Ansal Housing Ltd Directors Report

Dear Members,

The Directors of your Company have immense pleasure in presenting the 41^st Board Report on the Companys business and operations, together with the Audited Statement of Accounts for the financial year ended 31^st March, 2025. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL HIGHLIGHTS

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 financial statements as per IND-AS for the financial year 2024-25. Your companys performance on standalone and consolidated basis during the year as compared with that of the previous year is summarised as under: (Figures in Lakhs)

Particulars			STANDALONE				CONSOLIDATED
		2024-25		2023-24		2024-25		2023-24
1.	Total Revenue		38398.83		38935.26		46398.89		46920.42
	Less:
	Total expenses excluding depreciation	34611.84		31728.06		42614.96		39609.47
	and finance cost
	Depreciation	138.89		152.14		157.41		168.13
	Finance Cost	3034.18	37784.91	6569.39	38449.59	3111.67	45884.04	6688.20	46465.80
2	Profit/(Loss) before exceptional items		613.92		485.67		514.85		454.62
	Exceptional Items- Income / (Expenses)		6058.68		47.66		6042.03		549.25
3	Net Profit/(Loss) After Exceptional		6672.60		533.33		6556.88		1003.87
	Items and before Tax
	Less:
	-Provision for Tax		4758.67		157.92		4747.38		210.63
4	Net Profit/(Loss) After Tax but		1913.93		375.41		1809.50		793.24
	before prior period items
	Less:
	-Tax Provisions for earlier years		-		-		-		-
5	Net Profit/(Loss) after Tax and prior		1913.93		375.41		1809.50		793.24
	period items
	Add :
	Other Comprehensive Income		(22.10)		(86.38)		(28.56)		(100.60)
6	Net Profit/(Loss) after		1891.83		289.03		1780.94		692.64
	Comprehensive Income
7	EPS (Basic & Diluted)		2.75		0.54		2.60		1.14

FINANCIAL AND OPERATIONAL REVIEW

The Companys business continues to exhibit robust performance. During the financial year 2024-25, the net revenue for the standalone entity has slightly decreased to 38398.83 Lakhs from 38935.26 Lakhs in the previous year showing a slight decrease of around 1% and the earnings before interest, tax, depreciation and amortization (EBITDA) decreased to 3786.99 Lakhs from 7207.21 Lakhs in the previous financial year. The profit after tax has gone up to 1913.93 Lakhs for the year under review as against the profit after tax of 375.41 Lakhs for the previous financial year. In line with the above, the consolidated total revenue stood at 46398.89 Lakhs during the Financial Year 2024-25 against revenue of 46920.42 Lakhs in the previous year. Net Consolidated profit from ordinary activities after tax for the Financial Year 2024-25 went up to 1809.50 Lakhs against the net profit after tax of 793.24 Lakhs in the Previous Year. 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 affected 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

Your Directors do not propose to transfer any amount to the reserves.

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 2024-25.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to IEPF, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to IEPF. During the year under review, the Company had transferred an amount of Unclaimed matured deposits and interest thereon of Rs. 14,56,026/- to Investor Education and Protection Fund (IEPF) Authority. Based on the Companys records, no unpaid or unclaimed dividend is required to be deposited to the Investor Education and Protection Fund during the financial year 2024-25 as no unpaid dividend is lying with the Company which is due for transfer to the Investor Education and Protection Fund.

Those members whose dividend and/or shares have been transferred to IEPF Authority are advised and requested to follow the procedure specified by IEPF Authority for claiming their dividend/shares, or may write to MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited), Registrar & Share Transfer Agent (RTA) of the Company.

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 1^st 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 99.50 crores towards the public depositors when it stopped taking/renewing further deposits on 1^st 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 3^rd 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 21^st 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 15^th November, 2018 and 11^th 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. As on 31st March, 2025, there are only unclaimed deposits and the outstanding amount other than unclaimed is Nil.

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 2024-25
2.	Deposits remained	Unpaid -
	unpaid or unclaimed as	Nil
	at 31.03.2025	Unclaimed -
		6.86 Crores
3.	Whether there has been
	any default in repayment
	of deposits or payment
	of interest thereon
	during the year 2024-25
	and if so, number of such
	cases and the total
	amount involved-
	(i) at the beginning of	12.90 Crores
	the year;
	(ii) maximum during the	12.90 Crores
	year;
	(iii) at the end of the year;	6.86 Crores
4.	The details of deposits	NA
	which are not in
	compliance with the
	requirements of Chapter
	V of the Companies Act,
	2013

SHARE CAPITAL

The issued, subscribed and paid-up equity share capital of the Company as on 31^st March, 2025 stood at 6963.58 lakhs.

