ansal housing ltd Directors report

Dear Shareholders,

The Directors of your Company have immense pleasure in presenting the 39th Board Report on the Companys business and operations, together with the Audited Statement of Accounts for the financial year ended 31st March, 2023. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL RESULTS AND APPROPRIATIONS

In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations), the Company has prepared its standalone and consolidated statements as per IND-AS for the financial year 2022-23. Your companys performance on standalone basis during the year as compared with that of during the previous year is summarised as under: (Figures in Rs Lakhs)

Particulars	2022-23	2021-22
1 Total Revenue	22390.76	21252.75
Less:
Total expenses excluding depreciation and finance cost	18155.63	17712.01
Depreciation	157.07	150.35
Finance Cost	6484.64	7067.18
	24797.34	24929.54
2 Profit/(Loss) before exceptional items	(2406.58)	(3676.79)
Exceptional Items- Income /( Expenses)	(5666.13)	-
3 Net Profit/(Loss) After Exceptional Items and before Tax	(8072.71)	(3676.79)
Less:
-Provision for Tax	(2353.61)	(1281.51)
4 Net Profit/(Loss) After Tax but before prior period items	(5719.10)	(2395.28)
Less:
-Tax Provisions for earlier years	-	-
5 Net Profit/(Loss) after Tax and prior period items	(5719.10)	(2395.28)
Add :
Other Comprehensive Income	10.62	17.20
6 Net Profit/(Loss) after Comprehensive Income	(5708.48)	(2378.08)
Add:
Surplus profit brought forward from previous year	(6237.59)	(3859.50)
7 Balance available for appropriation	(11,946.07)	(6237.58)
Less: Appropriations
-Proposed Dividend Nil (Previous Year Nil)
-Dividend Tax thereon
-Transfer to General Reserve/CRR	-	-
-Dividend/Dividend Tax for earlier years	-	-
8 Surplus profit carried over to Balance Sheet	(11,946.07)	(6237.58)
9 EPS (Basic & Diluted)	(9.59)	(4.03)

FINANCIAL AND OPERATIONAL REVIEW

During the financial year 2022-23, the net revenue from operations for the standalone entity increased to Rs 223.91 Crores from Rs 212.53 Crores in the previous year showing a marginal increase of around 5% and the earnings before interest, tax, depreciation and amortization (EBITDA) increased to Rs 42.35 crores from Rs 35.41 Crores in the previous financial year. However, the loss after tax has gone up to Rs 57.19 Crores for the year under review as against a loss after tax of Rs 23.95 Crores for the previous

financial year due to an exceptional expense of Rs. 56.66 Crores on account of settlement of outstanding loan with Asset Care and Reconstruction Enterprise Limited. The increase in the revenue during the financial year 2022-23 was due to normalisation of business activities post CoVID-19. In line with the above, the consolidated total revenue stood at Rs 260.29 Crores during the Financial Year 2022-23 against revenue of Rs 249.35 Crores in the previous year showing an upturn of more than 4%. Net Consolidated loss from ordinary activities after tax for the

Financial Year 2022-23 went up to Rs 61.36 Crores against the Net Loss of Rs 23.34 Crores in the Previous Year due to an exceptional expense of Rs. 56.66 Crores on account of settlement of outstanding loan with Asset Care and Reconstruction Enterprise Limited. The Company is currently developing/ building various projects at Gurugram, Meerut, Agra, Alwar, Ajmer, Indore, Karnal, Yamunanagar, Jhansi, Jammu, Muza_arnagar, Rewari, Shahpur and Ghaziabad. Though construction at various project sites has been slow during the financial years 2020-

21 and 2021-22 due to financial constraints and on account of restrictions placed on free movement of persons and goods pursuant to outbreak of deadly disease Corona Virus (CoVID-19) but during the financial year under review your Company has been able to gear up its construction activities at almost all its project sites and has been able to shorten the delays which took place during pandemic. While business cycles were affected in the financial years by the pandemic due to buyers holding back purchases in anticipation of regulatory changes, there has been substantial improvement in the bookings, sales and collections during the year under review and the same trend has been continuing in the current financial year too.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the period under review.

TRANSFER TO RESERVES

Considering the losses incurred during the financial year 2022-23, the Company does not propose to transfer any amount to the General Reserve.

DIVIDEND

In view of the business requirements of the Company, the Board of Directors of the Company has not recommended any dividend for financial year 2022-23.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 125 of the Companies Act, 2013, the relevant amount against the final dividend for the financial year 2015-16, remaining unpaid or unclaimed for a period of seven years, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) administered by the Central Government by 02nd November, 2023. Members who have not yet encashed their dividend warrant(s) pertaining to the final dividend for the financial year 2015-16 are requested to lodge their claims with the Company on or before 15th October, 2023 otherwise the Company would have no other option but to transfer this amount to the IEPF by 02nd November, 2023 which is the last date for transfer of the said amount.

No claim shall lie thereafter against the Company for the amounts so transferred. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed dividends lying with the Company as on 31st March, 2023 on the website of the Company (www.ansals.com).

FIXED DEPOSITS

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

The Company in the month of July 2016 had approached the Honble National Company Law Tribunal (NCLT), New Delhi seeking its approval to repay public deposits in instalments. Vide its Order dated 3rd October, 2016, the NCLT had accepted and approved in principle, the repayment proposal of the company for extension of time in respect of repayment of matured deposits in a phased manner over a period of 24 months from their respective maturity dates subject to periodical review of the scheme. Thereafter, regular review of the fixed deposit scheme had been done by Honble NCLT and the Company had been refunding the public deposits in accordance with the orders of the Honble NCLT made from time to time. However, vide its Order dated 21st September, 2022, the Honble NCLT declined to extend the scheme of repayment of fixed deposits as requested by the Company and directed it to release payment to the depositors in accordance with its previous Orders dated 15th November, 2018 and 11th July, 2019. Consequent to the above order of the

