Directors Report of Aurum Proptech Ltd.

Mar 31, 2025

The Board of Directors present the Company''s 5th Annual Report (Post - Aurum Management) and the Company''s
audited standalone and consolidated financial statements for the financial year ended March 31, 2025.

1. Financial results

The Company''s financial performance (standalone and consolidated) for the year ended March 31, 2025 is
summarized below:

Particulars	Standalone		Consolidated
	2024 - 25	2023 - 24	2024 - 25	2023 - 24
Revenue from operations
Information technology services	20	20	9,682	8,618
Rent income	1046	888	16,547	12,616
Reimbursement of expenses from customers	155	171	155	171
Total revenue from operations	1,221	1,079	26,384	21,405
Other income	2,176	1,433	2,114	1,902
Total income	3,397	2,512	28,498	23,307
Employee benefit expense	912	1,297	7,860	8.814
Finance costs	724	910	2,923	2,597
Depreciation and amortization expenses	660	795	8,236	7,251
Other expenses	1,356	1,121	13.926	12,281
Total expenses	3,652	4,123	32,945	30,943
Exceptional items	-	-	-	(144)
Loss before tax	(255)	(1,690)	(4,447)	(7,780)
Tax expense / (credit)	20	(351)	(324)	(1,185)
Loss for the year	(275)	(1,339)	(4,123)	(6,595)
Other comprehensive income / (loss)	7	(5)	(29)	(37)
Total comprehensive income / (loss)	(268)	(1,344)	(4,152)	(6,632)
Earnings per share-face vale ? 5/- each
Basic (?)	(0.51)	(3.39)	(6.16)	(14.16)
Diluted (?)	(0.51)	(3.39)	(6.16)	(14.16)

No amount is proposed to be transferred to reserves for the year ended March 31, 2025.

2. Results of operations and state of company’s Consolidated

^affairs • Total income: ? 28,498 lakhs

The highlights of the Company''s financial • EBIDTA_: ? 3 789 l_akhs

performance for the year ended March 31, 2025 are

• Loss before tax: ''4,447 lakhs

as follows:

• Loss after tax: ? 4,123 lakhs

Standalone

• Cash generated from / used in operations: ? 965

• Total income: ? 3,397 lakhs

lakhs

• EBIDTA: ? 405 lakhs

• Loss before tax: ? 255 lakhs Drn^dend

• L_{oss a}ft_er t_ax: ? 275 lakhs The Board of Directors has not recommended any

dividend for the financial year 2024-25.

• Cash generated from / used in operations:

? 102 lakhs

5. Change in objects of Rights issue

The shareholders, at their meeting held on September 26, 2024, approved a variation in the estimated utilization of
the proceeds from the Rights Issue. The variation, to a limited extent, is detailed as under:

Objects of the Issue	Estimated Cost as per LOF	Revised Cost as per Shareholders approval in FY 2022-23	Utilized Till March 2024	Estimated cost- revised as per shareholder''s approval in FY 2023-24
Product Development	'' 3,750	'' 3,750	'' 327	'' 1,060
Product Marketing	'' 3,100	'' 3,100	'' 20	'' 1,021
Identified Investments	'' 15,670	'' 15,281	'' 6,053	'' 13,559
Funding Inorganic growth General corporate purpose	'' 11,387	'' 11,776	'' 1,850	'' 10,017
Total	'' 33,907	'' 33,907	'' 8,250	'' 25,657

Further, the shareholders through a postal ballot on June 7, 2025, approved the widening of the definition of
Identified Investment to include (a) Investments made in Aurum Analytica Private Limited, NestAway Technologies
Private Limited, YieldWiseX Technologies Private Limited, and Bondsbrain Technologies Private Limited through
equity/loan/ line of credit / convertible note, etc., (b) repayment of loan and interest thereon separately taken by the
Company and utilized for the Identified Investment. (ii) (a). The unutilized amount of objects in Product Development
and Product Marketing be utilized for the purpose mentioned in the Identified Investment. (b) repayment of loan and
interest thereon separately taken by the Company and utilized for the Product Development and Product Marketing.

Unclaimed Dividend

In accordance with the provisions of Section 125 of
the Companies Act, 2013 (‘the Act'') read with the
Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules,
2016 (IEPF Rules''), the dividends declared by the
Company and remaining unclaimed for seven years
needs to be transferred to the Investor Education
and Protection Fund (IEPF).

Out of the dividends declared by the Company
during the financial year 2016-17, an amount of
'' 2,49,496/-, pertaining to 2,49,496 corresponding
equity shares, remained unclaimed for a period
of seven years. Accordingly, the said amount was
transferred to the Investor Education and Protection
Fund (IEPF) during the financial year 2024-25.

Change in Share Capital

The authorized share capital of the Company is ''
10,000 lakhs and the paid-up share capital increased
from '' 1,993 lakhs to '' 2,756 lakhs, during the
FY 2024-25, pursuant to shares issued on exercise
of employee stock options ('' 8 lakhs) and call
money on Rights issue received ('' 755 lakhs).

3. Details of material changes from the end of the
financial year till the date of the report

i. The Rights Issue Committee of the Company
at its meeting held on February 26, 2025, has
approved the Second and Final Call of '' 30/-
per share on the partly paid-up equity shares
issued on Rights basis and the call period
commenced from April 01, 2025 to April 30,
2025, pursuant to which a total of '' 13,115.04
lakhs has been received (representing around
96% of the aggregate amount due on the
Second and Final Call and pending first call) on
4,15,70,175 equity shares, which are now fully
paid up.

Further, in June 2025, a reminder notice on the
unpaid call money was given, for payments to
be made between June 16, 2025 and June 30,
2025. Pursuant to this, the Company received
''305.75 lakhs (including interest on delayed
payments) towards 9,24,811 shares and the
corporate action for the same is under process.

ii. The Securities and Exchange Board of India
(“SEBI”), vide notification dated on March
08, 2024, introduced a regulatory framework
for the facilitation of Small and Medium Real
Estate Investment Trusts (“SM REITs”) by
amending the SEBI (Real Estate Investment
Trusts) Regulations, 2014 (“REIT Regulations”),
through SEBI (Real Estate Investment Trusts)
(Amendment) Regulations, 2024 (“Amended
REIT Regulations”), thereby, paving the way to
make real estate investment more accessible
to wider set of investors and to regulate and
foster growth in the segment. The Company
through one of its subsidiaries, applied for
registration to SEBI under the regulation, and
has received the certificate of registration as
Small and Medium REIT, in the nature of ‘Amsa
Small and Medium Real Estate Investment
Trust'' on July 17, 2025.

4. Material Events During the Year Under Review

i. The Board of Directors of the Company in
its meeting held on September 10, 2024,
approved the strategic realignment of its
material subsidiary K2V2 Technologies
Private Limited (“K2V2”) to enhance focus on
its core technology offerings and leverage its
established scale. Based on the approval of
the Boards of the Company and K2V2, during
the current financial year, (i) the Company
increased its stake in K2V2 to 81.94% from
44.44% for additional investment of '' 112.30
lakhs (ii) K2V2 has sold its operations of the
business units Beyond Walls and Kylas w.e.f.
July 01, 2024. Accordingly, on and from the
quarter starting July 01, 2024 the financial
results of K2V2 comprise of assets in relation
to Sell.do.

ii. The Board of Directors of the Company,
at its meeting held on October 21, 2024,
approved the execution of a Share Purchase
Agreement (“SPA”) with Aurum Facility
Management Private Limited (“Acquirer” or
“AFM”) for transfer of its entire shareholding
of Wisetechno Private Limited (WPL), a wholly
owned subsidiary of the Company and the
Share Purchase Agreement was executed on
October 21, 2024. The shares are yet to be
transferred as on March 31, 2025.

6. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the
year under review, as stipulated under the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
(“Listing Regulations”), is presented in a separate
section, which forms part of this Annual Report.

7. Business operations of the Company and its major
subsidiaries

The Company''s and its subsidiaries (Group)
operations predominantly relate to providing
software solutions in the real estate sector. The
organizational structure of the Group is based on
the Strategic Business Units (SBU) concept. Major
developments and business performance of the
SBUs are given below:

Rental

Rental SBU delivered resilient performance with
another year of strong revenue growth and improved
profitability. The business has its geographical
footprint across 15 cities in India. Increasing the
number of units under operations and filling up the
units remains a priority as business continues to
deepen its presence.

The business recorded a Revenue of '' 16,862 lakhs
for the year 2024- 25 with a growth of 26.9% over
last year. It continues to improve its profitability.

Distribution

The Distribution segment grew marginally year-
on-year in terms of revenue, inspite of exiting from
BeyondWalls operations. This helped the segment
to manage the working capital in a much more
efficient way and also making 26% profit.

The business recorded a Revenue of '' 7,928 lakhs
for the year 2024-25 with a growth of 6.50% over
last year. It continues to improve its profitability.

Capital

With contributions from Integrow, Yield WiseX
and also the SPVs, the capital segment grew
significantly in terms of revenue. With an increase
in revenue, the segment reduced its losses
considerably during the financial year 2024-25.

The business recorded a Revenue of '' 1.594 lakhs
for the year 2024-25 with a growth of 137.20% over
last year. It continues to improve its profitability.

8. Credit rating

During the year under review, the Company has not
obtained any credit ratings.

9. Consolidated Financial Statement

In accordance with the provisions of the Companies
Act, 2013 (“the Act”) and the Listing Regulations
read with Ind AS 110-Consolidated Financial
Statements, Ind AS 28-Investments in Associates
and Joint Ventures and Ind AS 31-Interests in
Joint Ventures, the consolidated audited financial
statement forms part of this Annual Report.

10. Subsidiary, Joint Venture and Associate
companies

The details of the Company''s subsidiaries, joint
ventures, and associate companies are provided in
Annexure I to this Report.

During the year under review, companies listed
in Annexure I to this Report have become and/
or ceased to be the subsidiary, joint venture or
associate of the Company.

A statement providing details of performance
and salient features of the financial statements
of subsidiary, associate, joint venture companies,
as per Section 129(3) of the Act, is provided as
Annexure II.

The audited financial statements including the
consolidated financial statements of the Company
and all other documents required to be attached
thereto are available on the Company''s website and
can be accessed at https://www.aurumproptech.in/.

The financial statements of the subsidiaries are
available on the Company''s website and can be
accessed at https://www.aurumproptech.in/.

During the year under review, K2V2 Technologies
Private Limited, Helloworld Technologies India
Private Limited, Aurum Analytica Private Limited
and Nestaway Technologies Private Limited were
material subsidiaries of the Company as per the
Listing Regulations. The policy for determining
material subsidiaries as approved by the Board can
be accessed on the website of the Company at link
https://aurumproptech.in/investor/policies/.

11. Secretarial Standards

The Company has complied with all applicable
mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India.

12. Directors’ Responsibility Statement

Your Director''s state that:

a) in the preparation of the annual accounts for
the year ended March 31, 2025, the applicable
accounting standards read with requirements
set out under Schedule III to the Act 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 judgements 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, 2025, and of the loss 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 Act 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.

13. Corporate Governance

The Company is committed to maintain the
highest standards of governance and has also
implemented several of the best governance
practices. The Corporate Governance Report as per
the Listing Regulations forms part of this Annual

Report. Certificate from the Secretarial Auditors
of the Company confirming compliance with the
conditions of Corporate Governance is attached
to the Corporate Governance Report and forms an
integral part of this Annual Report.

14. Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Report
(BRSR) is not applicable to the Company, in
accordance with Regulation 34 of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”), as
amended.

15. Contracts or arrangements with related parties

During the year under review:

a) all contracts/arrangements/ transactions
entered by the Company with related parties
were in the ordinary course of business and on
an arm''s length basis.

b) contracts/arrangements/ transactions which
were material, were entered into with related
parties in accordance with the policy of the
Company on materiality of Related Party
Transactions and on dealing with Related
Party Transactions.

Details of contracts/arrangements/ transactions
with related parties which are required to be
reported in Form No. AOC-2 in terms of Section
134(3) (h) read with Section 188 of the Act and Rule
8(2) of the Companies (Accounts) Rules, 2014 are
provided in Annexure III to this Report.

The Policy on Materiality of Related Party
Transactions and on dealing with Related Party
Transactions is available on the Company''s website
and can be accessed at https://aurumproptech.in.

There were no materially significant related party
transactions which could have potential conflict
with the interests of the Company at large.

Members may refer to Note 21 of the Standalone
Financial Statement which sets out Related Parties
Disclosures pursuant to Ind AS.

16. Corporate Social Responsibility (CSR)

The Board of Directors of the Company has formed
a CSR Committee, in compliance with Section
135 of the Act. For the financial year 2024-25,
the Company did not met the eligibility criteria
pursuant to Section 135 of the Companies Act,
2013, for making contribution to the Corporate
Social Responsibility (CSR) Initiatives hence, the
Company made no contribution for the financial
year 2024-25.

The composition of the CSR Committee and a brief
outline of the CSR policy of the Company in the
format prescribed in the Companies (Corporate
Social Responsibility Policy) Rules, 2014 is set out
in Annexure IV of this report .

The composition of the CSR Committee and a
brief outline of the CSR policy of the Company is
available on the website of the Company at https://
aurumproptech.in/investor/policies/.

17. Risk Management

The Company has established a well-structured and
robust risk management mechanism which serves
as a cornerstone for its enterprise risk management
practices. This framework is supported by a
comprehensive risk register that identifies key
risks, evaluates their potential impact, and outlines
appropriate mitigation strategies.

By leveraging this comprehensive framework, the
Company aim to create a resilient organization that
can navigate challenges, capitalize on opportunities,
and achieve long term success.

To ensure effective oversight, a detailed report
on risk management is quarterly submitted to the
Board for review and guidance. It enables the Board
to monitor the adequacy and effectiveness of the
risk management practices and ensure alignment
with the Company''s strategic objectives.

Further details on the risk management activities
including the implementation of a risk management
policy, key risks identified and their mitigations
are covered in the Management Discussion and
Analysis Report, which forms part of this Annual
Report.

18. Internal Financial Controls

The key internal financial controls have been
documented, automated wherever possible and
embedded in the respective business processes.

Assurance to the Board on the effectiveness of
internal financial controls is obtained through
Three Lines of Defence which include:

a) Management reviews and self-assessment;

b) Continuous controls monitoring by functional
experts; and

c) Independent design and operational testing by
the Group Internal Audit function.

The Company believes that these systems provide
reasonable assurance that the Company''s internal
financial controls are adequate and operate
effectively as intended.

19. Directors and Key Managerial Personnel

i) In accordance with the provisions of Section
152 of the Act and in terms of the Articles
of Association of the Company, Mr. Srirang
Athalye (DIN: 02546964) retires by rotation
at the forthcoming AGM, and being eligible,
offers himself for re-appointment.

