To

The Members

The Board of Directors are pleased to present the 31^st Annual Report on the business and operations of your Company for the year ended 31 March, 2018.

HIGH LIGHTS OF FINANCIAL RESULTS:

(Rs. in Lakhs)

a. Profits standalone:

During the year under review, your Company’s total revenue stood at Rs. 30,221.21 Lakhs as compared to Rs. 26,575.56 Lakh for the previous year, representing an increase of 13.71%; profit before tax stood at Rs. 13,676.17 Lakhs for the year under review as compared to Rs.11,334.16 Lakhs for the previous year representing an increase of 20.66%; and the total comprehensive income stood at Rs. 7,607.12 Lakhs as compared to Rs. 6,153.67 Lakhs for the previous year representing an increase of 23.61%.

b. Profits Consolidated :

On consolidated basis, the Company achieved revenue of Rs. 38,682.88 Lakhs as against Rs. 29,196.33 Lakhs a growth of 32.49%. Net profit after controlling interest for the Company for current year is Rs. 8,277.13 Lakhs as against Rs. 6,531.36 Lakhs in the previous year a growth of 26.73%.

APPROPRIATIONS:

a. Dividend:

The Directors have recommended payment of Rs. 3.30/- per share (@ 33% per share) on 35,484,875 Equity Shares of Rs.10/- each of the Company for the Financial Year 2017-18, for the approval of shareholders at the ensuing Annual General Meeting.

The Dividend payout on Equity Shares, if declared as above, will result in outflow of Rs. 1,171 Lakhs towards Dividend and Rs. 35 Lakhs towards Dividend Tax, resulting in total outflow of Rs. 1,206 Lakhs.

The Register of Members and Share Transfer Books of the Company will remain closed from 18^th September, 2018 to 21^st September, 2018 (both days inclusive) for the purpose of Annual General Meeting to be held on 21^st September 2018 as decided by the Board and for the payment of Equity Dividend.

The Dividend if approved at the Annual General Meeting scheduled on 21^st September, 2018, will be paid to (a) All members whose names appear on Register of Members of the Company as on 17^th September 2018 (b) and to those whose names appear as beneficial owner, as on 17^th September 2018 as furnished by National Securities Depositories Ltd. & Central Depository Services (India) Ltd for the purpose.

b. Transfer to reserves:

We propose to transfer Rs. 760.71 Lakhs to the general reserve. An amount of Rs. 5,640.60 Lakhs is proposed to be retained in the surplus at standalone level.

MANAGEMENT DISCUSSION ANALYSIS:

Management Discussion and Analysis as stipulated under Listing Regulations is presented in a separate section forming part of this Annual Report. It speaks about overall industry structure, global and domestic economic scenarios, developments in business operations/performance of the Company’s various projects, internal controls and their adequacy, risk management systems, and other material developments during the financial year 2017-18.

SUBSIDIARIES AND ASSOCIATES:

A separate statement containing the salient features of financial statements of all subsidiaries of the Company in the prescribed Form AOC-1 “Annexure-I” forms part of consolidated financial statements in compliance with Section 129(3) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts)Rules, 2014.The said form also highlights the financial performance of each of the subsidiaries, joint ventures and associate companies included in consolidated financial statements of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

In accordance with Section 136 of the Companies Act, 2013, the financial statements of the subsidiary and associate companies are available for inspection by the members at the registered office of the Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (‘AGM’).

Any members desirous of obtaining the copy of financial statements may write to the Company Secretary at the registered office of the Company. The financial statements including the consolidated financial statements, and all other documents required to be attached to this report have been uploaded on the website of the Company (www.aril.co.in).The Company has formulated policy for determining material subsidiaries. The policy may be accessed on the website of the Company (http://www.aril.co.in/ download/Material-subsidiary-Policy-ariil-final-printed.pdf).

During the year under review:

The Company acquired 70% stake in Ajmera Infra Development LLP with an objective to undertake Infra Projects especially focussing on Government tenders, bidding and leading infra projects on PAN India basis.

