Directors Report of Kamanwala Housing Construction Ltd.

Mar 31, 2025

The Board of Directors hereby presents their 41^st Annual Report on the business and operations of your Company
("the Company" or "KHCL"), along with Audited Financial Statements for the financial year ended 31^st March, 2025.

FINANCIAL PERFORMANCE OF THE COMPANY:

The audited financial statements of the Company as on March 31, 2025, are prepared in accordance with the
relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act,
2013 ("Act").

The summarized Financial Highlights of the Company are as follows:

	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	1,141.10	279.88	1,141.10	279.88
Other Income	5,640.88	57.53	5,640.88	57.53
Total Revenue	6,781.98	337.41	6,781.98	337.41
Profit (Loss) before Depreciation, Interest & Tax	5,546.94	(228.51)	5,546.91	(228.54)
Less: Depreciation & amortization expenses	2.36	2.06	2.36	2.06
Less: Finance Costs	31.33	0.04	31.34	0.04
Profit (Loss) before exceptional/ extraordinary items	5,513.25	(230.61)	5,513.22	(230.64)
Loans and advance write off	0.00	0.00	0.00	0.00
Extraordinary/Exceptional items	61.25	0.00	61.25	0.00
Profit /(Loss) before Tax	5,574.50	(230.61)	5,574.47	(230.64)
Provision for Tax and Deferred Tax	373.36	0.00	373.36	0.00
Short provision of I. Tax for earlier years	203.38		203.38
Profit /(Loss) after Tax	4,997.76	(230.61)	4,997.73	(230.64)

There are no material changes and commitments affecting the financial position of the Company, which have
occurred between the end of the financial year and the date of this report.

Previous year figures have been regrouped / re-arranged wherever necessary.

STANDALONE REVIEW OF OPERATIONS & STATE OF COMPANY''S AFFAIRS:

The Company has earned total revenue of 1,141.10/- Lakhs on account of Sale of Copper Futcom as against total
revenue of Rs. 279.87/- Lakhs during previous financial year. Company has also earned Rs. 5,284.75/- Lakhs on
account of Long-Term Capital Gain on Sale of Investment, as a result of which the company has incurred a Net Profit
of Rs. 4,997.76/- lakhs as against net Loss of Rs. 230.61 Lakhs for the previous year ended 31^st March, 2024.

CONSOLIDATED REVIEW OF OPERATIONS & STATE OF COMPANY''S AFFAIRS:

The Company has earned total revenue of 1,141.10/- Lakhs on account of Sale of Copper Futcom as against total
revenue of Rs. 279.88/- Lakhs during previous financial year. Company has also earned Rs. 5,284.75/- Lakhs on
account of Long-Term Capital Gain on Sale of Investment, as a result of which the company has incurred a Net Profit
of Rs. 4,997.73/- lakhs as against net Loss of Rs. 230.65 Lakhs for the previous year ended 31^st March, 2024.

CHANGE IN THE NATURE OF THE BUSINESS:

There is no change in the nature of the Business. However, an additional income has been generated on account of
Sale of Copper Futcom during the year under review.

SHARE CAPITAL:

During the year under review, there was no change in Authorized, Issued, Subscribed and Paid-up Share Capital of
the Company. The Company has not issued any equity shares with differential rights during the year.

Authorized Share Capital of the Company is Rs. 20,00,00,000/- (Rupees Twenty crores only) divided into 2,00,00,000
(Two Crores only) equity shares of Rs. 10 each.

Paid up Share Capital of the Company is Rs. 14,09,31,600/- (Rupees Fourteen crores nine lakhs thirty-one thousand
and six hundred only) divided into 1,40,93,160 (One crore forty lakhs ninety-three thousand one hundred and sixty
only) equity shares of Rs. 10 each.

DIVIDEND:

Your Directors do not recommend any dividend for the financial year ended 31^st March, 2025.

TRANSFER TO RESERVE:

Board of Directors has proposed to transfer entire profit earned during the year, to retained earnings.

DISCLOSURE ON DEPOSITS UNDER CHAPTER V:

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made
thereunder at the end of the financial year 2024-25 or the previous financial years. Your Company did not accept any
deposit during the year under review.

Further, for exempted deposits, Company has filed Form DPT-3 as on March 31, 2025 as per the notification issued
by the Ministry of Corporate Affairs (MCA).

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) in the preparation of the accounts the applicable accounting standards have been followed along with proper
explanations relating to material departure;

b) appropriate accounting policies have been selected and applied consistently and have made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit of the Company for that period;

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

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

MANAGEMENT DISCUSSION AND ANALYSIS REPORT form''s part to this Annual Report in terms of the provisions of
Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and is enclosed as Annexure-A.

SUBSIDIARY COMPANIES, ASSOCIATES & JOINT VENTURES:

The Company does not have any subsidiary. The Company has joint ventures for development of properties. A
separate section on the performance and financial position of each of the joint venture in Form AOC-1 is annexed as
Annexure B and forms part of this report.

CONSOLIDATED FINANCIAL STATEMENTS:

Consolidated financial accounts are prepared in accordance with the applicable IND AS issued by the Institute of
Chartered Accounts of India. The said consolidated accounts form part of this report and accounts.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Your Company has internal financial control systems, which are adequate considering the nature and size of its
operations. The policies and procedure adopted by the Company ensure the orderly and efficient conduct of its
business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of
frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial
information.

The internal audit is carried out by an external firm of Chartered Accountants, covering all the departments. The
internal auditor directly reports to the Audit Committee.

HUMAN RESOURCES:

Relations between the management and employees remained cordial throughout the year. The Company had a total
1 permanent employee as on 31^st March, 2025.

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Management Personnel) Rule, 2014, and forming part of Directors''
Report for the year ended 31^st March, 2025 are attached as Annexure C and forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY:

The Company does not fulfill any of the three criteria specified in Section 135(1) of the Companies Act, 2013 and as
such is not required to comply with the provisions of section 135 of the Companies Act, 2013 and Companies
(Corporate Social Responsibility Policy) Rules, 2014.

DIRECTORS:

To comply with the requirement of the Companies Act, 2013 and Articles of Association of the Company, Mrs.
Pushpa Jain shall retire by rotation at this Annual General Meeting. Being eligible, she offers himself for re¬
appointment.

KEY MANAGERIAL PERSONNEL:

Mr. Atul Attarsen Jain continues to be the Managing Director of the Company.

Mr. Tarun Jaipal Jain continues to be the Chief Financial Officer of the Company.

Mrs. Divya Agarwal continues to be the Company Secretary & Compliance Officer of the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company, confirming that they
meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013.

