The Directors of your Company have immense pleasure in presenting the 40^th Board Report on the Company's business and operations, together with the Audited Statement of Accounts for the financial year ended 31^st March, 2024. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL HIGHLIGHTS

In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations), the Company has prepared its standalone and consolidated financial statements as per IND-AS for the financial year 2023-24. Your company's performance on standalone and consolidated basis during the year as compared with that of the previous year is summarised as under:

FINANCIAL AND OPERATIONAL REVIEW

The Company delivered a better financial performance during the period. During the financial year 2023-24, the net revenue for the standalone entity increased to ' 38935.26 Lakhs from ' 22390.76 Lakhs in the previous year showing an increase of around 73.89% and the earnings before interest, tax, depreciation and amortization (EBITDA) increased to ' 7207.11 Lakhs from ' 4235.13 Lakhs in the previous financial year. The profit after tax has gone up to ' 375.41 Lakhs for

the year under review as against a loss after tax of ' 5719.10 Lakhs for the previous financial year. In line with the above, the consolidated total revenue stood at '46920.42 Lakhs during the Financial Year 2023-24 against revenue of ' 26028.89 Lakhs in the previous year showing an upturn of more than 80%. Net Consolidated profit from ordinary activities after tax for the Financial Year 202324 went up to ' 793.24 Lakhs against the Net Loss of ' 6136.45 Lakhs in the Previous Year. During the financial year under review your

Company has been able to gear up its construction activities at almost all its project sites and has been able to shorten the delays which took place during pandemic. While business cycles were affected in the financial years affected by the pandemic due to buyers holding back purchases in anticipation of regulatory changes, there has been substantial improvement in the bookings, sales and collections during the year under review and the same trend has been continuing in the current financial year too.

OUTLOOK

Indian residential real estate sector has been witnessing a strong turn-around of the sectoral landscape over the past two to three years. There has been substantial boost in both demand and pricing with higher consumer propensity towards paying a premium for a superior product proposition. With interest rate being stable, the home buying intent and sales momentum remained robust with Financial Year 2023-24 being the bestever year in terms of sales booking for the industry. Home buying is long-term asset where a strong affordability and financial strength (which is still better than pre-Covid levels) shall supersede the natural rate-cycle, especially if demand is driven by selfconsumptions.

In post pandemic era, the customer focus on product proposition and quality is strongest ever. Increasingly, there has been disproportionate focus by the large organised developers on better design as per customer preference, best in class experience and superior quality. Ansal Housing shall seek to drive profitability, improve customer experience and continue to adopt digital technologies. Moreover, operational momentum for your company is likely to be sustained by its healthy Balance Sheet and robust project pipeline.

CHANGE IN THE NATURE OF BUSINESS There has been no change in the nature of business of the Company during the period under review.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any

amount to the reserves.

DIVIDEND

In view of the business requirements of the Company, the Board of Directors of the Company has not recommended any dividend for financial year 2023-24.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND During the Financial Year 2023-24, in accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as "the Act”) read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the "IEPF Rules”), the Company had transferred an amount of ' 59,26,366/-to Investor Education and Protection Fund (IEPF) Authority. Further, during the Financial Year 2023-24, the Company transferred 247191 shares, due to the dividends being unclaimed for seven consecutive years, in accordance with the said Rules.

According to Section 125 of the Companies Act 2013, and based on the Company's records, no unpaid or unclaimed dividend is required to be deposited to the Investor Education and Protection Fund during the financial year 2024-25 as no unpaid dividend is lying with the Company which is due for transfer to the Investor Education and Protection Fund.

The details of dividend and shares transferred by the Company to IEPF are available on the websites of the Company and IEPF. Those members whose dividend and/or shares have been transferred to IEPF Authority are advised and requested to follow the procedure specified by IEPF Authority for claiming their dividend/shares, or may write to Link Intime India Private Limited, Registrar & Share Transfer Agent (RTA) of the Company.

FIXED DEPOSITS

The Company had been inviting/accepting and renewing deposits from the public and its shareholders for past many years in accordance with the provisions of the Companies Act, 1956/2013 read with the Companies (Acceptance of Deposits), Rules, 1975/2014. However, the Company stopped accepting/renewing public deposits with effect from 1^st April, 2016 in view of nonavailability of deposit insurance which was a mandatory condition for acceptance/renewal of deposits. The Company owed a principal amount of ' 99.50 crores towards the public depositors when it stopped taking/renewing further deposits on 1^st April, 2016.

The Company in the month of July 2016 had approached the Hon'ble National Company Law Tribunal (NCLT), New Delhi seeking its approval to repay public deposits in instalments. Vide its Order dated 3^,d October, 2016, the NCLT had accepted and approved in principle, the repayment proposal of the company for extension of time in respect of repayment of matured deposits in a phased manner over a period of 24 months from their respective maturity dates subject to periodical review of the scheme. Thereafter, regular review of the fixed deposit scheme had been done by Hon'ble NCLT and the Company had been refunding the public deposits in accordance with the orders of the Hon'ble NCLT made from time to time.

However, vide its Order dated 21^st September, 2022, the Hon'ble NCLT declined to extend the scheme of repayment of fixed deposits as requested by the Company and directed it to release payment to the depositors in accordance with its previous Orders dated 15^th November, 2018 and 11^th July, 2019. Consequent to the above order of the Hon'ble

Tribunal, the Company has released outstanding principal amount of fixed deposits along with interest/future interest to all the depositors (except unclaimed deposits which are being transferred to IEPF in accordance with the law) through quarterly post-dated cheques.

The details relating to the deposits as required by Rule 8(5)(v) of the Companies (Accounts) Rules, 2014 are given below:

SHARE CAPITAL

The issued, subscribed and paid-up equity share capital of the Company as on 31^st March, 2024 stood at ' 6963.58 lakhs.

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MODE

In furtherance of the Green Initiative in Corporate Governance announced by the Ministry of Corporate Affairs, the Company had in past requested the shareholders to register their email addresses with the Registrar & Share Transfer Agent/Company for receiving the reports, accounts and notices etc. in electronic mode. However, some of the shareholders have not yet registered their email IDs with the Company. Shareholders who have not yet registered their email addresses are once again requested to register the same with the Company by sending their requests to sect@ansals.com. Further, Ministry of Corporate Affairs vide General Circulars No. 20/2020 dated 05^th May, 2020, 02/2021 dated

13^th January, 2021, 02/2022 dated 5^th May, 2022, 11/2022 dated 28^th December 2022 and Circular No. 09/2023 dated 25^th September, 2023 and SEBI vide Circulars No. SEBI/HO/ CFD/CMD1/CIR/P/2020/79 dated 12^th May, 2020, SEBI/HO/CFD/CMD2/CIR/P/2021/1 1 dated 15^th January, 2021, SEBI/HO/CFD/ CMD2/CIR/P/2022/62 dated 13^th May 2022, SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated 05^th January, 2023 and SEBI/HO/CFD/CFD-PoD-2/ P/CIR/2023/167 dated 07^th October, 2023 have granted exemption to all the Companies from dispatching physical copies of Notices and Annual Reports to Shareholders. It is always advisable to all the shareholders to keep their email Ids registered/ updated with the Company in order to receive important communication/information on time. SUBSIDIARY. ASSOCIATE AND JOINT VENTURE COMPANIES As on 31st March, 2024, your Company had 17 Subsidiaries and 1 Associate Company, the details whereof are set out at appropriate place in the Annual Report. Out of the 17 subsidiaries, your Company has two material unlisted subsidiaries namely Geo Connect Limited and Oriane Developers Private Limited based on the financial statements as on 31st March 2024.

Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company. In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing inter alia the audited standalone and consolidated financial statements, has been placed on the website of the Company at www.ansals.com and may be accessed at https:// www.ansals.com/page/financial results. Further, audited financial statements together with related information and other reports of each of the subsidiary companies have also been placed on the website of the Company at www.ansals.com and may be accessed at https://www.ansals.cnm/pane/financial subsidiary. Further, highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the

recommendation of Nomination and Remuneration Committee, in place of Mr. Som Nath Grover who resigned from the position of Company Secretary and Compliance Officer w.e.f. the close of business hours on 16.12.2023.

• Mrs. Neha Ansal, Non-Executive NonIndependent Director of the Company resigned from directorship w.e.f 04.03.2024 due to her personal reasons. Board had placed on record its deep appreciation for the invaluable support and guidance received from Mrs. Neha Ansal during her tenure as a NonExecutive Non-Independent Director of the Company.

• Mr. Rajendra Sharma was appointed as an Additional Non-Executive-Non Independent Director by the Board of Directors, upon the recommendation of Nomination and Remuneration Committee w.e.f. 30.03.2024. Further, since, in terms of Regulation 17(1 C) of SEBI (LODR) Regulations, 2015, the approval of shareholders for appointment or re-appointment of a person on the Board of Directors is required to be taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier, the Company had issued Notice of Postal Ballot to the Shareholders dated

30.03.2024, seeking approval of the Members on the ordinary resolution for regularization of appointment of Mr. Rajendra Sharma, as Non-Executive NonIndependent Director, by communicating assent/dissent through remote e-voting on or before 09.05.2024. The voting results of the Postal Ballot were submitted by the Company to the BSE Limited on

10.05.2024. The resolution was passed by requisite majority.

In accordance with the provisions of section 152 of Companies Act, 2013, Mr. Kushagr Ansal, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

As on 31^st March, 2024, the composition of board was as given hereunder:

DECLARATION BY INDEPENDENT DIRECTORS

In the first Board Meeting held for the financial year 2023-24, all the Independent Directors of the Company furnished to the Company a declaration to the effect that they meet the criteria of independence as provided in Subsection 6 of Section 149 of Companies Act, 2013 and Regulation 16(1 )(b) and 25(8) of the SEBI Listing Regulations. They have also furnished their respective declarations in pursuant to Rule 6(1) and (2) of Companies (Appointment & Qualifications of Directors) Rules, 2014 with respect to their registration on the website of Indian Institute of Corporate Affairs and payment of membership fee. Further, the Board is of the opinion that the Independent Directors of the Company uphold the highest standards of integrity and possess the requisite expertise and experience required to fulfil their duties as Independent Directors.

CONFIRMATION BY DIRECTORSREGARDING_DIRECTORSHIPS/COMMITTEE POSITIONS

Based on the disclosures received, number of Directorship(s), Committee Membership(s), and Chairmanship(s) of all the Directors are within respective limits prescribed under the Act and SEBI Listing Regulations. Further, none of the Executive Directors of the Company served as an Independent Director in any other listed company. Necessary disclosures regarding Committee positions in other public companies as on 31^st March 2024 have been made by the Directors and reported in the Corporate Governance Report which forms part of the Annual Report. NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015, your Company has formulated the Nomination and Remuneration Policy for its Directors, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP). The Policy sets out the guiding principles for Nomination and Remuneration Committee of the Company for recommending to the Board the appointment and remuneration of the Director(s), KMP(s) and SMP(s).

The Nomination and Remuneration Committee shall identify and ascertain the integrity, qualification and positive attributes, expertise and experience of the person for appointment of Director(s), KMP(s) and SMP(s) and recommend to the Board their appointment based upon the need of the Company. The policy is available at the

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has established a Vigil (Whistle Blower) Mechanism for Directors and Employees in compliance with Section 177(9) of the Companies Act, 2013 read with Regulation 22 of SEBI Listing Regulations, to report their genuine concerns or grievances regarding any unethical behaviour. The details of Whistle Blower Policy are also explained in the Corporate Governance Report and the Policy of the Company is available on the website of the Company at https:// www.ansals.com/page/whistle blower policy. BOARD AND ITS COMMITTEES The Board of Directors met five times during the financial year 2023-24 for which notices were served in accordance with Section 173(3) of the Companies Act, 2013. As on 31^st March, 2024, the Board had five committees, namely the Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders' Relationship Committee and Committee of Directors. A detailed note on composition of the board, committees, meetings, attendance thereat is provided in the Corporate Governance Report which forms part of the Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a robust and well embedded system of internal financial controls. This ensures that all assets are safeguarded and protected against loss from unauthorised use or disposition and all transactions are authorised, recorded and reported correctly. Your Company's internal controls are commensurate with the nature, size and complexities of operations. These internal control systems ensure compliance with all applicable laws and regulations and facilitate optimum utilisation of available resources and protect the interests of all stakeholders.

Your Company has an efficacious Audit Committee consisting of Independent Directors, the details of which have been given in the Corporate Governance Report. Independent Chartered Accountant firm has been appointed as Internal Auditors and effectiveness of internal control mechanism is reviewed by Internal Auditors at regular intervals. The Audit Committee reviews audit reports submitted by the Internal Auditors from time to time.

Suggestions for improvement are considered by the Audit Committee, and its decisions are followed by the Management through the

implementation of corrective actions and improvements in business processes. The Committee also meets, from time to time, the Company's Statutory Auditors to ascertain, inter-alia, their views on the adequacy of internal control systems in the Company and also keeps the Board of Directors informed of its significant observations on a regular basis.

AUDITORS AND AUDITORS' REPORT

a) Statutory Auditors

M/s. Dewan P.N. Chopra & Co. Chartered Accountants are the Statutory Auditors of the Company who were re-appointed by the shareholders in their Annual General Meeting held on, 27^th September, 2022 for the second term of five consecutive years from the conclusion of 38^th Annual General Meeting (AGM) till

the conclusion of 43^,d AGM.

The Board has duly examined the Statutory Auditors' Report to the accounts, which is self-explanatory. Clarifications wherever necessary, have been included in the Notes to Accounts section of the Annual Report and the Management's view on the Qualification made by Statutory Auditors in their report is mentioned below:

b) Cost Auditors

M/s. U. Tiwari & Associates, Cost Accountants, were appointed as the Cost Auditors for the financial year 2023-24 to conduct the audit of cost records maintained by the Company. Your Company is required to make and maintain cost records as specified under sub-section (1) of Section 148 of the

Companies Act. Accordingly, your Company has been making and maintaining such cost records as per the requirements.

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Audit Committee recommended and the Board of Directors appointed M/s. U. Tiwari &

Associates, Cost Accountants as the Cost Auditors for the financial year 2024-25. The Cost Auditors have confirmed that they are not disqualified to be appointed as the Cost Auditors of your Company for the financial year ending 31st March 2025. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of the

Audit Committee. In terms of the Act and Rules thereunder requisite resolution for ratification of remuneration of the Cost Auditors by the members has been set out in the Notice of the 40^th Annual General Meeting of your Company.

c) Secretarial Auditors

In terms of Section 204 of the Companies Act, 2013 and the Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Audit Committee recommended and the Board of Directors appointed M/s. Rahul Jain & Co., Practicing Company Secretaries as the Secretarial Auditors of the Company for the financial year 2023-24 and their report is annexed to this report as "Annexure IIA".

