Ashiana Housing Ltd

To,

The shareholder(s),

Your Directors have pleasure in presenting the 39 th Annual Report together with the audited financial statement of the Company for the year ended on 31 st March 2025.

Financial Summary and State of Affairs

Standalone

H (in Lakhs)

Consolidated

Key Highlights of the Business and Operations:

The company registered a sales volume of 26.98 lakh sq. ft. in FY 2024?€“25 compared to 26.40 lakh sq. ft. in FY 2023?€“24. The average realization price increased from H6,811 per sq. ft. in FY 2023-24 to H7,179 per sq. ft. in FY 2024-25, marking an increase of 5.40%.

On the execution front, the company clocked an Equivalent Area Constructed (EAC) of 20.12 lakh sq. ft. (AHL: 19.23 lakh sq. ft. and Partnerships: 0.89 lakh sq. ft.) in FY 2024?€“25 as compared to 20.68 lakh sq. ft. (AHL: 20.23 lakh sq. ft. and Partnerships: 0.45 lakh sq. ft.) in FY 2023?€“24.

The company achieved it's highest-ever pre-tax operating cashflows from operations amounting to H 429.90 crores.

A summary of the on-going projects as on 31 st March 2025 is as follows:

Launches during Financial Year 2024-25:

Ashiana Amarah (Phase 4 and Phase 5) in Gurugram;

Ashiana Malhar (Phase3) in Pune;

One44 (Phase 2) in Jaipur;

Ashiana Advik (Phase 2) in Bhiwadi;

Ashiana Ekansh (Phase 3 and Phase 4) in Jaipur;

Ashiana Nitara (Phase 2 and Phase 3) in Jaipur;

Ashiana Amodh (Phase 2) in Pune; and

Ashiana Swarang (Phase 1) in Chennai

Recognitions for Financial Year 2024-25:

Ashiana Housing continued to earn titles across multiple domains?€”senior living, CSR, innovation, worker welfare, and brand perception?€”further reinforcing its leadership in the real estate sector.

Track2Realty National Rankings

Ranked No. 1 in Senior Housing across India for the 9 th consecutive year.

Ranked No. 4 in North India across all asset classes.

Ranked No. 4 in Best Brand in the CSR Segment PAN India.

Ranked No. 8 in Real Estate Employer Rankings ?€“ Recognized for our employment track record.

Ranked No. 9 in Public Perception (Consumer Confidence) across India.

Ranked No. 9 in top 10 National Brands in the Residential Segment PAN India.

Ranked No. 5 for Best Practices in the real estate industry.

Project-Specific Recognitions

Ashiana Amodh ?€“ Awarded Senior Living Project of the Year at the ET Realty Awards 2025 (National Edition).

ONE44, Jaipur (Rajasthan) ?€“ Awarded Outstanding Project (Regional) of the Year by Golden Bricks Awards

Ashiana Vatsalya, Chennai (Tamil Nadu) ?€“ Recognized for Innovative Concept Project (Regional) of the Year by Golden Bricks Awards

Received the Best Visual Merchandising Award at the CREDAI Pune Property Expo 2025.

Other Recognitions

Awarded as Best Podcast/Audio Series ?€“ Real Estate

Awarded as Best Self Help & Motivation Podcast by PODMASTERS

Social and Cultural Impact

Bestowed with our 10 th Bhamashah award for "Shiksha Shree" from Mrs. Manju Sharma, Joint Director of the Education Department of our commitment to education in Rajasthan

Other Developments:

Credit Ratings:

CARE has maintained our credit rating as "CARE A; Stable".

CARE has re-affirmed us as CARE(A); Stable for H 97 Crores Non- Convertible Debentures (NCDs - unsecured) allotted on 31 st May 2021.

CARE has re-affirmed us as CARE(A); Stable for H 32 Crores Non- Convertible Debentures (NCDs - unsecured), out of which NCDs of H 26.40 Crores allotted on 20 th July 2022 and NCDs of H 5.60 Crores allotted on 23 rd February 2024.

CARE has re-affirmed us as CARE(A); Stable for H 125 Crores Non- Convertible Debentures (NCDs - secured) allotted on 13 th May 2024.

CARE has assigned us as CARE(A); Stable for H 100 Crores Non-Convertible Debentures (NCDs-unsecured) allotted on 11 th July 2025.

Credit Rating with respect to NCDs ?€“ Unsecured issued in September 2018 has been withdrawn by ICRA post redemption of these NCDs in April 2025.

