ansal properties infrastructure ltd Directors report

B. Ansal Urban Condominium Private Limited:

DISCLOSURE ON MATERIAL IMPACT OF COVID-19 PANDEMIC ON THE BUSINESS AND OPERATIONS OF THE COMPANY

The outbreak of Coronavirus (COVID -19) pandemic globally and in India has already caused a significant disturbance and slowdown of economic activities. Different variants of COVID-19 have significantly impacted the business operations of the companies, by way of interruption in production, supply chain disruption, unavailability of personnel, closure / lock down of production facilities etc.

During the Financial years 2021 and 2022, COVID-19 has severely hit residential real estate business and the sector has come to a standstill. Currently, the sector is still recovering from the COVID-19 pandemic. The sector has pinned its hopes on Government intervention to salvage the loss created by the COVID 19 crisis with its substantial fiscal stimulus to get the growth trajectory back on track.

Consequently, the Company business activities have also been affected. The Company will continue to closely monitor any material changes to future economic conditions.

LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 (the Act) read with the Companies (Meetings of Board and its Powers) Rules, 2014, as amended, from time to time, as on the 31^st March, 2023, are set out in the Standalone Financial Statements forming part of this Annual report.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of your Company for the Financial year 2022-23 have been prepared in accordance with the applicable provisions of Companies Act, 2013, Rules made thereunder, Indian Accounting Standards (IND -AS) and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, as amended ("Listing Regulations"), and are forming part of this Annual Report.

FIXED DEPOSITS

As on the 31^st March, 2023, fixed deposits stood at approx. Rs. 83.58 crores as against Rs. 86.24 crores in the previous year. After the Financial year and till the date of this Report, fixed deposits stood at approx. Rs. 80.41 crores.

As already reported earlier, the Company could not able to comply with the provisions of Section 73 and other applicable Sections of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and therefore the Company had w.e.f. the 01^st April, 2014, stopped accepting/renewing fixed deposits.

Since, the Company was unable to make payments to its fixed deposit holders as per schedule mentioned in its Fixed Deposit Schemes due to fund constraints arising out of continued and severe downturn in the real estate market, a revised schedule of payment of fixed deposits was approved by the Honble Company Law Board, New Delhi Bench (CLB) vide its Order dated the 30^th December, 2014.

The Fixed Deposit Repayment Scheme as sanctioned by the CLB was modified by the Honble National Company Law Tribunal (NCLT), from time to time, with last modification given vide Order dated the 20^th February, 2020, in terms of which repayment under the said scheme was extended up to the 31^st July, 2020 and the Company was exempted from maintaining Liquid assets till the 31^st March, 2021.

Subsequently, due to ongoing liquidity problems, fresh petition/s had been filed in February, 2022 before NCLT, among others, for requesting NCLT to reduce monthly payments of fixed deposits and its rate of interest.

In compliance to the NCLT Order dated the 10^th February, 2022, notices were published in the different regional newspapers of various states on the 24^th March, 2022 and individual notice was given to depositors whose e-mails ids were available with the Company, to enable them to know about the aforesaid prayers and to file their objections, if any. Objection/s filed by some of the fixed depositors were noted by the NCLT.

Thereafter, the application, in pursuance to the Order of the NCLT dated the 25^th May, 2023, was filed before the Honble National Company Law Appellate Tribunal, Principal Bench, New Delhi (NCLAT), by which the NCLT has specifically directed the Company Secretary of the Company to file an application for seeking necessary directions for making the payments to the Applicant-deposit holders (i.e. whose company petition/s, were pending before NCLT, as on the 25^th May, 2023, for repayment of fixed deposits) as hardship cases. NCLAT has approved the payment of said cases under Hardship on the 18^th August, 2023. Thereafter, the Company has made the payment to said Applicants.

The next date of hearing before NCLT is the 10^th April, 2024.

Further, provisions of Sections 73 to 76 or any other relevant provisions of the Act, whichever is applicable are being complied by the Company during the Financial year 2022-23 except the Company has not maintained the liquid assets as required under Section 73(2) of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, for which the Company has already filed the exemption application before the NCLT.

Details relating to deposits covered under the aforesaid Rules are as follows:

Deposit accepted during the year: Nil

Remained unpaid or unclaimed (Principal amount) as at the end of the year: Rs. 83.58 (subject to NCLT orders)

Deposit accepted before the 01^st April 2014 is in compliance with the requirements of the Companies Act, 1956 and Rules there under. The Company will make endeavour that all Fixed deposits which are due but not paid shall be paid in compliance with the NCLT orders.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as mentioned in the Report, No Material changes and commitments have occurred between the end of Financial year 2022-23 and the date of this Report which could affect the financial position of the Company except as discussed herein.

DEVELOPMENT IN BUSINESS OPERATIONS / PERFORMANCE

There has been no change in Nature of Business of the Company during the Financial year 2022-23.

During the last 56 years, it had been and presently engaged in the field of housing and real estate business covering development of Hi-Tech and integrated townships and other large mixed-use and stand-alone developments in the residential, commercial, and retail segments. The business is being carried on by the Company on its own as well as through various subsidiaries, associates and collaborations etc. The projects of your Company are located in the Delhi National Capital Region, the States of Uttar Pradesh, Haryana, Rajasthan and Punjab.

Managements Discussion and Analysis Report forming part of the Directors Report, provide a broad overview of the Global economic scenario and the Indian economy situation and more particularly the status of the real estate sector prevailing in the Country which have and shall have an impact on the nature of the Companys business and generally in the class of business in which the Company has interest.

A. In relation to UP RERA Projects (1) UPRERAPRJ4754 (2) UPRERAPRJ3331 (3) UPRERAPRJ9594 (4) UPRERAPRJ7090 (5) UPRERAPRJ7122, located at Lucknow, has been deregistered by UPRERA and the company has filed the appeal with RERA Appellate Tribunal on various grounds. Next hearing before Appellate Tribunal is awaited due to vacation of court. In respect of project hearing RERA No. UPRERAPRJ 10009-completion has been applied to Lucknow development Authority and information has been given to RERA Authorities. (7) UPRERAPRJ10150-as per direction of RERA Authority, the project audit has been completed by M/s. Asija Associates and the report has been submitted to RERA.

B. The proceedings before the Honble National Green Tribunal, New Delhi ("NGT" or "Honble Tribunal") arising out of an Application filed by one Shri Praveen Kakar in September, 2018. The allegations levelled against Ansal Properties & Infrastructure Limited ("Company") were that the Company was violated environmental laws at Sushant Lok-I, Gurgaon, Haryana.

The NGT vide its Order dated the 05^th February, 2020 directed recovery of environment compensation amounting approx. Rs. 16.72 crores without affording any opportunity to the Company for hearing /clarification with respect to the reports so submitted by the Committee.

Aggrieved by the Order dated the 05^th February 2020, the Company preferred two separate Special Leave Petitions before the Honble Supreme Court. The Honble Supreme Court vide its Order dated the 14^th October, 2020 directed the parties to maintain status quo. Despite the fact that the Honble Supreme Court had directed maintenance of status quo vide its Order dated the 14^th October, 2020, the Central Pollution Control Board again vide its letter dated the 07^th June, 2022 directed the Company to pay/deposit, a whooping amount of Rs. 100 crores as environment compensation (without any basis).

There has been neither any violation of any environmental laws nor causing of any type of environmental pollution and the matter is already Sub-Judice before the Honble Supreme Court. The Company has already filed the petition before the Honble Supreme Court against the directions in this regard.

Other than what have been disclosed above in the immediately preceding paragraph, no significant and material order has been passed by the Regulators or Courts or Tribunal affecting the going concern status and the Companys operations in future.

REAL ESTATE SECTOR

Real estate is the second largest sector in India after agriculture in terms of providing employment opportunities. The growth of the real estate market in the country is supported by increasing industrial activities, rapid urbanization, and improved income levels. This is further contributing to the economy of the country.

The real estate market in India was affected by the COVID-19 pandemic. The post-pandemic picture for real estate sector is a paradigm shift from before. The pandemic has reinstated the importance of home ownership and the attitude of customers

towards residential properties has seen a substantial shift. Preference for larger sized apartments, inclination towards reputed developers and a rising demand for townships projects are just some of the emerging trends.

Your Company has at present projects under various stages of implementation across residential, commercial, retail and others. It focuses on mixed use development, particularly in residential projects. Within the residential asset class, the projects of the Company range from large-scale integrated townships to mixed use and stand-alone detached single and group housing, as well as serviced plots. Your Company continues to follow the strategy of developing integrated townships in key cities in North India.

Townships

Details of major projects / townships of your Company are discussed in Management Discussion and Analysis Report which forms a part of this Annual Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Section 124 and 125 of the Companies Act, 2013 read with the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016/ Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001 and other applicable provisions, during the Financial year 2022-23 there was no unclaimed dividend amount or shares that were required to be transferred to the Investor Education and Protection Fund (IEPF) established by Central Government.

The Company has appointed, Shri Abdul Sami, General Manager (Corporate Affairs) and Company Secretary, a Nodal Officer under the provisions of IEPF, the details of which are available on the website of the Company under Investors section.

CORPORATE SOCIAL RESPONSIBILITY {CSR}

The Composition of the said Committee and other particulars are mentioned in the Corporate Governance Report which forms part of this Annual Report.

Annual Report on the Corporate Social Responsibility Activities for the Financial year ended on the 31^st March, 2023.

The CSR report for the Financial year ended 31^st March, 2023, is attached as Annexure - A to the Boards Report.

Your Company collaborates with social, charitable and NGOs which are similarly engaged in pursuit of upliftment of under- privileged sections of the society.

A. EDUCATION

Education imparts not just knowledge but nurtures an individuals evolution for the future. The key factor of knowledge is at core of all development efforts in advancing economic and social well-being in an emerging nation like India.

Your Company, through its associates has ushered in the field of education and has built eminent institutes.

B. RESEARCH & RESOURCES CONSERVATION

Your Company recognizes the relationship of business sustainability with resources management and is committed to supervise and conserve the amount of water and electricity used across its project sites at the time of construction. It has installed Solar Power Plants at some of its location with view of generating clean energy for internal consumptions.

C. COMMUNITY DEVELOPMENT INITIATIVES

Your Company contributes to and invests in communities in and around its project sites. Under this endeavour, several initiatives have made a lasting impact on the economic, environmental and social conditions of local people. Some such initiatives are:

+ Tree plantations

+ Construction of roads, sanitation facilities and temples + Blood Donation Camps

D. HOUSING FOR ECONOMICALLY WEAKER SECTIONS ("EWS") OF THE SOCIETY

Many plots/flats are reserved for Economically Weaker Sections of the society, in the townships of your Company, which are in the process of development. The plots/flats were allotted through open public lottery system at highly subsidised rates with easy interest free instalments. The affordable homes are being developed in the projects at Uttar Pradesh and Rajasthan.

E. SENIOR CITIZEN HOME

A plot of 1000 sq.m. was donated in the past to establish a Senior Citizens Home in Palam Vihar, Gurugram, Haryana. Free technical and engineering support was provided to build this home called "Chiranjiv Karam Bhoomi". Several senior citizens are staying in this home which is being run by Divya Chaya Trust comprising Dr. (Mrs.) Kusum Ansal, wife of Shri Sushil Ansal, Promoter of the Company and other members of the Trust.

AUDIT COMMITTEE

The composition of the Audit committee is covered under the Corporate Governance Report which forms the part of this Annual Report. All the recommendations given by the Audit Committee were accepted by the Board.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial control with reference to financial statements. The Board of Directors had earlier noted/approved the policies and procedures adopted by the Company for ensuring an orderly and efficient conduct of its business, including adherence to Companys policies, the 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.

SUBSIDIARY COMPANIES AND OTHER ASSOCIATE COMPANIES

Your Company has 70 (Seventy) Subsidiary Companies at the end of the Financial year 2022-23.

At the end of the Financial year 2022-23, Ansal Landmark Townships Private Limited, which was a subsidiary of the Company, has transferred its 100 % investment in the Equity shares of Ansal Landmark Townships (Karnal) Private Limited (Ansal Landmark Karnal) on the 31^st March, 2023. Further, Ansal Landmark Karnal has following wholly owned subsidiary companies, therefore, by virtue of above transfer of shares all the following companies, including Ansal Landmark Karnal ceased to be the subsidiaries of the Company:

1. Lilac Real Estate Developers Private Limited

2. Aerie Properties Private Limited

3. Arena Constructions Private Limited

4. Arezzo Developers Private Limited

5. Vridhi Properties Private Limited

6. Vriti Construction Private Limited

7. Sphere Properties Private Limited

8. Sia Properties Private Limited

9. Sarvsanjhi Construction Private Limited

Ansal Urban Condominium Private Limited (AUCPL) is a Subsidiary of Ansal Landmark Township Private Limited, which is a subsidiary of the Company. However due to the provisions of IND-AS, AUCPL (currently under Corporate Insolvency Resolution Process) is treated as Joint Venture Company for consolidation of its financial statements with the Company.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiary / associate companies in Form AOC-1 is provided at the end of the Consolidated Financial Statement and hence not repeated in this Report.

For the highlights/ performance of each of the subsidiaries/ associate companies, and their contribution to the overall performance of the Company during the period under report, the members are requested to refer to the Consolidated Financial Statement of the Company along with the statement in Form AOC-1 (as mentioned aforesaid) forming part of this Annual Report.

