Your Directors have pleasure in presenting the 40^th Annual Report together with the audited financial statement of the
Company for the year ended on 31^st March 2026.

Financial Summary and State of Affairs

Business Overview

We are an integrated real estate development company
involved in all activities associated with real estate development,
including, identification and acquisition of land, planning, designing,
construction, and marketing of our projects and providing facilities
management services including services such as identification
of third-party lessees/buyers for our existing customers. We
undertake our projects through our in-house team of professionals
and by engaging architects and consultants. While designing and
developing a project, we rely on a research-based approach for
layout planning, utilization of area earmarked for development as
per our plans, approvals, unit size, amenities, interiors and sales and
marketing strategy. Depending upon the market scenario, regulatory
practice, and consumer preferences, we plan our development mix
and product design. We also regularly interact with our customers
to receive direct feedback on the quality of our projects. We believe
that we have established a strong brand image, have a successful
track record of execution and a diversified portfolio of real estate
projects. Our products are categorised into Senior Living, Premium
Housing & Elite Homes, and Kid Centric Homes. We are pioneer in
Senior Living residential product in north India.

As of 31^st March 2026, we successfully constructed 349.21 lakh
sq. ft. of saleable area. As of 31^st March 2026, we had:

(i) 1 5 ongoing projects (including projects in partnership) with
approximately 91.83 lakh sq. ft. of saleable area; and

(ii) 9 future projects (including new phases of existing projects)
with approximately 38.84 lakh sq. ft. of saleable area.

As of 31^st March 2026, we had land available for future development
aggregating to 57.50 lakhs square feet of saleable area. Our
land available for future development comprises lands located
at Milakpur (Bhiwadi)¹, land located at Mahindra World City
(Chennai) - for Ashiana Aaranya project, and lands at Wavrale -Raigad
& Panvel both in Maharashtra.

• Land located at Milakpur (Bhiwadi) having a saleable area of around
31 lakh sq. ft. is under acquisition and company's writ petition is pending
before the Hon'ble High Court at Rajasthan against acquisition.

Key Highlights of the Business and Operations:

• The Company registered a sales volume of 26.73 lakh sq. ft. in
FY 2025-26 compared to 26.98 lakh sq. ft. in FY 2024-25.
The average realization price increased from H7,179 per sq. ft.
in FY 2024-25 to H9,059 per sq. ft. in FY 2025-26, marking
an increase of 26.19%.

• On the execution front, the Company clocked an Equivalent
Area Constructed (EAC) of 26.19 lakh sq. ft. (AHL: 25.25
lakh sq. ft. and Partnerships: 0.94 lakh sq. ft.) in FY 2025¬
26 as compared to 20.12 lakh sq. ft. (AHL: 19.94 lakh sq.
ft. and Partnerships: 0.18 lakh sq. ft.) in FY 2024-25, an
increase by 30.17%.

• Pre-tax operating cashflows from operations witnessed an
increase of 34% amounting to H 576.58 crores in FY 2025-26
compared to H 429.90 crores in FY 2024-25, driven by higher
sales and collections.

• Sales and other income stood at H 1,187.43 crores for FY 2025-26, the highest ever recorded by the Company, vs H 557.45 crores in
FY 2024-25. The increase in revenue was primarily driven by higher area delivered (20.42 lakh sq. ft. in FY 2025-26 vs. 10.00 lakh sq.
ft. in FY 2024-25).

A summary of the on-going projects as on 31^st March 2026 is as follows:

Launches during Financial Year 2025-26:

• Ashiana Aravali located at Jaipur (Rajasthan) is a 'Premium
Homes’ residential project launched in June 2025. This
project has 3 BHK and 4 BHK units with saleable area of 1.24
lakhs square feet.

• Ashiana Advik Phase 3 is a 'Senior Living’ project located
at Bhiwadi (Rajasthan) launched in February 2026. This
project has 3 BHK units with total saleable area of 1.88
lakhs square feet, out of which 0.46 lakhs square feet was
launched in FY 2025-26.

• Ashiana Tarang Phase 6 & 7 is a 'Premium Homes’ residential
project located at Bhiwadi (Rajasthan) launched in June 2025
and March 2026 respectively. Phase 6 of this project has 2
and 3 BHK units with saleable area of 2.32 lakhs square feet
and Phase 7 of this project has 4 BHK units with saleable area
of 0.60 lakhs square feet.

• Ashiana Aaroham Phase 1 & 2 is a 'Kids Centric Homes’
project located at Gurugram (Haryana), both launched in
February 2026. Both phases comprise 3 and 4 BHK units with
saleable area of 3.88 lakhs square feet each, totalling 7.76
lakhs square feet. ¹

• Ashiana Vatsalya Phase 2 is a 'Senior Living’ project located
at Chennai (Tamil Nadu) launched in October 2025. This
project has 1, 2 and 3 BHK units with saleable area of 2.03
lakhs square feet.

• Ashiana Malhar Phase 4 is a 'Premium Homes’ residential
project located at Pune (Maharashtra) launched in March
2026. This project has 2 and 3 BHK units with saleable area of
1.31 lakhs square feet.