Further, in terms of the requirements under the SEBI Listing Regulations, the Secretarial Audit Report of Material Unlisted Subsidiaries, viz. M/s Geo Connect Limited and M/s. Oriane Developers Private Limited respectively for the financial year 2023-24 is annexed to this report as "Annexure IIB" and "Annexure IIC” respectively. The Secretarial Audit Reports are selfexplanatory.

d) Internal Auditors

In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, as amended from time to time, the Audit Committee recommended and the Board of Directors appointed M/s. Khanna & Annandhanam, as the Internal Auditors of the Company for the financial year 2023-24. Secretarial Standards During the period under review, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors” and "General Meetings”, respectively.

Reporting of Fraud by Auditors

During the year under review, the Statutory Auditors, Secretarial Auditor and Cost Auditors have not reported any instance of fraud in respect of the Company, by its officers or employees under Section 143(12) of the Companies Act, 2013.

OTHER STATUTORY DISCLOSURES Web address of Annual Return In terms of the provisions of Section 92(3) of the Companies Act, 2013 read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return in Form MGT-7 shall be placed

of the Company, its Committees and individual directors, including independent directors.

The performance of the board was evaluated by independent directors in their separate meeting after seeking inputs from all the directors on the basis of the criteria such as the adequacy and composition of the board and its 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 the criteria such as the composition of committees, effectiveness of committee meetings, functions etc. A structured separate exercise is carried out by the board and the nomination and remuneration committee reviews the performance of the individual directors on the basis of the criteria such as qualifications, expertise, attendance and participation in the meetings, experience and competencies, independent judgement, obligations and regulatory compliances, performance of specific duties and obligations, governance issues, 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. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Board evaluation is conducted through questionnaire having qualitative parameters and feedback based on rating scale of 1-3. The directors expressed their satisfaction with the evaluation process.

PARTICULARS OF EMPLOYEES Information required pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as "Annexure-IV" to this Report. Your Board of Directors affirms that the remuneration paid is as per the Remuneration Policy of the Company.

A statement containing, inter alia, particulars of top ten Employees in terms of remuneration drawn and name of every employee, if employed throughout the financial year in receipt of remuneration of 102 lakhs or more or employees employed for part of the year and in receipt of 8.5 lakhs or more per month pursuant to Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forming part of this Report is attached herewith in "Annexure-V”.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year, there was no one time settlement done in respect of loans taken from Banks or Financial Institutions. SWAYAM

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CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO A. Conservation of Energy and Technology Absorption Your Company is not engaged in any manufacturing activity; as such particulars relating to Conservation of Energy and Technology Absorption as per section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable on the Company.

payable to the BSE for the financial year 202324 has been paid.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT. 2014.

As part of the organization's policy for preventing sexual harassment, the Company has established an Internal Committee (IC) to prevent and resolve complaints of sexual harassment of women at work in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and its implementing rules. During the financial year under review, no cases of sexual harassment were reported at any workplace of the Company or any of its subsidiaries/associates.

CHANGE OF PLACE FOR KEEPING BOOKS OF ACCOUNTS OF THE COMPANY During the year under review, the place for keeping the books of accounts, financial statements and other relevant papers of the Company was shifted from "Ansal Plaza Mall, 2nd Floor, Sector-1, Vaishali, Ghaziabad-201010, U.P.” to "GF-SR-18, Ansal Plaza, Sector-1, Vaishali, Ghaziabad, Uttar Pradesh-201010”, with effect from 01^st April, 2024. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge and belief, confirm :

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

ii. that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31^st March, 2024 and of the loss of the Company for that period;

iii. that the directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the directors had prepared the annual accounts on a going concern basis.

v. that 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 Act, and

vi. that the directors had devised proper systems to ensure compliances with the provisions of all applicable laws and that

such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS_ANDAPPRECIATION

The Board of Directors of your Company wishes to place on record its appreciation to the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, Company's bankers and business associates, for the assistance, cooperation and encouragement they extended to the Company.

The Directors also extend their appreciation to the employees for their continuing support and unstinting efforts in ensuring an excellent all-round operational performance. The Directors would like to thank shareholders and deposit holders for their support and contribution. We look forward to their continued support in future.