To

The Members,

AJEL LIMITED

Your Directors hereby present their 30th Annual Report on the business and operations of your Company for the financial year ended March 31st, 2024.

Financial Results

The standalone and consolidated financial performance of the Company for the financial year ended March 31st, 2024, is summarized below:

(Amount in Lakh)

Review of Performance and state of the company's affairs;

During the year under review, the overall performance of the Company was reasonable, the management is determined to achieve the targeted avenues, to take the company on the new heights. Members will notice that the revenue on standalone basis increased to Rs. 4,80,74,000/- as against Rs. 3,17,60,000/- for the previous year. Members will further notice that the revenue from operations on consolidated basis increased to Rs. 1 3,81,42,000/- as against Rs. 8,1 3,58,000/- of the previous year.

The Company incurred Net Profit of Rs. -1,68,40,000/- in the Current Year, as compared to the Net Profit of Rs. 25,61,000/- in the Previous year.

The Company is continuously striving to improve efficiency and deliver excellence in its professional services and project execution. The Company has identified new avenues for growth and is focusing its energies to develop business. The Company continues to focus on delivering services to its identified market segments in its core technology areas. It continues to align its sales and delivery organizations to an offshore centric model as well as big foray into Domestic market.

Dividend;

Board of Directors have not recommended any dividend for the Financial Year 2023-24.

Transfer to Reserves;

There were no transfers to Reserves during the Financial Year 2023-24.

Share Capital;

The Authorized Share Capital of the Company stands at Rs. 12,00,00,000/- (Rupees Twelve Crores only) divided into 1,20,00,000 (One Crore Twenty Lakhs only) Equity Shares of Rs. 10/- (Rupees Ten) each. As on date Paid up Share Capital stands at Rs. 11,65,00,000/- (Rupees Eleven Crores Sixty-Five Lacs only) divided into 1,16,50,000 (One Crore Sixteen Lakhs and Fifty Thousand only) equity shares of Rs.

1 0/- each.

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Consolidated Financial Results:

Pursuant to Regulation 33 of SEBI (Listing Obligations & Disclosures Requirements) Regulations 2015, and the Companies Act, 2013, the Consolidated Financial Statements prepared as per Companies Act, 201 3 and Accounting Standards, duly audited forms part of the Annual Report.

Listing;

The Company entered into Listing agreement with the BSE Limited.

Board of Directors and Key Managerial Personnel:

The Board of Directors of your Company is duly constituted.

Proposed Reappointment:

The Directors on the Board of Directors of the Company are appointed and re-appointed for specific terms. And also, the Executive Directors who are appointed on Board as on date are eligible to retire by rotation as per their terms of appointment, hence, the resolution for the same is proposed in the Notice of 30th Annual General Meeting.

The Board of Directors of your Company is duly constituted with a Managing Director, a Whole Time Director & CFO, one executive Director and Three Non-Executive Independent Directors.

Secrefary/Compiiance Officer of the Company w.e.f. 3! .03.2024.

Number of meetings of the Board:

During the period under review 7 (Seven) Board meetings were held on 04/05/2023, 30/05/2023, 10/07/2023, 1 9/07/2023, 1 1 /08/2023, 21/1 0/2023 and 14/02/2024 and the gap between any two Board Meetings is within the period prescribed by the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Declarations by Independent Directors:

The Company has received declarations form the Independent Director under Section 149(6) of the Companies Act, 201 3 confirming their independence vis-a-vis the Company.

Board evaluation and assessment;

The company believes formal evaluation of the board and of the individual directors, on an annual basis, is a potentially effective way to respond to the demand for greater board accountability and effectiveness. For the company, evaluation provides an ongoing means for directors to assess their individual and collective performance and effectiveness. In addition to greater board accountability, evaluation of board members helps in;

a. More effective board process

b. Better collaboration and communication

c. Greater clarity with regard to members roles and responsibilities

d. Improved chairman - managing directors and board relations

The evaluation process covers the following aspects

- Self-evaluation of directors

- Evaluation of the performance and effectiveness of the board

- Evaluation of the performance and effectiveness of the committees

- Feedback from the nonexecutive directors to the chairman

- Feedback on management support to the board.