• Ashiana Amodh Phase 3 is a 'Senior Living’ project in Pune
(Maharashtra) launched in March 2026. This project has 2
and 3 BHK units with saleable area of 2.86 lakhs square feet.

• Ashiana Amaya located at Jamshedpur (Jharkhand) is a
'Premium Homes’ residential project launched in December
2025. This project has 3 BHK and 4 BHK units with saleable
area of 4.64 lakhs square feet.

Recognitions for Financial Year 2025-26:

Our company has been achieved the following recognitions during
the FY 2025-26:

• Project-Specific Recognitions

• Ashiana Advik has been honored as the "Senior Living
Project of the Year 2026 (Ongoing: North)" at The
Economic Times Real Estate Awards 2026.

• Other Recognitions

• Honoured with Bhamashah Award at district level for
contribution in strengthening educational infrastructure
and supporting learning initiatives.

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.

• CARE has assigned us as CARE(A); Stable for
H 43.25 Crores Non-Convertible Debentures
(NCDs-unsecured) allotted on 24^th April 2026.

Handovers during the year:

Financial year 2025-26 witnessed the highest ever sales and other

income recorded by the company i.e. H 1,187.43 Crores primarily

driven by higher area delivered (20.42 lakh sq. ft.) due to handover

in the following projects:

• Ashiana Anmol Phase-2 located at Gurugram, Haryana-
(handover commenced in FY 2025-26 and in process).

• Ashiana Advik Phase-1 located at Bhiwadi, Rajasthan-
(handover completed).

• Ashiana Tarang Phase-4B located at Bhiwadi, Rajasthan-
(handover completed).

• Ashiana Shubham Phase-4B & 5 located at Chennai, Tamil
Nadu- (handover completed).

• Ashiana Ekansh Phase -1 & 2 located at Jaipur, Rajasthan-
(handover completed).

• Ashiana Dwarka Phase-5 located at Jodhpur, Rajasthan-
(handover completed) and

• Ashiana Malhar Phase-1 located at Pune, Maharashtra-
(handover completed)

Management Discussion & Analysis Report

Management Discussion & Analysis which forms part of the
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 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. There are no preference
shares in the capital structure of the company.

However, during the FY 2025-26, the Company issued and allotted
10,000 (Ten Thousand) number of non-convertible debentures
(NCDs) at nominal value of H 1,00,000/- (Indian Rupees One Lakh
Only) each, aggregating to H 100,00,00,000 /- (Indian Rupees One
Hundred Crores) on private placement basis, on 11^th July, 2025 to
International Finance Corporation (IFC) with respect to the residential
project namely "Ashiana Aaroham" at Gurugram (Haryana).

Further during the FY 2025-26, the Company had fully redeemed
H 18.74 Crores of Non- Convertible Debentures (NCDs) issued
to International Finance Corporation in 2018 bearing ISIN
INE365D08018 on 21^st April 2025. The said investment was
for the identified project of the Company "Ashiana Daksh", Jaipur
(Rajasthan), with returns linked to project specific returns.

The Details of all outstanding NCDs as on 31^st March 2026 are given below:

All the above NCDs are listed on BSE.

# The Company has redeemed H 15.60 Crores of the Non-Convertible Debentures in the Financial Year 2025-26. The investment is for the identified project of the company
“Ashiana Amarah”, Gurugram, with returns linked to project specific returns.

## The investment is for the identified project of the company “Ashiana Vatsalya”, Chennai, with returns linked to project specific returns.

### These are 10,000 (Ten Thousand) Non-Convertible Debentures (NCDs) which were issued and allotted at a 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 namely “Ashiana Aaroham”, at Gurugram, with returns linked to project specific returns. During the financial year the Company
has redeemed H 25.22 Crores against these NCDs.

Disclosure Relating to Sweat Equity Shares

The Company has not issued any sweat equity shares during the
year under review and hence no information as per provisions of
Rule 8(13) of the Companies (Share Capital and Debenture) Rules,
2014 is furnished.

Disclosure Relating to Employee Stock Option Scheme

The Company does not have any employee stock option scheme.

Disclosure in Respect of Voting Rights not Directly
Exercised by Employees

Since there are no shares of the Company in which the “voting rights
are not exercised directly by the employees” hence no disclosure
under Rule 16(4) of the Companies (Share Capital and Debentures)
Rules, 2014 is required to be furnished.

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:

httos://www.ashianahousing.com/real-estate-investors/

financial-reoorts#3

Board of Directors

The Company has an optimum combination of Executive and Non¬
Executive Directors in conformity with Regulation 17 of the SEBI
(Listing Obligations and Disclosure Requirement) Regulations, 2015.
The Board consists of eight Directors, of which three are Executive
Directors and others are Independent Directors. Further details,
including statutory disclosures, are provided in the Corporate
Governance Report as part of the Directors Report.