BOARD MEETINGS

During the Financial year under review, 06 (Six) meetings of the Board of Directors were duly held on the 26^th May, 2022, 06^th July, 2022,12^th August, 2022, 19^th October, 2022, 03^rd November, 2022 and 12^th November, 2022 and the details of the meetings are covered under the Corporate Governance Report which forms the part of this Annual Report. No Board Meeting was held in the last quarter of Financial year 2022-23 due to the initiation of Corporate Insolvency Resolution Process on the 16^th November, 2022 and non- clarity of the status of Board of Directors of the Company.

Resignation/End of tenure

Shri Sushil Ansal (DIN: 00002007) vide his resignation letter dated the 23^rd May, 2022 (received by the Company on the 24^th May, 2022) has resigned from the positions of Chairman & Whole Time Director of Ansal Properties and Infrastructure Limited with immediate effect, due to age factor and deteriorating medical condition. Your Board placed on record their appreciation for the invaluable contributions made by him during his marathon tenure of more than five decades with the Company.

Smt. Jagath Chandra (DIN:07147686), Non-Executive and Independent Director of the Company, was appointed for a term of 03 (three) years from 10^th November, 2020 till the 09^th November, 2023 by the Board of Directors and approved by the Shareholders of the Company on the 28^th September, 2020. Her Second term of appointment was completed, therefore, she ceased to be the Non-Executive and Independent Director of the Company, w.e.f. the 09^th November, 2023.

Shri Kulamani Biswal (DIN: 03318539) Non-Executive and Independent Director of the Company vide his e-mail dated the 31^st January, 2023 has resigned from the position of Non-Executive Independent Director of the Company with immediate effect due to personal and unavoidable circumstances. Shri Kulamani Biswal has not provided confirmation that there is no other material reason other than those provided in his resignation letter dated the 31^st January, 2023.

Dr. Satish Chandra (DIN: 02835841), Non-Executive and Independent Director of the Company, was appointed for a term of 03 (three) years from the 13^th November, 2019 till the 12^th November, 2022 by the Board of Directors and approved by the Shareholders of the Company on the 28^th September, 2020. His term of appointment was completed, therefore, he ceased to be the Non-Executive and Independent Director of the Company, w.e.f. the 12^th November, 2022.

Appointment;

To meet the requirement of optimum combination of Executive and Non-Executive Directors on the Board, your Board of Directors, on the approval of the nomination and remuneration committee, have approved the appointment of: -

1. Shri Anoop Sethi (Din: 01061705) as Whole Time Director and Chief Executive Officer (CEO) of the Company w.e.f. 11^th February, 2022 and re-designation/appointment as Managing Director and CEO of the Company w.e.f. 26^th May, 2022. His appointment and re-designation/appointment were approved by the shareholders on the 14^th March, 2022 and 27^th June, 2022, respectively, through postal ballots. Due to his resignation he ceased to be Managing Directors and CEO of the Company w.e.f 14^th March, 2023 (as per the recommendation of the nomination and remuneration committee and approved by the Board of Directors at their meeting held on the 23^rd March, 2024) and director of the Company w.e.f the 23^rd March, 2024.

2. Shri Sandeep Kohli (Din: 00300767), as Chairman and Non-Executive and Independent Director of the Company w.e.f the 26^th May, 2022. In the opinion of the Board, Shri Sandeep Kohli fulfils the conditions specified in the Act and the

Companies (Appointment and Qualification of Directors) Rules, 2014 and The Companies (Accounts) Rules, 2014 and Listing Regulations for appointment as Non- Executive Independent Director and he is independent of the Management and Promoters and person of high integrity and possesses required knowledge, expertise, skills and experience etc. His appointment as Chairman and Non-Executive and Independent Director of the Company was approved by the shareholders, by way of passing an Ordinary Resolution, on the 27^th June, 2022 through postal ballot (with more than 99.99 % of the votes were cast in favour of his appointment). However, as per the requirements of Regulation 25(2A) of the LODR Regulation, specifically Special Resolution is required to be passed for his appointment. Therefore, in compliance with the provisions of Regulation 25(2A) of the LODR Regulation, the appointment of Shri Sandeep Kohli, as Chairman and Non- Executive Independent Director, effective w.e.f. the 26^th May 2022, approved by the members on the 27^th June, 2022 was ratified and confirmed w.e.f. the 26^th May 2022 for a period of three consecutive years, by way of passing a Special Resolution on the 28^th September, 2022. Due to his resignation he ceased to be Chairman and Non-Executive and Independent Director of the Company w.e.f 23^rd March, 2024.

3. After the closure of Financial year 2022-23, the following Directors were appointed/re-designated, details of which are given in the Notice of this 56^th Annual General Meeting of the Company:-

Declaration by Independent Directors

The Company, for the Financial Year 2022-23, has received the declaration from the Independent Directors, under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and the Listing Regulations and are not debarred from holding the office of directors pursuant to any SEBIs Order or any other authority. Moreover, as per their declaration they are not disqualified to become directors under the Act and rules.

Retiring by Rotation and Re-appointment of Director

In terms of Section 152 of Companies Act, 2013 ("Act") not less than 2/3^rd of the total number of Directors of a public Company shall be persons whose period of office as Directors is liable to determination by retirement by rotation and out of such number of directors, 1/3^rd nos. of directors shall retire from office at every Annual General Meeting. The Independent Directors are to be excluded from the calculations of rotational and non-rotational directors.

In terms of the said provisions of the Companies Act, 2013 and its Rules and the Articles of Association of the Company, Shri Pranav Ansal, Chairman and Whole Time Director is due to retire by rotation at the ensuing AGM. Being eligible He offers himself for re-appointment. The matter of re-appointing him is included in the Notice of this 56^th Annual General Meeting.

Brief profile of the Directors proposed to be appointed/re-appointed is annexed to the Notice of this 56^th Annual General Meeting.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In compliance with the provisions of the Companies Act, 2013, Rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (Listing Regulations), Nomination and Remuneration Committee at their meeting held on the 12^th August 2014 had laid down the criteria for performance evaluation of the Board, its Committees and Directors which was also approved by the Board of Directors. The said criteria have been amended and approved by the Board of Directors at their meeting held on the 12^th August 2021.

Due to the initiation of Corporate Insolvency Resolution Process, the Annual Performance Evaluation of the Board, its Committees and each Director were not carried for the Financial year 2022-23.

The criteria for Performance Evaluation of Board & Independent Directors (duly reviewed), is also available on the website

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the Financial year 2022-23 with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy of the Company on Materiality of Related Party Transactions, therefore the information required under form no. AQC 2 is Not applicable. The transactions with Related Parties as per requirement of Indian Accounting Standard -24 are disclosed in Notes 63(b) of Balance Sheet forming part of the Annual Report. The details of the Related Party transactions and information are placed before the Audit Committee and the Board of Directors, from time to time, in compliance with the Listing Regulations and Sections 177 and 188 of the Companies Act, 2013 and its Rules and listing Regulations.

RISK MANAGEMENT

The Audit Committee/ Board of Directors review the efficacy of the Enterprise Risk Management process, the key risks associated with the business of your Company and the measures in place to mitigate the same.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance with the provisions of the Section 177 of the Companies Act, 2013 and Regulation 22 of Listing Regulations, the Board of Directors have approved the Vigil Mechanism/ Whistle Blower Policy at their meeting held on the 12^th August, 2014. The said Policy has been duly amended and approved by the Board of Directors at their meeting held on the 12^th August 2021.

In exceptional cases, where a whistle blower, due to the gravity and seriousness of the concern or grievance or due to his/ her being not satisfied with the outcome of the investigation and the decision, he/she can have personal and direct access to the Chairperson of the Audit Committee.

The status of the complaints under the Vigil Mechanism, if any, is placed before the Audit Committee and Board, on a quarterly basis. During the year under review, no complaint was received by the Company under Vigil Mechanism/ Whistle Blower Policy.

STATUTORY AUDITORS

In terms of the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s MRKS and Associates (MRKS), Chartered Accountants (ICAI Firm Registration No. 023711N), having registered office at QU-35B, Pitampura, New Delhi 110088, were appointed as the Statutory Auditors of the Company by the members/ shareholders at the Fifty Third (53^rd)Annual General Meeting of the Company held on the 28^th September 2020, for a period of five years i.e. up to the conclusion of Fifty Eight (58^th) Annual General Meeting of the Company to be held in the year 2025.

No fraud has been reported by M/s MRKS and Associates, Chartered Accountants (ICAI Firm Registration No. 023711N), the Statutory Auditor of the Company in the course of the performance of their duties as Auditor in terms of the provisions of

Section 143(12) of the Companies Act, 2013 and its Rules.

Report

The Notes to Accounts (Standalone), forming part of Balance Sheet as at the 31^st March, 2023 and Profit & Loss Account for the year ended on that date, referred to in the Auditors Report, are self-explanatory. However, in terms of clause (f) of subsection (3) of Section 134 of the Companies Act, 2013, the Managements response/ explanations to certain Emphasize of Matters (EOMs) /qualifications appearing in the Auditors Report on Accounts (Standalone) for the Financial year ended on the 31^st March, 2023 are as under:

1. "During the period under review the Ansal Properties and Infrastructure Limited ("Company") has not claimed any exemption under section 80 IA(4)(iii) of the Income Tax Act, 1961. The Company had claimed the exemption u/s 80IA(4) (iii) of the Income Tax Act, in respect of its Industrial Park Project at Pathredi, Gurgaon, amounting to Rs. 34.08 crore in the Assessment Year 2010-11. The Competent Authority has not approved the claim of the company. The company has filed Review Petition. Since the Review Petition of the company has been pending for long time, the company has filed Writ Petition before the Honble Delhi High Court. The same has been admitted by the Honble Delhi High Court in W.P. (C) 3848/2021 & CM No.15443/2021 and notice issued to the department. Next date of hearing is 31.01.2024.

2. The company has filed a petition before the Honble National Company Law Tribunal, New Delhi Bench for relief in the scheme of repayment of public deposits sanctioned by the Company Law Board. The Honble National Company Law Tribunal has been pleased to issue notice to all deposit holders. The next date of hearing is the 09.11.2023.

3. Bank-wise details are as under: -

a) In respect of Financial Facilities availed from IL&FS Financial Services (IFIN), an OTS to pay Rs. 109.66 crores as full & final settlement was executed between the Company and IFIN and approval from their competent authorities received vide their order dated 14.10.2022. The Company has paid Rs 5 Crores as per the terms of approval on 20.10.2022. Due to the initiation of CIRP since 16th Nov22 and imposition of moratorium period on the operation of the Company, payments of balance amounts could not be made.

b) The Company has availed a loan of Rs. 150 Crores from Indian Bank (earlier Allahabad bank), for its project Sushant Serene Residency, located at Greater Noida against which outstanding principal loan amount is Rs. 103.60 crore. The loan account is classified as NPA. The Company had submitted a revised OTS proposal to the Bank and has paid an upfront deposit against the proposed OTS to the Bank. The bank has returned OTS proposal and advised the Company to submit an improved proposal. Indian Bank also has filed a recovery suit & insolvency application under section 7 of IBC Act 2016 against the Company in DRT New Delhi & NCLT New Delhi. The Companys Serene Residency Group Housing Project at Sector ETA II, Greater Noida has been admitted into Corporate Insolvency Resolution Process ["CIRP"] vide Order dated 20.10.2023 passed by the Honble National Company Law Tribunal ["NCLT"], New Delhi Bench, Court-II in the matter of "Indian Bank Versus M/s Ansal Properties and Infrastructure Limited."

c) Ansal Hi-Tech Townships Limited (AHTL), a subsidiary company, has availed a loan of Rs. 50 crores from Indian Bank against which outstanding principal loan amount is Rs. 43.03 crore against construction of a residential multi-story project located at Dadri, Gautam Buddh Nagar, UP The loan account is classified as NPA. During Sep23 Indian Bank has approved OTS offer submitted by AHTL for full repayment of banks approved OTS amounts by 31^st March24. Indian Bank also has filed a recovery suit against the Company (as guarantor) in DRT, New Delhi. The next hearing before DRT is 12.02.2024.

d) The Company had availed Working Capital Fund Based Limits of Rs. 31.00 crore and Bank Guaranty facility from Jammu & Kashmir Bank Limited, New Delhi. The fund-based account has been classified as NPA. During Sep23 Jammu & Kashmir Bank approved OTS offer submitted by the Company for full repayment of banks approved OTS amounts by 15th Dec23. The Jammu & Kashmir Bank has also filed a recovery suit against the Company in DRT, New Delhi. The next hearing before DRT is 29.11.2023.

e) The loan accounts of the Company have been classified as Non- Performing Assets (NPA) by certain banks/ Financial institutions and they have not charged interest on the said accounts. In view of OTS proposals filed with these banks and the expected settlement with banks/Financial institutions, the provision for interest in respect of loans classified as NPA has not been made to the tune of Rs. 41.30 crores in respect of the Company, Rs. 5.85crores in respect of Ansal Hi Tech Township Limited (AHTL) and Rs. 22.94 crores in respect of Ansal API

Infrastructure Limited, are the subsidiary Companies, and therefore to that extent finance costs and loan liabilities have been understated for the period ended 31st March 2023.

f) Ansal API Infrastructure Ltd. (AAIL), a wholly owned subsidiary Company, has availed a term loan of Rs. 390 crores from consortium of banks managed under Pooled Municipal Debt Obligations Facility (PMDO). The present principal outstanding is approx. Rs. 241.20 crore plus overdue / unapplied interest. The account is classified as NPA. AAIL has filed an OTS proposal with Asset Managers of PMDO for full and final settlement of lenders dues. The Asset Manager to PMDO held Creditor committee and advised member lenders to take up OTS proposal to their respective authorities for approval once Assets Manager would complete the various requirements of lenders in this regard. Vistra ITCL, the trustee of consortium, has filed a recovery suit in DRT, New Delhi against the borrower Company i.e., AAIL and the Company (APIL) in capacity as mortgagor as well as well the Guarantor.