Handovers during the year:

1. Ashiana Shubham (Phase 4), Chennai

2. Ashiana Amantran (Phase-3) and retail segment, Jaipur

3. Ashiana Umang (Phase-6), Jaipur

4. Ashiana Tarang (Phase-4A), Bhiwadi

Management Discussion & Analysis

Management Discussion & Analysis which forms part of Directors' Report as per Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in the annual report.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report as per Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this report as Annexure ?€“ I in the format on the principles of National Guidelines on Responsible Business Conduct (NGRC) specified by the Ministry of Corporate Affairs in 2019 and forms part of the Annual Report.

Capital and Debt Structure

There has been no change in authorised, issued, and subscribed capital of the company during the period under review. There are no shares with differential rights as to dividend, voting or otherwise. Further, there are no debentures with convertible rights. During the financial year under review, the Company has neither issued nor allotted any equity or preference shares and not redeemed any preference shares.

However, during the FY 2024-25, the company issued and allotted 12,500 (Twelve Thousand and Five Hundred) number of non-convertible debentures (NCDs) at nominal value of H 1,00,000/- (IndianRupeesOneLakhOnly)eachaggregatingtoH125,00,00,000/-(Indian Rupees One Hundred and Twenty Five Crores) on private placement basis, on 13 th May, 2024 to ICICI Prudential Regular Savings Fund, and ICICI Prudential Credit Risk Fund.

Further during the FY 2024-25, the company redeemed H 19.54 Crores of Non-Convertible Debentures (NCDs) issued to International Finance Corporation (IFC) in the year 2021 having ISIN: INE365D08026.Also, after closure of the Financial Year 2024-25, the company had fully redeemed H 18.74 Crores of Non- Convertible Debentures (NCDs) issued to International Finance Corporation in the year 2018 bearing ISIN INE365D08018 on 21 st April 2025.

The Details of all outstanding NCDs as on 31 st March 2025 are given below:

All the above NCDs are listed on BSE.

# The Company has fully redeemed the Non-Convertible Debentures on 21 st April 2025. The investment was for the identified project of the company "Ashiana Daksh" with returns linked to project specific returns.

## The Company has redeemed H 19.54 Crores of the Non-Convertible Debentures in the Financial Year 2024-25. The investment is for the identified project of the company

" Ashiana Amarah", Gurugram, with returns linked to project specific returns. ### i. The investment is for the identified project of the company "Ashiana Vatsalya", Chennai, with returns linked to project specific returns. ii. The company had issued and allotted 12,500 (Twelve Thousand and Five Hundred) Non-Convertible Debentures (NCDs) at nominal value of H 1,00,000/- (Rupees One

Lakh Only) each aggregating to H 125,00,00,000 (Rupees One Hundred and Twenty- Five Crores) on a private placement basis, on 13 th May 2024 to ICICI Prudential Regular Savings Fund, and ICICI Prudential Credit Risk Fund. iii. The company also issued and allotted 10,000 (Ten Thousand) Non-Convertible Debentures (NCDs) at nominal value of H 1,00,000/- (Rupees One Lakh) each aggregating to to H 100,00,00,000 (Rupees One Hundred Crores) on private placement basis, on 11 th July 2025 to International Finance Corporation (IFC). The investment is for the identified project of the company "Ashiana Aaroham", at Gurugram, with returns linked to project specific returns.

Note: Details of the credit ratings are provided in the Management Discussion & Analysis section forming part of the Director's Report.

Extract of Annual Return

An extract of the Annual Return of your company, pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, is available on the website of the Company at the following link:

https://www.ashianahousing.com/real-estate-investors/ financial-reports#3

Number of Meetings of the Board of Directors

During the Financial Year 2024-25, six Board Meetings were held dated 08 th May 2024, 28 th May 2024 12 th August 2024, 13 th November 2024, 11 th February 2025, and 28 th March 2025 respectively, of which proper notices were given, and the proceedings were properly recorded and signed in the minutes book maintained for the purpose.

Directors' Responsibility Statement

As required under Section 134(5) of the Companies Act, 2013, the Directors of your company hereby state that:

1. In the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

2. The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit and Loss of the company for that period.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the annual accounts on going concern basis.

5. The Directors had laid down Internal Financial Controls to be followed by the company and that such Internal Financial Controls were adequate and were operating effectively.

6. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and such system were adequate and operating effectively.

