Ashiana Housing Ltd

To,

The shareholder(s),

Your Directors have pleasure in presenting the 38th Annual Report together with the audited financial statement of the Company for the financial year ended on 31st March 2024.

Standalone

( H in Lakhs)

Consolidated

( H in Lakhs)

During the financial year gone by the company had completed buy back of 18,27,242 number of equity shares of H 2/- at a price of H 301/- aggregating H 55 crores. The amount of H 55 crores excludes expenses (including tax) incurred on buy back.

The company registered a sales volume of 26.40 Lakhs sq. ft Vs. 25.86 Lakhs Sq. ft. in FY 2022-23. The average realisation price increased from H 5,080 per sq. ft. in FY 2022-23 to H 6,811 per sq. ft. in FY 2023-24, an increase by 34%.

On execution front, we clocked an Equivalent Area Constructed (EAC) of 20.68 Lakhs sq. ft. (AHL: 20.23 Lakhs sq. ft. and Partnerships: 0.45 Lakhs sq. ft.) vs. 16.73 Lakhs sq. ft. (AHL: 16.69 Lakhs sq. ft. and Partnerships: 0.045 Lakhs sq. ft.) in FY 2022-23.

A summary of the on-going projects as on 31st March 2024 are as follows:

Note: *Ashiana Utsav Lavasa Phase 4 - Construction is complete and OC has been applied for. The Phase is yet to be launched for sales.

During the financial year under review there is no change in the nature of business of your company.

Launches:

FY 2023-24 was a launch heavy year of your company. Launches pertaining to the business of your company, including its subsidiaries and partnerships, for the FY 2023-24 are given hereunder:

Ashiana Amarah Ph-2 and Ph-3, Gurugram (Haryana):

Launched Phase-2 and Phase-3 of Ashiana Amarah, a Kid Centric Project in Gurugram comprising of 2 and 3 BHK flats with total saleable area of 7.54 lakhs sq. ft. All the units were booked at the time of launch of both these phases.

Ashiana Amodh, Talegaon (Pune): Launched Phase-1 of Ashiana Amodh, company's 7th Senior Living Project located at Talegaon (Pune) comprising of 1,2 and 3 BHK flats with saleable area of 2.57 lakhs sq. ft.

Ashiana Prakriti Ph-2, Jamshedpur: Launched Phase-2 of Ashiana Prakriti, a Premium Homes Project in Jamshedpur comprising of 2 and 3 BHK flats and penthouses with saleable area of 1.78 lakhs sq. ft.

Ashiana Shubham Ph-5, Chennai (Tamil Nadu): Launched Phase-5 of Ashiana Shubham, Senior Living Project located in Chennai comprising of 1, 2 and 3 BHK Flats having saleable area of 1.06 lakhs sq. ft.

Ashiana Nitara, Jaipur (Rajasthan): Launched Phase-1 a new Premium Homes Project, namely Ashiana Nitara located in Jaipur comprising Villas having saleable area of 1.27 lakhs sq. ft.

One44, Jaipur (Rajasthan): Launched Phase-1 of One44, another Premium Homes Project located in Jaipur comprising of 2 and 3 BHK flats and 4 BHK and 5 BHK Duplex having saleable area of approximately 2.64 lakhs sq. ft.

Ashiana Vatsalaya, Chennai (Tamil Nadu): Launched another new Senior Living Project located in Chennai comprising of 1,2 and 3 BHK Flats comprising saleable area of 3.00 lakhs sq. ft.

Ashiana Malhar Ph-2, Pune (Maharashtra): Launched Phase-2 of Ashiana Malhar, a Premium Homes Project in Pune comprising of 2 and 3 BHK Flats having saleable area of 2.62 lakhs sq. ft.

Ashiana Tarang Ph-5, Bhiwadi (Rajasthan): Launched Phase-5 of Ashiana Tarang, a Kid Centric Project in Bhiwadi comprising of 2 and 3 BHK Flats having saleable area of 1.16 lakhs sq. ft.

Your company was accorded following awards/recognitions during the financial year 2023-24:

1. Awards/RecognitionsbyTrack2Realtyinit'seditionof2023-24:

A. Ranked amongst Top 10 Real Estate Brands in India by in terms of:

Residential Segment

Best practices in the industry

Public Perception (Consumer Confidence) PAN India

Real Estate Employment

B. Ranked as India's No. 1 Senior Living Brand 7th time in a row.

C. Ranked as No. 3 in North India across asset class.

2. Recognitions accorded by Golden Bricks in Dubai:

One44 Project in Jaipur recognized as "Outstanding Project of the Year, Regional."