Union Bank of India (UBI), one of the consortium lender bank, has also filed recovery suit against the Borrower Company (i.e. AAIL) in DRT, New Delhi. The next date of the hearing in DRT is 09.11.2023. Earlier Honble NCLT, New Delhi dismissed the application filed by UBI under section 7 of IBC Act 2016 against the borrower Company (AAIL). UBI has filed an appeal against the NCLT Order in and the matter is pending in NCLAT

4. In relation to UP RERA projects (1) UPRERAPRJ4754 (2) UPRERAPRJ3331 (3) UPRERAPRJ9594(4) UPRERAPRJ7090 (5) UPRERAPRJ7122, located at Lucknow, has been deregistered by UPRERA. And the Company has filed an appeal with RERA Appellate Tribunal on various grounds. Next hearing before Appellate Tribunal is awaited due to vacation of Court. (6) In respect of project bearing RERA No UPRERAPRJ10009 - completion has been applied to Lucknow Development Authority and information has been given to RERA authorities. (7) UPRERAPRJ10150 - as per direction of RERA Authority, the project audit has been completed by the M/s. Asija Associates and report has been submitted to RERA.

5. IIRF India Realty Limited - II fund "Foreign Investor" and IL & FS Trust Company Limited (acting as Trustee of IFIN Realty Trust) through its manager IL&FS Investment Managers Limited "Indian Investor" had invested an amount of Rs. 79.34 Cr in Equity Shares and Compulsorily Convertible Preference Shares (CCPS) of Ansal Townships Infrastructure Limited (ATIL), a subsidiary of the Company. The Company has purchased part of the investment i.e., 40.66% and the remaining part is still pending. The investor has invoked the Arbitration Clause. Further ATIL is settling the Investor.

6. During the quarter ended 30^th September 2018, the Award in the matter of arbitration with Landmark group was pronounced. The Award contemplates joint and several liability of four companies of Ansal Group, including the Company, amounting to Rs. 5,578 lakhs along with interest amounting to Rs. 10,508 lakhs. Petition filed by Ansal Group has been disposed of by Honble High Court vide order dt. 5^th January 2022 with direction to deposit with the Registry of the Court an amount of Rs, 20,000 Lakhs approx. (Rs. 3,099.91 Lakhs earlier deposited with the Honble Court, released to Landmark Group through Order dated 08.08.2023). No provision has been made in the books of accounts for balance amounts. However, the Company has disclosed the same as Contingent Liability. Next course of action is still pending.

7. In the books of Ansal Landmark Township (P) Ltd., a subsidiary of the Company, an amount of Rs. 61.56 crore is recoverable from M/s. Ansal Landmark (Karnal) Township Pvt. Ltd. Based on management assessment of cash flow of

Karnal Project, there is no impairment in the value of the said recoverable amount.

8. The financial statements of Associate companies are based on management certified accounts.

9. The Corporate Guarantee/s given by Ansal Properties and Infrastructure Limited ("the Company") in terms of the applicable provisions of the Companies Act, 2013 and rules made thereunder ("the Act") has been reduced by Rs. 137.13 crores i.e., from Rs. 518.93 crores as on the 31^st March 2022 to Rs. 381.80 crores as on the 31^st March 2023. Further, NOC has been received from YES Bank dated 06.10.2023 resulted further decrease in Corporate Guarantee/s amounting Rs. 99.52 crores.

10. The Company had entered into Settlement agreement(s) (Agreements) with certain banks/financial Institutions (the Lenders). So far the lenders have not given any written notice on event of default as per the agreements and the management is in discussions with the Lenders to condone the aforementioned delays. Pursuant to the above discussions with the lenders, management is confident that no material impact will devolve on the Company in respect of afore mentioned delays"

COST AUDITOR

In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Board of the Directors of your Company at its meeting held on the 12^th August, 2022 had appointed M/s J.D & Associates, Cost Accountants, Firm Registration No. 101443, as the Cost Auditor of the Company for a term of 1(One) year, to conduct the audit of Cost records maintained by the Company for the Financial year 2022-2023. The Cost Audit Report does not contain any qualification, reservation or adverse remarks or disclaimer.

SECRETARIAL AUDITOR

In terms of the provisions of Section 204 and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of the Directors of your Company at its meeting held on the 12^th August, 2022 had appointed M/s. APAC and Associates LLP, Company Secretaries in Practice, CP No. 7077, for a term of 1(One) year to conduct the audit of Secretarial and related records of the Company for the Financial year 2022-23.