CONSOLIDATED FINANCIAL STATEMENTS:

As per Regulation 33 of the Securities and Exchange Board of India (LODR) Regulations, 2015 (hereinafter referred to as “Listing Regulations”) and applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the financial year 2017-18 have been prepared in compliance with applicable Accounting Standards and on the basis of Audited financial Statements of the Company, its subsidiaries and associate companies, as approved by the Respective Board of Directors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Retirement by rotation and subsequent reappointment:

In accordance with provisions of 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 the Articles of Association of the Company, Mr. Sanjay C. Ajmera, (00012496) Whole-time Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

In accordance with the provisions of the Companies Act, 2013 read with Rules issued thereunder, the Listing Regulations and Articles of Association of the Company, the Independent Directors of the Company are not liable to retire by rotation.

Declaration of independence from independent Directors:

The Company has received declaration from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16 of Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

Familiarization program for independent director:

In compliance with the requirements of Listing Regulations, the Independent Directors have been familiarized on the Board of the Company by the functional heads of various departments of the Company which includes detailed presentations on the vision and mission of the Company, its operations, business plans, technologies and also future outlook of the entire industry.

The familiarization programs extended to the Nonexecutive & Independent Directors are put up on the website of the Company from time to time at: www. aril.co.in/download/famil-iarisation-programme-for-indep.dirs.pdf

Committee of the Board:

The Company has constituted the following Committees of the Board of Directors:

1. Audit Committee;

2. Stakeholders Relationship Committee;

3. Corporate Social Responsibility Committee;

4. Nomination and Remuneration Committee; and

5. Committee of Independent Directors.

The Report of Corporate Governance contains the details of the composition of each of the above Committees, their respective role and responsibilities.

Key Managerial personnel:

Mr. Manoj I. Ajmera, Managing Director, Mr. O. p. Gandhi, Chief Financial Officer and Ms. Harshini D. Ajmera, Company Secretary of the Company are Key Managerial personnel as per the provisions of Companies Act, 2013 and rules made thereunder.

None of the Key Managerial personnel of the Company has resigned during the financial year under review.

Pecuniary Relations:

The Company does not pay any remuneration to its Non-Executive / Independent Directors except sitting fees and reimbursement of expenses for attending Meetings of the Board and of its Committees. No commission on the net profit of the Company is paid to any Director. There are no pecuniary relationships or transactions of the Non- Executive Directors vis-a-vis the Company.

Number of Board meetings:

5 meetings of the Board of Directors were held during the financial year. The details of the meetings of the Board of Directors of the Company conveyed during the financial year 2017-18 are given in the Corporate Governance Report which forms part of Annual Report.

Remuneration of directors, key managerial personnel and particulars of Employees:

The remuneration paid to Directors is in accordance with Nomination and Remuneration policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of Listing Regulations (including any statutory modification (s) or reenactments) thereof for the time being in force).

The information required under section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors /employees of the Company is set out in the “Annexure-M” to this report.

Further information as required as per the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial personnel)Rules, 2014, is appended to this report as “Annexure-III”. Nomination and Remuneration Policy:

The Company has formulated and adopted Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with Rules issued thereunder and Listing Regulations.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive Director, and Independent Directors on the Board of Directors of the Company and persons in Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under sub-section (3) of section 178 of Companies Act, 2013 (including any statutory modification(s) or re-enactment (s) thereof for time being in force).

The salient features of the Policy is set out in the Corporate Governance Report which forms part of this Annual Report. The Policy is also available on the website of the Company http://www.aril.co.in/ download/Remuneration-Policy.pdf

Performance Evaluation:

The Company has devised a policy for performance evaluation of the Board, committees and other individual Directors (including independent Directors) which includes criteria for performance evaluation of the non-executive Directors and executive Directors. The evaluation process inter-alia considers attendance of the Directors at the Board and Committee meetings, acquaintance with business, communicated inter-se Board Members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by the global peers, etc., which is in compliance with applicable laws, regulations and guidelines.

The Board carried out annual performance evaluation of the Board, Board Committee and individual Directors and Chair person. The Chairman of the respective Board Committee shared the report on evaluation with the respective committee members. The performance of each committee was evaluated by the Board, based on report of evaluation received from respective Board Committees.