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, Ministry of Corporate Affairs vide General Circulars No. 20/2020 dated 05^th May, 2020, 02/2021 dated 13^th January, 2021, 02/2022 dated 5^th May, 2022, 11/2022 dated 28^th December 2022, Circular No. 09/2023 dated 25^th September, 2023 and Circular No.09/2024 dated 19^th September, 2024 and SEBI vide Circulars No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12^th May, 2020, SEBI/HO/CFD/CMD2/CIR/P/ 2021/11 dated 15^th January, 2021, SEBI/HO/ CFD/CMD2/CIR/P/2022/62 dated 13^th May 2022, SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated 05^th January, 2023, SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated 07^th October, 2023 and SEBI/HO/CFD/CFD-PoD-2/P/CIR/ 2024/133 dated 03^rd October, 2024 have granted exemption to all the Companies from dispatching physical copies of Notices and Annual Reports to Shareholders. It is always advisable to all the shareholders to keep their email ids registered/ updated with the Company in order to receive important communication/information on time.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

As on 31^st March, 2025, your Company had 17 Subsidiaries and 1 Associate Company, the details whereof are set out at appropriate place in the Annual Report. M/s. Geo Connect Limited is unlisted material subsidiary Company within the meaning of Regulation 16(c) and 24 of SEBI Listing Regulations. Mrs. Iqneet Kaur, Independent Director of the Company has been appointed as Director on the Board of the above-mentioned unlisted material subsidiary. During the year M/s Oriane Developers Private Limited cease to be the material subsidiary of the Company based on the financial statements as on 31^st March, 2024.

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 and may be accessed at https:// www.ansals.com/page/financial_results. 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 and may be accessed at https://www.ansals.com/page/financial_subsidiary. 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.

AWARD OF ISO 9001: 2015

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, as required under Regulation 34 read with Schedule V of the SEBI Listing Regulations, is presented in a separate section, forming part of the Annual Report.

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 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.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Financial Year 2024-25, there were no changes in the Board of Directors and Key Managerial Personnel ("KMPs") of the Company: In accordance with the provisions of section 152 of Companies Act, 2013, Mr. Rajendra Sharma, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

As on 31^st March, 2025, the composition of board was as given hereunder:

Name

DIN	Designation	Date of Appointment
Mr. Kushagr Ansal*	01216563	Managing Director & CEO	26.08.2006
Mrs. Iqneet Kaur	05272760	Non-Executive Independent Director	29.07.2020
Mr. Bal Kishan Sharma	09675600	Non-Executive Independent Director	09.08.2022
Mr. Rajendra Sharma	10568459	Non-Executive Director	30.03.2024

*Mr. Kushagr Ansal was re-designated as the Managing Director & CEO of the Company effective from 01^st October, 2024.

DECLARATION BY INDEPENDENT DIRECTORS

In the first Board Meeting held for the Financial Year 2024-25, 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 Sub-section 6 of Section 149 of Companies Act, 2013 and Regulation 16(1)(b) and 25(8) of the SEBI Listing Regulations. They have also furnished their respective declarations in 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. Further, the Board is of the opinion that the Independent Directors of the Company uphold the highest standards of integrity and possess the requisite expertise and experience required to fulfil their duties as Independent Directors.

CONFIRMATION BY DIRECTORS REGARDING DIRECTORSHIP(S)/ COMMITTEE POSITION(S)

Based on the disclosures received, number of Directorship(s), Committee Membership(s), and Chairmanship(s) of all the Directors are within respective limits prescribed under the Act and SEBI Listing Regulations. Further, none of the Executive Directors of the Company served as an Independent Director in any other listed company. Necessary disclosures regarding Committee positions in other public companies as on 31^st March 2025, have been made by the Directors and reported in the Corporate Governance Report which forms part of the Annual Report.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015, your Company has formulated the Nomination and Remuneration Policy for its Directors, Key Managerial Personnel (KMP) and Senior Management (SMs). The Policy sets out the guiding principles for Nomination and Remuneration Committee of the Company for recommending to the Board the appointment and remuneration of the Director(s), KMP(s) and SM(s).

The Nomination and Remuneration Committee shall identify and ascertain the integrity, qualification and positive attributes, expertise and experience of the person for appointment of Director(s), KMP(s) and SM(s) and recommend to the Board their appointment based upon the need of the Company. The policy is available at the website of the Company at https://www.ansals.com/page/nomination_remuneration_policy.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year 2024-25, no expenditure was made by the Company towards Corporate Social Responsibility 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.

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, fidelity 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. The Risk Management Policy as approved by the Board has been uploaded on the Companys website at https://www.ansals.com/page/risk_management_policy.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has established a Vigil (Whistle Blower) Mechanism for Directors and Employees in compliance with Section 177(9) of the Companies Act, 2013 read with Regulation 22 of SEBI Listing Regulations, to report their genuine concerns or grievances regarding any unethical behaviour. The details of Whistle Blower Policy are also explained in the Corporate Governance Report and the Policy of the Company is available on the website of the Company at https://www.ansals.com/page/whistle_blower_policy.

BOARD AND ITS COMMITTEES

The Board of Directors met five times during the financial year 2024-25 for which notices were served in accordance with Section 173(3) of the Companies Act, 2013. As on 31^st March, 2025, the Board had five committees, namely the Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Committee of Directors. 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.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a robust and well embedded system of internal financial controls. This ensures that all assets are safeguarded and protected against loss from unauthorised use or disposition and all transactions are authorised, recorded and reported correctly. Your Companys internal controls are commensurate with the nature, size and complexities of operations. These internal control systems ensure compliance with all applicable laws and regulations and facilitate optimum utilisation of available resources and protect the interests of all stakeholders.

