Avishkar Infra Realty Ltd

To,

The Members of AVISHKAR INFRA REALTY LIMITED (Formally Known as Joy Reality Limited)

Your Directors have pleasure in presenting the 41^st Annual Report of the company along with the Audited Statement of Accounts for the year ended 31^st March, 2024.

^ (Amount in Lacs)

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

During the financial year 2023-24, and 2022-2023 company has no income and company incurred net loss (after tax) of Rs. (101.50) Lakhs in comparison to previous year's incurred net loss of Rs. (5.24) Lacs.

In view of losses, no amount can be transferred to reserves.

In terms of Section 152 read with Section 149(13) of the Companies Act, 2013, Mr. Kapil Jeetendra Kothari, Managing 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.

Mr. Avinash Jadhav, Chief Financial Officer, Ms. Rachna soni (Whole-time Director), and Mr. Pritesh Haria (Independent Director) of the company resigned from their post in the company on 3^rd August 2023. After board approval Mr. Poojan Keyur Mehta was appointed as Chief Financial Officer of the company on the 10^th November 2023.

Further that Mr. Bhavin Jayant Soni, (DIN: 00132135) the Managing Director of the Company Submitted there resignation letter from the post of Managing Director on 12^th January, 2024

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 cost auditors 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.

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

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;

-I- 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;

-I- 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;

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

The Issued, Subscribed & Paid up Capital of the Company as on March 31, 2024 stands at Rs. 2,40,32,800/- Divided into 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 thorough 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.

The paid up capital of the company as on 6^th May 2024 after preferential allotment company having Paid up capital of Rs 22,40,32,800 divided into 2,24,03,280 equity shares of Rs. 10 (Rupees Ten only) each

The Company Made Public announcement as on 9th February 2023, as per the Security and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation 2011, according to which Open Offer started on 6^th April 2023 and it ends on 20th April 2023.

On 3rd August 2023, new management took the control of the company.

Following changes in the management of company:

• Ms. Rachna Soni, whole time Director of the company resigned from their post from the company on 3rd August 2023.

• Ms. Shruti Dinesh Shah, Company Secretary of the company resigned from her post in the company on 3rd August 2023.

• Mr. Avinash Jadhav, Chief Financial officer of the company resigned from his post in the company on 3rd August 2023.

• Mr. Pritesh Haria, Independent director of the company resigned from the company on 3rd August 2023.

• Mr. Bharvin Soni Managing Director of the company resigned from their post on 12^th January 2024.

• Ms. Komal Keshwani was appointed as company secretary and compliance officer of the company on 08.09.2023

Further that following Director & Managing Director appointed in the General Meeting of the company.

• Ms. Reeya Kothari was appointed as independent director of the company by the member of the company on Annual General Meeting which was held on 30.09.2023

• Mr. Poojan Keyur Mehta was appointed as Executive Director of the company by the member on Annual General Meeting which was held on 30.09.2023.

• Mr. Kapil Kothari was appointed as Director of the company the member on Annual General Meeting which was held on 30.09.2023. After that in the Extra-ordinary general meeting members approved Mr. Kapil Kothari as Managing Director of the company which is held on 3^rd February 2024.

As per the MCA notification dated 5th March, 2021 there is no requirement for providing extract of Annual Return in the Board's Report, hence the same is not provided. However the same has been uploaded on the website of the company i.e. Compliance.!' oyrealty@gmail.com

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.

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.

There is no inflow and outflow of Foreign Exchange.

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).

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 A in Form No. AOC-2 and the same forms part of this report.

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.

During the year under review, your Company does not have any subsidiaries or joint ventures or associate companies as defined under the Act.

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 2023-24.

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

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 B.

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. Audit Committee Meeting held 5 times in the year i.e: 11.05.2023,

14.08.2023, 28.10.2023, 10.11.2023, 13.02.2024.

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) During the year ended 31^st March, 2024, Two (2) Committee Meeting were held on 8^th August 2023 and 12^th January 2024.

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) During

the year ended 31st March, 2024, One (1) Committee Meeting was held on 11^th November 2023.

M/s. S D P M & Co., Chartered Accountants (Firm Registration Number: 126741W) were appointed as Statutory Auditors of the Company in board meeting held on 28^th August, 2023 and approved in the shareholder's meeting held on 3^rd February, 2024 for the audit of the year 2023-2024.

Further in the 41^St Annual General Meeting required shareholders' approval for appointment of M/s. S D P M & Co., Chartered Accountants (Firm Registration Number: 126741W) for the five year.

The Auditors' Report for FY 2023-24 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.

The statutory auditor's report do not contain any qualifications, reservations or adverse remarks or disclaimer. Secretarial audit report contains qualifications; audit report is attached to this annual report.

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.

Your Board has appointed M/s. MK Samdani & Co, Practicing Company Secretary, Ahmedabad as Secretarial Auditors for the financial year 2023-24 and Secretarial Audit Report for the Financial Year ended March 31, 2024 is enclosed as Annexure C.

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

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

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, 2024.

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.

As on 31^st March, 2024, paid-up equity capital of the Company was not 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 were not applicable to the Company for the financial year ended 31^st March, 2024. 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.

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

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

Further company change name from Joy Realty Limited to Avishkar Infra Realty Limited as approved by the shareholder on 3^rd February, 2024, the same was approved by the Bombay Stock Exchange and Metropolitan Stock Exchange on the 6^th May 2024.

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

The Company has not accepted any loans from any of the Directors of the Company during the financial year 2023-24.

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

During the year no loans were taken from the Banks or Financial Institutions and therefore details regarding the valuation are not applicable.

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

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.

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.

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.

Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto: