డైరెక్టర్ల నివేదిక Popular Estate Management Ltd.

Mar 31, 2025

With an immense pleasure, the Board of Directors of your Company "POPULAR ESTATE MANAGEMENT LIMITED" are delighted to present the 31^st Annual Report on business and operations of the Company together with the Audited Standalone Financial Statements for the Financial Year ended 31^st March, 2025.

FINANCIAL PERFORMANCE FOR THE FINANCIAL YEAR 2024-25:

The summarized comparison of Audited Standalone Financial Performance of the Company for the Financial Year 2024-25 and the Financial Year 2023-24 is given below:

(Rs. In Lakhs)
	Standalone
Particulars	Financial Year	Financial Year
	2024-25	2023-24
	(FY 2025)	(FY 2024)
Revenue from Operations	0.00	0.00
Other Income	46.58	0.00
Total revenue	46.58	0.00
Operating Profit (Before Finance Cost, Depreciation & Amortisation and Exceptional items and Tax Expense)	-18.73	-49.77
Less: Finance Cost	0.00	0.00
Profit before Depreciation & Amortisation and Exceptional items and Tax Expense	-18.73	-49.77
Less: Depreciation & Amortisation	16.77	18.26
Profit before Exceptional and Extraordinary item and Tax	-35.50	-68.03
Less: Exceptional items (Impairment Loss)	0.00	0.00
Profit before Tax	-35.50	-68.03
Less: Net Current Tax Expense pertaining to current year	0.00	0.00
Less/(Add): Tax Adjustments of earlier year	0.00	0.00
Less/(Add): Deferred Tax	0.00	0.00
Profit (loss) after Tax	-35.50	-68.03
Share of Profit/ (loss) from associate	0.00	0.00
Net profit after tax and share of profit/(loss) from Associate	0.00	0.00
Other Comprehensive income/(loss) Net of tax	0.00	0.00
Total Comprehensive income/(loss) Net of tax	-35.50	-68.03
Earnings per share for continuing operation
Basic	-0.25	-0.49
Diluted	-0.25	-0.49

DIVIDEND:

In view of loss, your directors do not recommend any dividend for the financial year ended, 31^st March, 2025.

TRANSFER TO RESERVE& SURPLUS:

The net loss of the company for F.Y. 2024-25 is Rs. -35.50 Lakhs.

COMPANY''S PERFORMANCE AND STATE OF AFFAIRS:

On a standalone basis, the revenue from operations for FY 2024-25 was Nil. Net loss after tax for FY 2024-25 was Rs. 35.50 Lakhs against the previous year''s Net loss after tax of Rs. 68.03 Lakhs.

On standalone basis Earnings per Share for FY 2024-25 was Rs. (-0.25) against the previous year''s Earnings per Share of Rs. (-0.49).

The Company definitely provide better results to the shareholders in upcoming year via better performance.

BASIS OF PREPARATION OF FINANCIAL STATEMENTS:

The Annual Standalone Audited Financial Statements for the Financial Year 2024-25, forming part of this Annual Report, have been prepared in accordance with Indian Accounting Standards (Ind-AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standard) Rules, 2015 and requirements of Schedule III of Companies Act, 2013 and applicable Rules (hereinafter referred to as "the Act") and in accordance with applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirement) Regulations, 2015 (hereinafter referred to as the "Listing Regulations").

In accordance with the provisions of Section 136(1) of the Act, the Company has placed on its website www.popularestatemanagement.in the below:

• Annual Report of the Company including Standalone Financial Statements for the Financial Year 2024-25

These documents will also be available for inspection during working hours at the Registered Office of the Company at Ahmedabad, Gujarat. Any member interested in obtaining such document may write to the Company Secretary and the same shall be furnished on request.

CODES OF CONDUCT:

The Board of Directors has formulated, implemented and has in place a comprehensive "Code of Fair Disclosure of Unpublished Price Sensitive Information" & "Code of Conduct for Prevention of the Insider Trading" (hereinafter known as "Codes of Conduct") for regulating, monitoring and reporting the trading by Designated persons of the Company which exemplifies the spirit of good ethics and governance and is applicable to the Designated personnel''s of the Company which includes Promoters, Promoter Group, KMPs, Directors, Heads and such other employees of the Company and others as may be approved by the Board of Directors from time to time based on the fact of who are expected to have access to unpublished price sensitive information. The Codes of Conduct of the Company lays down guidelines advising the Designated Personnel''s on procedures to be followed and disclosures to be made while dealing with the shares of the Company and cautioning them of consequences of violations Further, the Board Members and Senior Management personnel have affirmed compliance with the code of conduct. A declaration in regard to compliance with the Codes of Conduct for the Financial Year 2024-25 has been received by the Company from the Director and is duly annexed to the Corporate Governance Report, which forms part of this Annual Report. The Codes of Conduct are placed on the website of the Company www.popularestatemanagement.in.

QUALITY INITIATIVE:

The Company continues to sustain its commitment to the highest levels of quality, superior product management and mature business continuity management. Our customer-centricity, process rigor and focus on delivery excellence have resulted in consistent improvements in customer satisfaction levels.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the Company, subsequent to the close of the FY25 till the date of this Report.

SHARE CAPITAL:

During the period under review, there has been no change in the authorised share capital and paid-up share capital of the Company. The authorised share capital of Equity Shares of the Company which stands at Rs. 45,00,00,000/- (Rupees Forty-Five Crore only) divided into 4,50,00,000 (Four Crore fifty lakhs only) equity shares of Rs. 10/- each and paid-up share capital of Equity Shares of the Company Rs. 14,00,02,000/- (Rupees Fourteen Crore Two Thousand only) divided into 1,40,00,200 (One Crore Forty Lakhs Two Hundred only) equity shares of Rs. 10/- each respectively.

LISTING INFORMATION:

The Equity Shares in the Company are continued to be listed with BSE Platform. The ISIN No. of the Company is INE370C01015. The Annual Listing fees for the year 2025-26 has been paid.

DEPOSITS FROM PUBLIC:

The Company has neither accepted nor renewed any deposits covered under section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements provided in this Annual Report.

CHANGE IN THE NATURE OF BUSINESS:

There is no Change in the nature of the business of the Company done during the year. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company implemented suitable controls to ensure its operational, compliance and reporting objectives. The Company has adequate policies and procedures in place for its current size as well as the future growing needs. These policies and procedures play a pivotal role in the deployment of the internal controls. They are regularly reviewed to ensure both relevance and comprehensiveness and compliance is ingrained into the management review process.

Adequacy of controls of the key processes is also being reviewed by the Internal Audit team. Suggestions to further strengthen the process are shared with the process owners and changes are suitably made. Significant findings, along with management response and status of action plans are also periodically shared with and reviewed by the Audit Committee. It ensures adequate internal financial control exist in design and operation.

Mr. Alpesh Shah is the internal auditor of the Company for the F.Y. 2024-25 who conducts Internal audit and submit reports to the Audit Committee. The Internal Audit is processed to design to review the adequacy of internal control checks in the system and covers all significant areas of the Company''s operations. The Audit Committee reviews the effectiveness of the Company''s internal control system.

DETAILS OF HOLDING, SUBSIDIARY AND ASSOCIATES:

The Company does not have any holding, subsidiary and associate Company during the period of Reporting.

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

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are as under:

Sr.	Particulars	Comments
No.
(A)	Conservation of energy
(i)	The steps taken or impact on conservation of energy;	NA
(ii)	The steps taken by the Company for utilizing alternate sources of energy;	Nil
(iii)	The capital investment on energy conservation equipment	Nil
(B)	Technology absorption
(i)	The efforts made towards technology absorption	NA
(ii)	The benefits derived like product improvement, cost reduction, product development or import substitution;	Nil
(iii)	In case of imported technology (import during the last three years reckoned from the beginning of the financial year :
	(a) the details of technology imported	Nil
	(b) the year of import	N.A.
	(c) whether the technology been fully absorbed	N.A.
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	N.A.
(iv)	The expenditure incurred on Research and Development	Nil
(C)	Foreign exchange earnings and Outgo	Inflow (In Lakhs.)	Out Flow (In Lakhs.)
	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	Nil	Nil

INDUSTRIAL RELATION:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DIRECTORS:

As per Provisions of Section 152 of the Companies Act, 2013 Mrs. Saritaben Natwarbhai Patel is liable to retire by rotation and is eligible for re-appointment.

At the core of corporate governance practices is the Board of Directors who oversees how the management serves and protects the long-term interests of all the stakeholders of the company. The Board of Directors of your Company are fully committed to steer the organization for long-term success through setting of strategies, delegating responsibilities and providing an overall direction to the business, while effectively managing risks and ensuring high quality of governance by keeping the Company on the path of sustainable growth and development.

The details of size and composition of the Board is provided in Corporate Governance Report, which forms part of this Annual Report.

Further, all the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

Also, pursuant to Schedule V(C)(10)(i) of SEBI (LODR) Regulation, 2015; the Company has received a certificate from Practicing Company Secretary stating that the Directors of the Company are not debarred or disqualified by the SEBI / Ministry of Corporate Affairs or any such statutory authority from being appointed or continuing as Director of the Company.

Further, all the Independent Directors of the Company have given declarations as required under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (LODR) Regulations, 2015.

In compliance to the aforesaid MCA Notification No. G.S.R. 804(E) dated 22nd October, 2019 which was effective from 01^st December, 2019, all the Independent Directors of your Company have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration of their names in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA). They have also submitted a copy of registration certificate to the Company as a proof of registration.

In accordance with the provisions of the Companies Act, 2013 read with Regulation 36 of SEBI (LODR) Regulations, 2015 and Secretarial Standard - 2 as issued by the Institute of Company Secretaries of India and in terms of the Memorandum and Articles of Association of the Company, the brief resume, nature of expertise, details of directorships held in other companies of the Directors concerned to the agenda items along with their shareholding in the Company, is stated in the Notice convening the 31^st Annual General Meeting of your Company.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

After completion of financial year, following changes took place in the Board Structure of the Company:

(a) In order to enhance the involvement of the professionalized personnel in Management of the Company, to create enduring guidance for the Company and to continue maintaining the diverse and independent Board for ensuring good governance practices, on recommendations of Nomination and Remuneration committee and Board of Directors at their meeting held on 30^th August,2025 has considered and approved the appointment of Mr. Shaishav Kaushik Shah, Mr. Jignesh Shirish Vasavada and Mr. Vishalkumar Rameshbhai Patel as an Non-Executive additional Independent Director of the Company.

In the opinion of the Board, Mr. Shaishav Kaushik Shah, Mr. Jignesh Shirish Vasavada and Mr. Vishalkumar Rameshbhai Patel is a person of integrity, possess requisite qualifications, expertise, experience (including the proficiency) and fulfils requisite conditions as per applicable laws and is independent of the management of the Company.

(b) Mr. Sureshbhai Natverlal Patel, Mr. Rameshbhai Revabhai Patel and Mr. Mehul Bhagawatprasad Patel resigned as independent director w.e.f. 30^th August,2025.

KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Act, the Key Managerial Personnel (''KMPs'') of the Company are as follows:

• Mr. Vikram Patel, Chief Financial Officer

• Ms. Kapila Shardul Tikke, Company Secretary and Compliance Officer

During the year under review, there were change in the KMPs of the Company.

• Mrs. Urvi Meet Shah resigned as Company Secretary and Compliance Officer of the company w.e.f. 7^th February,2025.

After completion of financial year, there were following change in the KMPs of the Company:

• Ms. Kapila Shardul Tikke appointed as Company Secretary and Compliance Officer of the company w.e.f. 24^th April, 2025 and resigned as Company Secretary and Compliance Officer of the company w.e.f. 31^st August,2025.

• Ms. Sonia Mayur Kulkarni appointed as Company Secretary and Compliance Officer w.e.f. 1^st September,2025.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, with respect to Director Responsibility Statement, the Board of Directors, to the best of its 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) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

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

NUMBER OF BOARD MEETINGS AND ATTENDANCE:

During the Financial Year under review, the Board of Directors of the Company met for 6 (Six) times for various agenda items of the Company, the same which were circulated well in advance to the Board. These were held on May 28, 2024, August 02, 2024, August 24, 2024, November 14, 2024, February 13,2025 and March 25, 2025. The interval between any two meetings was well within the maximum allowed gap of 120 days.

The Composition of Board of directors and the details of meetings attended by the directors during the year are given below.

Name of the director	Category	No. of Board Meetings Held & Entitled to Attend	No. of Board Meetings Attended
Mr. Vikram Chhaganlal Patel	Manager, CFO and Director	6	6
Mr. Het Dashrathbhai Patel	Director	6	6
Mrs. Saritaben Natwarbhai Patel	Director	6	6
Mr. Sureshbhai Natverlal Patel	Independent Director	6	6

Mr. Rameshbhai Revabhai Patel	Independent Director	6	6
Mr. Mehul Bhagawatprasad Patel	Independent Director	6	6

COMMITTEES OF THE BOARD:

Matters of policy and other relevant and significant information are furnished regularly to the Board. To provide better Corporate Governance & transparency, currently, your Board has Audit Committee, Nomination & Remuneration Committee, Stakeholder Relationship Committee to look into various aspects for which they have been constituted. The Board fixes the terms of reference of Committees and also delegate powers from time to time.

AUDIT COMMITTEE:

The Audit Committee comprises of non-executive Independent Director and Director as its Member. The Chairman of the committee is Independent Director.

During the Financial year 2024-25, Four (4) meeting of audit committee held on May 28, 2024, August 02, 2024, November 14, 2024, and February 13,2025.

The Composition of Audit Committee and the details of meetings attended by the members during the year are given below.

Sr. No.	Name of the Director	Status in Committee Nature	Nature of Directorship	No of Meetings Held & Entitled to Attend	No of Meetings attended
1.	Mehul Bhagawatprasad Patel	Chairman of committee	Non-Executive and Independent Director	4	4
2.	Sureshbhai Natverlal Patel	Member	Non-Executive and Independent Director	4	4
3.	Vikram Chhaganlal Patel	Member	Director	4	4

RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS:

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of non-executive Independent Director and Director as its members. The Chairman of the Committee is an Independent Director.

During the Financial year 2024-25, three meeting of the Nomination and Remuneration Committee met on May 28, 2024, August 02,2024 and November 14,2024.

Sr. No.	Name of the Director	Status in Committee Nature	Nature of Directorship	No of Meetings Held & Entitled to Attend	No of Meeting s att en de d
1.	Rameshbhai Revabhai Patel	Chairman of committee	Non-Executive and Independent Director	3	3
2.	Sureshbhai Natverlal Patel	Member	Non-Executive and Independent Director	3	3
3.	Mehul Bhagawatprasad Patel	Member	Non-Executive and Independent Director	3	3

The Company''s Policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act (salient features) has been briefly disclosed hereunder and in the Report on Corporate Governance, which is a part of this Report.

Selection and procedure for nomination and appointment of Directors:

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s appointment or re-appointment is required. The NRC reviews and vets the profiles of potential candidates vis-a-vis the required competencies, undertakes due diligence and meeting potential candidates, prior to making.

Criteria for determining qualifications, positive attributes and independence of a Director:

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

• Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

• Independence - A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

It is affirmed that the remuneration paid to Directors, KMPs and employees is as per the Remuneration Policy of the Company.

The Nomination and remuneration policy available on the website of the company at https://www.popularestatemanagement.in/.

STAKEHOLDER RELATIONSHIP COMMITTEE:

The stakeholder relationship committee comprises non-executive Independent Director and Director as its members. The Chairman of the Committee is an Independent Director.

During the Financial year 2024-25, four (4) meeting of Stakeholder Relationship Committee were held on May 28, 2024, August 02, 2024, November 14, 2024 and February 13, 2025.

The Composition of Stakeholder and Relationship Committee and the details of meetings attended by the members during the year are given below:

Sr. No.	Name of the Director	Status in Committee Nature	Nature of Directorship	No. of Meetings Held & entitle d to Attend	No. of Meetings attend ed
1.	Rameshbhai Revabhai Patel	Chairman of committee	Non-Executive and Independent Director	4	4
2.	Sureshbhai Natverlal Patel	Member	Non-Executive and	4	4

			Independent Director
3.	Mehul Bhagawatprasad Patel	Member	Non-Executive and Independent Director	4	4

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Company''s website after conclusion of the AGM at https://www.popularestatemanagement.in/.

CORPORATE GOVERNANCE REPORT:

POPULAR ESTATE MANAGEMENT LIMITED is committed to ensuring the highest levels of ethical standards, professional integrity, corporate governance and regulatory compliance. The Company understands and respects its fiduciary duty to all stakeholders and strives to meet their expectations. The core principles of independence, accountability, responsibility, transparency, fair and timely disclosures serve as the basis of the Company''s approach to Corporate Governance.

A separate section on report on Corporate Governance for the Financial Year 2024-25 as stipulated under the Chapter IV, Regulation 34(3) read with Schedule V of SEBI (LODR) Regulations, 2015 forms part of this Annual Report along with a certificate of compliance from M/s. Sejal Shah & associates., Company Secretary in practice.

Report on Corporate Governance is annexed in annexure-I and forms an integral part of this Annual Report. Certificate from M/s. Sejal Shah & associates., Company Secretary in practice, regarding compliance of conditions of Report on Corporate Governance as stipulated in the Listing Regulations is also appended to the Report on Corporate Governance.

CERTIFICATE BY CHIEF FINANCIAL OFFICER OF THE COMPANY:

Pursuant to Regulation 17(8) of SEBI (LODR) Regulations, 2015 Compliance certificate as per Part B of Schedule -II is annexed in annexure-II.

AUDITORS:1. STATUTORY AUDITOR:

At the 26^th AGM held on August 27, 2021 the Members approved appointment of M/s. H. S. Jani & Associates., Chartered Accountants (Firm Registration No. 127515W) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 31^st AGM.

Accordingly, on completion of term of appointment of Statutory Auditors at the conclusion of the 31^st AGM and pursuant to provisions of Sections 139, 141 & 142 of the Act and applicable Rules and other applicable provisions of the Act, the Board of Directors at its meeting held on September 04,2025 has approved the reappointment of M/s. H. S. Jani & Associates., Chartered Accountants as Statutory Auditors for a consecutive term of 5 (Five) years from the conclusion of this 31^st AGM till the conclusion of 36^th AGM and to conduct the statutory audit subject to the approval of shareholders of the Company at this ensuing AGM.

Further the Company has received written consent(s) and certificate(s) of eligibility from the proposed Statutory Auditors M/s. H. S. Jani & Associates, Chartered Accountant in accordance with Sections 139 and 141 of the Act and applicable Rules and other provisions of the Act. Further, the Company has received confirmation from the proposed firm that they have been subjected to the peer review process of the Institute of Chartered Accountants of lndia (lCAl) and holds a valid certificate issued by the Peer Review Board of the ICAI. They have further confirmed that they are not disqualified to be appointed as the Statutory Auditors in terms of the Act and Rules made thereunder.

The Independent Auditor''s Report on the Audited Standalone Financial Statements of the Company issued by M/s. H. S. Jani & associates., Statutory Auditors of the Company for the Financial Year 2024-25.

2. SECRETARIAL AUDITOR:

The Board of directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s. Sejal Shah & associates. (CP. No. 21683), Practicing Company Secretary, Ahmedabad as Secretarial Auditor of the Company to conduct the Secretarial Audit as per the provisions of the said Act for the Financial Year 2024-25.

Pursuant to the provisions of section 204 of the Companies Act,2013 secretarial Audit Report given by Sejal Shah & associates is attached as Form MR-3 in Annexure III. The Board has duly reviewed the Secretarial Auditor''s Report and the observations and comments, appearing in the report are self-explanatory and do not call for any further explanation/clarification by the Board of Directors as provided under section 134 of the Act.

3. INTERNAL AUDITOR:

Mr. Alpesh Shah., Ahmedabad has conducted Internal Audit for the Financial Year 2024-25. Mr. Alpesh Shah appointed as an Internal Auditors of the Company for the Financial Year 2024-25; the consent of which has been duly received by the Company from the said Auditors to act as the Internal Auditor of the Company, on such terms & conditions as may be mutually agreed upon by the Internal Auditor and by the Board from time to time. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time.

4. COST AUDITOR:

As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies (Cost records and audit) Rules, 2014, the company is not required to appoint a cost auditor to maintain / audit the cost records of the company for cost audit report.

REVIEW OF STATUTORY AUDITORS REPORT:

There are no qualifications, reservations or adverse remarks made by Statutory Auditors M/s.

