Directors Report of Hazoor Multi Projects Ltd.

Mar 31, 2025

Your Directors take pleasure in submitting the 33^rd Annual Report of the Business and operations of your Company and the
Audited Financial Statements for the financial year ended 31^st March, 2025.

1. FINANCIAL RESULTS & PERFORMANCE

Particulars	For the year ended 31-03-2025*	For the year ended 31-03-2024*	For the year ended 31-03-2025*	For the year ended 31-03-2024*
	Standalone		Consolidated
Revenue from operations	39475.68	48985.04	63768.00	54455.64
Other Income	545.71	475.09	599.30	475.09
Total Revenue	40021.39	49460.13	64367.30	54930.73
Profit before tax and Exceptional Items	2083.55	7397.22	5639.34	8585.82
Exceptional Items	0.00	0.00	0.00	0.00
Profit before Taxation	2083.55	7397.22	5639.34	8585.82
-Current Tax	550.00	1900.00	1493.16	2199.15
-Deferred Tax	16.51	9.73	(1.80)	9.73
-Excess/Short provision of tax	107.68	0.00	150.39	0.00
Net Profit/floss) For The Year	1409.35	5487.50	3997.59	6376.95

*Figures are grouped wherever necessary.

The Company discloses financial results on quarterly basis of which results are subjected to limited review and publishes
audited financial results on an annual basis. The Financial Statements as stated above are also available on the
Company''s website www.hazoormultiproiect.com.

2. STATE OF COMPANY''S AFFAIR

During the year, Your Company on a standalone basis recorded revenue from Operations 39475.68 Lakhs during the
current financial year as compared to total revenue of 48985.04 Lakhs in financial year 2023-24 and Profit before Tax for
the year 2024-25 stood at 2083.55 Lakhs as compared to profit before tax of 7397.22 Lakhs in financial year 2023-24.
Profit after Tax for the current year stood at 1409.35 Lakhs as compared to profit after Tax of 5487.50 Lakhs in financial
year 2023-24.

During the year, Your Company on a consolidated basis recorded revenue from Operations 63768.00 Lakhs during the
current financial year as compared to total revenue of 54455.64 Lakhs in financial year 2023-24 Profit before Tax for the
year 2024-25 stood at 5639.34 Lakhs as compared to profit before tax of 8585.82 Lakhs in financial year 2023-24. Profit
after Tax for the current year stood at 3997.59 Lakhs as compared to profit after Tax of 6376.95 Lakhs in financial year
2023-24.

A detailed analysis on the Company''s performance is included in the "Management''s Discussion and Analysis" Report,
which forms part of this Report.

3. ROAD AHEAD

Our vision is to expand the existing base and widen scope of work. The Company continues to pursue its vision of being a
leading player in the infrastructure sector. With a strong track record and growing capabilities, we are well-positioned to
emphasis on infrastructure development across the country. Our priorities are as follows:

• Raising the more customer base

• Provide the best services and retain the existing client base.

• Expanding our project portfolio.

• Enhancing execution capabilities.

• Maintaining quality and compliance.

• Pursuing sustainable practices.

• Scaling up our technical, financial, and operational capacity to execute large-scale and complex projects with
increased efficiency and speed.

4. DIVIDEND

The Board is pleased to recommend a final dividend of 20% i.e. Re. 0.20 per equity share for the financial year 2024-25.
The dividend if approved by the members will be paid to the members within time limit defined in the Companies Act,
2013.

5. UNCLAIMED DIVIDEND

There is balance lying in unpaid equity dividend account. Details are showing on the website
https://hazoormultiproiect.com/compliance/.

6. TRANSFER TO RESERVE

Company has not transferred any amount from profit to General Reserve.

7. SHARE CAPITAL

The Company''s Authorised Share capital comprising:

(i) Rs. 50,50,00,000 (Rupees Fifty crores Fifty Lakhs) equity share capital divided into 50,50,00,000 (Fifty Crores Fifty
Lakhs) Equity Shares of Re. 1/- each; and

(ii) Rs. 50,00,00,000 (Rupees Fifty crore) Preference Share Capital divided into 500 (Five Hundred) Preference Shares
of Rs. 10,00,000 each;

As at March 31, 2025, the Company has issued 1,25,85,300 (after sub division 12,58,53,000) convertible warrants into
Equity Shares by way of Preferential basis to the Non-Promoters persons at an issue price of Rs. 300/- (Rs. 30/- after sub
division) out of which 25% upfront money i.e. 7.5/- per warrant has already been received by the Company, the balance
75% payment against the warrant for 4,28,83,500 warrants is received and still 8,29,69,500 has to be received within 18
months from the date of allotment. On receipt of full amount of warrant issue price, the warrants will be converted into
12, 58, 53,000 fully paid up equity share capital.

The members of the Company, at the 32^nd AGM held on 27^th August, 2024, approved the sub-division (split) of each
equity share having a face value of Rs. 10/- (Rupees Ten) into 10 (Ten) equity shares of Rs. 1/- (Rupee One) each. The
Authorised Share Capital is now divided into 50,50,00,000 equity shares of Rs. 1/- each and 500 preference shares of Rs.
10,00,000/- each.

Your Company has in its Members Meeting held on 21st February 2025 approved an issue of 7, 00, 33,000 fully
convertible warrants by way of Preferential Allotment. (The in-principle approval for the same is pending before the
Stock Exchange).

Apart from this the Company has not issued any shares with different rights, sweat equity shares or employee stock
options. The Issued, Subscribed and paid up Capital are as under:

Issued Capital	22,31,20,000
Subscribed Capital	22,31,20,000
Paid Up Capital	22,30,11,558*

* This includes only Fully Paid Up shares of the Company. The Company has 14,459 Partly Paid up shares which is in
process of Forfeiture.

8. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

^st

Sr. No.	Name of Company	Status
1.	Hazoor Infra Projects Private Limited	Wholly owned subsidiary

	2.	Hazoor New & Renewable Energy Private Limited	Wholly owned subsidiary
	3.	Square Port Shipyard Private Limited	Wholly owned subsidiary
	4.	Rappture Projects Private Limited	Associate Company

a. The Principal Business of the M/s. Hazoor Infra Projects Private Limited:

To carry on the business as a Special Purpose Vehicle (SPV) for the four laning of the Arawali Kante section of NH-17
(New NH-66) from km 241.30 to km 281.30 (total length - 39.24 Km) in the State of Maharashtra on Design Build Operate
Transfer (Hybrid Annuity) basis.

b. The Principal Business of the M/s. Hazoor New & Renewable Energy Private Limited:

To carry on the business as a to carry on the business of design, research, manufacture, producing, processing,
generating, accumulating, preserving, mixing, alter, sell, finance, as developers, consultants, contractors, subcontractors,
importers, exporters, buyers, sellers, assemblers, hirers, repairers, dealers, stockiest, marketing, managing, wholesalers,
retailers, jobbers, traders, agents, brokers, representatives, leasing, renting, utilizing of electricity , steam, power,
develop energy-efficient technologies and renewable energy solutions, including solar panels, solar cells, wind power
systems, bioenergy technologies, biofuels, geothermal energy, compressed bio gas energy, hydel energy, nuclear energy,
coal, gas lignite, biomass, tidal , wave energy, and other conventional, non-conventional and renewable energy sources,
waste treatment plants of all kinds, and equipments thereof in India and outside India, with the aim of promoting
sustainable practices by harnessing both conventional and non-conventional energy sources for power generation and
distribution, establishing strategic collaborations with leading multinational companies for technology transfer,
consortium, joint ventures, and global solutions and engage in the development and implementation of energy
distribution infrastructure, including smart grids, and facilitate the wheeling, banking, and sale of electricity to
government bodies, state electricity boards, power finance corporations, private corporations, and entrepreneurs, in
addition to manufacturing and exporting renewable energy equipment and products globally. Includes promote the
adoption of renewable energy across residential, commercial, and industrial sectors, and support the production of
sustainable biofuels, all while expanding its global presence and contributing to the transition to a cleaner, more
sustainable energy future.

c. The Principal Business of the M/s. Square Port Shipyard Private Limited:

To carry on business of manufacture, produce, assemble, alter, build, break, construct, convert, commercialize, control,
design, develop, dismantle, distribute, display, lay down, establish, exchange, erect, equip, fit up, fabricate, hire, handle,
let on hire, release, install, maintain, operate, organize, prepare, promote, repair, overhaul, renovate, recondition,
remodel, service, load, unload, supervise, supply, import, export, buy, to deal in all sizes, varieties, capacities, modalities,
specifications, descriptions, characteristics, applications and uses of ships, boats, vessels, tankers, and floating structures
including cruise ships, excursion boats, cargo ships, barges, ferry boats canvasses, sailboats, motorboats, tugs and pusher
crafts, rafts, tanks, coffer-dams, landing stages, buoys, beacons, floating platforms, dredgers, fire and to do all incidental
acts and things necessary for the attainment of the foregoing objects.

d. The principal business of the M/s. Rappture Projects Private Limited (Formerly known as Karmvir Intelligent Infra
Private Limited):

M/s. Rappture Projects Private Limited is engaged in the business in India and abroad the business of infrastructure
activities, real estate developers, builders, contractors to purchase, acquire, develop, renovate, redevelop, re- condition,
improve, maintain and to deal and market all kinds of properties in any manner whatsoever.

There has been no material change in the nature of the business of the subsidiaries.

In accordance with the provisions of Section 136(1) of the Companies Act, 2013, the following have been placed on the
website of the Company www.hazoormultiproject.com:

a) Annual Report of the Company containing therein its standalone and the consolidated financial statements; and

b) Audited annual accounts of the subsidiary companies. As required, the financial data of the subsidiaries, joint venture
and associate companies is furnished in the prescribed Form AOC-1 as an Annexure-1 to the consolidated financial
statements. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the consolidated financial
statements of the Company are attached.

9. CHANGE IN NATURE OF BUSINESS, IF ANY

During the financial year, there has been no change in the business of the company or in the nature of Business carried
by the company during the financial year under review.

10. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:

Your Company has also incorporated on 08^th day of April, 2025 a wholly owned subsidiary company limited by Shares by
the name "Hazoor Multi Projects UK Limited", inter-alia, to carry on the business as a construction of commercial
buildings, domestic buildings, roads and motorways, other civil engineering projects which is in line of business of the
Company and leverage business opportunities in UK.

Your Company also acquired 51.00% of the paid-up share capital of M/s. Vyom Hydrocarbon Private Limited (Subsidiary
Company) on 03^rd July, 2025 pursuant to a Share Purchase Agreement was incorporated in the year 2023 under
Companies Act, 2013 and is engaged in the business of cater of all equipment, services, infrastructure and other related
needs of the Oil & Gas Industry including but not limited to, providing state of art oil field equipment, Drilling Rigs
Onshore & Offshore, Workover Rigs, vessels, tools, manpower, oil field services and to further identify and capitalize
business opportunities in Oil & Gas sector both Onshore and Offshore, specifically in renting oil field equipments, or
otherwise to provide all types of services to oil and gas industries including but not limited to technical, operational,
production, survey, oil exploration, High Tech Drilling, and short-hole drilling services and also on shore and offshore
drilling services, management consultancy and or services of consulting engineers and or making surveys and/or doing
the business of general suppliers of any material in connection with the business, and/or to carry on business as a
distributor, supplier and or Stockist of plant, machinery, equipment, supplier of goods and materials, services of every
description used in oil, gas processing, mining, manufacturing and all such industries related thereto, and/or to enter into
agreement with Indian or with foreign party for giving assistance and advice and to prepare detailed engineering
drawings and specification s for the same arid to act as consulting engineers end consultants in relation to all types of
engineering work and to explore, extract, excavate, procure, produce, pump, refine, purify, store, research, prepare,
promote, prospect, process, grade, split, remove, amalgamate, barter, convert, clean, commercialise, compound
distribute, discover, handle, import, export, buy, sell, market organise, manage, protect, provide, vapourise, condense,
concentrate, dilute, mix, and to act as agent, broker, stockist, C&F Agent, transporter, consultant, engineering,
contractor, advisor, job worker, export house or otherwise to deal in all sorts of crude & refined petroleum oils and
natural gasses, oleaginous and saponaceous, their products, residues, ingredients, derivatives, formulations, blends,
mixtures, goods and materials and/or to carry on the business in the area of environmental engineering covering
designing, planning, erecting, constructing, preparing, acquiring, owning, transferring, operating, maintaining by any
mode all types of works/projects pertaining to environmental engineering/management, including but not restricted to
Integrated Waste Management Facilities including waste processing and legacy waste clearance, Pollution Monitoring
System, Water and Waste Water Treatment, distribution, collection, disposal of Hazardous and Industrial Waste
collection, transportation, treatment, disposal of Municipal Solid Waste collection, transportation, Treatment,
Composting etc, Decontamination of contaminated site, Bio-medical waste management, Electronic and electrical waste
management.

This strategic acquisition is expected to enhance the Company''s presence in the hydrocarbon and infrastructure
development segments, contributing to long-term growth and diversification of the Company''s operations.

Subsequent to the closure of the financial year, the Paid-up Share Capital of the Company has been increased from K 22,
30, 11,558 to K 23, 00, 25,058 pursuant to Conversion of Convertible Warrants into Equity. This change in capital
structure has been duly recorded and filed with the Registrar of Companies as per applicable provisions of the Companies
Act, 2013.

Apart from the above, there have been no other material changes and commitments affecting the financial position of
the Company have occurred between the end of the financial year of the Company to which financial statements relates
and the date of this report.

11. STATUTORY INFORMATION

The Company is basically engaged in the business of infrastructure and Construction and is a Real estate Company.

12. PUBLIC DEPOSITS

During the year, Company has not accepted any deposits from public within the meaning of the Section 73 of the
Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014.

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

There was no significant material order passed by the regulators or courts or tribunals impacting the going concern status
and company''s operation in nature.

14. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr.
Pawankumar Nathmal Mallawat (DIN: 01538111), Executive Director, retire by rotation and is being eligible has offered

himself for re-appointment at the ensuing Annual General Meeting. Company''s policy on directors'' appointment and
remuneration is available on the website of the company at https://hazoormultiproiect.com/board-of-directors/.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under
Section 164 of the Companies Act, 2013.

The following are the List of Directors and KMP of the Company:

Name of Directors	Category & Designation	Appointment Date	Change in Designation	Resignation Date
Mr. Radheshyam Laxmanrao Mopalwar	Managing Director	14.11.2024	03.02.2025	-
Mr. Pawankumar Nathmal Mallawat	Executive Director	12.01.2022	10.02.2022	-
Ms. Tunviey Mopalwar	Executive Director	31.12.2024	03.02.2025	-
Mr. Tejas Kirtikumar Thakkar	Executive Director	29.05.2024	-	-
Mr. Dineshkumar Laxminarayan Agrawal	Executive Director	09.02.2018	25.08.2023	31.12.2024
Mr. Akshay Pawankumar Jain	Whole Time Director	30.07.2020	24.09.2020	31.12.2024
Mr. Akshay Pawan Kumar Jain	CEO	14.02.2024	-	-
Ms. Madhuri Purshottam Bohra	Non-Executive Independent Director	19.07.2022	27.09.2022	-
Ms. Pratima Prem Mohan Srivastava	Non-Executive Independent Director	25.08.2023	21.09.2023	-
Mr. Arvind Vilasrao Sapkal	Non-Executive Independent Director	29.05.2024	-	-
Mr. Pramod Kumar	Non-Executive Independent Director	29.05.2024	-	-
Mrs. Divya Solanki	Non-Executive Independent Director	29.06.2024	-	-
Mr. Harsh Harish Sharma	Non-Executive Independent Director	30.07.2020	24.09.2020	13.02.2025
Mr. Robert Jonathan Moses	Non-Executive Independent Director	31.12.2024	03.02.2025	30.05.2025
Ms. Francisca Rosario	CFO	31.12.2024	-	07.04.2025
Mr. Samir Mahendra Desai	CFO	29.04.2025	-	-
Mr. Swaminath Chhotelal Jaiswar	Company Secretary	09.08.2023	-	07.07.2025
Mr. Mukund Shriniwasrao Bilolikar	Additional Independent Director	13.08.2025	-	-
Mrs. Shruti Jigar Shah	Additional Executive Director	28.08.2025	-	-

15. ANNUAL RETURN

As per amended section 92(3) of Companies Act, 2013 attachment of extract of annual return to Directors Report is
discontinued. The Annual Return for FY 2024-25 is available on Company''s website at

https://hazoormultiproiect.com/annual-return/.

