Directors’ Report

To,

The shareholders],

Your Directors have pleasure in presenting the 37^th Annual Report together with the audited financial statement of the Company for the year
ended on 31^st March 2023.

Financial Summary and State of Affairs

Standalone

Consolidated

• The company registered a sales volume of 25.86 Lakhs sq. ft Vs. 14.76 Lakhs Sq. ft. in FY 2021-22, an increase by more than 75%. The

average realisation price increased from H 3,883 per sq. ft. to H 5,080 per sq. ft. in FY 2021-22 an increase by 31%.

• On execution front, we clocked an Equivalent Area Constructed (EAC) of 16.73 Lakhs sq. ft. (AHL: 16.69 Lakhs sq. ft. and Partnerships:

0.04 Lakhs sq. ft.) vs. 16.20 Lakhs sq. ft. (AHL: 13.91 Lakhs sq. ft. and Partnerships: 2.29 Lakhs sq. ft.) in FY 2021-22.

A summary of the on-going projects as on 31^st March 2023 are as follows:

During the financial year under review there is no change in the

nature of business of your company.

Launches:

FY 2022-23 was a heavy year for project launches for the company.
Launches pertaining to the business of your company, including
its subsidiaries and partnerships, for the year 2022-23 are given
hereunder:

1. Ashiana Shubham, Chennai (Tamil Nadu): Launched Phase-4B of
Ashiana Shubham, a Senior Living Project in Chennai comprising
of 2 and 3 BHK flats with saleable area of 1.77 lakhs sq. ft.

2. Ashiana Tarang, Bhiwadi (Rajasthan): Launched Phase-4A (Villas)
and Phase-4B of Ashiana Tarang, a Premium Homes Project in
Bhiwadi comprising of Villas and 3 BHK flats with saleable area of

0.64 lakhs sq. ft. and 0.76 lakhs sq. ft, respectively.

3. Ashiana Prakriti, Jamshedpur (Jharkhand): Launched
Phase-1 of Ashiana Prakriti, a new Premium Homes Project in
Jamshedpur comprising of 2 and 3 BHK flats and penthouses
with saleable area of 2.57 lakhs sq. ft.

4. Ashiana Ekansh, Jaipur (Rajasthan): Launched Phase-1 and 2
of a new Premium Homes Project, namely Ashiana Ekansh in
Jaipur comprising of 2, 3 and 4 BHK flats with total saleable
area of 4.76 lakhs sq. ft.

5. Ashiana Malhar, Pune (Maharashtra): Launched Phase-1 of
Ashiana Malhar, another new Premium Homes Project located
in Pune comprising of 2 and 3 BHK Flats having total saleable
area of 2.62 lakhs sq. ft.

6. Ashiana Amarah, Gurugram (Haryana): Launched Phase-1
of Ashiana Amarah, a new Premium Homes Project located in
Gurugram comprising of 2, 3 and 4 BHK Flats having saleable
area of 3.95 lakhs sq. ft.

7. Ashiana Dwarka, Jodhpur (Rajasthan): Launched Phase-5 of
Ashiana Dwarka, a Premium Homes Project located in Jodhpur
comprising of 2 and 3 BHK Flats having saleable area of
approximately 2.00 lakhs sq. ft.

8. Ashiana Advik, Bhiwadi (Rajasthan): Launched Phase-1 of
Ashiana Advik, a new Senior Living Project located in Bhiwadi
comprising of 1,2 and 3 BHK Flats and Villas having saleable
area of 3.55 lakhs sq. ft.

9. Ashiana Anmol, Gurugram (Haryana): Launched Phase-3
of Ashiana Anmol, a Kid Centric Homes Project located in
Gurugram comprising of 2 and 3 BHK Flats having saleable area
of 4.47 lakhs sq. ft.

10. Ashiana Amantran, Jaipur (Rajasthan): Launched shops
having saleable area of 0.09 lakhs sq. ft. of Ashiana Amantran, a
Premium Homes Project located in Jaipur. Rajasthan.