H. S. Jani & associates, Chartered Accountants, in their Auditor''s report for the Financial Year ended March 31, 2025.

REVIEW OF SECRETARIAL AUDITORS REPORT:

Pursuant to the provisions of section 204 of the Companies Act,2013 secretarial Audit Report given by Sejal Shah & associates is attached as Form MR-3 in Annexure III. The Board has duly reviewed the Secretarial Auditor''s Report and the observations and comments, appearing in the report are self-explanatory and do not call for any further explanation/clarification by the Board of Directors as provided under section 134 of the Act.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("Listing Regulations") the Management Discussion and Analysis of the Company for the year under review is presented in a separate section forming the part of the Annual Report is attached here with as Annexure IV.

DEMATERIALISATION OF SHARES:

The Company''s Shares are in compulsory Demat segment and as on 31^st March, 2025,

I, 22,19,200 Equity Shares of the Company forming 87.28% of the company''s paid - up Equity share capital is in dematerialized form. The ISIN No. of company is INE370C01015 and Registrar and Share Transfer Agent is MUFG Intime India Private Limited (Formerly Known as Link Intime India Pvt. Ltd.)

DIRECTOR REMUNERATION AND SITTING FEES:

During the F.Y. 2024-25, the company has not paid any remuneration and sitting fees to directors of the company.

RELATED PARTY TRANSACTIONS:

During the year, the company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company and stakeholders at large. Suitable disclosures as required are provided in AS-18 which is forming part of the notes to the financial statement.

CREDIT RATING:

The company has not obtained any rating from any Credit Rating Agency during the year. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, the Independent Directors met on February 13,2025 and March 25, 2025 inter alia, to discuss:

1. Review the performance of the Non- Independent Directors and the Board of Directors as a whole.

2. Review the performance of the Chairman of the Company, taking into account of the views of the Executive and Non- Executive Directors.

3. Assess the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors were present in the meeting.

1. DECLARATION FROM INDEPENDENT DIRECTORS:

The Independent Directors of the Company have given declarations stating that they meet the criteria of independence as prescribed under the Section 149(6) of the Companies Act, 2013 read with the rules made there under and read with Regulation 16(1)(b) of the Listing Regulations and in the opinion of the Board, the Independent Directors meet the said criteria.

Further, the Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience (including the proficiency) and expertise in their respective fields and that they hold highest standards of integrity. In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

2. CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS:

An Independent Director shall be a person of integrity and possess appropriate balance of skills, experience and knowledge in one or more fields of finance, law, management, sales,

marketing and technical operations or any other discipline related to the Company''s business. The Company did not have any peculiar relationship or transactions with non-executive independent Directors during the year ended March 31, 2025.

3. FORMAL 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, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of Independent Directors, performance of Non-Independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

POLICIES OF THE COMPANY:• REMUNERATION AND APPOINTMENT POLICY:

The Company follows a policy on remuneration of Directors and senior management employees, details of the same are given in the website of the Company https://www.popularestatemanagement.in/.

The committee must ensure that:

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors and key managerial personnel of the quality required to run the company successfully.

b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

c. remuneration to directors, key managerial personnel and senior management 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.

• POLICY ON MATERIALITY OF RELATED PARTY TRANSACTION:

Your Company has adopted the policy on Materiality of Related Party Transaction to set out the dealing with the transaction between the Company and its related parties. The Policy on Materiality of Related Party Transaction has been available on the website of the Company https://www.popularestatemanagement.in/.

• POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:

Your Company has adopted the policy of code of Conduct to maintain standard of business conduct and ensure compliance with legal requirements. The Policy on Code of Conduct for Director and Senior Management has been available on the website of the Company https://www.popularestatemanagement.in/.

• PREVENTION OF INSIDER TRADING:

Pursuant to provisions of the regulations, the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by employees and other connected persons and code of practices and procedure for fair disclosure of unpublished price Sensitive Information. The same has been available on the website of the Company https://www.popularestatemanagement.in/.

• POLICY ON THE PRESERVATION OF DOCUMENTS AND ARCHIVE POLICY:

Pursuant to provision of the regulations, the board has formulated the policy on the Preservation of Documents & Archive policy. The same has been available at the website of company at https://www.popularestatemanagement.in/.

• BUSINESS RISK MANAGEMENT:

The Company has taken various steps in connection with the implementation of Risk Management measures in terms of provisions contained in the Companies Act, 2013, after identifying the elements of risks which in the opinion of the Board may threaten the very existence of the Company. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by Board from time to time. Key risks identified are methodically addressed through mitigating actions on a continuing basis. The policy of risk management is made available on the website of the company at https://www.popularestatemanagement.in/.

• VIGIL MECHANISM/WHISTLE BLOWER MECHANISM:

Your Company believes in conducting business affairs in a fair and transparent manner to foster professionalism, honesty, integrity and ethical behaviour via Vigil Mechanism/Whistle Blower Policy. POPULAR ESTATE MANAGEMENT LIMITED has established a robust Vigil Mechanism and adopted a Whistle Blower Policy in accordance with provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

The Vigil Mechanism has been available on the website of the Company at https://www.popularestatemanagement.in/.

• POLICY ON IDENTIFICATION OF GROUP COMPANIES, MATERIAL CREDITORS AND MATERIAL LITIGATIONS:

Your Company has adopted a policy on identification of group companies, material creditors and material litigations. The policy on identification of group companies, material creditors and material litigations has been available on the website of the Company at https://www.popularestatemanagement.in/.

• POLICY ON DETERMINATION AND DISCLOSURE OF MATERIALITY OF EVENTS AND INFORMATION:

Your Company has adopted a Policy on Determination and Disclosure of Materiality of Events and Information. The Policy on Determination and Disclosure of Materiality of Events and Information has been available on the website of the Company at https://www.popularestatemanagement.in/.

• CORPORATE SOCIAL RESPONSIBILITY:

As per section 135 of the Companies act, 2013 expenditure of CSR is not applicable to the company for f. y. 2024-25 since the company is not meeting with the criteria of net-worth, turnover or net profits mentioned therein.

PARTICULARS REGARDING EMPLOYEES'' REMUNERATION:

During the year under review, there are no employees drawing remuneration which is in excess of the limit as prescribed under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information pertaining to section 197 read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), 2014 is annexed herewith as Annexure-V.

DISCLOSURES BY DIRECTORS:

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as information by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013.

DISQUALIFICATIONS OF DIRECTORS:

During the financial year 2024-25 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified; to hold office as director disqualified as per provision of Section 164(2) of the Companies Act, 2013 and debarred from holding the office of a Director pursuant to any order of the SEBI or any such authority in terms of SEBI''s Circular No. LIST/COMP/14/2018-19 dated 20^th June 2018 on the subject "Enforcement of SEBI orders regarding appointment of Directors by Listed Companies".

The Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SECRETARIAL STANDARD:

Your Directors states that they have devised proper systems to ensure compliance with the Secretarial Standards and that such system are adequate and operating effectively.

OTHER REGULATORY REQUIREMENT:

The Company has been complied with all regulatory requirements of central government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Company''s operations in future.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2024-25.

INVESTOR GRIEVANCES REDRESSAL STATUS:

During the Financial Year 2024-25, there were no complaints or queries received from the shareholders of the Company. Company Secretary, acts as the Compliance Officer of the

Company is responsible for complying with the provisions of the Listing Regulations, requirements of securities laws and SEBI Insider Trading Regulations. The Investor can send their query at [email protected]

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

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules there under. The Company has a zero-tolerance policy for sexual harassment in the workplace. It has adopted a comprehensive policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace, in alignment with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder.

ACKNOWLEDGEMENT:

The Directors thank the Company''s employees, customers, vendors, investors and academic partners for their continuous support. The Directors also thank the Government of India, Governments of various states in India, concerned Government departments and agencies for their co-operation. The Directors appreciate and value the contribution made by every member of the company.

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Mar 31, 2024

Your directors are presenting herewith their 30^th (Thirtieth) Annual Report together with the Audited Statements of Accounts for the period ended 31^st March, 2024.

FINANCIAL RESULTS: (In Rs.)

Particulars	Current Year Ended on	Current Year Ended on
	31/03/2024	31/03/2023
Income from operations	0.00	0.00
Other Income	0.00	123.00
Depreciation & amortization	18,26,505.00	26,21,994.00
Expenses other than Depreciation	49,77,174.00	63,52,753.00
Preliminary Exp. Written off	0.00	0.00
Net Profit/(Loss) Before Tax	(68,03,679.00)	(89,74,624.00)
Current Tax	0.00	0.00
Deferred Tax	0.00	0.00
Profit/(Loss) After Tax	(68,03,679.00)	(89,74,624.00)
Proposed Dividend	0.00	0.00
Provision for dividend distribution Tax	0.00	0.00
Profit/(Loss) after Tax & Dividend	(68,03,679.00)	(89,74,624.00)
Bal. Brought Forward	29,46,16,818.00	30,35,91,442.00
Less : Income Tax paid for previous year	0.00	0.00
Less : Short Provision of Taxes of earlier years	0.00	0.00
Balance Carried to Balance Sheet	28,78,13,139.00	29,46,16,818.00

DIVIDEND:

The Board of Directors has not recommended any dividend for the year 2023-24. (Previous year: NIL). PRESENT OPERATIONS AND FUTURE PROSPECTS:

During the year under review, the Company has not generated any revenue from operations against Nil of the previous year. The net loss after tax for the year under review has been Rs. 68,03,679 as against loss of Rs. 89,74,624/- during the previous financial year. Your Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in future period.

A detailed analysis of the financial results is given in the Management Discussion and Analysis Report, which forms part of this report.

RESERVES AND SURPLUS:

The Company had reserves and surplus of Rs. 28,78,13,139/- in the present financial year as against the reserve and surplus of Rs. 29,46,16,818/- during the previous financial year.

I. APPOINTMENT & RESIGNATION OF DIRECTORS:

During the financial year 2023-24 there were no changes in the composition of board of directors of the company. At present, the structure of Board of Directors is as follows:

Sr. No.	CATEGORY	NAME OF DIRECTORS
Promoter and Executive Director
1.	Director, CFO & Manager	Vikram Chhaganlal Patel
2	Director	Shri Het D Patel
Woman Director
3.	Woman Director	Smt. Saritaben Natwarbhai Patel
Independent Directors
6.	Independent Director	Shri Sureshbhai Natwarlal Patel
8.	Independent Director	Shri Rameshbhai Revabhai Patel
9.	Independent Director	Mehul Patel

II. RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION:

Pursuant to Section 152 of Companies Act, 2013, Mr. Vikram Chhaganlal Patel (DIN: 00166707), will retire by rotation at ensuing Annual General Meeting and being eligible, seeks re-appointment as the Director of the company and his brief profile is given in this report as notes to the notice.