However, Mr. Srirang Athalye has tendered
his resignation from the Directorship of the
Company with effect from July 31, 2025. Taking
the same into consideration, Mr. Ramashrya
Yadav has been identified as the Director
liable to retire by rotation at the 12th Annual
General Meeting of the Company. Necessary
resolution for approval of the reappointment
of Mr. Ramashrya Yadav has been included
in the Notice of the forthcoming AGM of
the Company. The Board of Directors of the
Company recommend the same for approval
by the Members. The profile of Mr. Ramashrya
Yadav as required under Regulation 36(3) of
the Listing Regulations and Clause 1.2.5 of the
Secretarial Standard - 2 is given in the Notice
of the AGM, which forms part of this Annual
Report.

ii) The Board of Directors of the Company
recommended the appointment of Mr.
Ashish Deora as a Non-Executive Director
of the Company and the shareholders of the
Company approved the appointment through
Postal Ballot on June 07, 2025. Mr. Ashish Deora
assumed office as Non-Executive director on
April 30, 2025.

iii) The Company has received declarations from
all the Independent Directors of the Company
confirming that:

a. they meet the criteria of independence
prescribed under the Act and the Listing
Regulations; and

b. they have registered their names in the
Independent Directors'' Databank.

The Independent Directors have complied with
the Code for Independent Directors prescribed
under Schedule IV of the Companies Act, 2013
and the Listing Regulations. The Board of
Directors of the Company are of the opinion
that the Independent Directors of the Company
possess requisite qualifications, experience
including proficiency and expertise and they
hold the highest standards of integrity.

The Company has devised, inter alia, the
following policies viz.:

a. Familiarization Programme for
Independent Directors

b. Nomination and Remuneration Policy

The Policy for Familiarization Programme
for Independent Directors familiarizes its
Independent Directors with their roles, rights,
responsibilities in the Company, nature of
the industry in which the Company operates,
business model and related risks of the
Company, etc. There has been no change in the
policy during the year under review. The said
policy is available on the Company''s website
and can be accessed at https://aurumproptech.
in/investor/policies/.

iv) The Company''s remuneration policy is directed
towards rewarding performance, based on
review of achievements. The remuneration
policy is in consonance with existing industry
practice. There has been no change in the
policy during the year under review. The said
policy is available on the Company''s website
and can be accessed at https://aurumproptech.
in/investor/policies/.

v) None of the Directors of the Company are
disqualified for being appointed as Directors
as specified in Section 164(2) of the Act and
Rule 14(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2014.

20. Performance Evaluation

The Company has a policy for performance
evaluation of the Board, Committees and other
individual Directors (including Independent
Directors) which includes criteria for performance
evaluation of Non-Executive Directors and
Executive Directors.

The Board of Directors has carried out an
annual evaluation of its own performance, board
committees, and individual Directors pursuant
to the provisions of the Act and SEBI Listing
Regulations.

The performance of the Board was evaluated
by the Board after seeking inputs from all the
Directors on the basis of criteria such as the board
composition and structure; degree of fulfilment of
key responsibilities towards stakeholders (by way
of monitoring corporate governance practices,
participation in the long term strategic planning,
etc.); effectiveness of board processes, information
and functioning, etc.; extent of co-ordination
and cohesiveness between the Board and its
Committees; and quality of relationship between
Board Members and the Management. The Company
has a policy for performance evaluation of the
Board, Committees and other individual Directors
(including Independent Directors) which includes
criteria for performance evaluation of Executive
and Non-Executive Directors. In compliance with
the requirement of the provisions of Section 178
of the Act read with Rules framed thereunder and

Schedule IV to the Act as well as Regulation 17(10)
of the SEBI Listing Regulations, the performance
evaluation of individual directors, Board committees
and Board as a whole were carried out during the
year under review. For the Financial Year 2024-25,
the Company adopted the Internal methodology for
carrying out the Board Evaluation exercise.

In a separate meeting of Independent Directors,
performance of Non-Independent Directors, the
Board as a whole was evaluated, taking into account
the views of Executive Director and Non-Executive
Directors.

The performance evaluation process of the
Independent Director was based on the declarations
received from the Independent Directors that they
fulfilled the criteria of independence as required
under the Act and SEBI Listing Regulations.

21. Employees’ Stock Option Scheme

The Company has formulated the Aurum PropTech
Employee Stock Option Plan 2021 with an objective
of enabling the Company to attract and retain
talented human resources by offering them the
opportunity to acquire a continuing equity interest
in the Company, which will reflect their efforts in
building the growth and the profitability of the
Company.

During the financial year, the Company has allotted
1,43,100 equity shares to Directors and employees
of the Company and its subsidiaries under the
“Aurum PropTech Employee Stock Option Plan
2021” on exercise of the employee stock options.

The disclosure relating to ESOPs required to be
made under the provisions of the Companies
Act, 2013 and the Rules made thereunder and the
Securities and Exchange Board of India (Share
Based Employee Benefit and Sweat Equity)
Regulations, 2021 (SBEB Regulations) is provided on
the website of the Company http://aurumproptech.
in/investor.

Pursuant to Regulation 13 of the Securities
Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, a
certificate from Secretarial Auditor is available on

the Company''s website and can be accessed at
http://aurumproptech.in/investor.

22. Auditors and Auditors’ Report
Auditors

The Board of Directors, at its meeting held
on September 25, 2024, recommended the
appointment of M/s. Kirtane & Pandit LLP,
Chartered Accountants (Firm Registration No.
105215W/W100057), as the Statutory Auditors
of the Company from the conclusion of ensuing
Extra-Ordinary General Meeting till the conclusion
of 12th Annual General Meeting of the Company.
The said appointment was duly approved by the
Shareholders at the Extraordinary General Meeting
held on October 19, 2024.

The Board of Directors recommends the re¬
appointment of M/s. Kirtane & Pandit LLP, Chartered
Accountants for further period of five years from
the conclusion of ensuing Annual General Meeting
upto the conclusion of the 6th consecutive Annual
General Meeting to be held in the year 2030.

The Auditors'' Report does not contain any
qualification, reservation, adverse remark or
disclaimer. The Notes to the financial statements
referred in the Auditors'' Report are self-explanatory
and do not call for any further comments.

Pursuant to Section 139(1) and other applicable
provisions of the Companies Act, 2013 M/s. M S K
A & Associates, Chartered Accountants (ICAI Firm
Registration no.: 105047W) were appointed as the
Statutory Auditors of the Company at the 6th AGM
held on August 06, 2019, to hold office for a period
of 5 consecutive years from the conclusion of the
6th AGM till the conclusion of the 11th AGM of the
Company. M S K A & Associates had confirmed
that they are not disqualified from continuing as
Auditors of the Company. M/s. M S K A & Associates,
Chartered Accountants, who were reappointed by
the Board of Directors at its meeting held on April
29, 2024, for a second term of five consecutive
years, subsequently withdrew their consent to act
as Statutory Auditors of the Company, vide their
mail dated September 25, 2024.

Secretarial Auditor

The Board has appointed M/s Ainesh Jethwa &
Associates, Practicing Company Secretary, to
conduct Secretarial Audit of the Company. The
Secretarial Audit Report for the financial year
ended March 31, 2025 of the Company and its
Material Subsidiaries is annexed and marked as
Annexure V and Annexure VA & Annexure VB to
this Report. The Management shall be more vigilant
and ensure timely compliance with the applicable
provisions of the Companies Act 2013 and SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. The rest of the report is self¬
explanatory.

The Board of Directors, on the recommendation
of the Audit Committee, has appointed M/s
Ainesh Jethwa & Associates, Practicing Company
Secretary, Mumbai as the secretarial auditor for a
period of five years from the financial year 2025-26
to financial year 2029-30, subject to the approval
of the shareholders in the ensuing Annual General
Meeting. They have confirmed their eligibility for
the appointment.

Internal Auditor

The Board of Directors had appointed M/s.
Protune KSA Consultants Private Limited (CIN:
U74999MH2017PTC293746) as the Internal
Auditor for conducting the internal audit of the
Company for the financial year 2024-25.

The Board of Directors, on the recommendation
of the Audit Committee, has re-appointed
Protune KSA Consultants Private Limited (CIN:
U74999MH2017PTC293746) to conduct the
internal audit of the Company for financial year
2025-26. The Internal Auditor have confirmed their
eligibility and consented to continue as the Internal
Auditor of the Company.

Cost Audit

The provisions of Companies (Cost Records
and Audit) Rules, 2014 are not applicable to the
Company.

23. Meetings of the Board

During the financial year, six meetings of the
Board of Directors were held. The details of these

meetings, including the attendance of each
Director, are provided in the Corporate Governance
Report, which forms part of this Annual Report.

The meetings were conducted in compliance with
the applicable provisions of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The quorum was
there for all the meetings, and maximum interval
between any two consecutive meetings did not
exceed 120 days.

24. Committees of the Board

The Company has duly constituted the Committees
required under the Act read with applicable Rules
made there under and the SEBI Listing Regulations.

The Company has an Audit Committee with the
constitution, powers, and role as prescribed under
Section 177 of the Act and Regulation 18 of the
SEBI Listing Regulations.

The other statutory committees of the Board are
given below:

i) Investors'' Grievances and Stakeholders''
Relationship Committee

ii) Nomination and Remuneration Committee

iii) Corporate Social Responsibility Committee

iv) Executive Investment Committee

v) Rights Issue Committee

vi) Fund Raising Committee

Details about composition, powers, role, meetings
held and attendance of members at meetings of
the relevant Committee are provided in the Report
on Corporate Governance which forms part of this
Annual Report.

25. Vigil Mechanism and Whistle-blower Policy

The Company has established a robust Vigil
Mechanism and Whistleblower Policy in accordance
with the provisions of the Act and the Listing
Regulations.

Employees and other stakeholders are required to
report actual or suspected violations of applicable
laws and regulations and the Code of Conduct. Such
genuine concerns can be raised by a Whistle-blower

through an e-mail or dedicated telephone hotline
or directly to the Ombudsperson or to Members of
the Compliance Committee within the Organization
through face to face meeting, e-mail, telephone, or
fax. The Vigil Mechanism and Whistle-blower Policy
is available on the Company''s website and can be
accessed at https://aurumproptech.in/investor/
policies/.

26. Prevention of sexual harassment at workplace

The Company has zero tolerance for sexual
harassment at workplace and has adopted a
gender neutral Policy on the Prevention of Sexual
Harassment at its workplaces in line with the
provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules made thereunder for
prevention and redressal of complaints of sexual
harassment at workplace.

All employees (permanent, contractual, temporary
and trainees) are covered under the said policy.
During the financial year under review, the
Company has not received any complaint of Sexual
Harassment of Women at Workplace. The Company
has constituted Internal Committee(s) (“ICs”) to
redress and resolve any complaints arising under
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

For the financial year under review:

- Number of complaints received- NIL

- Number of complaints resolved- NA

- Number of cases pending for more than 90
days- NA

The Company remains committed to providing a
safe, respectful, and inclusive work environment for
all its employees.

27. The Maternity Benefit Act, 1961

The Company has duly complied with the provisions
of the Maternity Benefit Act, 1961, which aims
to regulate the employment of women in certain
establishments for specified periods before and
after childbirth, and provides for maternity and
other related benefits.

AH eligible female employees are extended the
benefits as prescribed under the Act, including
paid maternity leave, nursing breaks, and other
entitlements. The Company remains committed
to supporting the health, well-being, and work-life
balance of its women employees in accordance
with applicable laws and best practices.

28. Particulars of loans, investments, guarantees and
securities

Particulars of loans given, investments made,
guarantees given and securities provided along
with the purpose for which the loan or guarantee or
security provided is proposed to be utilized by the
recipient are disclosed in the Standalone Financial
Statement. (Please refer to Note 4.a.1, 4.a.2, 4.b.1,
4.b.2 to the Standalone Financial Statement).

29. Conservation of energy, technology absorption,
foreign exchange earnings and outgo

The particulars relating to conservation of energy,
technology absorption, foreign exchange earnings
and outgo, as required to be disclosed under the
Act, are provided in Annexure VI to this Report.

30. Annual Return

The Annual Return of the Company as on March 31,
2025 is available on the Company''s website and can
be accessed at https://aurumproptech.in/investor/
financial-information/annual-reports/.

31. Particulars of employees and related disclosures

The remuneration paid to the Directors, Key
Managerial Personnel is in accordance with the
Nomination and Remuneration Policy formulated
in accordance with Section 178 of the Act and
Regulation 19 read with Schedule II of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. Further details on the same are
given in the Corporate Governance Report which
forms part of this Annual Report.

The information required in terms of Section 197(12)
of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rule, 2014 is given below:

I. Information as per Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014

a) Ratio of the remuneration of each director
to the median remuneration of the
employees (“MRE”) of the Company for
the financial year 2024-25.

Name of the Director	Ratio to MRE
Executive Directors
Mr. Onkar Shetye	15.72
Non-Executive Directors
Mr. Vasant Gujarathi	Not Applicable
Mr. Ajit Joshi	Not Applicable
Dr. Padma Deosthali	Not Applicable
Mr. Srirang Athalye	Not Applicable
Mr. Ramashrya Yadav	Not Applicable

b) Percentage increase in remuneration of
each Director/ KMP in the financial year
2024-25:

Name of the Director/ Key Managerial Personnel	% increase in remuneration in the Financial Year 2024-25
Directors
Mr. Onkar Shetye	10%
Mr. Vasant Gujarathi	N.A
Mr. Ajit Joshi	N.A
Dr. Padma Deosthali	N.A
Mr. Srirang Athalye	N.A
Mr. Ramashrya Yadav	N.A
Key Managerial
Personnel
Mr. Kunal Karan, Chief	10%
Financial Officer
Ms. Sonia Jain,	10%
Company Secretary & Compliance Officer

c) Percentage increase in the MRE during
the financial year 2024-25: Nil

d) Number of permanent employees on the
rolls of the Company as on March 31,
2025: 57

e) Average percentage increase made
in salaries of employees other than
Managerial Personnel in the financial
year was 15% vis-a-vis an increase of 10%
in the salaries of Managerial Personnel.

f) Affirmation that the remuneration is
as per the remuneration policy of the
Company:

We affirm that the remuneration is as per
the remuneration policy of the Company.

II. Information as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014

The statement containing particulars of employees in terms of remuneration drawn is provided in a separate
annexure forming part of this report. However, having regard to Section 136 of the Act, the Annual Report
excluding the aforesaid annexure, is being sent to all the members of the Company and others entitled thereto.
The said annexure is open for inspection and any member who wishes to inspect shall send a request for the
same on the e-mail id of the Company i.e. [email protected]

32. Particulars of employees and related disclosures

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no
transactions on these matters during the year under review:

- Details relating to deposits covered under Chapter V of the Act.

- Issue of equity shares with differential rights as to dividend, voting or otherwise

- Issue of shares (including sweat equity shares) to employees of the Company, except for the grant of options
under Employees'' Stock Options Scheme referred to in this Report.

- Neither the Managing Director nor the Whole-time Directors of the Company receive any salary or commission
from any of the subsidiaries of the Company.

- No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going
concern status and Company''s operations in future

- No fraud has been reported by the Auditors to the Audit Committee or the Board.

- There has been no change in the nature of business of the Company.

- There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

- There was no instance of one-time settlement with any Bank or Financial Institution.