Your Company has an efficacious Audit Committee consisting of Independent Directors, the details of which have been given in the Corporate Governance Report. Independent Chartered Accountant firm has been appointed as Internal Auditors and effectiveness of internal control mechanism is reviewed by Internal Auditors at regular intervals. The Audit Committee reviews audit reports submitted by the Internal Auditors from time to time.

Suggestions for improvement are considered by the Audit Committee, and its decisions are followed by the Management through the implementation of corrective actions and improvements in business processes. The Committee also meets, from time to time, the Companys Statutory Auditors to ascertain, inter-alia, their views on the adequacy of internal control systems in the Company and also keeps the Board of Directors informed of its significant observations on a regular basis.

AUDITORS AND AUDITORS REPORT a) 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, 27^th September, 2022 for the second term of five consecutive years from the conclusion of 38^th Annual General Meeting (AGM) till the conclusion of 43^rd 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 Statutory Auditors have issued the Auditors report with unmodified opinion on the Standalone and Consolidated

Audited Financial Results of the Company for the quarter and year ended 31^st March, 2025. b) Cost Auditors

M/s. U. Tiwari & Associates, Cost Accountants, were appointed as the Cost Auditors for the financial year 2024-25 to conduct the audit of cost records maintained by the Company. Your Company is required to make and maintain cost records as specified under sub-section (1) of Section 148 of the Companies Act. Accordingly, your Company has been making and maintaining such cost records as per the requirements.

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Audit Committee recommended and the Board of Directors appointed M/s. U. Tiwari & Associates, Cost Accountants as the Cost Auditors for the financial year 2025-26. The Cost Auditors have confirmed that they are not disqualified to be appointed as the Cost Auditors of your Company for the financial year ending 31^st March, 2026. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee. In terms of the Act and Rules thereunder requisite resolution for ratification of remuneration of the Cost Auditors by the members has been set out in the Notice of the 41^st Annual General Meeting of your Company. c) 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, the Audit Committee recommended and the Board of Directors appointed M/s. Rahul Jain & Co., Practicing Company Secretaries as the Secretarial Auditors of the Company for the financial year 2024-25 and their report is annexed to this report as

"Annexure IIA".

Further, in terms of the requirements under the SEBI Listing Regulations, the Secretarial Audit Report of Material Unlisted Subsidiary, viz. M/s Geo Connect Limited for the financial year 2024-25 is annexed to this report as "Annexure IIB". The Secretarial Audit Reports are self-explanatory. d) Internal Auditors

In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, as amended from time to time, the Audit Committee recommended and the Board of Directors appointed M/s. Khanna & Annandhanam, as the Internal Auditors of the Company for the financial year 2024-25.

SECRETARIAL STANDARDS

During the period under review, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors, Secretarial Auditor and Cost Auditors have not reported any instance of fraud in respect of the Company, by its officers or employees under Section 143(12) of the Companies Act, 2013.

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 gets filed with the Registrar of Companies. The Web link to access the same is https://www.ansals.com/page/annual_return.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 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 2024-25 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. 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.

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 affirms 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 102 lakhs or more or employees employed for part of the year and in receipt of 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".

APPLICATIONS MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Proceedings pending alongwith their status as on 31^st March, 2025 is as follows:

S. No.	Title of the Case	Case No.	Date /Year of Filing	Status as on 31.03.2025
1	Rajiv Kumar Mahajan AND ORS Vs	Rst.A (IBC)/115/PB/2024	31.08.2024	Pending
	Ansal Housing Limited

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

During the year, there was no one time settlement done in respect of loans taken from Banks or Financial Institutions.

SHARES WITH DIFFERENTIAL VOTING RIGHTS AND SWEAT EQUITY SHARES

During the year under review, no shares with differential voting rights and sweat equity shares have been issued by the Company.

SWAYAM

‘SWAYAM is a secure, user-friendly web-based application, developed by "M/s MUFG Intime India Pvt Ltd." (Formerly known as M/s Link Intime India Pvt Ltd.), our Registrar and Share Transfer Agents, that empowers shareholders to effortlessly access various services. We request you to get registered and have first-hand experience of the portal. This application can be accessed at https://swayam.in.mpms.mufg.com/

• Effective Resolution of Service Request -Generate and Track Service Requests/ Complaints through SWAYAM.

• Features - A user-friendly GUI.

• Track Corporate Actions like Dividend/ Interest/Bonus/split.

• PAN-based investments - Provides access to PAN linked accounts, Company wise holdings and security valuations.

• Effortlessly raise request for Unpaid Amounts.

• Self-service portal – for securities held in demat mode and physical securities, whose folios are KYC compliant.

• Statements - View entire holdings and status of corporate benefits.

• Two-factor authentication (2FA) at Login - Enhances security for investors.

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 on the Company.