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

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

1. Deposits accepted during the year 2022-23	Nil
2. Deposits remained unpaid or unclaimed as at 31.03.2023	Unpaid - Rs 18.17 Crores Unclaimed - Rs 2.01 Crores
3. Whether there has been any default in repayment of deposits or payment of interest thereon during the year 2022- 23 and if so, number of such cases and the total amount involved-
(i) at the beginning of the year;	Nil
(ii) maximum during the year;	Rs 18.17 Crores
(iii) at the end of the year;	Rs 18.17 Crores
4. The details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013	NA

PREFERENTIAL ALLOTMENT OF EQUITY SHARES TO THE PERSONS BELONGING TO PROMOTER GROUP

Subsequent to approval accorded by the shareholders through Postal Ballot on 23rd March, 2023 the Company issued and allotted 1,02,50,000 Equity Shares of the Company to its Promoter Group on a preferential basis, at a price of Rs 10 per Equity Share, towards conversion of their outstanding unsecured loans into equity to the extent of Rs 10,25,00,000/- (Rupees Ten Crore Twenty Five Lakh only). The shares were allotted to the following allottees belonging to Promoter Group, in the manner as follows:

Sr. No. Name of Allottees	Category	No. of Equity Shares allotted
1. Ansal Clubs Private Limited	Promoter Group	25,00,000
2. Ansal Land & Housing Private Limited	Promoter Group	13,50,000
3. Ansal Development Private Limited	Promoter Group	32,00,000
4. Ansal Rep Construction (International) Private Limited	Promoter Group	32,00,000
TOTAL		1,02,50,000

SHARE CAPITAL

During the Financial Year 2022-23, the Company had allotted an aggregate 1,02,50,000 equity shares of face value of Rs 10/- each to the Promoter Group of the Company against conversion of their outstanding unsecured loans into equity to the extent of Rs 10,25,00,000/- as a result of which the paid up equity share capital of the Company got increased from Rs 5938.58 lakhs to Rs 6963.58 lakhs divided into 6,96,35,828 equity shares of Rs 10/- each.

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MODE

In furtherance of the Green Initiative in Corporate Governance announced by the Ministry of Corporate Affairs, the Company had in past requested the shareholders to register their email addresses with the Registrar & Share Transfer Agent/Company for receiving the reports, accounts and notices etc. in electronic mode. However, some of the shareholders have not yet registered their e-mail IDs with the Company. Shareholders who have not yet registered their email addresses are once again requested to register the same with the Company by sending their requests to sect@ansals.com. Further, in view of CoVID-19 pandemic, Ministry of Corporate Affairs vide General Circulars No. 20/2020 dated 05th May, 2020, 02/2021 dated 13th January, 2021, 02/2022 dated 5th May, 2022 and 02/2022 dated 28th December 2022 and SEBI vide Circulars No. SEBI/HO/CFD/ CMD1/CIR/P/2020/79 dated 12th May, 2020, SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15th January, 2021, SEBI/HO/CFD/CMD2/ CIR/P/2022/62 dated 13th May 2022 and SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated 05th January, 2023 have granted exemption to all the Companies from dispatching physical copies of Notices and Annual Reports to Shareholders. To cope up with such exigencies in future also, it is always advisable to all the shareholders to keep their email IDs registered/ updated with the Company in order to receive on time any urgent information.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

As on 31st March, 2023, your Company had 17 Subsidiaries and 1 Associate Company, the details whereof are set out at appropriate place in the Annual Report. Out of the 17 subsidiaries, your Company has two material unlisted subsidiaries namely Geo Connect Limited and Oriane Developers Private Limited based on the financial statements as on 31st March 2023. Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Companys subsidiaries in Form AOC-1 is attached to the financial statements of the Company. In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing inter alia the audited standalone and consolidated financial statements, has been placed on the website of the Company at www.ansals.com. Further, audited financial statements together with related information and other reports of each of the subsidiary companies have also been placed on the website of the Company at www.ansals.com.

Further, highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company can be referred to in Form AOC-1 as well as Consolidated Financial Statements, which form part of this Annual Report.

MA N AG E M E N T D I S C U S S I O N A N D ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with other regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented hereunder which forms part of the Annual Report. The global economy is yet again at a highly uncertain moment, with the cumulative effects of the past three years of adverse shocks, most notably, the COVID-19 pandemic and Russias invasion of Ukraine, manifesting in unforeseen ways. Spurred by pent-up demand, lingering supply disruptions, and commodity price spikes, inflation reached multi decade highs last year in many economies, leading central banks to tighten aggressively to bring it back toward their targets and keep inflation expectations anchored.

Despite facing formidable challenges, India stands tall and steadfast, emerging as a beacon of resilience in the global economy. She has emerged relatively unscathed, although the World Economic Outlook Report for current year lowered Indias growth projection to 5.9 per cent whereas the last World Economic Outlook report had placed it at 6.1 per cent. The IMFs bi-annual report observed that Indias headline retail inflation is expected to ease up, from 6.7 per cent in the previous year to 4.9 per cent in 2023-24. This is a clear indication of Indias economic prowess and its unwavering determination to overcome even the toughest of obstacles.

IMF Managing Director Kristalina Georgieva has praised Indias efforts in leveraging digitalization to overcome the challenges posed by the Covid-19 pandemic, which has not only helped the country weather the storm but also created new opportunities for growth and employment. In an interview with the Indian news agency PTI, Georgieva declared India as a "bright spot" in the world economy, with the country expected to contribute a significant 15 per cent of the global growth in 2023.

Despite a drop in growth rate projections, India continues to be the worlds fastest-growing economy in the world. In early April this year, International Monetary Fund division Chief Daniel Leigh called the Indian economy a robust economy. Indian economy is likely to perform well, maintaining its standing as one of the fastest growing economies in the world, said Anne-Marie Gulde-Wolf, Deputy Director for Asia and Pacific Department, IMF.

