To

The Members

Popular Estate Management Limited

Ahmedabad

Your directors are presenting herewith their 28^th (TwentyEighth) Annual Report together with the Audited Statements of Accounts for the periodended 31^st March 2022.

FINANCIAL RESULTS:

DIVIDEND:

The Board of Directors has not recommended any dividend for the year2021-22 (previous year: NIL). PRESENT OPERATIONS AND FUTURE PROSPECTS:

During the year under review the Company has not generated any revenuefrom operations against Nil of the previous year. The net loss after tax for the yearunder review has been Rs. 9845787/- as against loss of Rs. 7685944/- during theprevious financial year. Your Directors are continuously looking for the new avenues forfuture growth of the Company and expect more growth in future period.

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

RESERVES AND SURPLUS:

The Company had reserves and surplus of Rs. 303591447 in the presentfinancial year as against the reserve and surplus of Rs. 313437234/- during theprevious financial year.

I. APPOINTMENT & RESIGNATION OF DIRECTORS:

During the financial year 2021-22 as well as afterwards till the dateof this report there were changes in the board of directors of the company. The changesand structure of Board of Directors is as follows:

II. RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION:

In terms of provisions of Section 152 of the Companies Act 2013 Mrs.Saritaben Natwarbhai Patel (DIN: 07074237) will retire by rotation at ensuing AnnualGeneral Meeting and being eligible offers herself for re-appointment as the Director ofthe company and brief profile of her is given in this report as notes to the notice.

COMPANY SECRETARY AND COMPLIANCE OFFICER:

During the year under review Mrs. Neelam Mohanlal Gurbaxani(Membership No. ACS 46682) has been working as Company Secretary and Compliance Officer ofthe Company. However she has resigned as Company Secretary and Compliance officer w.e.f.5^th July 2022 and Mrs. Sonali Panchal who is a member of ICSI havingmembership no. ACS 23824 has been appointed as Company Secretary and Compliance officer ofthe Company w.e.f. 5^th July 2022 in her place.

CHIEF FINANCIAL OFFICER (CFO) AND MANAGER:

Mr. Vikram Chhaganlal Patel (DIN: 00166707 & PAN: AGUPP0288P) hasbeen appointed as the CFO of the company w.e.f. 01/08/2021. in place of Mr. DashrathbhaiBholidas Patel who has resigned from the post of CFO w.e.f. 29/07/2021.

Moreover Mr. Vikram C Patel (PAN: AGUPP0288P) has been appointed asManager of the Company w.e.f. 01/09/2021 in place of Mr. Ramanbhai B Patel ManagingDirector of the Company who resigned w.e.f. 29/07/2021.

SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANY:

The company has no Subsidiary Company Joint Venture Company orAssociate Company.

DEPOSIT:

During the year under review your company has not accepted deposit frompublic 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 materiallysignificant related party transactions which may have potential conflict with the interestof the Company and stakeholders at large. Suitable disclosures as required are provided inAS-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 2015are 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 duringthe year.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS/ OUTGO:

As required by the Companies (Disclosure of Particulars in the Reportof Board of Directors) Rules 1988 the relevant data pertaining to conservation of energytechnology absorption are not applicable and hence not given. Moreover the Company hasno Foreign Exchange earnings and outgo.

PARTICULARS OF EMPLOYEES:

There are no employees drawing the remuneration in excess of limitsprescribed under Rule 5 of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

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

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

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

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

Pursuant to SEBI circular SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January22 2020 the stock exchange has levied fine of Rs. 3337040/- for non-compliance ofvarious regulations. Then after the company had applied for waiver of fines levied bystock exchange. The waiver committee of Bombay Stock Exchange (BSE) have considered thewaiver application and waived off Rs. 2752940/- and ordered to pay the remaining fineamounting to Rs. 584100/- which was duly paid by the company on 6^th April2022.

Moreover 26^th Annual General Meeting of the company washeld on 27^th August 2021 for approval of financial statements and audit reportfor the financial year ended on 31^st March 2020. Therefore filing of necessarye-forms AOC-4 and MGT-7 was delayed which resulted into payment of additional ROC fees.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the financial year 2021-22 the following significant andmaterial orders passed by the regulators or courts or tribunals impacting the goingconcern status and company's operations in future.

