Ansal Properties & Infrastructure Ltd

Dear Members/Shareholders,

Your Directors are pleased to present the 57^th (Fifty Seventh) Annual Report together with the Audited Financial Statements (Standalone and Consolidated) of your Company for the Financial year ended on the 31^st March, 2024.

(Rs in Lakhs)

Standalone

Net Profit for the Financial year 2023-24 stood at Rs.479.54 lakhs as against loss of Rs. (38,141.70) lakhs in the Financial year 2022-23. The total income including turnover for the Financial year 2023-24 stood at Rs.48,128.89 lakhs, as compared to Rs. 66,171.89 lakhs for the Financial year 2022-23.

Consolidated

Net Loss for the Financial year 2023-24 stood at Rs. (4,676.12) lakhs as against loss of Rs. (42,276.41) lakhs in the Financial year 2022-23. The total income including turnover for the Financial year 2023-24 stood at Rs. 61,213.12 lakhs, as compared to Rs. 86,173.39 lakhs for the Financial year 2022-23.

DIVIDEND

The Board of Directors of your Company have decided not to recommend any dividend for the Financial year 2023-24.

TRANSFER TO GENERAL RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the Financial year 2023-24.

CAPITAL STRUCTURE

During the Financial year 2023-24, there has been no change in the capital structure of the Company.

Allotment of Warrants, convertible into Equity shares of the Company:

The Board of Directors (Board) at its meeting held on the 26^th May, 2022, subject to the approval of the shareholders, had approved the proposal of issue and allotment of 2,20,00,000 (Two Crores and Twenty Lakhs) nos. of Warrants, convertible into equivalent nos. of Equity shares (i.e. one fully paid up Equity share upon conversion of every one Warrant held) of a face value of Rs. 5/- (Rupees Five) each of the Company ("Warrants"), at an exercise price of Rs. 17/- (including a premium of Rs. 12/-) per Equity share ("Exercise Price"), to specified Promoter Group entity and Non-Promoters (Public), by way of preferential issue on a private placement basis, in compliance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, (ICDR Regulations). The shareholders' approval for the said Preferential Issue was received on the 27^th June, 2022 by way of postal ballot.

In furtherance to the Application form/s together with the subscription amounts received from the following specified Promoter Group entity and Non-Promoters (Public) for an aggregate of 2,12,00,000 (Two Crores and Twelve Lakhs) nos. of Warrants, convertible into equivalent nos. of Equity shares, the Directors have passed the Resolution on the 05^th July, 2022, through Circulation, for allotment of 2,12,00,000 Nos. of Warrants:-

(hereinafter individually or collectively referred to as "Investors" or "Allottees")

These Warrants were not converted into the Equity shares of the Company before its expiry on the 04^th January, 2024. The Board of Directors at its meeting held on the 23^rd March, 2024 have approved the forfeiture of the 25% of Exercise Price amount received from all the Allottees except M/s. ICP Investments (Mauritius) Limited (ICP) and Shri Sandeep Kohli. Shri Sandeep Kohli and ICP had filed a joint petition before the Hon'ble National Company Law Tribunal (NCLT), for recovery of 25% of Exercise Price paid along with interest u/s 73(4) of the Companies Act, 2013 as deemed deposits. The said matter was already settled by the Company with ICP and Shri Sandeep Kohli and the withdrawal application was filed by them before the NCLT. The NCLT has reserved the Order in this regard. The Paid up Share Capital of the Company as on the 31^st March, 2024 is Rs.78,70,24,380 divided into 15,74,04,876 Equity shares of Rs. 5/- each.

PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 ALONG WITH STATUS:

1. Ansal Properties and Infrastructure Limited (APIL) was admitted into Corporate Insolvency Resolution Process (CIRP) vide Order dated the 16^th November, 2022 passed by the Hon'ble National Company Law Tribunal (NCLT), New Delhi Bench, Court-II in the matter of "Bibhuti Bhushan Biswas & Ors. Versus M/s Ansal Properties and Infrastructure Limited". Thereafter, Mr. Ashwani Kumar Singla was appointed as the Interim Resolution Professional ("IRP") having Registration No. IBBI/IPA001/IP-P02035/2020-21/13122. Shri Ashwani Kumar Singla has been replaced with Shri Jalesh Kumar Grover, as Resolution Professional (RP) having IBBI Registration No. IBBI/IPA-001/IP-P00200/2017-2018/10390 vide NCLT Order dated the 10^th January, 2024.

2. Subsequently, a Company Appeal (AT) (Ins.) No. 41 of 2023 was filed before the Hon'ble National Company Law Appellate Tribunal (NCLAT) against the admission order. The Hon'ble NCLAT vide Order dated the 13^th January, 2023 held that the CIRP under the Insolvency and Bankruptcy Code, 2016 (IBC) shall only be confined to the "Fernhill Project" situated at District Gurgaon, Haryana.

3. Shortly after the Order dated 13^th January, 2023 was passed, the IRP filed a Clarification Application dated the17 ^th January, 2023 in relation to the said order, which was disposed of by the Hon'ble NCLAT on the 04^th March, 2024.

4. Further, the Resolution Professional and Directors of the Company from time to time have, taken Legal Opinion/s in respect of above matter/s which clearly opined that the Company was under moratorium and the Board of Directors of the Company were suspended (last opinion sought in the month of June, 2023).

5. Vide an Order dated the 20^th October, 2023, under Company Petition no. (IB)- 297(ND)/2023, in the matter of Indian Bank vs. M/s. Ansal Properties and Infrastructure Ltd was passed by Hon'ble National Company Law Tribunal (NCLT), New Delhi Bench, Court-II, in respect of initiation of Corporate Insolvency Resolution Process (CIRP) against "Serene Residency Group Housing Project" of Ansal Properties and Infrastructure Limited situated at Sector ETA II, Greater Noida, Uttar Pradesh.