B. Foreign Exchange Earnings and Outgo

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

Outgo –a) Foreign Exchange Nil Earnings - through Credit Cards as per bank certificates/advices

b)	Dividend Received in	Nil
	foreign currency
	(Net of CDT)
c)	Foreign Exchange Outgo
	Payment of Brokerage	Nil
	Travel Expenses	11,67,738
	Property Exhibition	Nil
	Professional Expenses	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 2024-25 which have an impact on the going concern status and companys operations in future.

CREDIT RATING

The details of the credit ratings awarded to the Company are provided in the Corporate Governance Report forming part of the Integrated Annual 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.

LISTING WITH STOCK EXCHANGE

The Equity Shares of the Company, continue to remain listed at BSE Limited. The listing fees payable to the BSE for the financial year 2024-25 has been paid.

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

The Company has always believed in providing a conducive work environment devoid of discrimination and harassment including sexual harassment. The Company has a well formulated Policy on Prevention and Redressal of Sexual Harassment. The objective of the Policy is to prohibit, prevent and address issues of sexual harassment at the workplace.

As part of the organizations policy for preventing sexual harassment, the Company has established an Internal Committee (IC) to prevent and resolve complaints of sexual harassment of women at work in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and its implementing rules. During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow:

1.	Number of complaints	0
	of Sexual Harassment
	received in the Year
2.	Number of Complaints	0
	disposed of during the
	year
3.	Number of cases pending	0
	for more than ninety days

MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

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; 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 31^st March, 2025 and of the loss of the Company for that period; ii. 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; iii. that the directors had prepared the annual accounts on a going concern basis; iv. 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; and v. 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.

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, cooperation 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.

ANNEXURE I TO BOARDS REPORT

REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES OF THE COMPANY

FOR THE FINANCIAL YEAR ENDED 31^ST MARCH, 2025

1. Brief outline on CSR Policy of the Company.

(a) Corporate Social Responsibility Policy of the Company was approved by the Board of Directors of the Company in its meeting held on 6^th February, 2015.

(b) CSR Vision Statement and Objective

Mission of the Company is ‘Enriching Living Styles by transforming urban landscapes into sustainable communities. In addition to the investments in the current CSR initiatives which are mostly in the areas of education, our other endeavour is inclusive development at all our project locations to help the communities that live around these projects prosper in all walks of life.

(c) The objective of this policy is to:

• Promote a unified approach to CSR to incorporate under one umbrella the diverse range of the philanthropic activities, thus enabling maximum impact of the CSR initiatives.

• Ensure an increased commitment at all levels in the organization, to operate in an economically, socially and environmentally responsible manner while recognizing the interests of all its stakeholders.

• Encourage employees to participate actively in the Companys CSR and give back to the society in an organized manner through the employee volunteering programme. To pursue these objectives, the Company shall continue its initiatives for:

• Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation including contribution to the Swachh Bharat Kosh setup by the Central Government for the promotion of sanitation and making available safe drinking water;

• Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;

• Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

• Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro-forestry, conservation of natural resources and maintaining quality of soil, air and water including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga;

• Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts;

• The benefits of armed veterans, war widows and their dependents;

• Training to promote rural sports, nationally recognised sports, Paralympic sports and Olympic sports;

• Contribution to the Prime Ministers National Relief Fund or any other fund set up by the Central Government for socioeconomic development and relief and welfare of the Schedule Castes, the Scheduled Tribes, other backward classes, minorities and women;

• Contribution or funds to technology incubators located within academic institutions which are approved by the Central Government;

• Rural development projects;

• Slum area development.

2. Composition of CSR committee

Sl. No.	Name of Director	Designation / Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1	Mr. Kushagr Ansal	Chairman	0	0
2	Mr. Bal Kishan Sharma	Member	0	0
3	Mrs. Iqneet Kaur	Member	0	0

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company.

Composition of the CSR committee as shared above is available on the Companys website at https://www.ansals.com/page/composition_committees and CSR Policy of the Company is available at https://www.ansals.com/page/csr_policy.

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report).

Not Applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any;

Sl. No.	Financial Year	Amount available for set-off from preceding financial years (in )	Amount required to be set-off for the financial year, if any (in )
1	2021-22	Nil	Nil
2	2022-23	Nil	Nil
3	2023-24	Nil	Nil
	Total	Nil	Nil

6. Average net profit of the company as per section 135(5).

The average net profit of the Company in accordance of Section 135 of the Companies Act, 2013 is negative for the Financial Year under review.

7. (a) Two percent of average net profit of the company as per section 135(5): N.A. (Company has average net loss)

(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil (c) Amount required to be set off for the financial year, if any: Nil (d) Total CSR obligation for the financial year (7a+7b-7c): Nil

8. (a) CSR amount spent or unspent for the financial year:

		Amount Unspent (in )
Total Amount Spent for the Financial Year. (in )	Total Amount transferred to Unspent CSR Account as per section 135(6).		Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5).
	Amount.	Date of transfer.	Name of the Fund	Amount.	Date of transfer.
N.A.	N.A.	N.A.	N.A.	N.A.	N.A.

(b) Details of CSR amount spent against ongoing projects for the financial year:

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

(10)

(11)

Sl. No.

Name of the Project

Item from the list of activities in Schedule VII to the Act

Local area (Yes/ No).

Location of the project.

