DIRECTOR'S REPORT

To

The Members,

Ladam Affordable Housing Limited,

Thane

Your directors have pleasure in submitting their 44^th Annual Report of the Company together
with the Audited Statements of Accounts for the year ended 31^st March, 2023.

FINANCIAL RESULTS

The Company's financial performances for the year under review along with previous year's
figures are given hereunder:

BUSINESS RESULTS

During the year under review, your Company has registered revenue as per Standalone &
Consolidated financials of Rs. 5,97,86/- and Rs. 1,28,68,681/- as against Rs. 307,480/- and Rs.
55,769,750/-respectively in the previous year. The Profit/(Loss) after taxes as per Standalone
& Consolidated financials in the current year is Rs. (23,24,536) and Rs. (19,11,665)
respectively and Profit/(Loss) after taxes as per Standalone & Consolidated financials are
(2,174,099) and Rs. 5,589,693/-respectively in the previous year.

FINANCE

Cash and cash equivalents as per standalone and consolidated financials as on March 31, 2023
was Rs. 1,97,766/- and Rs. 70,58,006/- respectively. The Company continues to focus on
judicious management of its working capital. Receivables, inventories and other working
capital parameters were kept under strict check through continuous monitoring.

DIVIDEND

The Board does not recommend any Dividend for the current financial year due to incurring
losses during the year under review.

TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND

Since there was no amount of unpaid/unclaimed Dividend, the Company is not required to
transfer any amount to the Investor Education & Protection Fund as per provisions of Section
125 of the Companies Act, 2013.

DEPOSITS

The Company has not accepted any deposits which would be covered under Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Pursuant to change of its name and Main objects in the year 2015-16, the Company intends to
monetize its real estate portfolio by getting into construction of mass housing project
considering affordable housing project scheme.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO
WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT

There are no material changes and commitment affecting the financial position of the
Company occurred from 31st March, 2023 till date of this report which are required to be
reported.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board
hereby submits its responsibility Statement: —

(a) in the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;

(b) 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 at the end of the financial year and of the profit and
loss of the company for that period;

(c) the directors have 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;

(d) the directors have prepared the annual accounts on a going concern basis; and

(e) the directors have laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively.

(f) the directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

DIRECTORS

1. Mr. Sumesh Aggarwal- Executive Director

2. Mr. Ashwin Kumar Sharma- Non- Executive Director

3. Mr. Jayaprasad Pillai- Independent, Non-Executive Director
Mrs. Geethu Padavale - Independent, Non-Executive Director

In pursuant to the provisions of the Companies Act, 2013 and the Articles of Associations of
the Company, Mr. Sumesh Aggarwal retires by rotation and being eligible, offer himself for re¬
appointment.

KEY MANAGERIAL PERSONNEL:

The following persons have been designated as key managerial personnel of the Company
pursuant to section 2(51) of the Companies Act, 2013 read with rules framed thereunder:

1. Mr. Sumesh Aggarwal - Chief Executive Officer (CEO)

2. Ms. Mohini Budhwani- Company Secretary

3. Mr. Rajesh Mukane- Chief Financial Officer (CFO)

MEETINGS

A calendar of Board Meetings, Annual General Meeting and Committee Meetings is prepared
and circulated in advance to the Directors of your Company.

The Board of Directors of your Company met 5 times during 2022-23 i.e., on 06^th May, 2022,
25^th May,2022, 12^rd August, 2022, 12^th November, 2022 and 13^th February, 2023. The
maximum time gap between any two consecutive meetings did not exceed one hundred and
twenty days.

The Company has complied with the applicable Secretarial Standards in respect of all the
above-Board meetings.

All the directors were present in the above-mentioned Board meetings.

STATEMENT OF DISCLOSURE OF REMUNERATION UNDER SECTION 197(12) OF THE
COMPANIES ACT, 2013 AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

(i) The ratio of remuneration of each Director to the Median remuneration of the
employees of the Company for the F.Y. 2022-23

(ii) The Percentage increase in remuneration of each Director, CFO, CEO, CS, if
any, in the financial year.

Note: Mr. Sumesh Aggarwal, CEO & Executive Director of the Company did not draw any
remuneration during the F.Y. 2022-23 from the Company.

(iii) The Percentage increase in the median remuneration of the Employees in
the Financial Year.

The Percentage increase in the median remuneration of the employees in the
financial year 2022-23 is 0 %

(iv) The Number of Permanent employees on the rolls of the Company

Permanent employees on the rolls of the Company as on March 31, 2023 were 5.

(v) Average percentile increase already made in the salaries of the employees
other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration
and justification thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration

Average percentile increase for the employees for the F.Y. 2022-23 is 0%. The
increment given to each individual employee was based on the employees
potential, experience, performance and contribution to the Company's
performance targets over a period of time and also benchmarked against Industry
Standard.

REMUNERATION / COMMISSION DRAWN FROM HOLDING / SUBSIDIARY COMPANY:

The details of remuneration / commission received by the directors of the Company from the
holding Company / subsidiary Company are as follows:-

BOARD & COMMITTEE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and under Regulation 25 of the SEBI
(Listing obligations and disclosure requirements) Regulations, 2015, the Board has carried
out an evaluation of its own performance, the directors individually as well as the evaluation
of the working of its Audit, Nomination & Remuneration Committees.