6. Due to the initiation of Corporate Insolvency Resolution Process against the two Projects of the Company, the Equity shares of the Company, from time to time, during the Financial year 2023-24, were suspended for trading, being under IBC–stage 1, in accordance with Additional Surveillance Measure for companies as per Insolvency and Bankruptcy Code, 2016 (IBC) and Circulars issued by stock exchanges etc.

LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 (the Act) read with the Companies (Meetings of Board and its Powers) Rules, 2014, as amended, from time to time, as on the 31^st March, 2024, are set out in the Standalone Financial Statements forming part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of your Company for the Financial year 2023-24 have been prepared in accordance with the applicable provisions of Companies Act, 2013, Rules made thereunder, Indian Accounting Standards (IND–AS) and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, as amended ("Listing Regulations"), and are forming part of this Annual Report.

FIXED DEPOSITS

As on the 31^st March, 2024, fixed deposits stood at approx. Rs. 80.41 crores as against Rs. 83.58 crores in the previous year

As already reported earlier, the Company could not able to comply with the provisions of Section 73 and other applicable Sections of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and therefore the Company had w.e.f. the 01^st April, 2014, stopped accepting/renewing fixed deposits. Since, the Company was unable to make payments to its fixed deposit holders as per schedule mentioned in its Fixed Deposit Schemes due to fund constraints, a revised schedule of payment of fixed deposits was approved by then Hon'ble Company Law Board, New Delhi Bench (CLB) vide its Order dated the 30^th December, 2014.

The Fixed Deposit Repayment Scheme as sanctioned by the CLB was extended/modified by the Hon'ble National Company Law Tribunal (NCLT), from time to time, with last extension/modification given vide Order dated the 20^th February, 2020, in terms of which repayment under the said scheme was extended upto the 31^st July, 2020 and the Company was exempted from maintaining Liquid assets till the 31^st March, 2021.

Subsequently, due to ongoing liquidity problems, fresh petition/s, had been filed in February, 2022 before NCLT, among others, for requesting NCLT to reduce monthly payments of fixed deposits and its rate of interest and exemption from maintaining the liquid assets.

In compliance to the NCLT Order dated the 10^th February, 2022, notices were published in the different regional newspapers of various states on the 24th March, 2022 and individual notice was given to depositors whose e-mails ids were available with the Company, to enable them to know about the aforesaid prayers and to file their objections, if any. Objection/s filed by some of the fixed depositors filed in form an affidavit before NCLT.

Thereafter, the application, in pursuance to the Order of the NCLT dated the 25^th May, 2023, was filed before the Hon'ble National Company Law Appellate Tribunal, Principal Bench, New Delhi (NCLAT) for seeking necessary directions for making the payments to the applicants-deposit holders (i.e. whose company petition/s,were pending before NCLT, as on the 25^th

May, 2023, for repayment of fixed deposits) as hardship cases (due to CIRP and non-clarity about the status of Board of Directors of the Company). NCLAT has permitted the payment to fixed deposit holders on the 18 ^th August, 2023. Thereafter, the Company has made the payment to said Applicants (whose applications were available with the NCLT / Company).

The final arguments for disposal of aforesaid petition is pending and the next date of hearing before NCLT is the 29 ^th August, 2024. Further, provisions of Sections 73 to 76 or any other relevant provisions of the Act, whichever is applicable were complied by the Company during the Financial year 2023-24 except (1) the Company has not maintained the liquid assets as required under Section 73(2) of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 (2) DPT -3 for the

Financial year 2023-24 was not filed with the Registrar of Companies, as the CIN of the Company is in-active (due to on-going CIRP in two projects of the Company).

Details relating to deposits covered under the aforesaid Rules are as follows: Deposit accepted during the year: Nil

Remained unpaid or unclaimed(Principal amount) as at the end of the year: Rs. 80.41(subject to NCLT orders)

Deposit accepted before the 01^st April 2014 is in compliance with the requirements of the Companies Act, 1956 and Rules there under. The Company / Management will make endeavour that all Fixed deposits which are due but not paid shall be paid in compliance with the NCLT order/s.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as mentioned in the Report, no Material changes and commitments have occurred between the end of Financial year 2023-24 and the date of this Report which could affect the financial position of the Company.

DEVELOPMENT IN BUSINESS OPERATIONS / PERFORMANCE

There has been no change in Nature of Business of the Company during the Financial year 2023-24.

During the last 57 years, it had been and presently engaged in the field of housing and real estate business covering development of Hi-Tech and integrated townships and other large mixed-use and stand-alone developments in the residential, commercial, and retail segments. The business is being carried on by the Company on its own as well as through various subsidiaries, associates and collaborations etc. The projects of your Company are located in the Delhi National Capital Region, the States of Uttar Pradesh, Haryana, Rajasthan and Punjab.

Management's Discussion and Analysis Report forming part of the Directors' Report, provide a broad overview of the Global economic scenario and the Indian economy situation and more particularly the status of the real estate sector prevailing in the Country which have and shall have an impact on the nature of the Company's business and generally in the class of business in which the Company has interest.

SIGNIFICANT AND MATERIAL ORDER PASSED

1. Uttar Pradesh Real Estate Regulatory Authority (UPRERA) have passed orders in relation to UP RERA projects of the Company at Lucknow viz. (1) UPRERAPRJ9594 (2) UPRERAPRJ7090 (3) UPRERAPRJ7122, have been de-registered by UPRERA. The Company has filed an appeal with the RERA Appellate Tribunal on various grounds. The next hearing before the Appellate Tribunal is awaited due to the vacation of the Court. (4) In respect of the project bearing RERA No. UPRERAPRJ10009 – completion has been applied to Lucknow Development Authority and information has been given to RERA authorities. (5) UPRERAPRJ10150 – as per the direction of RERA Authority, the project audit has been completed by the M/s. Asija Associates and the report has been submitted to RERA.

2. The details of other significant orders are mentioned in Notes to Accounts (Standalone), forming part of Balance Sheet as at the 31^st March, 2024.

