Your directors have pleasure in submitting herewith their 31^st Annual Report together with the Audited Statement
of Accounts for the financial year ended on 31^st March, 2025.

FINANCIAL RESULTS

The Audited financial statements of the Company as on March 31, 2025, are prepared in accordance with the
relevant applicable Accounting Standards 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”).

BUSINESS OVERVIEW:

Financial Performance:

During the financial year 2024-25 the revenue from operation stood at Rs. 4,420.47 Lakhs as compare to Rs.
6,745.06 Lakhs during the previous financial year 2023-24, there is a decrease in revenue from operation. The other
income of the Company stood as Rs. 403.56 Lakhs in the financial year 2024-25 as compared to Rs. 452.40 Lakhs in
previous financial year 2023-24.

Further, during the financial year 2024-25, the total expenses have decreased to Rs. 4,711.51 Lakhs from Rs.
7,085.02 Lakhs in the previous financial year 2023-24. The Company has earned the Net Profit for the financial year
2024-25, at Rs. 115.14 Lakhs in comparison to Net Profit of Rs. 93.47 Lakhs in previous year 2023-24.

Dividend:

With a view to conserve and save the resources for future prospects of the Company, the Directors have not declared
any dividend for the financial year 2024-25.

Transfer to General Reserve:

During the Financial year 2024-25, the Company has not transferred any amount in Reserve and Surplus.

RISK MANAGEMENT:

The Company has adopted a Risk Management Policy for a systematic approach to control risks. The Risk
Management Policy of the Company lays down procedures for risk identification, evaluation, monitoring, review and
reporting. The Risk Management Policy has been developed and approved by the Senior Management in accordance
with the business strategy.

INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operation.
The scope of Internal Audit is well defined in the organization. The Internal Audit Report regularly placed before the
Audit Committee of the Board. The Management monitors and evaluates the efficacy and adequacy of internal
control system in the Company, its compliance with operating systems, accounting procedures and policies. Based
on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby
strengthening the controls continuously.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the provisions of sections 124 and 125 of the Act and Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), dividends of the Company which remained
unpaid or unclaimed for a period consecutive seven years from the date of transfer to the unpaid dividend account
shall be transferred by the Company to the Investor Education and Protection Fund (“IEPF”).

In terms of the foregoing provisions of the Act, the company is not required to transfer any funds or shares to IEPF.

DEPOSITS

The Company has neither accepted nor invited any Deposit falling within the purview of Section 73 of the
Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time,
during the year under review and therefore details mentioned in Rule 8 (5) (v) & (vi) of Companies (Accounts)
Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The company has no subsidiaries, associates or joint ventures during the period under review.

Further, there has been no subsidiaries, associates or joint venture companies which have ceased during the year.
SHARE CAPITAL

The Capital Structure of the Company for the financial year ending March 31, 2025 is as tabled below:

CHANGE IN THE NATURE OF BUSINESS:

There has been no considerable change in the business of the Company, during the period under review.
MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

In the opinion of the Board of Directors, there are no material changes and commitments made by the Company
occurring between the ends of the financial, which is influential or affecting the financial position of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Constitution of Board

Mr. Chirag Yashwantbhai Thakkar (DIN: 01993020), Director, is liable to retire by rotation at the ensuing Annual
General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read
with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for
re-appointment.

Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at
the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice
convening the ensuing AGM of the Company.

Further, there is no change in the Constitution of the Board of Directors during the Financial Year 24-25.

Number of Meetings of the Board

The Board meets at regular interval with gap between two meetings not exceeding 120 days. Four (4) Board
Meetings were held on May 30, 2024, September 06, 2024, November 13, 2024, March 12, 2025, during the financial
year 2024-25.

Declaration of Independent Directors

All the Independent Director of the Company have given their declaration that they meet the criteria of
independence as laid down under Section 149 (6) of the Act. In the opinion of the Board, they fulfill the conditions of
independence, integrity, expertise and experience (including the proficiency) as specified in the Act and the Rules
made there under and are independent of the management.