Project duration.

Amount allocated for the project (in Rs.)

Amount spent in the current financial Year(in Rs.)

Amount transferred to Unspent CSR Account for the project as per Section 135(6) (in Rs.)

Mode of Implementation- Direct (Yes/No)

Mode of Implementation - Through Implementing Agency

State

District

Name

CSR

Registration

number

Not Applicable

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

(1)	(2)	(3)	(4)	(5)		(6)	(7)	(8)
Sl. No.	Name of the Project	Item from the list of activities in schedule VII to the Act	Local area (Yes/ No)	Location of the project.		Amount spent for the project (in )	Mode of implementation- Direct (Yes/No)	Mode of implementation - Through implementing agency.
				State	District			Name	CSR
									registration
									number
					Not Applicable

(d) Amount spent in Administrative Overheads: Nil (e) Amount spent on Impact Assessment, if applicable: Nil

(f) Total amount spent for the Financial Year (8b+8c+8d+8e) : N.A.

(g) Excess amount for set off, if any

Sl. No. Particular	Amount (in )
(i) Two percent of average net profit of the company as per section 135(5)	N.A. (Company has average net loss)
(ii) Total amount spent for the Financial Year	N.A
(iii) Excess amount spent for the financial year [(ii)-(i)]	0
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	0
(v) Amount available for set off in succeeding financial years [(iii)-(iv)]	0

9. (a) Details of Unspent CSR amount for the preceding three financial years:

Sl. No.	Preceding Financial Year	Amount transferred to Unspent CSR Account under section 135(6) (in )	Amount spent in the reporting Financial Year (in )	Amount transferred to any fund specified under Schedule VII as per section 135(6), if any.			Amount remaining to be spent in succeeding financial years. (in )
				Name of the Fund	Amount (in )	Date of transfer
1.	2021-22	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.
2.	2022-23	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.
3.	2023-24	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.
	Total	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)
Sl. No.	Project ID.	Name of the Project.	Financial Year in which the project was commenced	Project duration	Total amount allocated for the project (in )	Amount spent on the project in the reporting Financial Year (in )	Cumulative amount spent at the end of reporting Financial Year. (in )	Status of the project - Completed/ Ongoing
1	N.A.	Establishment & running of Nursery Schools	2015-16	Continuous	Total CSR Contribution	NIL	3,54,33,000	Ongoing
	Total					Nil	3,54,33,000

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details) : No Assets Created During the Year (a) Date of creation or acquisition of the capital asset(s): N.A.

(b) Amount of CSR spent for creation or acquisition of capital asset: N.A.

(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc: N.A. (d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset): N.A.

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5) : N.A.

ANNEXURE IIA TO BOARDS REPORT

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31-03-2025

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members, Ansal Housing Limited

606, 6th Floor, Indra Prakash Building, 21, Barakhamba Road, New Delhi-110001

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Ansal Housing Limited (hereinafter referred to as "the Company", CIN-L45201DL1983PLC016821. Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31-03-2025, complied with the statutory provisions listed hereunder and also that the Company has proper Board Processes and compliance mechanism is in place to the extent, in the manner and subject to the reporting made hereinafter: A. I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31-03-2025 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings.

(v) The following Regulations and Guidelines, as amended from time to time and as prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act): (a) SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011; (b) SEBI (Prohibition of Insider Trading) Regulations, 2015; (c) SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018; (d) SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (e) SEBI (Issue and Listing of Non- Convertible Securities) Regulations, 2021; (f) SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (g) SEBI (Delisting of Equity Shares) Regulations, 2021; (h) SEBI (Buy-back of Securities) Regulations, 2018 and; (i) SEBI (Depositories and Participants) Regulations, 2018.

(vi) The other laws specifically applicable to the Company namely-

(a) The Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996; (b) Transfer of Property Act 1882 and; (c) Real Estate (Regulation and Development) Act, 2016.

(vii) (a) Secretarial Standards issued by The Institute of Company Secretaries of India, with respect to Board and General Meetings.

(b) Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations 2015, pertaining to listed equity shares of the Company at NSE and BSE.

B. During the period under review, the Company has complied with the provisions of the applicable Laws, Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except and to the extent mentioned below:

(a) Labour Cess amounting to Rs. 721.09 Lakhs unpaid as on March 31, 2025, is required to be deposited under The Building and Other Construction Workers Welfare Cess Act, 1996. The Company is making delayed payments and wherever required with payment of delayed fees or interest thereon as per the applicable Laws. As apprised by the management of the company, Labour Cess is generally paid by the company when the assessment in respect of the same is completed by the concerned authority in the relevant project for which Labour Cess is being accrued by the company.

(b) Interest on Provident Fund to the tune of Rs. 89.73 Lakhs is unpaid as on March 31, 2025. However, the Company has raised this issue with the Provident Fund Department since the interest relates to the pandemic period.

(c) There are statutory dues namely Income Tax, Punjab VAT, UP VAT and MP VAT, GST, Stamp duty, which are disputed and unpaid as on March 31, 2025.

(d) There are dues on account of External Development Charges which are outstanding and unpaid as on March 31, 2025.