Other than what have been disclosed above in the immediately preceding paragraph, no significant and material order has been passed by the Regulators or Courts or Tribunal affecting the going concern status and the Company's operations in future.

REAL ESTATE SECTOR

Real estate is the second largest sector in India after agriculture in terms of providing employment opportunities. The growth of the real estate market in the country is supported by increasing industrial activities, rapid urbanization, and improved income levels. This is further contributing to the economy of the country.

Your Company has at present projects under various stages of implementation across residential, commercial, retail and others. It focuses on mixed use development, particularly in residential projects. Within the residential asset class, the projects of the Company range from large-scale integrated townships to mixed use and stand-alone detached single and group housing, as well as serviced plots. Your Company continues to follow the strategy of developing integrated townships in key cities in North India.

Townships

Details of major projects / townships of your Company are discussed in Management Discussion and Analysis Report which forms a part of this Annual Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Section 124 and 125 of the Companies Act, 2013 read with the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016/ Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001 and other applicable provisions, during the Financial year 2023-24 there was no unclaimed dividend amount or shares that were required to be transferred to the Investor Education and Protection Fund (IEPF) established by Central Government.

Shri Abdul Sami, Company Secretary and Compliance Officer, was appointed by the Board of Directors as a Nodal Officer under the provisions of IEPF, the details of which are available on the website of the Company under Investor's section.

CORPORATE SOCIAL RESPONSIBILITY {CSR}

The Corporate Social Responsibility {CSR} Committee constituted by the Board of Directors {Board} on the 07^th February, 2014, and lastly reconstituted on 23^rd March, 2024 is in consonance with the requirements of the Section 135 of the Companies Act, 2013 and its Rules. The said CSR Committee, inter-alia, has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and the amount to be spent on CSR activities. The CSR policy approved by the Board is available on the website of the Company i.e. http://www.ansalapi.com/pdf/APIL-Policy-on-Corporate-Social-Responsibilities.pdf The Composition of the said Committee and other particulars are mentioned in the Corporate Governance Report which forms part of this Annual Report.

Annual Report on the Corporate Social Responsibility Activities for the Financial year ended on the 31^st March, 2024, is attached as Annexure – A to the Director's Report.

Your Company collaborates with social, charitable and NGOs which are similarly engaged in pursuit of upliftment of underprivileged sections of the society.

A. EDUCATION

Education imparts not just knowledge but nurtures an individual's evolution for the future. The key factor of knowledge is at core of all development efforts in advancing economic and social well-being in an emerging nation like India. Your Company, through its associates has ushered in the field of education and has built eminent institutes.

B. RESEARCH & RESOURCES CONSERVATION

Your Company recognizes the relationship of business sustainability with resources management and is committed to supervise and conserve the amount of water and electricity used across its project sites at the time of construction. It has installed Solar Power Plants at some of its location with view of generating clean energy for internal consumptions.

C. COMMUNITY DEVELOPMENT INITIATIVES

Your Company contributes to and invests in communities in and around its project sites. Under this endeavour, several initiatives have made a lasting impact on the economic, environmental and social conditions of local people. Some such initiatives are: Tree plantations Construction of roads, sanitation facilities and temples Blood Donation Camps

D. HOUSING FOR ECONOMICALLY WEAKER SECTIONS ("EWS") OF THE SOCIETY

Many plots/flats are reserved for Economically Weaker Sections of the society, in the townships of your Company, which are in the process of development. The plots/flats were allotted through open public lottery system at highly subsidised rates with easy interest free instalments. The affordable homes are being developed in the projects at Uttar Pradesh and Rajasthan.

E. SENIOR CITIZEN HOME

A plot of 1000 sq.m.was donated in the past to establish a Senior Citizen's Home in Palam Vihar, Gurugram, Haryana. Free technical and engineering support was provided to build this home called "Chiranjiv Karam Bhoomi". Several senior citizens are staying in this home which is being run by Divya Chaya Trust comprising Dr. (Mrs.) Kusum Ansal, wife of Shri Sushil Ansal, Promoter of the Company and other members of the Trust.

AUDIT COMMITTEE

The composition of the Audit committee is covered under the Corporate Governance Report which forms the part of this Annual Report. All the recommendations given by the Audit Committee were accepted by the Board.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial control with reference to financial statements. The Board of Directors had earlier noted/approved the policies and procedures adopted by the Company for ensuring an orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

SUBSIDIARY COMPANIES AND OTHER ASSOCIATE COMPANIES

Your Company has 70 (Seventy) subsidiary companies at the end of the Financial year 2023-24.

Ansal Urban Condominium Private Limited (AUCPL) is a Subsidiary of Ansal Landmark Township Private Limited, which is a subsidiary of the Company. However, due to the provisions of IND-AS, AUCPL is treated as Joint Venture Company (AUCPL is currently under Corporate Insolvency Resolution Process).

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of Financial statements of subsidiary/ associate companies in Form AOC-1 is provided at the end of the Consolidated Financial Statement and hence not repeated in this Report. For the highlights/ performance of each of the subsidiaries/ associate companies, and their contribution to the overall performance of the Company during the period under report, the members are requested to refer to the Consolidated Financial Statement of the Company along with the statement in Form AOC-1 (as mentioned aforesaid) forming part of this Annual Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, separate Audited Financial Statements {Standalone and Consolidated, wherever applicable} in respect of each of the subsidiaries/ associate companies are posted on the website of the Company (www.ansalapi.com) and shall be kept open for inspection till the date of the Annual General Meeting. It shall also make available these documents upon request by any member of the Company.