STATEMENT OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE
INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

In the opinion of the Board, they fulfill the conditions of independence, integrity, expertise and experience (including
the proficiency) as specified in the Act and the Rules made there under and are independent of the management.

Formal Evaluation of Board, Committee & Individual Directors

Pursuant to the provisions of the Companies Act, 2013, the Board and its respective members are required to carry
out performance evaluation of the board as a body, the Directors individually, Chairman as well as that of its
committees.

The Board of Directors of your Company, in order to give objectivity to the evaluation process identified an
independent process for conducting board evaluation exercise for its this financial year.

DISCLOSURE OF VARIOUS COMMITTEE OF BOARD

A) Audit Committee

The Audit Committee and the Policy are in compliance with Section 177 of the Companies Act, 2013, read
along with the applicable rules thereto.

Composition

B) NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee and the Policy are in compliance with Section 178 of the
Companies Act, 2013 read along with the applicable rules thereto.

Composition

C) STAKEHOLDERS RELATIONSHIP COMMITTEE

Our company has stakeholders' relationship committee as per the provisions of Section 178(5) of the
Companies Act, 2013. The constitution of the Stakeholders Relationship Committee is as follows:

Composition

AUDITORS
Statutory Auditor:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s.
B.B.Gusani & Associates, Chartered Accountant, Jamnagar (FRN: 0140785W), were appointed as the Statutory
Auditors of the company in the Annual General Meeting of the Company held on September 23, 2022 to hold the
office from the conclusion of 28^th AGM till the conclusion of the 33rd AGM to be held in the year 2027.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call
for any comments under Section 134 of the Companies Act, 2013. The Auditors' Report does not contain any

qualification, reservation or adverse remark. The Auditors' Report is enclosed with the financial statements in this
Annual Report.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Bhumika Vipulbhai Ranpura,
Practicing Company Secretary to undertake the Secretarial Audit of the Company. It is hereby confirmed that the
Company has complied with the provisions of SS - 1 i.e. Secretarial Standard on meetings of Board of Directors and
SS - 2 i.e. Secretarial Standards on General Meetings. The Report of the Secretarial Auditor for the FY 2024 - 25 is
annexed herewith as “Annexure - A”.

The Secretarial Auditor has provided two observations in their report. The details of observations along with
Managements reply is tabled below:

Internal Auditor:

Pursuant to Section 138 of Companies Act 2013, the Company had appointed M/S. S P Thakker & Associates,

Chartered Accountants (FRN: 155994W), as an Internal Auditor of the Company.

Details of Frauds Report by the Auditor:

There are no frauds reported by the auditor in its audit report in pursuance to section 143(12) of the Companies

Act, 2013, during the period under review.

Cost Auditor:

In terms of Section 148(1) of the Companies Act, 2013, the Cost Audit is not applicable to the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134 (3) (c) of the Companies Act, 2013 in relation to the financial statements for the year 2024¬
25, the Board of Directors state that:

a) In preparation of the annual accounts, the applicable accounting standards had been followed along with
proper explanation relating to material departures;

b) 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 affairs of the
company for the financial year ended on March 31, 2025 and of the profit and loss of the company for that
period;

c) The directors had taken proper and sufficient care 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;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The directors had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013

Details of investments, loans and guarantee under the provisions of Section 186 of the Companies Act, 2013 read
with the Companies (Meeting of Board and its Powers) Rules, 2014, as on 31^st March, 2025, are set out in Notes to
Financial Statements forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES AND POLICY

The provisions of Section 135(1) of the Companies Act, 2013, for the Corporate Social Responsibility are not
applicable to the company.

RELATED PARTY TRANSACTIONS

All the contracts or arrangements entered by the Company during the financial year with related parties were in the
ordinary course of business and on arm's length basis. During the year under review, the Company has entered into
contracts or arrangements with related parties, which are material contracts or transaction on arms' length basis,
which has been provided in Form AOC - 2 and appended as “Annexure - B”.