Indias real GDP growth rate will likely exceed that of both the US and China. Real GDP is an index which reflects the total value of goods and services annually produced in a country. Strong real GDP growth distinguishes a growing economy. In such a scenario, employment is likely to increase since businesses hire more workers and people have more money in their pockets. Therefore, an increase in real GDP indicates that the economy is doing well. Additionally, Indias share of global gross domestic product growth is expected to surpass that of European giants France and the United Kingdom through 2028, making India a key player in driving global economic growth. With 20 nations driving 75 per cent of global growth, India remains among the top contributors, along with China, the US and Indonesia, further cementing its position as a leading economic power.

Industry Structure and Developments

The real estate sector is one of the most globally recognized sectors. It is a beneficiary as well as a contributor to Indias economic growth. The India real estate market size reached USD 256.8 Billion in 2022. According to a study by the International Market Analysis Research and Consulting Group (IMARC Group), it is expected to reach USD 780.6 Billion by 2028 with an expected CAGR of 9.2% during 2023-2028. The Real estate sector in India contributes about 6-7% to Indias GDP. It is also the second highest employment generator in the country. In addition to the growth of traditional segments like residential, commercial and retail, this will also be partly driven by newer segments such as warehousing, logistics, industrial parks, data centers, student housing, co-living and senior assisted living facilities, as well. The Indian residential real estate witnessed a V-shaped recovery from two years of pandemic induced lockdowns and consequent economic slowdown across Tier I, II and III cities. Demand remained strong throughout the year despite increasing property prices, interest rates and an expectation of a global slowdown. Most prominent developers across the country have performed well, recording their best sales this year. Consolidation in the sector remained buoyant, with demand getting polarized towards credible developers with established track record and a reputed brand. This trend is expected to continue with larger share coming to bigger developers increasingly. Multiple Tier II developers managed to ease their financial distress and resume operations. A prominent trend in Financial Year 2022-23 was demand gyrating towards premium residential projects, reflected in growth of luxury home sales in FY 2022-23. Another area which saw significant improvement is use of technology to enhance efficiency with renewed focus on design and incorporation of sustainable and green building concepts. With tools like Building Information Modeling (BIM), AI, drone tech etc., Real estate developers are bringing in higher efficiency into the development process, while improving their adherence to environmental norms. Indias robust macroeconomic fundamentals, including a large domestic market and a young, expanding workforce, contribute to its economic strength. The governments sustained focus on policies promoting manufacturing and innovation further enhances its growth potential. Domestic consumption remains a key driver and as the middle class expands and urbanization continues, the demand for homes is poised to rise.

OPPORTUNITIES AND THREATS

Opportunities

Despite global economic headwinds including layo_s by several large and small corporates, the bull run in the Indian housing market continued in the first quarter of the year. The market remained buoyant and interestingly there were several new trends noticed. For instance, quarterly housing sales reached all time high with approx. 1,13,770 units sold in Q1 of CY2023 across the top 7 cities amid significant rise in demand for high-ticket priced homes (>INR 1.5 Cr). This is a 14% yearly rise against approx. 99,550 units sold back in Q1 of CY2022. The real estate market in Delhi-NCR has witnessed several trends in recent years. With the growth of startups and the gig economy, there has been an increase in demand for flexible office spaces. Several factors contribute to the growth of the real estate market in Delhi-NCR. One of the significant drivers is the rapid urbanization of the region. As more people move to Delhi-NCR for work, the demand for housing and commercial properties increases. The experts in real estate sector have identified the following opportunities for the sector :

Housing Demand

The pandemic has encouraged a lot of fence-sitters to convert into first-time home buyers and existing ones to upgrade to larger homes by re-establishing the security that homeownership offers, resulting in rising housing demand across segments. An expected economic recovery along with the belief of housing prices bottoming out amongst consumers and rising income levels are some of the factors which will drive the housing demand going ahead. Hybrid working models will also continue to drive demand for larger homes. Employers are expected to continue to offer flexibility to their employees in order to attract and retain talent.

Over-population

India is touted to be the most populous country by the year 2050. More than 50 per cent of people are urban centres and Tier 1 cities. To accommodate the population, India would require more new cities and urban centres on a mass scale in order to provide the required resources to the inhabitants.

Sector Consolidation

The highly fragmented Indian real estate sector has been in a prolonged consolidation phase from the past few years and the pandemic has been one important factor pushing weaker players out of business. The disruptions in the real estate sector have ensured that no new player has an easy entry into the sector. As the sector moves towards fewer big players in each region, the consolidation presents a lucrative opportunity for the existing real estate developers to cater to the rising housing demand.

A_ordable Housing

A_ordable housing continues to remain a significant opportunity for developers and key focus area of the government. While the tax benefit for first-time homebuyers and tax holiday for developers in affordable housing segment was rolled back in Budget 2022, we believe it will not deter homebuyers decision of purchasing homes and demand will continue to be strong in affordable housing segment. Interestingly, the share of launches in the affordable segment across the top 7 cities of India, has dropped from 26% in CY2021 to 20% in CY2022, according to ANAROCK Research. The affordable housing segment could see a meaningful uptick in demand with an expected economic recovery and rising income levels.

Digital Real Estate Sales

Over the past few years, digital marketing has emerged as an important tool for real estate developers to boost their sales and reach out to customers globally. While the earlier marketing activities were limited to building consumer experience and establishing connection through digital means, the pandemic has forced the developers to change their conventional sales models. Developers who have been able to migrate their sales process from on-boarding of customers to closing the deal online, have recorded healthy sales even during the lockdown. Digital collaboration tools can be leveraged by the developers to interact with potential customers, showcase project brochures, facilitate virtual site tours, and focus on NRIs to propel the sales. Going ahead, it will be imperative for the developers to adapt to a tech-savvy future in terms of digital platforms for sales and marketing and also introduce enhanced automation at sites. The Company strongly believes that the Real Estate Sector is bound to improve in long term. Your Company has managed well even during turbulent times due to its inherent strengths like a well-accepted brand, well-designed projects and trust among members, creditors and other financial institutions. Your Company is hopeful that the Real Estate Sector will improve in near future and the Company is looking forward to grab new opportunities by launching new projects particularly through collaboration route and ensure timely delivery of existing projects.