A Policy on Material Subsidiary Companies has been formulated {duly amended} and the same is available on the website of the Company i.e. http://www.ansalapi.com/pdf/APIL-Policy-on-Determination-of-Material-Subsidiary.pdf

BOARD MEETINGS

Due to the initiation of Corporate Insolvency Resolution Process on the 16^th November, 2022 and non- clarity of the status of

Board of Directors of the Company, no Board Meeting was held in the first three quarters of the Financial year 2023-24. In the last quarter of the said Financial year, 04 (four) meetings of the Board of Directors were duly held on the 21^st January, 2024, 19^th February, 2024, 23^rd March, 2024, and 27^th March, 2024 and the details of the meetings are covered under the Corporate Governance Report which forms the part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Change in Directorship: Resignation/End of tenure

Shri Anoop Sethi (DIN: 01061705), erstwhile Managing Director and CEO of the Company, vide his letters/emails dated the 14^th March, 2023 and 19^th March, 2023, has resigned from the position of Managing Director and Chief Executive Officer w.e.f the 14^th March, 2023 (on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors of the Company at their respective meetings held on the 23^rd March, 2024 due to change in designation from Managing Director to Director) and from the position of Director w.e.f. the 23^rd March, 2024 vide his email/letter dated the 23^rd March, 2024. Intimation and other necessary documents in that regard was already provided to stock exchanges.

Shri Sandeep Kohli (DIN: 00300767), erstwhile Chairman and Non-Executive and Independent Director of the Company vide his letter dated the 23^rd March, 2024 has resigned from the position of Chairman and Non-Executive Independent Director of the Company with immediate effect due to personal reasons. Shri Sandeep Kohli has also provide confirmation that there is no other material reason other than those provided in his resignation letter dated the 23^rd March, 2024. Intimation and other necessary documents in that regard was already provided to stock exchanges.

Smt. Jagath Chandra (DIN:07147686), erstwhile Non-Executive and Independent Director of the Company, was appointed for a term of 03 (three) years from 10^th November, 2020 till the 09^th November, 2023 by the Board of Directors and approved by the Shareholders of the Company on the 28^th September, 2020. Her second term of appointment was completed, therefore, she ceased to be the Non-Executive and Independent Director of the Company, w.e.f. the 09^th November, 2023. Intimation in that regard was already provided to stock exchanges.

Appointment/Re-designation

To meet the requirement of optimum combination of Executive and Non-Executive Directors on the Board and pursuant to the compliance of the provisions of Listing Regulations, your Board of Directors, have approved the following appointments / Re-designation:-

1. Shri Deepak Mowar (DIN: 02195026) was appointed as Managing Director and Chief Executive Officer (CEO) of the Company w.e.f. 23^rd March, 2024, on the recommendation of the Nomination and Remuneration Committee, at their respective meetings held on the 23^rd March, 2024. His appointment was approved by the shareholders of the Company on the 02^nd May, 2024.

2. the following persons were appointed as Non-Executive and Independent Directors of the Company w.e.f the 23^rd March, 2024. The appointment of these persons were approved by the shareholders at their meeting on the 02^nd May, 2024. In the opinion of the Board, all these directors fulfil the conditions specified in the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014 and The Companies (Accounts) Rules, 2014 and Listing

Regulations for appointment as Non- Executive Independent Directors and they are independent of the Management and Promoters and person of high integrity and possesses required knowledge, expertise, skills and experience etc.:-

3. Shri Pranav Ansal (DIN: 00017804) was re-designated as Chairman and Whole Time Director of the Company w.e.f. the 23^rd March, 2024, on the recommendation of the Nomination and Remuneration Committee, at their respective meetings held on the 23^rd March, 2024. His re- designation/appointment was approved by the shareholders of the Company on the 02^nd May, 2024.

4. After the Financial year 2023-24, Shri Dheeraj Goel (DIN: 09503113) is appointed as Deputy Managing Director of the Company w.e.f. 12^th August, 2024 on the recommendation of the Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on the 12^th August, 2024. The matter of appointment of Shri Dheeraj Goel along with other details is included in the Notice of the 57^th Annual General meeting.

Change in Chief Executive Officer:

Shri Deepak Mowar (DIN: 02195026) was appointed as Chief Executive Officer of the Company w.e.f the23 ^rd March, 2024 in place of Shri Anoop Sethi (DIN: 01061705), who has resigned from the position of Chief Executive Officer of the Company w.e.f the 14^th March, 2023 (approved by the Board of Directors at their meeting held on the 23^rd March, 2024).

Declaration by Independent Directors

The Company, for the Financial year 2023-24, has received the declaration from the Independent Directors, under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down under Section 149(6) of the

Companies Act, 2013 and the Listing Regulations and are not debarred from holding the office of directors pursuant to any SEBI's Order or any other authority. Moreover, as per their declaration they are not disqualified to become directors under the Act and rules.

Retiring by Rotation and Re-appointment of Director

In terms of Section 152 of Companies Act, 2013 ("Act") not less than 2/3rd of the total number of directors of a public

Company shall be persons whose period of office as Directors is liable to determination by retirement by rotation and out of such number of directors, 1/3rd nos. of directors shall retire from office at every Annual General Meeting. The Independent

Directors are to be excluded from the calculations of rotational and non-rotational directors.

In terms of the said provisions of the Companies Act, 2013 and its Rules and the Articles of Association of the Company, Shri Pranav Ansal, Chairman and Whole Time Director and Shri Deepak Mowar, Managing Director and CEO are due to retire by rotation at the ensuing AGM. Being eligible, they offer themselves for re-appointment. The matter of re-appointing them are included in the Notice of 57^th Annual General Meeting.

Brief profile of the Directors proposed to be re-appointed is annexed to the Notice of 57 ^th Annual General Meeting.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In compliance with the provisions of the Companies Act, 2013, Rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (Listing Regulations), Nomination and Remuneration Committee at their meeting held on the 12^th August, 2014 had laid down the criteria for performance evaluation of the Board, its Committees and Directors which was also approved by the Board of Directors. The said criteria have been amended and lastly approved by the Board of Directors at their meeting held on the 12^th August, 2024.