16. DEPOSITORY SYSTEM:

The Company''s equity shares are available for Dematerialisation through National Securities Depository Limited ("NSDL")
and Central Depository Services (India) Limited ("CDSL"). As of March 31, 2025, 99.90% of the Company''s equity shares
were held in dematerialised form.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY PARTIES

Your Board endeavors that all contracts/arrangements/transactions entered by the Company during the financial year
with related parties are in the ordinary course of business and on an arm''s length basis only.

During the year under review the Company had not entered into transaction with related parties which could be
considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy
on Related Party Transactions is uploaded on the website of the company. The web link is
https://hazoormultiproiect.com/policies/.

Further, all related party transactions entered into by the Company were in the ordinary course of business and were on
an arm''s length basis, hence, disclosure in Form No. AOC-2 is not applicable to the company. The related party
transactions entered into by the company are disclosed in the note 45 in the financial statements forming part of the
Annual Report.

18. NUMBER OF MEETING HELD DURING THE YEAR

The Details of all meeting of Board of Directors and Committee meeting had taken place during the year and their details
along with their attendance, forms the part of Corporate Governance Report as given in Annexure-2. The composition of
the Board and its committee is also available on the website of the company at www.hazoormultiproiect.com.

The following Meetings of the Board of Directors were held during the Financial Year 2024-25:

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1.	12/04/2024	6	6
2.	03/05/2024	6	6
3.	29/05/2024	6	6
4.	25/06/2024	9	9
5.	29/06/2024	9	9
6.	26/07/2024	10	10
7.	12/08/2024	10	10
8.	16/09/2024	10	10
9.	29/10/2024	10	6
10.	14/11/2024	10	6
11.	03/12/2024	11	6
12.	31/12/2024	11	9
13.	28/01/2025	11	7
14.	13/02/2025	11	11
15.	03/03/2025	10	6

19. COMPOSITION OF BOARD AND ITS COMMITTEE

The detail of the composition of the Board and its committees thereof and detail of the changes in their composition, if
any, is given in Annexure-2 in the Corporate Governance Report. The composition of the Board and its committee is also
available on the website of the company at https://hazoormultiproiect.com/.

20. LOANS, GUARANTEES AND INVESTMENT

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company have been disclosed
in the financial statements.

21. DECLARATION BY INDEPENDENT DIRECTORS

Company has received declaration from all the independent directors duly signed by them stating that they meet the
criteria of independence as provided in section 149(6) of the Companies Act, 2013. There has been no Change in the
circumstances affecting their status as Independent Directors of the Company so as to qualify themselves to be
appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant regulations.

All the independent directors have cleared Online Self-Assessment Test with the Indian Institute of Corporate Affairs at
Manesar. Except Mrs. Divya Solanki who was appointed on 29.06.2024 and Mr. Mukund Shriniwasrao Bilolikar was
appointed on 13.08.2025.

22. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the company have
complied with the code of Independent Director. Independent Directors met separately on March 24, 2025 to inter alia
review the performance of Non-Independent Directors (Including the Chairman), the entire Board and the quality,
quantity and timeliness of the flow of the information between the Management and the Board.

23. VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to
report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct
or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the
mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel
of the Company have been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the
website of the Company at https://hazoormultiproiect.com/policies/.

24. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your directors hereby confirm:

A. That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper
explanation relating to material departments;

B. That the directors have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs if the Company at the
end of the financial year and of the profit of the Company for that period;

C. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud
and other irregulations;

D. That the directors had prepared the annual accounts on a going concern basis; and

E. The directors had laid down internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively;

F. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

25. ANNUAL EVALUATION

During the year, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the
working of its committees and individual Directors, including Chairman of the Board. This exercise was carried out
through a structured questionnaire prepared separately for Board, Committee and individual Directors.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the
criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on
the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The board and
the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the
criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman
was also evaluated on the key aspects of his role.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address
these are in progress. The performance evaluation of the Non-Independent Directors, performance of Board as a whole
including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors on
24th March, 2025.

Performance evaluation of independent directors was done by the entire board, excluding the independent director
being evaluated.

26. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has a well-placed, proper and adequate internal financial control system which ensures that all the assets
are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal
audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to

availability and suitability of policies and procedures. During the year no reportable material weakness in the design or
operation were observed.

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Companies Act, 2013 re-emphasizes the need for an effective internal financial control system in the company. 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. The detailed report form part of
Independent Auditors Report.

28. CORPORATE GOVERNANCE

Your Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is filing Corporate Governance
Report to stock exchange quarterly. However, as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 company is giving report on corporate governance report in annual
report of the company as Annexure - 2. The requisite certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance is attached in the report on Corporate Governance.

29. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The particulars required to be included in terms of Section 134(3) (m) of the Companies Act, 2013 with regard to
conservation of energy, technology absorption, foreign exchange earnings and outgo are given below:

A. CONSERVATION OF ENERGY

(i) The steps taken or impact on conservation of energy: Nil

(ii) The steps taken by the Company for utilizing alternate sources of energy: NA

(iii) The capital investment on energy conservation equipment: NA

B. TECHNOLOGY ABSORPTION

(i) The efforts made towards technology absorption: NA

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: NA

(iii) In case of imported technology (imported during last three years reckoned from the beginning of the financial year):
NA

(iv) The expenditure incurred on research & development during the year: NA

C. FOREIGN EXCHANGE EARNING AND OUTGO

The foreign exchange earnings and expenditure of your Company: Nil

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Management
Discussion and Analysis Report of the financial condition and results of consolidated operations of the Company under
review, is annexed and forms an integral part of director''s report is given in Annexure - 3.

31. AUDITORS
STATUTORY AUDITORS:

M/s VMRS & Co., Chartered Accountant are Statutory Auditors of the Company, who were re-appointed in 32^nd Annual
General Meeting held on August 27, 2024 to hold the office until the conclusion of the 37^th Annual General Meeting.
Thus, no further action is required in this regard.

INTERNAL AUDITOR:

The Board has appointed M/s. Satya Prakash Natani & Co., Chartered Accountants Mumbai as an Internal Auditor for 5
Years from financial year 2024-25 to 2028-29 in the Board meeting held on December 31, 2024 after obtaining his
willingness and eligibility letter for appointment as Internal Auditor of the Company. The scope of work and authority of
the Internal Auditors is as per the terms of reference approved by Audit Committee.

SECRETERIAL AUDITOR:

Your board has appointed Mr. Ranjit Binod Kejriwal, Practicing Company Secretary, as secretarial Auditor of the company
for the financial year 2024-25.

Your board, based on the recommendation of Audit Committee, proposed for the approval of members in this Annual
General Meeting, for the appointment Mr. Ranjit Binod Kejriwal, Company Secretary in practice, (FCS: 5985, COP: 6116)
and a Peer Reviewed Company Secretary, as the Secretarial Auditor of the company, for performing Secretarial Audit of
the company for a period of five consecutive years commencing from April 01, 2025 till March 31, 2030 in accordance
with the amendment notified in Regulation 24A by way of SEBI (LODR) (Third Amendment) Regulations, 2024, with effect
from April 01, 2025.

The secretarial report for the financial year 2024-25 is attached as Annexure-4. Report of secretarial auditor is self¬
explanatory and need not any further clarification.

a. There was a delay of approximately two minutes in disclosing the outcome of Board meeting, deferring the timelines
of Regulation 30 of SEBI LODR.

b. There was a delay of six days in disclosing the outcome of Fund-Raising Committee meeting, deferring the timelines
of Regulation 30 of SEBI LODR.

c. There was a delay of six days in disclosing the details of investment/acquisition, deferring the timelines of Regulation
30 of SEBI LODR.

d. The details required as per relevant SEBI circulars on Regulation 30 were not mentioned in the disclosures made for
the work orders received.

e. The details required as per relevant SEBI circulars on Regulation 30 were not mentioned in the disclosure made for
the allotment of 1, 25, 85, 300 fully convertible warrants. As required by the aforesaid circulars, the pre issue and the
post issue equity holding of allottees were not disclosed.

f. The acquisitions done by the company were not filed in XBRL mode with the stock exchange.

g. The position of CFO was vacant for a period of nine months in the financial year 2024-25.

h. The initial dispatch on Annual Report without the significant accounting policies was completed on 03.08.2024, and
the Company dispatched the revised Annual Report on 26.08.2024 containing the significant accounting policies. The
newspaper advertisement of such revision was not published.

i. The company has not submitted the report of monitoring agency appointed for monitoring the utilization of
preferential issue proceeds within the prescribed timelines in the financial year, resulting to non-compliance of
provisions of Regulation 32(7) of SEBI LODR.

j. The company had dispatched a corrigendum for notice of Extraordinary General Meeting on 03.05.2024, however,
the newspaper advertisement of the same was not published.

k. The company had dispatched a corrigendum for notice of Extraordinary General Meeting on 17.02.2025, however,
the newspaper advertisement of the same was published on 19.02.2025.

l. The company had not filed the XBRL of prior intimation of Board meeting for the Board meeting to be held on
16.09.2024.

m. The company has not filed Form PAS-3 for allotment of 1, 25, 85,300 fully convertible warrants on preferential basis
made on 25.06.2024.

n. The company utilised the fund without filing Form PAS-3 for conversion of 1, 46,061 warrants into equity shares.

The management hereby assures that they will be more vigilant and aware that such errors does not happen.

Following forms are filed after the due date:

Sr. No.	Forms	Purpose of form	SRN	Due Date of filing	Date of filing
1.	MGT-14	Allotment of Securities and Sell, lease or otherwise disposal of the whole, or substantially the whole, of the undertaking.	AB0794225	11/05/2024	23/09/2024
2.	SH-7	Increase in authorised share capital	AA8763088	05/06/2024	27/06/2024
3.	PAS-3	Conversion of 1,46,061 warrants into equity shares	AA9786704	11/07/2024	15/08/2024
4.	I EPF-2	Statement of unclaimed and unpaid amounts.	AB1676510	25/11/2024	04/11/2024
5.	SH-7 INC-33	Consolidation or Division of Shares and Alteration in capital clause of MOA	AB1865095	25/09/2024	16/11/2024
6.	MGT-14	Appointment & Resignation of Directors, KMP, Internal Auditor and Approval of Related Party Transactions	AB2619353	29/01/2025	04/02/2025

7.

DIR-12

Appointment & Resignation of Directors and KMP

AB2600633

29/01/2025

03/02/2025

The Management informed that the form could not be filled within due date due to certain connectivity issues.

32. COMMENTS ON AUDITOR''S REPORT

The notes referred to in the Auditor Report are self-explanatory and they do not call for any further explanation as
required under section 134 of the Companies Act, 2013.The Statutory Auditors have not reported any incident of fraud to
the Audit Committee of the Company in the year under review.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate Social
Responsibility) Rules 2014; the Board has undertaken the CSR activities as per Rule 4 of Companies (Corporate Social
Responsibility Policy) Rules, 2014. The details of CSR activities for the financial year 2024-25 forms part of this Board
report in Annexure - 5.

The Company had transferred Rs. 3,60,571/- , being the unspent CSR amount pertaining to financial year 2023-24 in PM
Cares Fund on 09^th September, 2024.

34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act,
2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014. The Disclosures pertaining to remuneration as required under section 197(12) of the Companies Act 2013 read with
rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed in
Annexure -6 to this report and form part of this Report.

The detailed remuneration policy of the Company is available on the below link:
https://hazoormultiproiect.com/policies/.

35. STATEMENT ON RISK MANAGEMENT

During the financial year under review a statement on risk management including identification therein of elements of
risk, if any, which in the opinion of the Board may threaten the existence of the company as per the provisions of Section
134(3) (n) of Companies Act, 2013; has been annexed in Annexure-7.

36. CEO AND CFO CERTIFICATION

In terms of Regulation 17(8) of the Listing Regulations, the CEO and CFO has certified to the Board of Directors of the
Company with regard to the financial statements and other matters specified in the said regulation for the financial year
2024-25. The certificates received are attached herewith as per Annexure -8.

37. LISTING AT STOCK EXCHANGE

The Annual Listing Fee for the current year has been paid to the BSE Limited.

38. CODE OF CONDUCT

Being a listed Company provided to the Company from formulating of Code of Conduct for Board of Directors and Senior
Management Personnel. However, Board of Directors has formulated and adopted Code of Conduct for Board of
Directors and Senior Management Personnel. During the year, Board of Directors and Senior Management Personnel has
complied with general duties, rules, acts and regulations. In this regard certificate from Managing Director as required
under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the
Board and the same is attached herewith as per Annexure-9.

Code of Conduct form Board of Directors and Senior Management Personnel is available on below link:
https://hazoormultiproiect.com/code-of-conduct/.

39. COMPLIANCE CERTIFICATE FROM THE AUDITORS REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE
GOVERNANCE

Corporate Governance is a set of process, practice and system which ensure that the Company is managed in a best
interest of stakeholders. The key fundamental principles of corporate governance are transparency and accountability.
Our Company''s core business objective is to achieve growth with transparency, accountability and with independency.
The Company has adopted various corporate governance standards and has been doing business in ethical way by which
Company has enhanced stakeholders trust, shareholders wealth creation by improving shares valuation, market

capitalization, etc.

A certificate received from M/s VMRS & Co., Statutory Auditors of the Company regarding compliance of the conditions
of Corporate Governance, as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is attached herewith as per Annexure - 10.

40. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Mr. Ranjit Binod Kejriwal, Practicing Company Secretary has issued a certificate required under the listing regulations,
confirming that none of the Directors on the Board of the company has been debarred or disqualified from being
appointed or continuing as director of the company by SEBI/Ministry of Corporate Affairs or any such statutory authority.
The certificate is enclosed as Annexure - 11.

41. SEXUAL HARASSMENT OF WOMEN

The Company has always believed in providing a conducive work environment devoid of discrimination and harassment
including sexual harassment. The Company has a well formulated Policy on Prevention and Redressal of Sexual
Harassment. The objective of the Policy is to prohibit, prevent and address issues of sexual harassment at the workplace.
This Policy has striven to prescribe a code of conduct for the employees and all employees have access to the Policy
document and are required to strictly abide by it. The Policy covers all employees, irrespective of their nature of
employment and is also applicable in respect of all allegations of sexual harassment made by an outsider against an
employee.

Number of complaints received during the financial year: Nil
Number of complaints disposed of during the financial year: Nil
Number of cases pending for more than ninety days: Nil

Internal Complaints Committee (ICC): The Company has instituted an Internal Complaints Committee (ICC) for redressal
and timely management of sexual harassment complaints. The Committee is chaired by Company Secretary of the
Company. The Committee also has an external senior representative member who is a subject matter expert. The Board
is periodically updated on matters arising out of the policy/ framework, as well as on certain incidents, if any.

