.

PARTICULARS OF EMPLOYEES

There was no employee during the year under review whose particulars are required to be given pursuant to Section 217 (2A) of the Companies Act, 1956. CORPORATE GOVERNANCE

Your Company attaches considerable significance to good corporate governance as an important step towards building investor confidence, improve investors protection and maximise long term shareholder value. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a compliance report on the Corporate Governance forms part of the Annual Report along with Auditors Certificate on its compliance.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March, 2010 the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the yearunder review;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the accounts for the financial year ended 31 st March, 2010 on a going concernbasis.

VOLUNTARY DELISTING OF THE COMPANYS EQUITY SHARES FROM CERTAIN STOCK EXCHANGES

In pursuance to the resolution passed at the last General Meeting of members of the Company held on 30th September* 2004 the necessary submissions have been made to de-list the Equity Shares of your Company from the Stock Exchanges at Ahmedabad, Vadodara & Indore. The Shares of your Company are compulsorily traded in dematerialized form. The Equity Shares continue to be traded on The Bombay Stock Exchange Limited, Mumbai.

ACKNOWLEDGMENT

Your Directors place on record their sincere appreciation of the co-operation and assistance extended by the bankers of the Company. They also place on record their appreciation of the devoted services rendered by the Whole Time Director, Executives, Staff Members and Workers of the Company.

By order of the Board of Directors,

Rajesh C. Jain Place :Ajwa (Chairman & Managing Director)

Date :31st August, 2010