POLICY ON DIRECTOR'S APPOINTMENT AND THEIR REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The policy is available on the Company's website at
www.ladamaffordablehousing.com

CORPORATE SOCIAL RESPONSIBILITY

As per Section 135(1) of Companies Act 2013, every company having net worth of Rs. Five
hundred crore or more, or turnover of Rs. One thousand crore or more or a net profit of Rs.
Five crore or more during the immediately preceding financial year shall constitute a
Corporate Social Responsibility Committee. However the Company does not come under the
purview of said criteria for complying CSR provisions during the period under review.

SEPARATE INDEPENDENT DIRECTORS MEETINGS

The Independent Directors meet at least once in a year, without the presence of Executive
Directors or Management representatives.

The Independent Directors met on 12^th November 2022 during the Financial Year.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keeps its directors informed of the activities of the Company, its
management and operations and provides an overall industry perspective as well as issues
being faced by the industry. The details of the same are available on the website of the
Company.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirming that
they meet the criteria of independence as prescribed under Section 149(6) of the Companies
Act, 2013 read with Schedules and Rules issued there under and under Regulation 25 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

STATUTORY AUDITORS

M/s D.P Sarda & Company, Chartered Accountants, (Firm's Registration No. 117227W) was
appointed as an Auditor of the Company for a term of five (5) consecutive years at the AGM
held on 30th September, 2019. The Auditors have confirmed that they are not disqualified
from continuing as Auditors of the Company.

STATUTORY AUDITORS' REPORT (Qualification if any)

The observations of the Statutory Auditors, when read together with the relevant notes to the
accounts and accounting policies are self-explanatory and do not calls for any further
comment.

REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12):

There were no incidences of reporting of frauds by Statutory Auditors of the Company under
Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.

SECRETARIAL AUDITOR

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has
appointed M/s. Ashita Kaul & Associates, a firm of Company Secretaries in Practice to
undertake the Secretarial Audit of the Company for the Financial Year 2022-23

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report contains three qualifications given by the M/s. Ashita Kaul &
Associates, i.e.:

1. One Promoter Shareholder and Some Shareholders of the Company have not
dematerialized their entire Shareholding in Compliance with the Provisions of the
Depositories Act, 1996 and the Byelaws framed thereunder and continue to hold shares in
Physical Form.

Management Response: 8 Lakhs shares of the Promoters are pledged to secure a loan
taken by an associate company and physical share certificate may have been handed over,
hence the Promoters Shares are not dematerialized, and The Management has sent letters
to all its public shareholders requesting them to demat their shares and hence many
shareholders have approached their DP for dematerializing their shares.

The Management will continuously try to reach out to the shareholders requesting them to
Demat the Shares and work towards having all the Shares of the Company gets
Dematerialized.

2. Company missed to disclose the details of resignation of Mrs. Yamini Sejpal, Independent
Director in the format prescribed as per Regulation 30(6) read with schedule III of SEBI
(LODR) Regulations.

Management Response: In the hurry of meeting the timelines of disclosure, inadvertently
and without any malafide intention, the Company missed to disclose the details of
resignation of Mrs. Yamini Sejpal, Independent Director in the format prescribed as per
Regulation 30(6) read with schedule III of SEBI (LODR) Regulations.

3. Delay in submission of Board Meeting outcome of Financial Results for the Quarter ended
December 2022.

Management Response: Due to technical issues of system and Power failure we were
unable to upload the outcome within the time limited as prescribed under Regulation
30(6) and SEBI III of SEBI (LODR)REGULATIONS,2015. Further, we state that due to
circumstances which was not in scope of human control we had tried our best to upload
the same without any malafide intention.

As required under Section 134 (3)(a) of the Act, the Annual Return for the year 2022-23 is put
up on the Company's website and can be accessed at:

http://www.ladamaffordablehousing.com/Draft Form MGT 7 LAHL 2022-23.pdf
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The details of financial performance of Subsidiary/ Joint Venture/Associate Company is
furnished in Annexure B and attached to this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013

The particulars of Loans, guarantees or investments made under Section 186 are furnished in
Annexure C and are attached to this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of Contracts or Arrangements made with related parties made pursuant to
Section 186 are furnished in Annexure D and are attached to this report.

CORPORATE GOVERNANCE AND COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Corporate Governance requirements under Companies
Act 2013 and as stipulated under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. A Separate Section on Corporate Governance under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 along with the Certificate from
Practicing Company Secretary confirming the Compliance, is annexed and forms part of the
Annual Report.

The Company has complied with the Secretarial Standards issued by Institute of Company
Secretaries of India on Meeting of the Board of Directors and General Meetings.