Policy on Prevention of Sexual Harassment at Workplace (POSH) and Awareness:

The Company has zero tolerance towards sexual harassment and is committed to provide a safe environment for all. The
Company''s policy is inclusive irrespective of gender or sexual orientation of an individual. It also includes situations
around work from home scenarios. To create awareness on this sensitive and important topic, training/awareness
programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.

42. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI).

43. FRAUD REPORTING

During the financial year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported
any instances of frauds committed in the Company by its officers or employees to the Audit Committee or to the Central
Government under Section 143(12) of the Companies Act, details of which needs to be mentioned in this Report.

44. MAINTENANCE OF COST RECORDS

The Company has maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of
the Act. M/s. N. Ritesh N. & Associates, Cost Accountants, Mumbai (Firm Registration No. 100675) have carried out the
cost audit for the cost records maintained for the FY 2024-25. The Board, on the recommendation of the Audit
Committee, has appointed M/s. N. Ritesh N. & Associates, as Cost Auditors of the Company for conducting the audit of
cost records maintained for the FY 2025-26 under Section 148 of the Act read with the Companies (Audit and Auditors)
Rules, 2014.

The remuneration proposed to be paid to the Cost Auditor is subject to ratification by the Members of the Company at
the ensuing 33^rd Annual General Meeting.

45. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
information with a view to regulate trading in securities by the Directors and designated employees of the Company.

The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company
shares by the Directors and the designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code.

The Company has a Prohibition of Insider Trading Policy and the same has been posted on the website of the Company at
https://hazoormultiproiect.com/policies/.

46. RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help
us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the
year under review, expenditure on research and development is not significant in relation to the nature size of operations
of your Company.

47. OPINION OF BOARD

Financial Year 2024-25, three Independent Directors were appointed in the company. The Board of directors consists of
independent Director having integrity, relevant expertise and experience.

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

There are no applications made or any proceedings pending against the Company under Insolvency and Bankruptcy Code,
2016 during the financial year.

49. CREDIT RATING

The details of the credit ratings awarded to the Company are provided in the Corporate Governance Report forming part
of the Integrated Annual Report.

50. COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments
and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for
women employees. All eligible women employees are provided with maternity benefits as prescribed under the
Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during
maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of
maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

51. GENDER-WISE COMPOSITION OF EMPLOYEES:

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender
composition of its workforce as on the 31^st March, 2025.

Male Employees: 39
Female Employees: 14
Transgender Employees: 0

This disclosure reinforces the Company''s efforts to promote an inclusive workplace culture and equal opportunity for all
individuals, regardless of gender.

52. DISCLOSURE OF ONE TIME SETTLEMENT

The Company did not avail any such onetime settlement during the Financial Year. Therefore, disclosure of 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 is not applicable to the Company.

53. APPRECIATION

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to all stakeholders of the
company viz. Shareholders, banks and other business partners for their valuable support and look forward to their
continued co-operation in the years to come. The Directors place on record their sincere appreciation to all employees of
the company for their support and contribution to the company.

54. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from

Shareholders, Bankers, 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, resulting in successful performance of the Company during the year.

Place: Mumbai For the Board of Directors

Date: 28.08.2025 Hazoor Multi Projects Limited

Sd/- Sd/-

Radheshyam Laxmanrao Mopalwar Pawankumar Nathmal Mallawat

Chairperson & Managing Director Executive Director

DIN:02604676 DIN:01538111

---

Mar 31, 2024

Your Directors take pleasure in submitting the 32^nd Annual Report of the Business and operations of your Company and the Audited Financial Statements for the financial yearended31^st March, 2024.

1. FINANCIAL RESULTS & PERFORMANCE

Particulars	For the year ended 31-03-2024*	For the year ended 31-03-2023*	For the year ended 31-03-2024*
	Standalone		Consolidated
Revenue from operations	48985.04	77580.71	54455.64
Other Income	475.09	38.61	475.09
Total Revenue	49460.13	77619.32	54930.73
Profit before tax and Exceptional Items	7397.22	6124.12	8585.82
Exceptional Items	0.00	0.00	0.00
Profit before Taxation	7397.22	6124.12	8585.82
-Current Tax	1900.00	1550.00	2199.15
-Deferred Tax	9.73	16.15	9.73
-Excess/Short provision of tax	0.00	0.00	0.00
Net Profit/(Loss) For The Year	5487.50	4557.97	6376.95

*Figures are grouped wherever necessary.

The Company discloses financial results on quarterly basis of which results are subjected to limited review and publishes audited financial results on an annual basis. The Financial Statements as stated above are also available on the Company''s website www.hazoormultiproiect.com.

2. STATE OF COMPANY''S AFFAIR

During the year, Your Company recorded revenue from Operations 48985.04 Lacs during the current financial year as compared to total revenue of 77580.71 Lacs in financial year 2022-23 and Profit before Tax for the year 2023-24 stood at 7397.22 Lacs as compared to profit before tax of 6124.12 Lacs in financial year 2022-23. Profit after Tax for the current year stood at 5487.50 Lacs as compared to profit after Tax of 4557.97 Lacs in financial year 2022-23. (Standalone)

During the year, Your Company recorded revenue from Operations 54455.64 Lacs during the current financial year and Profit before Tax for the year 2023-24 stood at 8585.82 Lacs. Profit after Tax for the current year stood at 6376.95 Lacs. (Consolidated)

A detailed analysis on the Company''s performance is included in the "Management''s Discussion and Analysis" Report, which forms part of this Report.

3. ROAD AHEAD

Our vision is to expand the existing base and widen scope of work. Our priorities are as follows:

• Raising the more customer base

• Provide the best services and retain the existing client base

4. DIVIDEND

Keeping in mind the overall performance and outlook for your Company, your Board of Directors recommend that this time the company is not declaring dividends as the company require funds for its business expansion. Your directors are unable to recommend any dividend for the year ended 31^st March, 2024. However, the Board of Director in the meeting held on 09.08.2023 had recommended an interim dividend on Rs. 3/- per share proportionate to the paid -up value of the Equity Share. The Company has adopted Dividend Distribution policy is available on the website of the company at https://www.hazoormultiproiect.com/investors/policies.html

5. UNCLAIMED DIVIDEND

There is balance lying in unpaid equity dividend account. Details are showing on the website https://www.hazoormultiproiect.com/investor/compliance.

6. TRANSFER TO RESERVE

Company has not transferred any amount from profit to General Reserve.

7. SHARE CAPITAL

The Company''s Authorised Share capital comprising:

(i) Rs. 50,50,00,000 (Rupees Fifty crores Fifty Lakhs) equity share capital divided into 5,05,00,000 (Five Crores Five Lacs) Equity Shares of Rs. 10/- each; and

(ii) Rs. 50,00,00,000 (Rupees Fifty crore) Preference Share Capital divided into 500 (Five Hundred) Preference Shares of Rs. 10,00,000 each;

As at March 31, 2024, the Company has issued 35, 00,000 Equity Shares by way of Preferential Allotment. The Issued, Subscribed and paid up Capital are as under:

Issued Capital	18,72,50,000
Subscribed Capital	18,72,50,000
Paid Up Capital	18,71,41,558*

* This includes only Fully Paid Up shares of the Company. The Company has 14,459 Partly Paid up shares which is in Process of Forfeiture.

8. CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year, there has been no change in the business of the company or in the nature of Business carried by the company during the financial year under review.

9. DEPOSITORY SYSTEM:

The Company''s equity shares are available for Dematerialisation through National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL"). As of March 31, 2024, 99.78% of the Company''s equity shares were held in dematerialised form.

10. PUBLIC DEPOSITS

During the year, Company has not accepted any deposits from public within the meaning of the Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014.

11. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

During the year, your Company has incorporated a wholly owned subsidiary company limited by Shares by the name "Hazoor Infra Projects Private Limited", inter-alia, to carry on the business as a Special Purpose Vehicle (SPV) for the four laning of the Arawali Kante section of NH-17 (New NH-66) from km 241.30 to km 281.30 (total length - 39.24 Km) in the State of Maharashtra on Design Build Operate Transfer (Hybrid Annuity) basis.

Your Company also acquired 100% of the paid-up share capital of M/s. Square Port Shipyard Private Limited (Wholly Owned Subsidiary Company) pursuant to a Share Purchase Agreement was incorporated in the year 2022 under Companies Act, 2013 and is engaged in the business of manufacture, produce, assemble, alter, build, break, construct, convert, commercialize, control, design, develop, dismantle, distribute, display, lay down, establish, exchange, erect, equip, fit up, fabricate, hire, handle, let on hire, release, install, maintain, operate, organize, prepare, promote, repair, overhaul, renovate, recondition, remodel, service, load, unload, supervise, supply, import, export, buy, to deal in all sizes, varieties, capacities, modalities, specifications, descriptions, characteristics, applications and uses of ships, boats, vessels, tankers, and floating structures including cruise ships, excursion boats, cargo ships, barges, ferry boats, tankers,

refrigerated vessels, bay liners, fishing vessels, yachts, rowing boats, canvasses, sailboats, motorboats, tugs and pusher crafts, rafts, tanks, coffer-dams, landing stages, buoys, beacons, floating platforms, dredgers, fire and to do all incidental acts and things necessary for the attainment of the foregoing objects.

Your Company also acquired 46.75% of the paid-up share capital of M/s. Karmvir Intelligent Infra Private Limited (Associate Company) pursuant to a Share Purchase Agreement was incorporated in the year 2010 under Companies Act, 1956 and is engaged in the business in India and abroad the business of infrastructure activities, real estate developers, builders, contractors to purchase, acquire, develop, renovate, redevelop, re- condition, improve, maintain and to deal and market all kinds of properties in any manner whatsoever.

There has been no material change in the nature of the business of the subsidiaries. The Company has no subsidiary which can be considered as material within the meaning of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In accordance with the provisions of Section 136(1) of the Companies Act, 2013, the following have been placed on the website of the Company www.hazoormultiproject.com:

a) Annual Report of the Company containing therein its standalone and the consolidated financial statements; and

b) Audited annual accounts of the subsidiary companies. As required, the financial data of the subsidiaries, joint venture and associate companies is furnished in the prescribed Form AOC-1 as an Annexure-1 to the consolidated financial statements. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company are attached.

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

There was no significant material order passed by the regulators or courts or tribunals impacting the going concern status and company''s operation in nature.

13. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Dineshkumar Laxminarayan Agrawal (DIN:05259502), Executive Director, retire by rotation and is being eligible has offered himself for re-appointment at the ensuing Annual General Meeting. Company''s policy on directors'' appointment and remuneration is available on the website of the company at https://www.hazoormultiproiect.com/investors.html

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

The following are the List of Directors and KMP of the Company:

Name of Directors	Category & Designation	Appointment Date	Change in Designation	Resignation Date
Mr. Dineshkumar Laxminarayan Agrawal	Executive Director	09.02.2018	25.08.2023	-
Mr. Akshay Pawankumar Jain	Whole Time Director	30.07.2020	24.09.2020	-
Mr. Pawankumar Nathmal Mallawat	Executive Director	12.01.2022	10.02.2022	-
Mr. Raviprakash Narayan Vyas	Non-Executive Independent Director	12.11.2018	27.09.2019	25.08.2023
Mr. Harsh Harish Sharma	Non-Executive Independent Director	30.07.2020	24.09.2020	-
Ms. Madhuri Purshottam Bohra	Non-Executive Independent Director	19.07.2022	27.09.2022	-
Ms. Pratima Prem Mohan Srivastava	Non-Executive Independent Director	25.08.2023	21.09.2023	-
Mr. Dineshkumar Laxminarayan Agrawal	CFO	11.02.2019	-	13.01.2024
Mr. Bhavesh Ramesh Pandya	Company Secretary	19.08.2021	-	02.08.2023

Mr. Swaminath Chhotelal Jaiswar	Company Secretary	09.08.2023	-	-
Mr. Satya Narayan Tripathi	CFO	15.01.2024	-	31.03.2024
Mr. Akshay Pawan Kumar Jain	CEO	14.02.2024	-	-
Mr. Tejas Kirtikumar Thakkar	Additional Executive Director	29.05.2024	-	-
Mr. Arvind Vilasrao Sapkal	Additional Non-Executive Director	29.05.2024	-	-
Mr. Pramod Kumar	Additional Independent Director	29.05.2024	-	-
Mrs. Divya Solanki	Additional Independent Director	29.06.2024	-	-

14. ANNUAL RETURN

As per amended section 92(3) of Companies Act, 2013 attachment of extract of annual return to Directors Report is discontinued. The Annual Return for FY 2023-24 is available on Company''s website at

https://www.hazoormultiproiect.com/investors.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY PARTIES

With reference to Section 134(3) (h) of the Companies Act, 2013, all contracts and arrangements with related parties under section 188 of the Companies Act, 2013 entered by the Company during the financial year, were in ordinary course of business and at arm''s length basis. Details of the related party transactions made during the year are attached as Annexure-2 in form AOC-2 for your kind perusal and information.

16. POLICY ON RELATED PARTY TRANSACTIONS

The Board of the Company has adopted the Policy and procedure with regard to Related Party Transactions. The policy envisages the procedure governing the materiality of Related Party Transactions and dealing with Related Party transactions required to be followed by Company to ensure compliance with the Law and Regulation. The said Policy is available on the website of the Company.

The Policy on Related Party Transactions is uploaded on the website of the company. The web link is https://www.hazoormultiproiect.com/investors

17. CORPORATE GOVERNANCE

Your Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is filing Corporate Governance Report to stock exchange quarterly. However, as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 company is giving report on corporate governance report in annual report of the company. Corporate Governance Report is as per Annexure - 3.

18. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information relating to Conservation of Energy, Technology Absorption and Foreign Earning and Outgo as required under Section 134(3) (m) of the Companies Act, 2013, read together with Rule 8(3) of the Companies (Accounts) Rules, 2014 forms part of this Report as per Annexure -4.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Management Discussion and Analysis Report of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of director''s report is given in Annexure - 5.

20. AUDITORS STATUTORY AUDITORS:

In the AGM held on 27/09/2019, M/s VMRS & Co., Chartered Accountant was appointed as auditors for five years from 01/04/2019 to 31/03/2024. As per Section 139, the term of existing auditors ends on this AGM and they need to be re-appointed for a further period of 5 years. So, the Board proposes to confirm the Re-appointment of M/s VMRS & Co.,

Chartered Accountants to the effect that their reappointment as Statutory Auditors of the Company from the conclusion of 32^ndAnnual General Meeting until the conclusion of the 37th Annual General Meeting of the Company, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act 2013.

INTERNAL AUDITOR:

The Board has appointed M/s. KPJ & Associates, Chartered Accountants, Mumbai as an Internal Auditor for 5 Years from financial year 2023-24 to 2027-28 in the Board meeting held on 09^th August, 2023 after obtaining his willingness and eligibility letter for appointment as Internal Auditor of the Company. The scope of work and authority of the Internal Auditors is as per the terms of reference approved by Audit Committee. M/s. KPJ & Associates has resigned from the post of Internal Auditor w.e.f. 29^th May, 2024.

SECRETERIAL AUDITOR:

Your board has appointed Mr. Ranjit Binod Kejriwal, Practicing Company Secretary, as secretarial Auditor of the company for the financial year 2023-24.The secretarial report for the financial year 2023-24 is attached as Annexure-6.