The reports on performance evaluations of the individual Directors were reviewed by the chairman of the Board.

Directors responsibility statement:

Pursuant to the requirement of clause (c) of subsection (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors have 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 as at March 31, 2018 and of the profit of the Company for the year ended on that date;

(c) the Directors have 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 have prepared the annual accounts on a ‘going concern’ basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDIT COMMITTEE:

The Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 read with Rules issued thereunder and Regulation 18 of the Listing Regulations. The members of the Audit Committee are financially literate and have experience in financial management.

The Audit Committee comprises of Mr. J. J. Doshi, Independent Director (Chairman), Mr. A. C. Patel Independent Director, Mrs. Aarti Ramani Independent Woman Director, Mr. Rajnikant S. Ajmera Executive Director & Ms. Harshini D. Ajmera acts as a Company Secretary to the Audit Committee.

All recommendation made by Audit Committee were accepted by the Board of Directors of the Company.

CORPORATE GOVERNANCE REPORT:

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance forms an integral part of this Annual Report.

AUDITOR’S AND AUDITOR’S REPORT:

STATUTORY AUDITOR:

M/s. Manesh Mehta & Associates, Chartered Accountants (Firm Registration No.115832W)were appointed as Statutory Auditors of the Company at the 30^th AGM till the conclusion of 35^th AGM.

M/s. Manesh Mehta & Associate have confirmed their eligibility and qualification required under Section 139,141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Auditor’s report for the financial year ended 31^st March, 2018, on financial statements of the Company forms a part of this Annual Report. The Auditor’s Report for the Financial year ended 31^st March, 2018 does not contain any qualification, reservation or adverse remark.

Cost Auditor:

The Board of Directors, on recommendation made by Audit Committee, has appointed M/s. D R Mathuria & Co., Cost Accountants (Firm Registration No.101535) as Cost Auditor of the Company to conduct the audit of cost records for the financial year 2018-19. The remuneration proposed to be paid to the Cost Auditor, subject to ratification by the shareholders of the Company, at the ensuing 31^st Annual General Meeting would not exceed Rs. 82,500/- (Rupees Eighty two Thousand Five Hundred only)excluding taxes and out of pocket expenses, if any.

The Company has received consent from M/s D R Mathuria & Co., Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2018-19 along with a certificate confirming their independence an arm’s length relationships.

SECRETARIAL AUDITOR:

The Board of Directors of the Company has appointed Mr. Haresh Sanghvi, Practising Company Secretary (Certificate of Practise No. 3675) as the Secretarial Auditor to conduct an audit of Secretarial records for the financial year 2017-18.

The Company has received consent from Mr. Haresh Sanghvi to act as the auditor for conducting audit of Secretarial records for the financial year ending 31^st March, 2018.

The Secretarial Audit Report for the financial year ended 31^st March, 2018 is set out in “Annexure IV” to this Report. The Secretarial Audit Report does not contain any adverse remarks, qualification, or reservation except noting of delay in filing of E-form CHG-4.

Internal Auditor :

Pursuant to section 138(1) read with the Company (Accounts) Rules, 2014, Mr. Hitesh Panchal, a qualified Chartered Accountant is appointed as the Internal Auditor of the Company under whole-time employment. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board quarterly.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Your company firmly believes that employees are the most valuable assets and key players of business success and sustained growth. The Company continued to conduct various employee benefit, recreational and team building programs to enhance employee skills, motivation as also to foster team spirit. Company also conducted in-house training programs to develop leadership as well as technical/functional capabilities in order to meet future talent requirements.

EXTRACT OF THE ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and sub section (3) of Section 92 of the Companies Act, 2013, read with Rule 12 of the Company (Management and Administration) Rules, 2014 the extract of the Annual Return as at 31^st March, 2018 is provided in “Annexure - V” in prescribed format MGT-9.

RELATED PARTY TRANSACTIONS:

All contracts / arrangements / transactions entered by the Company with Related Parties were in ordinary course of business and at arms length basis.

During the year under review, the Company has not entered into any contracts /arrangements /transactions where related parties qualify as material in accordance with the policy of the Company on materiality of related party transactions.