Accordingly, the Annual Performance Evaluation of the Board, its Committees and each Director was carried for the Financial year 2023-24. Structured questionnaires were prepared, covering various aspects of the functioning of the Board, its Committees and individual Directors, which, inter alia, included, diversity of experience, appropriate composition, monitoring of compliances with respect to laws & regulations, demonstration of worthiness, pro-activeness in addressing issues, consideration of Internal Audit Report, Management Responses, attendance at the meetings etc.

The members of Board have carried out the evaluation of the Board as a whole, its Committees and of their peer Board members. The Independent Directors without the presence of Executive Directors (i.e. Non-Independent Directors) and any member of Company management, at their meeting held on the 27^th March, 2024 had reviewed/assessed/ discussed, inter-alia, (1) the performance of Non- Independent Directors (Executive Directors viz. Chairman and Whole Time Director, Managing Director and CEO) and the Board as a whole (2) the performance of the Chairman after taking into consideration the views of Executive and Non-Executive Directors, and (3) the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Nomination and Remuneration Committee at its meeting held on the 27^th March, 2024 has carried out evaluation of every Director's performance and Board as a whole. The criteria for Performance Evaluation of Board & Independent Directors (duly reviewed), is also available on the website of the Company i.e. https://www.ansalapi.com/pdf/APIL-Policy-on-Performance-Evaluation-of-Board-its-Committee-and-Director.pdf

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The policy of the Company on Directors' appointment and remuneration including criteria for determining qualification, skills, positive attributes, independence of Directors and other matters provided under sub section (3) of Section 178 of the Companies Act, 2013 and under listing Regulations (duly reviewed), is also available on the website of the Company https://www.ansalapi.com/pdf/APIL-Policy-on-Remuneration-of-Directors-KMP-Employees.pdf

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the Financial year 2023-24 with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which is not an arm's length basis or could be considered material in accordance with the Policy of the Company on Materiality of Related Party Transactions, therefore the information required under form no. AOC 2 is Not applicable. The transactions with Related Parties as per requirement of Indian Accounting Standard -24 are disclosed in Notes 62(b) of Balance Sheet forming part of the Annual Report. The details of the Related Party transactions and information are placed before the Audit Committee and the Board of Directors, from time to time, in compliance with the Listing Regulations and Sections 177 and 188 of the Companies Act, 2013 and its Rules, Policy on Related Party Transactions, as amended, and Listing Regulations.

A Policy on Related Party Transactions, (as amended), specifying the manner and criteria of entering into said transactions has been formulated and the same is available on the website of the Company https://www.ansalapi.com/pdf/APIL-Policy-on-Related-Party-Transactions.pdf

RISK MANAGEMENT

The Board has approved the Enterprise Risk Management Policy for Risk Assessment and its Minimization on the 16^th May, 2015 which has been amended, and the same is available on the Company's website i.e. https://www.ansalapi.com/pdf/APIL-Policy-on-Risk-Management-Policy.pdf

The Audit Committee/ Board of Directors review the efficacy of the Enterprise Risk Management process, the key risks associated with the business of your Company and the measures in place to mitigate the same.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance with the provisions of the Section 177 of the Companies Act, 2013 and Regulation 22 of Listing Regulations, the Board of Directors have approved the Vigil Mechanism/ Whistle Blower Policy at their meeting held on the 12^th August, 2014. The said Policy has been duly amended and approved by the Board of Directors at their meeting held on the 12^th August, 2024.

In exceptional cases, where a whistle blower, due to the gravity and seriousness of the concern or grievance or due to his/ her being not satisfied with the outcome of the investigation and the decision, he/she can have personal and direct access to the Chairperson of the Audit Committee. The status of the complaints under the Vigil Mechanism, if any, is placed before the Audit Committee and Board, on a quarterly basis. During the year under review, no complaint was received by the Company under Vigil Mechanism/ Whistle Blower Policy.

The Policy on Vigil mechanism/ Whistle blower, (duly reviewed), is available on the Company's website i.e https://www.ansalapi.com/pdf/APIL-Policy-on-Vigil-Mechanism-Whistle-Blower.pdf

AUDITORS AND AUDITORS' REPORT STATUTORY AUDITORS

In terms of the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s MRKS and Associates (MRKS), Chartered Accountants (ICAI Firm Registration No. 023711N), having registered office at QU-35B, Pitampura, New Delhi 110088, were appointed as the Statutory Auditors of the Company by the members/ shareholders at the Fifty Third (53rd) Annual General Meeting of the Company held on the 28^th September 2020, for a period of five years i.e. up to the conclusion of Fifty Eight (58th) Annual General Meeting of the Company to be held in the year 2025.

No fraud has been reported by M/s MRKS and Associates, Chartered Accountants (ICAI Firm Registration No. 023711N), the Statutory Auditor of the Company in the course of the performance of their duties as Auditor in terms of the provisions of Section 143(12) of the Companies Act, 2013 and its Rules.

Report

The Notes to Accounts (Standalone), forming part of Balance Sheet as at the 31^st March, 2024 and Profit & Loss Account for the year ended on that date, referred to in the Auditors' Report, are self-explanatory. However, in terms of clause (f) of subsection (3) of Section 134 of the Companies Act, 2013, the Management's response/ explanations to certain Emphasize of Matters (EOM's) /qualifications appearing in the Auditors Report on Accounts (Standalone) for the Financial year ended on the 31^st March, 2024 are as under:

EOM's

1. "Ansal Properties and Infrastructure Limited ["APIL" or "Company"] was admitted into the Corporate Insolvency Resolution Process ["CIRP"] vide Order dated 16.11.2022 passed by the Hon'ble National Company Law Tribunal ["NCLT"], New Delhi Bench, Court-II in the matter of "Bibhuti Bhushan Biswas &Ors. Versus M/s Ansal Properties and Infrastructure Limited. Thereafter, Mr. Ashwani Kumar Singla was appointed as the Interim Resolution Professional [‘IRP']. Subsequently, a Company Appeal (AT) (Ins.) No. 41 of 2023 was filed before the Hon'ble National Company