33. Acknowledgment

The Board places on record its deep sense of appreciation for the services committed by all the employees of
the Company. The Board would also like to express their sincere appreciation for the assistance and co-operation
received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers,
vendors and members during the year under review.

For and on behalf of the Board
Aurum PropTech Limited

Onkar Shetye Vasant Gujarathi

Date: July 23, 2025 Executive Director Non-Executive and Independent Director

Place: Navi Mumbai DIN: 06372831 DIN: 06863505

---

Mar 31, 2024

The Board of Directors hereby submits the report of the business and operations of your Company along with the audited financial statements, for the financial year ended March 31, 2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL SUMMARY

Particulars	Consolidated		Standalone
	Year ended March 31, 2024	Year ended March 31, 2023	Year ended March 31, 2024	Year ended March 31, 2023
Revenue from operations
Information Technology Services	8,618	7,057	20	132
Rent Income	12,616	5,553	888	715
Reimbursement of expenses from customers	171	77	171	77
Total Revenue from Operations	21,405	12,687	1,079	923
Other Income	1,902	1,218	1,433	663
Total Income	23,307	13,905	2,512	1,586
Employee benefits and Other expenses	21,095	14,194	2,418	2,225
Depreciation and amortization expenses	7,251	3,849	795	665
Finance costs	2,597	852	910	96
Total Expenses	30943	18,895	4,123	2,985
Share of loss of associates	-	(117)	-	-
Loss before Tax	(7,635)	(4,991)	(1,690)	(1,399)
Tax expense / (Credit)	(1185)	(1,077)	(351)	(275)
Loss for the Year	(6,595)	(4,030)	(1,339)	(852)
Other Comprehensive Income / (Loss)	(37)	21	(5)	(2)
Total Comprehensive Income / (Loss) Earnings per share of face value of '' 5/- each	(6,632)	(4,009)	(1,344)	(854)
Basic (?)	(14.16)	(7.51)	(3.39)	(2.98)
Diluted (?)	(14.16)	(7.51)	(3.39)	(2.98)

Financial Statements for the year ended March 31, 2024, have been prepared in accordance with Indian Accounting Standards (Ind-AS) as prescribed under Section 133 of the Companies Act, 2013 (hereinafter referred to as “the Act”) read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended and the Companies (Indian Accounting Standards) Amendment Rules, 2016.

2. RESULTS FROM OPERATIONS

a) Consolidated operations

Your Company reported a total income of '' 23,307 Lakhs for the year ended March 31, 2024, as compared to '' 13,905

Lakhs for the year ended March 31, 2023. Your Company made a net loss of '' 6,595 Lakhs for the year ended March 31, 2024 as compared to a net loss of '' 4,030 Lakhs for the year ended March 31, 2023.

b) Standalone Operations

Your Company reported a total income of '' 2,512 Lakhs for the year ended March 31, 2024 as compared to '' 1,586 Lakhs for the year ended March 31, 2023. Your Company made a net loss of '' 1,339 Lakhs for the year ended March 31, 2024 as compared to a net loss of '' 1,124 Lakhs for the year ended March 31, 2023.

Sr. No	Name of the Company	Nature
1.	Liv Real Solutions Private Limited (formerly known as Aurum RealTech Services Private Limited)	Wholly owned Subsidiary
2.	Aurum Softwares and Solutions Private Limited	Wholly owned Subsidiary
3.	Helloworld Technologies India Private Limited	Wholly owned Subsidiary
4.	Aurum Analytica Private Limited (formerly known as Blink Advisory Services Private Limited)	Wholly owned Subsidiary
5.	YieldWiseX Technologies Private Limited (formerly known as Vartaman Consultants Private Limited)	Wholly owned Subsidiary
6.	Cuneate Services Private Limited	Wholly owned Subsidiary
7.	Imogentechno Delta Park Private Limited	Wholly owned Subsidiary
8.	Wisetechno Private Limited	Wholly owned Subsidiary
9.	Bonds Brain Technologies Private Limited	Wholly owned Subsidiary
10.	NestAway Technologies Private Limited	Subsidiary
11.	K2V2 Technologies Private Limited	Subsidiary
12.	MonkTech Venture Private Limited	Subsidiary
13.	Integrow Asset Management Private Limited	Subsidiary
14.	Monk Tech Labs Pte. Limited	Foreign Subsidiary

The Company has incorporated Monk Tech Venture Private Limited as subsidiary on 1004-2023.

The Company has incorporated Cuneate Services Private Limited as wholly owned subsidiary on 17-04-2023.

• The Company has acquired 100% stake in YieldWiseX Technologies Private Limited (formerly known as Vartaman Consultants Private Limited) by executing Share Purchase Agreement on 29-04-2023.

3. TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves for the year ended March 31, 2024.

4. DIVIDEND

The Board of Directors has not recommended dividends for the Financial Year 2023-24.

5. CHANGE IN SHARE CAPITAL

The authorized share capital of the Company is '' 10,000 Lakhs and the paid-up share capital increased from '' 1,968 Lakhs to '' 1,993 Lakhs pursuant to allotment of equity shares under Aurum PropTech Employee Stock Option Plan 2021 during the year.

6. EMPLOYEE STOCK OPTIONS

During the financial year, the Company has allotted 5,00,667 equity shares to Directors and employees of the Company and its subsidiaries under the “Aurum PropTech Employee Stock Option Plan 2021”.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN MARCH 31, 2024 AND THE DATE OF THIS REPORT AND CHANGE IN NATURE OF BUSINESS

The Rights Issue Committee of the Company in its meeting held on 05, 2024, has approved the first call of '' 30/- per share on the partly paid-up equity shares issued on Rights basis and the call period commenced from April 01, 2024 till April 15, 2024, pursuant to which a total of '' 121,19,78,100 has been received on valid applications of the partly paid-up shares.

8. CREDIT RATING

During the year under review, the Company has not obtained any credit ratings.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has the following subsidiaries and associates:

• The Company has acquired 100% stake NestAway Technologies Private Limited by executing the Share Purchase Agreement on 28-06-2023.

• The Company has incorporated Imogentechno Delta Park Private Limited (SPV) as wholly owned subsidiary on 09-01-2024.

• The Company has incorporated Wisetechno Private Limited (SPV) as wholly owned subsidiary on 10-01-2024.

• The Company has incorporated Bondsbrain Technologies Private Limited as wholly owned subsidiary on 29-02-2024.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial position of each of the subsidiaries including capital, reserves, total assets, total liabilities, details of investment, turnover, etc. in the prescribed Form AOC - 1 (Annexure - I) forms a part of the Annual Report.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statement and related information of the Company and the financial statements of each of the subsidiary Companies are available on our website https://www. aurumproptech.in/. Any shareholder desirous of making inspection or obtaining copies of the said financial statements may write to the Company Secretary & Compliance officer at investors@ aurumproptech.in.

These documents will also be available for inspection during business hours at the registered office of the Company.

For 2023-24, K2V2 Technologies Private Limited and Helloworld Technologies India Private Limited are material subsidiaries of the Company as per the thresholds laid down under the Listing Regulations. There has been no material change in the nature of the business of the subsidiary. The policy for determining material subsidiaries as approved by the Board can be accessed on the website of the Company at link https://aurumproptech.in/investor/policies/.

10. MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), Management Discussion and Analysis Report is presented in a separate section, forms part of this Annual Report.

11. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

In accordance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended, Business Responsibility and Sustainability Report is not applicable to the Company.

12. 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 statement in terms of sub-section (3) (c) and (5) of Section 134 of the Act:

a) In preparation of the Financial Statements for the financial year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, to give a true and fair view of the state of affairs of the Company as of March 31, 2024 and of the profit and loss of the Company for the year ended on that date;

c) We 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 frauds and other irregularities;

d) Financial Statements of the Company had been prepared on a going concern basis;

e) We have laid down Internal Financial Controls to be followed by the Company which are adequate and operating effectively; and

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

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of the date of this report, the Company has six Directors, out of which three are Independent Directors including one Woman Independent Director.

Name of the Director & DIN	Designation	Original Date of Appointment
Mr. Vasant Gujarathi (DIN: 06863505)	Non-Executive Independent Director	March 03, 2020
Mr. Ajit Ravindra Joshi (DIN: 08108620)	Non-Executive Independent Director	July 23, 2021
Dr. Padma Samir Deosthali (DIN: 09250994)	Non-Executive Independent Director	July 23, 2021
Mr. Ramashrya Ramjag Yadav (DIN: 00145051)	Non-Executive Director	July 23, 2021
Mr. Srirang Yashwant Athalye (DIN: 02546964)	Non-Executive Director	May 04, 2021
Mr. Onkar Sunil Shetye* (DIN: 06372831)	Executive Director	May 04, 2021

Mr. Onkar Shetye was appointed as the Executive Whole - time director of the Company by the members vide resolution passed through postal ballot on March 08,2024 and the effective date of appointment is May 04,2024.

Independent Directors

All the Independent Directors have furnished a declaration of Independence stating that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1) and 25(8) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Directors during the year.

Further, they also declared that they have complied with Rule 6 (1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 concerning the inclusion of names in the data bank created by the Indian Institute of Corporate Affairs.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Key Managerial Personnel

Key Managerial Personnel for the financial year 2023-24

• Mr. Onkar Shetye (DIN: 06372831) - Executive Director

• Mr. Kunal Karan - Chief Financial Officer

• Ms. Sonia Jain - Company Secretary & Compliance Officer

Number of Board Meetings

Four Meetings of the Board of Directors were held during the year. The details of the Board meetings and the attendance of the Directors are given in the Corporate Governance Report which forms part of this report. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.

14. COMMITTEES OF THE BOARD

Your Company has duly constituted the Committees required under the Act read with applicable Rules made there under and the SEBI Listing Regulations.

The Company has an Audit Committee with the constitution, powers, and role as prescribed under Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations.

The other statutory committees of the Board are given below:

i) Investors'' Grievances and Stakeholders'' Relationship Committee

ii) Nomination and Remuneration Committee

iii) Corporate Social Responsibility Committee

iv) Executive Investment Committee

v) Rights Issue Committee

Details about composition, powers, role, meetings held and attendance of members at meetings of the relevant Committee are provided in the Report on Corporate Governance which forms part of this Annual Report.

15. PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual Directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure; degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long term strategic planning, etc.); effectiveness of board processes, information and functioning, etc.; extent of co-ordination and cohesiveness between the Board and its Committees; and quality of relationship between board Members and the management. The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including independent directors) which includes

criteria for performance evaluation of Executive and Non-Executive Directors. In compliance with the requirement of the provisions of Section 178 of the Act read with Rules framed thereunder and Schedule IV to the Act as well as Regulation 17(10) of the SEBI Listing Regulations, the performance evaluation of individual directors, Board committees and Board as a whole were carried out during the year under review. For the Financial Year 2023-24, the Company adopted the Internal methodology for carrying out the Board Evaluation exercise.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Director and Non-Executive Directors.

The performance evaluation process of the Independent Director was based on the declarations received from the Independent Director that they fulfilled the criteria of independence as required under the Act and SEBI Listing Regulations.

16. NOMINATION AND REMUNERATION POLICY

The Company has a policy on remuneration of Directors and Key Managerial Personnel. The policy is approved by the Nomination and Remuneration Committee and the Board of Directors of the Company.

This policy is available on the website of the Company and the link for the same is provided below: https://aurumproptech.in/investor/policies/.

17. INTERNAL CONTROL SYSTEM

A strong internal control system is pervasive in the Company. The Company has documented a robust and comprehensive internal control system for all the major processes to ensure the reliability of financial reporting.

18. INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company has in place adequate internal financial controls commensurate with the size, scale, and complexity of its operations.

The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a robust financial closure, certification mechanism for certifying adherence to various accounting policies, accounting hygiene, and accuracy of provisions and other estimates.

19. STATUTORY AUDITORS AND THEIR REPORT

Pursuant to Section 139(1) and other applicable provisions of the Companies Act, 2013 M/s. M S K A & Associates, Chartered Accountants (ICAI Firm Registration no.: 105047W) were appointed as the Statutory Auditors of the Company at the 6th AGM held on August 06, 2019, to hold office for a period of 5 consecutive years from the conclusion of the 6th AGM till the conclusion of the 11th AGM of the Company. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

Further, the report of the Statutory Auditors is provided in the financial section of the Annual Report. The observations made in the Auditors'' Report are self-explanatory and do not contain any qualifications, reservations, or adverse remarks. Therefore, it does not call for any further comments.

The Board of Directors of the Company in their meeting held on April 29, 2024 and on the recommendation of the Audit Committee of the Company has approved the re-appointment of M/s. M S K A & Associates, Chartered Accountants (ICAI Firm Registration no.: 105047W) as the Statutory Auditors of the Company for a second term w.e.f. from the conclusion of 11th Annual General Meeting till the conclusion of the 16th Annual General Meeting to be held in the year 2029 and proposed the same for approval of members of the Company in the ensuing Annual General Meeting.

20. SECRETARIAL AUDITOR

The Secretarial Audit for 2023-24 was undertaken by M/s Ainesh Jethwa & Associates. Practicing Company Secretary, the Secretarial Auditor of the Company.

The Secretarial Audit Report for the financial year ended March 31, 2024 under the Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations of the Company and its Material Subsidiaries are annexed herewith as “Annexure - II and Annexure - IIA & Annexure - IIB” respectively.

The report is self-explanatory and with regards to observation in the Secretarial Audit Report, the Board will ensure that they will be more vigilant.

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s Ainesh Jethwa & Associates, Practicing Company Secretary, Mumbai to conduct the secretarial audit of the Company for FY 2024-25. They have confirmed their eligibility for the appointment.

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

21. INTERNAL AUDITOR

As required under Section 138 of the Act and Rule 13 of the Companies (Accounts) Rules, 2014, the Internal Audit function is performed by Protune KSA Consultants Private Limited (CIN: U74999MH2017PTC293746) the Internal Auditor of the Company. The scope, functioning, periodicity, and methodology for conducting the internal audit have been formulated in consultation with the Audit Committee.

The Board of Directors, on the recommendation of the Audit Committee, has appointed Protune KSA Consultants Private Limited (CIN: U74999MH2017PTC293746) to conduct the

internal audit of the Company for FY 2024-25. They have confirmed their eligibility for the appointment.

22. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither Statutory Auditors nor Secretarial Auditor has reported to the Audit Committee any instances of fraud committed against the Company by its officers or employees, in terms of Section 143(12) of the Act.

23. COST AUDIT

The provisions of Companies (Cost Records and Audit) Rules, 2014 are not applicable to your Company.

24. RISK MANAGEMENT

The organization''s Governance Risk Compliance framework plays a vital role in mitigating enterprise risks, including technology, strategic, macroeconomic, key managerial personnel, competitive edge risks, clients and accounts risks, cybersecurity, data protection, and privacy risks, as well as contractual, execution, and delivery risks. By leveraging this comprehensive framework, the Company effectively manages and addresses these risks, ensuring a secure and stable operational environment while successfully fulfilling its commitments.

25. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN AND INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans, guarantees, and investments covered under provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

26. RELATED PARTY TRANSACTIONS

All Related Party Transactions during the financial year under review were in the ordinary course of business and at arm''s length basis and complies with the applicable provisions of the Act and SEBI Listing Regulations. There were no material significant related party transactions entered into by the Company with Promoters, Directors or

Key Managerial Personnel, etc. which may have potential conflict with the interest of the Company at large.

All the Related Party Transactions are presented to the Audit Committee and Board for their approval. Omnibus approval is given by Audit Committee for the transactions which are foreseen and repetitive. A statement of all Related Party Transactions is presented before the Audit Committee and Board every quarter, specifying the nature, value, and terms and conditions of the transactions. The said transactions are approved by the Audit Committee as well as by the Board.

The Company in terms of Regulation 23 of the SEBI Listing Regulations submits on the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards to the stock exchanges. The said disclosures can be accessed on the website of the Company at https://aurumproptech.in.

The Related Party Transactions Policy as approved by the Board is available on the Company''s website and can be accessed at https://aurumproptech.in/ investor/policies/.

Details of the transaction(s) of your Company with the entity(ies) belonging to the promoter/promoter group which hold(s) more than 10% shareholding in the Company as required under para A of Schedule V of the Listing Regulations are provided as part of the financial statements. The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Notes of Financial Statements of the Company. There are no such related party transactions required to be reported in Form AOC-2, enclosed as Annexure - III to this report.

27. ANNUAL RETURN

Pursuant to Section 92(3) of the Act, the annual return of the Company as on 31, 2024, is available on the Company''s website and can be accessed at https://aurumproptech.in/investor/financial-information/annual-reports/.

28. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In compliance with the requirement of the Act and the SEBI Listing Regulations, the Company has established a Whistle Blower Policy/ Vigil mechanism, and the same is placed on the Company''s website and can be accessed at https:// aurumproptech.in/investor/policies/.

The employees of the Company are made aware of the said policy at the time of joining the Company.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a gender neutral Policy on the Prevention of Sexual Harassment at its workplaces in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and redressal of complaints of sexual harassment at workplace.

All employees (permanent, contractual, temporary and trainees) are covered under the said policy. During the financial year under review, the Company has not received any complaint of Sexual Harassment of Women at Workplace. The Company has constituted Internal Committee(s) (“ICs”) to redress and resolve any complaints arising under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Act, the Board of Directors of the Company has formed a CSR Committee. The composition of the CSR Committee and a brief outline of the CSR policy of the Company with the amount spent by the Company on CSR activities during the year are set out in Annexure - IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy is available on the website of the Company at https:// aurumproptech.in/investor/policies/.

31. PARTICULARS OF EMPLOYEES AND REMUNERATION

The remuneration paid to the Directors, Key Managerial Personnel is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further details on the same are given in the Corporate Governance Report which forms part of this Annual Report.

The information required in terms of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is given below:

I. Information as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a) Ratio of the remuneration of each director to the median remuneration of the employees (“MRE”) of the Company for the financial year 2023-24.

Name of the Director	Ratio to MRE
Executive Directors
Mr. Onkar Shetye	13.20
Non-Executive Directors
Mr. Srirang Athalye	Not Applicable
Mr. Ramashrya Yadav	Not Applicable
Mr. Vasant Gujarathi	Not Applicable
Mr. Ajit Joshi	Not Applicable
Ms. Padma Deosthali	Not Applicable

b) Percentage increase in remuneration of each Director/ KMP in the financial year 2023-24:

Name of the Director/ % increase in Key Managerial remuneration Personnel in the financial year 2023-24
Mr. Onkar Shetye	Nil
Mr. Srirang Athalye	N.A
Mr. Ramashrya Yadav Mr. Vasant Gujarathi Mr. Ajit Joshi Mr. Kunal Karan, Chief Financial Officer	N.A
	N.A
	N.A
	15%
Ms. Sonia Jain, Company Secretary & Compliance Officer	10%

c) Percentage increase in the MRE during the financial year 2023-24: 0.54%.

d) Number of permanent employees on the rolls of the Company as on 31, 2024: 57

e) Average percentage increase made in salaries of employees other than Managerial Personnel in the financial year was 9% vis-a-vis an increase of 8% in the salaries of Managerial Personnel.

f) Affirmation that the remuneration is as per the remuneration policy of the Company:

We affirm that the remuneration is as per the remuneration policy of the Company.

II. Information as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The statement containing particulars of employees in terms of remuneration drawn is provided in a separate annexure forming part of this report. However, having regard to Section 136 of the Act, the Annual Report excluding the aforesaid annexure, is being sent to all the members of the Company and others entitled thereto. The said annexure is open for inspection and any member who wishes to inspect shall send a request for the same on the e-mail id of the Company i.e. investors@ aurumproptech.in

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material orders were passed by the regulators or courts, or tribunals impacting the going concern status and operations of the Company.

33. PUBLIC DEPOSITS

During the year the Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS, AND OUTGO

(a) Conservation of energy: considering the nature of the business of the Company, energy costs constitute a small portion of the total cost and there is not much scope for energy conservation.

(i)	the steps are taken or impact on the conservation of energy.	Not Applicable
(ii)	the steps taken by the Company for utilizing alternate sources of energy
(iii)	the capital investment in energy conservation equipment''s
(b) Technology absorption:
(i) the efforts made towards technology absorption		Not Applicable
(ii) the benefits derived like product improvement, cost reduction, product development, or import substitution
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported (b) the year of import (c) whether the technology has been fully absorbed (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv) the expenditure incurred on Research and Development		Nil

(c) Foreign exchange earnings and outgo

Total foreign exchange used and earned by Aurum PropTech Limited

	Year ended 31, 2024	Year ended 31, 2023
Exchange	19.28	11.00
used
Exchange	Nil	Nil
earned

35. PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

36. DISCLOSURE UNDER RULE 8(5)(XII) OF THE COMPANIES (ACCOUNTS) RULES,2014

During the year, there were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

37. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds required to be transferred to Investor Education and Protection Fund (IEPF).

38. CORPORATE GOVERNANCE

The Company has complied with corporate governance requirements as prescribed under the Act and the SEBI Listing Regulations. A separate section on corporate governance practices followed by the Company together with the certificate from M/s. Ainesh Jethwa & Associates., Company Secretary in Practice forms an integral part of this report.

39. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

40. ACKNOWLEDGMENT

Your directors place on record their appreciation for employees at all levels, whose hard work and solidarity have contributed to the growth and performance of your Company. Your directors also thank the customers, vendors, bankers , government and regulatory authorities, stock exchanges, and shareholders shareholders of the Company for their continued support.

For and on behalf of the Board Aurum PropTech Limited

Onkar Shetye Srirang Athalye

Date: July 19, 2024 Executive Director Non-Executive Director

Place: Navi Mumbai DIN: 06372831 DIN: 02546964

---

Mar 31, 2023

The Board of Directors hereby submits the report of the business and operations of your Company along with the audited financial statements, for the financial year ended March 31, 2023. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL SUMMARY

(Rs. in Lakhs except earning per share)
Particulars	Consolidated		Standalone
	Year ended	Year ended	Year ended	Year ended
	March 31, 2023	March 31, 2022	March 31, 2023	March 31, 2022
Revenue from operations
Information Technology Services	7,057	1,554	132	140
Rent Income	5,553	25	715	25
Reimbursement of expenses from customers	77	-	77	-
Total Operating Revenue	12,687	1,579	923	165
Other Income	1,218	522	663	490
Total Income	13,904	2,101	1586	655
Employee Benefits and other expenses	14,194	3,409	2225	1,534
Depreciation and amortization expenses	3,849	278	665	189
Finance costs	852	25	96	12
Total Expenses	18,895	3,712	2,985	1,735
Share of loss of associates	(117)	(68)	-	-
Loss before Tax	(5,107)	(1,679)	(1,399)	(1,080)
Tax expense	(1,077)	(352)	(275)	(228)
Loss for the Year	(4,030)	(1,327)	(1,124)	(852)
Other Comprehensive Income / (Loss)	21	(9)	2	(2)
Total Comprehensive Income / (Loss)	(4,009)	(1,336)	(1,122)	(854)
Earnings per share of face value of '' 5/- each
Basic (?)	(7.51)	(3.90)	(2.93)	(2.98)
Diluted (?)	(7.51)	(3.90)	(2.93)	(2.98)

Financial Statements for the year ended March 31, 2023, have been prepared in accordance with Indian Accounting Standards (Ind-AS) as prescribed under Section 133 of the Companies Act, 2013 (hereinafter referred to as "the Act”) read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended and the Companies (Indian Accounting Standards) Amendment Rules, 2016.

2. RESULTS OF OPERATIONSa) Consolidated operations

Your Company reported a total income of '' 13,905 Lakhs for the year ended March 31, 2023, as compared to '' 2,101 Lakhs for the year ended

March 31, 2022. Your Company made a net loss of '' 4,030 Lakhs for the year ended March 31, 2023 as compared to a net loss of '' 1,327 Lakhs for the year ended March 31, 2022.

b) Standalone Operations

Your Company reported a total income of '' 1,586 Lakhs for the year ended March 31, 2023 as compared to '' 655 Lakhs for the year ended March 31, 2022. Your Company made a net loss of '' 1,124 Lakhs for the year ended March 31, 2023 as compared to a net loss of '' 852 Lakhs for the year ended March 31, 2022.

3. TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves for the year ended March 31, 2023.

4. DIVIDEND

The Board of Directors has not recommended dividends for the Financial Year 2022-23.

5. CHANGE IN SHARE CAPITAL

During the year under review, the Company has issued 4,29,44,533 Equity Shares on Rights issue basis at a price of '' 80/- per fully paid Equity Shares including premium of '' 75/- per Equity Shares) and accordingly Shareholders have been allotted 4,29,44,533 Partly paid-up Equity Shares at a price of '' 20/- and the paid-up share capital increased from '' 1,431 Lakhs to '' 1968 Lakhs.

6. EMPLOYEE STOCK OPTIONS

During the financial year the Company has granted 23,01,292 stock options to Directors and employees of Company and its subsidiaries under the “Aurum PropTech Employee Stock Option Plan 2021”.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN MARCH 31, 2023 AND THE DATE OF THIS REPORT AND CHANGE IN NATURE OF BUSINESS

I. The Board of Directors of the Company in its meeting held on April 27, 2023, considered the acquisition of assets and technology platform of Myre Tech LLP and launched Aurum WiseX, a digital distribution vertical for Real Estate Investments. The acquisition got completed on April 29, 2023.

II. The Board of Directors of the Company in its meeting held on April 27, 2023, considered the acquisition of Nestway Technologies Private Limited (NestAway'') and delegated the power to the Executive Investment committee to invest the funds of the Company amounting upto '' 9,000 Lakhs. The Executive Investment Committee of the Company in its meeting held on June 01, 2023, approved the acquisition of upto 100% equity share capital of NestAway for

a cash consideration of upto '' 9,000 Lakhs. The Share Purchase Agreement has been executed on June 28, 2023. The Company is in process of acquiring the equity shares and compulsory convertible preference shares of NestAway.

8. CREDIT RATING

During the year under review, the Company has not obtained any credit ratings.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has the following subsidiaries and associates:

Sr. No	Name of the Company	Nature
1.	Aurum RealTech Services Private Limited	Wholly owned Subsidiary
2.	Aurum Softwares and Solutions Private Limited	Wholly owned Subsidiary
3.	Helloworld Technologies India Private Limited	Wholly owned Subsidiary
4.	Aurum Analytica Private Limited (formerly known as Blink Advisory Services Private Limited)	Wholly owned Subsidiary
5.	K2V2 Technologies Private Limited	Subsidiary
6.	Monk Tech Labs Pte. Limited	Subsidiary
7.	Integrow Asset Management Private Limited	Subsidiary

• Integrow Asset Management Private Limited became subsidiary w.e.f. September 01, 2022.

• The Company has acquired 100% stake in Aurum Analytica Private Limited formerly known as Blink Advisory Services Private Limited) by executing Share Purchase Agreement on August 05, 2022.

• The Company has acquired 100% stake in Vartaman Consultants Private Limited by executing Share Purchase Agreement on April 29, 2023.

• The Company has incorporated Monk Tech Venture Private Limited as subsidiary on April 10, 2023.

• The Company has incorporated Cuneate Services Private Limited as wholly owned subsidiary on April 17, 2023.

Name of the Director & DIN	Designation	Original Date of Appointment
Mr. Vasant Gujarathi (DIN: 06863505)	Non-Executive Independent Director	March 03, 2020
Mr. Ajit Ravindra Joshi (DIN: 08108620)	Non-Executive Independent Director	July 23, 2021
Mrs. Padma Samir Deosthali (DIN: 09250994)	Non-Executive Independent Director	July 23, 2021
Mr. Ramashrya Ramjag Yadav (DIN: 00145051)	Non-Executive Director	July 23, 2021
Mr. Srirang Yashwant Athalye (DIN: 02546964)	Non-Executive Director	May 04, 2021
Mr. Onkar Sunil Shetye (DIN: 06372831)	Executive Director	May 04, 2021

• The Company is in process of acquiring 100% stake of NestAway Technologies Private Limited.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial position of each of the subsidiaries including capital, reserves, total assets, total liabilities, details of investment, turnover, etc. in the prescribed Form AOC-1(Annexure IV) forms a part of the Annual Report.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statement and related information of the Company and the financial statements of each of the subsidiary Companies are available on our website https://www.aurumproptech.in/ . Any shareholder desirous of making inspection or obtaining copies of the said financial statements may write to the Company Secretary & Compliance officer at [email protected] .

These documents will also be available for inspection during business hours at the registered office of the Company.

For 2022-23, K2V2 Technologies Private Limited and Helloworld Technologies India Private Limited are material subsidiaries of the Company as per the thresholds laid down under the Listing Regulations. There has been no material change in the nature of the business of the subsidiary. The policy for determining material subsidiaries as approved by the Board can be accessed on the website of the Company at link https://aurumproptech.in/investor/ policies/.

10. MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), Management Discussion and Analysis Report is presented in a separate section, forms part of this Annual Report.

11. BUSINESS RESPONSIBILITY AND SUSTANIBILITY REPORT

In accordance with Regulation 34 of SEBI Listing Regulations, as amended, Business Responsibility and Sustainability Report is not applicable to the Company.

12. 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 statement in terms of sub-section (3) (c) and (5) of Section 134 of the Act:

a) In preparation of the Financial Statements for the financial year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, to give a true and fair view of the state of affairs of the Company as of March 31, 2023 and of the profit and loss of the Company for the year ended on that date;

c) We have taken proper and sufficient care 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 frauds and other irregularities;

d) Financial Statements of the Company had been prepared on a going concern basis;

e) We have laid down Internal Financial Controls to be followed by the Company which are adequate and operating effectively; and

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

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of the date of this report, the Company has six Directors, out of which three are Independent Directors including one Woman Independent Director.

Independent Directors

All the Independent Directors have furnished a declaration of Independence stating that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1) and 25(8) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Directors during the year.