BOARD MEETINGS:

Four meetings of the Board of Directors and one meeting of Independent Directors were held during the year under
review. Corporate Governance Report, which forms part of this report, contains the details about the Board
meetings and of attendance of the Directors thereat.

NOMINATION & REMUNERATION POLICY:

The policy of the Company on Directors'' appointment and remuneration, including the criteria for determining
qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of
Section 178 of the Companies Act, 2013, is available on our website at
http://www.kamanwalahousing.com/cg/Policy/NominationCommitteePolicy.pdf. We affirm that remuneration paid
to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

BOARD EVALUATION:

Pursuant to the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Board of Directors had done the annual evaluation of its own performance, its committees and individual
directors. The Nomination and Remuneration Committee reviewed the performance of the individual directors on
the basis of criteria such as the contribution of the individual director to the Board and committee meetings.

In a separate meeting of independent directors, performance of non-independent directors, performance of the
Board as a whole was evaluated, taking into account the views of executive directors and non-executive directors.

AUDIT COMMITTEE:

The Company has in place an Audit Committee in terms of the requirements of the Companies Act, 2013 read with
the rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
details pertaining to the audit committee are included in the Corporate Governance Report, which forms part of this
report.

CORPORATE GOVERNANCE:

In line with the requirement of the Companies Act, 2013 as also SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors has constituted committees. Details of these committees
along with their terms of reference, composition and meetings held during the year, are provided in the Corporate
Governance Report.

A separate report on Corporate Governance is annexed, which forms part of this report. A certificate of CEO and CFO
of the Company confirming the correctness of the financial and cash flow statements, adequacy of the internal
control measures and reporting of matters to the Audit Committee is also annexed and form''s part this Directors''
Report.

RISK MANAGEMENT:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated
efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to
maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and
Minimization Procedure which is reviewed by the Board of Directors from time to time. Identification is done by
executive directors and its mitigation process/measures are being formulated in various aspects of business.

Our Company is mainly in real estate business. Many risks exist in a company''s operating environment and they
emerge on a regular basis. The Company''s Risk Management processes focus on ensuring that these risks are
identified on a timely basis and addressed.

The audit committee has an additional oversight in the area of financial risks and its controls, statutory compliance.
Other major operational risks are being identified by the executive management of the Company from time to time.

RELATED PARTY TRANSACTIONS:

The Company has formulated policy on dealing with Related Party Transactions, a copy of which is available on the
website of the Company. All the related party transactions have been entered into by the Company in the ordinary
course of business and on arm''s length basis.

VIGIL MECHANISM:

As per the provisions of Companies Act, 2013, every Listed Company shall establish a vigil mechanism (similar to
Whistle Blower mechanism). Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, the
company has adopted the whistle blower mechanism for directors and employees to report on concerns about
unethical behavior, actual or suspected fraud, or violation of the Company''s code of conduct and ethics. There has
been no change to the whistle blower policy adopted by the Company, during period under review. The whistle
blower policy adopted by the Board of Directors is hosted on the website of the Company.

LOANS, GUARANTEES OR INVESTMENTS:

The Company has given loans /advances as specified in the financial statements of the Company during the year
under review within the limits approved by members of the Company at their Annual General Meeting held on 28^th
September, 2020 pursuant to the provisions of section 186 of the Companies'' Act, 2013. However, no guarantee and
no investment were made during the financial year 2024-25.

ANNUAL RETURN:

Pursuant to Section 134(3) (a) of the Act, the draft annual return as on March 31, 2025 prepared in accordance with
Section 92(3) of the Act is made available on the website of the Company and can be assessed using the link
http://www.kamanwalahousing.com/AR.aspx

REPORTING OF FRAUD:

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit
committee under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the
Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there were no material and significant orders passed by any of the regulators or
courts or tribunals impacting the going concern status and the Company''s operations.

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

In view of the nature of business activities of the Company, provisions of Section 134 of the Companies Act, 2013
read with the Companies (Disclosures of Particular in the Report of the Board of Directors) Rules, 2014 regarding
conservation of energy and technology absorption are not applicable to the Company. There were no foreign
exchange earnings and expenses during the year under review.

STATUTORY AUDITORS:

According to Board of Directors of the company, there is no adverse remark made by Statutory Auditors in their
report except as mentioned below.

The Company''s current assets include interest receivable balances amounting to Rs. 2.12 Crores, in respect of which
direct confirmations from the respective parties have not been provided to us by the management of the Company.
In the absence of such direct confirmations from the parties or sufficient and appropriate alternate audit evidence,
we are unable to comment on the adjustments and changes in accordance with the principles of Ind AS 1,
Presentation of financial statements, if any, that may be required to the carrying value of the aforementioned
balances in the accompanying Financial Statements.

Management''s Reply:

The Management is in process to get the confirmation from the concerned parties in future to avoid such qualified
opinion in audit report in future.

Notes to the accounts are self explanatory to comments/observations made by the Statutory Auditors in their
report. Hence, no separate explanation is given.

Term of M/s. Vinod Kumar Jain & Co., Chartered Accountants, Mumbai (FRN-111513W), as Statutory Auditors of the
Company will complete at this Annual General Meeting and therefore, Board of Directors at their meeting held on
31^st July, 2025 approved appointment of M/s. P N S V & Co., Chartered Accountants, Thane (FRN-129922W) as
Statutory Auditors for the first term of five consecutive years subject to approval of members of the Company at this
Annual General Meeting, to audit statutory records of the Company for FY 2025-26 to 2029-2030.

SECRETARIAL AUDITOR AND AUDIT REPORT:

During the year, Secretarial Audit was carried out by Mr. Devesh Mehta, Practicing Company Secretary, Bhavnagar
for the financial year 2024-25. The report on the Secretarial Audit is appended as Annexure D to this report. The
Secretarial Audit report does not contain any qualification, reservation, or adverse remark.

INTERNAL AUDITORS:

S S Karandikar & Co, Chartered Accountant was appointed as Internal Auditor of the Company for the year under
review.

COST RECORDS AND COST AUDIT:

Requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 is not
applicable to our Company. The cost records are maintained.

SECRETARIAL STANDARDS:

During the year under review, the Company has complied with all the applicable provisions of Secretarial Standard-1
and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

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

In compliance to the ''Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
your Company has a duly constituted an internal complaint committee. The Committee has formulated policy to
ensure protection to its female employees. No complaints of sexual harassment were raised in the financial year
2024-25.

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

The Company has neither made any application nor any proceedings pending under The Insolvency and Bankruptcy
Code, 2016 during the year under review. Therefore, there are no details required to be disclosed, as the said clause
is not applicable as on year ended 31^st March, 2025.