Law Appellate Tribunal ["NCLAT"] against the admission order. The Hon'ble NCLAT vide Order dated 13.01.2023 held that the CIRP under the Insolvency and Bankruptcy Code, 2016 ["IBC"] shall only be confined to the "Fernhill Project" situated at District Gurgaon. The IRP filed a Clarification Application dated 17.01.2023 with NCLAT about the Hon'ble NCLAT Order dated 13.01.2023, the same has been disposed of along with other appeals/applications in this regard vide order dated 04.03.2024. Further, the Hon'ble NCLT, New Delhi vide order dated 10.01.2024 has appointed Mr. Jalesh Kumar Grover (IBBI Regn No. (IBBI/IPA001/IPP00200/2017-2018/10390) to act as Resolution Professional qua Fernhill project. The Company's Serene Residency Group Housing Project at Sector ETA II, Greater Noida had been admitted into the Corporate Insolvency Resolution Process ["CIRP"] vide Order dated 20.10.2023 passed by the Hon'ble National Company Law Tribunal ["NCLT"], New Delhi Bench, Court-II in the matter of "Indian Bank Versus M/s Ansal Properties and Infrastructure Limited. Thereafter, Mr. Navneet Kumar Gupta, as IRP having Registration No. IBBI/IPA-001/ IPP00001/2016-2017/10009 was appointed as IRP and directed to take charge of the CIRP in respect of "Serene Residency Group Housing Project at Sector ETA II, Greater Noida. Currently designated as Resolution Professional.

The CIRP process of the above said projects are underway, as on the date of the report, and consequently the effect on the financial statements, if any, shall be given once the CIRP process is completed.

2. The figures for the last quarter are the balancing figures between the audited figures in respect of the full financial year up to 31^st March,2024 and the unaudited published year-to-date figures up to 31^st December 2023, being the date of the end of the third quarter of the financial year which were subject to limited review by the statutory auditors. Financial (Standalone and Consolidated) results for the Quarter /year ended 31.03.2024, have been reviewed by the audit committee and approved by the board of director at its meeting held on 28^th May,2024.

3. These financial results are prepared in accordance with the Indian Accounting Standards (IND AS) as prescribed under section 133 of the Companies Act 2013, read with rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

4. Having regard to the integrated nature of the real estate development business and the parameters of IND AS 108 issued by the Central Government under Companies (Indian Accounting Standards) Rules, 2015, the operations of the Company are within a single segment.

5. The corresponding figures for previous year /period has been regrouped, rearranged, and reclassified, wherever necessary.

6. During the period under review the Ansal Properties and Infrastructure Limited has not claimed any exemption under section 80 IA(4)(iii) of the Income Tax Act, 1961. The Company had claimed the exemption u/s 80IA(4)(iii) of the Income Tax Act, in respect of its Industrial Park Project at Pathredi, Gurgaon, amounting to Rs. 34.08 crores in the Assessment Year 2010-11. The Competent Authority has not approved the claim of the company. The company has filed a Review

Petition. Since the Review Petition of the Company has been pending for a long time, the Company has filed a Writ Petition before the Hon'ble Delhi High Court. The same has been admitted by the Hon'ble Delhi High Court in W.P. (C) 3848/2021 & CM No.15443/2021 and notice has been issued to the department. The next date of the hearing is 14^th August, 2024.

7. The Company has filed a petition before the Hon'ble National Company Law Tribunal, New Delhi Bench (NCLT) for relief in the scheme of repayment of public deposits sanctioned by the Company Law Board and extended/modified by the NCLT, from time to time. The next date of the hearing is 28^th May,2024.

8. Bank-wise details are as under: -

a) In respect of Financial Facilities availed from IL&FS Financial Services (IFIN), a revised payment schedule for OTS has been approved by IFIN for payment of Rs 111.36 crores (including interest for the intervening period) vide their letter dated 22.11.2023. The Company has paid an amount of Rs 28.36 Crores till 31^st March 2024. The Company has approached IFIN for revision in payment terms of balance agreed OTS amounts.

b) The Company had availed a loan of Rs. 150 Crores from Indian Bank (earlier Allahabad Bank), for its project Sushant Serene Residency, located at Greater Noida against which the outstanding principal loan amount is Rs 103.60 crores, and the company had paid Rs. 4.25 crores as upfront fee against OTS. An insolvency application filled under section 7 of the IBC Act 2016 against the Company vide order dated 20.10.2023 and Hon'ble National Company Law Tribunal ["NCLT"] New Delhi admitted the same and ordered for appointing Mr. Navneet Kumar Gupta, as IRP having Registration No. IBBI/IPA-001/IPP00001/2016-2017/10009.

c) Ansal Hi-Tech Townships Limited (AHTL), a subsidiary company, had availed a Term Loan of Rs. 50 crores from Indian Bank against which the outstanding principal loan amount is Rs. 43.03 crore against the construction of a residential multi-story project located at Dadri, Gautam Buddh Nagar, Uttar Pradesh. The loan account is classified as NPA. Indian Bank has approved a conditional OTS Scheme dated 29.09.23 for payment of Rs 45.50 crores as full and final repayment of bank's dues against Term Loan availed by AHTL on or before 31^st Mar'24. AHTL has paid an amount of Rs 13.95 crores against the OTS approved amount. The Ansal Hi-Tech Township Limited (AHTL) has approached Indian Bank for approval for revision in payment terms of balance agreed OTS amounts.

Indian Bank has filed a recovery suit against AHTL & the Company (in capacity as a guarantor) in DRT, New Delhi.