COMPANY SECRETARY AND COMPLIANCE OFFICER:

During the year under review, Mrs. Urvi Meet Shah who is a member of ICSI having membership no. ACS 73067 has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. 1^st February, 2024 in place of Mrs. Sonali Panchal (Membership No. ACS 23824), Company Secretary and Compliance officer who resigned w.e.f. 4^th January, 2024.

CHIEF FINANCIAL OFFICER (CFO) AND MANAGER:

Mr. Vikram Chhaganlal Patel (DIN: 00166707 & PAN: AGUPP0288P) has been CFO and Manager of the company.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

The company has no subsidiary company, joint venture company or associate company.

DEPOSIT:

During the year under review your company has not accepted deposit from public as envisaged by Chapter V of the Companies Act, 2013.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the year, the company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company and stakeholders at large. Suitable disclosures as required are provided in AS-18 which is forming part of the notes to the financial statement.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The requisite details as required by Section 134(3) (e), Section 178(3) & (4) and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are annexed as Annexure A to this Report.

CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the company during the year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS/ OUTGO:

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the relevant data pertaining to conservation of energy, technology absorption are not applicable and hence, not given. Moreover, the Company has no Foreign Exchange earnings and outgo.

PARTICULARS OF EMPLOYEES:

There are no employees drawing the remuneration in excess of limits prescribed under Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further the following details form part of Annexure B and Annexure C to the Board''s Report:

i) Pursuant to Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 statement containing the names and other particulars of top ten employees in terms of remuneration drawn by them- Annexure B

ii) Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014- Annexure C

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

During the year under review, no material changes and commitments occurred which affect the financial position of the company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

The company had also made an application for revocation of suspension of trading in equity shares of the company.

Accordingly, the company has been granted in-principle approval for revocation of suspension in trading of securities of company on 29/03/2023 and the company has also received post approval for revocation of suspension in trading of equity shares of company on 21/06/2023 and the suspension of trading in equity shares was revoked and trading in shares was started w.e.f. 30/06/2023.

CHANGES IN SHARES CAPITAL:

The company has not made any changes in the share capital of the company during the year under review.

INSURANCE:

All the assets of the company are adequately insured and the company has developed proper system for taking insurance on all its insurable assets in order to mitigate the risk.

AUDITORS:

I. STATUTORY AUDITORS & AUDITORS'' REPORT:

The statutory auditors namely, M/s. H.S. Jani & Associates, Chartered Accountants, (FRN: 127515W) has been appointed as a Statutory Auditor of the company since 27^th August, 2021 for a period of 5 years to hold office until the conclusion of the 31^st Annual General Meeting of the company in calendar year 2025.

Ministry of Corporate Affairs, vide notification dated 7^th May, 2018 has come with the amendment in Companies (Audit and Auditors) Amendment Rules, 2018 regarding non requirement of ratification of Auditor at every Annual General Meeting after his appointment as a Statutory Auditor of the Company. Therefore, ratification of appointment of auditor is not proposed in the ensuing Annual General Meeting.

AUDITORS'' REPORT:

The auditors'' report does not contain any qualification, reservation or adverse remark(s) on the financial statements for the year ended 31/03/2024. The notes of accounts referred to in the auditors'' report are self explanatory and therefore do not require any further comments.

II. INTERNAL CONTROL AUDITOR AND SYSTEM:

Pursuant to the provisions of section 138 of the Companies Act and rules made there under, the company has proper system of Internal Control and it has also appointed internal auditor to look after the matters of internal control.

Adequate internal control systems commensurate with the nature of the Company''s business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations. Internal control systems are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately protected.

III. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of section 204 of the Act and The Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014, the Company has appointed M/s. Ronak Doshi & Associates, Practicing Company Secretary, Ahmedabad to undertake Secretarial Audit for the financial year ended on 31^st March, 2024. Secretarial Audit Report is attached to this report as Form MR-3 as Annexure D. The Board has duly reviewed the Secretarial Auditor''s Report and the observations and comments, appearing in the report are self-explanatory and do not call for any further explanation/clarification by the Board of Directors as provided under section 134 of the Act.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92 (3) of the Companies Act, 2013 read with rules 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form MGT-9 is not required to be annexed herewith in Board report of the company. However, the company is having website i.e.: http://www.popularestatemanagement.in and copy of annual return of company will be published on the website once it will be filed.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review, the company is outside the purview of Section 135 of Companies Act, 2013 related to Corporate Social Responsibility.

ENVIRONMENT, HEALTH AND SAFETY:

The Company accords the highest priority to Environment, Health and Safety. The management is constantly reviewing the safety standards of the employees and the management believes in the concept of sustainable development.

INDUSTRIAL RELATIONS:

Industrial Relations during the year under review continued to be cordial.

ACCOUNTING STANDARDS AND FINANCIAL REPORTING:

The Company incorporates the accounting standards as and when issued by the Institute of Chartered Accountants of India. The company complied with the Stock Exchange and legal requirement concerning the Financial Statements at the time of preparing them for the Annual Report. Moreover, the Balance sheet of the Company has been converted and presented as per Indian Accounting Standards - IND AS.

MANAGING THE RISKS OF FRAUD. CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

i. Vigil Mechanism / Whistle Blower Policy:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct or Ethics Policy.

ii. Business Conduct Policy:

The Company has framed "Business Conduct Policy". Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the Policy. The objective of the Policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

The company is not paying any dividend since last many years and hence, there is no money lying with the Company which is to be required transferred to Investor Education and Protection Fund (IEPF).

CORPORATE GOVERNANCE AND MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34(3) and 53(f) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Corporate Governance Report, the Management Discussion & Analysis Statement, and the Auditors'' Certificate regarding Compliance of Conditions of Corporate Governance are part of this Annual Report.

DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI and Bombay Stock Exchange Limited, the shares of the Company are under compulsory Demat form. The Company has established connectivity with both the Depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited and the Demat activation number allotted to the Company is ISIN: INE370C01015. Presently, shares are held in electronic and physical mode (87.28% of shares in Demat, 12.72% in physical mode).

LISTING:

The equity shares of the company are listed in the Bombay Stock Exchange Limited which has the connectivity in most of the cities across the country. However, the trading of shares was suspended due to penal reasons w.e.f. 11/06/2021 and the management had filed application for revocation of

suspension of trading in shares with BSE on 10^th June, 2022 and the same is approved by BSE on 21/06/2023 and the trading in equity shares has activated w.e.f. 30/06/2023.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors duly met at regular intervals during the mentioned financial year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The details regarding the meetings of board of directors and the attendance of the directors in the same is mentioned in Corporate Governance Report.

NUMBER OF MEETINGS OF THE AUDIT COMMITTEE:

The Audit Committee duly met at regular intervals during the mentioned financial year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The details regarding the meetings of Audit Committee and the attendance of the committee members in the same is mentioned in Corporate Governance Report.

NUMBER OF MEETINGS OF THE NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee duly met at regular intervals during the mentioned financial year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The details regarding the meetings of Nomination and Remuneration Committee and the attendance of the committee members in the same is mentioned in Corporate Governance Report.

NUMBER OF MEETINGS OF THE STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder relationship Committee duly met at regular intervals during the mentioned financial year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The details regarding the meetings of stakeholder relationship Committee and the attendance of the committee members in the same is mentioned in Corporate Governance Report.

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

The Company has implemented an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) the Board confirms and submits the Director''s Responsibility Statement:-

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

b) The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the Annual Accounts on a going concern basis; and

e) The Directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

DECLARATION BY INDEPENDENT DIRECTORS:-

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the company has received individual declarations from all the Independent Directors mentioned below, confirming that they fulfil the criteria of independence as specified in Section 149(6) of the Companies Act,2013.

1. Mr. Rameshbhai Revabhai Patel

2. Mr. Sureshbhai Natverlal Patel

3. Mr. Mehul Bhagawatprasad Patel.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

During the period under report, the Company has not provided any loans, guarantee or security to any person or Body Corporate under Section 186 of the Companies Act, 2013.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR), 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as, the evaluation of the working of its Audit, Nomination and Remuneration, Stakeholders'' Relationship Committees. The performance of the Board was evaluated by the Board after seeking feedback from all the Directors on the basis of the parameters/criteria, such as, degree of fulfillment of key responsibility by the Board, Board Structures and Composition, establishment and delineation of responsibilities to the Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics and, Quality of relationship between the Board and the Management. The performance of the committees viz. Audit Committee, Nomination & Remuneration Committee, and Stakeholders Relationship Committee was evaluated by the Board after seeking feedback from Committee members on the basis of parameters/criteria such as degree of fulfillment of key responsibilities, adequacy of committee composition, effectiveness of meetings, committee dynamics and, quality of relationship of the committee with the Board and the Management.

RISK MANAGEMENT:

The company has developed and implemented a risk management system which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out.

ACKNOWLEDGMENT:

Your Directors wish to place on record their sincere appreciation to the financial institutions, Company''s bankers and customers, vendors and investors for their continued support during the year. Your Directors are also pleased to record their appreciation for the dedication and contribution made by employees at all levels who through their competence and hard work have enabled your Company achieve good performance year after year and look forward to their support in future as well.

Regd. Office: By Order of the Board

81, 8^th Floor, A-Wing, For, Popular Estate Management Limited

"New York Tower", Opp. Muktidham Derasar,

Thaltej, S. G. Highway, Ahmedabad-380054

Sd/- Sd/-

VIKRAM CHHAGANLAL PATEL HET D PATEL

DIRECTOR, CFO & MANAGER DIRECTOR

DIN: 00166707 DIN: 06986909

Date:24/08/2024

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Mar 31, 2015

Dear Members,

The directors are presenting herewith their Twenty first Annual Report together with the Audited Statements of Accounts for the period ended 31st March, 2015.

FINANCIAL RESULTS:

Particulars Current Year Previous Year Ended on Ended on 31/03/2015 31/03/2014

Income from operations 0.00 2,91,00,000.00

Other Income 7,76,375.00 0.00

Depreciation & amortization 52,65,603.00 30,02,052.00

Expenses other than 70,92,177.00 83,43,812.00 Depreciation

Preliminary Exp. Written off 0.00 0.00

Net Profit/(Loss) Before Tax (1,15,81,405).00 1,77,54,136.00

Compensation received for 19,99,71,400.00 0.00 relinquishment of right to sue

Current Tax 0.00 38,50,000.00

Differed Tax (7,92,887).00 (1,75,881).00

Wealth Tax 95,110.00 1,10,000.00

Profit/(Loss) After Tax 18,90,87,772.00 1,39,70,017.00

Proposed Dividend 0.00 0.00

Provision for dividend 0.00 0.00 distribution Tax

Profit/(Loss) after Tax & 18,90,87,772.00 1,39,70,017.00 Dividend

Bal. Brought Forward 14,27,58,435.00 12,84,08,639.00

Less : Income Tax paid for 0.00 0.00 previous year

Less : Short Provision of 0.00 0.00 Taxes of earlier years

Balance Carried to 33,25,61,207.00 14,30,93,656.00 Balance Sheet

DIVIDEND:

In order to conserve the resources, your directors do not recommend any dividend for the year 2014-15.