CHANGES IN SHARES CAPITAL:

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

INSURANCE:

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

AUDITORS:

I. STATUTORY AUDITORS & AUDITORS' REPORT:

The statutory auditors namely M/s. H.S. Jani & AssociatesChartered Accountants (FRN: 127515W) has been appointed as a Statutory Auditor of thecompany since 27^th August 2021 for a period of 5 years to hold office untilthe conclusion of the 31^stAnnual General Meeting of the company in calendaryear 2025.

Ministry of Corporate Affairs vide notification dated 7^thMay 2018 has come with the amendment in Companies (Audit and Auditors) Amendment Rules2018 regarding non requirement of ratification of Auditor at every Annual General Meetingafter his appointment as a Statutory Auditor of the Company. Therefore ratification ofappointment of auditor is not proposed in the ensuing Annual General Meeting.

AUDITORS' REPORT:

The Auditors' Report contains (1) one remark(s) on the financialstatements for the year ended March 31 2022:

"We draw attention to Note 39 to the financial statements whereinit is stated that the company along with certain other group companies firms andpromoters were subjected to Search and Survey operations by the Income Tax Departmentu/s. 132/133 of the Income Tax Act 1961 ("The Act"). Pending completion ofrelated proceedings the effect thereof if any on the financial statements cannot beascertained at this stage. Our report is not modified in respect of this matter."

REPLY TO AUDITORS' REMARK:

The auditors' remark is self explanatory and does not require furtherclarification/explanation.

II. INTERNAL CONTROL AUDITOR AND SYSTEM:

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

Adequate internal control systems commensurate with the nature of theCompany's business and size and complexity of its operations are in place and have beenoperating satisfactorily. Internal control systems comprising of policies and proceduresare designed to ensure reliability of financial reporting timely feedback on achievementof operational and strategic goals compliance with policies procedure applicable lawsand regulations. Internal control systems are designed to ensure that all assets andresources 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 hasappointed M/s. Ronak Doshi & Associates Practicing Company Secretary Ahmedabad toundertake Secretarial Audit for the financial year ended on 31^st March 2022.Secretarial Audit Report is attached to this report as Form MR-3 as Annexure D. The Boardhas duly reviewed the Secretarial Auditor's Report and the observations and commentsappearing in the report are self-explanatory and do not call for any furtherexplanation/clarification by the Board of Directors as provided under section 134 of theAct.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92 (3) of the Companies Act 2013 read with rules12(1) of the Companies (Management and Administration) Rules 2014 an extract of annualreturn in Form MGT-9 is not required to be annexed herewith in Board report of thecompany. However the company is having website i.e.: www.popularestatemanagement.in andcopy 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 ofSection 135 of Companies Act 2013 related to Corporate Social Responsibility.

ENVIRONMENT HEALTH AND SAFETY:

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

MANAGING THE RISKS OF FRAUD CORRUPTION AND UNETHICAL BUSINESSPRACTICES:

i. Vigil Mechanism / Whistle Blower Policy:

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

ii. Business Conduct Policy:

The Company has framed "Business Conduct Policy". Everyemployee is required to review and sign the policy at the time of joining and anundertaking shall be given for adherence to the Policy. The objective of the Policy is toconduct the business in an honest transparent and in an ethical manner. The policyprovides for anti-bribery and avoidance of other corruption practices by the employees ofthe Company.

INDUSTRIAL RELATIONS:

Industrial Relations during the year under review continued to becordial.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

The company is not paying any dividend since last 10 years and hencethere is no money lying with the Company which is to be required transferred to InvestorEducation and Protection Fund (IEPF).

ACCOUNTING STANDARDS AND FINANCIAL REPORTING:

The Company incorporates the accounting standards as and when issued bythe Institute of Chartered Accountants of India. The company complied with the StockExchange and legal requirement concerning the Financial Statements at the time ofpreparing them for the Annual Report. Moreover the Balance sheet of the Company has beenconverted and presented as per Indian Accounting Standards - IND AS.