The next date of the hearing before DRT was 26^th June,2024.

d) The loan accounts of the Company have been classified as non-performing assets (NPA) by certain banks/ Financial institutions and they have not applied interest on the said accounts. In view of OTS proposals filed with these banks and the expected settlement with banks/Financial institutions, the provision for interest in respect of loans classified as NPA has not been made to the tune of Rs.8.32 crores in respect of the Company, Rs. 1.10 crores in respect of Ansal Hi Tech Township Limited (AHTL) and Rs.7.60 crores in respect of Ansal API Infrastructure Limited, the subsidiary Company, and therefore to that extent finance costs and loan liabilities have been understated for the quarter ended 31^st March,2024.

e) Ansal API Infrastructure Ltd. (AAIL), a wholly owned subsidiary Company, has availed a term loan of Rs. 390 crores from a consortium headed by the IL&FS Urban Infrastructure Manager Limited (The Asset Manager) under the Pooled Municipal Debt Obligations Facility (PMDO). The present principal outstanding is approx. Rs. 241.20 crore excluding overdue/unapplied interest. The loan account is classified as NPA. AAIL has filed an OTS proposal with Asset Managers for full and final settlement of the dues. Vistra ITCL (India) Limited, the trustee of the consortium, has filed a recovery suit in DRT, New Delhi against the borrower Company i.e., AAIL and the Company (APIL), in capacity as Mortgagor as well as well the Guarantor.

Union Bank of India (UBI), one of the consortium member, has also filed a recovery suit against AAIL in DRT, New Delhi. The next date of the hearing in DRT is 23.07.2024.

Earlier Hon'ble NCLT, New Delhi dismissed the application filed by UBI under section 7 of the IBC Act 2016 against the borrower Company (AAIL). "As per order there was neither a direct disbursal of the loan by the applicant to the corporate debtor, nor there are any agreements executed directly between the applicant and the corporate debtor. Hence the applicant does not qualify as a Financial creditor as per section 5(7) of the IBC,2016 which defines Financial creditor". UBI has filed an appeal against the NCLT Order and the matter is pending with NCLAT.

9. In relation to UP RERA projects (1) UPRERAPRJ9594 (2) UPRERAPRJ7090 (3) UPRERAPRJ7122, located at Lucknow, has been deregistered by UPRERA. The Company has filed an appeal with the RERA Appellate Tribunal on various grounds. The next hearing before the Appellate Tribunal is awaited due to the vacation of the Court. (4) In respect of the project bearing RERA No UPRERAPRJ10009 – completion has been applied to Lucknow Development Authority and information has been given to RERA authorities. (5) UPRERAPRJ10150 – as per the direction of RERA Authority, the project audit has been completed by the M/s. Asija Associates and the report has been submitted to RERA.

10. IIRF India Realty Limited - II fund "Foreign Investor" and IL & FS Trust Company Limited (acting as Trustee of IFIN Realty Trust) through its manager IL&FS Investment Managers Limited "Indian Investor" had invested an amount of Rs. 79.34 Cr in Equity Shares and Compulsorily Convertible Cumulative Preference Shares (CCCPS) of Ansal Townships Infrastructure Limited (ATIL), a subsidiary of the Company. The Company has purchased part of the investments i.e. 40.66% and the remaining part is still pending. The investor(s) has invoked the Arbitration Clause against the Company. Further, ATIL is discussion for settling with the Investor.

11. During the quarter ended 30th September 2018, the Award in the matter of arbitration with Landmark group was pronounced. The Award contemplates joint and several liabilities of four companies of Ansal Group, including the Company, amounting to Rs. 55.78 crores along with interest amounting to Rs. 105.08 crores. The Hon'ble High Court vide order dated 5th January 2022 with direction to deposit with the Registry of the Court an amount of Rs 200.00 crores approx. (Rs. 30.99 crores earlier deposited with the Hon'ble Court, released to Landmark Group through Order dated 08.08.2023). Pursuant to a settlement arrived between the parties, nothing remains payable to Dalmia Group, and in respect of this, an application has been filed with the Hon'ble Delhi High Court.

12. In the books of Ansal Landmark Township (P) Ltd., a subsidiary of the Company, an amount of Rs. 61.50 crore is recoverable from M/s. Ansal Landmark (Karnal) Township Pvt. Ltd. Based on the management assessment of the cash flow of Karnal Project, there is no impairment in the value of the said recoverable amount.

13. The financial statements of a few group companies are based on management certified accounts.

14. The Corporate Guarantee/s given by Ansal Properties and Infrastructure Limited ("the Company") in terms of the applicable provisions of the Companies Act, 2013 and rules made thereunder ("the Act") amounts to Rs. 270.29 crores as at the 31st March, 2024.

15. The company has not declared any dividend for the year 2023-24.

16. The Management's response to qualifications in the Audit Report for the quarter ended 31st March, 2024 are as under: i). The Company had entered into a Settlement agreement(s) (‘Agreements') with certain banks/financial Institutions (‘the Lenders'). So far, the lenders have not given any written notice in the event of default as per the agreements and the management is in discussions with the Lenders to condone the aforementioned delays. According to the above discussions with the lenders, management is confident that no material impact will be on the Company in respect of the afore-mentioned delays."

COST AUDITOR

In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Board of the Directors of your Company at its meeting held on the 27^th March, 2024 had appointed M/s J.D & Associates, Cost Accountants, Firm Registration No. 101443, as the Cost Auditor of the Company for a term of 1(One) year, to conduct the audit of Cost records maintained by the Company for the Financial year 2023-24. The Cost Audit Report does not contain any qualification, reservation or adverse remarks or disclaimer.

SECRETARIAL AUDITOR

In terms of the provisions of Section 204 and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of the Directors of your Company at its meeting held on the 27^th March, 2024 had appointed M/s. APAC and Associates LLP, Company Secretaries in Practice, CP No. 7077, for a term of 1(One) year to conduct the audit of Secretarial and related records of the Company for the Financial year 2023-24. The Secretarial Audit Report for the Financial year ended on the 31^st March, 2024 is annexed herewith marked as Annexure - B to this Report. The Secretarial Audit Report contains observations. Moreover, the Company's comments are also included in the Report in relation to their observations.