Further, they also declared that they have complied with Rule 6 (1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 concerning the inclusion of names in the data bank created by the Indian Institute of Corporate Affairs.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Key Managerial PersonnelKey Managerial Personnel for the 2022-23

• Mr. Onkar Shetye (DIN: 06372831) - Executive Director

• Mr. Kunal Karan - Chief Financial Officer

• Ms. Sonia Jain - Company Secretary & Compliance Officem

a Ms. Khushbu Rakhecha, ceased to be Compliance Officer w.e.f. February 17, 2023 and Ms. Sonia Jain, Company Secretary was appointed as Compliance officer w.e.f. February 17, 2023.

Number of Board Meetings

Four Meetings of the Board of Directors were held during the year. The details of the Board meetings and the attendance of the Directors are given in the Corporate Governance Report which forms part of this report. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.

14. COMMITTEES OF THE BOARD

Your Company has duly constituted the Committees required under the Act read with applicable Rules made there under and the SEBI Listing Regulations.

The Company has an Audit Committee with the constitution, powers, and role as prescribed under Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations.

The other statutory committees of the Board are given below:

i) Investors'' Grievances and Stakeholders'' Relationship Committee

ii) Nomination and Remuneration Committee

iii) Corporate Social Responsibility Committee

iv) Executive Investment Committee

Details about composition, powers, role, meetings held and attendance of members at meetings of the relevant Committee are provided in the Report on Corporate Governance which forms part of this Annual Report.

15. PERFORMANCE EVALUATION

The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including independent directors) which includes criteria for performance evaluation of Executive and Non-Executive Directors. In compliance with the requirement of the provisions of Section 178 of the Act read with Rules framed thereunder and Schedule IV to the Act as well as Regulation 17(10) of the SEBI Listing Regulations, the performance evaluation of individual directors, Board committees and Board as a whole were carried out during the year under review. For the Financial Year 2022-23, the Company adopted the Internal methodology for carrying out the Board Evaluation exercise.

The performance evaluation process of the Independent Director was based on the declarations received from the Independent Director that they fulfilled the criteria of independence as required under the Act and SEBI Listing Regulations.

16. NOMINATION AND REMUNERATION POLICY

The Company has a policy on remuneration of Directors and Key Managerial Personnel. The policy is approved by the Nomination and Remuneration Committee and the Board of Directors of the Company.

This policy is available on the website of the Company and the link for the same is provided below: https:// aurumproptech.in/investor/policies/.

17. PEOPLE PRACTICES

As of March 31, 2023, Aurum PropTech Limited had a total headcount of 80. The Directors wish to place on record their appreciation for the contributions made by team members of the Company during the year under review.

18. INTERNAL CONTROL SYSTEM

A strong internal control system is pervasive in the Company. The Company has documented a robust and comprehensive internal control system for all the major processes to ensure the reliability of financial reporting.

19. INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company has in place adequate internal financial controls commensurate with the size, scale, and complexity of its operations.

The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a robust financial closure, certification mechanism for certifying adherence to various accounting policies, accounting hygiene, and accuracy of provisions and other estimates.

20. STATUTORY AUDITORS AND THEIR REPORT

Pursuant to Section 139(1) and other applicable provisions of the Companies Act, 2013 M/s. M S K A & Associates, Chartered Accountants (ICAI Firm Registration no.: 105047W) were appointed as the Statutory Auditors of the Company at the 6th AGM held on August 06, 2019, to hold office for a period of 5 consecutive years from the conclusion of the 6th AGM till the conclusion of the 11th AGM of the Company. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

Further, the report of the Statutory Auditors is provided in the financial section of the Annual Report. The observations made in the Auditors'' Report are self-explanatory and do not contain any qualifications, reservations, or adverse remarks. Therefore, it does not call for any further comments.

21. SECRETARIAL AUDITOR

The Secretarial Audit for the year 2022-23 was undertaken by M/s Ainesh Jethwa & Associates. Practicing Company Secretary, the Secretarial Auditor of the Company.

The Secretarial Audit Report for the financial year ended March 31, 2023 under the Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations of the Company and its Material

Subsidiary are annexed herewith as “Annexure-III and Annexure-III A” respectively.

The report is self-explanatory and with regards to observation in the Secretarial Audit Report, the Board will ensure that they will be more vigilant.

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s Ainesh Jethwa & Associates, Practicing Company Secretary, Mumbai to conduct the secretarial audit of the Company for 2023-24. They have confirmed their eligibility for the appointment.

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

22. INTERNAL AUDITOR

As required under Section 138 of the Act and Rule 13 of the Companies (Accounts) Rules, 2014, the Internal Audit function is performed by M/s. Protune KS Aiyar Consultants Private Limited the Internal Auditor of the Company. The scope, functioning, periodicity, and methodology for conducting the internal audit have been formulated in consultation with the Audit Committee.

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. Protune KS Aiyar Consultants Private Limited to conduct the internal audit of the Company for 2023-24. They have confirmed their eligibility for the appointment.

23. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither Statutory Auditors nor Secretarial Auditor has reported to the Audit Committee any instances of fraud committed against the Company by its officers or employees, in terms of Section 143(12) of the Act.

24. COST AUDIT

The provisions of Companies (Cost Records and Audit) Rules, 2014 are not applicable to your Company.

25. RISK MANAGEMENT

The organization''s Governance Risk Compliance framework plays a vital role in mitigating enterprise risks, including technology, strategic, macroeconomic, key managerial personnel, competitive edge risks, clients and accounts risks, cybersecurity, data protection, and privacy risks, as well as contractual, execution, and delivery risks. By leveraging this comprehensive framework, the Company effectively manages and addresses these risks, ensuring a secure and stable operational environment while successfully fulfilling its commitments.

26. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN AND INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans, guarantees, and investments covered under provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

27. RELATED PARTY TRANSACTIONS

All Related Party Transactions during the financial year under review were in the ordinary course of business and at arm''s length basis and complies with the applicable provisions of the Act and SEBI Listing Regulations. There were no material significant related party transactions entered into by the Company with Promoters, Directors or Key Managerial Personnel, etc. which may have potential conflict with the interest of the Company at large.

All the Related Party Transactions are presented to the Audit Committee and Board for their approval. Omnibus approval is given by Audit Committee for the transactions which are foreseen and repetitive. A statement of all Related Party Transactions is presented before the Audit Committee and Board every quarter, specifying the nature, value, and terms and conditions of the transactions. The said transactions are approved by the Audit Committee as well as by the Board.

The Company in terms of Regulation 23 of the SEBI Listing Regulations submits on the date of publication of its standalone and consolidated financial results for the half year, disclosures of

related party transactions on a consolidated basis, in the format specified in the relevant accounting standards to the stock exchanges. The said disclosures can be accessed on the website of the Company at https://aurumproptech.in.

The Related Party Transactions Policy as approved by the Board is available on the Company''s website and can be accessed at https://aurumproptech.in/ investor/policies/.

Details of the transaction(s) of your Company with the entity(ies) belonging to the promoter/promoter group which hold(s) more than 10% shareholding in the Company as required under para A of Schedule V of the Listing Regulations are provided as part of the financial statements. The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Notes of Financial Statements of the Company. There are no such related party transactions required to be reported in Form AOC-2, enclosed as Annexure - II to this report.

28. ANNUAL RETURN

Pursuant to Section 92(3) of the Act, the annual return of the Company as on March 31, 2023 is available on the Company''s website and can be accessed at https://aurumproptech.in/investor/ financial-information/annual-reports/.

29. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In compliance with the requirement of the Act and the SEBI Listing Regulations, the Company has established a Whistle Blower Policy/ Vigil mechanism, and the same is placed on the Company''s website and can be accessed at https:// aurumproptech.in/investor/policies/.

The employees of the Company are made aware of the said policy at the time of joining the Company.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”)

along with the Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace.

All employees (permanent, contractual, temporary and trainees) are covered under the said policy. During the financial year under review, the Company has not received any complaint of Sexual Harassment of Women at Workplace. The Company has constituted Internal Committee(s) (“ICs”) to redress and resolve any complaints arising under the POSH Act.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Act, the Board of Directors of the Company has formed a CSR Committee. The composition of the CSR Committee and a brief outline of the CSR policy of the Company with the amount spent by the Company on CSR activities during the year are set out in Annexure-I of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy is available on the website of the Company at https://aurumproptech.in/investor/ policies/.

32. PARTICULARS OF EMPLOYEES AND REMUNERATION

The remuneration paid to the Directors, Key Managerial Personnel is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further details on the same are given in the Corporate Governance Report which forms part of this Annual Report.

The information required in terms of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is given below:

I. Information as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a) Ratio of the remuneration of each director to the median remuneration of the employees (“MRE”) of the Company for the financial year 2022-23.

Name of the Director Ratio to MRE Executive Directors
Mr. Onkar Shetye	11.23X
Non-Executive Directors
Mr. Srirang Athalye Mr. Ramashrya Yadav Mr. Vasant Gujarathi	Not Applicable Not Applicable Not Applicable
Mr. Ajit Joshi	Not Applicable
Ms. Padma Deosthali	Not Applicable
b) Percentage increase in remuneration of each Director/ KMP in the financial year 2022-23: % increase in Name of the Director/ remuneration* Key Managerial in the financial Personnel year 2022-23
Mr. Onkar Shetye		46%
Mr. Srirang Athalye		N.A
Mr. Ramashrya Yadav		N.A
Mr. Vasant Gujarathi		N.A
Mr. Ajit Joshi		N.A
Mr. Kunal Karan, Chief Financial Officer		10%
Ms. Sonia Jain, Company Secretary & Compliance Officer*		29%
Ms. Khushbu Rakhecha, Compliance Officer*		60%

*Ms. Khushbu Rakhecha, ceased to be Compliance Officer w.e.f. February 17, 2023 and Ms. Sonia Jain Company Secretary was appointed as Compliance officer w.e.f. February 17, 2023. Ms. Sonia Jain acted as secretary to all the committees constituted by the Board.

c) Percentage increase in the MRE during the financial year 2022-23: -13.97%.

d) Number of permanent employees on the rolls of the Company as on March 31, 2023: 80

e) Average percentage increase made in salaries of employees other than

Managerial Personnel in the financial year was 9% vis-a-vis an increase of 36% in the salaries of Managerial Personnel.

f) Affirmation that the remuneration is as per the remuneration policy of the Company:

We affirm that the remuneration is as per the remuneration policy of the Company.

II. Information as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The statement containing particulars of employees in terms of remuneration drawn is provided in a separate annexure forming part of this report. However, having regard to Section 136 of the Act, the Annual Report excluding the aforesaid annexure, is being sent to all the members of the Company and others entitled thereto. The said annexure is open for inspection and any member who wishes to inspect shall send a request for the same on the e-mail id of the Company i.e. investors@ aurumproptech.in

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material orders were passed by the regulators or courts, or tribunals impacting the going concern status and operations of the Company.

34. PUBLIC DEPOSITS

During the year the Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS, AND OUTGO

(a) Conservation of energy: considering the nature of the business of the Company, energy costs constitute a small portion of the total cost and there is not much scope for energy

Exchange	Nil	Nil
earned

conservation.
(i)	the steps are taken or impact on the conservation of energy.			Not Applicable
(ii)	the steps taken by the Company for utilizing alternate sources of energy
(iii)	the capital investment in energy conservation equipment''s
(b) Technology absorption:
(i) the efforts made towards technology absorption				Not Applicable
the benefits derived like product improvement, cost reduction, product development, or import substitution
in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported
(b) the year of import
(c) whether the technology has been fully absorbed
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv) the expenditure incurred on Research and Development				Nil
(c) Foreign exchange earnings and Outgo Total foreign exchange used and earned by Aurum PropTech Limited ('' in Lakhs)
		Year ended March 31, 2023	Year ended March 31, 2022
Exchange used		19.28	11.00

36. STATEMENT OF MANAGEMENT RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS

The Holding Company''s Board of Directors are responsible for the preparation and presentation of these Consolidated Financial Statements in terms of the requirements of the Act that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated statement of changes in equity of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgment''s and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Consolidated Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Consolidated Financial Statements by the Directors of the Holding Company, as aforesaid. In preparing the Consolidated Financial Statements, the respective Board of Directors of the companies included in the Group are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related

to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those respective Boards of Directors of the companies included in the Group are also responsible for overseeing the financial reporting process of the Group.

37. PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

38. DISCLOSURE UNDER RULE 8(5)(XII) OF THE COMPANIES (ACCOUNTS) RULES,2014

During the year, there were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

39. CORPORATE GOVERNANCE

The Company has complied with corporate governance requirements as prescribed under the Act and the SEBI Listing Regulations. A separate section on corporate governance practices followed by the Company together with the certificate from M/s. Ainesh Jethwa & Associates., Company

Secretary in Practice forms an integral part of this report.

40. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

41. ACKNOWLEDGMENT

Your directors place on record their appreciation for employees at all levels, whose hard work and solidarity have contributed to the growth and performance of your Company. Your directors also thank the customers, vendors, bankers and shareholders of the Company for their continued support.

Your directors also thank the Central and State Governments and other statutory authorities for their continued support.

---

Mar 31, 2018

BOARD OF DIRECTORS’ REPORT

To the Members,

Your Directors are pleased to present the 5^th Board of Directors'' Report, along with the audited Financial Statements of the Company, for the financial year ended March 31, 2018.

1. FINANCIAL SUMMARY

(Rs,in Lakhs)

Particulars	Consolidated		Standalone
	Year ended March 31, 2018	Year ended March 31, 2017	Year ended March 31, 2018	Year ended March 31, 2017
Revenue from operations
Information technology services	79,884	81,335	1,999	1,527
Reimbursement of expenses from customers	720	1,282	-	33
Total Operating Revenue	80,604	82,617	1,999	1,560
Other Income	1,092	960	1,858	1,571
Total Income	81,696	83,577	3,857	3,131
Employee Benefitsand other expenses	78,344	80,247	2,687	2,653
Depreciation and amortization expenses	1,785	1,722	110	81
Finance costs	489	784	28	84
Total Expenses	80,618	82,753	2,825	2,818
Exceptional items -expense/ (income)	(1,053)	266	(1,053)	225
Profit before Tax	2,131	558	2,085	88
Tax expense/ (credit)	1,851	(115)	650	(40)
Profit after Tax	280	673	1,435	128
Other Comprehensive Income	574	(694)	10	18
Total Comprehensive Income	854	(21)	1,445	146
Earnings per share of face value of Rs. 5/- each
Basic (Rs.)	2.60	2.18	5.92	0.55
Diluted (Rs.)	2.47	2.05	5.62	0.52

Financial Statements for the year ended March 31, 2018 are the first financial statements of the Company prepared in accordance with Indian Accounting Standards (Ind-AS) as prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended and the Companies (Indian Accounting Standards) Amendment Rules, 2016. The date of transition to Ind-AS is April 1, 2016. Accordingly, numbers for all the comparative periods have been restated.