Familiarization Programme for Independent Directors;

The Company shall through its Senior Managerial personnel familiarize the Independent Directors with the strategy, operations and functions of the Company. The Independent Directors will also be familiarized with their roles, rights and responsibilities and orientation on Statutory Compliances as a Board Member.

On appointment of the Independent Directors, they will be asked to get familiarized about the Company's operations and businesses. An Interaction with the key executives of the Company is also facilitated to make them more familiar with the operations carried by the company. Detailed presentations on the business of the company are also made to the Directors. Direct meetings with the Chairman and the Managing Director are further facilitated for the new appointee to familiarize him/her about the Company/its businesses and the group practices as the case may be and link is available at the website www.ajel.in

Directors' Responsibility Statement;

Pursuant to the requirement under section 134 (3) and (5) of the Companies Act 2013, with respect to Directors' Responsibility Statement, your board of directors to the best of their knowledge and ability confirm that:

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

b. such accounting policies have been selected and applied consistently and the Directors 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 31st March, 2024 and of the profit/loss of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

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

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

AUDIT COMMITTEE;

The Audit Committee of the Company is duly constituted as per section 1 77 of the Companies act, 201 3 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Composition and Scope of Audit Committee is as follows

As one of the members of the committee, Mr. Srinivasarao Yelamanchili (DIN: 07766151), Independent Director, has resigned from the board on 04.05.2023, the Audit Committee was again reconstituted w.e.f 04.05.2022 by appointing Mrs. Pasupu/efl Madhavilatha (DIN: 073298!7)as a member of the committee, who satisfies the criteria of having at least 2/3rd of the members of the committee as Independent Directors on board as per Section 177 of the companies act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, Mr. Sumanth John Wesley Kumaraswamy (DIN: 08369205), Independent Director, has resigned from the board on 10.07.2023, the Audit Committee was again reconstituted w.e.f 10.07.2023 by appointing Mr. Venkata Stayanarayana Reddy Chintakuntla (DIN: 08582621) as a member of the committee, who satisfies the criteria of having at least 2/3rd of the members of the committee as Independent Directors on board as per Section 177 of the companies act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The following are the members of the Audit Committee:

During the Period under review Audit committee has met 4 (Four) times in a year Scope of Committee:

The terms of reference of the Audit Committee include the following:

a. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

b. Recommending the appointment, removal of external auditors, fixation of audit fee, terms of appointment and also approval for payment for any other services.

c. Reviewing with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, focusing primarily on:

• Matters required to be included in the director's responsibility statement to be included in the board's report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

• Any changes in accounting policies and practices and reasons for the same;

• Major accounting entries involving estimates based on the exercise of judgment by management;

• Qualifications in the draft audit report;

• Significant adjustments made in the financial statements arising out of audit;

• The going concern assumption;

• Compliance with accounting standards;

• Compliance with listing and legal requirements concerning financial statements;

d. Reviewing, with the management and auditors, and the adequacy of internal control systems;

e. Review and monitor the auditor's independence and performance, and effectiveness of audit process;

f. Reviewing, with the management, the quarterly financial statements and auditor's report before submission to the Board for approval;

g. Reviewing, with the management, the statement of uses/application of funds raised through an issue, the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

h. Approval or any subsequent modification of transactions of the listed entity with related parties;

i. Scrutiny of inter-corporate loans and investments;

j. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

k. Evaluation of internal financial controls and risk management systems;

l. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

m. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

n. To review the functioning of the whistle blower mechanism;

o. Approval of the appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate.

p. Composition, name of members and Chairperson

Remuneration Policy;

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

NOMINATION AND REMUNERATION COMMITTEE:

The Company had constituted the Nomination and Remuneration Committee under section 1 78 of the Companies Act, 2013.

During the Year under review the Committee was reconstituted.

(a) Composition of the Committee:

The Nomination and Remuneration Committee comprises of the following members

During the Period under review Nomination & Remuneration committee has met 5 (Five) times in a year.