PRESENT OPERATIONS AND FUTURE PROSPECTS:

During the year under review, the Company has not generated any revenue from operation as against Rs. 2,91,00,000 during the previous financial year. The net profit after tax for the year under review has been Rs. 18,90,87,772 as against Rs. 1,39,70,017 during the previous financial year which shows tremendous growth of 1253.53% against the previous year. However, the net profit generated was not from operations but it was compensation received for relinquishment of right to sue. Your Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in future period.

The Company has entered into Development Agreements with various parties for the development of different projects on their respective land.

A detailed analysis of the financial results is given in the Management Discussion and Analysis Report, which forms part of this report.

BOARD OF DIRECTORS:

1. Mr. Dashrathbhai B Patel (DIN: 00235328), whole-time Director of the Company retires by rotation and, being eligible, offers himself for re-appointment.

2. Mr. Rameshbhai R Patel (DIN: 07074253), Independent Director and Mrs. Saritaben N Patel (DIN: 07074237), woman Promoter Director were appointed on the Board as an Additional Director on 21st January, 2015 and will be confirmed as Directors in the pursuing Annual General Meeting subject to approval of the shareholders in the Annual General Meeting.

3. Independent Directors:

The Independent Directors have submitted their declarations of independence, as required pursuant to the provisions of section 149(7) of the Act, stating that they meet the criteria of independence as provided in

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

The company has no subsidiary company, Joint Venture Company or Associates Company.

PUBLIC DEPOSIT:

During the year under review your Company has not accepted deposit form public as envisaged by Chapter V of the Companies Act, 2013.

CHANGE IN THE NATURE OF BUSINESS:

There is no Change in the nature of the business of the Company done during the year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS/ OUTGO:

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the relevant data pertaining to conservation of energy, technology absorption are not applicable and hence, not given. Moreover, the Company has no Foreign Exchange earnings and outgo.

PARTICULARS OF EMPLOYEES:

There are no employees drawing the remuneration in excess of limits prescribed under Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No such material changes and commitments, affecting the financial position of the company have occurred and hence no comments required.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

CHANGES IN SHARES CAPITAL:

The Company has not made any changes in the share capital of the company during the year under review.

INSURANCE:

All the assets of the company are adequately insured and the Company has developed proper system for taking insurance on all its insurable assets in order to mitigate the risk.

COMPLIANCE OFFICER:

At Present, Mr. Dashrathbhai B Patel has been appointed as Compliance Officer of the Company till the vacancy is fulfilled. The Company is in search of a member of ICSI for the post of Company Secretary and Compliance Officer.

I. STATUTORY AUDITORS & AUDITORS' REPORT:

The Company has received certificate u/s. 139 of the Companies Act, 2013 from M/s. Patel Jesalpura & Co., Chartered Accountants, (FRN 120802W), signifying that the appointment if made at the ensuing Annual General Meeting will be within the limits specified. It is therefore proposed to appoint M/s. Patel Jesalpura & Co., Chartered Accountants, (FRN 120802W) as the statutory Auditors of the Company.

Auditors' Report:

Information / explanation on remarks contained In Auditor's Report in Para 2 of report on other legal and regulatory requirements to the Auditors Report as per Section 217(3).

The directors hereby submit their explanations to the remark/qualification made by the auditors in their report for the year 2014-15. The Para No. 7 (c) of report on other legal and regulatory requirements to the Auditors Report and reply are as under:

Para 7 (c) of report on other legal and regulatory requirements to the Auditors Report:

2. According to the information and explanation given to us, there are no dues of sales tax, customs duty, wealth tax, service tax, excise duty and cess which have not been deposit on account of any dispute except Income Tax as per details mentioned in Para 7 (c) of the Auditor's Report.

Explanation to Para 7 (c) of report on other legal and regulatory requirements to the Auditors Report:

The directors are in bona fide belief that the company has no dues and liability towards the Income Tax Department. The dues of Income Tax for the Assessment year 2008-09, 2009-10, 2011-12 and 2012-13 are matter of technical dispute and the matter are pending before honorable CIT (A) (Chief Commissioner of Income Tax-Appeals) and ITAT (Income Tax Appellate Tribunal ) respectively.

All other comments in the Auditors Report with Notes on Accounts referred to the Auditor's Report are self explanatory and, therefore do not call for any further explanation.

II INTERNAL CONTORL SYSTEM:

Pursuant to the provisions of section 138 of the Companies Act and rules made there under, the company has proper system of Internal Control and it has also appointed internal auditor to look after the matters of internal control.

III. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of section 204 of the Act and The Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014, the Company has appointed M/s. Ronak Doshi & Associates, Practicing Company Secretary to undertake Secretarial Audit for the financial year ended on 31st March, 2015. Secretarial Audit Report is attached to this report as Form MR-3". The Board has duly reviewed the Secretarial Auditor's Report and the observations and comments, appearing in the report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors as provided under section 134 of the Act.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The CSR Committee of Board: As prescribed by the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee on 25th March, 2014 including Shri Suresh N Patel as Chairman of the Committee and two other members namely, Shri. Ramanbhai B Patel and Shri Purshottam M Pandya. The Committee is reviewing from time to time the Company's CSR Policy and the Committee is searching for the proper avenues to fulfill the Social Responsibility of the Company by Utilization of the fund of CSR. As part of its initiatives under Corporate Social Responsibility [CSR], the Company has contributed for education and for eradicating poverty for the year under review. As in the Financial Year 2014-15, the Company has earned the net Profit for which CSR is applicable, it is planning to spend the unspent amount of CSR in the year 2015-16.

ENVIRONMENT, HEALTH AND SAFETY:

The Company accords the highest priority to Environment, Health and Safety. The management is constantly reviewing the safety standards of the employees and the management believes in the concept of sustainable development.

MANAGING THE RISKS OF FRAUD. CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

i. Vigil Mechanism / Whistle Blower Policy:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct or Ethics Policy.

ii. Business Conduct Policy:

The Company has framed "Business Conduct Policy". Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the Policy. The objective of the Policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.

AUDIT COMMITTEE:

Audit Committee constituted by the company comprising two independent Non-Executive Directors viz. Shri. Purshottam M. Pandya, Chairman (having financial and accounting knowledge) and Shri. Suresh Patel, as well as Mr. Ramanbhai B Patel, Promoter and Executive Director as members. The constitution of Audit Committee meets with the requirements under Section 177 of the Companies Act, 1956 and Clause 49 of the Listing agreement of the Stock Exchanges as well.

The Committee periodically discussed the Financial Reporting process, reviewed the Financial Statements, and discussed the quality of the applied accounting principles and significant judgment that affected the Company's Financial Statements. Before presenting the audited accounts to the members of the Board, the Audit Committee recommended the appointment of the statutory auditors, subject to the Board's approval. The audit Committee reviewed with adequacy of internal control systems with the management, statutory and internal auditors.

INDUSTRIAL RELATIONS:

Industrial Relations during the year under review continued to be cordial.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company has transferred fund for dividend declared in the year 2007-08 lying in Escrow Account of Axis Bank. The same is required to be transferred to Investor Education and Protection Fund (IEPF) on 1st October, 2015 and it will be transferred to IEPF Account.

ACCOUNTING STANDARDS AND FINANCIAL REPORTING:

The Company incorporates the accounting standards as and when issued by the Institute of chartered Accountants of India. The Company Complied with the Stock Exchange and legal requirement concerning the Financial Statements at the time of preparing them for the Annual Report.

CORPORATE GOVERNANCE:

Your Company follows the principles of effective Corporate Governance. The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the revised Clause 49 of the Listing Agreement executed with the Stock Exchange(s).

A separate section on Corporate Governance is included in the Annual Report and Certificate from Company's Auditors confirming the compliance with the code of Corporate Governance as enumerated in Clause-49 of the listing agreement with the Stock Exchange is annexed hereto.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement executed with the Stock Exchange, is presented in a separate section forming part of the Annual Report.

DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI and Bombay Stock Exchange Limited, the shares of the Company are under compulsory demat form. The Company has established connectivity with both the Depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited and the demat activation number allotted to the Company is ISIN: INE 370C01015. Presently shares are held in electronic and physical mode (87.21% of shares in demat, 12.79% in physical mode).

LISTING:

The equity shares of the company are listed in the Bombay Stock Exchange Limited which has the connectivity in most of the cities across the country.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors duly met at regular intervals during the mentioned financial year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The details regarding the meetings of board of directors and the attendance of the directors in the same is mentioned in Corporate Governance Report.

NUMBER OF MEETINGS OF THE AUDIT COMMITTEE:

The Audit Committee duly met at regular intervals during the mentioned financial year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The details regarding the meetings of Audit Committee and the attendance of the directors in the same is mentioned in Corporate Governance Report.

NUMBER OF MEETINGS OF THE NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee duly met at regular intervals during the mentioned financial year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The details regarding the meetings of Nomination and Remuneration Committee and the attendance of the directors in the same is mentioned in Corporate Governance Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (Prevention, Prohibition and Redressal Act, 2013):

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) the Board confirms and submits the Director's Responsibility Statement:-

a) in preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the Annual Accounts on a going concern basis; and

e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

During the period under report, the Company has not provided guarantee to any person or Body Corporate. It has also given Loans to any person or Body Corporate during the year, which is covered under Section 186 of the Companies, Act, 2013.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with rules 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of annual return is annexed herewith as MGT-9 and forming part of the report.

RISK MANAGEMENT POLICY:

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

The Particulars of contracts or arrangements with related parties are given in the prescribed Form AOC-2 appended herewith as Annexure-A.

ACKNOWLEDGMENT:

Your Directors wish to place on record their sincere appreciation to the financial institutions, Company's bankers and customers, vendors and investors for their continued support during the year.

Your Directors are also pleased to record their appreciation for the dedication and contribution made by employees at all levels who through their competence and hard work have enabled your Company achieve good performance year after year and look forward to their support in future as well.