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

The Company has not availed any one-time settlement facility, during the year under review, therefore providing of
details with respect to difference in the amount of valuation done at the time of one time Settlement and the
Valuation done while taking loan from the Banks or Financial Institutions does not arise.

GREEN INITIATIVES:

Electronic Copies of the Annual Report 2024-25 and the notice of the 41^st AGM are sent to all members whose email
addresses are registered with the company / depository participant(s). For members who have not registered their
email addresses, Company has provided facility to register/update the email addresses with the RTA of the Company
by sending an email to the mail id of RTA at [e-mail]

CAUTIONARY STATEMENT:

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing
the Company''s objectives, projections, estimates and expectations, may constitute forward looking statements
within the meaning of applicable laws and regulations. Although the expectations are based on reasonable
assumptions, the actual results might differ.

APPRECIATION / ACKNOWLEDGEMENTS:

The Board places on record their deep appreciation to employees at all levels for their hard work, dedication, and
commitment.

The Board places on record its appreciation for the support and co-operation your Company has been receiving
from its business partners and others associated with the Company. The Board also take this opportunity to thank all
Investors, Clients, Vendors, Banks, Government and Regulatory Authorities for their continued support.

For and on behalf of the Board of Directors
KAMANWALA HOUSING CONSTRUCTION LIMITED

Place: -Mumbai ATUL JAIN

Date: - 31^st July, 2025 MANAGING DIRECTOR

DIN:00052966

---

Mar 31, 2024

The Board of Directors hereby presents their Fortieth Annual Report on the business and operations of your
Company ("the Company" or "KHCL"), along with Audited Financial Statements for the financial year ended 31^st
March, 2024.

FINANCIAL PERFORMANCE OF THE COMPANY:

The audited financial statements of the Company as on March 31, 2024, are prepared in accordance with the
relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act,
2013 ("Act").

The summarized Financial Highlights of the Company are as follows:

	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	279.88	387.25	279.88	387.25
Other Income	57.53	48.36	57.53	48.36
Total Revenue	337.41	435.61	337.41	435.61
Profit (Loss) before Depreciation, Interest & Tax	(228.51)	(224.92)	(228.54)	(247.69)
Less: Depreciation & amortization expenses	2.06	2.54	2.06	2.54
Less: Finance Costs	0.04	0.09	0.04	0.09
Profit (Loss) before exceptional/ extraordinary items	(230.61)	(227.55)	(230.64)	(250.32)
Loans and advance write off	0.00	(600.94)	0.00	(600.94)
Extraordinary/Exceptional items	0.00	(0.13)	0.00	(0.13)
Profit /(Loss) before Tax	(230.61)	(828.62)	(230.64)	(851.39)
Provision for Tax and Deferred Tax	0.00	(7.97)	0.00	(7.97)
Profit /(Loss) after Tax	(230.61)	(820.65)	(230.64)	(843.42)

There are no material changes and commitments affecting the financial position of the Company, which have
occurred between the end of the financial year and the date of this report.

Previous year figures have been regrouped / re-arranged wherever necessary.

REVIEW OF OPERATIONS & STATE OF COMPANY''S AFFAIRS:

The Company has earned total revenue of 337.41/- Lakhs as against total revenue of Rs. 435.61/- Lakhs during
previous financial year. During the year under review, the company has incurred a Net loss of Rs. 230.61/- lakhs as
against to Rs. 820.65 Lakhs for the year ended 31^st March, 2023.

CHANGE IN THE NATURE OF THE BUSINESS:

There is no change in the nature of the Business during the year under review.

SHARE CAPITAL:

During the year under review, there was no change in Authorized, Issued, Subscribed and Paid-up Share Capital of
the Company. The Company has not issued any equity shares with differential rights during the year.

Authorized Share Capital of the Company is Rs. 20,00,00,000/- (Rupees Twenty crores only) divided into 2,00,00,000
(Two Crores only) equity shares of Rs. 10 each.

Paid up Share Capital of the Company is Rs. 14,09,31,600/- (Rupees Fourteen crores nine lakhs thirty-one thousand
and six hundred only) divided into 1,40,93,160 (One crore forty lakhs ninety-three thousand one hundred and sixty
only) equity shares of Rs. 10 each.

DIVIDEND:

Your Directors do not recommend any dividend for the financial year ended 31^st March, 2024.

TRANSFER TO RESERVE:

Board of Directors has proposed to brought forward entire loss incurred to retained earnings.

DISCLOSURE ON DEPOSITS UNDER CHAPTER V:

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made
thereunder at the end of the financial year 2023-24 or the previous financial years. Your Company did not accept any
deposit during the year under review.

Further, for exempted deposits, Company has filed Form DPT-3 as on March 31, 2024 as per the notification issued
by the Ministry of Corporate Affairs (MCA).

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) in the preparation of the accounts the applicable accounting standards have been followed along with proper
explanations relating to material departure;

b) appropriate accounting policies have been selected and applied consistently and have made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit of the Company for that period;

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

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT form''s part to this Annual Report in terms of the provisions of
Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and is enclosed as Annexure-A.

SUBSIDIARY COMPANIES, ASSOCIATES & JOINT VENTURES:

The Company does not have any subsidiary. The Company has joint ventures for development of properties. A
separate section on the performance and financial position of each of the joint venture in Form AOC-1 is annexed as
Annexure B and forms part of this report.

CONSOLIDATED FINANCIAL STATEMENTS:

Consolidated financial accounts are prepared in accordance with the applicable IND AS issued by the Institute of
Chartered Accounts of India. The said consolidated accounts form part of this report and accounts.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Your Company has internal financial control systems, which are adequate considering the nature and size of its
operations. The policies and procedure adopted by the Company ensure the orderly and efficient conduct of its
business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of
frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial
information.

The internal audit is carried out by an external firm of Chartered Accountants, covering all the departments. The
internal auditor directly reports to the Audit Committee.

HUMAN RESOURCES:

Relations between the management and employees remained cordial throughout the year. The Company had a total
1 permanent employee as on 31^st March, 2024.

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Management Personnel) Rule, 2014, and forming part of Directors''
Report for the year ended 31^st March, 2024 are attached as Annexure C and forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY:

The Company does not fulfill any of the three criteria specified in Section 135(1) of the Companies Act, 2013 and as
such is not required to comply with the provisions of section 135 of the Companies Act, 2013 and Companies
(Corporate Social Responsibility Policy) Rules, 2014.

DIRECTORS:

To comply with the requirement of the Companies Act, 2013 and Articles of Association of the Company, Mr. Amit
Jain shall retire by rotation at the forthcoming Annual General Meeting. Being eligible, he offers himself for re¬
appointment.