Secretarial auditors'' observation(s) in secretarial audit report and directors'' explanation thereto -

a. The company has revised the filing of outcome of board meeting with the stock exchange on 31st May, 2023 as resignation letter of internal auditor was not attached with the same.

b. The company has filed the Statement of Deviation before the publication of financial result for the quarter ended March 2023. The statement of deviation was filed on 08/05/2023 whereas financial results were published on 30/05/2023.

c. The company has filed the Statement of Deviation after the publication of financial result for the quarter ended June 2023. The statement of deviation was filed on 12/08/2023 whereas financial results were published on 09/08/2023.

d. The company has filed the Statement of Deviation after the publication of financial result for the quarter ended September 2023. The statement of deviation was filed on 10/11/2023 whereas financial results were published on 11/11/2023.

e. The company had received the intimation regarding loss of share certificates on 25/08/2023 whereas the information was submitted to the stock exchange on 28/08/2023. The submission was delayed by a day.

f. The notice of EGM dated 06/12/2023 was submitted to stock exchange on 08/12/2023, however, the publication of the same in newspaper was done on 10/12/2023. The publication was delayed by 24 hours.

g. The amount disclosed in Initial disclosure for large Corporate Disclosure was 22.72 crores, whereas the amount reported in Audited Financial Statements was 21.87 crores. As per the management it was due to some miscalculation.

h. Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for allotment of securities in PDF mode was filed on 01/02/2024 and the same was filed in XBRL mode on 03/02/2024.

i. The change in the proposed list of allottees of equity shares was informed via a corrigendum to notice of Extraordinary General Meeting on 29/12/2023, however newspaper advertisement of the same was not published.

j. The audited financial statements of the year ended 31st March, 2024 were not signed by Chief Financial Officer as he has resigned from the post of CFO from the close of business hours of 31st March, 2024. As on the date of this report, the company has not appointed any CFO in the company and the time limit of 3 months has lapsed as per Clause 2 of Regulation 26A of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

k. Amount of Rs. 3,60,571 is unspent towards CSR expense.

l. Following forms are filed after the due date:

Sr. No	Form No. / Return	SRN	Particulars	Date of Filing	Delay by
1.	Form MGT-14	AA7899255	Investment in Wholly Owned Subsidiary	15/05/2024	229 days

The Management informed that the form could not be filled within due date due to certain connectivity issues.

21. COMMENTS ON AUDITOR''S REPORT

The notes referred to in the Auditor Report are self-explanatory and they do not call for any further explanation as required under section 134 of the Companies Act, 2013.The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

22. NUMBER OF MEETING HELD DURING THE YEAR

The Details of all meeting of Board of Directors and Committee meeting had taken place during the year and their details along with their attendance, is given in Annexure-3 in the Corporate Governance Report.

23. COMPOSITION OF BOARD AND ITS COMMITTEE

The detail of the composition of the Board and its committees thereof and detail of the changes in their composition, if any, is given in Annexure-3 in the Corporate Governance Report. The composition of the Board and its committee is also available on the website of the company at www.hazoormultiproiect.com

24. LOANS, GUARANTEES AND INVESTMENT

The company has made investments in following companies:

Sr. No.	Date of Transaction	Purpose of Transaction	Amount involved in Transaction (Amount in Lakhs)
1.	10-04-2023	Optionally Convertible Debenture-0.01% in Square Port Shipyard Private Limited	2500.000
2.	Various Dates	Investment in wholly owned Subsidiary in Hazoor Infra Projects Private Limited	10.000
3.	Various Dates	Deemed Investment in WOS, Hazoor Infra Projects Private Limited	5590.000
4.	Various Dates	Investment in Equity Instruments (quoted)	344.956
5.	Various Dates	Advance to Subsidiary Company, Hazoor Infra Projects Private Limited	6.567

25. DECLARATION BY INDEPENDENT DIRECTORS

Company has received declaration from all the independent directors duly signed by them stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

There has been no Change in the circumstances affecting their status as Independent Directors of the Company so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant regulations.

All the independent directors have cleared Online Self-Assessment Test with the Indian Institute of Corporate Affairs at Manesar. Except Mrs. Divya Solanki who was appointed on 29.06.2024.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the company have complied with the code of Independent Director. Independent Directors met separately on 18^th March, 2024 to inter alia review the performance of Non-Independent Directors (Including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of the information between the Management and the Board.

26. VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company athttps://www.hazoormultiproiect.com/investors.

27. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your directors hereby confirm:

A. That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departments;

B. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs if the Company at the end of the financial year and of the profit of the Company for that period;

C. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregulations;

D. That the directors had prepared the annual accounts on a going concern basis; and

E. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

F. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

28. ANNUAL EVALUATION

During the year, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its committees and individual Directors, including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for Board, Committee and individual Directors.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. The performance evaluation of the Non-Independent Directors, performance of Board as a whole including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors on 18th March, 2024.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

29. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has a well-placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

30. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Companies Act, 2013 re-emphasizes the need for an effective internal financial control system in the company. 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. The detailed report form part of Independent Auditors Report.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is committed to good corporate citizenship. As a part of its corporate social responsibility, the Company continues to undertake a range of activities including healthcare and education to improve living conditions of the needy people. The CSR policy of the Company is placed on the website of the Company

https://www.hazoormultiproiect.com/master/Investor/pdf/image18322024-04-20-18-44-54policv-of-csr.pdf.

Pursuant to the provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules 2014; the Board has undertaken the CSR activities as per Rule 4 of Companies (Corporate Social Responsibility Policy) Rules, 2014. The details of CSR activities for the financial year 2023-2024 forms part of this Board report in Annexure - 7.

32. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosures pertaining to remuneration as required under section 197(12) of the companies act 2013 read with rules 5 of the companies (appointment and remuneration of managerial personnel) Rules, 2014 are annexed in Annexure -8 to this report and form part of this Report.

33. STATEMENT ON RISK MANAGEMENT

During the financial year under review a statement on risk management including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company as per the provisions of Section 134(3) (n) of Companies Act, 2013; has been annexed in Annexure-9.

34. CEO/CFO CERTIFICATION

In terms of Regulation 17(8) of the Listing Regulations, the CFO has certified to the Board of Directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 2023-24. The certificate received from CFO is attached herewith as per Annexure -10.

35. LISTING AT STOCK EXCHANGE

The Annual Listing Fee for the current year has been paid to the BSE Limited.

36. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of your Company have occurred between the end Of the financial year of the Company to which financial statements relates and the date of this report.

37. CODE OF CONDUCT

Being a listed Company provided to the Company from formulating of Code of Conduct for Board of Directors and Senior Management Personnel. However, Board of Directors has formulated and adopted Code of Conduct for Board of Directors and Senior Management Personnel. During the year, Board of Directors and Senior Management Personnel has complied with general duties, rules, acts and regulations. In this regard certificate from Managing Director as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached herewith as per Annexure-11.

Code of Conduct form Board of Directors and Senior Management Personnel is available on below link: https://www.hazoormultiproiect.com/investors.html.

38. CORPORATEGOVERNANCE

Corporate Governance is a set of process, practice and system which ensure that the Company is managed in a best interest of stakeholders. The key fundamental principles of corporate governance are transparency and accountability. At Hazoor, Company''s core business objective is to achieve growth with transparency, accountability and with independency. Company has adopted various corporate governance standard and doing business in ethical way by which Company has enhance stakeholders trust, shareholders wealth creation by improving shares valuation, market capitalization, etc.

A certificate received from M/s VMRS & Co., Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance, as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 is attached herewith as per Annexure-12.

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

Our company goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences, and other factors, and contribute to the best of their abilities.

Internal Complaints Committee (ICC): The Company has instituted an Internal Complaints Committee (ICC) for redressal and timely management of sexual harassment complaints. The Committee is chaired by Company Secretary of the

Company. The Committee also has an external senior representative member who is a subject matter expert. The Board is periodically updated on matters arising out of the policy/framework, as well as on certain incidents, if any.

The Company has zero tolerance towards sexual harassment and is committed to provide a safe environment for all. The Company''s policy is inclusive irrespective of gender or sexual orientation of an individual. It also includes situations around work from home scenarios. To create awareness on this sensitive and important topic, training/awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.

The Company did not receive any complaints on sexual harassment during the year 2023-24 and hence no complaints remain pending as of 31st March, 2024.

40. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

41. PREVENTIONOF INSIDER TRADING

The Company has adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive information with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

The Company has a Prohibition of Insider Trading Policy and the same has been posted on the website of the Company at https://www.hazoormultiproiect.com/investors.html

42. RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

43. FRAUD REPORTING

During the financial year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee or to the Central Government under Section 143(12) of the Companies Act, details of which needs to be mentioned in this Report.

44. MAINTENANCE OF COST RECORDS

The Company has maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act. M/s. N. Ritesh N. & Associates, Cost Accountants, Mumbai (Firm Registration No. 100675) have carried out the cost audit for the cost records maintained for the FY 2023-24.

The Board, on the recommendation of the Audit Committee, has appointed M/s. N. Ritesh N. & Associates, as Cost Auditors of the Company for conducting the audit of cost records maintained for the FY2024-25 under Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

The remuneration proposed to be paid to the Cost Auditor is subject to ratification by the Members of the Company at the ensuing 32^nd Annual General Meeting.

The Cost Audit Report for the financial year 2022-23, which was filed with the Ministry of Corporate Affairs on 10^th October, 2023.

45. OPINION OF BOARD

During the year 1 Independent Director was appointed in the company. The Board of directors consists of independent Director having integrity, relevant expertise and experience.

46. STATUTORY INFORMATION

The Company is basically engaged in the business of infrastructure and is a Real estate Company. Apart from this business,

the company is not engaged in any other business/activities.

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

There are no applications made or any proceedings pending against the Company under Insolvency and Bankruptcy Code, 2016 during the financial year.

48. CREDIT RATING

The details of the credit ratings awarded to the Company are provided in the Corporate Governance Report forming part of the Integrated Annual Report.

49. APPRECIATION

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to all stakeholders of the company viz. Shareholders, banks and other business partners for their valuable support and look forward to their continued co-operation in the years to come. The Directors place on record their sincere appreciation to all employees of the company for their support and contribution to the company.

50. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, 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, resulting in successful performance of the Company during the year.

Place: Mumbai For the Board of Director For the Board of Director

Date: 26.07.2024 Hazoor Multi Projects Limited Hazoor Multi Projects Limited

Sd/- Sd/-

Pawankumar Nathmal Mallawat Akshay Pawan Kumar Jain

Chairperson & Executive Director Whole Time Director

DIN:01538111 DIN: 08595089

---

Mar 31, 2023

Your Directors take pleasure in submitting the 31^st Annual Report of the Business and operations of yourCompany and the Audited Financial Statements for the financial year ended 31^st March, 2023.

1. FINANCIAL RESULTS & PERFORMANCE

Particulars	For the year ended	For the year ended
	31-03-2023*	31-03-2022*
Revenue from operations	77580.71	11254.35
Other Income	38.61	9.64
Total Revenue	77619.32	11263.99
Profit before tax and Exceptional Items	6124.12	348.93
Exceptional Items	0.00	0.00
Profit before Taxation	6124.12	348.93
-Current Tax	1550.00	97.00
-Deferred Tax	16.15	3.68
-Excess/Short provision of tax	0.00	0.00
Net Profit/ (Loss) For The Year	4557.97	248.25

* Figures regrouped wherever necessary.

The Company discloses financial results on quarterly basis of which results are subjected to limited review and publishes audited financial results on an annual basis. The Financial Statements as stated above are also available on the Company''s website www.hazoormultiproiect.com.

2. STATE OF COMPANY''S AFFAIR

During the year, Your Company recorded total revenue of 77580.71 Lacs during the current financial year as compared to total revenue of 11263.99 Lacs in financial year 2021-22 and Profit before Tax for the year 2022-23 stood at 6124.12 Lacs as compared to profit before tax of 348.93 Lacs in financial year 2021-22. Profit after Tax for the current year stood at 4557.97 Lacs as compared to profit after Tax of 248.25 Lacs in financial year 2021-22. A detailed analysison the Company''s performance is included in the "Management''s Discussion and Analysis" Report, which forms part of this Report.

3. ROAD AHEAD

Our vision is to expand the existing base and widen scope of work. Our priorities are as follows:

• Raising the more customer base

• Provide the best services and retain the existing client base

4. DIVIDEND

Keeping in mind the overall performance and outlook for your Company, your Board of Directors recommend that this time the company is not declaring dividends as the company require funds for its business expansion. Your Directors are unable to recommend any dividend for the year ended 31^stMarch, 2023. However, the Board of Director in the meeting held on 09.08.2023 had recommended an interim dividend on Rs. 3/- per share proportionate to the paid -up value of the Equity Share. The Company has adopted Dividend Distribution policy is available on the website of the company at https://www.hazoormultiproiect.com/investors/policies.html

5. UNCLAIMED DIVIDEND

There is no balance lying in unpaid equity dividend account.

6. TRANSFER TO RESERVE

Company has not transferred any amount from profit to General Reserve.

7. SHARE CAPITAL

During the year, the company has Increased the Authorised Share capital from existing Rs. 70,00,00,000 (Rupees Seventy Crores only) divided into 1,70,00,000 (One Crore Seventy Lacs) Equity Shares of Rs. 10/- each and 30,00,000 (Thirty Lacs) Unclassified Shares of Rs 10/- each and Rs. 50,00,00,000 (Rupees Fifty crores) Preference Share Capital divided into 500 (Five Hundred) Preference Shares of Rs. 10,00,000 each to Rs. 80,50,00,000 (Rupees Eighty Crores Fifty lakhs), comprising:

(i) Rs. 30,50,00,000 (Rupees Thirty crores Fifty Lakhs) equity share capital divided into 3,05,00,000 (Three Crores Five Lacs) Equity Shares of Rs. 10/- each; and

(ii) Rs. 50,00,00,000 (Rupees Fifty crore) Preference Share Capital divided into 500 (Five Hundred) Preference Shares of Rs. 10,00,000 each;

As at March 31, 2023, the Company has issued 50, 75,000 partly paid up Equity Shares by way of Right Issue out of which Rs. 2.5/- per Equity shares has been paid-up. The Issued, Subscribed and paid up Capital are as under:

Issued Capital	15,22,50,000
Subscribed Capital	15,22,50,000
Paid Up Capital	11,41,87,500

* The company had made a call on the 50, 75,000 partly paid-up Equity shares and the call money period was open from 15 June, 2023 to 28 June, 2023. In the Right Issue Committee meeting held on 10 July, 2023, the company has converted 48, 11,089 Party Paid-Up Equity shares into Fully Paid-Up Equity Shares. 2, 63,911 Equity shares are still partly paid-up in the company.

8. CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year, there has been no change in the business of the company or in the nature of Business carried by the company during the financial year under review.

9. PUBLIC DEPOSITS

During the year, Company has not accepted any deposits from public within the meaning of the Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014.

10. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

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

11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There was no significant material order passed by the regulators or courts or tribunals impacting the going concern status and company''s operation in nature.

12. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Pawankumar Nathmal Mallawat (DIN: 01538111), Executive Director, retire by rotation and is being eligible has offered himself for re-appointment at the ensuing Annual General Meeting. Company''s policy on directors'' appointment and remuneration is available on the website of the company at https://www.hazoormultiproiect.com/investors.html

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

The following are the List of Directors and KMP of the Company:

Name of Directors	Category & Designation	Appointment	Change in	Resignation
		Date	Designation	Date
Mr. Dineshkumar Laxminarayan Agrawal	Director & CFO	09.02.2018	24.09.2018	-
Mr. Akshay Pawankumar Jain	Whole Time Director	30.07.2020	24.09.2020	-
Mr. Pawankumar Nathmal Mallawat	Executive Director	12.01.2022	10.02.2022	-
Mr. Raviprakash Narayan Vyas	Non-Executive Independent Director	12.11.2018	27.09.2019	25.08.2023
Mr. Harsh Harish Sharma	Non-Executive Independent Director	30.07.2020	24.09.2020	-
Mrs. Gazala Mohammed Irfan Kolsawala	Non-Executive Independent Director	30.07.2020	24.09.2020	19.07.2022
Ms. Madhuri Purshottam Bohra	Independent Director	19.07.2022	-	-
Ms. Pratima Prem Mohan Srivastava	Additional Independent Director	25.08.2023	-	-
Mr. Dineshkumar Laxminarayan Agrawal	CFO	11.02.2019	-	-
Mr. Bhavesh Ramesh Pandya	Company Secretary	19.08.2021	-	02.08.2023
Mr. Swaminath Chhotelal Jaiswar	Company Secretary	09.08.2023	-	-

13. ANNUAL RETURN

As per amended section 92(3) of Companies Act, 2013 attachment of extract of annual return to Directors Report is discontinued. The Annual Return for FY 2022-23 is available on Company''s website at

https://www.hazoormultiproiect.com/investors.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY PARTIES

With reference to Section 134(3) (h) of the Companies Act, 2013, all contracts and arrangements with related parties under section 188 of the Companies Act, 2013 entered by the Company during the financial year, were in ordinary course of business and at arm''s length basis. Details of the related party transactions made during the year are attached as Annexure-1 in form AOC-2 for your kind perusal and information.

15. POLICY ON RELATED PARTY TRANSACTIONS

The Board of the Company has adopted the Policy and procedure with regard to Related Party Transactions. The policy envisages the procedure governing the materiality of Related Party Transactions and dealing with Related Party transactions required to be followed by Company to ensure compliance with the Law and Regulation. The said Policy is available on the website of the Company.

The Policy on Related Party Transactions is uploaded on the website of the company. The web link is https://www.hazoormultiproiect.com/investors

16. CORPORATE GOVERNANCE

Your Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is filing Corporate Governance Report to stock exchange quarterly. However, as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 company is giving report on corporate governance report in annual report of the company. Corporate Governance Report is as per Annexure - 2.

17. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information relating to Conservation of Energy, Technology Absorption and Foreign Earning and Outgo as required under Section 134(3) (m) of the Companies Act, 2013, read together with Rule 8(3) of the Companies (Accounts) Rules, 2014 forms part of this Report as per Annexure -3.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Management Discussion and Analysis Report of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of director''s report is given in Annexure - 4.

19. AUDITORS STATUTORY AUDITORS:

M/s VMRS & Co., Chartered Accountant are Statutory Auditors of the Company, who were appointed in 27th Annual General Meeting on 27.09.2019 to hold the office until the conclusion of the 32nd Annual General Meeting.

INTERNAL AUDITOR:

Mr. Bhavesh Ramesh Pandya was appointed as Internal Auditor for the term of five years from 2021-22 to 2025-26. Internal Auditors are appointed by the Board of Directors of the Company, based on the recommendationof the Audit Committee. The scope of work and authority of the Internal Auditors is as per the terms of reference approved by Audit Committee. Mr. Bhavesh Ramesh Pandya has resigned from the post of Internal Auditor w.e.f. 30^th May, 2023.

The Board has appointed M/s. KPJ & Associates, Chartered Accountants, Mumbai as an Internal Auditor for 5 Years from financial year 2023-24 to 2027-28 in the Board meeting held on 09^th August, 2023 after obtaining his willingness and eligibility letter for appointment as Internal Auditor of the Company

SECRETERIAL AUDITOR:

Your board has appointed Mr. Ranjit Binod Kejriwal, Practicing Company Secretary, as secretarial Auditor of the company for the financial year 2022-23.The secretarial report for the financial year 2022-23 is attachedas Annexure-5.

Secretarial auditors'' observation(s) in secretarial audit report and directors'' explanation thereto -

1. The Company has filed the revised Investor Complaints for the quarter ended 31st December, 2022 within the time prescribed.

The Management has confirmed that it was a typographical error.

2. The Company has filed the revised XBRL of the Financial Results for the quarter ended 31st December, 2022 on 29.11.2022.

The Management confirmed that the technical issues arise at the time of filing, so wrong figure were seen on BSE.

3. During the year 2022-23, the Cost Audit was applicable on the Company pursuant to which the Company has not appointed the Cost Auditor within 180 Days.

The Management informed that the Company had comply with the same and has appointed Cost Auditor in the Board Meeting held on 30.05.2023 and the same is complied.

4. Following forms are filed after the due date:

Sr. No	Form No. / Return	SRN	Particulars	Date of Filing
1.	Form AOC-5	F45997335	Change in Books of accounts	21/11/2022

The Management informed that the form could not be filled within due date due to certain connectivity issues.

20. COMMENTS ON AUDITOR''S REPORT

The notes referred to in the Auditor Report are self-explanatory and they do not call for any further explanation as required under section 134 of the Companies Act, 2013.The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

21. NUMBER OF MEETING HELD DURING THE YEAR

The Details of all meeting of Board of Directors and Committee meeting had taken place during the year and their details along with their attendance, is given in Annexure-2 in the Corporate Governance Report.

22. COMPOSITION OF BOARD AND ITS COMMITTEE

The detail of the composition of the Board and its committees thereof and detail of the changes in their composition, if any, is given in Annexure 2 in the Corporate Governance Report. The composition of the Board and its committee is also available on the website of the company at www.hazoormultiproject.com

23. LOANS, GUARANTEES AND INVESTMENT

The company has not given any loans or guarantees or made investments under section 186 (4) of Companies Act, 2013.

24. DECLARATION BY INDEPENDENT DIRECTORS

Company has received declaration from all the independent directors duly signed by them stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

There has been no Change in the circumstances affecting their status as Independent Directors of the Company so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant regulations.

All the independent directors have cleared Online Self-Assessment Test with the Indian Institute of Corporate Affairs at Manesar.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the company have complied with the code of Independent Director. Independent Directors met separately on 17^th March, 2023 to inter alia review the performance of Non-Independent Directors (Including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of the information between the Management and the Board.

25. VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company at https://www.hazoormultiproiect.com/investors.

26. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your directors hereby confirm:

A. That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departments;

B. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs if the Company at the end of the financial year and of the profit of the Company for that period;

C. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregulations;

D. That the directors had prepared the annual accounts on a going concern basis; and

E. The directors had laid down internal financial controls to be followed by the company and that suchinternal financial controls are adequate and were operating effectively;

F. The directors had devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.

27. ANNUAL EVALUATION

During the year, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its committees and individual Directors, including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for Board, Committee and individual Directors.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. The performance evaluation of the Non-Independent Directors, performance of Board as a whole including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors on 17th March, 2023.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

28. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has a well-placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

29. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The companies act, 2013 re-emphasizes the need for an effective internal financial control system in the company. 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'' report. The detailed report forms part of Independent Auditors Report.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company during the year 2022-23.

The applicability of CSR committee arises for the financial year 2023-24, so the company has constituted a CSR committee and policy for proper compliance of the Corporate Social Responsibility.

31. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosures pertaining to remuneration as required under section197(12) of the companies act 2013 read with rules 5 of the companies (appointment and remunerationof managerial personnel) Rules, 2014 are annexed in Annexure - 6 to this report and form part of this Report.

32. STATEMENT ON RISK MANAGEMENT

During the financial year under review a statement on risk management including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company as per the provisions of Section 134(3) (n) of Companies Act, 2013; has been annexed in Annexure-7.

33. CEO/ CFO CERTIFICATION

In terms of Regulation 17(8) of the Listing Regulations, the CFO has certified to the Board of Directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 2022-23. The certificate received from CFO is attached herewith as per Annexure -8.

34. LISTING AT STOCK EXCHANGE

The Annual Listing Fee for the current year has been paid to the BSE Limited.

35. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of your Company have occurred between the end Of the financial year of the Company to which financial statements relates and the date of this report.

36. CODE OF CONDUCT

Being a listed Company provided to the Company from formulating of Code of Conduct for Board of Directors and Senior Management Personnel. However, Board of Directors has formulated and adopted Code of Conduct for Board of Directors and Senior Management Personnel. During the year, Board of Directors and Senior Management Personnel has complied with general duties, rules, acts and regulations. In this regard certificate from Managing Director as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached herewith as per Annexure -9.

Code of Conduct form Board of Directors and Senior Management Personnel is available on below link: https://www.hazoormultiproiect.com/investors.html.

37. CORPORATE GOVERNANCE

Corporate Governance is a set of process, practice and system which ensure that the Company is managed in a best interest of stakeholders. The key fundamental principles of corporate governance are transparency and accountability. At Hazoor, Company''s core business objective is to achieve growth with transparency, accountability and with independency. Company has adopted various corporate governance standard and doing business in ethical way by which Company has enhance stakeholders trust, shareholders wealth creation by improving shares valuation, market capitalization, etc.

A certificate received from M/s VMRS & Co., Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance, as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith as per Annexure - 10.

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

Our company goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences, and other factors, and contribute to the best of their abilities.

Internal Complaints Committee (ICC): The Company has instituted an Internal Complaints Committee (ICC) for redressal and timely management of sexual harassment complaints. The Committee is chaired by Company Secretary of the Company. The Committee also has an external senior representative member who is a subject matter expert. The Board is periodically updated on matters arising out of the policy/ framework, as well as on certain incidents, if any.

The Company has zero tolerance towards sexual harassment and is committed to provide a safe environment for all. The Company''s policy is inclusive irrespective of gender or sexual orientation of an individual. It also includes situations around work from home scenarios. To create awareness on this sensitive and important topic, training/awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.

The Company did not receive any complaints on sexual harassment during the year 2022-23 and hence no complaints remain pending as of 31st March, 2023.

39. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

40. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive information with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

The Company has a Prohibition of Insider Trading Policy and the same has been posted on the website of the Company at https://www.hazoormultiproiect.com/investors.html

41. RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in andencourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

42. FRAUD REPORTING

During the year under review, no fraud has been reported by Auditors under Section 143(12) of the Companies Act, 2013.

43. MAINTENANCE OF COST RECORDS

The Company has maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act. M/s. N. Ritesh N. & Associates, Cost Accountants, Mumbai (Firm Registration No. 100675) have carried out the cost audit for the cost records maintained for the FY 2022-23.

The Board, on the recommendation of the Audit Committee, has appointed M/s. N. Ritesh N. & Associates, as Cost Auditors of the Company for conducting the audit of cost records maintained for the FY 2023-24 under Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

The remuneration proposed to be paid to the Cost Auditor is subject to ratification by the Members of the Company at the Ensuring 31st Annual General Meeting.

44. OPINION OF BOARD

During the year No Independent Director was appointed in the company. The Board of directors consists of independent Director having integrity, relevant expertise and experience.

45. STATUTORY INFORMATION

The Company is basically engaged in the business of infrastructure and is a Real estate Company. Apart from this business, the company is not engaged in any other business/activities.

46. APPRECIATION

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to all stakeholders of the company viz. Shareholders, banks and other business partners for their valuable support and look forward to their continued co-operation in the years to come. The Directors place on record their sincere appreciation to all employees of the company for their support and contribution to the company.

47. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, 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, resulting in successful performance of the Company during the year.

Place: Mumbai For the Board of Director For the Board of Director

Date: 25.08.2023 Hazoor Multi Projects Limited Hazoor Multi Projects Limited

Sd/- Sd/-

Pawankumar Nathmal Mallawat Akshay Pawan Kumar Jain

Chairperson & Executive Director Whole Time Director

DIN:01538111 DIN: 08595089

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Mar 31, 2015

Dear members,

The Directors have pleasure in presenting the 23rd Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2015.

THE STATE OF THE COMPANY'S AFFAIRS ARE AS UNDER:

I. FINANCIAL RESULTS:

The Highlights of the Standalone and Consolidated Financial Results of the Company are summarized as under:

(Rs in Lacs)

STANDALONE 2014-15 2013-14

Gross Revenue 18.93 29.49

Earnings Before Interest, Depreciation 4.80 19.26

&Amortisation & Taxes

Less: Interest and Finance Charges 0.15 0.45

Less: Depreciation 3.80 17.39

Profit before tax 0.84 1.42

Less: Tax Expenses / Differed Taxes (10.48) (4.37)

Profit after tax 11.32 5.79

Profit for the year 11.32 5.79

Paid Up Equity Share Capital 1,015 1,015

II. FINANCIAL PERFORMANCE:

During the year under review your company at Standalone level, reported Gross Revenue from operations which is stood at Rs.18.93 lakhs compared with Rs.29.49 lakhs in the Previous Year. The Operating Profit before tax stood at Rs.4.80 lakhs as against Rs.19.26 lakhs in the Previous Year. The Net Profit for the year stood at Rs.11.32 lakhs against Rs.5.79 lakhs reported in the Previous Year.

The Consolidated Gross Revenue from operations for FY 2015 was placed at Rs. 19.44 Lakhs (Previous Year: Rs. 29.49 Lakhs), registering a decline of 52 %. The Consolidated Operating Profit stood at Rs. 5.11 Lakhs Previous Year Rs. 19.26 Lakhs). The Consolidated Profit after tax stood at Rs. 11.54 lakhs (Previous Rs 5.79 lakhs).

III. TRANSFER TO RESERVES:

During the year under review, the Company do not proposes to transfer NIL amount to reserves.

DIVIDEND:

In order to conserve the resources of the company, the Directors do not recommend any dividend for the Financial Year 2014-15.

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

Since your Company and their subsidiary does not own any manufacturing facility, the requirement pertaining to disclosure of particulars relating to conservation of energy, research and development and technology absorption, as prescribed under the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are not applicable. The Foreign exchange earnings and expenditure of the Company during the year under review were Rs. NIL.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors confirm that -

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year end of the profit of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis.

e) the directors, had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CHANGE IN REGISTERED OFFICE:

During the year under review, the company's registered office was shifted From BlockNo.19, Yashwantrao Chauvhan Sankul, Near Nagarpalika Hospital, Lonavala, Dist.Pune- 410401 To 403, Kane Plaza, Mind Space, Off Link Road, Malad (West), Mumbai-400064 w.e.f. 10th May, 2015 for better administrative and economic control which will reduce overheads and enable the company to rationalize and streamline its operational efficiency.

EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is attached as ANNEXURE-I to this Report.

NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors has met seven times during the financial year 2014-15. Detailed information is given in the Corporate Governance Report.

A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Independent directors have submitted the Declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6).

NOMINATION AND REMUNERATION COMMITTEE:

The Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees has been attached as ANNEXURE-II to this report.

SECRETARIAL AUDIT REPORT:

The Board has appointed Ms. Monika Thanvi, Practising Company Secretary, to conduct Secretarial Audit for the financial year ended 31st March, 2015. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith marked as ANNEXURE-III to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

AUDITORS

M/s. G.R. Modi & Co., Chartered Accountants, Statutory Auditors of the Company having registration number FRN No.112617W hold the office from the conclusion of 22nd Annual General Meeting until the conclusion of the 25th Annual General Meeting and pursuant to Section 139 of the Companies Act, 2013; the Company hereby places the matter relating to such appointment for ratification by members at this annual general meeting. The Company has received a certificate from the statutory auditors to the effect that their re-appointment, if made, would be within the limits prescribed. The statutory auditors have also confirmed that they hold a valid certificate issued by the "Peer Review Board" of The Institute of Chartered Accountants of India.

There are no qualifications, reservations or adverse remarks or disclaimers made M/s. G.R. Modi & Co., Statutory Auditors, in their report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 (1) OF COMPANIES ACT, 2013:

There were no related party transactions (RPTs) entered into by the Company during the financial year, which attracted the provisions of section 188 of Companies Act, 2013. There being no 'material' related party transactions as defined under clause 49 of the Listing Agreement, there are no details to be disclosed in Form AOC-2 in that regard.