2. RESULTS OF OPERATIONS

a) Consolidated operations

The Group registered total operating revenue of Rs. 80,604 lakhs for the year ended March 31, 2018 as compared to Rs. 82,617 lakhs for the year ended March 31, 2017.

The Group earned a net profit of Rs. 280 lakhs for the year ended March 31, 2018 as compared to net profit of Rs. 673 lakhs for the year ended March 31, 2017. Analysis of the Operating Revenue region-wise, offering-wise and line-of-business wise is provided below.

Breakup of the Operating Revenue by regions

Region	Year ended March 31, 2018		Year ended March 31, 2017
	''In Lakhs	% of Revenue	''In Lakhs	% of Revenue
North America	70,689	87.7	73,114	88.5
United Kingdom	4,288	5.3	5,474	6.6
India & Asia Pacific	5,627	7.0	4,029	4.9
Total ODeratine Revenue	80,604	100.0	82,617	100.0

Breakup of the Operating Revenue by offerings

Offering	Year ended March 31, 2018		Year ended March 31, 2017
	Rs,in Lakhs	% of Revenue	Rs,in Lakhs	% of Revenue
License	1,673	2.1	2,285	2.8
Professional Services	42,328	52.5	51,688	62.6
Cloud	23,985	29.8	15,913	19.3
Support	12,618	15.6	12,731	15.3
Total Operating Revenue	80,604	100.0	82,617	100.0

Breakup of Operating Revenue by Line of Business

Line of Business	Year ended March 31, 2018		Year ended March 31, 2017
	Rs,in Lakhs	% of Revenue	Rs,in Lakhs	% of Revenue
Property & Casualty	61,689	76.5	66,920	81.0
Life & Annuities	17,754	22.0	14,375	17.4
Non-Insurance	1,161	1.5	1,322	1.6
Total Operating Revenue	80,604	100.0	82,617	100.0

b) Standalone Operations

Your Company reported a total income of Rs.3,857 lakhs for the year ended March 31, 2018 as compared to Rs. 3,131 lakhs for the year ended March 31, 2017. The Company earned a net profit of Rs. 1,435 lakhs for the year ended March 31, 2018 as compared to net profit of Rs. 128 lakhs for the year ended March 31, 2017.

3. RESERVES

No amount is proposed to be transferred to reserves for the year ended March 31, 2018.

4. DIVIDEND

The Board of Directors at its meeting held on August 3, 2017 declared a special dividend @ 20% i.e. Rs. 1/- per equity share of face value of Rs. 5/- each, which has been duly paid to Shareholders of the Company.

5. CHANGE IN SHARE CAPITAL

During the year, Authorized Share Capital of the Company was increased to Rs. 25 crores (Rupees Twenty Five crores only) from Rs. 15 crores (Rupees Fifteen crores only), vide special resolution passed by the Shareholders at the Extraordinary General Meeting of the Company held on January 11, 2018.

During the year, the Company allotted shares as per following details:

a) 3,15,512 fully paid-up equity shares of face value of Rs. 5/- each, to various employees and Managing Director of the Company, on exercise of stock options; and

b) 44,43,849 fully paid-up equity shares of face value of Rs. 5/- each, to qualified institutional buyers under Qualified Institutional Placement ("QIP").

As on March 31, 2018, the paid-up share capital of your Company stood at Rs. 14,06,11,980/- comprising 2,81,22,396 equity shares of face value of Rs. 5/- each.

6. STATEMENT OF UTILIZATION OF QIP PROCEEDS

Pursuant to Regulation 32(7A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "the SEBI Listing Regulations"), the statement of utilization of Qualified Institutional Placement (QIP) proceeds, as on March 31, 2018 as approved by the Audit Committee, is furnished below.

Rs, in Lakhs

Name of the Subsidiary	Date of	Country	Business	Total Income		Net Profit
	Incorporation			As on March 31, 2018	As on March 31, 2017	As on March 31, 2018	As on March 31, 2017
Majesco	07-Apr-1992	USA	Information Technology Services	25,510	18,417	(8,935)	(3,368)
Step Down Subsidiary
Majesco Software and Solutions Inc.	03-Jun-1991	USA	Information Technology Services	30,629	35,478	426	(140)
Cover-All Systems Inc.	26-Oct-1989	USA	Information Technology Services	16,881	18,318	3,811	4,673
Majesco Canada Limited	09-Feb-1909	Canada	Information Technology Services	776	1,172	6	(203)
Majesco Sdn Bhd.	29-Apr-1900	Malaysia	Information Technology Services	3,384	2,430	21	38
Majesco Asia Pacific Pte Limited*	26-Mar-1991	Singapore	Information Technology Services	245	41	4	(33)
Majesco (Thailand) Co. Limited*	05-Feb-2007	Thailand	Information Technology Services	NIL	NIL	(23)	(62)
Majesco Software and Solutions India Private Limited**	22-Oct-2014	India	Information Technology Services	29,512	23,888	3,488	(445)
Majesco (UK) Limited**	23-Oct-2Q14	UK	Information Technology Services	4,280	5,592	134	58

*Majesco Asia Pacific Pte Ltd. and Majesco (Thailand) Co. Ltd. are wholly-owned subsidiaries of Majesco Sdn Bhd and step down subsidiaries of Majesco, USA.

**Majesco Software and Solutions India Private Limited and Majesco (UK) Limited are wholly-owned subsidiaries of Majesco Software and Solutions Inc. and step down subsidiaries of Majesco, USA.

2018 ANNUAL REPORT | 31

Particulars	Amount (Rs. in crore)
Gross proceeds of QIP Issue	231.08
Less: Issue Expenses	5.81
Net proceeds of QIP Issue (as mentioned in Placement Document)	225.27
Less: Amount utilized for the purpose received	NIL
Balance Amount	225.27
- Temporarily invested in Fixed Deposits with the Bank(s)/ Financial Institution(s)	25.01
- Temporarily invested in Mutual Funds	200.26
- Lying in the Current Account with the Bank(s)/ Financial Institution(s)	NIL

Further, it is hereby confirmed that there has been no deviation in the use of QIP proceeds from the objects stated in the Placement Document dated January 29, 2018.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN MARCH 31, 2018 AND DATE OF THIS REPORT

There is no material change and commitments which affected the financial position of the Company, occurred between March 31, 2018 and date of this report i.e. May 14, 2018.

8. SUBSIDIARY COMPANIES

Your Company has one direct subsidiary namely Majesco, USA, in which it holds 69.75% stake, as on March 31, 2018. Majesco, USA, has eight direct and indirect wholly owned subsidiaries.

As required under Section 129(3) of the Companies Act, 2013 (hereinafter referred to as "the Act") read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the subsidiaries in the prescribed form AOC-1 is enclosed as Annexure - I to this Report.

In accordance with Section 136 of the Act, the separate accounts of the subsidiary companies will be available on the website of the Company and the Members desirous of obtaining the accounts of the Company''s subsidiaries may obtain the same upon request.

The Policy for determining Material Subsidiaries, adopted by your Board, in conformity with the SEBI Listing Regulations can be accessed on the Company''s website at https:// ir.majesco.com/policies/.

The details of subsidiary and step down subsidiaries as on March 31, 2018 are given below.

9. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report is disclosed separately in this Annual Report.

10. 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 statement in terms of subsections (3) (c) and (5) of Section 134 of the Act that:

a) In preparation of the Financial Statements for the financial year ended March 31, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) We 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 year ended on that date;

c) Proper and sufficient care had 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 frauds and other irregularities;

d) The Financial Statements of the Company had been prepared on a going concern basis;

e) We have laid down Internal Financial Controls to be followed by the Company which are adequate and operating effectively; and

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

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on date of this report, the Company has five Directors, out of those two are Independent Directors including one Woman Director.

a) Re-appointment of Mr. Radhakrishnan Sundar (DIN: 00533952) as Executive Director of the Company

The Members of the Company had appointed Mr. Radhakrishnan Sundar to hold the office as an Executive Director of the Company up to May 31, 2018. Pursuant to the recommendations of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on May 14, 2018, re-appointed. Mr. Radhakrishnan Sundar as the Executive Director for

a further term of 3 years with effect from June 1, 2018 till May 31, 2021, subject to approval of shareholders at the ensuing Annual General Meeting ("AGM").

Keeping in view that Mr. Radhakrishnan Sundar has rich and varied experience in the industry and has been involved in the operations of the Company over a long period of time, it would be in the interest of the Company to continue the employment of Mr. Radhakrishnan Sundar as the Executive Director. The Board recommends the same for member''s approval at the ensuing AGM.

b) Retirement by rotation

Mr. Ketan Mehta (DIN: 00129188) Non-Executive Director retires by rotation at the forthcoming AGM and being eligible, offers himselffor reappointment.

c) Independent Directors

During the year under review, Dr. Arun Maheshwari (DIN: 01682147) resigned as an Independent Director from the Board with effect from August 3, 2017. All Independent directors have furnished declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Act.

d) Key Managerial Personnel

Key Managerial Personnel for the financial year 2017-18

- Mr. Farid Kazani (DIN: 06914620)- Managing Director

- Mr. Radhakrishnan Sundar (DIN: 00533952) -Executive Director

- Mr. Kunal Karan - Chief Financial Officer

- Mr. Nishant S. Shirke - Company Secretary

During the year under review, there was no change in the Key Managerial Personnel.

Mr. Nishant S. Shirke ceased to be the Company Secretary of the Company w.e.f. April 17, 2018. Based on recommendations of the Nomination and Remuneration Committee, the Board, at its meeting held on May 14, 2018, appointed Mrs. Varika Rastogi as the Company Secretary of the Company with effect from May 14, 2018.

e) Number of Board meetings

The Board of Directors of the Company met seven times during the financial year 2017-18. The details of the Board meetings and the attendance of the Directors, are given in Corporate Governance Report, which forms part of this report.

12. COMMITTEES OF THE BOARD

Your Company has duly constituted the Committees required under the Act read with applicable Rules made under and the SEBI Listing Regulations.

The Company has an Audit Committee with the constitution, powers and role as are prescribed under Section 177 of the Act and Regulation 18 of the Listing Regulations. The Constitution of the Audit Committee and its powers & role are mentioned in the Corporate Governance Report which is a part of this Annual Report.

The other statutory committees of the Board are given below:

i) Investors'' Grievances and Stakeholders'' Relationship Committee

ii) Nomination and Remuneration Committee

iii) Corporate Social Responsibility Committee

Details with regard to composition, powers, role, meetings held and attendance of members at such meetings of the relevant Committee are provided in the Report on Corporate Governance which forms part of this Annual Report.

13. BOARD''S PERFORMANCE EVALUATION

In compliance with requirement of the provisions of Section 178 of the Act read with Rules framed there under and Schedule IV to the Act as well as Regulation 17 (10) of the SEBI Listing Regulations, the performance evaluation of the Board as a whole and individual directors was carried out during the year under review. As a best practice, the method of formal performance evaluation combines Internal Assessment and Assessment by external expert(s). The Company had adopted the same methodology for carrying out Board Evaluation exercise.

With the help of an outside expert, a structured questionnaire was prepared, after taking into consideration, inputs received from the Directors, covering various aspects of the Board''s functioning such as Board Structure & Development, Board Meetings & Materials, Key Board Responsibilities & Reporting, Board Management Relationship, Board Committees'' Effectiveness, Board Mission.

The outcome of the evaluation of the Board was discussed at the meeting of Nomination and Remuneration Committee in detail.

14. NOMINATION AND REMUNERATION POLICY

The Company has a policy on remuneration of Directors and Key Managerial Personnel. The policy is approved by the Nomination and Remuneration Committee and the Board of Directors.

This policy is available on website of the Company and the link for the same is provided below: https://ir.majesco.com/ policies/.

15. PEOPLE PRACTICES

Majesco Group deploys its intellectual capability to create and deliver intellectual property-driven solutions that make a positive business impact for its global clients. For this, the key success enabler and most vital resource is world-class talent. Majesco Group continually undertakes measures to attract and retain such high quality talent.

The Human Resources team has been on a path of continuous progress and improvement, constantly on the lookout for creating better employees experience over the last year.

Employee Friendly Policies: A significant step taken during the year 2017-18 towards better employee experience was to bring in changes to various HR policies to make them more employee friendly. Starting from 8 days'' work-from-home in a month to half day compensatory off, myriad policy tweaks were brought in. These changes have been welcomed by employees with open arms.

CHORDS: Teams to work effectively, often need some external stimuli and intervention. Team building can be an effective tool to bring the team members together, learn and function better to improve communication, productivity and other desirable attributes. HR team has facilitated multitude of these sessions across different projects and Business Unit''s with participants ranging from Software Engineer to Senior Vice President.

Geek Cafe: Continuous learning plays an important role in improving productivity. Geek Cafe is an initiative to leverage the expertise within to build a better knowledge base and help employees improve their technical and functional capabilities. HR team has been introducing this in various Business Unit''s across offshore.

Annual Awards: Employees'' recognition plays a key role in keeping morale up and employees engaged. While there were quarterly awards and SPOT awards, there was a need to introduce something to bring in more excitement and anticipation. Keeping this into consideration, the ''Annual Awards'' were launched - a whole new categories of awards to recognize excellence, innovation & team spirit along with sizeable rewards for the winners.

Work ethics awareness campaign: Strong work ethics speak volumes about an organization and its culture. HR team took up an awareness campaign to share information about desired work ethics at Majesco and its importance.

Policy awareness campaign: Majesco has many employee benefit policies but not all employees are aware of them. Hence a policy awareness campaign was initiated wherein each month, one policy gets highlighted.

You matter! Upwards feedback: In line with Majesco value of ''Openness & Transparency'' wherein we would like to encourage upwards feedback so as to help build a strong leadership team, HR team rolled out a new initiative called ''You Matter!''

Fun-n-Joy & Majesco United: In addition to celebrating the traditional events and festivals, a host of new events was added such as International Men''s Day, Majesco Anniversary Week, Red FM Corporate Hungama, BrainBout, Back to School, etc.

As on March 31, 2018, Majesco Group had a total head count of 2,472 (including contractors'' employees). The Directors wish to place on record their appreciation for the contributions made by employees to the Company during the year under review.

16. INTERNALCONTROLSYSTEM

A strong internal control system is pervasive in the Company. The Company has documented a robust and comprehensive internal control system for all the major processes to ensure reliability of financial reporting.

17. INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations.

During the year, such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has a robust financial closure, certification mechanism for certifying adherence to various accounting policies, accounting hygiene and accuracy of provisions and other estimates.

18. STATUTORY AUDITORS AND THEIR REPORT

At the 2^nd AGM held on April 30, 2015, M/s. Varma & Varma, Chartered Accountants have been appointed as the Statutory Auditors of the Company for a period of five years. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

Further, the report of the Statutory Auditors is provided in the financial section of the Annual Report. The observations made in the Auditors'' Report are self-explanatory and not contain any qualification. Therefore, it does not call for any further comments.

19. SECRETARIALAUDIT

In terms of Section 204 of the Act and Rules made there under, M/s. Abhishek Bhate & Co. Practicing Company Secretary, Thane has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure - II to this report. The report is self-explanatory and does not contain any qualification. Therefore, it does not call for any further comments.