INTERNAL AUDIT SYSTEM

The Company's internal Auditors had conducted periodic audit to provide reasonable
assurance that the Company's established policies and procedure have been followed.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has a proper and adequate internal control system for all its activities including
safeguarding and protecting its assets against any loss from its unauthorized use or
disposition. All transactions are properly documented, authorized, recorded and reported
correctly. The Company has well defined Management Reports on key performance
indicators. The systems are reviewed continuously and its improvement and effectiveness is
enhanced based on the reports from various fields. Normal foreseeable risks to the company's
assets are adequately covered by comprehensive insurance.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

Your Company is not engaged in any manufacturing activities and therefore, no particulars
are required to be disclosed under the Rule 8(3) of the Companies (Accounts) Rules, 2014, in
respect of conservation of energy and technology absorption.

Further, there were no foreign exchange earnings and outgo during the year under review.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.

SHARESa. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company. The
Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase
or sale of Company shares by the Directors and the designated employees while in possession
of unpublished price sensitive information in relation to the Company and during the period
when the Trading Window is closed. The Board is responsible for implementation of the Code.
All the Directors and the designated employees have confirmed compliance with the Code.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with various Regulations of the SEBI (Listing obligations and disclosure
requirements) Regulations, 2015 entered in with the Stock Exchange, a separate section on
Management Discussion and Analysis that includes details on the state of affairs of the
Company as required to be disclosed in the Directors Report forms part of this Annual Report.

COMMITTEES OF THE BOARD

The Board has constituted various committees which are constituted in compliance with the
applicable provisions of Act and Listing Regulations. Detailed Composition of all the
Committees held during the year under review is provided in Corporate Governance Report
of the Company.

a. AUDIT COMMITTEE

The Company has duly constituted Audit Committee comprising of Mr. Jayaprasad Pillai,
Independent Director (Chairperson), Mr. Sumesh Aggarwal, Executive Director and, Mrs.
Geethu Padavale (Appointed w.e.f. March 30, 2022). The terms of reference, Scope and
powers of Audit Committee are in line with the applicable provisions of the Act & Listing
Regulations. Company Secretary acted as secretary to the committee.

b. NOMINATION AND REMUNERATION COMMITTEE

The Company has duly constituted Nomination & Remuneration Committee comprising of Mr.
Jayaprasad Pillai, Independent Director (Chairperson), Mr. Ashwin Kumar Sharma, Executive
Director, and Mrs. Geethu Padavale (Appointed w.e.f. March 30, 2022). The Remuneration
Policy is available on the Company's website at www.ladamaffordablehousing.com

c. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has duly constituted Stakeholders Relationship Committee comprising of Mr.
Jayaprasad Pillai, Independent Director (Chairperson), Mr. Ashwin Kumar Sharma, Non¬
Executive Director and Mr. Sumesh Aggarwal, Executive Director. The terms of reference,
Scope and powers of SRC are in line with the applicable provisions of the Act and Listing
Regulations.

WHISTLE BLOWER POLICY

As required under Regulation 22 of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company has an effective
Whistle Blower Policy to deal with the instances of fraud and mismanagement. The policy is
available on the Company's website at www.ladamaffordablehousing.com. The policy
provides for adequate safeguard against the victimization of the employees.

RISK MANAGEMENT POLICY

Your Company has framed a Risk Management Policy to monitor the risk and manage
uncertainty and changes in internal and external environment to limit negative impacts and
capitalize on opportunities.

PARTICULARS OF EMPLOYEES

The applicable information required pursuant to section 197 of the Companies Act, 2013 read
with rule (5) of the Companies (Appointment and Remuneration of Managerial Personnel),
Rules, 2014 in respect of employees are as under:

Details of top ten employees in terms of the remuneration and employees in receipt of
remuneration as prescribed under rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details
prescribed under rule 5(3) of the said rules, which form part of the Director's Report, will be
made available to any member on request, as per provisions of Section 136(1) of the Act.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of
The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal)
Act, 2013. Internal Complaints Committee has been set up to redress the complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this policy. There were no cases reported during the financial year ended
March 31, 2023.

SAFETY

The Management is committed to ensure safety of its employees, plant and community at all
its operations. The safety Management system has been established, communication,

involvement, motivation, skill development, training and health have been identified as the
key drivers for safe working environment. These initiatives have resulted in reducing the
injuries and lost time significantly.

ENVIRONMENT PROTECTION AND POLLUTION CONTROL

The Company has always been socially conscious corporate and has always carried forward
all its operations and procedures following environment friendly norms with all necessary
clearances.

ACKNOWLEDGEMENTS

Your directors place on records their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your directors also acknowledge
gratefully the shareholders for their support and confidence reposed on your Company.

Disclosure of reason for difference between valuation done at the time of taking Loan
From bank and at the time of one-time settlement

There was no instance of onetime settlement with any Bank or Financial Institution.

Disclosure of proceedings pending or application made under Insolvency and
Bankruptcy Code, 2016

No application was filed for corporate insolvency resolution process, by a financial or
operational creditor or by the company itself under the IBC before the NCLT.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/- Sd/-

Mr. Sumesh Aggarwal Mr. Jayaprasad Pillai

Director Director

Din:00325063 Din: 01560300

Registered Office:

Ladam House, C-33,

Opp. ITI, Wagle Industrial Estate,

Thane(W) 400604

Date: August 14^th, 2023
Place: Thane