(b) Selection and Evaluation of Directors;

The Board has based on recommendations of the nomination and remuneration Committee, laid down following policies:

1. Policy for Determining qualifications, Positive Attributes and Independence of a Director

2. Policy for Board & Independent Directors Evaluation

(c) Performance Evaluation of Board, Committees and Directors;

The company believes formal evaluation of the board and of the individual directors, on an annual basis, is a potentially effective way to respond to the demand for greater board accountability and effectiveness. For the company, evaluation provides an ongoing means for directors to assess their individual and collective performance and effectiveness. In addition to greater board accountability, evaluation of board members helps in;

• More effective board process

• Better collaboration and communication

• Greater clarity with regard to members roles and responsibilities

• Improved chairman - managing directors and board relations

The evaluation process covers the following aspects

- Self-evaluation of directors

- Evaluation of the performance and effectiveness of the board

- Evaluation of the performance and effectiveness of the committees

- Feedback from the non-executive directors to the chairman

- Feedback on management support to the board.

(d) Remuneration Policy for Directors

- Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the company successfully;

- Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks; and

- Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short- and long-term performance objectives appropriate to the working of the company and its goals.

Management Discussion & Analysis

The Management Discussion and Analysis Report highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns etc. is furnished separately and forms part of this report as Annexure VI.

Subsidiary Companies

The Company has one Subsidiary Company, the details of which is appended as 'Annexure I' to this Report.

Particulars of Contracts or arrangements with related parties

All the related party transactions that were entered during the financial years were in the ordinary course of business of the company and were on arm length basis. There were no materially significant related party transactions entered by the company during the year with the promoters, directors, key managerial personnel or other persons which may have a potential conflict with the interest of the company.

The policy on related party transactions as approved by the board of directors is hosted on the website of the company viz. www.ajel.in.

Particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto shall be disclosed in Form No. AOC-2 as 'Annexure II' to this report.

Particulars of Employees

A table containing the particulars in accordance with the provisions of Section 1 97(1 2) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as 'Annexure III to this Report.

In terms of Section 1 36 of the Companies Act, 201 3 the same is open for inspection at the Registered Office of the Company.

Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company.

The ratio of the remuneration of each Director to the median employee's remuneration and other details in terms of Section 197(12) of the Companies Act, 201 3 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed in Annexure - IV and forms part of this Report.

Statutory Auditors

In terms of Section 139 of the Companies Act, 2013 and the rules made there under M/s. Ramesh Athasniya & Co., Chartered Accountants (Firm Registration no. 007480S), was re-appointed as statutory auditors of the company in the 29th Annual General Meeting for a period of five years from the conclusion of 29th AGM.

Due to health issues M/s. Ramesh Athasniya & Co., Chartered Accountants (Firm Registration no. 007480S) has resigned, and new Auditor M/s G M K & CO LLP., (Firm Registration no. S200357) Chartered Accountants, was appointed to fill up the Casual Vacancy and his appointment was approved by the Shareholders in the Extra-Ordinary General meeting held on 1 7th July 2024.

The Auditor was appointed in the EGM for the term of ensuing AGM, now that the auditor tenure has reached its Completion, In terms of Section 139 of the Companies Act, 2013 and the rules made thereunder, Resolution with respect to appointment of new Statutory Auditor M/s G M K & CO LLP., (Firm Registration no. S200357) Chartered Accountants, as Statutory Auditor of the company for a period of 5 years, is proposed for the members approval at the ensuing Annual General Meeting.

However, Pursuant to notification issued by the Ministry of Corporate Affairs on 7th May, 201 8 amending section 1 39 of the Companies Act, 201 3 and the rules framed there under, the mandatory requirement for ratification of appointment of auditors by the members at every Annual General Meeting ("AGM") has been omitted, and hence the company is not proposing an item on ratification of appointment of Auditors at this AGM.

Management responses to observations in Auditor's Report

The Auditors report and noted to accounts is self-explanatory do not call for any further comments. The Auditor's report is enclosed with the financial statement in this Annual report.

With reference to observations made in the CARO report, the following are the responses of the Management against the observation of auditor.

Cost Audit Report

The provisions of Section 1 48 of the Companies Act, 201 3 does not apply to the Company and hence, no cost auditors are appointed.

Secretarial Audit Report

Pursuant to the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, the company is required to obtain Secretarial Audit Report from Practicing Company Secretary. CS Someswara Rao Artham, practicing company secretary was appointed to issue Secretarial Audit Report for the Financial Year 2023-24.