KEY MANAGERIAL PERSONNEL:

Mr. Atul Attarsen Jain continues to be the Managing Director of the Company.

Mr. Tarun Jaipal Jain continues to be the Chief Financial Officer of the Company.

Mrs. Divya Agarwal continues to be the Company Secretary & Compliance Officer of the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company, confirming that they
meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013.

BOARD MEETINGS:

Four meetings of the Board of Directors and one meeting of Independent Directors were held during the year under
review. Corporate Governance Report, which forms part of this report, contains the details about the Board
meetings and of attendance of the Directors thereat.

NOMINATION & REMUNERATION POLICY:

The policy of the Company on Directors'' appointment and remuneration, including the criteria for determining
qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of
Section 178 of the Companies Act, 2013, is available on our website at
http://www.kamanwalahousinE.com/cE/Policv/NominationCommitteePolicv.pdf. We affirm that remuneration paid
to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

BOARD EVALUATION:

Pursuant to the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Board of Directors had done the annual evaluation of its own performance, its committees and individual
directors. The Nomination and Remuneration Committee reviewed the performance of the individual directors on
the basis of criteria such as the contribution of the individual director to the Board and committee meetings.

In a separate meeting of independent directors, performance of non-independent directors, performance of the
Board as a whole was evaluated, taking into account the views of executive directors and non-executive directors.

AUDIT COMMITTEE:

The Company has in place an Audit Committee in terms of the requirements of the Companies Act, 2013 read with
the rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
details pertaining to the audit committee are included in the Corporate Governance Report, which forms part of this
report.

CORPORATE GOVERNANCE:

In line with the requirement of the Companies Act, 2013 as also SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors has constituted committees. Details of these committees
along with their terms of reference, composition and meetings held during the year, are provided in the Corporate
Governance Report.

A separate report on Corporate Governance is annexed, which forms part of this report. A certificate of CEO and
CFO of the Company confirming the correctness of the financial and cash flow statements, adequacy of the internal
control measures and reporting of matters to the Audit Committee is also annexed and form''s part this Directors''
ReDort.

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated
efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to
maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and
Minimization Procedure which is reviewed by the Board of Directors from time to time. Identification is done by
executive directors and its mitigation process/measures are being formulated in various aspects of business.

Our Company is mainly in real estate business. Many risks exist in a company''s operating environment and they
emerge on a regular basis. The Company''s Risk Management processes focus on ensuring that these risks are
identified on a timely basis and addressed.

The audit committee has an additional oversight in the area of financial risks and its controls, statutory compliance.
Other major operational risks are being identified by the executive management of the Company from time to time.

RELATED PARTY TRANSACTIONS:

The Company has formulated policy on dealing with Related Party Transactions, a copy of which is available on the
website of the Company. All the related party transactions have been entered into by the Company in the ordinary
course of business and on arm''s length basis.

VIGIL MECHANISM:

As per the provisions of Companies Act, 2013, every Listed Company shall establish a vigil mechanism (similar to
Whistle Blower mechanism). Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, the
company has adopted the whistle blower mechanism for directors and employees to report on concerns about
unethical behavior, actual or suspected fraud, or violation of the Company''s code of conduct and ethics. There has
been no change to the whistle blower policy adopted by the Company, during period under review. The whistle
blower policy adopted by the Board of Directors is hosted on the website of the Company.

LOANS, GUARANTEES OR INVESTMENTS:

The Company has given loans /advances as specified in the financial statements of the Company during the year
under review within the limits approved by members of the Company at their Annual General Meeting held on 28^th
September, 2020 pursuant to the provisions of section 186 of the Companies'' Act, 2013. However, no guarantee and
no investment were made during the financial year 2023-24.

ANNUAL RETURN:

Pursuant to Section 134(3) (a) of the Act, the draft annual return as on March 31, 2024 prepared in accordance with
Section 92(3) of the Act is made available on the website of the Company and can be assessed using the link
http://www.kamanwalahousinE.com/AR.aspx

REPORTING OF FRAUD:

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit
committee under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the
Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there were no material and significant orders passed by any of the regulators or
courts or tribunals impacting the going concern status and the Company''s operations.

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

In view of the nature of business activities of the Company, provisions of Section 134 of the Companies Act, 2013
read with the Companies (Disclosures of Particular in the Report of the Board of Directors) Rules, 2014 regarding
conservation of energy and technology absorption are not applicable to the Company. There were no foreign
exchange earnings and expenses during the year under review.

STATUTORY AUDITORS:

According to Board of Directors of the company, there is no adverse remark made by Statutory Auditors in their
report except as mentioned below.

The Company''s current assets include interest receivable balances amounting to Rs.265.04 Lakhs, in respect of which
direct confirmations from the respective parties have not been provided to us by the management of the Company.
In the absence of such direct confirmations from the parties or sufficient and appropriate alternate audit evidence,
we are unable to comment on the adjustments and changes in accordance with the principles of Ind AS 1,
Presentation of financial statements, if any, that may be required to the carrying value of the aforementioned
balances in the accompanying Financial Statements.

Management''s Reply:

The Management is in process to get the confirmation from the concerned parties in future to avoid such qualified
opinion in audit report in future.

Notes to the accounts are self explanatory to comments/observations made by the Statutory Auditors in their
report. Hence, no separate explanation is given.

M/s. Vinod Kumar Jain & Co., Chartered Accountants, Mumbai (FRN-111513W) has been appointed as Statutory
Auditors of the Company by the members in their Annual General Meeting held on 30^th September, 2022 pursuant
to recommendation by the Board of Directors at their meeting held on 13^th August, 2022 for period of first term of
three consecutive years.

SECRETARIAL AUDITOR AND AUDIT REPORT:

During the year, Secretarial Audit was carried out by Mr. Devesh Mehta, Practicing Company Secretary, Bhavnagar
for the financial year 2023-24. The report on the Secretarial Audit is appended as Annexure D to this report. The
Secretarial Audit report does not contain any qualification, reservation, or adverse remark.

INTERNALAUDITORS:

S S Karandikar & Co, Chartered Accountant was appointed as Internal Auditor of the Company for the year under
review.

COST RECORDS AND COST AUDIT:

Requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 is not
applicable to our Company. The cost records are maintained.

SECRETARIAL STANDARDS:

During the year under review, the Company has complied with all the applicable provisions of Secretarial Standard-1
and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

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

In compliance to the ''Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
your Company has a duly constituted an internal complaint committee. The Committee has formulated policy to
ensure protection to its female employees. No complaints of sexual harassment were raised in the financial year
2023-24.