20. INTERNALAUDITORS

As required under Section 138 of the Act and Rule 13 of the Companies (Accounts) Rules, 2014, the Internal Audit function is carried out by M/s. Suresh Surana & Associates LLP, Chartered Accountants. The Internal Auditors present their report to the Audit Committee. The scope, functioning, periodicity and methodology for conducting the internal audit has been formulated in consultation with the Audit Committee.

21. RISK MANAGEMENT

The Company has constituted a Risk Management Committee to frame, implement and monitor Risk Management Plan of the Company. The Audit Committee quarterly reviews the risks and remedial measures taken. The risks are identified and discussed by Committee at its meeting at regular intervals. The various risks are categorized as High risk, Medium risk and Low risk and appropriate steps/ measures are taken/ initiated, to mitigate the identified risks from time to time.

22. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans, guarantees, investments covered under provisions of Section 186 of the Act are provided in the notes to the Financial Statements.

23. RELATED PARTYTRANSACTIONS

All Related Party Transactions during the financial year under review, were at arm''s length basis and are in compliance with the applicable provisions of the Act and SEBI Listing Regulations. There were no material significant related party transactions entered into by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large.

All the Related Party Transactions are presented to the Audit Committee and Board for their approval. Omnibus approval is given by Audit committee for the transactions which are foreseen and repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee and Board on quarterly basis, specifying the nature, value and terms and conditions of the transactions. The said transactions are approved by Audit Committee as well as by Board.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website at https:// ir.majesco.com/policies/.

Details of related party transactions is provided in Form AOC-

2, enclosed as Annexure - III to this report.

24. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year ended March 31, 2018.

25. EXTRACTOFANNUALRETURN

Pursuant to Section 92(3) of the Act, the extract of annual return in Form MGT-9 is enclosed as Annexure - IV to this report.

26. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In compliance with the requirement of the Act and the SEBI Listing Regulations, the Company has established a Whistle Blower Policy/ Vigil mechanism and the same is placed on the Company''s website at https://ir.majesco.com/policies.

The employees of the company are made aware of the said policy at the time of joining the Company.

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company follows a strict zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under, for prevention and redressal of complaints of sexual harassment at workplace.

During the financial year 2017-18, the Company has not received any complaint on sexual harassment.

28. EMPLOYEE STOCK OPTIONS

The Board of Directors hereby confirm that there is no material change in the ESOP scheme plan I of the Company and the ESOP plan is in compliance with the SEBI (Share based Employee Benefits) Regulations, 2014. The required disclosure is enclosed as Annexure - V.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Act, the Board of Directors of the Company has formed a Corporate Social Responsibility Committee. The composition of CSR Committee and brief outline of the CSR policy of the Company with the initiative undertaken by the Company on CSR activities during the year are set out in Annexure - VI of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Policy is available on the website of the Company at https://ir.majesco.com/policies.

30. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required in terms of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is given below:

A. Information as per Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name of the Directors	Ratio to median remuneration
Executive Directors
Mr. Farid Kazani	22.87
Mr. Radhakrishnan Sundar	3.54
Non-Executive Directors
Mr. Venkatesh N. Chakravarty	Not Applicable
Mr. Ketan Mehta	Not Applicable
Dr. Arun Maheshwari	Not Applicable
Mrs. Madhu Dubhashi	Not Applicable

b) The percentage of increase in remuneration of each Director, Chief Financial Officer, Company Secretary in the financial year:

Name of the Directors / Key Managerial Personnel	% increase in remuneration* in the financial year 2017-18
Mr. Farid Kazani	12.1%
Mr. Radhakrishnan Sundar	NIL
Mr. Venkatesh N. Chakravarty	Not Applicable
Dr. Arun Kumar Maheshwari	Not Applicable
Mr. Ketan Mehta	Not Applicable
Mrs. Madhu Dubhashi	Not Applicable
Mr. Kunal Karan, Chief Financial Officer	21.7%
Mr. Nishant S. Shirke, Company Secretary	19.6%

*Remuneration comprises ofGross Salary, Contribution to Provident Fund,

Superannuation Fund & National Pension Scheme and Incentive.

c) Percentage of increase in the median remuneration of employees during the financial year ended March 31, 2018: 2.4%

d) Number of permanent employees on the rolls of the Company as on March 31, 2018:110 employees

e) Average percentage increase made in the salaries of employee other than the Managerial Personnel in the financial year was 11% vis a vis increase of 11.8% in the salaries of Managerial Personnel.

f) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company

B. Information as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The statement containing particulars of employees in terms of remuneration drawn is provided in a separate annexure forming part of this report. However, having regard to Section 136 of the Act, the Annual Report, excluding the aforesaid annexure, is being sent to all the members of the Company and other entitled thereto. The said annexure is open for inspection at the registered office of the Company. Any member interested in obtaining these particulars will be provided with the same, upon receipt of a written request delivered at the registered office of the Company.

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations.

32. PUBLIC DEPOSITS

Your Company has not accepted any deposits from public in terms of Section 73and/or74of the Act.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGSAND OUTGO

(a) Conservation of energy: As a software Company, energy costs constitute a small portion of the total cost and there is not much scope for energy conservation.

(i)	the steps taken or impact on conservation of energy.
(ii)	the steps taken by the company for utilizing alternate sources of energy	Not Applicable
(iii)	the capital investment on energy conservation equipments

(b) Technology absorption:

(i)	the efforts made towards technology absorption	Not Applicable
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
	(a) the details of technology imported
	(b) the year of import
	(c) whether the technology been fully absorbed
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv)	the expenditure incurred on Research and Development	Rs. 1.37 Crores (Rs. 1.08 Crores for FY 2016-17)

(c) Foreign exchange earnings and outgo

Total foreign exchange used and earned by Majesco Limited

_''in Lakhs

	Year ended	Year ended
	March 31,	March 31,
	2018	2017
Exchange used	157	7
Exchange earned	31	70

34. CORPORATE GOVERNANCE

The Company has complied with Corporate Governance requirement as prescribed under the Act and the SEBI Listing Regulations. A separate section on Corporate Governance practices followed by the Company together with the certificate from M/s. Abhishek Bhate & Co., Practicing Company Secretary, appearing elsewhere in this report, forms an integral part of this report.

35. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the secretarial standards issued by the Institute of Company Secretaries of India on Board Meetings (SS-1) and General Meetings (SS-2).

36. ACKNOWLEDGMENT

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers and shareholders of the Company for their continued support.

Your Directors also thank the Central and State Governments and other statutory authorities for their continued support.

For and on behalf of the Board Majesco Limited

Farid Kazani Venkatesh N. Chakravarty

Managing Director Non-Executive Chairman & Independent Director

DIN:06914620 DIN:01102892

Date: May 14, 2018

Place: Navi Mumbai

---

Mar 31, 2017

Dear Shareholders,

The Directors present the Annual Report of Majesco Limited (the Company) along with the audited financial statement for the financial year ended March 31, 2017. The Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL RESULTS-CONSOLIDATED RESULTS OF MAJESCO LIMITED AND ITS SUBSIDIARIES

Rs. in Lakhs

Particulars	Year ended March 31, 2017	Year ended March 31, 2016
Revenue from operations
Information technology services	81,334.57	73,957.92
Other operating revenue	1,415.97	1,757.34
Total operating revenue	82,750.54	75,715.26
Other income	899.56	908.14
Total revenue	83,650.10	76,623.40
Expenses	78,262.18	74,724.29
Depreciation and amortization expenses	2,607.06	1,785.94
Finance costs	555.60	428.18
Exceptional items	266.1	457.59
Profit/ Loss before tax	1,959.15	(771.60)
Tax expense/(credit)	19.78	(1,502.36)
Profit/(Loss) after tax	1,939.37	730.77

FINANCIAL RESULTS-MAJESCO LIMITED

Rs. in Lakhs

Particulars	Year ended March 31, 2017	Year ended March 31, 2016
Revenue from operations
Information technology services	1,527.07	1,238.38
Other operating revenue	33.05	3.93
Other Income	1,501.75	1,514.56
Total Revenue	3,061.87	2,756.87
Expenses	2,507.65	1,745.85
Depreciation and amortization expenses	81.40	23.49
Finance costs	55.74	0.47
Exceptional items	225.41	152.37
Profit before tax	191.67	834.69
Tax expense/(credit)	(44.99)	213.48
Profit after Tax	236.66	621.21
Add: Loss brought forward from previous year	20,962.20	(3.03)
Transfer pursuant to the Scheme of Arrangement	-	20,344.01
Profit available for appropriation	236.66	20,962.19
Balance carried to balance sheet	21,198.85	20,962.19

2. RESULTS OF OPERATIONS

A) Majesco consolidated operations Financials

On a consolidated basis, the Group registered total operating revenue of Rs. 82,750.54 lakhs for the year ended March 31, 2017 as compared to Rs.75,715.26 lakhs for the year ended March 31, 2016.

The Group earned a net profit of Rs.1,939.37 lakhs for the year ended March 31, 2017 as compared to net profit of Rs. 730.77 lakhs for the year ended March 31, 2016.

Breakup of the Operating revenue by regions

Region	Year ended March 31, 2017		Year ended March 31, 2016
	Rs. in Lakhs	% of Revenue	Rs. in Lakhs	% of Revenue
North America	73,135.39	88.38	66,149.07	87.36
UK	5,585.98	6.75	5,864.69	7.75
Others (India/ Asia Pacific)	4,029.17	4.87	3,701.50	4.89
Total Operating Revenue	82,750.54	100.00	75,715.26	100.00

Breakup of the Operating Revenue by offerings

Offering	Year ended March 31, 2017		Year ended March 31, 2016
	Rs. in Lakhs	% of Revenue	Rs. in Lakhs	% of Revenue
License	2,318.83	2.80	6,086.70	8.03
Professional Services	52,355.79	63.27	45,724.60	60.39
Cloud	15,894.22	19.21	13,274.85	17.54
Support	12,181.70	14.72	10,629.11	14.04
Total Operating Revenue	82,750.54	100.00	75,715.26	100.00

Breakup of Operating Revenue by Line of Business

Line of Business	Year ended March 31, 2017		Year ended March 31, 2016
	Rs. in Lakhs	% of Revenue	Rs. in Lakhs	% of Revenue
Property & Casualty	67,001.08	80.96	58,989.75	77.90
Life & Annuities	14,461.77	17.48	14,560.44	19.23
Non - Insurance	1,287.69	1.56	2,165.07	2.84
Total Operating Revenue	82,750.54	100.00	75,715.26	100.00

B) Majesco Standalone Operations

On a standalone basis, Majesco reported a total income of Rs.3,061.87 lakhs for the year ended March 31, 2017 as compared to Rs.2,756.87 lakhs for the year ended March 31, 2016. The Company made a Net profit of Rs.236.66 lakhs for the year ended March 31, 2017 as compared to Net profit of Rs.621.21 lakhs for the year ended March 31, 2016.

3. INDUSTRY SCENARIO

Today information technology (IT) industry is re-imagining itself to become the digital solutions partner globally. It continues to be the ligament of ongoing innovation and disruption. According to Nasscom, India''s IT-BPM industry is projected to grow ~8% in FY2017 to USD 154 billion. Indian IT services is expected to reach USD 80 billion in FY2017 as service providers are converting from process and delivery driven to strategic and transformational solution providers. Nasscom has projected global IT-BPM industry to increase to USD 4 trillion by CY2025, a CAGR of 3.6% for the forecast period of CY2015 - CY2025 driven by the adoption of digital technologies. India''s IT-BPM sector is projected to reach USD 200-225 billion revenue by FY2020 and USD 350-400 billion by FY2025.

According to Gartner, Worldwide IT spending is forecast to total USD 3.46 trillion in CY2017, an increase of 1.4% over CY2016 spending of USD 3.41 trillion. By CY2018, spending is forecast to exceed USD 3.56 trillion, a growth of 2.9% over CY2017 spending. Gartner has forecasted the global IT services spending to grow at 2.3% in CY2017, down from 3.6% growth in CY2016. India''s share in the global IT spend has been increasing gradually touching the double-digit mark, 10% in FY2016 from 7.2% in FY2012. According to Celent, global insurance IT spending is estimated to reach to USD

184.8 billion in CY2017 and USD 208.1 billion in CY2018. Three overarching trends - digitalization, data analytics, and legacy and ecosystem transformation are dominating investments.

Moderate global economic growth is expected to support insurance sector growth over the next two years. According to Swiss Re''s publication Global insurance review and outlook for 2017/18 report, growth in global non-life premiums is forecast to fall slightly from 2.4% in CY2016 to 2.2% in CY2017 and accelerate to 3.0% in CY2018. In the life insurance sector, global premiums are expected to grow by 4.8% in CY2017 and 4.2% in CY2018. The premium growth is expected to be driven by emerging markets. An improvement in commodity prices and strengthening economic activity is expected to stimulate the demand for insurance from the emerging regions. In Advanced market, premiums are expected to grow by 2.1% in CY2017 and CY2018. Today in the disruptive technology environment, large number of insurers are investing in building digital infrastructure and striving for growth by developing new business models using digital platforms. However, insurers are yet to fully capitalize upon the transformative power of digital technology, and many are still struggling to develop digital strategies that align with their business objectives. The insurance industry recognizes the need to overhaul traditional business models, to capitalize on the advantages of digital technology and respond to the challenges of digital disruption. The future of the insurance business lies in technology-driven processes restructuring. Internet of Things (loT), cloud computing, digital integration and big data environments are opening more opportunities for the insurance companies. The major shift in consumer patterns in the last few years has forced the insurance industry to move forward and adapt the new digital age. Most of the insurers have started investing in SMAC (Social, Mobile, Analytics and Cloud) to stay competitive with the changing technology environment. Today Cloud computing is playing vital role in transforming insurance industry. Cloud computing enables insurers to reduce cost by using pay-as-use models and enhance business agility without compromising customer data and security. It helps to remove the complexity of on-premises deployment and management. Thus, in CY2017 insurers are expected to deploy their services rapidly giving high priority to consumers changing demand to stay competitive and ensure a successful digital evolution.

4. BUSINESS OUTLOOK

Majesco continues to focus exclusively on serving the global insurance industry with core business solutions and consulting services that help modernize and bring change to Property and Casualty (P&C), Life and Annuity (L&A), and Group insurance carriers. Insurers clearly recognize that the insurance industry is changing and that they need to adapt to enable growth and remain competitive. In this new landscape, modernizing legacy systems provides the "table stakes" foundation to enable innovation and speed to market for new products, channels, and processes, in response to fast changing customer expectations, needs and risk profiles. Today''s new market paradigm requires a modern foundation with expanding digital and data capabilities, enabling an insurance renaissance not unlike other industries, the insurance industry is rapidly evolving and changing. As insurance customer expectations change, so do the carriers'' requirement to respond quickly with lower risk and speed-to-value business platforms that provide the ability to innovate new products, reach new markets, create new customer experiences, and liberate different business models.

