Your directors have pleasure in submitting herewith their 20^th Annual Report together with the
Audited Statement of Accounts for the financial year ended on 31^st March, 2024.

FINANCIAL RESULTS

The Audited financial statements of the Company as on March 31, 2024, 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”).

(AMOUNT IN LAKHS)

BUSINESS OVERVIEW:

Financial Performance:

During the financial year 2023-24 the revenue from operation stood at Rs. 128.60 Lakhs as
compare to Rs. 11517.06 Lakhs during the previous financial year 2022-23, there is a
decrease in revenue from operation. The other income of the Company stood as Rs. 101.96
Lakhs in the financial year 2023-24 as compared to Rs. 80.41 Lakhs in previous financial year
2022-23.

Further, during the financial year 2023-24, the total expenses have decreased to Rs. 219.67
Lakhs from Rs. 11533.37 Lakhs in the previous financial year 2022-23. The Company has

earned the Net Profit for the financial year 2023-24, at Rs. 7.70 Lakhs in comparison to Net
Profit of Rs. 59.28 Lakhs in previous year 2022-23.

Dividend

Your Directors have not recommended any dividend for the Financial Year ended on 31^st
March, 2024

Transfer to Reserves

During the year under review, the Company has not transferred any amount to the General
Reserves.

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 RESERVES

During the year under review, the Company has not transferred any amount to the General
Reserves.

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.

Further, loans provided by the Directors are being provided by their owned funds and for
the same declaration has been provided by the directors.

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, 2024 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

During the period under the review, Ms. Linaben Trusharkumar Patel has been appointed as an
Additional Director of the in Company as the Board Meeting held on 07^th November, 2023. Further,
her designation has been changed to Managing Director w.e.f. September 11, 2024.

Mr. Hasmukh Arvindbhai Thakkar (DIN: 00071065), Director, is ceased by tendering resignation
letter dated 8^th December, 2023, pursuant to Section 168 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) to the Company and Board had taken note of the same and intimated Registrar.

Further, there is no change in the Constitution of the Board of Directors during the Financial Year 23¬
24.

Number Of Meetings of The Board

The Board meets at regular interval with gap between two meetings not exceeding 120 days. During
the year under review, there are total Six (6) Board Meetings were held on May 17, 2023, August 01,

2023, August 31, 2023, October 27, 2023, November 07, 2023, November 10, 2023 and February 06,

2024.

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.

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 18th AGM till the conclusion of
the 23 rd AGM to be held in the year 2027.

The Auditors' Report annexed to the financial statements for the year under review does not contain
any qualifications.

Secretarial Auditor and their Report:

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Bhumika
Vipulbhai Ranpura , Practicing Company Secretary, Ahmedabad to conduct the Secretarial Audit of
the Company for the financial year 2023-24. 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 2023 -
24 is annexed herewith as “Annexure - A”.

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 for the
Financial year 2023-24.

Cost Auditor

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

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134 (3) (c) of the Companies Act, 2013 in relation to the financial statements
for the year 2023- 24, 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,
2024 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,
2024, 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”.

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 www.amrapali.co.in.

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.co.in.

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, 2024 has been
placed on the web portal of the company at www.amrapali.co.in.under Investor section.

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.

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 2023-24, the Company has not received any complaints on sexual
harassment and hence no complaints remain pending as at 31^st March, 2024.

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:

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”.

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:

19, 20,21 Narayan Chambers, 3rd Floor,

Behind Patan Hotel, Ashram Road For and on behalf of Board of Directors

Ahmedabad, Gujarat, India, 380009 Amrapali Fincap Limited

CIN: L74999GJ2004PLC044988

Sd/- Sd/-

Place: Ahmedabad Linaben Trusharkumar Patel Bhumi Atit Patel

Date: 06/09/2024 Director Non- Executive

DIN: 10380090 Independent Director

DIN: 07473437