"Innovative concept Project of the Year, Regional" accorded to Ashiana Vatsalya in Chennai.

3. Bestowedwithour9thBhamashahawardfor"ShikshaBhushan" in recognition of our commitment to education in Rajasthan.

4. CREDAI - Pune Metro awarded us for maintaining the Best Creche Facility in labour areas for our project Ashiana Malhar in Pune.

CARE has maintained our credit rating as "CARE A; Stable"

CARE has re-affirmed us as CARE(A); Stable for H 97 Crores and Non- Convertible Debentures (NCDs) allotted on 31st May 2021.

CARE has re-affirmed us as CARE(A); Stable for H 32 Crores Non- Convertible Debentures (NCDs), out of which NCDs of H 26.40 Crores allotted on 20th July 2022 and NCDs of H 5.60 Crores allotted on 23rd February 2024.

ICRA has rated us as [ICRA] A (Stable) for H 20 Crores NCDs (Outstanding amount of the said NCDs as on 31st March 2024: H 24.65 Lakhs).

Withdrawal of Credit Rating assigned as [ICRA]A (Stable) for H 100 Crores NCDs allotted on 26th April 2018 on account of full redemption of these NCDs on 26th April 2023:

Handovers during the year:

1. Ashiana Daksh (Phase-2 and 3), Jaipur (Rajasthan)

2. Ashiana Amantaran (Phase-1 and 2), Jaipur (Rajasthan)

3. Ashiana Umang (Phase-5), Jaipur (Rajasthan)

4. Ashiana Tarang (Phase-3), Bhiwadi (Rajasthan)

5. Ashiana Nirmay (Phase-4), Bhiwadi (Rajasthan)

6. Ashiana Aditya (Phase-1 and 2), Jamshedpur (Rajasthan)

7. Ashiana Dwarka (Phase-4), Jodhpur (Rajasthan)

Management Discussion & Analysis

Management Discussion & Analysis which forms part of Directors' Report as per Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in the annual report.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report as per Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this report as Annexure – I in the format on the principles of National Guidelines on Responsible Business Conduct (NGRC) specified by the Ministry of Corporate Affairs in 2019 and forms part of the Annual Report.

Capital and Debt Structure

During the year under review, the company had bought back 18,27,242 equity shares for a consideration of H 55,00,00,000/- (Rupees Fifty-Five Crores) resulting in reduction of paid-up share capital of the company from H 20.47 Crores (10,23,52,099 equity shares at face value of H 2/- each) to H 20.10 Crores (10,05,24,857 equity shares at face value of H 2/- each).

Apart from the above, there has been no change in authorised, issued, and subscribed capital of the company during the period under review. There are no shares with differential rights as to dividend, voting or otherwise. Further, there are no debentures with convertible rights. During the financial year under review, the Company has neither issued nor allotted any equity or preference shares and not redeemed any preference shares. However, during the FY 2023-24, the company had fully redeemed H 100 Crores of Non- Convertible Debentures (NCDs) issued to ICICI Prudential Regular Savings Plan in April, 2018 bearing ISIN INE365D07077. Also, the company redeemed H 2.19 Crores of Non-Convertible Debentures (NCDs) issued to International Finance Corporation (IFC) in September, 2018 having ISIN: INE365D08018.

Further during the FY 2023-24, the company issued and allotted Non- Convertible Debentures (NCDs) to the tune of H 5.60 Crores to International Finance Corporation (IFC) with ISIN: INE365D08067 on 23rd February 2024.

The Details of all outstanding NCDs as on 31st March 2024 are given below:

For all the above issues of NCDs VISTRA ITCL (India) Limited has been appointed as Debenture Trustee. All the above NCDs are listed on BSE Ltd.

#The above Non-Convertible Debentures have been fully redeemed by the company on 26th April 2023.

* The investment is for the identified project of the company "Ashiana Daksh" with returns linked to project specific returns.

** The investment is for the identified project of the company "Ashiana Amarah", Gurugram, with returns linked to project specific returns.

*** The investment is for the identified project of the company "Ashiana Vatsalya", Chennai, with returns linked to project specific returns.