During the year 2014-15, pursuant to section 177 if the Companies Act, 2013 and clause 49 of the Listing Agreement, all RPTs were placed before Audit Committee for its prior/omnibus approval.

The policy on RPTs as approved by Board is uploaded on the Company's website www.hazoormultiproiect.com

RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

ANNUAL EVALUATION OF PERFORMANCE OF BOARD:

The Chairman of the Board had one-on-one meetings with the Independent Directors and the Chairman of the Nomination and Remuneration Committee had one-on-one meetings with the Executive and Non-Executive Directors. These meetings were intended to obtain Directors' inputs on effectiveness of Board/Committee processes. The Board considered and discussed the inputs received from the Directors. Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non- Executive Directors.

DIRECTORS:

During the year under review, following changes took place in the composition of the Board of Directors of the Company:

Appointment/ Re-appointment/ Change in Designation of Director Appointment

During the year under review, the Board appointed Mr. Ashish Kankani as Additional Director with effect from 9th August, 2015. Further Board after approval of Shareholder in Annual General Meeting confirmed Mr. Ashish Kankani as Independent director to the Board.

Re-appointment

Mr. Vineet Garg, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his reappointment.

Change in Designation of Director

Mrs. Chanda V. Garg was co-opted as Additional Director on Board w.e.f. 31st March, 2015 and her term expires at the ensuing Annual General Meeting and being eligible, offers herself for reappointment. The Board recommends her appointment as a Director of the Company liable to retire by rotation.

KEY MANAGERIAL PERSONNEL:

Appointment/Resignation

During the year under review, Mr. Vineet Garg was appointed as a Chief Financial Officer(CFO) of the Company with effect from 31st March, 2015.

During the year under review, Mr. V.I. Garg was appointed as Managing Director with effect from 31st March, 2015 for a period of 5 years w.e.f 1st April, 2015 subject to approval of shareholder in the forthcoming AGM.

During the year under review Ms. Raina Shah has resigned from the post of Company Secretary & Compliance Officer w.e.f. 30th September, 2014.Her contribution to the organization and its success will always be appreciated.

Consequent to resignation of Ms. Raina Shah as Compliance Officer, Mr. Shrikant Bahera has been appointed as Compliance Officer of the Company with immediate effect from 30th September, 2014.Furhter Mr. Shrikant Bahera tendered his Resignation on 31st March, 2015 and his place Mr. Pradeep Vyas has been appointed as Company Secretary cum Compliance Officer.

Note: - 1. Mr. Pradeep Vyas was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 1st April, 2015 and resigned w.e.f. 27thMay, 2015.

2. Mr. Ravi Shelke was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 1st June, 2015.

SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company has only one subsidiary Aambey Valley Mountains Private Limited (Formerly Known as Hazoor Aambey Valley Developers Pvt. Ltd.) was mainly engaged in the business of Real Estate. During the year under review, there are no companies which has become/ ceased to become a Subsidiary/ Joint Ventures/ Associate Companies.

The Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies in Form AOC-1 pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and Rule 5 of Companies (Accounts) Rules, 2014 is attached as ANNEXURE-V to this Report.

* Aambey Valley Mountains Private Limited ceased to be Subsidiary of the Company w.e.f 30th June, 2015.

DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

ORDER PASSED BY REGULATOR OR COURTS OR TRIBUNALS:

There are no orders passed by the regulator or courts or tribunals against the Company impacting status as going concern on its operations.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The details pertaining to adequacy of internal financial controls with reference to the Financial Statements pursuant to Rule 8 (5) (viii) of the Companies (Accounts) Rules, 2014 are included in Management Discussion & Analysis, which forms part of this report.

AUDIT COMMITTEE:

The Audit Committee of the Board pursuant to Section 177(2) of the Companies Act, 2013and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 consist of Three Directors. Out of which two directors are Independent Directors and constitutes majority.

POLICIES OF THE COMPANY:

Your Company has posted the following documents on its website www.hazoormultiproject.com:

1. Code of Conduct and Ethics

2. Whistle Blower Policy (Vigil Mechanism)

3. Related Party Transaction Policy

4. Familiarisation Programme for the benefit of the Independent Directors

5. Nomination and Remuneration Policy

Remuneration Name of of Director % increase in Director / /KMP for remuneration in KMP and Financial the Financial Sr.No. Designation Year 2014-15 Year 2014-15

V. I. Garg 1 (Managing Director) Nil Nil

Vineet Garg (Chief 2 Financial Officer & Nil Nil Executive Director)

Ashish Kankani 3 (Non-Executive, Independent Director) Nil Nil

Paresh Sampat 4 (Non-Executive Independent Director) Nil Nil

Deenbandhu Upasani (Non- 5 Executive Independent Director) Nil Nil

Mrs. Chanda Garg 6 (Non-Executive Director) Nil Nil

Ms. Raina Shah* (Company 7 Secretary & Compliance 18000 p.m Nil Officer)

Mr. Pradeep Vyas ** 8 (Company Secretary & 25000 p.m Nil Compliance Officer)

Mr. Ravi Shelke# (Company 9 Secretary & Compliance Officer) 30000 p.m Nil



Sr.No. Name of Director/ Ratio of KMP and Designation Remuneration to Comparison of the each Director/ to Remuneration of median the KMP against remuneration of the performance of employees the Company

1 V.I Garg (Managing Nil Director)

2 Vineet Garg (Chief Nil Financial Officer & Executive Director

3 Ashish Kankani (Non- Nil Executive Independent Director)

4 Paresh Sampat (Non- Nil Executive, Independent Director

5 Deenbandhu Upasani Nil (Non- Executive Independent Director)

6 Mrs. Chanda Garg (Non- Nil Executive Director)

7 Ms. Raina Shah* Nil Profit Before Tax (Company Secretary & decreased by 41 % Compliance Officer) and Profit After Tax increased by 96 % in Standalone Financial Year 2014-15 &

8 Mr. Pradeep Vyas** Nil Profit Before Tax (Company Secretary & decreased by 19 % Compliance Officer) and Profit After Tax increased by 99 % in 9. Mr. Ravi Shelke# Nil Consolidated Financial (Company Secretary & Year 2014-15 Compliance Officer)

*: Raina Shah, Company Secretary of the Company has been resigned w.e.f. 30.09.2014.

**: Mr. Pradeep Vyas was appointed as Company Secretary from 1.04.2015 and resigned on 27.05.2015.

#: Ravi Shelke, Company Secretary of the Company has been appointed w.e.f. 01.06.2015.

ii) The median remuneration of employees of the Company during the financial year was Rs. 0.87 lakh.

iii) In the financial year, there was an decrease of 34% in the median remuneration of employees;

iv) There were 5 permanent employees on the rolls of Company as on March 31, 2015;

v) Relationship between average decrease in remuneration and company performance:- The Profit before Tax for the financial year ended March 31, 2015 decreased by 41% whereas the decrease in median remuneration was 34%. The average decrease in median remuneration was in line with the performance of the Company.

vi) Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company:

The total remuneration of Key Managerial Personnel increased by 84% from Rs. 0.29 Lakhs in 2013-14 to Rs. 1.84 Lakhs in 2014-15 whereas the Profit before Tax decreased by 41% to 0.84 Lakhs in 2014-15 (Rs. 1.42 Lakhs in 2013-14).

vii) a) Variations in the market capitalisation of the Company : The market capitalisation as on March 31, 2015 was Rs. 3.45 Crore (Rs. 1.12 Crore as on March 31, 2014)

b) Price Earnings ratio of the Company was 34 as at March 31, 2015 and was 44 as at March 31, 2014

c) Percent increase over/ decrease in the market quotations of the shares of the company as compared to the rate at which the company came out with the last public offer in the year-

The Company has not come out with an IPO, it was listed pursuant to the Scheme of Arrangement through the Hon'ble High Court for the State of Maharashtra Judicature at Bombay, its order dated 28/03/2002 under section 391 and 394of Companies Act, 1956.

viii) Average percentage decrease made in the salaries of employees other than the managerial personnel in the last 3 Financial year i.e. 2014-15 was 39.83 % whereas No increase or decrease in the managerial remuneration for the same 3 financial year.

ix) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Human Resources, Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

x) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not Applicable; and

xi) It is hereby confirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Internal financial controls with reference to the financial statements were adequate and operating effectively

PRESENTATION OF FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March, 2015 have been disclosed as per Schedule III to the Companies Act, 2013.

CONSOLIDATED FINANCIAL STATEMENT

The directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries and joint venture and as prepared in compliance with the Companies Act, 2013, Accounting Standards and the Listing Agreement as prescribed by SEBI.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with stock exchanges, a separate section titled 'Corporate Governance' has been included in this Annual Report, alongwith Statutory Auditor's certificate on its compliance.

ACKNOWLEDGEMENT:

The Board place on record their appreciations of the whole hearted and sincere co-operation received by the Company during the year from the employees, customers/ clients, bankers and various Government authorities at all levels.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

MR. V. I. GARG MR.PARESH SAMPAT MANAGING DIRECTOR NON EXECUTIVE CHAIRMAN (DIN NO. 00409946) (DIN NO. 00410185) DATE: 03rd August, 2015 PLACE: Mumbai

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Twenty Second Annual Report of the Company together with the Audited statement of Accounts for the year ended March 31, 2014.

Financial Highlights:

The Company''s financial performance, for the year ended March 31, 2014 is summarized below: (Rs in Lacs) STANDALONE CONSOLIDATED 2013-14 2012-13 2013-14 2012-13

Gross Revenue 29.49 25.01 29.49 26.32

Earning Before Interest, Taxes & 19.26 14.14 19.26 14.66 Depreciation

Less: Interest and Finance Charges 0.45 0.62 0.45 0.62

Less: Depreciation 17.39 17.39 17.39 17.39

Profit/(Loss) before tax 1.42 (3.87) 1.42 (3.35)

Less: Tax Expenses (4.37) (4.96) (4.37) (4.96)

Profit after tax 5.79 1.09 5.79 1.61

Share of Profit from Associates NIL NIL

Profit for the year 5.79 1.09 5.79 1.61

Paid Up Equity Share Capital 1,015.00 1,015.00 1,015.00 1,015.00

Operation

The Gross revenue of the Company for the financial year under review was Rs.29.49 Lacs against Rs. 25.01 Lacs for the previous financial year. The Earnings before Interest, Taxes and Depreciation (EBIDTA) was Rs.19.26 Lacs against Rs. 14.14 Lacs for the previous year. The profit before tax (after interest and depreciation) was Rs. 1.42 Lacs and profit after tax was Rs. 5.79 Lacs for the financial year as against loss of Rs. 3.87 Lacs and profit of Rs. 1.09 Lacs respectively for the previous year.

Dividend

In order to conserve resources for the future growth, your Directors have not recommended any dividend for the financial year ended March 31, 2014.

Changes In Share Capital

During the year, Company has not made any allotment of Equity or preference Shares. Change in Registered Office

During the year under review, the company''s registered office was shifted From Row House No.12, Sector No.5, Kumar City, Kalyani Nagar, Vadgaon, Sheri, Pune-411014 To BlockNo.19, Yashwantrao Chauvhan Sankul, Near Nagarpalika Hospital, Lonavala, Dist.Pune- 410401 w.e.f. 21st June, 2014.

The Company is engaged in business of Real Estate & Infrastructure Developments with corporate office located in city of Mumbai. All directors and senior Management team of the group is located in Mumbai. All the major operational activities related future Real Estate projects are proposed to be carried in the Mumbai city. Therefore, with a view to exercise better administrative and economic control which will reduce overheads and enable the company to rationalize and streamline its operational efficiency, the Board of Director considers it fit to shift the registered office of the Company from Lonavala in Pune District to the city of Mumbai State of Maharashtra, subject to shareholders approval in the forthcoming AGM.

Fixed Deposits

Your company has not invited or renewed deposits from the public/shareholders in accordance with Section 73 of the New Companies Act, 2013.

Company Secretary and Compliance Officer

During the year under review, pursuant to the provisions of Clause 30(b) of the listing agreement, Company have appointed Ms. Raina Shah as Company Secretary and Compliance Officer w.e.f. 28th February, 2014.

Employees

Since the Real Estate and infrastructure development activities was carried out by the subsidiary of the company, the staff strength of the Company comprises of few selected highly qualified and experienced professionals who are in charge of the administration and financial management of the company. Employee relations continue to be cordial.

During the year under review, there was no employee employed throughout the financial year who was in receipt of remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with companies (Particulars of Employee) Rules, 1975.

Consolidated Financial Statement

Your Company has prepared Consolidated Financial Statements in accordance with the applicable Accounting Standards. The Consolidated Financial Statements reflect the results of the Company and that of its subsidiary. As required by Clause 32 of the Listing Agreement with Stock Exchanges, the Audited Consolidated Financial Statements together with the Independent Auditors'' Report thereon are annexed and form part of this Annual Report.

The Gross revenue of the Company for the financial year under review was Rs.29.49 Lacs against Rs. 26.32 Lacs for the previous financial year. The Earnings before Interest, Taxes and Depreciation (EBIDTA) was Rs.19.26 Lacs against Rs. 14.66 Lacs for the previous year. The profit before tax (after interest and depreciation) was Rs. 1.42 Lacs and profit after tax was Rs. 5.79 Lacs for the financial year as against loss of Rs. 3.35 Lacs and profit of Rs. 1.61 Lacs respectively for the previous year.

Subsidiaries

During the year under review, Aambey Valley Mountains Private Limited (Formerly Known as Hazoor Aambey Valley Developers Private Limited) (100%) subsidiary Company is non- material, non-listed subsidiary company as defined under Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

During the year under review, Company has made divestment of holding in the subsidiary company (55%) Hazoor Township Developers Private Limited and it ceased to be the subsidiary of the Company w.e.f. 22nd March, 2014.

In terms of the provisions of Section 212 of the Companies Act, 1956, the Company was required to attach the Annual Reports of the Subsidiary Company and the related detailed information to the Balance Sheet of the Holding Company. However, the Ministry of Corporate Affairs vide their General Circular No. 2/2011 dated 8th February, 2011 read together with General Circular No. 3/2011 dated 21st February, 2011, granted general exemption to the companies under section 212(8) of the Companies Act, 1956 from the requirement to attach detailed financial statements of each subsidiary Company. Accordingly, the Annual Report does not contain the financial statements of the subsidiaries. The detailed financial statements and audit reports of the Subsidiary Company is available for inspection at the Registered Office of the Company and of the concerned subsidiary company. Upon written request from a Shareholder, your Company will arrange to send the financial statements of Subsidiary Companies to such Shareholder.

A statement pursuant to Section 212(1)(e) and 212(8) of the Companies Act, 1956, is annexed herewith.

Corporate Governance

Your Company is committed to high standards of the corporate ethics, professionalism and transparency. More than half of the Board is composed of independent directors and less than one-third of the directors are executive / wholetime. A separate section titled "Report on Corporate Governance" along with the Auditors'' Certificate on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is annexed hereto and forms a part of this report. A Certificate of the CEO of the Company in terms of sub-clause(v) of Clause 49 of Listing Agreement, inter alia, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

A certificate from the practicing Company Secretary confirming compliance with the conditions of the Clause 49 of the Listing Agreement(s) is also attached. The Company is in compliance with the requirements and disclosures that have to be made in this regard.

Management''s Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report.

General Shareholder''s Information

Detailed information in this regard is provided in this section ''General Shareholder Information'' forming part of this Annual Report.

Directors

Mr. Ashish Garg, Managing Director resigned w.e.f. 31.12.2013. The Board places on record its appreciation for his services accorded to your company.