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

The Company has neither made any application nor any proceedings pending under The Insolvency and Bankruptcy
Code, 2016 during the year under review. Therefore, there are no details required to be disclosed, as the said clause
is not applicable as on year ended 31^st March, 2024.

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

The Company has not availed any one-time settlement facility, during the year under review, therefore providing of
details with respect to difference in the amount of valuation done at the time of one time Settlement and the
Valuation done while taking loan from the Banks or Financial Institutions does not arise.

GREEN INITIATIVES:

Electronic Copies of the Annual Report 2023-24 and the notice of the 40^th AGM are sent to all members whose email
addresses are registered with the company / depository participant(s). For members who have not registered their
email addresses, Company has provided facility to register/update the email addresses with the RTA of the Company
by sending an email to the mail id of RTA at [e-mail]

CAUTIONARY STATEMENT:

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing
the Company''s objectives, projections, estimates and expectations, may constitute forward looking statements
within the meaning of applicable laws and regulations. Although the expectations are based on reasonable
assumptions, the actual results might differ.

APPRECIATION / ACKNOWLEDGEMENTS:

The Board places on record their deep appreciation to employees at all levels for their hard work, dedication, and
commitment.

The Board places on record its appreciation for the support and co-operation your Company has been receiving
from its business partners and others associated with the Company. The Board also take this opportunity to thank all
Investors, Clients, Vendors, Banks, Government and Regulatory Authorities for their continued support.

For and on behalf of the Board of Directors
KAMANWALA HOUSING CONSTRUCTION LIMITED

Place:-Mumbai ATULJAIN

Date: - 13^thAugust, 2024 MANAGING DIRECTOR

DIN:00052966

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Mar 31, 2014

Dear Members,

The Directors present their Thirtieth Annual Report on the business and operations of the Company along with the audited Financial Statements of Account for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS:

The Summarized Financial Highlights of the Company are as follows:

For the For the

Year ended year ended 31-03-2014 31-03-2013 (Rs. In Lacs) (Rs. In Lacs)

Sales and Other Income 2684.39 8689.35

Gross Profit 207.12 291.19

Less: Depreciation 21.91 20.67

Miscellaneous Expenditure written off — —

Profit before Taxation 185.21 270.52

Provision for Taxation 32.00 85.00

Provision for Taxation for 0.81 — earlier years

Provision for Deferred Tax 3.23 —

Provision for Deferred Tax written back — (79.31)

Net Profit / (Loss) for the year 149.17 264.83

Balance brought forward from previous year 4540.71 4275.88

Profits available for Appropriations 4689.88 4540.71

Appropriations:

Balance carried to Balance Sheet 4689.88 4540.71

DIVIDEND:

With a view to conserve and plough back the resources of the Company, the Board of Directors has decided not to recommend any dividend for the Financial year 2013-14.

REVIEW OF OPERATIONS:

During the year under review, the Company reported the turnover of Rs. 2,684.39 Lacs as compared to Rs. 8,689.35 Lacs for the previous year. The Company earned profit after tax of Rs. 149.17 Lacs for the year as compared to Rs. 264.83 Lacs in the previous year.

The poor performance of the Company during the year under review, is largely attributable to adverse market conditions prevailing in the real estate market and delay in execution of ongoing projects on account of procedural difficulties in obtaining necessary approvals in time from the concerned local authorities. High input cost, heavy interest cost and cost overrun has eroded profit margin to a great extent which brought about strains on the Company''s cash flows. Besides these headwinds, deteriorated economic conditions in the country further contributed to the unsatisfactory performance of the Company.

In such difficult circumstances, your Directors have decided to clear the existing projects on hand and then lay down the plans for acquiring new projects.

With reasonably strong Balance Sheet fundamentals and debts well within reasonable limit, your Directors hope that the Company''s performance will improve in due course of time.

REPORT ON CORPORATE GOVERNANCE:

The Report on Corporate Governance is attached herewith as Annexure - I, which forms part of this Report. The Certificate from Practicing Company Secretary, Mr. Upendra C. Shukla, on compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion & Analysis Report is attached herewith as Annexure - II and it forms part of this Report.

DIRECTORS:

Your Directors regret to report the sad demise of Mr. Jaipal Jain on 15th September, 2013. Mr. Jaipal Jain was one of the founders of the Company. With his acute business sense and able guidance, the Company had made a remarkable progress.

During the year Mr. B.R. Maheshwari resigned from the Board of Directors and accordingly, he ceased to be the Director and Chairman of your Company with effect from 1st October, 2013. Mr. Maheshwari was associated with your Company for 29 years. The Board places on record its appreciation of the valuable guidance and services rendered by him during his tenure as the Director/ Chairman of the Company.

Pursuant to the coming into force of Section 149 of the Companies Act, 2013 from 1st April, 2014, the Company has re-assessed the status of its Directors with a view to determining their qualifying for classification as Independent Directors in term of Section 149 (6) of the Companies Act, 2013. Accordingly, Mr. Bhanwarlal D. Jogani, Mr. Ramesh J. Patel, Mr. Satish Chandra Gupta and Mr. Narendra Kumar Gupta fulfill the criteria laid down in Section 149 (6) of the Companies Act, 2013.

Section 149(10) of the Companies Act, 2013 restrict the tenure of Independent director to two terms of upto ten years, with a single term not exceeding five years, which shall be effective from 1st April, 2014. The revised Clause 49 of the Listing Agreement issued by Securities and Exchange Board of India (SEBI) also contains the same provisions. Mr. Bhanwarlal D. Jogani retires by rotation at the forthcoming Annual General Meeting and being eligible, he offers himself for re-appointment as Independent Director of the Company to hold the office for a period upto 31st March, 2019.

Pursuant to the provisions of Section 161 of the Companies Act, 2013, read with the relevant provisions in the Articles of Association, the Board of Directors in its Meeting held on 12th November, 2013 had appointed Mr. Satish Chandra Gupta, Mr. Narendra Kumar Gupta and Mr. Vaibhav Jain as Additional Directors. They would hold the office as a Directors upto the date of the ensuing Annual General Meeting. Your Company has received notices in writing from some of its Members signifying intentions of proposing their candidature for the office of Directors. Mr. Satish Chandra Gupta and Mr. Narendra Kumar Gupta qualify for Independent Directorship in pursuance to the provisions of Section 149 (6) of the Companies Act, 2013.

As per Item No. "9" of the Notice for convening 30th Annual General Meeting, Mr. Amit Jain is being proposed to be re-appointed as a Whole-time Director of the Company w.e.f. 1st August, 2014.