Threats & Challenges Regulatory Hurdles

Real estate sector is a highly regulated sector and any unfavorable changes in government policies and the regulatory environment can adversely impact the performance of the sector. There are substantial procedural delays with regards to land acquisition, land use, project launches and construction approvals. Retrospective policy changes and regulatory bottlenecks may impact profitability and affect the attractiveness of the sector and companies operating within the sector.

Long Pending Infrastructure Projects

There are a lot of impending projects in the Indian real estate market starting from public sector projects to private sector housing colonies. There is a delay happening in the completion of these projects and the reason for this is that the project does not get enough funding or there is a lack of technology to complete these projects on time. Another big challenge in the Indian real estate sector is the protracted approval process because project approvals in India take about days to years because there is no option of a single-window clearance and it often results in time and cost escalations.

Outdated Building Techniques

The Indian real estate sector is still dependent on old building techniques and hence they are over-dependent on extensive human labour for construction activities. Whereas, high-quality building materials such as concrete and iron slabs are used in new construction techniques. Therefore, today it is very important for developers to rely on modern building techniques which will help reduce construction time and labour cost and in that way the projects can be delivered fast.

Monetary Tightening and Funding Issues

There has been a contrasting trend in real estate lending over the past few years wherein reputed, low leveraged developers continued to enjoy easy access to liquidity as lenders remained selective and weaker developers struggled with limited sources of capital. Real estate sector performance is closely linked to economic recovery and its monetary policies. The Reserve Bank of India has so far maintained accommodative stance as it tries to support economic recovery. However, going ahead we expect to see monetary tightening as the central bank tries to control inflation in the country. A nascent economic recovery along with rising interest rates could impact the real estate sector in the near term as cost of housing loans shoots up with rise in the cost of funding for the developers, who are already facing margin pressure due to commodity cost inflation.

Review of Operations

1. Development Business & Retailing

The Company is mainly indulged in the activities related and associated with development and sale of residential real estate which include plotted developments, houses, villas and apartments of varying sizes and integrated townships and also the high end, luxury residential projects. Apart from these, the development business also includes certain commercial and shopping complexes, including the ones that are integral to the residential developments.

• Residential segment

Indian residential real estate market is witnessing a surge in new launches as the appetite for homeownership remains strong. This is evident in the 18% quarterly uptick in new unit launches across the top 7 cities, rising from approximately 92,900 units in Q4 of CY2022 to 1.09 Lakh units in the quarter Q1 of CY2023. Additionally, there was a significant 23% upsurge in new launch supply on yearly basis.

The surge in new residential supply can be attributed to the unwavering appetite for homeownership, with the demand for housing continuing to rise unabated. Consequently, leading and listed developers have ramped up their efforts to meet the demand for new residential properties.

• Retail Segment

The growth of this sector is well complemented by the growth in the corporate environment and the demand for office space as well as urban and semi-urban accommodations. The construction industry ranks third among the 14 major sectors in terms of direct, indirect and induced effects in all sectors of the economy. Commercial Segment has consolidated growth trajectory owing to improved business sentiments and rising growth prospects in the IT/ITES sector attributed to improving macroeconomic dynamics and corporate expansion. Commercial real estate are also growing significantly, providing the much-needed infrastructure for Indias growing needs.

• Office Segment

The office segment was adversely impacted due to the pandemic; however, it exhibited a resilient performance during the year with steady recovery in the business. A steady recovery is expected in the office segment primarily led by the strong growth momentum of the technology sector. According to NASSCOM, the IT and Business Process Management industrys revenue is expected to grow to US$ 300 - 350 billion by 2025. The hiring trends in this sector have also witnessed a significant jump and according to various reports, the top 5 IT companies were reported to have hired more than 2,50,000 new employees during the last 2 years. This expected growth along with a strong hiring trend and an effective vaccination rollout across the country is expected to drive the office leasing recovery in the near term.

2. Hospitality Operations

During the Finanical Year 2022-23, there have been no operations in the Hospitality Division of the Company having the Brand "The Great Kabab Factory" which has been franchised from Umak Hospitality Pvt. Ltd.

Outlook

The rapid change in macroeconomic fundamentals is changing the playbook for real estate investment globally as well as in the region. Despite the challenging climate in the last decade both globally and in India, cross-border investments have remained remarkably resilient, gaining 11.8% in the first nine months of CY 2022. With macroeconomic headwinds remaining significant, we expect to see a period of price discovery as asset managers, investors, and developers reconcile the gap between the asking and bidding prices to find a new market equilibrium. After record 2022 for the housing sector, the prospects for 2023 remains cautiously optimistic due to the emerging global headwinds. Residential demand continued to remain strong in the first quarter of CY 2023 but demand in the following quarters will depend largely on how things pan out in the global market. There is a possibility of a recession in major global markets including the U.S., Europe and India cannot be decoupled from it.

Further, in 2023, new launches may remain well under control across most top cities. Ready-to-move-in will continue to be the most preferred but the demand for new launches will also gain momentum. This is largely because the new supply in the market is and will continue to be dominated by the large and listed developers. There is a sense of confidence among the buyers for these developers and hence they will continue to perform well and see significant sales, just as they did in 2022.

Internal Control systems and their adequacy

The Company has in place adequate internal control systems and procedures commensurate with the size and nature of business. These procedures are designed to ensure that: Effective & adequate internal control environment is maintained across the Company.

All assets and resources are acquired economically, used efficiently and are adequately protected.