The Secretarial Audit Report for the Financial year ended on the 31^st March, 2023 is annexed herewith marked as Annexure - B to this Report. The Secretarial Audit Report contains observations. Moreover, the Companys comments are also included in the Report in relation to their observations.

LISTING INFORMATION

Equity shares of your Company are listed on the National Stock Exchange of India Ltd. (NSE) and BSE Ltd. (BSE).

Listing fee has been duly paid to NSE and BSE for the Financial year 2023-24.

DISCLOSURES

• Conservation of energy and technology absorption

The information relating to Conservation of Energy and Technology Absorption as required to be disclosed under Clause (m) of sub-section (3) of the Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is not applicable to your Company.

• Foreign Exchange Earnings and outgo

Information about the foreign exchange earnings and outgo, as required to be given under Clause (m) of sub-section (3) of the Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given as follows:

(Rs in Lakhs)

PARTICULARS OF EMPLOYEES

In terms of the provision of Section 197(12) of the Companies Act, 2013 (the "Act) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, disclosures pertaining to remuneration and other details as required are provided in Annexure - C to the Directors Report.

In accordance with the provisions of Section 197(12) of the Act read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names of the top ten employees in terms of remuneration drawn and the name employees/ directors who were in receipt of remuneration of Rs. 1.02 Crores or more per annum, if employed for whole of the year or, Rs. 8.5 lakhs or more per month if employed for a part of the year are provided in the Annexure -D to the Directors Report.

CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is a system of rules, guidelines, practices and processes which not only enables it to operate in a manner that meets the ethical legal and business expectations, but also helps it to maximise stakeholders value on a sustainable basis.

A report on Corporate Governance together with a certificate received from Mrs. Tanvi Arora, Company Secretary in Practice confirming the compliance with the provisions of Corporate Governance as stipulated in Listing Regulations, as amended, forms the part of this Annual Report.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report is given separately and forms the part of this Annual Report.

SEXUAL HARASSMENT POLICY

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees of the Company (permanent, contractual, temporary and trainees) are covered in this Policy.

Following is the summary of sexual harassment complaints received and disposed off during the calendar year:-

ANNUAL RETURN

VARIOUS POLICIES/ CRITERIA/ PROGRAMS etc.

1. Policy on Preservation of Documents.

2. Corporate Social Responsibility Policy.

3. Board Diversity Policy.

4. Policy on Remuneration of Directors, Key Managerial Personnel & Other Employees.

5. Criteria of making payment to Non-Executive Directors of the Company.

6. Policy for Material Subsidiary Companies.

7. Criteria for Performance Evaluation of Board & Independent Directors.

8. Code of Conduct for Directors (Including Independent Directors) and Senior Management.

9. Vigil Mechanism/ Whistle Blower Policy.

10. Familiarization Program for Independent Directors.

11. Code of Fair Disclosure and Conduct of Ansal Properties & Infrastructure Ltd in terms of SEBI (Prohibition of Insider Trading) Regulations 2015.

12. Enterprise Risk Management.

13. Policy on Archival of Events and Information.

14. Policy for orderly succession for appointment to the Board of Directors and senior management.

The Board of Directors of your Company and its Committee/s at its respective meetings held on the 27^th March, 2024, have duly reviewed and amended the following Policies:-

15. Policy on Related Party Transactions.

16. Policy for determination of materiality of Events and Information DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION

The details of difference between the amount of valuation done at the time of One time settlement (OTS) and the valuation at the time of taking loan is not applicable on the Company as no OTS during the Financial year 2022-23

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

This is not applicable to the Company.

RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 of the Companies Act, 2013 (the Act) and based on the information provided by the Management, the Resolution Professional hereby that:

i) in the preparation of the Annual Accounts for the Financial year ended 31^st March, 2023, the applicable Indian Accounting Standards have been followed and no material departures have been made from the same;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on the 31^st March, 2023 and of the profit & loss incurred by of the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the annual accounts on a going concern basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws including applicable Secretarial Standards (SS-1 and SS-2) and that such systems are adequate and operating effectively.

ACKNOWLEDGMENT

We would like to express gratitude to-

? all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies and the Depositories.

? all the Bankers and Financial Institutions, the Central and State Governments as well as their respective Departments and Development Authorities in India and abroad connected with the business of the Company for their co-operation and continued support.

? the shareholders, depositors, suppliers, contractors and customers for the trust and confidence reposed by them in the Company.

The devoted teamwork and professionalism of the employees of the Company and its subsidiaries and the Group, at all levels are also very well appreciated. The employees continue to remain the Companys most valuable resources and their sustained hard work has enabled your Company to successfully meet the challenges during the year under review and that lie ahead.