(e) 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 April 1, 2016 in view of non-availability of deposit insurance which was a mandatory condition for acceptance/renewal of deposits.

The company during the earlier and previous year has entered into full and final settlement of the balance of the maturity amount and issued postdated cheques (PDC) to substantial depositors and the same has been duly agreed and accepted by the respective depositors.

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 provisions of the Act.

As on March 31, 2025, there are only unclaimed deposits and the outstanding amount other than unclaimed is Nil.

(f) There were instances of some delays in offer of possession of booked units to the buyers in some of the projects of the Company. As a result, some of the home buyers had approached RERA Authority claiming compensation due to delay in possession of the unit booked by them. The RERA Authority, in some cases has directed the Company to compensate the buyers and the same has been paid/settled by the Company from time to time.

(g) A complaint against the Company has been filed by HSPCB (Haryana State Pollution Control Board) /MOEF (Ministry of Environment, Forest and Climate Change) under Section 15 read with Section 19 under Environment Protection Act, 1986 for commencing construction without obtaining environment clearance in terms of notification SO/1533 dated September 14, 2006. As per the complaint, the Company has violated the provisions of Clause 8A and 8B of the said notification. The matter was pending before the presiding officer Environment Court, Kurukshetra which has now been transferred to District Court, Karnal.

The Company has filed an appeal before the National Green Tribunal under Section 16(g) read with Section 18(1) of the National Green Tribunal Act (NGT Act), 2010 against the order passed by SEIAA dated June 21, 2023 for alleged illegal construction by the Company at Karnal which is not in accordance with provisions of EIA Notification, 2006.

I further report that: a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. During the period under review, Mr. Kushagr Ansal was re-appointed and re-designated as the ‘Managing Director & CEO of the Company, from his current designation of ‘Whole Time Director & CEO, with effect from October 1, 2024 for a period of 3 years with a remuneration as per the provisions of Section 197 and Schedule V of the Companies Act, 2013 and as approved by the shareholders. b) Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members views, wherever made, are captured and recorded as part of the minutes. c) I further report that there are adequate systems and processes in the company commensurating with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. d) During the year under review, the Suraksha ARC (acting as Trustee of Suraksha ARC - 047 Trust), to whom IFCI Limited had assigned its outstanding debts totaling Rs.151.04 Crores (including interest) via assignment agreement dated September 6, 2023, executed a Restructuring Agreement on June 3, 2024, and restructured the said outstanding debt at Rs. 68.25 Crores.

e) During the year under review, the Suraksha ARC (acting as Trustee of Suraksha ARC - 034 Trust) in favour of whom Housing Development Finance Corporation (HDFC) Limited had assigned its debt, which was previously restructured on April 06, 2020 executed a Restructuring Agreement on August 30, 2024 and restructured the said outstanding debt at Rs. 169 Crores effective from April 01, 2024. f) The Company has defaulted in the repayment of dues including interest to the financial institutions and others during the year and necessary disclosures in this respect have made to the Stock Exchanges. g) The Company is in collaboration with Samyak Projects Private Limited ("Samyak") for developing a project at Ansal Hub 83–II (Ansal Boulevard), Gurugram. Samyak took an Inter Corporate Deposit of Rs 2,500 Lakhs from the Company to make the payment related to the project under a collaboration and failed to discharge its obligations for the repayment. The Company has approached the NCLT for initiation of the Corporate Insolvency Resolution Process (CIRP) which has been dismissed by the Honble NCLT vide order dated February 28, 2023. Against the said order the Company has filed an appeal in Honble National Company Law Appellate Tribunal (NCLAT) which was disposed off stating that company has the liberty to exhaust other remedies before any other appropriate forum. Consequently, the company filed an application before the Honble Supreme Court which vide order dated March 12, 2024 also upheld the order of the NCLAT. Presently the company is in the process of filing a civil suit for recovery and the management is of the view that the full amount of Rs. 5,795.20 Lakhs (including accrued interest till 31/03/2020) is recoverable from the party and hence no provision for the same has been made in the books of accounts. Further company has not recognized the interest income amounting to Rs. 5,133.50 Lakhs and Rs. 3,942.71 Lakhs for the year ended March 31, 2025 and March 31, 2024 respectively due to the uncertainty of the realization of income as per Ind AS 115, "Revenue from Contract with Customer". h) In the matter of an arbitration between the Company and Samyak Projects Private Limited, the Arbitral Tribunal vide order dated June 14, 2024, has initiated the forensic audit in order to determine and settle some claims and counterclaims of both the parties.

The Arbitral Tribunal vide order dated May 22, 2024, appointed Grant Thornton as the auditors to undertake the forensic audit of the relevant records in the projects of the Company i.e., Ansal Boulevard, Sector 83, Gurugram, Ansal Hub, Sector 83, Gurugram, Ansal Height, Sector 86, Gurugram and Ansal Height, Sector 92, Gurugram. i) During the year, a case for restoration of petition for initiation of CIRP against Ansal Housing Limited ("the Company") under Section 7 of Insolvency and Bankruptcy Code, 2016, titled "Rajiv Kumar Mahajan AND ORS VS Ansal Housing Limited" having Case No. IA (I.B.C) - 48/2025, [Rst.A (I.B.C) - 115/2024 (pertaining to the restoration of the main Company petition Case No. C.P. (I.B)-1369/2019)] was filed and the same is still pending for disposal before the Honble NCLT, New Delhi Bench.