Additional information and brief profiles as required under Clause 49 of the Listing Agreement with the BSE Ltd. for each of the above Directors, seeking re-appointment/ appointment, is annexed to the Notice of the Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act 2013, your Directors, based on the representations received from operating management and after due enquiry, confirm that:

(i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed;

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and those have been applied consistently. Reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

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

(iv) the annual accounts have been prepared on a going concern basis;

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

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

DEPOSITS:

Your Company has not accepted any Deposits from the public or its employees during the year under review. There was no outstanding Deposit repayable as on 31st March, 2014.

PARTICULARS OF EMPLOYEES:

The Company did not have any employee who was in receipt of remuneration exceeding Rs. 60,00,000/- per annum and if employed for a part of the year exceeding remuneration at the rate which in aggregate was Rs. 5,00,000/- per month.

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

In view of the nature of activities which are being carried on by the Company, Provisions of Section 217(1)(e) of the Companies Act, 1956 read with to the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption, are not applicable to the Company.

There was no foreign exchange earnings and expenses during the year under review.

AUDITORS'' REMARKS:

As regards Auditors'' remarks, in the Paragraph expressing their opinion, your Directors wish to state that the Notes Nos. 34, 35 and 36 forming part of the Annual Statements of Account are self-explanatory.

Statutory Auditors:

The Auditors, M/s. Mittal & Associates, Chartered Accountants, shall retire at the forthcoming Annual General Meeting. They have conveyed their decision of not seeking further appointment.

The Ministry of Corporate Affairs has notified the provisions of Section 139 of the Companies Act, 2013 for appointment of Auditors, which is effective form 1st April, 2014. Pursuant to Section 139(2) of the Companies Act, 2013 and the rules made thereunder, no listed company shall appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. Further, the aforesaid appointment is subject to ratification by the Members of the Company in every Annual General Meeting. Further, the proviso under Section 139(2) provides that every company existing on or before the commencement of the Companies Act, 2013, has to comply with the requirement of this section within three years from the date of commencement of this Act.

As M/s. Mittal & Associates has conveyed their decision of not seeking further appointment, pursuant to Section 139(2) of the Companies Act, 2013, the Audit Committee has recommends the appointment of M/s. Majithia & Associates for a period of five years from the conclusion of the 30th Annual General Meeting subject to approval of the Members in the Annual General Meeting of the Company. M/s. Majithia & Associates have confirmed that their appointment if made, will comply with the eligibility criteria in terms of Section 141(3) of the Companies Act, 2013.

ACKNOWLEDGEMENTS:

your Directors would like to express their apprecia- tion for the co-operation and assistance received from Banks, Government authorities, customers, suppliers and shareholders during the year under review. your Directors also wish to place on record their deep sense of appreciation for the committed services rendered by all the employees of the Company.

For and on behalf of the Board SATISH CHANDRA GUPTA Chairman

Place : Mumbai Dated : 12th August, 2014.

---

Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting their Twenty Ninth Annual Report on the business and operations of the Company along with the audited Financial Statements of Account for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS:

The Summarized Financial Highlights of the Company are as follows:

For the For the year ended Year ended 31-03-2013 31-03-2012 (Rs. In Lacs) (Rs. In Lacs)

Sales and Other Income 8,689.35 7,797.51

Gross Proft 291.19 587.29

Less: Depreciation 20.67 19.41

Miscellaneous Expenditure written off 1.40

Proft before Taxation 270.52 566.48

Provision for Taxation 85.00 172.48

Provision for Taxation for earlier years 2.52

Provision for Deferred Tax 1.68

Provision for Deferred Tax written back (79.31)

Net Proft / (Loss) for the year 264.83 389.80

Balance brought forward from previous year 4,275.88 3,886.08

Profts available for Appropriations 4,540.71 4,275.88

Appropriations:

Balance carried to Balance Sheet 4,540.71 4,275.88

DIVIDEND:

With a view to conserve and plough back the resources of the Company, the Board of Directors has decided not to recommend any dividend for the Financial Year 2012-13.

REVIEW OF OPERATIONS:

During the year under review, the Company recorded the turnover of Rs. 8,689.35 Lacs as compared to Rs. 7.797.51 Lacs for the previous year. The Company earned proft after tax of Rs. 264.83 Lacs for the year as compared to Rs. 389.80 Lacs in the previous year.

Amid the deteriorating macroeconomic fundamentals and sagging business confdence, your Company has performed better as compared to last year''s performance. But due to increased input costs, strains on cash fows and pressure on margins continued and adversely affecting the fnancial performance of the Company. During the year under review, in spite of slowing Indian Economy, deteriorating macroeconomic conditions worldwide and adverse market conditions, your Company has performed reasonably well in terms of sales turnover. But, proft margin has come under tremendous pressure due to rising input costs and cost overrun happening from delay in execution of projects which have occurred on account of inordinate delay on the part of local authorities in issuing necessary approvals. Construction work at the Company''s Residential Project at Malad (West), Mumbai is on the verge of completion. Construction work at Residential Joint Venture Project is going on in full swing and is scheduled to be completed in time.

Necessary approvals are being sought from the concerned authorities for other projects on hand. Amid the prevailing uncertain, unfavourable economic, fnancial, political and business conditions, your Directors are negotiating to acquire new projects. The Company has debt levels well within reasonable limits, your Directors hope that the Company will register performance in the future with healthy cash fows.

REPORT ON CORPORATE GOVERNANCE:

The Report on Corporate Governance is attached herewith as Annexure – I, which forms part of this Report. The Certifcate from Practicing Company Secretary, Mr. Upendra C. Shukla, on compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

MANAGEMENT DISCUSSION & ANALySIS REPORT:

Management Discussion & Analysis Report is attached herewith as Annexure – II and it forms part of this Report.

DIRECTORS:

Pursuant to the provisions of the Companies Act, 1956 and relevant Article of the Articles of Association of the Company, Mr. Jaipal Jain, Mr. Tarun Jain, Mr. Ramesh J. Patel and Mrs. Shobha Jain retire by rotation at the forthcoming 29th Annual General Meeting and being eligible they offer themselves for re-appointment. As per Item No. 7 of the Notice for convening the 29th Annual General Meeting, Mrs. Pushpa Jain is being proposed to be re-appointed as a Whole-time Director of the Company w.e.f. 1st February, 2013.

The Members are requested to approve their re- appointments.

DIRECTORS'' RESPONSIBILITy STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act 1956, your Directors, based on the representations received from operating management and after due enquiry, confrm that:

(i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed;

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and those have been applied consistently. Reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the proft of the Company for the year ended on that date;

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

(iv) the annual accounts have been prepared on a going concern basis.

DEPOSITS:

Your Company has not accepted any Deposits from the public or its employees during the year under review. There was no outstanding Deposit repayable as on 31st March, 2013.

