Your Directors have pleasure in presenting the 42nd Annual Report of the company
along with the Audited Statement of Accounts for the year ended 31^st March, 2025.

1. FINANCIAL RESULTS

( A Aiitif in T.ane\

2. DIVIDEND

During the year, your Directors have not recommended any dividend on Equity
Shares.

3. OPERATIONAL AND STATE OF COMPANY’S AFFAIRS:

Standalone:

During the financial year 2024-25 income was 362.07 Lakhs and there was
no income in 2023-24 and company had a profit (after tax) of Rs. 435.77
Lakhs in comparison to previous year’s incurred net loss of Rs. (101.51)
Lakhs.

Consolidated:

During the financial year 2024-25 the total consolidated income of the
Company was 362.17 Lakhs and consolidated profit (after tax) stood at Rs.
417.97 Lakhs.

4. TRANSFER TO RESERVES

The Board does not propose to make transfer to reserves for the year 2024-25
and instead intends to retain the net profit in the Profit & Loss Account for
the year ended 31st March, 2025.

5. ALLOTMENT OF EQUITY SHARES ON PREFERENTIAL BASIS

The company have allotted 2,00,00,000 (Two Crore) fully Paid up Equity
Shares of the Company having a Face Value of Rs. 10/- (Rupee One Only)
each per share on the 6th May 2024 to the Promoter and Non-Promoter of the
company.

The disclosure as required under Regulation 32(7A) of SEBI LODR
Regulations, 2015 is as under:

6. DEMATERIALISATION OF EQUITY SHARES:

All the Equity Shares of the Company are in dematerialised form with either
of the depository viz. NSDL and CDSL, except 407120 Equity Shares which
are in Physical Form.

The ISIN allotted to the Company for Equity shares is INE433O01024.

7. BOARD OF DIRECTORS

In terms of Section 152 read with Section 149(13) of the Companies Act, 2013,
Mr. Poojan Keyurbhai Mehta, Director of the Company is liable to retire by
rotation. The said Director has offered himself for reappointment and
resolution for his reappointment, is incorporated in the Notice of the ensuing
Annual General Meeting.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial
Personnel of the Company as on March 31, 2025 are: Mr. Kapil Jeetendra
Kothari, Managing Director, Mr. Poojan Keyurbhai Mehta, Director & Chief
Financial Officer, Ms. Reeya Dilip Kothari, Independent Director and Ms.
Komal Mangharam Keshwani as Company Secretary.

All Independent Directors have furnished to the Company a declaration under
Section 149(7) of the Companies Act, 2013 stating that they meet criteria of
Independence as provided under section 149(6) of the Companies Act, 2013
and SEBI Listing Regulations.

8. DECLARATIONS BY INDEPENDENT DIRECTORS-

The Independent Directors have given declarations that they meet the criteria
of independence as per the provisions of the Companies Act, 2013 and
Securities and Exchange Board of India (Listing Obligations & Disclosure
Requirements) Regulations, 2015.

The Board of Director declares that the Independent Directors in the opinion
of the Board are:

a) Persons of integrity and they possess relevant expertise and
experience;

b) Not a promoter of the Company or its holding, subsidiary or associate
company;

c) Have/had no pecuniary relationship with the company, its holding,
subsidiary or associate company or promoter or directors of the said
companies during the two immediately preceding financial year or
during the current financial year;

d) None of their relatives have or had pecuniary relationship or
transactions with the company, its holding, subsidiary or associate
company or promoter or directors of the said companies amounting to
two percent or more of its gross turnover or total income or fifty lakh
rupees whichever is lower during the two immediately preceding
financial years or during the current financial year.