Further, the details of the related party transactions for the financial year 2024-25 is given in notes of the financial
statements which is part of Annual Report.

All related party transactions are presented to the Audit Committee and Board for approval. The Policy on Related
Party Transactions as approved by the Board is available on Company's website at
https://www.amrapali.com/Investors-Report.aspx?pagename=Policies.

BUSINESS RISK MANAGEMENT

The Company has formulated Risk Management Policy in order to monitor the risks and to address/ mitigate those
risks associated with the Company. The Board of Directors do not foresee any elements of risk, which in its opinion
may threaten the existence of the Company.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR
DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER
MATTER

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a remuneration
policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for
determining qualifications, positive attributes, independence of a director etc. and the same is also available on the
website of the Company at the link www.amrapali.com/Investors-Report.aspx?pagename=Policies.

PARTICULARS OF EMPLOYEES:

The ratio of the remuneration of each director to the median of employees' remuneration as per 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 annexed to this Report as Annexure-C.

The statement containing top ten employees in terms of remuneration drawn and the particulars of employees as
required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is not applicable to the company and therefore, separate annexure was not
provided in part of this report. Further, the report and the accounts are being sent to members excluding this
annexure. In terms of Section 136 of the Act, the said annexure is open for inspection in electronic mode for
Members. Any shareholder interested in obtaining a copy of the same may write to Company Secretary.

WEBLINK OF THE ANNUAL RETURN:

The copy of Annual Return in Form MGT - 7 for the financial year ending March 31, 2025 has been placed on the
web portal of the company at www.amrapali.com/Investors-Report.aspx?pagename=annret.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There is no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern
status of your Company and its operations in future.

The details of litigation on tax and other relevant matters are disclosed in the Auditors' Report and Financial
Statements which forms part of this Annual Report.

MATERNITY BENEFITS:

In accordance with the applicable provisions of the Maternity Benefits Act, the Company has ensured to comply with
the provisions as being applicable to the Company.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ATC, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual
harassment in line with the provisions of Sexual Harassment of Women at Work place (Prevention, Prohibition &
Redressal) Act, 2013 and the rules framed thereunder. Pursuant to the provisions of “The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” and rules made thereunder, the Company
has formed an Internal Complaint Committee.

During the financial year 2024-25, the Company has not received any complaints on sexual harassment and hence
no complaints remain pending as at 31^st March, 2025.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:
Conservation of Energy:

In its endeavor towards conservation of energy, the Company ensures optimal use of energy, avoid wastages and
conserve energy as far as possible.

Technology absorption:

The Company has not carried out any research and development activities.

Foreign exchange earnings and outgo:

Foreign Exchange Earnings & Outgo during the year are as under:

Earnings - Nil

Outgo - Royalty Expenses - Nil

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulation, 2015, details on Management Discussion and Analysis Report are annexed as “Annexure
-D”.

COMPANY'S AFFAIR

The Company has been engaged in the business of Financial & Capital Market as per the Main Object clause of the
Memorandum of Association of the Company.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR
DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER
MATTER

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a remuneration
policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for
determining qualifications, positive attributes, independence of a Director etc. and the same is also available on the
website of the Company at the link www.amrapali.com.

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

There has been no application made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016
against the Company.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF 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:

The Company has not entered into the One Time Settlement with the Banks or Financial Institutions during the
period review.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation, for the contribution made by the employees, at all levels
but for whose hard work, and support, the Company's achievement would not have been possible. The Directors also
wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith
reposed in the Company.

Registered office: For and on behalf of Board of Directors

Amrapali House, Opp Monte Cresto, Nr Taj Hotel, Amrapali Capital And Finance Services Limited

Sindhu Bhavan Road, Bopal, Ahmedabad, 380058 CIN: L65910GJ1994PLC118992

Sd/- Sd/-

Alkesh Dashrathlal Patel Bhumi Atit Patel

Place: Ahmedabad Chairman and Managing Director Non- Executive

Date: September 03, 2025 DIN: 00189943 Independent Director

DIN:07473437