Note: Details of the credit ratings are provided in the Management Discussion & Analysis section forming part of the Director's Report.

Extract of Annual Return

An extract of the Annual Return of your company, pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, is available on the website of the Company at the following link: https://www.ashianahousing.com/real-estate-investors/ financial-reports#3

Number of Meetings of the Board of Directors

The Board of Directors duly met six times during the year i.e. on 30th May 2023, 12th July 2023, 08th August 2023, 10th November 2023, 11th December 2023 and 12th February 2024, in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the minutes book maintained for the purpose.

Directors' Responsibility Statement

As required under Section 134(5) of the Companies Act, 2013, the Directors of your company hereby states that:

1. In the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

2. The Directors had 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 at the end of the financial year and of the Profit and Loss of the company for that period.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the annual accounts on going concern basis.

5. The Directors had laid down Internal Financial Controls to be followed by the company and that such Internal Financial Controls were adequate and were operating effectively.

6. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and such system were adequate and operating effectively.

Disclosures from Independent Directors

Mr. Abhishek Dalmia, Mr. Narayan Anand, Ms. Piyul Mukherjee and Ms. Sonal Mattoo, all independent directors of the company have given requisite declaration in the Board meeting stating that they meet the criteria of independence as provided in Section 149(6) of Companies Act, 2013, and that they have adhered and have complied with the Code of Conduct for Independent Directors as prescribed in Schedule IV of the Act and Code of Conduct of the company. Also, Mr. Suraj Krishna Moraje was appointed as new Independent Director on the Board of the company in the Board Meeting held on 08th August 2023 and his appointment was regularized in the Annual General Meeting of the Company held on 28th September 2023.

Further, all the independent directors of the Company have also given the requisite declaration stating that they have complied Rule 6 (1) & (2) of Companies (Appointment & Qualification of Directors) Rules, 2014 regarding registration of their names in the Databank of Independent Directors maintained with Indian Institute of Corporate Affairs (IICA) as per MCA Notification No. G.S.R. 804 (E) dated 22nd October 2019.

A statement regarding opinion of the Board with regard to integrity, expertise, and experience (including the proficiency) of the Independent Directors appointed / reappointed during the year are given in the Corporate Governance Section of the annual report which forms part of the Director's Report.

Audit Committee and Vigil Mechanism

Details of the audit committee, terms of reference of the audit committee and vigil mechanism of the company is given in the Corporate Governance Section of the annual report which forms part of the Director's Report.

Policy of Nomination and Remuneration Committee

Details of the Nomination & Remuneration Committee, terms of reference of this Committee are given in the Corporate Governance Section of the annual report which forms part of the Director's Report.

Reservation and qualification in Auditor's Report

There are no adverse remarks or any reservation or qualifications either by the Statuary Auditors of the company or by the Secretarial Auditor in their report for the year under review, except that Professional tax for FY 2023-24 was not paid within the prescribed timeline, due to inadvertent mistake, the same has been deposited as per the statute and no amount is outstanding as on the date of this report pertaining to FY 2023-24. A part from the above the Auditors' Report does not contain any qualification, reservation, or adverse remark.

Remuneration of Directors

The disclosure pursuant to Section 197(12) of the Companies Act, 2013 relating to the remuneration of each director is given in Annexure II.

Loans, Guarantee, and Investments

The particulars of Loans, Guarantee and Investments made by company under Section 186 of Companies Act, 2013 is given in Annexure III.

Particulars of Related Party Transaction

The particulars of related party transactions entered into by the company during the year pursuant to Section 188 of Companies Act, 2013, are given in Annexure IV.

General Reserve

An amount of H 50 Crores has been transferred to General Reserve during the period under review.

Dividend

The Board of Directors of your company have recommended the final dividend @ 75 % i.e. H 1.50 per equity share of H 2/- for the FY 2023-24, approval for which is being placed before the members in the upcoming Annual General Meeting.

Material Changes and Commitments

There are no material changes and commitments, which have affected the financial position of the company between the end of financial year and the date of this report. However, the Company issued and allotted 12,500 no. of Non Convertible Debentures (secured, rated, redeemable and listed) @ H 100,000/- (Rupees One Lakh Only) each aggregating H 125 crores on 13th May 2024. These debentures were issued and allotted through private placement to ICICI Prudential Regular Savings Fund, and to ICICI Prudential Credit Risk Fund.