Secretarial Audit Report issued by CS Someswara Rao Artham, practicing company secretary in Form MR- 3 for the Financial Year 2023-24 is enclosed as Annexure-V to this Report.

The following are the management's reply to the Secretarial auditor's observations:

As required under the provisions of SEBI LODR Regulations, a certificate confirming that none of the Directors on the Board have been debarred or disqualified by the Board/Ministry of Corporate Affairs or any such statutory authority obtained from CS Someswara Rao Artham, Practicing Company Secretaries is a part of these report.

Business Responsibility Report (BRR)

Securities Exchange Board of India (SEBI) by notification No. SEBI/LAD-NRO/GN/2019/45 dated 26.1 2.201 9 (Securities and Exchange Board of India - Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2019 has mandated the inclusion of BRR as part of the Annual Report for the top 1000 listed entities based on their market capitalization on Bombay Stock Exchange Ltd and National Stock Exchange of India Ltd as at 31st March of every year. In view of the requirements specified, the company is not mandated for the providing the BRR and hence do not form part of this Report.

Annual Return

In accordance with Section 134(3) (a) of the Act, an Annual Return in the prescribed form MGT-7 is placed on the website of the Company at www.ajel.in.

Corporate Social Responsibility

The provisions w.r.t. CSR is not applicable to the Company. Therefore, the Company had not constituted CSR committee during the Financial Year 2023-24.

Particulars of Loans, Guarantees and Investments

Details of loans and guarantees given and investments made under Section 1 86 of the Act are provided in the Notes to the Financial Statements.

Whistle Blower Policy/Vigil Mechanism

Pursuant to the provisions of section 1 77 of the companies act, 2013 and the rules framed there under and pursuant to the applicable provision of SEBI (Listing Obligations and Disclosure Regulations), 201 5 of the listing agreement entered with stock exchanges, the company has established a mechanism through which all stake holders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle blower policy which has been approved by the board of directors of the company has been hosted on the website of the company viz. www.ajel.in.

Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

Risk Management Policy

The Board of Directors has formed a Risk Management Committee to identify, evaluate, mitigate and monitor the risks associated with the business carried by the company. The committee reviews the risk management plan and ensures its effectiveness. A mechanism has been put in place which will be reviewed on regular intervals.

Policy on Sexual Harassment;

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year ended 31st March, 2024, the Company has not received any complaints pertaining to Sexual Harassment.

Material changes and commitments, if any, affecting the financial position of the company;

There are no material changes and commitments after the closure of the financial year, which will affect the financial position of the Company.

There are no other Material Changes and Commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this Report.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future;

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.

Public Deposits

Your Company has not accepted any deposits from the public. As such, there was no principal or interest outstanding on the date of the Balance Sheet.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Conservation of Energy which is not furnished as the relative rule is not applicable to your company.

There is no information to be furnished regarding Technology Absorption as your company has not undertaken any research and development activity in any manufacturing activity nor any specific technology is obtained from any external sources which needs to be absorbed or adapted.

Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is as follows:

Foreign Exchange Inflows : NIL Foreign Exchange Outflows : NIL

Internal Audit & Controls;

The Company has adequate Internal Financial Controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

Internal Financial Control Systems;

The Company has adequate Internal Financial Controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

Industrial Relations;

The company enjoyed cordial relations with its employees during the year under review and the Board appreciates the employees across the cadres for their dedicated service to the Company and looks forward to their continued support and higher level of productivity for achieving the targets set for the future.

Risk Management Framework;

Pursuant to SEBI (LODR) Regulations, 2015, the Board of Directors of the top 1000 Listed entities are mandated to constitute a Risk Management Committee. Since the Company is not falling under the above criteria, there is no requirement to constitute such a committee.

However, periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the Company to control risk through a properly defined plan. The risks are taken into account while preparing the annual business plan for the year.

Human Resources;

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of

programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement

Acknowledgements;

Your directors wish to express their appreciation of the support and co-operation of the Central and the State Government, bankers, financial institutions, business associates, employees, shareholders, customers, suppliers and alliance partners and seeks their continued patronage in future as well.