Sig nificant financial, managerial operating information is accurate, reliable and is provided timely; and All internal policies and statutory guidelines are complied with. The effective implementation and independent monitoring of internal controls and processes is done by the Internal Audit. The Audit Committee of the Board reviews the Internal Audit findings and provides guidance on internal controls. It ensures that Internal Audit recommendations are effectively implemented. The Audit Committee of the Company met four times during the financial year 2022-23. It reviewed, inter-alia, the adequacy and effectiveness of the Internal Control Systems and monitored implementation of Internal Audit recommendations and overlooked other financial disclosures. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

and Outlook on Risks and Concerns_

The management of the company is well aware about the major risks and threats posed to the industry in which the Company operates viz., economic, regulatory, taxation and environmental risks and also the investment outlook and strategy that prevails in the Indian Real estate sector. The risks that may impact the normal functioning of operations of the Company and its potential for future developments may include Market risk, Infiation risk, liquidity risk, counter-party risk, commodity risk and credit risk etc. The Audit Committee and the Board of Directors of the Company have been implementing proper and appropriate risk management policies and guidelines in order to develop a proper base for tolerance of risk. The Company has developed a proper framework and process for monitoring of the exposures to risks and to implement the measures in timely and effective manner. Also, it is constantly reviewed by the management for further development and improvement. The Company also has a very strong in-house Legal Department to take care of Legal and Regulatory Risks in routine. The requisite insurance covers are also taken by the Company for covering the disasters etc.

Human Resources

Human Resource asset is the most important factor for the Companys business operations and its growth. The main focus continues to be on the development of key talent, working closely with our outsourced partners in various areas of our operations and ensuring optimum utilization of manpower in coordination with the Companys business strategy. The company conducts consultations, dialogues, deliberations, negotiations and meetings in a congenial environment and arrives at amicable solutions to issues that crop up from time to time. Our Reward & Recognition/ incentive programme continues to strive to build culture of meritocracy and strengthen alignment of performance and reward. As on 31st March, 2023 the Companys "on rolls" talent pool comprised of 202 employees.

Details of Significant Changes in the Key Financial Ratios in comparison with the previous financial year alongwith detailed explanations for such changes:

Ratio	FY 2022-23	FY 2021-22	Percentage Variance	Explanation for Significant Change
Debtor Turnover Ratio	2.12	2.26	-6.02%	No explanation required.
Inventory Turnover Ratio	0.10	0.09	13.73%	No explanation required.
Interest Coverage Ratio	0.56	0.40	40.30%	The Interest Coverage Ratio has only slightly improved as compared to FY 2021-22 due to increase in profit before tax in current financial year and also due to decreased Interest expense as one of the loan obligation has been settled in current financial year as compared to last year.
Current Ratio	1.01	1.04	-3.85%	No explanation required.
Debt Equity Ratio	3.75	3.67	2.30%	No explanation required.
Operating Profit Margin	28.67	24.99	14.72%	No explanation required.
Net Profit Margin	-0.25%	-11.72%	-97.90%	The Net Profit Margin has improved on account of following reasons:
				1. EBITA has improved in current year.
				2. Interest expense is reduced on account of settlement of one of the loan obligation.
Return on Net Worth	-0.28%	-9.15%	-96.93%	The improvement in this ratio indicates that the company is effectively utilizing its resources to run the business.
				The Major reasons for improvement in this ratio are as follows:
				1. PAT has been slightly improved from the last year.
				2. There has been increase in the Equity capital during the year.

Cautionary Statement

Statements in this Management Discussion and Analysis contain certain forward looking statements within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied. Important developments that could affect the Companys operations include a downward trend in the real estate development industry, rise in input costs and significant changes in political and economic environment, environment standards, tax laws, litigation and labour relations etc. The shareholders and readers are cautioned that in the case of data and information external to the Company, no representation is made on its accuracy or comprehensiveness though the same are based on sources thought to be reliable.

AWARD OF ISO 9001: 2015

Your Company continues to enjoy the privilege of ISO 9001:2015 Certification granted to it on 17th April, 2023 through well-known certification agency "DNV GL – Business Assurance". The Management System Certificate is valid till 15th April, 2026. It will be the constant endeavour of the management to continuously stress on systems/quality for ultimate delivery of its products.

DECLARATION BY INDEPENDENT DIRECTORS

In the first Board Meeting held for the financial year 2022-23, all the Independent Directors of the Company furnished to the Company a declaration to the effect that they meet the criteria of independence as provided in Subsection 6 of Section 149 of Companies Act, 2013 read with Schedule IV thereof. They have also furnished their respective declarations pursuant to Rule 6(1) and (2) of Companies (Appointment & Qualifications of Directors) Rules, 2014 with respect to their registration on the website of Indian Institute of Corporate Affairs and payment of membership fee.

POLICIES OF THE BOARD OF DIRECTORS/ COMPANY

I. Nomination and Remuneration Policy

The Companys policy on directors appointment and remuneration is as under:-

Appointment criteria and qualifications: a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his/ her appointment. b) A person should possess adequate qualification, exper tise and experience for the position he/she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient/satisfactory for the concerned position. c) The Company shall not appoint or continue the employment of any person as the Managing Director/Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

Remuneration to Whole -time/ Executive/Managing Director, KMP and Senior Management Personnel: a) Fixed pay:

The Managing Director, Whole-time Director, KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Nomination & Remuneration Committee. The breakup of the pay scale and quantum of perquisites including, employers contribution to provident fund, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board/ the person authorized by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required. b) Minimum Remuneration:

If, in any Financial Year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managing Director/Whole-time Director in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the previous approval of the Central Government.

c) P r o v i s i o n s f o r e x c e s s remuneration:

If any Managing Director/Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without the prior sanction of the Central Government, where required, he/ she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government. Remuneration to Non- Executive/ Independent Directors: a) Remuneration/Commission:

The remuneration/commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Companies Act, 2013. b) Sitting Fees:

The Non-Executive/Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof, provided that the amount of such fees shall not exceed Rs 40,000 per meeting of the Board or Committee or such amount as may be approved by the board within the limits prescribed by the Central Government from time to time. c) Commission:

Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Companies Act, 2013. d) Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

II. Corporate Social Responsibility Policy

During the year 2022-23, no expenditure was made by the Company towards Corporate Social Responsibility initiatives as the Company is continuously incurring losses since the financial year 2016-17 due to prevailing downfall in the Real Estate Sector as a consequence of which the average net profit in accordance of Section 135 of the Companies Act, 2013 is negative for the Financial Year under review.