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the policy on Related party Transactions formulated by the Company.

The details of related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Note 40 to the standalone Financial Statements of the Company.

LOANS AND INVESTMENTS:

Details of loans, guarantee and investments 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, 2018, are set out in Notes 5 & 13 to the Standalone Financial Statements of the Company.

RISK MANAGEMENT:

The board of directors of the Company has framed, implemented and monitored the risk management plan for the Company. The Audit committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

VIGIL MECHANISM:

The Whistle blower policy has been approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The same is available on the Company’s website http://www.aril.co.in/download/ whistle-blower-policy%20ariil.pdf

POLICY ON PREVENTION OF SEXUAL

HARASSMENT AT Workplace:

The Company’s policy on prevention of Sexual Harrasment at Workplace is in line with the requirements of Sexual Harassment of Women at Workplace (prevention, prohibition and Redressal) Act, 2013, prevention of Sexual Harassment of Women at Workplace Act and Rules framed thereunder. Internal Complaints Committee have also been set up to redress complaints received regarding sexual harassment.

The Company has conducted sessions for employees across the organization to build awareness amongst employees about the policy and the provisions of prevention of Sexual Harassment of Women at Workplace Act.

During the financial year 2017-18, no complaints of harassment were received under pOSH policy.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates.

CORPORATE SOCIAL RESPONSIBILITY:

During the financial year ended 31^stMarch, 2018, the Company incurred CSR expenditure of ‘94.75/- Lakhs (Rupees Ninety Four Lakhs Seventy Five Thousand only).The CSR initiatives of the Company were under the thrust areas of health & hygiene, education, water management and enhancement of vocational training.

The Company’s CSR policy and annual report on CSR activities undertaken during the financial year ended 31^st March, 2018, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility policy)Rules, 2014 (including any statutory modification (s) or re-enactment (s) thereof for the time being in force) is set out in “Annexure -Vl“ to this report.

DETAILS OF INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS:

Internal Financial control system of the Company have been designed to provide reasonable assurance with regards to recording and providing reliable financial and operational information, complying with applicable Accounting Standards.

The Company uses an established Enterprise Risk Management (ERp) system to record day to day transactions for accounting and financial reporting. The ERp system is configured to ensure that all transactions are integrated seamlessly with underlying books of accounts.

The Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read together with the Companies (Indian Accounting Standards) Rules, 2015.These are in accordance with Generally Accepted Accounting Principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Statutory Auditors.

The Company in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/ validate them as and when appropriate. The basis of such judgments and estimates are also audited by the Statutory Auditors and reviewed by the Audit Committee.

The accounts of the subsidiary and joint venture companies are audited and certified by their respective Statutory Auditors for consolidation.

AWARDS AND RECOGNITIONS:

During the year under review, MCHI-CREDAI introduced “the Golden Pillar Award “ the Oscars of Real Estate Industry and awarded our Chairman with “Life time Achievement Award” for his noble contribution throughout his journey in Real Estate.

OTHER DISCLOSURES:

1. During the year under review, the Company has not accepted any deposit within any meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)Rules, 2014.

2. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

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

4. The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out in the “Annexure - VII” to this report.

5. The Managing Director & CEo of the Company has not received any remuneration or commission from any of Company subsidiary.

6. None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or reenactment (s) thereof for the time being in force).

7. The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/Directors.

8. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

9. There were no material changes and commitments, affecting the financial position of the Company between the year ended 31^st March, 2018 and the date of Directors Report on 26^th July, 2018.

10. The Company has not bought back any of its securities during the year under review.

11. No Bonus Shares were issued during the year under review.

APPRECIATION & ACKNOWLEDGMENTS:

Your Directors thank the Central and various State Government Departments, organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

By Order of the Board of Directors

For AJMERA REALTY & INFRA INDIA LTD.

RAJNIKANT S.AJMERA

CHAIRMAN & MANAGING DIRECTOR

DIN:00010833

Place: Mumbai

Date: 26^th July, 2018

Registered office: Citi Mall, 2^nd Floor,

New Link Road, Andheri (W),

Mumbai-400053