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

FINANCIAL RESULTS:

(AMOUNT IN LACS)

FINANCIAL PERFORMANCE:

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

DIVIDEND:

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

FINANCE:

(i) SHARE CAPITAL:-

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

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

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

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL:

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

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

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

STATUS OF SHARES:

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

(ii) DEPOSITS:-

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

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

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

TRANSFER TO RESERVES:

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

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

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

INTERNAL FINANCIAL CONTROLS:

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

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

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

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

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

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

RELATED PARTY TRANSACTIONS:

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

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS:

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

CORPORATE SOCIAL RESPONSIBILITY:

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

DIRECTORS & KEY MANAGEMENT PERSONNEL:

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

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

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

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

Retirement by rotation:-

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

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

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

•^rl'A\N U'

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

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

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

(i) Declarations by Independent Directors:-

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

(ii) Board Evaluation:-

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

(iii) Key Managerial Personnel:

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

INDEPENDENT DIRECTORS’ MEETING:

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

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

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

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

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

All the Independent Directors were present at the meeting.

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

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

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

HEALTH. SAFETY AND ENVIRONMENT PROTECTION

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

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

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

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

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

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

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

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

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

Not applicable during the year under review.

FORMAL ANNUAL EVALUATION

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

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

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

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

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

DIRECTORS’ RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS:

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

STATUTORY AUDITOR:

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

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

SECRETARIAL AUDITOR:-

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

INTERNAL AUDITORS:-

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

EXTRACT OF ANNUAL RETURN:

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

CORPORATE GOVERNANCE:

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

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

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

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

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

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

under this policy.

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

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE OUTGO:

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

PARTICULARS OF EMPLOYEES:

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

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

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

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

SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

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

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

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

CHANGE IN THE NATURE OF THE BUSINESS OF THE COMPANY

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

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:

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

RISK MANAGEMENT

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

SECRETARIAL STANDARDS

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

INSURANCE:

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

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

DATE: Tuesday, 24 June, 2025

REGD. OFFICE:

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

CIN: L45201GJ1992PLC018294 FOR AJWA FUN WORLD AND RESORT LIMITED

AJWA NIMETA ROAD
P O AJWACOMPOUND

TA-WAGHODIYA DIST-BARODA sd/-

VADODARA-391510

RAJESHKUMAR CHUNILAL JAIN
Managing Director
(DIN: 00285542)