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

Particulars with respect to Conservation of Energy and Technology Absorption as per section 134(3)(m) read with Rule 8(3) of Chapter IX of the Companies Act, 2013 are given in Annexure V.

During the year under review, there has been no foreign exchange earnings but there has been foreign exchange outgo of H 158.13 Lakhs.

Risk Management

Your company has a Risk Management Committee. Details of the Risk Management Committee and Risk Management Policy are given in the Corporate Governance Section of the Annual Report. Major risk perception of management which may threaten existence of the Company are discussed in the Management Discussion and Analysis section of the Annual Report.

Corporate Social Responsibility (CSR) Initiatives

Details of the Corporate Social Responsibility Committee and its policy are given in the Corporate Governance Section and in Management Discussion and Analysis of the annual report which forms part of the Director's Report.

Details of activities undertaken under the CSR initiatives of the company are given in a separate section in the Annual Report followed by Management Discussion and Analysis Report.

Statutory Report on Corporate Social Responsibility initiatives undertaken by the company during the year are given in Annexure VI.

Formal Annual Evaluation of the Board

A statement indicating the performance of the Board and its committee, and its individual directors is given in Annexure VII.

Directors and Key Managerial Personnel (KMP)

The Board of Directors of the company comprises of eight directors out of whom three are Executive Directors and five are Independent Directors. The names of Board of Directors of the Company and cateogory of dictatorship are as follows:

Further, there are two other KMPs in the Company, namely: a) Mr. Vikash Dugar, Chief Financial Officer (CFO). b) Mr. Nitin Sharma, Company Secretary (CS) and Compliance Officer.

During the year under review, Mr. Suraj Krishna Moraje was appointed as Independent Director of the company in the Board Meeting held on 08th August 2023 and his appointment as Independent Director was approved by the members in the Annual General Meeting of the Company held on 28th September 2023 for a term of 3 years. Apart from this, there has been no change in the composition of the Board of Directors of the Company.

Subsidiary Companies

A statement pursuant to Rule 5 & 8 of Chapter IX of the Companies Act, 2013 containing salient features of the financial statements of the subsidiaries/associate companies/joint ventures of the company and their contribution to the overall performance of the company during the period under review is given in Annexure VIII. During the year under review no new company has become or ceased to be subsidiaries, associate, and joint venture.

Fixed Deposits

During the year under review your company had neither invited nor accepted any deposits from the public in terms of the provisions of the Companies Act, 2013 read with Rules.

Orders of Court/Tribunal/Regulator

During the year under review there was no order passed by the regulators or courts or tribunals which was material enough to impact the going concern status and operations of your company.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed. Please also refer to Internal Controls section in the Management Discussion and Analysis which forms part of the Director's Report.

Auditors a) Statutory Auditors

The shareholders of the Company had appointed B. Chhawchharia & Co., Chartered Accountants, as Statutory Auditors of the company for a period of five years from the conclusion of their Annual General Meeting held on 17th September 2022. They had been appointed as Statutory Auditors in place of the M/s. VMSS & Associates, Chartered Accountants, the outgoing Statutory Auditors in the financial year 2023-24. There has been no change in the Statutory Auditors of the company during the period under review.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. However, the Professional tax for FY 2023-24 was not paid within the prescribed timeline, due to inadvertent mistake, the same has been deposited as per the statute and no amount is outstanding as on the date of this report pertaining to FY 2023-24.

Apart from the above the Auditors' Report does not contain any qualification, reservation, or adverse remark.

b) Secretarial Audit Report

The Board has appointed M/s. A.K. Verma & Co., Practising Company Secretary, to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended 31st March 2024 is given in Annexure IX.

The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark. The company has complied with the applicable Secretarial Standard Issued by the ICSI.

c) Cost Auditor

Maintenance of Cost Records and Cost Audit as prescribed under section 148 of the Companies Act, 2013 are applicable on our Company and accordingly such records and accounts are maintained by the Company. Your Company also gets annual audit of cost records under this section.