PARTICULARS OF EMPLOyEES:

The Company did not have any employee who was in receipt of remuneration exceeding Rs. 60,00,000/- per annum and if employed for a part of the year exceeding remuneration at the rate which in aggregate was Rs. 5,00,000/- per month.

CONSERVATION OF ENERGy, TECHNOLOGy ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

In view of the nature of activities which are being carried on by the Company, Provisions of Section 217(1)(e) of the Companies Act, 1956 relating to the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption, are not applicable to the Company.

There was no foreign exchange earnings and expenses during the year under review.

AUDITORS'' REMARKS:

As regards Auditors'' remarks, your Directors wish to state as under:

(i) Regarding Accounting Standard 15 (Employees Benefts):

The Company has provided and paid gratuity actuarially determined by the Life Insurance Corporation of India.

(ii) Regarding non-payment of MVAT of Rs. 7,22,889/- for F.Y. 2011-12 and Service Tax of Rs. 7,68,469/- for F.Y. 2012-13:

These statutory dues were not paid on due dates as the same could not be received from some customers and under the advice of tax consultants, the same were provided in the books of account at the end of the year. The said statutory dues have been paid in the current year and regarding Income Tax demand of Rs. 1,69,763/- for A.Y. 2007-08 and Rs. 2,32,727/- for A.Y. 2008-09, these demand raised by the Assessing Offcer, were subject to rectifcation. The rectifcation Orders have been received in the current year and accordingly, the Income Tax demand stand fully adjusted / paid in the current year.

AUDITORS:

M/s. Mittal & Associates, Chartered Accountants, the Auditors of your Company, retire at the forthcoming 29th Annual General Meeting. They are eligible for re-appointment. The Members are requested to appoint the Auditors of the Company for the current year and fx their remuneration.

ACKNOWLEDGEMENTS:

Your Directors would like to express their apprecia- tion for the co-operation and assistance received from Banks, Government authorities, customers, suppliers and shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services rendered by all the employees of the Company.

For and on behalf of the Board

B. R. Maheshwari

Chairman

Place : Mumbai

Dated : 12th August, 2013.

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Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting their Twenty Seventh Annual Report on the business and operations of the Company along with the audited Financial Statements of Account for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS:

The Summarized Financial Highlights of the Company are as follows:

For the For the Year ended Year ended 31.03.2011 31.03.2010 (Rs. In Lacs) (Rs. In Lacs)

Sales and Other Income 4,736.53 7,213.52

Gross Profit 394.85 888.37

Less: Depreciation 16.52 14.87

Miscellaneous Expenditure written off 1.40 1.40

Profit before Taxation 376.93 872.10

Provision for Taxation 140.00 320.00

Provision for Taxation for earlier years 2.33 24.80

Provision for Deferred Tax 0.89 0.87

Net Profit / (Loss) for the year 233.71 526.43

Balance brought forward from Previous Year 3,652.37 3,290.28

Profits available for Appropriations 3,886.08 3,816.71

Appropriations:

Proposed Dividend - 140.93

Dividend Tax - 23.41

Balance carried to Balance Sheet 3,886.08 3,652.37

DIVIDEND:

With a view to conserve and plough back the resources of the Company, the Board of Directors has decided not to recommend any dividend for the Financial Year 2010-11.

REVIEW OF OPERATIONS:

During the year under review, the Company recorded the turnover of Rs. 4,736.53 Lacs as compared to Rs. 7,213.52 Lacs for the previous year. The Company earned profit after tax of Rs. 233.71 Lacs for the year as compared to Rs. 526.43 Lacs in the previous year.

Decrease in sales turnover during the year is mainly attributable to short supply of inventory available for sale and adverse market conditions prevailing in the real estate sector. Profitability has also gone down on account of rising costs of interest and inputs.

During the year under review, the Company’s operations were significantly affected due to deteriorating market conditions in the real estate and construction industry. While the real estate sector continued its recovery from the economic recession of year 2008 and 2009, there were numerous setbacks such as real estate linked corruption scandals sweeping across the country, prevailing acute inflationary pressure and rising interest rate regime towards the end of the year under review. The real estate sector is at present highly leveraged and is feeling heavy debt burden. Rising interest and input costs have adversely impacted revenue and profit growth of the Company. In spite of all these, our joint venture partners, customers, investors and lenders have reposed their trust and belief in the Company. The size of opportunity given the number and condition of residential dwellings in Mumbai is truly enormous and we hope to have new re-developments deals to be announced in the coming quarters.

REPORT ON CORPORATE GOVERNANCE:

The Report on Corporate Governance is attached herewith as Annexure – I and forms part of this Report. The Certificate from Practicing Company Secretary, Mr. Upendra C. Shukla, on compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion & Analysis Report is attached herewith as Annexure–II and forms part of this Report.

DIRECTORS:

The Directors regret to report the sad demise of Shri Shridhar Vaikunt Shanbhag on 21st December, 2010. He was associated with the Company as a Director since its inception. The Directors place on record his valuable services and guidance to the Company.

Mr. Pankaj Ramandas Majithia, a Practicing Chartered Accountant, was appointed as an Additional Independent Director by the Board of Directors on 12th May, 2011. The Members are requested to approve his appointment.

Pursuant to the provisions of the Companies Act, 1956 and relevant Article of the Articles of Association of the Company, Mr. Ramesh J. Patel, Mrs. Shobha Jain, Mr. Sorabh Gupta and Mr. B.R. Maheshwari retire by rotation at the forthcoming 27th Annual General Meeting and being eligible they offer themselves for re-appointment. As per Item Nos. 8 and 9 of the Notice for convening the 27th Annual General Meeting, Mr. Tarun Jain and Mr. Amit Jain are being proposed to be re-appointed as Whole-time Directors of the Company respectively w.e.f. 1st April, 2011 and 1st August, 2011.

The Members are requested to approve their appointments / re-appointments.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) they have, in the selection of the accounting policies, consulted the statutory auditors and those have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for the year ended on that date;

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

(iv) the annual accounts have been prepared on a going concern basis.

DEPOSITS:

Your Company has not accepted any Deposits from the public or its employees during the year under review. There were no outstanding Deposits repayable as on 31st March, 2011.

PARTICULARS OF EMPLOYEES:

The Company did not have any employee who was in receipt of remuneration of Rs. 48,00,000/- or more per annum and / or if employed for a part of the year receiving remuneration at the rate which in aggregate was Rs. 4,00,000/- or more per month.

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

In view of the nature of activities which are being carried on by the Company, the Companies (Disclosure of Particulars in the Report of the Board of Directors)Rules, 1988, regarding conservation of energy and technology absorption respectively, are not applicable to the Company.