During the year under review, Mr. Ashish Kankani was appointed as an Additional Director in the category of non-executive, independent director of the Company, in the meeting of the Board held on 09 August, 2014, to hold office upto the date of the ensuing Annual General Meeting (AGM) of the Company. Resolution for appointment of Mr. Ashish Kankani is put up for the approval of shareholders in the Notice of AGM.

Pursuant to the provisions of the Companies Act, 2013 which have been enacted with effect from 1 April 2014, Mr. Ashish Kankani if appointed at the forthcoming AGM shall be an ''independent director'' under the said Act for a period of 5 years with effect from the date of the AGM.

Details regarding Directors proposed to be appointed at the Annual General Meeting to be held on September 25, 2014, due to changes arising from the implementation of the Companies Act, 2013 are provided in the Explanatory statement of the Notice convening the Annual General Meeting.

In light of the provisions of the Companies Act, 2013, the information as required to be disclosed under clause 49 of the listing agreement in case of re-appointment of independent director is provided in the Notice of the forthcoming annual general meeting.

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of Independent Directors form part of the Notice of the Annual General Meeting. All independent directors will retire at the ensuing Annual General Meeting and being eligible offer themselves for re-election.

Pursuant to section 149(4) of the Companies Act, 2013, every listed company is required to appoint at least one third of its directors as independent directors. The Board already has half of its directors in the category of independent directors in terms of the provisions of clause 49 of the listing agreement. The independent directors Mr. Paresh Sampat & Mr. Deenbandhu Upasani are retiring from directorship by rotation at the ensuing Annual General Meeting in terms of the provision of erstwhile Companies Act of 1956, and will be appointed / re-appointed for a term of 5 years and they are not liable to retire by rotation. The Board therefore, appointed the existing independent directors under clause 49 as ''independent directors'' pursuant to Companies Act, 2013, subject to approval of shareholders.

As required under the said Act and the Rules made thereunder, the same is now put up for approval of members at the ensuing annual general meeting. Necessary details have been annexed to the Notice of the meeting in terms of section 102(1) of the Companies Act, 2013.

The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6).

With the appointment of independent directors, the conditions specified in the Act and the Rules made thereunder as also under new clause 49 of the listing agreement stand complied.

Directors'' Responsibility Statement

The Directors confirm that:

1. in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period.

3. they have taken proper and sufficient care for 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: and

4. they have prepared the annual accounts on a going concern basis.

5. Proper systems are in place to ensure compliance of all laws applicable to the Company. Auditors and Auditors'' Report

The terms of office of M/s. G. R. Modi & Co, Chartered Accountants, (Firm No. 112617W) Statutory Auditor of the Company will expire with the conclusion of forthcoming Annual General Meeting of the Company.

The Company has received necessary consent letter and the certificates from the Auditor regarding their eligibility under section 139 and section 141 of the Companies Act, 2013 for their appointment. Accordingly, the approval of the Shareholders for the appointment of M/s. G. R. Modi & Co, Chartered Accountants as Statutory Auditors of the Company to hold office from the conclusion of this AGM until the 25th AGM, subject to ratification by shareholders at each AGM to be held hereafter and to fix their remuneration for the year 2014-15. A resolution proposing appointment of M/s. G. R. Modi & Co as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 forms part of the Notice. The Auditors'' Report to the members on the Accounts of the Company for the financial year ended March 31, 2014 does not contain any qualification.

Disclosure of Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Since your Company and their associate does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research and development and technology absorption, as prescribed under the companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are not applicable.

The foreign exchange earnings and expenditure of the Company during the year under review were Rs. NIL.

Green Initiatives

Electronic copies of the Annual Report 2014 and notice of the 22nd AGM are sent to all the members whose email address are registered with the Company /Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2014 and the notice of 22nd AGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in Notice. The instructions for e-voting are provided in the Notice.

Acknowledgements:

The Board of directors places on record its sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution at all levels, in most difficult and challenging environment during the year. Your Directors would like to record their sincere appreciation for the support and co-operation that your Company received from business associate and other strategic partners of the company.

Your Directors wish to place on record their sincere appreciation and thanks for the valuable co- operation and support received from the Registrar of Companies, Maharashtra, Regional Director, Western Region, Ministry of Company Affairs, Company''s bankers, financial institutions, Regulatory Authorities, Stock Exchanges and shareholders at large and look forward to the same in greater measure in the coming years.

By Order of the Board

Paresh Sampat Non Executive Chairman Place: Pune (DIN- 00410185) Dated: 09th August, 2014

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Mar 31, 2013

The Members of Hazoor Multi Projects Limited

The Directors have pleasure in presenting their Twenty First Annual Report of the :company together with the Audited statement of Accounts for the year ended March 31, 2013,

FINANCIAL RESULTS:

The salient features of the Company''s standalone and consolidated financial results for the year under review are as follows:

(Rs. In Lacs)

STANDALONE CONSOLIDATED

31.03.2013 31.63.2012 31.03.2013 31.03.2012

Income from Operations NIL NIL NIL 174.52

Other Income 25.01 0.45 26.32 3.53

Total Income 25.01 0.45 26.32 178.05

Profit/(Loss) (before Interest, 14.14 (20.14) 14.66 (0.65) depreciation and tax

Less: Interest and Finance 0.62 0.96 0.62 0.98 Charges

Less: Depreciation 17.39 17.39 17.39 17.39

Profit/(Loss) before tax (3.87} (38,50) (3,35) (19.02)

Less: Tax Expenses (4.96) 36.55 (4.96) 36.55

Profit /(Loss) after tax 1.09 (75.05) 1.61 (55.57)

Share of Profit from NIL NIL

Associates

Profit / (Loss) for the year 1.09 (75.05) 1.61 (55.57)

Paid Up Equity Share 1015.00 1015.00 1015.00 1015.00 Capital

APPROPRIATION:

In order to conserve resources for future growth, your Directors do not recommend any dividend for the year under review.

PERFORMANCE REVIEW:

During the year under renew, the total income of your company was higher at Rs.25.01 Lacs as against Rs.0.45 Lacs in the previous year. The company has made Standalone operating profit before interest, depreciation and tax of Rs. 14.14 lacs against operating loss of Rs.20.14 lacs in the previous year.

The consolidated revenue of the company was Rs.26.32 lacs as against Rs. 178.05 lacs in the previous year. The Consolidated Operating profit before interest, depreciation and tax is Rs. 14.66 lacs in the current year as against the operating loss of Rs.0.65 lacs in the previous year. The Consolidated Net profit was Rs.1.61 lacs as against loss of Rs. 55.57 lacs in the previous year.

CHANGES IN REGISTERED OFFICE:

The company''s registered office is shifted from Anandi, 68, TMV Colony Mukund Nagar, Off Pune-Satara Road,Pune-411037 to Row House No. 12, Sector No.5, Kumar City, Kalyani Nagar, Vadgaon Sheri, Pune- 411014 w.e.f. 14th June, 2013.

CHANGES IN SHARE CAPITAL:

During the year, Company has not made any allotment of Equity or preference Shares.

AUDITORS REPORT:

The observations made by the Auditors in their Report are Self Explanatory and need no further elaboration u/s 217(3) of the Companies Act, 1956.

CONSOLIDATED ACCOUNTS:

In accordance with Accounting Standard AS-21 & AS-27 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its Subsidiaries and Joint Ventures along with Auditors Report thereon is annexed to this report.

FIXED DEPOSITS:

Your company has not invited or renewed deposits from the public/shareholders in accordance invite Section 58 A of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

The details of the operations and future outlook of the Company are given in the MD& A as per Annexure I

CORPORATE GOVERNANCE:

Your Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence, improve investors'' protection and maximize long term shareholder value. Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a compliance report on Corporate Governance has been annexed hereto as Annexure II. A certificate from the practicing Company Secretary confirming compliance with the conditions of the Clause 49 of the Listing Agreement(s) is also attached.

The Company is in compliance with the requirements and disclosures that have to be made in this regard. The Auditors'' Certificate on compliance with Corporate Governance requirements by the Company forms part of the said report. In terms of sub-clause (v) of Clause 49 of the Listing Agreement, a certificate from CEO/CFO, inter alia, confirming the correctness of the financial statements, adequacy of internal control measures and reporting of matters to the Audit and Compliance Committee in terms of the said Clause, is also enclosed as a part of the said Report.

SUBSIDIARIES:

During the year under review, Hazoor Aambey Valley Developers Private Limited (100%) and Hazoor Township Developers Private Limited Subsidiary Companies are non- material, non-listed subsidiary companies as defined under Clause 49 of the Listing Agreement entered into with the Stock Exchanges. A statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Companies is attached to the accounts.

Pursuant to the provision of Section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its General Circular No: 2/2011 dated 8th February, 2011 has granted general exemption from attaching the Balance Sheet, Profit & Loss Account, Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies with the Balance Sheet of the Company. A statement containing brief financial details of the company''s subsidiaries for the financial year ended March 31, 2013 is included in the Annual Report. Annual Accounts of the subsidiary companies and the related detailed information will be made available to the members for inspection at its registered office. The company shall furnish a copy of details of annual accounts of subsidiaries to any member on demand.

iv) that the Annual accounts have been prepared on a going concern basis.

AUDITORS:

M/s G. R. Modi & Co., the auditor of the company retires as statutory auditors at the conclusion of this Annual General Meeting and offers themselves for re-appointment. A certificate from them has been received to the effect that their re-appointment as statutory auditors, if made, would be within the limits prescribed u/s 224(1 B) of the Companies Act, 1956.

GENERAL SHAREHOLDER''S INFORMATION:

Detailed information in this regard is provided in this section *General Shareholder''

Information as Annexure III.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE I

EARNINGS & OUTGO:

Additional information required under provision of the Section 217 (1) (e) of the Companies Act, 1956, with the companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, regarding a). Conservation of Energy b). Technology Absorption is not applicable as the Company is not carrying out any manufacturing operations. There were no Foreign Exchange Earnings and outgo during the year. i

EMPLOYEES: ''

The professional pool of directors continue to be the biggest asset of the Company. Your Company aims at creating a corporate culture that respects people, develops and trains them to deliver high quality performance with growth opportunities. The Board of the Company comprises of highly qualified and experienced professionals from various faculties like Architecture, finance, legal, and management. Employee relations continue to be cordial During the year under review, there was no employee employed throughout the financial year who was in receipt of remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with companies (Particulars of Employee) Rules, 1975.

GROUP:

Pursuant to an intimation from the promoters, the names of the promoters and entities comprising ''Group" as defined under the erstwhile Monopolies and restrictive Trade Practices (MRTP) Act, 1969 are disclosed in the Annual Report for the purpose of the erstwhile SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES (CSR):

As a socially responsible organization, Hazoor Group has contributed not only to the economic well being of the communities it interacts ivith but has also enhanced their social well being. The Company has been sponsoring time and again, the spiritual discourses and meditation camps conducted by "Gurujee Rajendraji* an internationally acclaimed spiritual guru for the benefit of the community at large. The company also organizes poor feeding camps from time to time.

APPRECIATION:

Your Directors wish to place on record their sincere appreciation and thanks for the valuable co-operation and support received from the Registrar of Companies, Maharashtra, Regional Director, Western Region, Ministry of Company Affairs, Company''s Bankers, financial institutions, business associates, suppliers, consultants, customers, contractors and shareholders at large and look forward to the same in greater measure in the coming years. The Directors also leash to place on record their appreciation of the unstained efforts and contributions made by the Management Team and the employees of the Company at all levels.

For and on behalf of the Board

Place: Mumbai Paresh Sampat

Date: August 02, 2013 Non-Executive Chairman

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Aug 31, 2010

The Directors have pleasure in presenting their Eighteenth Annual Report of the company together with the Audited Accounts for the year ended August 31st, 2010.

FINANCIAL RESULTS:

The salient features of the Companys standalone and consolidated financial results for the year under review are as follows:

(Rs. in Lacs)

STANDALONE CONSOLIDATED

31.08.2010 31.08.2009 31.08.2010 31.08.2009

Income from Operations NIL NIL 1490.75 NIL

Other Income 28.61 136.15 28.61 57.34

Total Income 28.61 136.15 1519.36 57.34

Profit / (Loss) before Interest, (17.69) (169.42) 171.92 (248.22) depreciation & impairment and tax

Less: Interest and Finance Charges 1.12 0.16 1.12 0.16

Less: Depreciation and Impairment 13.44 1082.43 13.95 1082.43

Profit/(Loss) before tax (32.25) (1252.01) 156.85 (1330.81)

Less: Provision for tax 8.29 NIL 8.29 NIL

Profit / (Loss) after tax (40.54) (1252.01) 148.56 (1330.81)

Share of Profit from Associates NIL NIL NIL 10.29

Profit / (Loss) for the year (40.54) (1,252.01) 148.56 (1,320.52)

Paid Up Equity Share Capital 1,015.00 1,015.00 1,015.00 1,015.00

PERFORMANCE REVIEW:

During the year under review, the total income of your company was lower at Rs. 28.61 Lacs as against Rs. 136.15 lacs in the previous year. The company has incurred Standalone operating loss before interest, depreciation & impairment and tax of Rs. 17.69 lacs as against operating loss of Rs. 169.42 Lacs in the previous year.

The consolidated revenue of the company was higher at Rs.1,519.36 lacs as against Rs. 57.34 lacs in the previous year. The Consolidated Operating Profit before interest, depreciation & impairment and tax is Rs. 171.92 lacs in the current year as against operating loss of Rs 248.22 lacs in the previous year. The Consolidated Net profit was Rs.148.56 lacs as against loss of Rs. 1,320.52 lacs in the previous year.

APPROPRIATION:

During the year, Rs. 31.12 lacs have been appropriated from General Reserves. In order to conserve resources for future growth, your Directors do not recommend any dividend for the year under review.

CHANGES IN REGISTERED OFFICE:

The companys registered office is shifted from Hazoor House, Plot No. 3/2, Anand Nagar, Service Road, Off Pune – Banglore Highway, Pune- 411051 to Anandi, 68, TMV Colony Mukund Nagar, Off Pune-Satara Road,Pune-411037 w.e.f. 29th November, 2010.

AUDITORS REPORT:

The observations made by the Auditors in their Report are Self Explanatory and need no further elaboration u/s 217(3) of the Companies Act, 1956.

CONSOLIDATED ACCOUNTS:

In accordance with Accounting Standard AS-21, AS-23 & AS-27 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its Subsidiaries, Associates and Joint Ventures along with Auditors Report thereon is annexed to this report.

FIXED DEPOSITS:

Your company has not invited or renewed deposits from the public/shareholders in accordance with Section 58 A of the Companies Act, 1956.

MANAGEMENTS DISCUSSION AND ANALYSIS (MD&A)

The details of the operations and future outlook of the Company are given in the MD& A as per Annexure I

CORPORATE GOVERNANCE:

Your Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence, improve investors protection and maximize long term shareholder value.

As required by the Clause 49 of the Listing Agreement(s) entered into with the Stock Exchange(s), a Compliance Report on Corporate Governance is attached as per Annexure II. A certificate from the practicing Company Secretary confirming compliance with the conditions of the Clause 49 of the Listing Agreement(s) is also attached.

The Company is in compliance with the requirements and disclosures that have to be made in this regard. In terms of sub-clause (v) of Clause 49 of the Listing Agreement, a certificate from CEO/CFO, inter alia, confirming the correctness of the financial statements, adequacy of internal control measures and reporting of matters to the Audit and Compliance Committee in terms of the said Clause, is also enclosed as a part of the said Report.