The details about the policy developed and implemented by the Company on Corporate Social Responsibility are given in the "Annexure-I" forming part of this report as specified under the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Policy has been disclosed on the website of the Company.

III. Statement concerning Development and Implementation of Risk Management Policy

The Company has its Risk Management Policy which is reviewed by the Board of Directors of the Company and the Audit Committee of Directors from time to time so that management controls the risk through a structured network. Head of Departments are responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and the Audit Committee about the events of material significance.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objectives, the policy establishes a structured and methodical approach to risk management, in order to guide decisions on risk related issues.

In todays turbulent and competitive environment, strategies for mitigating inherent risks are imperative for triggering the growth graph of the Company. The common risks inter alia are: Hazard risk, Regulatory risks, Competition, Business risk, Technology Obsolescence, Investments, Retention of talent and Expansion of facilities etc. Business risk, inter-alia, further includes financial risk, political risk, _delity risk and legal risk etc.

As a matter of policy, these risks are assessed and appropriate steps are taken to allay the same so that the element of risk threatening the Companys existence is very minimal.

IV. Whistle Blower Policy and Vigil

Mechanism

Your Company being a Listed Company,

has established a Vigil (Whistle Blower) Mechanism and formulated policy to enable director/s or stakeholders, including individual employees and their representative bodies, to freely communicate their concerns about illegal or unethical practices, actual or suspected fraud or violation of the Code of Conduct or Policy for the time being in force. The Whistle Blower Policy of the Company is available on the Companys Website.

V. Related Party Transactions Policy

In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has in place a Related Party Transactions (RPT) Policy to ensure due and timely identification, approval, disclosure and reporting of transactions between the Company and its Related Parties. All Related Party Transactions are approved by the Audit Committee prior to entering into the transactions. Related Party Transactions of repetitive nature are approved by the Audit Committee on omnibus basis for one financial year at a time. All omnibus approvals are reviewed by the Audit Committee on a quarterly basis. The Policy has been disclosed on the website of the Company, link for which is https://www. ansals.com/common/images/policy-on-related-party-transactions-new.pdf

VI. Financial Control Policy

The Company has a well-defined Financial Controls Policy which has been framed keeping in view the provisions of the Companies Act, 2013 and the Listing Regulations. The objective of the Policy is to ensure the orderly and efficient conduct of business of the Company including adherence to the Companys policies, 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. The Policy has been disclosed on the website of the Company.

VII. Policy on Diversity of Board

Your Company believes that a diverse

Board will enhance the quality of the decisions made by the Board by utilizing the different skills, qualification, professional experience and knowledge etc. of the members of the Board which is inevitable for achieving sustainable and balanced development. Keeping this in view, the Company has framed a "Policy on Board Diversity" in accordance with provisions of the Companies Act, 2013 and Listing Regulations. The Policy on Board Diversity shall help the Nomination & Remuneration Committee of the Company while considering and recommending appointment of persons on the Board of Directors of the Company.

VIII. Policy on prevention of Sexual

Harassment of Women at workplace The company has adopted the guidelines and procedures of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to evolve a permanent mechanism for the prevention and redressal of sexual harassment cases and other acts of violence in the organisation and to create and maintain a sensitive and congenial democratic working environment in which every woman can work in a community free of violence, harassment, exploitation, intimidation and stress.

IX. Policy for determining Material Subsidiary In terms of provisions of the SEBI Listing

Regulations, your Company has a policy for determining ‘Material Subsidiary and the said policy is available on the Companys website at https://www. ansals.com/page/determining_material_ subsidiary

COMMIT TEES OF BOARD, NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES

The Board of Directors met five times during the financial year under review for which notices were served in accordance with Section 173(3) of the Companies Act, 2013 at their addresses registered with the Company by the permitted mode of delivery. As on 31st March, 2023, the Board had five committees, namely the Audit Committee, the Corporate Social Responsibility (‘CSR) Committee, the Stakeholders Relationship Committee, Committee of Directors and Nomination and Remuneration Committee. A detailed note on composition of the board, committees, meetings, attendance thereat is provided in the Corporate Governance Report which forms part of the Annual Report.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

M/s. Dewan P.N. Chopra & Co. Chartered Accountants are the Statutory Auditors of the Company who were re-appointed by the shareholders in their Annual General Meeting held on, 27th September, 2022 for the second term of five consecutive years from the conclusion of 38th Annual General Meeting (AGM) till the conclusion of 43rd AGM.