Based on the recommendation of Audit Committee, Mr. Santosh Pant of M/s. Pant S. & Associates, Cost Accountant having Membership No. 32283, had been appointed by the Board as the Cost Auditors of the company for the FY 2023-24 on 30th May 2023. Further, the Board has appointed him as Cost Auditor for the FY 2024-25 also subject to ratification of remuneration by the shareholders in their upcoming AGM. The Company has received a letter from him to the effect that this appointment would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that he is not disqualified for such appointment in terms of the provisions of the Companies Act, 2013.

d) Internal Auditor

Based on the recommendation of Audit Committee Grant Thornton (Bharat) LLP, Chartered Accountants, had been appointed by the Board as the Internal Auditors of the Company.

Reporting of Fraud by Auditors

The Statutory Auditors, Secretarial Auditor and Cost Auditors have reported no instance of fraud in respect of the Company by its officers or employees under Section 143(12) of the Act.

Compliance with the provisions under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has complied with the provisions of the above Act in letter and spirit. Your Company has an Internal Complaints Committee to look after any complaints of this sort.

Insolvency and Bankruptcy Code, 2016

There are no proceedings initiated or pending against the Company under the Insolvency and Bankruptcy Code, 2016.

The requirement of sub rule xii of rule 8 of the Companies (Accounts) Rules, 2014 pertaining to difference in the valuation in respect of loans taken from banks/ financial institutions does not apply on the Company.

Transfer of dividend and shares to Investor Education and Protection Fund

The Company transferred H 29,90,234/- on 16th May 2023 to the Investor Education and Protection Fund established by the central government in compliance with section 125 of the Companies Act,2013. This amount represented the unclaimed interim dividend in respect of the FY 2015-16, which was lying with the company for a period of seven years from the date of transfer to unpaid-unclaimed dividend account. Prior to transferring the aforesaid sum, the Company had sent reminders to the shareholders, and have been intimated to the shareholders about unpaid unclaimed dividend in every AGM notice. The Company had transferred 1,09,550 number of shares to the Investor Education and Protection Fund established by the Central Government in compliance with section 125 of the Companies Act, 2013. These shares are in respect of which dividend has not been paid or claimed for seven consecutive year. Prior to transferring the aforesaid shares, the Company had sent reminders to the shareholders. The Company Secretary, Mr. Nitin Sharma, is the Nodal Officer for the Transfer of Shares to Investor Education & Protection Fund and the shareholder can check their details on website https://www.ashianahousing.com/real-estate-investors/investors-contact#5or can mail at nitin.sharma@ ashianahousing.com.

Particulars of Employees and Related Disclosures

During the year under review none of the employees of the Company was in receipt of the remuneration of H 1.02 Crore p.a. or H 8.50 Lakhs as the case may be as specified in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with the provisions of section 197(12) of the Companies Act, 2013, or was in receipt of the remuneration in excess of that drawn by Managing Director or Whole Time Director, and is/was holding, alongwith his/her spouse and dependent children not less than two percent of the equity shares of the Company.

The information relating to particulars of employees under Section 197 of Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure II.

Further, the statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.

The report and the accounts are being communicated to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any member interested in obtaining a copy of the same may write to the Company Secretary at nitin.sharma@ashianahousing.com.

Other Committees of the Board

The details of the other committees of the Board had been stated under Corporate Governance Section of the Report.

Failure to implement Corporate Action

During the financial year under review, there was no failure to implement any Corporate Action.

Other Disclosures

(a) wherever applicable, the consolidated financial statement is also being presented in addition to the standalone financial statement of the company.

(b) details about key initiatives with respect to Stakeholder relationship, Customer relationship, Environment, Sustainability, Health, and Safety are given in the Business Responsibility Statement section (Annexure I) to this report.

(c) there was no delay in holding the annual general meeting for the FY 2022-23.

(d) cost records are required to be maintained by the Company pursuant to section 148 of the Companies Act, 2013 and accordingly such records and accounts are maintained.

Acknowledgements

The Board of Directors takes this opportunity to express its grateful thanks and wish to place on record its appreciation to the Government of India, the Govt. of Rajasthan, the Government of Maharashtra, the Govt. of Jharkhand, the Govt. of Gujarat, the Govt. of Haryana, the Govt. of West Bengal and Govt. of Tamil Nadu and their agencies for providing us excellent business opportunities, to our bankers for their continued support and guidance from time to time and to the employees of the company at all levels for the continued co-operation and unstinted support extended to the Company. The Directors also express their sincere thanks to all the shareholders, suppliers/vendors, investors, and customers for their continued support and trust they have reposed in the Management.