Disclosures from Independent Directors

Mr. Narayan Anand, Ms. Piyul Mukherjee, and Mr. Suraj Krishna Moraje, all Independent Directors of the Company, have submitted the requisite declarations in the first meeting of the Board, confirming that they meet the criteria of independence as specified under Section 149(6) of the Companies Act, 2013. Mr. Vinit Taneja, Independent Director of the Company, has also provided such declaration in the first Board meeting held subsequent to his appointment. All the aforesaid Independent Directors have affirmed that they have adhered to and complied with the Code of Conduct for Independent Directors prescribed under Schedule IV of the Act as well as the Code of Conduct of the Company.

Mr. Vinit Taneja was appointed as new Independent Director on the Board of the company in the Board Meeting held on 13 th November 2024 and his appointed was regularized in the Extra-Ordinary General Meeting of the company held on 15 th January 2025.

Further, all the independent directors of the company have also given the requisite declaration stating that they have complied Rule 6 (1) & (2) of Companies (Appointment & Qualification of Directors) Rules, 2014 regarding registration of their names in the Databank of Independent Directors maintained with Indian Institute of Corporate Affairs (IICA) as per MCA Notification No. G.S.R. 804 (E) dated 22 nd October 2019.

A statement regarding opinion of the Board with regard to integrity, expertise, and experience (including the proficiency) of the Independent Directors appointed / reappointed during the year are given in the corporate governance section of the annual report which forms part of the Director's Report.

Audit Committee and Vigil Mechanism

Details of the audit committee, terms of reference of the audit committee and vigil mechanism of the company are given in the corporate governance section of the annual report which forms part of the Director's Report.

Policy of Nomination and Remuneration Committee

Details of the Nomination & Remuneration Committee, terms of reference of this Committee are given in the corporate governance section of the annual report which forms part of the Director's Report.

Reservation and qualification in Auditor's Report

The Statutory Auditors' Report does not contain any qualification, reservation, or adverse remark during the year under review.

Further, there are no adverse remarks or any reservation or qualifications by the Secretarial Auditor in their report for the year under review.

Remuneration of Directors

The disclosure pursuant to Section 197(12) of the Companies Act, 2013 relating to the remuneration of each director is given in Annexure II .

Loans, Guarantee, and Investments

The particulars of Loans, Guarantee and Investments made by company under Section 186 of Companies Act, 2013 is given in Annexure III .

Particulars of Related Party Transaction

The particulars of related party transactions entered into by the company during the year pursuant to Section 188 of Companies Act, 2013, are given in Annexure IV .

General Reserve

An amount of H 25 Crores has been transferred to General Reserve during the period under review.

Dividend

The Company has distributed an Interim dividend @ 50% i.e. Re. 1.00 per equity share H 2/- for the Financial Year 2024-25 which was declared in the Board Meeting held on 28 th March 2025. The Board of Directors of your company have recommended the final dividend @ 75 % i.e. Re. 1.50 per equity share of H 2/- for the Financial Year 2024-25, approval for which is being placed before the members in the upcoming Annual General Meeting.

Material Changes and Commitments

The Company has fully redeemed 1874 no. of Non-Convertible Debentures (Unsecured, rated, redeemable and listed) of H 1,00,000/- each aggregating H 18.74 Crores, on 21 st April 2025. Apart from this, there are no material changes and commitments, which have affected the financial position of the company between the end of financial year and the date of this report.

The company also issued and allotted 10,000 (Ten Thousand) Non-Convertible Debentures (NCDs) at nominal value of H 1,00,000/- (Rupees One Lakh) each aggregating to H 100,00,00,000 (Rupees One Hundred Crores) on private placement basis, on 11 th July 2025 to International Finance Corporation (IFC). The investment is for the identified project of the company "Ashiana Aaroham", at Gurugram, with returns linked to project specific returns.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

With respect to Conservation of Energy and Technology Absorption as per section 134(3)(m) read with Rule 8(3) of Chapter IX of the Companies Act, 2013 are given in Annexure V .

During the year under review, there have been no foreign exchange earnings but there has been a foreign exchange outgo of H 289.09 Lakhs.

Risk Management

Your company has a Risk Management Committee. Details of the Risk Management Committee and Risk Management Policy are given in the Corporate Governance section of the Annual Report. Major risk perception of management which may threaten existence of the Company are discussed in the Management Discussion and Analysis section of the Annual Report.