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

Details of Audit Qualification:	Management view on Audit Qualification:
IFCI Limited has revoked the restructuring and recalled repayment of outstanding dues amounting Rs.13,258.29 Lakh (including interest). The company has not recognized the default interest cost amounting Rs.141.47 Lakh, Rs. 86.92 Lakh and Rs 164.41 Lakh for the quarter ended March 31, 2023, December 31, 2022 and March 31, 2022 respectively and Rs. 546.54 Lakh and Rs. 500.58 Lakh for the year ended March 31, 2023 and March 31, 2022. The company is in discussion with the lender to resolve the matter in the best possible manner. The Companys records indicate that had management recognized the default interest, an amount of Rs.141.47 Lakh, Rs. 86.92 Lakh and Rs.164.41 Lakh for the quarter ended March 31, 2023, December 31, 2022 and March 31, 2022 respectively, Rs. 546.54 Lakh and Rs. 500.58 Lakh for the year ended March 31, 2023 and March 31, 2022 would have been required to provide for as finance cost. Accordingly, Finance Cost, Deferred tax assets and Loss after tax would have been increased by "Rs.141.47 Lakh ,Nil, Rs. 141.47 Lakh", "Rs. 86.92 Lakh, Nil, Rs. 86.92 Lakh" , "Rs.164.41 Lakh, Rs. 45.74 Lakh, Rs. 118.67 Lakh" for the quarter ended March 31, 2023, December 31, 2022 & March 31, 2022 respectively, "Rs. 546.54 Lakh, Nil, Rs. 546.54 Lakh", "Rs. 500.58 Lakh, Rs.139.26 Lakh, Rs. 361.32 Lakh" for the year ended March 31, 2023 and March 31, 2022 respectively and shareholders fund would have been reduced by Rs. 141.47 Lakh, Rs. 86.92 Lakh and Rs.118.67 Lakh for the quarter ended March 31, 2023, December 31, 2022 and March 31, 2022 respectively and Rs. 546.54 Lakh and Rs. 361.32 for the year ended March 31, 2023 and March 31, 2022 respectively.	The Company and IFCI are in discussion to resolve this outstanding default debt for suitable mutual resolution. The Company is very much hopeful of the resolution. Considering the discussion and proposed resolution in pipeline management is of the view that this interest liability will not arise on the company.
The Company has investment of Rs. 491.67 Lakh in Housing and Construction Lanka Private Limited (a wholly-owned subsidiary company located in Sri Lanka) by way of equity shares. The Board of Investment ("BOI") has terminated the agreements for the development of an integrated township in Sri Lanka between the subsidiary and the BOI. The subsidiary company had filed an arbitration claim against the BOI of Sri Lanka. During the F.Y. 2017-18, the management of the subsidiary company has written off all assets. Now the subsidiary company does not have enough assets to redeem the said investment. The Companys records indicate that had management recognized the impairment, an amount of Rs. 491.67 Lakh would have been required to provide for as Impairment Loss on Investment. Accordingly, Impairment Loss on Investment, Deferred tax assets and Loss after tax would have been increased by Rs. 491.67 Lakh, Rs. Nil and Rs. 491.67 Lakh respectively and shareholders fund and Investment in the Subsidiary would have been reduced by Rs. 491.67 Lakh for the year ended March 31, 2023.	The subsidiary company had filed an arbitration claim against the Board of Investment of Sri Lanka (BOI). The management is of the opinion that they will be able to redeem the said investment completely.
In respect of repayment of public deposits and settlement of said public deposit with the respective depositors, the impact, if any, as per the provisions of the Companies Act, 2013 on the financial statements, is presently not ascertainable.	After the appeal of the Company before the Honble Supreme Court was dismissed as withdrawn, the Company entered into full and final settlement of the balance payment of the maturity amount and issued post-dated cheques (PDC) to substantial depositors and the same has been duly agreed and accepted by the respective depositors. This process is diligently followed by the Company. In due compliance with the Companies Act, holistically, the company has settled substantial depositors. The PDC as issued are being duly encashed/ honoured as per the agreed terms and conditions of the settlement. The Company has taken legal opinion to substantiate/ corroborate its acts. As per the legal opinion, the process of repayment adopted by the Company meets the requirement of the applicable provision of the Companies Act, 2013.

Further, since no fraud has been reported by the Auditors under sub-section (12) of section 143 of the Companies Act, 2013, no details are required to be given in the Directors Report as required by Section 134(3)(ca) of the Companies Act, 2013.

Cost Auditors

M/s. U. Tiwari & Associates, Cost Accountants, were appointed as the Cost Auditors for the financial year 2022-23 to conduct cost audit of the accounts maintained by the Company in respect of the various projects prescribed under the applicable Cost Audit Rules. The Cost Audit Report given by the Cost Auditors for the financial year 2022-23 shall be filed as per the requirements of applicable laws. It is proposed to re-appoint M/s. U. Tiwari & Associates, Cost Accountants as the Cost Auditors for the financial year 2023-24 and Board of Directors of your company, on the recommendations of the Audit Committee, has re-appointed them. In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditors is required to be ratified by the shareholders, the Board recommends the same for the financial year 2023-24 for approval by shareholders at the ensuing Annual General Meeting.

Secretarial Auditors

In terms of Section 204 of the Companies Act, 2013 and the Regulation 24A of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, M/s. Rahul Jain & Co. and M/s Parveen Rastogi & Co., Practicing Company Secretaries were appointed as the Secretarial Auditors of the Company and its Material Subsidiary, viz. M/s Geo Connect Limited respectively for the financial year 2022-23. The Secretarial Audit Reports submitted by them in the prescribed form MR-3 are attached as "Annexure-IIA and IIB" respectively and form part of this report. The Secretarial Audit Reports are self-explanatory.

OTHER STATUTORY DISCLOSURES

Web address of Annual Return

In terms of the provisions of Section 92(3) of the Companies Act, 2013 read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return in Form MGT-7 shall be placed on the website of the Company as soon as the same shall be filed with the Registrar of Companies. The Web link to access the same is https://www.ansals.com/ page/annualfireturn

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

During the year under review, your Company had not granted any loans, guarantees or made investments falling under Section 186 of the Companies Act, 2013.

Particulars of Contracts or Arrangements with Related Parties

As a part of its philosophy of adhering to highest ethical standards, transparency and accountability, your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arms length. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. The said policy on related party transactions has been placed on the Companys Website. All Related Party Transactions are placed on a quarterly basis before the Audit Committee for its review. The particulars of contracts or arrangements with related parties referred to in section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 for the financial year 2022-23 are provided as "Annexure -III" to this report forming part hereof.

Your Company has taken necessary approvals as required by Section 188 read with the Companies (Meeting of Board and its Powers) Rules, 2014 from time to time in respect of the related party transactions.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

No material changes or commitments have occurred between the close of the financial year of the Company to which the balance sheet relates and the date of the report which may affect the financial position of the Company.