In this rapidly evolving environment, undertaking multi-year, multi-million dollar transformation programsto replace legacy systems no longer serves the need of carriers. As a result, Majesco proactively began realigning its business strategy to this market shift to focus on speed to value using our cloud based platform, Majesco Cloudlnsurer. The Company believes this platform will lead the next wave of innovation and investment in insurance. With the Majesco Cloudlnsurer platform, the company has successfully partnered with over 30 clients, including existing legacy insurers, new startups or greenfields backed by existing insurers or by venture capital funds to empower their business strategies by helping them innovate, grow and transform their business models to capture the opportunities today and in the future

The industry is also in the midst of a market shift that is pushing a some-times slow-to-adapt industry by challenging the traditional business assumptions, operations, processes and products of the last 50 years. The digital age shift in insurance is separating the insurance business models of the past 50 years that have been based on the business assumptions, products, processes, channels of the Silent and Baby Boomer generations from those of the next generation, the Millennial and Gen Z, as well as many in Gen X. This shift indicates that the business models of the past will not meet the needs or expectations ofthe future.

Building these new business models will continue to intensify. Majesco is increasingly working with existing insurers and reinsurers who are taking new paths to capture the next generation of customers and position themselves for growth and sustainable agility across the new insurance landscape. Because new competitors don''t play by the traditional rules of the past, insurers need to be a part of rewriting the rules for the future. There is less risk in a game where you write the rules.

The IBM - Majesco partnership has successfully kicked off with the inception work with a Tier 1 insurer, specifically on a platform-as-a-service model. The company views this partnership as a strategic avenue for growth in the future.

The Company also expects good growth coming from its consulting services that support business process transformation as well as data and digital needs of the market.

In the new fiscal year, the company is enthused about the strategy, the market potential of its portfolio of solutions, its cloud platform and Partner Ecosystem, and expanding partnership with IBM around cognitive, core and cloud that help differentiate Majesco''s value proposition for current and prospective customers. The company expects momentum in the cloud business will remain strong as it takes advantage of the shift underway in insurance software. It also expects to see improvement in non-cloud business as demand increases for Majesco''s data and digital solutions.

The company has an excellent leadership team and an exceptional workforce that continues to drive growth while expanding the existing customer relationships. It will continue to focus on enhancing the capabilities of its product offerings, data and digital offerings and investing in its sales and marketing engine. As a result, the company expects that it will experience a reacceleration in growth in fiscal 2018

5. RESERVES

Rs. 236.66 Lakhs is proposed to be transferred to reserves for the year ended March 31, 2017.

6. DIVIDEND

To conserve cash resources for future business operations, the Directors do not propose a dividend for the year ended March 31, 2017.

7. HUMAN RESOURCES

Majesco Group deploys its intellectual capability to create and deliver intellectual property (IP)-led solutions that make a positive business impact for its global clients. For this, the key success enabler and most vital resource is world-class talent. Majesco Group continually undertakes measures to attract and retain such high quality talent.

As on March 31, 2017, Majesco Group had a total Head count of 2163. The Directors wish to place on record their appreciation for the contributions made by employees to the Company during the year under review.

8. DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATES

Your Company has one direct subsidiary and eight step down subsidiaries as on March 31, 2017, the names of which are as under:

Rs. in Lakhs

Name ofSubsidiary	Date of	Country	Business	Total Income		Net Profit
	Incorporation			As on March 31, 2017	As on March 31, 2016	As on March 31, 2017	As on March 31, 2016
Majesco	April 7,1992	USA	Information Technology Services	18,360.10	16,833.56	(3,124.81)	(1,846.60)
Step Down Subsidiary
Majesco Software and Solutions Inc.	June 3, 1991	USA	Information Technology Services	35,477.54	36,338.06	(90.87)	262.53
Cover-All Systems Inc.	October 26, 1989	USA	Information Technology Services	18,312.62	11,661.33	4,671.83	1,402.86
Majesco Canada Ltd.	February 9, 2009	Canada	Information Technology Services	1,171.66	1,427.54	(199.15)	89.02
Majesco Sdn Bhd.	April 29, 2000	Malaysia	Information Technology Services	2,429.62	2,410.19	37.55	21.52
Majesco Asia Pacific Pte Ltd.	March 26, 1991	Singapore	Information Technology Services	39.42	124.97	(32.64)	(7.19)
Majesco (Thailand) Co. Ltd.	February 5, 2007	Thailand	Information Technology Services	NIL	NIL	(62.29)	(30.49)
Majesco Software and Solutions India Private Ltd.	October 22, 2014	India	Information Technology Services	23,615.50	20,868.67	397.5	(75.05)
Majesco (UK) Ltd.	October 23, 2014	UK	Information Technology Services	5,585.98	5,966.40	65.11	188.20

9. 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 Section 134(3) (c) of the Companies Act, 2013:

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

b. Accounting policies selected have been applied consistently. Reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at end of March 31, 2017 and of the profit of the Company for the year ended on that date.

c. 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 frauds and other irregularities.

d. The Annual accounts of the Company have been prepared on a going concern basis.

e. Internal Controls have been laid down to be followed by the Company and such internal controls are adequate and were operating effectively; and

f. Systems to ensure compliance with the provisions of all applicable laws are in place and were adequate and operating effectively.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Re- appointment of Mr. Farid Kazani as Managing Director of the Company

The Members ofthe Company had appointed Mr. Farid Kazani to hold the office as Managing Director up to May 31, 2018. Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors has, by a resolution passed at its meeting held on July 3, 2017, re-appointed him as the Managing Director for a further term of [3] years with effect from July 4, 2017 till July 3, 2020.

Keeping in view that Mr. Farid Kazani has rich and varied experience in the industry and has been involved in the operations of the Company over a long period of time, it would be in the interest of the Company to continue the employment of Mr. Farid Kazani as the Managing Director.

The Board recommend the same for members approval.

b. Retirement by rotation of Mr. Radhakrishnan Sundar (DIN 00533952), Executive Director

Mr. Radhakrishan Sundar, Executive Director retires by rotation at the forthcoming Annual General Meeting and is being eligible, offers himself for reappointment.

c. Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013, Mr. Venkatesh Chakravarty (DIN 01102892), Ms. Madhu Dubhashi (DIN 00036846), Dr. Arun Maheshwari (DIN 01682147) were appointed as Independent Directors at the Annual General Meeting of the Company held on April 30, 2015 for term of five (5) years from May 1, 2015 to April 30, 2020. They have submitted a declaration that each of them meet the criteria of independence as provided in Section 149

(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as an independent director during the year.

During the year, non-executive directors ofthe Company had no pecuniary relationship or transactions with the Company, other than sittng fees, and reimbursement of expenses incurred by them for the purpose of attending meetings ofthe Company.

d. Key Managerial Personnel

The following employees were Key Managerial Personnel for the year 2016-17

- Mr. Farid Kazani- (DIN 06914620) Managing Director

- Mr. Radhakrishnan Sundar- (DIN 00533952) Executive Director

- Mr. Kunal Karan- Chief Financial Officer

- Mr. Nishant Shirke- Company Secretary

11. EVALUATION OF THE BOARD''S PERFORMANCE

In compliance with requirement of the provisions of Section 178 of the Companies Act, 2013 read with Rules framed there under and provisions of Schedule IV to the Act as well as Regulation 17 (10) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("LODR"), the performance evaluation of the Board as a whole and individual director was carried out during the year under review.

With the help of outside expert, a structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

12. COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION

The Company has a policy on remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination & Remuneration Committee and the Board.

The policy covers:

1. Directors'' appointment and remuneration; and

2. Remuneration of Key Managerial Personnel and other employees.

The more details on the same are given in the Corporate Governance Report, which forms part of Directors'' Report.

13. INTERNALCONTROLSYSTEM

A strong internal control system is pervasive in the Company. The Company has documented a robust and comprehensive internal control system for all the major processes to ensure reliability offinancial reporting.

14. INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations.

During the year, such controls were tested and no reportable materials weakness in the design or operations were observed. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has adopted accounting policies which are in line with the Accounting Standards and Act. These are in accordance with generally accepted accounting principle in India. Changes in policies, if required, are made in consultation with the Auditors and are approved by the Audit Committee.

The Company has a robust financial closure, certification mechanism for certifying adherence to various accounting policies, accounting hygiene and accuracy of provisions and other estimates.

15. NUMBER OF BOARD MEETINGS

The Board of Directors met 6 (Six) times during the year 2016-2017. The details of the Board meetings and the attendance of the Directors, please refer to the Corporate Governance Report, which forms part of this report.

16. FAMILIARIZATION PROGRAM OF INDEPENDENT DIRECTORS

The details of the familiarization program of Independent Directors are available on the website of the Company at https://ir.majesco.com/investor-communications/.

17. AUDIT COMMITTEE

The details in respect to composition of audit committee are included in the Corporate Governance Report, which forms of this report.

18. STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

At the 2^nd Annual General Meeting (AGM) held on April 30, 2015, the M/s. Varma & Varma, Chartered Accountants have been appointed as the Statutory Auditors ofthe Company for a period of 5 years. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

Further, the report of the Statutory Auditors is enclosed to this report. The observations made in the Auditors'' Report are self-explanatory and does not contain any qualification. Therefore, it does not call for any further comments.

19. SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act 2013, and Rules made there under, M/s. Abhishek Bhate & Co. Practicing Company Secretary, Thane has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure IV to this report. The report is self-explanatory and does not contain any qualification. Therefore, it does not call for any further comments.

20. CHANGE IN SHARE CAPITAL

During the year, the Company allotted 3,10,634 Equity Shares of face value of Rs. 5/- each for a total nominal value of who exercised their vested Employee Stock Options. These Equity Shares rank pari passu in all respects with the existing Equity Shares of the Company.

As on March 31, 2017, the issued, subscribed and paid up share capital of your company stood at Rs.11,68,15,175/comprising 2,33,63,035 Equity shares of Rs. 5/- each.

21. RISK MANAGEMENT

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan of the Company. The Audit Committee, quarterly reviews the risks and remedial measures taken. The risks are identified and discussed by Risk Committee at its meeting at regular intervals. The various risks are categorized as High risk, Medium risk and Low risk and appropriate steps/ measures are taken/initiated to mitigate the identified risks from time to time.

22. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

Details of Loans, guarantees, Investments covered under provisions of Section 186 of the Companies Act, 2013 are given in the notes 11,16, and 27 to the financial statements.

23. RELATED PARTYTRANSACTIONS

All the Related Party Transactions are entered into on arm''s length basis and are in compliance with the applicable provisions of the Act and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. There are no material significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large.

All the Related Party Transactions are presented to the Audit Committee and Board for their approval. Omnibus approval is given by Audit committee for the transactions which are foreseen and repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee and Board on quarterly basis, specifying the nature, value and terms and conditions of the transactions. The said transactions are approved by Audit Committee as well as by Board.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website at https:// ir.majesco.com/policies/.

Detailed explanation on transactions with related parties is given in Annexure I.

24. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year ended March 31, 2017.

25. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiative undertaken by the Company on CSR activities during the year are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The Policy is available on the website of the Company at https://ir.majesco.com/policies

26. EXTRACTOFANNUALRETURN

Pursuant to section 92(3) of the Companies Act, 2013 (''the Act'') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of annual return is given in Annexure III.

27. MANAGEMENT OF RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

In compliance with the requirement of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Whistle Blower Policy /Vigil mechanism and the same is placed on the Company''s web site at https:// ir.majesco.com/policies/

The employees of the company are made aware of the said policy at the time of joining the Company.

28. EMPLOYEE STOCK OPTIONS

The Board of Directors confirms that there is no material change in the ESOP scheme plan I of the Company is in compliance with SEBI guidelines. The required disclosures is enclosed as Annexure V.

29. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required in terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 are given below:

a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name of the Director	Ratio to median remuneration
Executive Directors:
Mr. Farid Kazani	20.89
Mr. Radhakrishnan Sundar	3.23
Non-Executive Director
Mr. Venkatesh Chakravarty	Not Applicable
Mr. Ketan Mehta	Not Applicable
Dr. Arun Maheshwari	Not Applicable
Ms. Madhu Dubhashi	Not Applicable

b) The percentage of increase in remuneration of each Director, Chief Financial Officer, Company Secretary in the financial year:

Name of the Director / Kmp’s	% increasing in remuneration in the financial year
Director, Chief Financial Officer, and Company Secretary
Mr. Farid Kazani	18.5%
Mr. Radhakrishnan Sundar	NIL
Mr. Venkatesh Chakravarty	Not Applicable
Dr. Arun Kumar Maheshwari	Not Applicable
Mr. Ketan Mehta	Not Applicable
Ms. Madhu Dubhashi	Not Applicable
Mr. Kunal Karan, Chief Financial Officer	26.4%
Mr. Nishant S. Shirke, Company Secretary	11.0%

c) Percentage of increase in the median remuneration of employees in the Financial Year March 31, 2017 - 6.3%

d) The number of permanent employees on the rolls of the Company as on March 31, 2017:109 employees

e) Average percentage increase made in the salaries of the Employees other than the Managerial Personnel in the Financial Year was (8.6%) vis a vis increase of 12.86% in the salaries of Managerial Personnel.

f) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirm that the remuneration is as per the remuneration policy of the Company.

g) The statement containing names of 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) Rule, 2014 is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Companies Act, 2013, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company''s operations:

31. PUBLIC DEPOSITS

Your Company has not accepted any deposits from public in terms of Section 73 and/or 74 of the Companies Act, 2013.

32. MANAGEMENT DISCUSSION AND ANALYSIS

(a) Conservation of energy: As a software Company, energy costs constitute a small portion of the total cost and there is not much scope for energy conservation.

(i)	the steps taken or impact on conservation of energy.	NA
(ii)	the steps taken by the company for utilizing alternate sources of energy
(iii)	the capital investment on energy conservation equipment''s

(b) Technology absorption: Not Applicable

(i)	the efforts made towards technology absorption
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	NA
	(a) the details of technology imported
	(b) the year of import;
	(c) whether the technology been fully absorbed
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv)	the expenditure incurred on Research and Development

(c) Foreign exchange earnings and outgo

Total foreign Exchange used and earned by Majesco Limited

Rs. in Lakhs

	Year ended	Year ended
	March 31,	March 31,
	2017	2016
Exchange used	6.43	10.90
Exchange Earned	69.71	-

33. CORPORATE GOVERNANCE

The Company has complied with Corporate Governance requirement under the Companies Act, 2013 and as per LODR. A separate section on Corporate Governance practices followed by the Company together with the Certificate from M/s. Abhishek Bhate & Co., Practicing Company Secretary, appearing elsewhere in this report, forms an integral part of this report.

34. ACKNOWLEDGMENT

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers, shareholders and advisers ofthe Company for their continued support.

Your Directors also thank the Central and State Governments, and other statutory authorities for their continued support.

For and on behalf of the Board

Majesco Limited

Farid Kazani Venkatesh Chakravarty

Managing Director Non-Executive Chairman

DIN: 06914620 & Independent Director

DIN:01102892

Date: July 3, 2017

Place: Navi Mumbai