Kamanwala Housing Construction Ltd

Dear Members,

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.

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:

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.

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.

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

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.

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

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

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).

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.

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 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.

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.

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.

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.

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 reappointment.

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.

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.

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.

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.

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.

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.

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 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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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

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.

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.

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 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 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.

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 investor@accuratesecurities.com

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.

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.