Corporate Social Responsibility (CSR) Initiatives

Details of the Corporate Social Responsibility Committee and its policy are given in the Corporate Governance section and in Management Discussion and Analysis of the annual report which forms part of the Director's Report.

Details of activities undertaken under the CSR initiatives of the company are given in a separate section in the Annual Report followed by Management Discussion and Analysis Report.

Statutory Report on Corporate Social Responsibility initiatives undertaken by the company during the year are given in Annexure VI .

Formal Annual Evaluation of the Board

A statement indicating the performance of the Board and its committee, and its individual directors is given in Annexure VII .

Directors and Key Managerial Personnel (KMP)

The Board of Directors of the company comprises of seven directors out of whom three are Executive Directors and Four are Independent Directors. The names of Board of Directors of the Company are as follows:

Further, there are two other KMPs in the Company, namely:

a) Mr. Vikash Dugar, Chief Financial Officer (CFO).

b) Mr. Nitin Sharma, Company Secretary (CS) and Compliance Officer.

During the year under review, the tenure of Mr. Abhishek Dalmia, and Ms. Sonal Mattoo as Independent Directors on the Board of the Company, completed on 30 th August 2024. Also, Mr. Vinit Taneja was appointed as Independent Director of the company in the Board Meeting held on 13 th November 2024. His appointment as Independent Director was approved by the members in the ExtraOrdinary General meeting of the Company held on 15 th January 2025 for a term of 3 years.

Subsidiary Companies

A statement pursuant to Rule 5 & 8 of Chapter IX of the Companies Act, 2013 containing salient features of the financial statements of the subsidiaries/associate companies/joint ventures of the company and their contribution to the overall performance of the company during the period under review is given in Annexure VIII . Nitya Care Homes Private Limited was incorporated as a wholly owned subsidiary of the Company on 09 th November 2024. During the year under review, no other new company has become or ceased to be subsidiaries, associate, and joint venture.

Fixed Deposits

During the year under review, your company had neither invited nor accepted any deposits from the public in terms of the provisions of the Companies Act, 2013 read with Rules.

Orders of Court/Tribunal/Regulator

During the year under review, there was no order passed by the regulators or courts or tribunals which was material enough to impact the going concern status and operations of your company.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed. Please also refer to the Internal Controls section in the Management Discussion and Analysis which forms part of the Director's Report.

Auditors a) Statutory Auditors

The shareholders of the Company had appointed B. Chhawchharia & Co., Chartered Accountants, as Statutory Auditors of the company for a period of five years from the conclusion of the Annual General Meeting held on 17 th September 2022 in place of the outgoing Statutory Auditors M/s. VMSS & Associates, Chartered Accountants. There is no change in the Statutory Auditors of the company during the period under review.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. Further, the Statutory Auditors' Report does not contain any qualification, reservation, or adverse remark.

b) Secretarial Audit Report

In terms of amended Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, M/s. A.K.Verma & Co., Practising Company Secretary has been appointed as Secretarial Auditor for a period of 5 years, to conduct Secretarial Audit for the financial year 2025-26 onwards, subject to the approval of shareholders at the ensuing Annual General Meeting. The Secretarial Audit Report for the financial year ended 31 st March 2025 is given in Annexure IX .

The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark. The company has complied with the applicable Secretarial Standard Issued by the ICSI.

c) Cost Auditor

Maintenance of Cost Records and Cost Audit as prescribed under section 148 of the Companies Act, 2013 are applicable on our company and accordingly such records and accounts are maintained by the Company. Your Company also gets annual audit of cost records under this section.

Based on the recommendation of Audit Committee, the Board of Directors had appointed M/s. Pant S. & Associates (Cost Accountant having Membership No. 32283), as the Cost Auditors of the Company for the FY 2024-25 on 28 th May 2024. Further, the Board of Directors has re-appointed him as Cost Auditor for the FY 2025-26 in their meeting held on 30 th May 2025. The remuneration of the Cost Auditor is subject to ratification of by the shareholders in their upcoming AGM for the financial year 2024-25. The company has received a letter from him to the effect that this appointment is within the limits prescribed under section 141(3)(g) of the Companies Act, 2013, and that he is not disqualified for such appointment in terms of the provisions of the Companies Act, 2013.

d) Internal Auditor

Based on the recommendation of Audit Committee the Board of Directors, in their meeting held on 30 th May 2025, has re-appointed Grant Thornton (Bharat) LLP (Chartered Accountants) as the Internal Auditors of the Company for the financial year 2025-26.