SUBSIDIARIES:

During the year under review, Hazoor Aambey Valley Developers Private Limited and Hazoor Township Developers Private Limited Subsidiary Companies are non-material, non-listed subsidiary companies as defined under Clause 49 of the Listing Agreement entered into with the Stock Exchanges. Hazoor Aambey Valley Developers Private Limited is wholly owned subsidiary and Hazoor Township Developers Private Limited is a (55%) subsidiary company. A statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Companies is attached to the accounts. During the year, the company has divested its holding in Hazoor Township Developers Pvt. Ltd. by 45% and 55% of its capital is held by the company. This strategic divestment by the company has augmented the financial resources of the subsidiary company and has enabled it to scale up its operations in the field of Infrastructure & Real Estate Development. In terms of the application made to Central Government under Section 212(8) of the Companies Act, 1956, a copy of the Balance Sheet, Profit & Loss Account, Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies have not been attached with the Balance Sheet of the Company. Annual Accounts of the subsidiary companies and the related detailed information will be made available to the investors for inspection at its registered office.

JOINT VENTURE (J.V.):

The Companys subsidiary Hazoor Township Developers (HTD) are developing a Real estate housing project through the Special Purpose Vehicle M/s. "ZERO DEVELOPERS", who have formed a Joint Venture(A.O.P.) viz. "HAZOOR HOMES" for carrying out the Real Estate Housing Projects in the mid of City, near Sinhagad Road, Pune. The Housing Project will comprise of affordable apartments and convenient shopping catering to middle income group. The formal J. V. agreement between the landowners, and the developers M/s. "ZERO DEVELOPERS" have been duly Registered for formation of the J.V. "HAZOOR HOMES".

During the year M/s Hazoor Multi Corp. ceased to be J.V. of the company w.e.f. 31st March, 2010.

ASSOCIATES:

The Company also operates its activities like Real Estate, Infrastructure development activities through its associates. The revenues will accrue to the company from its associates by way of its share of profit which will be recognized at the year end as per principles and procedures for consolidation as laid out in the Accounting Standard-23 (AS-23) issued by the Institute of Chartered Accountants of India (ICAI)/ Company (Accounting Standards) Rules, 2006.During the year M/s Land Aggregator & Realtors ceased to be Associates of the company w.e.f.31st March, 2010.

DIRECTORS:

As per the Articles of Association of the company, Mr. Paresh Sampat and Mr. Yuvraj Karan retire by rotation at this Annual General Meeting and being eligible are proposed to be re- appointed. Profiles of these Directors, as required by Clause 49 of the Listing Agreements are given in the Section on ‘Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act 1956, it is hereby confirmed:

i) that in the preparation of the Annual accounts, the applicable accounting standards have been followed and there has been no material departure;

ii) that the selected accounting policies were applied consistently and the Directors made judgments and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st August, 2010 and of the profit or loss of the company for the year ended on that day;

iii) that proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and or preventing and detecting fraud and other irregularities; and

iv) that the Annual accounts have been prepared on a going concern basis.

AUDITORS:

M/s Ajmera Ajmera & Associates, the auditors of the company retires as statutory auditors at the conclusion of this Annual General Meeting and offers themselves for re-appointment. A certificate from them has been received to the effect that their re-appointment as statutory auditors, if made, would be within the limits prescribed u/s 224(1B) of the Companies Act, 1956.

GENERAL SHAREHOLDERS INFORMATION:

Detailed information in this regard is provided in this section ‘General Shareholders Information as Annexure III.

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

Additional Information required under provision of the Section 217 (1) (e) of the Companies Act, 1956, with the companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, regarding a). Conservation of Energy b). Technology Absorption is not applicable as the Company is not carrying out any manufacturing operations. There were no Foreign Exchange Earnings and outgo during the year.

EMPLOYEES:

The professional pool of directors continues to be the biggest asset of the Company. Your Company aims at creating a corporate culture that respects people, develops and trains them to deliver high quality performance and rewards talent and performance with growth opportunities. The Board of the Company comprises of highly qualified and experienced professionals from various faculties like engineering, finance, legal, and management. Employee relations continue to be cordial.

During the year under review ,there was no employee employed throughout the financial year who was in receipt of remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with companies (Particulars of Employee) Rules, 1975.

GROUP:

Pursuant to an intimation from the promoters, the names of the promoters and entities comprising "Group" as defined under the Monopolies and Restrictive Trade Practices (MRTP) Act, 1969 are disclosed in the Annual Report for the purpose of the SEBI(Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES (CSR):

As a socially responsible organization, Hazoor Group has contributed not only to the economic well being of the communities it interacts with but has also enhanced their social well being. The Company has been sponsoring time and again, the spiritual discourses and meditation camps conducted by "Guru Rajendraji" an internationally acclaimed spiritual guru for the benefit of the community at large.

APPRECIATION:

Your Directors wish to place on record their sincere appreciation and thanks for the valuable co-operation and support received from the Registrar of Companies, Maharashtra, Regional Director, Western Region, Ministry of Company Affairs, Companys bankers, financial institutions, business associates, suppliers, consultants, customers, contractors and shareholders at large and look forward to the same in greater measure in the coming years. The Directors also wish to place on record their appreciation of the unstained efforts and contributions made by the Management Team and the employees of the Company at all levels.

For and on behalf of the Board Place: Mumbai V.I. Garg

Date: 31.01.2011 CEO,Director

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Aug 31, 2009

The Directors have pleasure in presenting their Seventeenth Annual Report of the company together with the Audited Accounts for the year ended August 31st, 2009.

FINANCIAL RESULTS:

The salient features of the Companys standalone and consolidated financial results for the year under review are as follows:

(Rs. In Lacs) STANDALONE CONSOLIDATED 31.08.2009 31.08.2008 31.08.2009 31.08.2008 Income from Operations NIL 2060.90 NIL 1548.90 Other Income 136.15 58.85 57.34 58.85 Total Income 136.15 2,119.75 57.34 1,607.75 Profit / (Loss) (before Interest, (169.42) 503.37 (248.22) 248.16 depreciation and tax

Less: Interest and Finance Charges 0.16 14.49 0.16 14.49 Less: Depreciation 11.83 38.67 11.83 38.67 Profit/(Loss) before tax (181.40) 450.22 (260.21) 195.00 Less: Provision for tax NIL 43.76 NIL 43.76 Profit / (Loss) after tax (181.40) 406.46 (260.21) 151.24 Less: Exceptional item 1,070.61 NIL 1,070.61 NIL Less : Prior Period adjustments Nil 286.55 NIL 286.55 Share of Profit from Associates 10.29 11.97 Profit / (Loss) for the year (1,252.01) 119.91 (1,320.52) (123.33) Paid Up Equity Share Capital 1,015.00 1,001.00 1,015.00 1,001.00

PERFORMANCE REVIEW:

During the year under review, the total income of your company was lower at Rs.136.15 lacs as against Rs. 2,119.75 lacs in the previous year. The company has incurred Standalone operating loss before interest, depreciation and tax of Rs. 169.42 lacs as against operating profit of Rs. 503.37 lacs in the previous year. The impairment loss of Rs. 1070.61 lacs is charged to the profit and loss account as exceptional item in the current year and the Standalone net loss stood at Rs. 1252.01 lacs as against net profit of Rs. 119.91 lacs in the previous year.

The consolidated revenue of the company was lower at Rs. 57.34 lacs as against Rs. 1607.75 lacs in the previous year. The Consolidated Operating loss before interest, depreciation and tax is Rs. 248.22 lacs in the current year as against operating profit of Rs. 248.16 lacs in the previous year. The Consolidated Net loss was higher at Rs. 1320.52 lacs as against Rs. 123.33 lacs in the previous year after adjustment of impairment of loss of Rs. 1070.61 lacs in the current year.

APPROPRIATION:

NIL amounts (Previous year Rs. 12.00 lacs) are credited to General Reserves. In order to conserve resources for future growth, your Directors do not recommend any dividend for the year under review.

CHANGES IN SHARE CAPITAL:

During the year, Company has made an allotment of 3,50,000 Equity Shares of Rs.4/- at a premium of Rs 12/- each upon conversion of equivalent number of Share Warrants issued on preferential basis, and issue proceeds of Rs. 50.40 lacs have been deployed as per the objects of the issue.

During the year, Board had approved to extinguish 46, 25,000 share warrants and forfeited an amount of Rs. 74.00 Lacs as per terms and conditions of issue of share warrants, as warrant holders had not exercised their rights to convert warrants into shares within 18 months of the issue.

CHANGE IN REGISTERED OFFICE

The Company has shifted its Registered office from 215, 2nd Floor, Raheja Plaza, behind Fun Republic, Off Link Road, Andheri West, Mumbai 400 053 to 6/B Knox Plaza, Mindspace, Malad west, Mumbai 400 064 with effect from August 31, 2009.

AUDITORS REPORT:

The observations made by the Auditors in their Report are Self Explanatory and need no further elaboration u/s 217(3) of the Companies Act, 1956.

CONSOLIDATED ACCOUNTS:

In accordance with Accounting Standard AS-21, AS-23 & AS-27 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its Subsidiaries, Associates and Joint Ventures along with Auditors Report thereon is annexed to this report.

FIXED DEPOSITS:

Your company has not invited or renewed deposits from the public/shareholders in accordance with Section 58 A of the Companies Act, 1956.

INFORMATION TECHNOLOGY:

The Company is planning to implement a comprehensive ERP package to better manage its systems and processes. This ERP will be implemented across the organization integrating the work of various departments, line function, improve management information systems and enable better management control of operations and activities.

MANAGEMENTS DISCUSSION AND ANALYSIS (MD&A)

The details of the operations and future outlook of the Company are given in the MD&A as per Annexure I

CORPORATE GOVERNANCE:

As required by the Clause 49 of the Listing Agreement(s) entered into with the Stock Exchange(s), a Compliance Report on Corporate Governance is attached as per Annexure II. A certificate from the Statutory Auditors of the Company, M/s. S.M.Shidhaye & Co. confirming compliance with the conditions of the Clause 49 of the Listing Agreement(s) is also attached.

Your Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence, improve investors protection and maximize long term shareholder value. Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a compliance report on Corporate Governance has been annexed hereto as Annexure II.

The Company is in compliance with the requirements and disclosures that have to be made in this regard. The Auditors Certificate on compliance with Corporate Governance requirements by the Company forms part of the said report. In terms of sub-clause (v) of Clause 49 of the Listing Agreement, a certificate from CEO/CFO, inter alia, confirming the correctness of the financial statements, adequacy of internal control measures and reporting of matters to the Audit and Compliance Committee in terms of the said Clause, is also enclosed as a part of the said Report.

SUBSIDIARIES:

During the year under review, Hazoor Aambey Valley Developers Private Limited and Hazoor Township Developers Private Limited Subsidiary Companies are non-material, non-listed subsidiary companies as denned under Clause 49 of the Listing Agreement entered into with the Stock Exchanges and they are wholly owned subsidiaries. A statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Companies is attached to the accounts.

In terms of the application made to Central Government under Section 212(8) of the Companies Act, 1956, a copy of the Balance Sheet, Profit & Loss Account, Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies have not been attached with the Balance Sheet of the Company. Annual Accounts of the subsidiary companies and the related detailed information will be made available to the investors for inspection at its registered office.

ASSOCIATES:

The Company also operates its activities like Real Estate and Infrastructure development activities through its associates.

The revenues will accrue to the company from its associates by way of its share of profit which will be recognized at the year end as per principles and procedures for consolidation as laid out in the Accounting Standard-23 (AS-23) issued by the Institute of Chartered Accountants of India (ICAI)/ Company (Accounting Standards) Rules, 2006.

JOINT VENTURE:

The Management of the Company had formed Special Purpose Vehicles (SPV) in Joint Venture namely "Hazoor City Developers with Bansal Builders. The said Joint Venture has implemented Real Estate Residential Complex at Pune. The construction work of Residential Complex comprising of 11 storied Towers viz. HIGH LIFE at Pune, is at advance stage of completion and possession will be handed over on obtaining Building Completion Certificate (B.C.C.) from the corporation. This Revenue from J.V. Project will be recognized in the books of J.V. and it will be shown in the consolidated financial results in the forthcoming financial year of the company, in accordance with the principles and procedures set out in Accounting Standard AS-27 - Financial Reporting of Interest in Joint Ventures.

DIRECTORS:

As per the Articles of Association of the company, Mr. V.I.Garg and Mr. Vineet Garg who retire by rotation at this Annual General Meeting and being eligible offer themselves for re- appointment. The Board of Directors recommends their re-appointment. Profiles of these Directors, as required by Clause 49 of the Listing Agreements are given in the Section on Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act 1956, it is hereby confirmed:

i) that in the preparation of the Annual accounts, the applicable accounting standards have been followed and there has been no material departure;

ii) that the selected accounting policies were applied consistently and the Directors made judgments and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st August, 2009 and of the profit or loss of the company for the year ended on that day;

iii) that proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with the provisions of the CompaniesAct, 1956, for safeguarding the assets of the company and or preventing and detecting fraud and other irregularities; and

iv) that the Annual accounts have been prepared on a going concern basis.

AUDITORS:

M/s S M Shidhaye & Co., Chartered Accountants were appointed as Statutory Auditors of the Company for the year ended August, 2009. The term of their appointment expires at the conclusion of this AGM. They expressed their inability to continue as Auditors.

In view of the above, the board of directors at its meeting held on 20th January, 2010, proposed the appointment of M/s Ajmera Ajmera & Associates, Chartered Accountants as the statutory auditor of the company in the place of the retiring statutory auditor M/s S. M. Shidhaye & Co., Chartered Accountants and further recommended subject to approval by members to appoint such qualified persons to audit the accounts of the company. The Company has duly received communication from proposed statutory auditor that there appointment if made shall be within the limits prescribed under section 224 of the companies act, 1956 (The Act) and they do not suffer any disqualifications as laid down in section 226 of the act.

GENERAL SHAREHOLDERS INFORMATION:

Detailed information in this regard is provided in this section General Shareholders Information as Annexure III.

SECRETARIAL COMPLIANCE REPORT:

As a reflection of your Companys commitment to transparency, the Board is pleased to enclose the Secretarial Compliance Report for the financial year 2008-2009 as a part of this Directors Report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS 8b OUTGO:

Since your company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research and development and technology absorption, as prescribed under the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable. There were no Foreign Exchange Earnings and outgo during the year.

EMPLOYEES:

Human resources continue to be the biggest asset of the Company. Your Company aims at creating a corporate culture that respects people, develops and trains them to deliver high quality performance and rewards talent and performance with growth opportunities. The staff strength of the Company comprises of few selected highly qualified and experienced professionals from various faculties like engineering, finance, legal, and management. Employee relations continue to be cordial.

During the year under review .there was no employee employed throughout the financial year who was in receipt of remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with companies (Particulars of Employee) Rules, 1975.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES (CSR):

As a socially responsible organization, Hazoor Group has contributed not only to the economic well being of the communities it interacts with but has also enhanced their social well being. The Company has been sponsoring time and again, the spiritual discourses and meditation camps conducted by "Guru Rajendraji" an internationally acclaimed spiritual guru for the benefit of the community at large.

ACKNOWLEDGEMENT:

The Board of directors places on record its sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution at all levels, in most difficult and challenging environment during the year. Your Directors would like to record their sincere appreciation for the support and co-operation that your Company received from all the distributors, suppliers and business associates whom your company regards as partners in progress.

Your Directors wish to place on record their sincere appreciation and thanks for the valuable co-operation and support received from the Registrar of Companies, Maharashtra, Regional Director, Western Region, Ministry of Company Affairs, Companys bankers, financial institutions, and shareholders at large and look forward to the same in greater measure in the coming years.

For and on behalf of the Board Place: Mumbai V.I. Garg Date: 20th January, 2010 CEO, Director