I have conducted physical as well as online verification and examination of records as facilitated by the Company for the purpose of issuing this Report.

ANNEXURE A TO SECRETARIAL AUDIT REPORT

To,

The Members, Ansal Housing Limited

606, 6th Floor, Indra Prakash Building, 21 Barakhamba Road, New Delhi-110001 CIN: L45201DL1983PLC016821

My report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Wherever required, I have obtained the Management representation about the compliance of applicable laws, Acts, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, Acts, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

ANNEXURE IIB TO BOARDS REPORT

Form MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2024-25

[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members, Geo Connect Limited

606, 6^th Floor, Indra Prakash, 21 Barakhamba Road, New Delhi -110001

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by GEO CONNECT LIMITED (hereinafter called the "Company") having CIN U74899DL1999PLC101065. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended March 31, 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms, returns filed and other records maintained by GEO CONNECT LIMITED (the "Company") for the financial year ended on March 31, 2025 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder; (not applicable to the Company during the Audit period)

(iii) The Depositories Act, 1996 and the Regulations and Bye-Laws framed thereunder; (not applicable to the Company during the Audit period)

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (not applicable to the Company during the Audit period) (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI ACT) are not applicable to the Company during the Audit period):-a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and amendment made thereunder; b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendment made thereunder; c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; e) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,1993 regarding the Companies Act and dealing with client; g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; and h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 and amendment made thereunder (vi) Other laws as applicable specifically to the Company based on the Sector in which the Company Operates:

1. Acts as prescribed under Direct Tax and Indirect Tax;

2. The Sexual Harassment of Women at work place (Prevention, Prohibition & Redressal) Act, 2013;

3. The Employees Provident Fund and Miscellaneous Provisions Act 1952.

Compliances/processes/systems under other specific applicable Laws (as applicable to the industry) to the Company are being verified on the basis of periodic certificate under Internal Compliance System submitted to the Board of Directors of the Company.

In respect of other laws specifically applicable to the Company, I have relied on information/records produced by the Company during the course of my audit and the reporting is limited to that extent.

I have also examined compliance with the applicable clauses of the following:

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

• Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations 2015, pertaining to the material unlisted subsidiary of Ansal Housing Limited (Listed on BSE and Listed on NSE till 19^th October, 2022).

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that:

The Board of Directors of the Company is duly constituted with proper composition of Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Goods and Service Tax (GST) and other material statutory dues applicable to it.

I further report that during the audit period, no specific events / actions having a major bearing on the companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above has occurred in the company.

ANNEXURE-III TO BOARDS REPORT

Form No. AOC-2

[Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014]

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arms length basis entered into by the Company during the period from 01.04.2024 to 31.03.2025: NIL

Sl. No.	Particulars	Details
a)	Name (s) of the related party & nature of relationship	NA
b)	Nature of contracts/arrangements/transaction	NA
c)	Duration of the contracts/arrangements/transaction	NA
d)	Salient terms of the contracts or arrangements or transaction including the value, if any.	NA
e)	Justification for entering into such contracts or arrangements or transactions.	NA
f)	Date of approval by the Board.	NA
g)	Amount paid as advances, if any.	NA
h)	Date on which the special resolution was passed in General meeting as required under	NA
	first proviso to Section 188.

2. Details of material contracts or arrangements or transactions at arms length basis entered into by the Company during the period from 01.04.2024 to 31.03.2025: NIL

Sl. No.	Particulars	Details
a)	Name (s) of the related party & nature of relationship	NA
b)	Nature of contracts/arrangements/transaction	NA
c)	Duration of the contracts/arrangements/transaction	NA
d)	Salient terms of the contracts or arrangements or transaction including the value, if any.	NA
e)	Date of approval by the Board.	NA
f)	Amount paid as advances, if any.	NA

ANNEXURE IV TO BOARDS REPORT

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are given below:

1. Ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year 2024-25:

Name of director	Designation	Ratio of remuneration of director to median remuneration of employees
Mr. Kushagr Ansal	Managing Director & CEO	4.77:1

2. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, in the Financial Year 2024-25:

Name	Designation	Percentage increase/decrease in remuneration during FY 2024-25
Mr. Kushagr Ansal	Managing Director & CEO	Not comparable
Mr. Tarun Kathuria	Chief Financial Officer	10.32%
Mrs. Shalini Talwar	Company Secretary	Not comparable

Notes: a. The details with regard to Non-Executive Director and Non-Executive Independent Directors are not applicable as they have not received any remuneration except sitting fees for attending Board/ Committee meetings. b. Mr. Kushagr Ansal, Managing Director & CEO of the Company did not receive any remuneration during the Financial Year 2023-24.