Regd. Office: By Order of the Board 81, 8th Floor, A-Wing, For, Popular Estate Management Limited "New York Tower" Opp. Muktidham Derasar, Thaltej, S. G. Highway, Sd/- Sd/- Ahmedabad-380054 Ramanbhai B Patel Dashrathbhai B Patel Chairman and Managing Whole-time Director Director Date: 27th August,2015 DIN: 00118530 DIN: 00235328

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Mar 31, 2014

The Members, Popular Estate Management Limited, Ahmedabad

The directors have pleasure in presenting herewith their Twentieth Annual Report together with the Audited Statements of Accounts for the period ended 31st March, 2014.

FINANCIAL RESULTS :

Particulars Current Previous Year Ended Year Ended on 31/03/2014 on 31/03/2013 Income from operations 2,91,00,000.00 0.00

Other Income 0.00 471.00 Depreciation 30,02,052.00 30,27,267.00 Expenses other 83,43,812.00 9,07,90,854.00 than Depreciation Preliminary Exp. 0.00 0.00 Written off Net Profit/(Loss) 1,77,54,136.00 (9,38,17,650).00 Before Tax Current Tax 38,50,000.00 0.00 Differed Tax (1,75,881).00 16,94,293.00 Wealth Tax 1,10,000.00 0.00 Profit/(Loss) 1,39,70,017.00 (9,55,11,943).00 After Tax Proposed Dividend 0.00 0.00 Provision for dividend 0.00 0.00 distribution Tax Profit/(Loss) 1,39,70,017.00 (9,55,11,943).00 after Tax & Dividend Bal. Brought Forward 12,84,08,639.00 22,39,20,582.00

Less : Income Tax paid 0.00 0.00 for previous year Less : Short Provision 0.00 0.00 of Taxes of earlier years Balance Carried to 14,23,78,656.00 12,84,08,639.00 Balance Sheet

DIVIDEND :

In order to conserve the resources, your directors do not recommend any dividend for the year 2013-14.

BOARD OF DIRECTORS :

1. Mr. Dashrathbhai B Patel, whole-time Director of the Company retires by rotation and, being eligible, offers himself for re-appointment.

2. Mr. Chhaganbhai B Patel, Whole-Time Director of the Company and Mr. Purshottam H Pandya, Independent Director of the Company has resigned from the Board on 27th November, 2013.

3. In accordance with the provisions of Section 149, 152 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder, it is proposed to appoint Mr. Purshottam M Pandya and Mr. Suresh N Patel, who are currently non-executive independent directors of the company and who meet the criteria for independence as provided in Section 149(6) of the Companies Act, 2013, as independent directors for a period of 5 years from the date of the ensuing Annual General Meeting.

REVIEW OF FINANCIAL PERFORMANCE, OPERATIONS AND FUTURE PROSPECTS :

During the year under report, the company has made profit before Tax of Rs.177.54 Lac during the year and

the operations for the year under review have resulted into net profit after tax of Rs. 139.70 Lac. The directors

are hoping for better performance in coming years.

The Company has entered into Development Agreements with various parties for the development of different projects on their respective land.

A detailed analysis of the financial results is given in the Management Discussion and Analysis Report, which forms part of this report.

PUBLIC DEPOSIT :

The Company has not accepted any public deposits as defined under section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975, as amended, during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS / OUTGO :

The information relating to conservation of Energy, Technology Absorption, Foreign Exchange Earning / Outgo as required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable and hence, not given.

PARTICULARS OF EMPLOYEES :

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars Employees) Rules, 1975 are not applicable to the Company, since none of the employees of the Company was in receipt of total remuneration exceeding of Rs.60,00,000/- p.a. or Rs.5,00,000/- p. m. for part of the year during the financial year under review.

COMPANY SECRETARY AND COMPLIANCE OFFICER :

In accordance with the provisions of Section 383A of the Companies Act, 1956, Shri Ronak D Doshi, a member of The Institute of Company Secretaries of India (ICSI) has resigned from the post of Company Secretary and Compliance Officer with effect from 27th November, 2013. At Present, Mr. Dashrathbhai B Patel has been appointed as Compliance Officer of the Company till the vacancy is fulfilled. The Company is in search of a new member of ICSI for the post of Company Secretary and Compliance Officer.

AUDIT COMMITTEE :

Audit Committee constituted by the company comprising two independent Non-Executive Directors viz. Shri. Purshottam M. Pandya, Chairman (having financial and accounting knowledge) and Shri. Suresh Patel, as well as Mr. Ramanbhai B Patel, Promoter and Executive Director as members. The constitution of Audit Committee meets with the requirements under Section 292A of the Companies Act, 1956 and Clause 49 of the Listing agreement of the Stock Exchanges as well.

The Committee periodically discussed the Financial Reporting process, reviewed the Financial Statements, and discussed the quality of the applied accounting principles and significant judgment that affected the Company''s Financial Statements. Before presenting the audited accounts to the members of the Board, the Audit Committee recommended the appointment of the statutory auditors, subject to the Board''s approval. The audit Committee reviewed with adequacy of internal control systems with the management, statutory and internal auditors.

ACCOUNTING STANDARDS AND FINANCIAL REPORTING :

The Company incorporates the accounting standards as and when issued by the Institute of chartered Accountants of India. The Company Complied with the Stock Exchange and legal requirement concerning the Financial Statements at the time of preparing them for the Annual Report.

CORPORATE GOVERNANCE :

Your Company follows the principles of effective Corporate Governance. The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the revised Clause 49 of the Listing Agreement executed with the Stock Exchange(s).

A separate section on Corporate Governance is included in the Annual Report and Certificate from Company''s Auditors confirming the compliance with the code of Corporate Governance as enumerated in Clause-49 of the listing agreement with the Stock Exchange is annexed hereto.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT :

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the

Listing Agreement executed with the Stock Exchange, is presented in a separate section forming part of the Annual Report.

DEMATERIALISATION OF EQUITY SHARES :

As per direction of the SEBI and Bombay Stock Exchange Limited, the shares of the Company are under compulsory demat form. The Company has established connectivity with both the Depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited and the demat activation number allotted to the Company is ISIN: INE 370C01015. Presently shares are held in electronic and physical mode (87.20% of shares in demat, 12.80% in physical mode).

LISTING :

The equity shares of the company are listed in the Bombay Stock Exchange Limited which has the connectivity in most of the cities across the country.

AUDITORS :

M/s. Patel & Jesalpura., Chartered Accountants, Ahmedabad retire at the conclusion of this ensuing Annual General Meeting. The Company has received a certificate under Section 224 (1) (B) of the Companies Act, 1956 to the effect that their re-appointment, if made, will be in accordance to the limit specified in the said Section. You are requested to consider their re-appointment as Auditors of the Company for the Current Year.

AUDITORS REPORT :

Information / explanation on remarks contained In Auditor''s Report in Para 2 of report on other legal and regulatory requirements to the Auditors Report as per Section 217(3).

The directors hereby submit their explanations to the remark/qualification made by the auditors in their report for the year 2013-14. The Para No. 9 (c) of report on other legal and regulatory requirements to the Auditors Report and reply are as under:

Para 9 (c) of report on other legal and regulatory requirements to the Auditors Report:

2. According to the information and explanation given to us, there are no dues of sales tax, customs duty, wealth tax, service tax, excise duty and cess which have not been deposit on account of any dispute except Income Tax as per details mentioned in Para 9 (c) of the Auditor''s Report.

Explanation to Para 9 (c) of report on other legal and regulatory requirements to the Auditors Report:

The directors are in bona fide belief that the company has no dues and liability towards the Income Tax Department. The dues of Income Tax for the Assessment year 2011-12 and 2012-13 are matter of technical dispute and the matter are pending before honorable CIT (A) (Chief commissioner of Income Tax- Appeals) and ITAT (Income Tax Appellate Tribunal ) respectively.

All other comments in the Auditors Report with Notes on Accounts referred to the Auditor''s Report are self explanatory and, therefore do not call for any further explanation.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibilities Statement, it is hereby confirmed:

(i) That in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2014 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for the year under review;

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors had prepared the accounts for the Financial Year ended 31st March, 2014, on a ''going concern'' basis.

CORPORATE SOCIAL RESPOSIBILITY :

During the year the Board constituted a Corporate Social Responsibility Committee comprising of three nonexecutive directors which stood as follows as on 31st March, 2014:

Mr. Suresh N Patel (Non-executive and Independent director) - Chairman Mr. Purshottam M Pandya (Non-executive and Independent director) - Member Mr. Ramanbhai B Patel (Executive director and Promoter) - Member

The terms of reference and scope of work is same as prescribed in Section 135 of the Companies Act, 2013, and the Rules thereunder.

INSURANCE :

The company has made necessary arrangements for adequately insuring its insurable interests.

INDUSTRIAL RELATIONS :

The directors are happy to note that the industrial relations continued to remain cordial during the year. The directors express their appreciation towards the staffs and executive staffs for their coordination and hope for a continued harmonious relations.

ACKNOWLEDGEMENT :

Your directors would like to express their grateful appreciation for the assistance and co-operation received from the Government, Banks and Business associates during the year under review. The Directors also express their gratitude to the shareholders for the confidence reposed towards the Company. Your Directors wish to place on record their deep sense of appreciation to all the employees for their commendable team work and enthusiastic contribution during the year.

Regd. Office : By Order of the Board 81, 8th Floor, A-Wing, For, Popular Estate Management Limited "New York Tower" Opp. Muktidham Derasar, Thaltej, S. G. Highway, Ahmedabad-380054 Sd/- Sd/- Date : 21st May 2014 Dashrathbhai B Patel Purshottam M Pandya Whole-Time Director Director

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Mar 31, 2013

To, The Members of Popular Estate Management Limited, Ahmedabad

The directors have pleasure in presenting herewith their Nineteenth Annual Report together with the Audited Statements of Accounts for the period ended 31st March, 2013.

FINANCIAL RESULTS :

Particulars Current Year Ended Previous Year Ended on 31/03/2013 on 31/03/2012

Income from operations 0.00 0.00

Other Income 471.00 1,66,27,346.000

Depreciation 30,27,267.00 25,06,241.00

Expenses other than Depreciation 9,07,90,854.00 76,58,207.00

Preliminary Exp. Written off 0.00 0.00

Net Profit/(Loss) Before Tax (9,38,17,650).00 18,67,15,898.00

Current Tax 0.00 15,25,000.00

Differed Tax 16,94,293.00 0.00

Profit/(Loss) After Tax (9,55,11,943).00 18,51,90,898.00

Proposed Dividend 0.00 0.00

Provision for dividend distribution Tax 0.00 0.00

Profit/(Loss) after Tax & Dividend (9,55,11,943).00 18,51,90,898.00

Bal. Brought Forward 22,39,20,582.00 3,94,38,871.00

Less : Income Tax paid for previous year 0.00 0.00

Less : Short Provision of Taxes of earlier years 0.00 7,09,187.00

Balance Carried to Balance Sheet 12,84,08,639.00 22,39,20,582.00

DIVIDEND :

In order to conserve the resources, your directors do not recommend any dividend for the year 2012-13.