LISTING INFORMATION

Equity shares of your Company are listed on the National Stock Exchange of India Ltd. (NSE) and BSE Ltd. (BSE). Listing fee has been duly paid to NSE and BSE for the Financial year 2024-25.

DISCLOSURES

Conservation of energy and technology absorption

The information relating to Conservation of Energy and Technology Absorption as required to be disclosed under Clause (m) of sub-section (3) of the Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is not applicable to your Company.

Foreign Exchange Earnings and outgo

Information about the foreign exchange earnings and outgo, as required to be given under Clause (m) of sub-section (3) of the Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given as follows:

(Rs in Lakhs)

PARTICULARS OF EMPLOYEES

In terms of the provision of Section 197(12) of the Companies Act, 2013 (the "Act') read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, disclosures pertaining to remuneration and other details as required are provided in Annexure - C to the Director's Report.

In accordance with the provisions of Section 197(12) of the Act read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names of the top ten employees in terms of remuneration drawn and the name employees/ directors who were in receipt of remuneration of Rs. 1.02 Crores or more per annum, if employed for whole of the year or Rs. 8.5 lakhs or more per month if employed for a part of the year are provided in the Annexure -D to the Director's Report.

CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is a system of rules, guidelines, practices and processes which not only enables it to operate in a manner that meets the ethical legal and business expectations, but also helps it to maximise stakeholders' value on a sustainable basis.

A report on Corporate Governance together with a certificate received from Mrs. Tanvi Arora, Company Secretary in Practice confirming the compliance with the provisions of Corporate Governance as stipulated in Listing Regulations, as amended, forms the part of this Annual Report.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report is given separately and forms the part of this Annual Report.

SEXUAL HARASSMENT POLICY

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

Following is the summary of sexual harassment complaints received and disposed off during the calendar year:-

ANNUAL RETURN

The Annual Return of the Company as on 31^st March, 2024 is available on the Company's website and can be accessed at https://www.ansalapi.com/pdf/Filed-Annual-Return_MGT-7-2023-2024.pdf

VARIOUS POLICIES/ CRITERIA/ PROGRAMS etc.

In compliance with Companies Act, 2013 and Rules made there under, Listing Regulations and other applicable laws, the Board of Directors of your Company and its Committee/s at its respective meetings, have duly reviewed and amended the following Policies/ Criteria/Programs, and, the same are available on the website of the Company at i.e. https://www.ansalapi. com/disclosures-under-regulation-46-of-the-lodr.php (APIL Criteria and Policies):-

1. Policy on Preservation of Documents.

2. Corporate Social Responsibility Policy.

3. Board Diversity Policy.

4. Policy on Remuneration of Directors, Key Managerial Personnel & Other Employees.

5. Criteria of making payment to Non-Executive Directors of the Company.

6. Policy for Material Subsidiary Companies.

7. Criteria for Performance Evaluation of Board & Independent Directors.

8. Code of Conduct for Directors (Including Independent Directors) and Senior Management.

9. Vigil Mechanism/ Whistle Blower Policy.

10. Familiarization Program for Independent Directors.

11. Code of Fair Disclosure and Conduct of Ansal Properties and Infrastructure Limited in terms of SEBI (Prohibition of Insider Trading) Regulations 2015.

12. Risk Management / Enterprise Risk Management Policy. 13. Policy on Archival of Events and Information.

14. Policy for orderly succession for appointment to the Board of Directors and senior management. 15. Policy on Related Party Transactions. 16. Policy for determination of materiality of Events and Information

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION

One Time Settlement (OTS) with Jammu and Kashmir Bank (J&K Bank/ the Bank), a lender forming part of the consortium arrangement (Consortium), was done in the Financial year 2023-24. Details and disclosures about OTS were provided in the various ‘Notes to the Account' of the Un-Audited Financial Results of the Company shared with the stock exchanges from time to time. The difference between the amount of valuation done at the time of OTS and the valuation at the time of availing the loan is not directly attributable in the said case because of the following reasons:

(a) the loans / financial facilities availed initially from Jammu & Kashmir Bank were in a Consortium having multiple banks and financial institutions (FIs) but the OTS was done only with one residual bank i.e. J&K Bank;

(b) in the interim period, dues of other lender banks & FIs were, in normal course of business, either fully repaid, settled, or expired;

(c) during the period of availment and OTS of the loan a lot has changed with respect to the mortgaged immoveable properties (IPs), like, development of projects completed and NOC obtained, or on multiple occasions IPs were either enhanced, reduced, released against payments, or substituted etc. Hence, the valuation of the IPs mortgaged to the Bank, under the Consortium, could not be directly attributed to OTS valuation.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

This is not applicable to the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 of the Companies Act, 2013 (‘the Act') and based on the information provided by the Management, the Directors hereby state that:

i) in the preparation of the Annual Accounts for the Financial year ended 31^st March, 2024, the applicable Indian Accounting Standards have been followed and no material departures have been made from the same;

ii) 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 as on the 31st March, 2024 and of the profit & loss incurred by of the Company for the year ended on that date;

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

iv) the Directors have prepared the annual accounts on a ‘going concern' basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws including applicable Secretarial Standards (SS-1 and SS-2) and that such systems are adequate and operating effectively.

ACKNOWLEDGMENT

We would like to express their sense of gratitude to-

• all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies and the Depositories. all the Bankers and Financial Institutions, the Central and State Governments as well as their respective Departments and Development Authorities in India connected with the business of the Company for their co-operation and continued support.

• the shareholders, depositors, suppliers, contractors and customers for the trust and confidence reposed by them in the

Company.

The devoted teamwork and professionalism of the employees of the Company and its subsidiaries and the Group, at all levels are also very well appreciated. The employees continue to remain the Company's most valuable resources and their sustained hard work has enabled your Company to successfully meet the challenges during the year under review and that lie ahead.