Ajwa Fun World & Resort Ltd

To,

DEAR MEMBERS OF AJWA FUN WORLD AND RESORT LIMITED,

Your Directors have pleasure in presenting the 32^nd Annual Report together with the Audited Statement of Accounts of AJWA FUN WORLD AND RESORT LIMITED for the year ended on 31st March 2024.

FINANCIAL RESULTS:

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 256.56/- Lacs against Rs 274.37/- Lacs in the previous year which shows the Decreased in revenue by 6.49%. During the period, The Company has earned a Profit after tax of Rs 10.63 Lacs/- compared to Profit of Rs 26.18 Lacs/- in the previous year which shows the decreased by 15.55%.

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, 2024 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 2023-2024, 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, 2024 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, 2024, 55.02% of the company's total paid up capital representing 35,16,400 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 ^ 10.63 Lakhs to the General Reserve for the financial year under review.

MATERIAL CHANGES AND COMMITMENTS:

There have been one 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.

Board of Directors of the Company for effecting the sale, bifurcation, assignment, transfer and conveyance of the Property comprising of land owned by the company admeasuring 25,279 Sq Mtrs bearing CTS number NA 62 and land admeasuring 69,973 Sq Mtrs bearing CTS number NA 63 (P) situated at Village Rayantalawadi, Taluka Waghodia, District Baroda, India to Godrej Projects Development Limited” in one or more tranches/phases and either as a whole or in part for a total consideration value per square meter rate is Rs 5968.37 and subject to such terms and conditions as mutually agreed upon by the Company with the Buyer.

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.aiwaworld.com.

RELATED PARTY TRANSACTIONS:

No Related Party Transactions were entered into during the financial year 2023-2024. 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 2023-2024 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 Change in Directors during Financial Year 2023-2024

MR. PRADYUMAN INDRAVADAN PANDYA resigned as NON EXECUTIVE INDEPENDENT DIRECTOR of the Company w.e.f. 29^th Day of May, 2023

MR. DIPAK BHAGWATILAL NAGARWALA Appointed as NON EXECUTIVE DIRECTOR of the Company at an Annual General Meeting of Members held as on 29^th Day of September, 2023

MRS. ASTHA RAHIL JAIN Appointed as CFO of the Company w.e.f. 12^th Day of October, 2023

MRS. KALINDI VIMAL PATEL Resigned as CFO of the Company w.e.f. 12^th Day of October, 2023

Mr. JIGNESHBHAI RAVJIBHAI PATEL Resigned as NON EXECUTIVE DIRECTOR of the Company w.e.f. 12^th Day of October, 2023

MRS. ASTHA RAHIL JAIN Resigned as CFO of the Company w.e.f. 19^th Day of February, 2024

MRS. JYOTIBEN GOPAL PANDYA appointed as CFO of the Company w.e.f. 19^th Day of February, 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 31/03/2024:-

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

During the year, Seven (7) Board Meetings and four (4) Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Report. 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 as part of the Corporate Governance Report 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. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

(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) and Mrs. SHANTI YASHPAL NANDECHA (DIN: 06964386) 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 19^th Day of February, 2024 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. SHANTI YASHPAL NANDECHA (DIN: 06964386) 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.

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, 2024, 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, 2024; 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, 2024 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. AALAP PARIKH & ASSOCIATES, Chartered Accountants VADODARA (FRN: 147728W) 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 35^th Annual General Meeting.

The Report given by M/s. AALAP PARIKH & ASSOCIATES, Chartered Accountants VADODARA (FRN: 147728W), on the financial statements of the Company for the year 2024 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 2023 for the FY 2023-2024. 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 2023 for the F.Y. 2023-2024.

EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on 31 March, 2024 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, 2024, the total numbers of permanent employees in the Company are 20.

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: Friday, 6 September, 2024