e) Who, neither himself nor any of his relatives—

f) holds or has held the position of a key managerial personnel or is or
has been employee of the company or its holding, subsidiary or
associate company in any of the three financial years immediately
preceding the financial year in which he is proposed to be appointed;

g) is or has been an employee or proprietor or a partner, in any of the
three financial years immediately preceding the financial year in which
he is proposed to be appointed, of -

h) a firm of auditors or company secretaries in practice or s of the
company or its holding, subsidiary or associate company; or

i) Any legal or a consulting firm that has or had any transaction with the
company, its holding, subsidiary or associate company amounting to
ten percent. or more of the gross turnover of such firm;

j) Holds together with his relatives two percent or more of the total voting

power of the company; or is a Chief Executive or director, by whatever
name called, of any non-profit organization that receives twenty-five
percent or more of its receipts from the Company, any of its promoters,
directors or its holding, subsidiary or associate company or that holds
two per cent. Or more of the total voting power of the company;

or possess

Such other qualifications as prescribed in Rule 5 of the Companies
(Appointment and Qualification of Directors) Rules, 2014.

9. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own
performance, board committees, and individual directors pursuant to the
provisions of the Act and SEBI Listing Regulations.

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

The performance of the committees was evaluated by the board after seeking
inputs from the committee members on the basis of criteria such as the
composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of independent directors, performance of non¬
independent directors, the board as a whole and the Chairman of the
Company were evaluated, taking into account the views of executive directors
and non - executive directors

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors,
to the best of their knowledge and ability, confirm that:

-I- In the preparation of the annual accounts, the applicable Accounting
standards have been followed along with proper explanation relating to
material departures;

4- The Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affair of the
company at the end of the financial year and of the profit/loss of the
company for that period;

4- The Directors have taken proper and sufficient care for the maintenance
of the adequate accounting records in accordance with the provision of the

Companies Act 2013 safeguarding the assets of the company and
preventing and detecting fraud and other irregularities;

-I- The Directors have prepared the annual accounts of the company on going
concern basis;

4- They have laid down internal financial controls, which are adequate and
are operating effectively;

-I- They have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems are adequate and
operating effectively.

11. SHARE CAPITAL

The Issued, Subscribed & Paid up Capital of the Company as on March 31,
2024 stands at Rs. 22,40,32,800/- Divided into 2,24,03,280 Equity Shares
of Rs. 10/- each. During the period under review, the Company has not
issued shares with differential voting rights.

On the 15^th March 2024 Shareholder of the company approved increase in
Authorized capital of the company from Rs. 20,00,00,000 divided into

2.00. 00.000 equity shares of Rs. 10 (Rupees Ten only) each to Rs.

23.00. 00.000 (Rupees Twenty Three Crore only) divided into 2,30,00,000
Equity Shares of Rs. 10 (Rupees Ten only) each. Company increasing share
capital by 30,00,000 shares Equity Shares of Rs. 10 (Rupees Ten only) each

Company approved preferential allotment to promoter and non-promoter
group through Postal Ballot on the 15^th March 2024, further that after the
approval from Bombay Stock Exchange and Metropolitan Stock Exchange
company allotted 2,00,00.000 (Two Crore) fully Paid up Equity Shares of the
Company having a Face Value of Rs. 10/- (Rupee One Only) each per share
on the 6^th May 2024.

12. CHANGE IN MANAGEMENT:

There was no change in management in the year 2024-25.

13. WEB ADDRESS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft
Annual Return as on 31st March, 2025 is available on the Company’s website
i.e. https: //www.avishkardevelopers.com/

14. SUBSIDIARIES, ASSCOIATE AND JOINT VENTURE COMPANY

As on March 31, 2025 The Company has a subsidiary company named
Avishkar Keval Kunj Redevelopment Private Limited. The Company does not
have any joint ventures or associate companies as defined under the Act.

Pursuant to the provisions of Sections 129, 134 and 136 of the Companies
Act, 2013 read with Rules framed thereunder and Listing Regulations, your
Company has prepared Consolidated Financial Statements of the Company
and its Subsidiaries and a separate statement containing salient features of
financial statement of Subsidiaries in Form AOC-1 which is attached as
Annexure-A with this Annual Report.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered section 186 of the Companies Act,
2013 forms part of the notes to the financial statements provided in this
Annual Report.

16. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the
Accounting Standards referred to in Section 133 of the Companies Act, 2013.
The significant accounting policies which are consistently applied are set out
in the Notes to the Financial Statements

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company,
the particulars as prescribed under Section 134(3)(m) of the Act read with
Companies’ (Accounts) Rules, 2014 regarding Conservation of Energy and
Technology Absorption, and research and development are not applicable to
the Company.

18. FOREIGN EXCHANGE

There is no inflow and outflow of Foreign Exchange.

19. PARTICULARS OF EMPLOYEES

Your Directors wish to place on record its appreciation of the contribution
made by all employees in ensuring the highest levels of performance that your
Company has achieved during the year.

None of the employees of the Company were drawing a remuneration
exceeding Rs.102,00,000/- per annum or Rs. 850,000/- per month or part
thereof. Hence no particulars of employees as per Rule 5(2).

20. TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of Section
188(1) of the Act. The information on transactions with related parties
pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 are given in Annexure B in Form No. AOC-2 and the
same forms part of this report.

21. DEPOSITS FROM PUBLIC

During the year under review, your Company has not accepted any deposits
from public under Chapter V of the Act, no amount on account of principal or
interest on deposits from public was outstanding as on the date of the balance
sheet.

22. CORPORATE SOCIAL RESPONSIBILITY

As the Company does not fall in the mandatory bracket for Corporate Social
Responsibility pursuant to Section 135 of the Companies Act, 2013 the
Company did not adopt any activity pursuant to the same for the financial
year 2024-25.

23. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER
SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, no frauds were reported by Auditors under sub¬
section (12) of section 143.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 the Management Discussion
and Analysis is set out in this Annual Report as Annexure C.

25. AUDIT COMMITTEE

During the year under review, there was change in the composition of the Audit
Committee of the Company. Ms. Reeya Kothari (Independent Dirctor), Mr.
Poojan Keyurbhai Mehta (Director and CFO) and Mr. Kapil Kothari (Managing
Director) are the Member of the Audit Committee. All the recommendations
made by the Audit Committee were accepted by the Board.

26. NOMINATION & REMUNERATION COMMITTEE

The Committee was constituted in accordance with the provisions under
Section 178 of the Companies Act, 2013. After change in management The
Committee consists of three (3) Members, namely Ms. Reeya Kothari
(Independent Dirctor), Mr. Poojan Keyurbhai Mehta (Director & CFO) and Mr.
Kapil Kothari (Managing Director).

27. STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Committee oversees all the matters relating to Stakeholders’
grievances/complaints. The role of the Committee is to consider & resolve
securities holders’ complaint. The Committee consists of three members,
namely Ms. Reeya Kothari (Independent Dirctor), Mr. Poojan Keyurbhai Mehta
(Director & CFO) and Mr. Kapil Kothari (Managing Director)

28. STATUTORY AUDITORS AND AUDITOR’S REPORT

In 41^st Annual General Meeting of the Company M/s S D P M & Co., Chartered
Accountants (Firm Registration Number: 126741W), Ahmedabad were
appointed as Statutory Auditors of the Company for a term of five years to
hold the office of Statutory Auditor upto the Annual General Meeting for the
financial year 2028-29.

The Auditors’ Report for FY 2024-25 as submitted by S D P M & Co., Chartered
Accountants (Firm Registration Number: 126741W), the Statutory Auditors of
the company. The Auditors’ Report forming a part of this Annual Report and
neither contains any qualification, reservation nor adverse remark.

29. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are
included in the Management Discussion and Analysis, which is a part of this
report.

30. SECRETARIAL AUDIT

Your Board has appointed M/s. M K Samdani & Co, Practicing Company
Secretary, Ahmedabad as Secretarial Auditors for the financial year 2024-25
and Secretarial Audit Report for the Financial Year ended March 31, 2025 is
enclosed as Annexure D.

Regarding qualification and remarks in the Secretarial audit report, your
Board offer following explanation.

31. COST AUDIT

The maintenance of cost records has not been prescribed by the Central
Government.

32. INSURANCE:

The Company’s properties including building, plant and machinery, stocks,
stores etc. continue to be adequately insured.

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

The Company has zero tolerance for sexual harassment at workplace and has
adopted a Policy on Prevention, Prohibition and Redressal of Sexual
Harassment at workplace in line with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
the rules made thereunder. The Policy aims to provide protection to employees
at workplace and prevent and redress complaints of sexual harassment and
for matters connected or incidental thereto, with the objective of providing a
safe working environment, where employees feel secure. During the year
under review, your Company has not received any complaint pertaining to
sexual harassment and no complaint was pending as on 31st March, 2025.

34. DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961:

The Company is in compliance of the provision of Maternity Benefit Act, 1961
to the extent applicable.

35. RISK MANAGEMENT

The Company has in place Risk Management System which takes care of risk
identification, assessment and mitigation. There are no risks which in the
opinion of the Board threaten the existence of the Company. Risk factors and
its Mitigation are covered extensively in the Management Discussion and
Analysis Report forming part of this Directors’ Report.

36. RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is
reviewed by the Audit Committee of Directors as well as by the Board of
Directors. The Policy is reviewed quarterly by assessing the threats and
opportunities that will impact the objectives set for the Company as a whole.
The Policy is designed to provide the categorization of risk into threat and its
cause, impact, treatment and control measures. As part of the Risk
Management policy, the relevant parameters for protection of environment,
safety of operations and health of people at work are monitored regularly with
reference to statutory regulations and guidelines defined by the Company.

37. REPORT ON CORPORATE GOVERNANCE:

As on 31^st March, 2025, paid-up equity capital of the Company was exceeding
Rs. 10 Crores and Net Worth was not exceeding Rs. 25 Crores; therefore, the
provisions of the Corporate Governance as stipulated under Regulation 15 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
which provides for the paid-up equity capital to be more than Rs. 10 Crore
and Net worth more than Rs. 25 Crore, were not applicable to the Company
for the financial year ended 31^st March, 2025. Hence, Corporate Governance
Report is not required to be disclosed with Annual Report. It is pertinent to
mention that the Company follows majority of the provisions of the corporate
governance voluntarily as a part of Good Corporate Governance.

38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS

No significant and material order has been passed by the regulators, courts or
tribunals impacting the going concern status and Company’s operations in
future

39. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

Change in the Nature of Business:

There is no changes in the nature of business carried out by the Company,

40. Material Changes in the Business:

There is no material change in the nature of business carried out by the
Company.

41. Loan from Directors:

The Company has not accepted any loans from any of the Directors of
the Company during the financial year 2024-25.

42. Legal Proceedings Initiated By or against the Company Under Insolvency
And Bankruptcy Code And/or Other Acts:

There is no Legal Proceedings initiated by or against the Company under
Insolvency and Bankruptcy Code and/or other Acts.

43. 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:

During the year no loans were taken or from the Banks or Financial
Institutions and no such instance of One-time settlement or valuation
was done.

44. WHISTLE BLOWER POLICY/VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act,
2013 and Regulation 22 of SEBI Listing Regulation 2015 a Vigil Mechanism
for directors and employees to report genuine concerns has been established.
The Vigil Mechanism Policy has been uploaded on the website of the Company
under investor relations tab at https: / /www.avishkardevelopers.com/

45. CODE OF CONDUCT

The Company has adhered to a Code of Internal Procedures and Conduct for
Regulating, Monitoring and Reporting of Trading by Insiders and Code of
Practices and Procedures for fair disclosure of Unpublished Price Sensitive

Information Pursuant to Regulation 8(1) of the SEBI (Prohibition of Insider
Trading) Regulations, 2015 and available on the Company’s website.

46. SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the
applicable standards. The same has also been confirmed by Secretarial
Auditors of the Company.

47. ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to thank the employees, customers,
suppliers, bankers, financial institutions and various regulatory authorities
for their consistent support/ encouragement to the Company.

Your Directors would also like to thank the Members for reposing their
confidence and faith in the Company and its Management.