BOARD OF DIRECTORS :

In accordance with provisions of Section 256 of the Companies Act, 1956, Shri. Ramanbhai B. Patel, and Shri. Purshottam M Pandya retires by rotation and being eligible offers themselves for re-appointment.

REVIEW OF FINANCIAL PERFORMANCE, OPERATIONS AND FUTURE PROSPECTS :

During the year under report, the company has made loss before Tax of Rs.938.18 Lac during the year and the operations for the year under review have resulted into net loss of Rs. 955.12 Lac. The directors are hoping better performance in coming years.

The Company has entered into Development Agreements with various parties for the development of different projects on their respective land.

A detailed analysis of the financial results is given in the Management Discussion and Analysis Report, which forms part of this report.

PUBLIC DEPOSIT :

The Company has not accepted any public deposits as defined under section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975, as amended, during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS / OUTGO:

The information relating to conservation of Energy, Technology Absorption, Foreign Exchange Earning / Outgo as required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable and hence, not given.

PARTICULARS OF EMPLOYEES :

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars Employees) Rules, 1975 are not applicable to the Company, since none of the employees of the Company was in receipt of total remuneration exceeding of Rs.60,00,000/- p.a. or Rs.5,00,000/- p. m. for part of the year during the financial year under review.

COMPANY SECRETARY AND COMPLIANCE OFFICER :

In accordance with the provisions of Section 383A of the Companies Act, 1956. Shri Ronak D Doshi, a member of The Institute of Company Secretaries of India (ICSI) has been working as a Company Secretary cum Compliance officer.

AUDIT COMMITTEE :

Audit Committee constituted by the company comprising three independent Non-Executive Directors viz. Shri. Purshottam M. Pandya, Chairman (having financial and accounting knowledge), Shri. Purshottam H. Pandya and Shri. Suresh Patel, members. The constitution of Audit Committee meets with the requirements under Section 292A of the Companies Act, 1956 and Clause 49 of the Listing agreement of the Stock Exchanges as well.

The Committee periodically discussed the Financial Reporting process, reviewed the Financial Statements, and discussed the quality of the applied accounting principles and significant judgment that affected the Company''s Financial Statements. Before presenting the audited accounts to the members of the Board, the Audit Committee recommended the appointment of the statutory auditors, subject to the Board''s approval. The audit Committee reviewed with adequacy of internal control systems with the management, statutory and internal auditors.

ACCOUNTING STANDARDS AND FINANCIAL REPORTING :

The Company incorporates the accounting standards as and when issued by the Institute of chartered Accountants of India. The Company Complied with the Stock Exchange and legal requirement concerning the Financial Statements at the time of preparing them for the Annual Report.

CORPORATE GOVERNANCE :

Your Company follows the principles of effective Corporate Governance. The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the revised Clause 49 of the Listing Agreement executed with the Stock Exchange(s).

A separate section on Corporate Governance is included in the Annual Report and Certificate from Company''s Auditors confirming the compliance with the code of Corporate Governance as enumerated in Clause-49 of the listing agreement with the Stock Exchange is annexed hereto.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT :

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement executed with the Stock Exchange, is presented in a separate section forming part of the Annual Report.

DEMATERIALISATION OF EQUITY SHARES :

As per direction of the SEBI and Bombay Stock Exchange Limited, the shares of the Company are under compulsory demat form. The Company has established connectivity with both the Depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited and the demat activation number allotted to the Company is ISIN: INE 370C01015. Presently shares are held in electronic and physical mode (83.32% of shares in demat, 16.68% in physical mode).

LISTING :

The equity shares of the company are listed in the Bombay Stock Exchange Limited which has the connectivity in most of the cities across the country.

AUDITORS :

M/s. Patel & Jesalpura., Chartered Accountants, Ahmedabad retire at the conclusion of this ensuing Annual General Meeting. The Company has received a certificate under Section 224 (1) (B) of the Companies Act, 1956 to the effect that their re-appointment, if made, will be in accordance to the limit specified in the said Section. You are requested to consider their re-appointment as Auditors of the Company for the Current Year.

AUDITORS REPORT :

Information / explanation on remarks contained In Auditor''s Report in Para 2 of report on other legal and regulatory requirements to the Auditors Report as per Section 217(3).

The directors hereby submit their explanations to the remark/qualification made by the auditors in their report for the year 2012-13. The Para No. 2 of report on other legal and regulatory requirements to the Auditors Report and reply are as under:

Para 2 of report on other legal and regulatory requirements to the Auditors Report:

2. The Company has not made provision for Wealth Tax and hence to that extent the Loss is understated and Current Liabilities are understated. In absence of necessary details the amount is not quantifiable. Explanation to Para 2 of report on other legal and regulatory requirements to the Auditors Report:

The directors are in bona fide belief that the commercial land which forms part of stock in trade (being one of the productive assets) for the purpose of business carried out by the company or a property in the nature of commercial establishment are all excluded from the purview of wealth tax. Basically the wealth tax is levied on non-productive assets and hence, the provision for wealth tax has not been made. However, the directors will obtain legal opinion from well known tax advisor firm in the coming year.

All other comments in the Auditors Report with Notes on Accounts referred to the Auditor''s Report are self explanatory and, therefore do not call for any further explanation.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibilities Statement, it is hereby confirmed:

(i) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2013 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for the year under review;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the accounts for the Financial Year ended 31st March, 2013, on a ''going concern'' basis.

INSURANCE :

The company has made necessary arrangements for adequately insuring its insurable interests.

INDUSTRIAL RELATIONS :

The directors are happy to note that the industrial relations continued to remain cordial during the year. The directors express their appreciation towards the staffs and executive staffs for their coordination and hope for a continued harmonious relations.

ACKNOWLEDGEMENT :

Your directors would like to express their grateful appreciation for the assistance and co-operation received from the Government, Banks and Business associates during the year under review. The Directors also express their gratitude to the shareholders for the confidence reposed towards the Company. Your Directors wish to place on record their deep sense of appreciation to all the employees for their commendable team work and enthusiastic contribution during the year.

Regd. Office: On Behalf of the Board

81, 8th Floor, A-Wing, For, Popular Estate Management Limited

"New York Tower"

Opp. Muktidham Derasar,

Thaltej, S. G. Highway,

Ahmedabad -380054. Sd/-

Ramanbhai B. Patel

Date : 27th May, 2013 Chairman & Managing Director

---

Mar 31, 2012

To , The Members of Popular Estate Management Limited, Ahmedabad

The directors have pleasure in presenting herewith their Eighteenth Annual Report together with the Audited Statements of Accounts for the period ended 31st March, 2012.

FINANCIAL RESULTS :

Particulars Current Year Ended Previous Year Ended on 31/03/2012 on 31/03/2011

Income from operations 0.00 0.00

Other Income 1,66,27,346.00 0.00

Depreciation 25,06,241.00 22,63,327.00

Employee Benefit, finance and other exp. 76,58,207.00 50,84,390.00

Preliminary Exp. Written off 0.00 6,20,716.00

Net Profit/(Loss) Before Tax 18,67,15,898.00 (73,47,716.77)

Current Tax 15,25,000.00 0.00

Profit/(Loss) After Tax 18,51,90,898.00 (73,47,716.77)

Proposed Dividend 0.00 0.00

Provision for dividend distribution Tax 0.00 0.00

Profit/(Loss) after Tax & Dividend 18,51,90,898.00 (73,47,716.77)

Bal. Brought Forward 3,94,38,871.00 4,67,86,588.00

Less : Income Tax paid for previous year 0.00 0.00

Less : Dividend Tax paid of previous year 0.00 0.00

Balance Carried to Balance Sheet 22,39,20,582.00 3,94,38,870.96

DIVIDEND :

In order to conserve the resources, your directors do not recommend any dividend for the year 2011-12.

BOARD OF DIRECTORS :

In accordance with provisions of Section 256 of the Companies Act, 1956, Shri. Dashrathbhai B. Patel, and Shri. Suresh N Patel retires by rotation and being eligible offers themselves for re-appointment.

There is no other appointment or cessation of any director during the year under view.

REVIEW OF FINANCIAL PERFORMANCE, OPERATIONS AND FUTURE PROSPECTS :

During the year under report, the company has earned income of Rs. 1851.91 Lac as compared to Loss of Rs. 73.48 Lac during the previous year and the operations for the year under review have resulted into net Income of Rs. 1851.91 Lac. Your company performed well in the business and the directors are hoping better performance during the current year.

The Company has entered into Development Agreements with various parties for the development of different projects on their respective land.

A detailed analysis of the financial results is given in the Management Discussion and Analysis Report, which forms part of this report.

PUBLIC DEPOSIT :

The Company has not accepted any deposits as defined under section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975, as amended, during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS / OUTGO :

The information relating to conservation of Energy, Technology Absorption, Foreign Exchange Earning / Outgo as required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable and hence, not given.

PARTICULARS OF EMPLOYEES :

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars Employees) Rules, 1975 are not applicable to the Company, since none of the employees of the Company was in receipt of total remuneration exceeding of 60,00,000/- p.a. or 5,00,000/- p. m. for part of the year during the financial year under review.

COMPANY SECRETARY AND COMPLIANCE OFFICER :

In accordance with the provisions of Section 383A of the Companies Act, 1956. Shri Ronak D Doshi, a member of The Institute of Company Secretaries of India (ICSI) has been working as a Company Secretary cum Compliance officer.

AUDIT COMMITTEE :

Audit Committee re-constituted by the company comprising three independent Non-Executive Directors viz. Shri. Purshottam M. Pandya, Chairman (having financial and accounting knowledge), Shri. Purshottam H. Pandya and Shri. Suresh Patel, members. The constitution of Audit Committee meets with the requirements under Section 292A of the Companies Act, 1956 and Clause 49 of the Listing agreement of the Stock Exchanges as well.