Reporting of Fraud by Auditors

The Statutory Auditors, Secretarial Auditor and Cost Auditors have reported no instance of fraud in respect of the Company by its officers or employees under Section 143(12) of the Act.

Compliance with the provisions under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your company has complied with the provisions of the above Act in letter and spirit. Your company has an Internal Complaints Committee to look after any complaints of this sort.

The information with respect to the complaints filed under POSH during the financial year is as follows:

(i) Total number of sexual harassment complaints received during the financial year: 1

(ii) Number of complaints disposed of during the financial year: 1

(iii) Number of complaints pending for a period exceeding ninety days as on the end of the financial year: Nil

Compliance with the provisions of Maternity Benefit Act, 1961

During the year under review, your Company has complied with the provisions pertaining to statutory entitlements (such as paid maternity leave including other benefits) of the Maternity Benefit Act, 1961.

Insolvency and Bankruptcy Code, 2016

There are no proceedings initiated or pending against the company under the Insolvency and Bankruptcy Code, 2016.

The requirement of sub rule (xii) of rule 8 of the Companies (Accounts) Rules, 2014 pertaining to difference in the valuation in respect of loans taken from banks/ financial institutions does not apply on the company.

Transfer of dividend and shares to Investor Education and Protection Fund

The company transferred H 12,68,341/- on 25 th October 2024 to the Investor Education and Protection Fund established by the central government in compliance with section 125 of the Companies Act, 2013. This amount represented the unclaimed interim dividend in respect of the FY 2016-17, which was lying with the company for a period of seven years from the date of transfer to unpaid-unclaimed dividend account. Prior to transferring the aforesaid sum, the company had sent reminders to the shareholders and has been intimating to the shareholders about the unpaid/unclaimed dividend in every AGM notice. The Company had transferred 1,25,186 number of shares to the Investor Education and Protection Fund established by the Central Government in compliance with section 125 of the Companies Act, 2013. These shares are in respect of which dividend has not been paid or claimed for seven consecutive years. Prior to transferring the aforesaid shares, the company had sent reminders to the shareholders. The Company Secretary, Mr. Nitin Sharma, is the Nodal Officer for the Transfer of Shares to Investor Education Fund and the shareholder can also check their details on website https://www.ashianahousing.com/real-estate-investors/investors-contact#5or can mail at nitin.sharma@ashianahousing.com.

Particulars of Employees and Related Disclosures

During the year under review, none of the employees of the company was in receipt of the remuneration of H 1.02 Crore p.a. or H 8.50 lakhs per month as the case may be as specified in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with the provisions of section 197(12) of the Companies Act, 2013, or was in receipt of remuneration in excess of that drawn by the Managing Director or Whole Time Director, and is/was holding, along with his/her spouse and dependent children not less than two percent of the equity shares of the Company.

The information relating to particulars of employees under Section 197 of Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure II .

Further, the statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being communicated to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any member interested in obtaining a copy of the same may write to the Company Secretary at nitin.sharma@ashianahousing.com.

Other Committees of Board

The details of the other committees of Board are given in the Corporate Governance Section of the Report.

Failure to implement Corporate Action

During the financial year under review, there was no failure to implement any Corporate Action.

Other Disclosures

(a) wherever applicable, the consolidated financial statement is also being presented in addition to the standalone financial statement of the company.

(b) details about key initiatives with respect to Stakeholder relationship, Customer relationship, Environment, Sustainability, Health, and Safety are given in the Business Responsibility Statement section (Annexure I) to this report.

(c) there was no delay in holding the annual general meeting for the financial year 2023-24

(d) cost records are required to be maintained by the company pursuant to section 148 of the Companies Act, 2013 and accordingly such records and accounts are maintained.

Acknowledgements

The Board of Directors takes this opportunity to express its grateful thanks and wish to place on record its appreciation to the Government of India, the Govt. of Rajasthan, the Government of Maharashtra, the Govt. of Jharkhand, the Govt. of Gujarat, the Govt. of Haryana, the Govt. of West Bengal and Govt. of Tamil Nadu and their agencies for providing us excellent business opportunities, to our bankers for their continued support and guidance from time to time and to the employees of the company at all levels for the continued co-operation and unstinted support extended to the company. The Directors also express their sincere thanks to all the shareholders, suppliers/vendors, investors, and customers for their continued support and trust in the Management.