Board Evaluation

Pursuant to applicable provisions of the Companies Act, 2013 and Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, had formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including independent directors. The performance of the board was evaluated by independent directors in their separate meeting after seeking inputs from all the directors on the basis of the criteria such as the adequacy and composition of the board and its structure, effectiveness of board processes, information and functioning etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, functions etc. A structured separate exercise is carried out by the board and the nomination and remuneration committee reviews the performance of the individual directors on the basis of the criteria such as qualifications, expertise, attendance and participation in the meetings, experience and competencies, independent judgement, obligations and regulatory compliances, performance of specific duties and obligations, governance issues, the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

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

C H A N G E S I N D I R E C TO R S A N D K E Y MANAGERIAL PERSONNEL

During the year under review, Mr. Surrinder Lal Kapur, Mr. Maharaj Kishen Trisal and Mr. Ashok Khanna Independent Directors of the Company have resigned from the office of Independent Directors w.e.f 10th August, 2022, 11th November, 2022 and 11th November, 2022 respectively due to their personal reasons. Further Mr. Surrinder Lal Kapur, Mr. Maharaj Kishen Trisal and Mr. Ashok Khanna had confirmed in their resignation letters that there were no other reasons for their resignations. During the year under review, Mr. Bal Kishan Sharma (having DIN: 09675600) was appointed as an Additional Non Executive Independent Director on the Board with effect from 09th August, 2022 to hold office upto the date of next Annual General Meeting. He being eligible was regularized as Non Executive Independent Director, not liable to retire by rotation, by the shareholders of the Company in the Annual General Meeting of the Company held on 27th September, 2022. In accordance with the provisions of section 152 of Companies Act, 2013, Mr. Kushagr Ansal, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Company has received declarations of independence in accordance with the provisions of the Act as well as the LODR Regulations from all the Independent Directors. Further, all the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

As on 31st March, 2023, the composition of board was as given hereunder:

Name	DIN	Designation	Date of Appointment
Mr. Kushagr Ansal	01216563	Whole time Director & CEO	26.08.2006
Mrs. Neha Ansal	08469989	Non-Executive Director	02.07.2019
Mrs. Iqneet Kaur	05272760	Independent Director	29.07.2020
Mr. Bal Kishan Sharma	09675600	Independent Director	09.08.2022

PARTICULARS OF EMPLOYEES

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

A statement containing, inter alia, particulars of top ten Employees in terms of remuneration drawn and name of every employee, if employed throughout the financial year in receipt of remuneration of Rs 102 lakhs or more or employees employed for part of the year and in receipt of Rs 8.5 lakhs or more per month pursuant to Rule 5(2) and 5(3) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 forming part of this Report is attached herewith in "Annexure-V". APPLICATION MADE OR PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

All pending proceedings alongwith their status as on 31st March, 2023 are enclosed herewith as "Annexure-VI".

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

There are no instances of one time settlement during the financial year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy and Technology

Absorption

Your Company is not engaged in any manufacturing activity; as such particulars relating to Conservation of Energy and Technology Absorption as per section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.

B. Foreign Exchange Earnings and Outgo

a) Activities Relating to exports	As the company operates in Real Estate, the Company is not involved in any activity relating to export.
b) Initiatives taken to increase exports
c) Development of new export markets for products and services

d) Export plans

Particulars of Foreign Exchange Earnings and Outgo –a) Foreign Exchange Rs Nil Earnings - through Credit Cards as per bank certificates/advices b) Dividend Received in foreign Rs Nil currency (Net of CDT) c) Foreign Exchange Outgo Payment of Brokerage Rs Nil Travel Expenses Rs 3,56,869 Property Exhibition Rs Nil Professional Expenses Rs Nil

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunals during the financial year 2022-23 which have an impact on the going concern status and companys operations in future.

CORPORATE GOVERNANCE

Your Company believes in adopting best practices of corporate governance. Corporate governance principles are enshrined in the spirit of Ansal Housing Ltd., which form the core values of the Company. These guiding principles are also articulated through the Companys code of business conduct, corporate governance guidelines, charter of various sub-committees and disclosure policy. Pursuant to the Regulation 34 of the Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from M/s. Parveen Rastogi & Co., Company Secretary in Practice, on compliance with corporate governance norms under the Listing Regulations, has been annexed as part of this Report.

INVESTORS GRIEVANCE

In order to comply with the provisions of Regulation 46 read with other regulations of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has designated an e-mail ID – sect@ansals. com which is exclusively for the clarifications/ queries/grievance redressal of the investors of the Company.

VOLUNTARY DE-LISTING OF EQUITY SHARES

At present the Equity shares of the Company are listed on BSE Limited (BSE) only. The Board of Directors of the Company, in their meeting held on 09th August, 2022 has approved, Inter alia, a proposal for Voluntary Delisting of the Companys Equity Shares from National Stock Exchange of India Ltd. (NSE) without giving any exit opportunity to the shareholders, pursuant to Regulation 5 and 6 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations and amendments made thereto. However, the Companys Equity Shares shall continue to remain listed on BSE, which is a recognized stock exchange having nationwide trading terminals as per Delisting Regulations and delisting of Equity Shares from NSE will not adversely affect the Shareholders. With effect from 19th October, 2022, NSE has withdrawn the admission to deal in Equity Shares of the Company.

Further the listing fees payable to the BSE for the financial year 2023-24 has been paid.

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

As a part of the policy for Prevention of Sexual Harassment in the organisation, the Company has in place an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment of Women at work place in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and relevant rules thereunder. During the year under review, no case was reported in the nature of sexual harassment at any workplace of the Company and any of its subsidiaries/associates.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge and belief, confirm : i. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures; ii. that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31st March, 2023 and of the loss of the Company for that period; iii. that the directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and iv. that the directors had prepared the annual accounts on a going concern basis; and v. that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. vi. that the directors had devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SECRETARIAL STANDARDS

The Board of Directors of your Company hereby confirms that all the provisions of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), i.e. Secretarial Standard-1, Secretarial Standard-2 and Secretarial Standard-3 pertaining to ‘Meetings of the Board of Directors, ‘General Meetings and ‘Dividend respectively have been duly complied with by the Company during the year under review.

ACKNOWLEDGEMENTS AND APPRECIATION

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

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

Regd. Office:	For and on behalf of the Board of Directors
606, 6th Floor, Indra Prakash,
21, Barakhamba Road,	Sd/-	Sd/-
New Delhi - 110 001.	Kushagr Ansal	(Bal Kishan Sharma)
Place : Vaishali, Ghaziabad	Whole-time Director & CEO	Director
Dated : 29th May, 2023	DIN: 01216563	DIN: 09675600