The Committee periodically discussed the Financial Reporting process, reviewed the Financial Statements, and discussed the quality of the applied accounting principles and significant judgment that affected the Company's Financial Statements. Before presenting the audited accounts to the members of the Board, the Audit Committee recommended the appointment of the statutory auditors, subject to the Board's approval. The audit Committee reviewed with adequacy of internal control systems with the management, statutory and internal auditors.

ACCOUNTING STANDARDS AND FINANCIAL REPORTING :

The Company incorporates the accounting standards as and when issued by the Institute of chartered Accountants of India. The Company Complied with the Stock Exchange and legal requirement concerning the Financial Statements at the time of preparing them for the Annual Report.

CORPORATE GOVERNANCE :

Your Company follows the principles of effective Corporate Governance. The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the revised Clause 49 of the Listing Agreement executed with the Stock Exchange(s).

A separate section on Corporate Governance is included in the Annual Report and Certificate from Company's Auditors confirming the compliance with the code of Corporate Governance as enumerated in Clause-49 of the listing agreement with the Stock Exchange is annexed hereto.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT :

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement executed with the Stock Exchange, is presented in a separate section forming part of the Annual Report.

DEMATERIALISATION OF EQUITY SHARES :

As per direction of the SEBI and Bombay Stock Exchange Limited, the shares of the Company are under compulsory demat form. The Company has established connectivity with both the Depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited and the demat activation number allotted to the Company is ISIN: INE 370C01015. Presently shares are held in electronic and physical mode (81.43% of shares in demat, 18.57% in physical mode).

LISTING :

The equity shares of the company are listed in the Bombay Stock Exchange Limited which has the connectivity in most of the cities across the country.

AUDITORS :

M/s. Patel & Jesalpura., Chartered Accountants, Ahmedabad retire at the conclusion of this ensuing Annual General Meeting. The Company has received a certificate under Section 224 (1) (B) of the Companies Act, 1956 to the effect that their re-appointment, if made, will be in accordance to the limit specified in the said Section. You are requested to consider their re-appointment as Auditors of the Company for the Current Year.

AUDITORS REPORT :

The comments in the Auditors Report with Notes on Accounts referred to the Auditor's Report are self explanatory and, therefore do not call for any further explanation.

APPOINTMENT OF COST AUDITOR :

The company is in process of appointing a Cost Accountant to obtain from them Compliance Report for the financial year 2011-12 and 2012-13 pursuant to the requirement of Companies (Cost Accounting Records) Rules 2011.

DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibilities Statement, it is hereby confirmed:

(i) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2012 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for the year under review;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the accounts for the Financial Year ended 31st March, 2012, on a 'going concern' basis.

INSURANCE :

The company has made necessary arrangements for adequately insuring its insurable interests.

INDUSTRIAL RELATIONS :

The directors are happy to note that the industrial relations continued to remain cordial during the year. The directors express their appreciation towards the staffs and executive staffs for their coordination and hope for a continued harmonious relations.

ACKNOWLEDGEMENT :

Your directors would like to express their grateful appreciation for the assistance and co-operation received from the Government, Banks and Business associates during the year under review. The Directors also express their gratitude to the shareholders for the confidence reposed towards the Company. Your Directors wish to place on record their deep sense of appreciation to all the employees for their commendable team work and enthusiastic contribution during the year.

Regd. Office : By Order of the Board

81, 8th Floor, A-Wing, For, Popular Estate Management Limited

"New York Tower"

Opp. Muktidham Derasar,

Thaltej, S. G. Highway,

Ahmedabad-380054

Sd/-

Date : 27th May, 2012 Ramanbhai B. Patel

Chairman & Managing Director

---

Mar 31, 2010

The directors have pleasure in presenting herewith their Sixteenth Annual Report together with the Audited Statements of Accounts for the period ended 31st March, 2010.

FINANCIAL RESULTS :

Particulars Current Year Ended Previous Year Ended on 31/03/2010 on 31/03/2009

Income 94,71,150.00 3,87,27,804.00

Depreciation 18,75,057.31 13,99,466.00

Administrative & other Exp. 33,22,107.76 32,24,401.01

Preliminary Exp. Written off 6,20,716.00 6,20,716.00

Net Profit Before Tax 36,53,268.53 3,30,79,363.99

Provision for Taxation 55,00,000.00 38,00,000.00

Provision for Fringe Benefit Tax 0.00 1,00,000.00

Profit After Tax 31,03,268.93 2,91,79,363.99

Proposed Dividend 0.00 1,26,00,180.00

Provision for dividend distribution Tax 0.00 21,41,400.00

Profit after Tax & Dividend 31,03,268.93 1,44,37,783.99

Bal. Brought Forward 4,38,30,653.80 3,04,03,431.81

Less : Income Tax paid for previous year 1,47,335.00 9,67,734.00

Less : Dividend Tax paid of previous year 0.00 42,828.00

Balance Carried to Balance Sheet 4,67,86,587.73 4,38,30,653.80

DIVIDEND :

In order to conserve the resources of the company, your directors do not recommend any dividend for the year 2009-10.

BOARD OF DIRECTORS :

In accordance with provisions of Section 256 of the Companies Act, 1956, Shri. Dashrathbhai B. Patel and Shri. Purshottambhai M. Pandya retires by rotation and being eligible offers themselves for re-appointment.

Shri Prathmesh C. Patel & Shri Bharatbhai N. Patel have been resigned to act as director of the company w.e.f.06/03/2010 and Shri Mrugesh V Patel also has been resigned from the post of his directorship in the company vide Board resolution passed on 30/11/2009.

Shri Purshottam H. Pandya has been appointed as additional director in the Board meeting held on 30/11/ 2009.

REVIEW OF FINANCIAL PERFORMANCE, OPERATIONS AND FUTURE PROSPECTS :

During the year under report, the company has earned gross Income of Rs. 94.71 Lac as compared to Rs. 387.28 Lac during the previous year and the operations for the year under review have resulted into net Profit of Rs. 31.03 Lac. Your company could achieve sustained growth in business due to continued pursuit of our strategy to work with innovation ideas, and developing new areas of its activities. Directors are hoping even better performance during the current year.

The Company has entered into Development Agreements with various parties for the development of different projects on their respective land.

A detailed analysis of the financial results is given in the Management Discussion and Analysis Report, which forms part of this report.

PUBLIC DEPOSIT :

The Company has not accepted any deposits as defined under section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975, as amended, during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS / OUTGO:

The information relating to conservation of Energy, Technology Absorption, Foreign Exchange Earning / Outgo as required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable and hence, not given.

PARTICULARS OF EMPLOYEES :

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars Employees) Rules, 1975 are not applicable to the Company, since none of the employees of the Company was in receipt of total remuneration exceeding of 24,00,000/- p.a. or 2,00,000/- p. m. for part of the year during the financial year under review.

COMPANY SECRETARY AND COMPLIANCE OFFICER :

In accordance with the provisions of Section 383A of the Companies Act, 1956. Shri Ronak D Doshi, a member of The Institute of Company Secretaries of India (ICSI) has been appointed as l Company Secretary cum Compliance officer during the year under review.

AUDIT COMMITTEE :

Audit Committee re-constituted by the company comprising three independent Non-Executive Directors viz. Shri. Purshottam M. Pandya, Chairman (having financial and accounting knowledge), Shri. Purshottam H. Pandya and Shri. Suresh Patel, members. The constitution of Audit Committee meets with the requirements under Section 292A of the Companies Act, 1956 and Clause 49 of the Listing agreement of the Stock Exchanges as well.

The Committee periodically discussed the Financial Reporting process, reviewed the Financial Statements, and discussed the quality of the applied accounting principles and significant judgment that affected the Companys Financial Statements. Before presenting the audited accounts to the members of the Board, the Audit Committee recommended the appointment of the statutory auditors, subject to the Boards approval. The audit Committee reviewed with adequacy of internal control systems with the management, statutory and internal auditors.

ACCOUNTING STANDARDS AND FINANCIAL REPORTING :

The Company incorporates the accounting standards as and when issued by the Institute of chartered Accountants of India. The Company Complied with the Stock Exchange and legal requirement concerning the Financial Statements at the time of preparing them for the Annual Report.

CORPORATE GOVERNANCE:

Your Company follows the principles of effective Corporate Governance. The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the revised Clause 49 of the Listing Agreement executed with the Stock Exchange(s).

A separate section on Corporate Governance is included in the Annual Report and Certificate from Companys Auditors confirming the compliance with the code of Corporate Governance as enumerated in Clause-49 of the listing agreement with the Stock Exchange is annexed hereto.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT :

Managements Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement executed with the Stock Exchange, is presented in a separate section forming part of the Annual Report.

DEMATERIALISATION OF EQUiTY SHARES :

As per direction of the SEBI and Bombay Stock Exchange Limited, the shares of the Company are under compulsory demat form. The Company has established connectivity with both the Depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited and the demat activation number allotted to the Company is ISIN: 1NE 370C01015. Presently shares are held in electronic and physical mode (80.43% of shares in demat, 19.57% in physical mode).

LISTING :

The equity shares of the company are listed in the Bombay Stock Exchange Limited which has the connectivity in most of the cities across the country.

AUDITORS :

M/S. Surendrakumar Jain & Co., Chartered Accountants, Ahmedabad retire at the conclusion of this ensuing Annual General Meeting. T,ie Company has received a certificate under Section 224 (1) (B) of the Companies Act, 1956 to the effect that their re-appointment, if made, will be in accordance to the limit specified in the said Section. You are requested to consider their re-appointment as Auditors of the Company for the Current Year.

AUDITORS REPORT :

The comments in the Auditors Report with Notes on Accounts referred to the Auditors Report are self explanatory and, therefore do not call for any further explanation.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibilities Statement, it is hereby confirmed:

(i) that in the preparation of the Annual Accounts for the Financial Year ended 31s March, 2010 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for the year under review;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the accounts for the Financial Year ended 31st March, 2010, on a going concern basis.

ACKNOWLEDGEMENT :

Your directors would like to express their grateful appreciation for the assistance and co-operation received from the Government, Banks and Business associates during the year under review. The Directors also express their gratitude to the shareholders for the confidence reposed towards the Company. Your Directors wish to place on record their deep sense of appreciation to all the employees for their commendable team work and enthusiastic contribution during the year.

Regd. Office : By Order of the Board

B/53, 5th Floor, A-Wing, For, Popular Estate Management Limited

"New York Tower" (Previously Known as Pioneer Technoparks Limited)

Opp. Muktidham Derasar,

Thaltej, S. G. Highway,

Ahmedabad-380054

Date: 27th May, 2010 Sd/-

Ramanbhai B. Patel

Chairman & Managing Director