Hence, the percentage increase/decrease in remuneration during the Financial Year 2024-25 is not comparable with that of the previous year. c. Mrs. Shalini Talwar was appointed as Company Secretary w.e.f. 17^th December, 2023 in place of Mr. Som Nath Grover, who resigned from the said position on 16^th December, 2023. Hence, the percentage increase/decrease in remuneration of Mrs. Shalini Talwar during the Financial Year 2024-25 is not comparable with the previous year, as she held the office for only part of the Financial Year 2023-24.

3. The percentage increase in the median remuneration of employees in the Financial Year 2024-25: Increased by 9.16%

4. The number of permanent employees on the rolls of Company as on 31.03.2025: 193

5. Average percentile increase already made in the salaries of 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:

Particulars	Percentile increase/decrease in remuneration	Remarks
Average remuneration of all employees other than the key managerial personnel	9.08%	The remuneration increases are justified based on overall Company performance and individual responsibilities.
Managing Director & CEO	Not Comparable	He was not drawing remuneration in the previous financial year (2023-24) and was re-appointed with remuneration during Financial Year 2024-25.
CFO	10.32%	In line with the general salary revision policy of the Company, considering performance and industry benchmarks.
CS	Not Comparable	She was appointed w.e.f. 17.12.2023 and hence held office for part of the financial year 2023-24.

The increments given are based on performance, industry standards, and the overall financial position of the Company. No exceptional circumstances warranted a disproportionate increase in managerial remuneration.

6. The Company affirms remuneration is paid as per the remuneration policy of the Company.

ANNEXURE V TO BOARDS REPORT

Information as per Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of Boards Report for the year ended on 31^st March 2025

The Statement showing the names of top ten employees in terms of remuneration drawn in the company in the prescribed form as given under: A. Employed for the whole financial year

Name of the Employee	Designation	Nature of Employment	Qualification	Gross Remuneration ()	Experience (Yrs.)	Date of Com- mencement of employment (years)	Age (years)	Last Employment and position	Relationship with director	% of equity shares held by the employee in the Company as on 31.03.2025
Mr. Tarun Kathuria	Chief Financial Officer	Permanent	B. Com (H), FCA	47,86,147	36	01.04.1997	59	Dy. Finance Controller with Som Dutt Finance Ltd.	N.A.	Nil
Mr. Vijay Mahajan*	V. P. (Sales & Accounting)	Permanent	B.Com (H), FCA	39,16,997	32	04.04.2007	58	Finance Manager with Malsons Trading Co. , Dubai	N.A.	Nil
Mr. Sudarshan Singh Kaushik	Sr. V. P. (Taxation)	Permanent	M.Com, LLB, FCA	39,12,129	40	06.08.2007	63	D.G.M.(Taxation) with Angelique International Ltd., New Delhi	N.A.	Nil
Mr. Karun Ansal	President (Projects)	Permanent	B Sc. (Marketing), M.B.A. (Finance)	36,00,000	17	01.10.2008	42	Vice President, Geo Connect Limited	Brother of Mr. Kushagr Ansal, MD & CEO	1.77
Mr. Sabu Thomas	Sr. V.P. (HR & Admin/ Facilities)	Permanent	B.Com, PGDM	31,50,720	35	01.08.2005	58	Associate Director (BD) with Hyatt Regency	N.A.	Nil
Mr. Vijay Singh Charan	Addl. V. P. (Projects)	Permanent	Diploma in Civil Engineering	26,66,432	38	01.12.1989	61	Junior Engineer in Habital Resort Private Limited, Nehru Place Delhi	N.A.	Nil
Mr. Vipin Mehta	V.P.(Marketing)	Permanent	B.Com, PGDM	25,59,036	28	02.08.2004	50	Manager – Advertising with the Franchising World	N.A.	Nil
Mr. Aditya Kumar Gupta	Addl. V. P. (Services)	Permanent	B.E. (Elect.)	24,91,680	31	21.06.2010	52	Vice President with Amber Electrotech Limited	N.A.	Nil
Ms. Ranjita Krishna	V. P. (Marketing)	Permanent	MBA (Marketing)	24,77,340	33	27.12.2006	58	Sr. Brand Manager with DLF Retail Developers Limited	N.A.	Nil
Mr. Vineet Miglani	Sr. G.M (Finance)	Permanent	B.com (H), MBA/ (Finance), C.A	19,43,136	23	11.08.2006	45	Ass. Finance Controller - Mount Shivalik Industries Limited	N.A.	Nil

B. Employed for the part of financial year

Name of the Employee	Designation	Nature of Employment	Qualification	Gross Remuneration ()	Experience (Yrs.)	Date of Com- mencement of employment (years)	Age (years)	Last Employment and position	Relationship with director	% of equity shares held by the employee in the Company as on 31.03.2025
					Nil

NOTES:

1. Mr. Vijay Mahajan, V. P. (Sales & Accounting) and Senior Management passed away on 27^th April, 2025.

2. Gross remuneration includes Basic Salary, House Rent Allowance (HRA), City Compensatory Allowance (CCA), Vehicle Allowance and Leave Travel Allowance (LTA).

3. There is no employee who holds by himself or along with his spouse and dependent children, not less than 2% Equity shares of the Company.

4. Terms of employment of all the aforesaid employees are permanent in nature.