CORPORATE GOVERNANCE AND MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34(3) and 53(f) of the SEBI (ListingObligations& Disclosure Requirements) Regulations 2015 the Corporate GovernanceReport the Management Discussion & Analysis Statement and the Auditors' Certificateregarding 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 theshares of the Company are under compulsory Demat form. The Company has establishedconnectivity with both the Depositories i.e. National Securities Depository Limited andCentral Depository Services (India) Limited and the Demat activation number allotted tothe Company is ISIN: INE370C01015. Presently shares are held in electronic and physicalmode (87.28% of shares in Demat 12.72% in physical mode).

LISTING:

The equity shares of the company are listed in the Bombay StockExchange Limited which has the connectivity in most of the cities across the country.However the trading of shares has been suspended due to penal reasons w.e.f. 11/06/2021and the management has filed application for revocation of suspension of trading in shareswith BSE on 10^th June 2022 and the same is under process.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors duly met at regular intervals during thementioned financial year and in respect of which meetings proper notices were given andthe proceedings were properly recorded and signed in the Minutes Book maintained for thepurpose. The details regarding the meetings of board of directors and the attendance ofthe 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 mentionedfinancial year and in respect of which meetings proper notices were given and theproceedings were properly recorded and signed in the Minutes Book maintained for thepurpose. The details regarding the meetings of Audit Committee and the attendance of thecommittee 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 intervalsduring the mentioned financial year and in respect of which meetings proper notices weregiven and the proceedings were properly recorded and signed in the Minutes Book maintainedfor the purpose. The details regarding the meetings of Nomination and RemunerationCommittee and the attendance of the committee members in the same is mentioned inCorporate Governance Report.

NUMBER OF MEETINGS OF THE STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder relationship Committee duly met at regular intervalsduring the mentioned financial year and in respect of which meetings proper notices weregiven and the proceedings were properly recorded and signed in the Minutes Book maintainedfor the purpose. The details regarding the meetings of stakeholder relationship Committeeand the attendance of the committee members in the same is mentioned in CorporateGovernance 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 linewith the requirements of the Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013. Internal Complaints Committee (ICC) has been setup to redress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy.

DIRECTORS RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

f) The Directors had devised proper system to ensure compliance withthe provision of all applicable laws and that such systems were adequate and operatingeffectively.

DECLARATION BY INDEPENDENT DIRECTORS:-

Pursuant to the provisions of sub-section (7) of Section 149 of theCompanies Act 2013 the company has received individual declarations from all theIndependent Directors mentioned below confirming that they fulfil the criteria ofindependence as specified in Section 149(6) of the Companies Act2013.

1. Mr. Rameshbhai Revabhai Patel

2. Mr. Purshottambhai Maganlal Pandya (Upto 29/07/2021)

3. Mr. Sureshbhai Natverlal Patel

4. Mr. Mehul B Patel received w.e.f. 29/06/2021 at the time of hisappointment.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186:

During the period under report the Company has not provided any loansguarantee or security to any person or Body Corporate under Section 186 of the CompaniesAct 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 performancethe directors individually as well as the evaluation of the working of its AuditNomination and Remuneration Stakeholders' Relationship Committees. The performance of theBoard was evaluated by the Board after seeking feedback from all the Directors on thebasis of the parameters/criteria such as degree of fulfillment of key responsibility bythe Board Board Structures and Composition establishment and delineation of

responsibilities to the Committees effectiveness of Board processesinformation and functioning Board culture and dynamics and Quality of relationshipbetween the Board and the Management. The performance of the committees viz. AuditCommittee Nomination & Remuneration Committee and Stakeholders RelationshipCommittee was evaluated by the Board after seeking feedback from Committee members on thebasis of parameters/criteria such as degree of fulfillment of key responsibilitiesadequacy of committee composition effectiveness of meetings committee dynamics andquality of relationship of the committee with the Board and the Management.

RISK MANAGEMENT:

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

ACKNOWLEDGMENT:

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