There were no foreign exchange earnings and expenses during the year under review.

AUDITORS REMARKS:

As regards Auditors’ remarks, your Directors wish to state as under:

(i) Regarding Accounting Standard-15 (Employees Retirement Benefits), the Company has made the provision of gratuity, which is not determined by the Actuary. Report of the Actuary on the provision to be made for gratuity in compliance with Accounting Standard-15 is being obtained.

(ii) Regarding repayment to Indian Overseas Bank, the said repayment was delayed marginally due to delayed receipt of funds.

AUDITORS:

M/s. Mittal & Associates, Chartered Accountants, the Auditors of your Company retire at the forthcoming Annual General Meeting. They are eligible for re-appointment. The Members are requested to appoint the Auditors of the Company for the current year and fix their remuneration.

ACKNOWLEDGEMENTS:

Your Directors would like to express their grateful appreciation for unstinted support and co-operation received during the year from Shareholders, Customers, Suppliers, Indian Overseas Bank, Oriental Bank of Commerce, Corporation Bank, Legal & other Professionals, Mumbai Municipal Corporation and other Local Authorities.

The Directors would also like to place on record their appreciation for the dedicated efforts and services put in by the employees of the Company.

For and on behalf of the Board

B.R. Maheshwari Chairman

Place : Mumbai Dated : 11th August, 2011.

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Mar 31, 2010

The Directors have pleasure in presenting their Twenty Sixth Annual Report on the business and operations of the Company along with the audited Financial Statements of Account for the year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS:

The summarized Financial Highlights of the Company are as follows:

For the Year ended For the Year ended 31.03.2010 31.03.2009 (Rs. in Lacs) (Rs. in Lacs)

Sales and Other Income 7,213.52 5,904.27

Gross Profit 897.96 471.65

Less: Depreciatio. 14.87 15.36

Miscellaneous Expenditure written off 1.40 1.40

Profit before Taxation 881.69 454.89

Provision for Taxation 320.00 154.62

Provision for Fringe Benefit Tax - 7.77

Provision for Deferred Tax 0.87 2.29

Net Profit/(Loss) for the year 560.82 290.21

Balance brought forward from Previous Years 3,364.09 3,258.20

Add: Income-tax Refund for earlier years - 1.48

Less: Provision for Income Tax for earlier years 24.80 -

Provision for Dividend and Tax thereon for earlier year - 20.92

Loss on sale of assets 9.59 -

Profits available for Appropriations 3,890.52 3,528.97

Appropriations:

Proposed Dividend 140.93 140.93

Dividend Tax 23.41 23.95

Balance carried to Balance Sheet 3726.18 3,364.09



DIVIDEND:

For the year under review, your Directors have recommended a Dividend of Re. 1/- (10%) per Share of Rs. 10/- each. The total outgoing on account of Dividend payment will be Rs. 1,64,33,858/- inclusive of Dividend Tax. The Dividend if declared, will be free of tax in the hands of the Members of the Company. In the previous year, the Company had declared a Dividend of Re. 1/- (10%) per Share.

REVIEW OF OPERATIONS:

During the year under review, the Company recorded the turnover of Rs. 7,213.52 Lacs as compared to Rs. 5,904.27 Lacs for the previous year. The Company earned a profit after tax of Rs. 560.82 Lacs for the year as compared to Rs. 290.21 Lacs in the previous year.

During the first half of the year under review, the Companys operations remained adversely affected in the aftermath of great recession of year 2008. The second half of the year

witnessed the advent of good times for the real estate sector with the dark clouds of global economic and financial crisis drifting away mainly due to coordinated fiscal and monetary stimulus packages exercised by the major economies of the world. This resurgence can also be attributed to some extra ordinary measures taken by the Reserve Bank of India as well as the Central Government for supporting growth and maintaining healthy levels of monetary liquidity. The steps taken by the real estate developers to address consumers concerns through better packages and positioning of their projects also proved to be contributory factor in the upswing. The Company resorted to innovative concept of affordable housing as an immediate survival strategy. In the wake of much improved market condition, we hope that the Company will register far better performance in the current year.

REPORT ON CORPORATE GOVERNANCE:

The Report on Corporate Governance is attached herewith as Annexure – I and forms part of this Report. The Certificate from Practicing Company Secretary, Mr. Upendra C. Shukla, on compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion & Analysis Report is attached herewith as Annexure - II and forms part of this Report.

DIRECTORS:

Pursuant to the provisions of the Companies Act, 1956 and relevant Article of the Articles of Association of the Company, Mrs. Pushpa Jain, Mr. Amit Jain, Mr. Jaipal Jain and Mr. Tarun Jain retire by rotation at the forthcoming Annual General Meeting and being eligible they offer themselves for re-appointment. As per item no. 8 and 9 of the Notice of the Annual General Meeting, Mr. M.L. Gupta and Mr. Atul Jain are being proposed to be re-appointed respectively as a Managing Director and a Whole-time Director of the Company w.e.f 1st November 2010.

The Members are recommended to approve their appointments/ re-appointments.

DIRECTORS RESPONSIBILITY STATEMENT:

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

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) they have, in the selection of the accounting policies, consulted the statutory auditors and those have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for the year ended on that date;

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

(iv) the annual accounts have been prepared on a going concern basis.

DEPOSITS:

Your Company has not accepted any Deposits from the public or its employees during the year under review. There were no outstanding Deposits repayable as on 31st March, 2010.

PARTICULARS OF EMPLOYEES:

The Company did not have any employee who was in receipt of remuneration of Rs. 24,00,000/- or more per annum and/or if employed for a part of the year receiving remuneration at the rate which in aggregate was Rs. 2,00,000/- or more per month.

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

In view of the nature of activities which are being carried on by the Company, the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption respectively, are not applicable to the Company.

There were no foreign exchange earnings and outgo during the year under review.

AUDITORS:

M/s. Vimal Punmiya & Co., Chartered Accountants, the Auditors of your Company retire at the forthcoming Annual General Meeting. The Members are requested to appoint the Auditors of the Company for the current year and fix their remuneration.

ACKNOWLEDGEMENT:

Your Directors would like to express their grateful appreciation for unstinted support and co-operation received during the year from Shareholders, Customers,

Suppliers, Indian Overseas Bank, Oriental Bank of Commerce, Punjab National Bank, Corporation Bank, Legal & other Professionals, Mumbai Municipal Corporation and other Local Authorities.

The Directors would also like to place on record their appreciation for the dedicated efforts and services put in by the employees of the Company.

For and on behalf of the Board Place: Mumbai B.R. Maheshwari Dated: 31st July, 2010. Chairman