Recognitions:

Your company was accorded following awards/
recognitions during the financial year 2022-23:

1. Ranked as India's No. 1 Senior Living Brand 6 times in a row by
Track 2 Realty.

2. Received Bhamashah Award from the Govt. of Rajasthan.

3. The Govt. has also conferred the title "Shiksha Bhushan" for
Ashiana's contribution to basic education in the state of Rajasthan.

4. Bestowed with Best Pavilion Award at the CREDAI Real Estate
Expo held in Jaipur (Rajasthan).

1. CARE has maintained our credit rating as "CARE A(Is) [Single A
(Issuer Rating), Outlook: Stable]”

2. CARE has re-affirmed us as CARE(A); Stable for H 97 Crores
and H 35 Crores Non- Convertible Debentures (NCDs) allotted
on 31^st May 2021 and 20^th July 2022, respectively.

3. ICRA has rated us as ICRA A for H 20 Crores and H 100 Crores
Non-Convertible Debentures.

4. Handover started of Phase 3 of Ashiana Shubham, Chennai.

5. Handover started of Phase 1 of Ashiana Sehar, Jamshedpur.

6. Handover started of Phase 1 of Ashiana Daksh, Jaipur.

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 Ministry of
Corporate Affairs in 2019 and forms part of the Annual Report.

Capital and Debt Structure

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 or bought back any shares. However, during the
FY 2022-23, the company repaid H 9.70 Crores of Non- Convertible
Debentures (NCDs) issued to ICICI Prudential Regular Savings Plan
in 2018 bearing ISIN INE365D07077. Further during the Financial
Year 2022-23, the company issued and allotted of Non- Convertible
Debentures (NCDs) to the tune of H 26.40 Crores to International
Finance Corporation (IFC) on 20^th July 2022.

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.

#The above Non-Convertible Debentures have been redeemed by the company on 26^th 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 five times during the year i.e. on
27^th May 2022, 29^th July 2022, 09^th August 2022, 14^th November
2022, 14^th February 2023, 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 first 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.

Further, all the independent directors of the company have also given
the requisite declaration stating that they have complied with Rule 6
(1) & (2) of the 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 22^nd
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.

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.

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

No amount has been transferred to General Reserve in respect of
Financial Year under review.

Dividend

The Board of Directors of your company has recommended the
final dividend @ 25 % i.e. Re. 0.50 per equity share of H 2/- for the
Financial Year 2022-23, 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.

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 314.27
Lakhs.

Risk Management

Your company has a Risk Management Committee. Details of the
Risk Management Committee and Risk Management Policy are given

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. Hemant Kaul completed his two
terms as an Independent Director and his office as Independent
Director ceased w.e.f. from 27^th August 2022. Apart from this, there
has been no change in the composition of the Board of Directors of
the Company.

Further, Mr. Narayan Anand, and Ms. Piyul Mukherjee have been

re-appointed as Independent Directors for another term of 5 years,
and Mr. Vishal Gupta, Mr. Ankur Gupta and Mr. Varun Gupta have
been re-appointed as Managing Director, Jt. Managing Director, and
Whole Time Director of the company, respectively for another term
of 3 years by the shareholders in the Annual General Meeting held on
17^th September 2022.

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 17^th September 2022. They
have been appointed as Statutory Auditors in place of the M/s.
VMSS & Associates, Chartered Accountants, the outgoing
Statutory Auditors.

The Notes on financial statement referred to in the Auditors'
Report are self-explanatory and do not call for any further
comments. 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 2022-23. The Secretarial Audit Report for the
financial year ended 31^st March 2023 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 2022-23 on 27^th
May 2022. Further, the Board has appointed him as Cost Auditor
for the FY 2023-24 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 Internal Auditors of the Company.

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 24,78,366/- on 01^st November 2022 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 dividend in respect
of the FY 2014-15, 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 1,31,511 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 years. 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 Fund
and the shareholder can check their details on website https://www.
ashianahousing.com/real-estate-investors/investors-contact#5 or
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 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 remuneration in excess of that drawn
by the 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.

Further, 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

Details of the other committees of the Board are provided under the
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.

(a) wherever applicable, that 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
financial year 2021-22.

(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.

For and on behalf of the Board

Vishal Gupta Ankur Gupta

(Managing Director) (Jt. Managing Director)