Number of Meetings of the Board of Directors

The Board of Directors met 5 times during the financial year ended
March 31,2026, dates of these meetings are 30^th May 2025, 12^th
August 2025, 12^th November 2025, 11^th December 2025 and 10^th
February 2026 respectively. Proper intimations of these meetings
were given, and Board proceedings were properly recorded in the
minute books maintained for the purpose. The Board members
actively participated in the meetings and provided their valuable
inputs on the matters brought before them from time to time.
Additionally, on March 12, 2026, the Independent Directors held a
separate meeting in compliance with the requirements of Schedule
IV of the Companies Act, 2013 and the provisions of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Further, details regarding the meetings of the Board Committees are
mentioned separately as part of the Corporate Governance Report.

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, Mr. Krishna Suraj Moraje
and Mr. Vinit Taneja, 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. Vikas
Badriprasad Choudhury, 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.

All Independent Directors of the Company who are required
to undertake the online proficiency self-assessment test as
contemplated under the Companies (Appointment and Qualification
of Directors) Rules, 2014, either have passed such test, or have
time available to them to undertake such test.

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 Directors’ Report.

Audit Committee and Vigil Mechanism

In compliance with the provisions of Section 177(9) of the Companies
Act, 2013, the Board of Directors of the Company has framed the
Vigil Mechanism for Directors and employees of the Company.
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 this annual report which forms
part of the Directors’ Report.

Nomination and Remuneration Committee and its Policy

A Nomination and Remuneration Committee is in existence in
accordance with the provisions of sub-section (1) of Section 178
of the Companies Act, 2013. Please refer section on Corporate
Governance for matters relating to constitution, meetings, functions
of the Committee and the policy formulated by this Committee.

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 75 Crores has been transferred to General Reserve
during the period under review.

Dividend

The Company has distributed an Interim dividend @ 50%
i.e. H 1 per equity share H 2/- for the Financial Year 2025-
26 which was declared in the Board Meeting held on 10^th
February 2026. The Board of Directors of your company
have recommended the final dividend @ 75 % i.e. H 1.5/-
per equity share of H 2/- for the Financial Year 2025-26,
approval for which is being placed before the members in
the upcoming Annual General Meeting. Dividend (interim for
FY 2025-26 and final for FY 2024-25) has been distributed
as per the Dividend Distribution Policy of the Company which
is also given in the Corporate Governance section of this
Annual Report.

Material Changes and Commitments

The Company has also issued and allotted, on 24^th April 2026,
4,325 (Four Thousand Three Hundred Twenty- Five) Non- Convertible
Debentures (NCDs) at nominal value of H 1,00,000/- (Rupees One
Lakh) each aggregating to H 43,25,00,000/- (Rupees Forty-Three
Crores Twenty-Five Lakhs). The NCDs were issued for the proposed
Senior Living project of the Company to be located at Vadgaon -
Pune, Maharashtra.

Further, during the financial year 2025-26 the Government

of India consolidated 29 Labour Legislations into four Labour
Codes, which were notified to be effective from 21^st November
2025. The Company has carried out an assessment of the
impact of these Labour Codes on its financial statements.
Based on such assessment, the Company has recognized
additional impact of H 2.43 crores (on consolidation basis)
towards provision for gratuity, computed based on the

definition of wages as prescribed under the said Codes,
as at 31^st March 2026. The aforesaid assessment has
been carried out based on the rules/ framework presently
notified by the Central Government. The impact, if any, from
notification/ implementation of State specific rules and
regulations will be recognised in the period in which such

rules become effective.

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.

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

The information on the conservation of energy, technology absorption,
and foreign exchange earnings and outgo as required under Section
134(3)(m) of the Act read with Rule 8 of the Companies (Accounts)
Rules, 2014, is given in Annexure V.

Further, during the year under review, there were no foreign
exchange earnings but there has been foreign exchange outgo of
H 496.83 Lakhs. (Out of this amount H 147.82 Lakhs was towards
capital advance).

Compliance with Secretarial Standards

The Company has complied with the mandatory Secretarial
Standards issued by Institute of Company Secretaries of India (ICSI).

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. The risk
management approach is based on a clear understanding of the
variety of risks that the organization faces, disciplined risk monitoring

and measurement and continuous risk assessment and mitigation
measures. Major risk perception 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 of this annual
report, which forms part of the Directors’ Report. Further, the details
of activities undertaken under the CSR initiatives of the Company
are given in a separate section in this 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

The Nomination and Remuneration Committee of the Board has
formulated a Performance Evaluation Framework, under which
the Committee has identified criteria upon which every Director,
every Committee, and the Board as a whole shall be evaluated.
During the year under review the said evaluation had been carried
out. 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 eight
directors out of whom three are Executive Directors and others
are Independent Directors. Details of the 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 & Compliance Officer.

During the financial year 2025-26 Mr. Vikas Badriprasad Choudhury
was appointed as Independent Director of the Company in the
Board Meeting held on 10^th February 2026. His appointment as
Independent Director was approved by the members in the Extra¬
Ordinary General Meeting of the Company held on 22^nd April 2026
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.
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.

Corporate Restructuring

During the financial year 2025-26 there was no acquisition or
merger of any entity by or with the Company. Further, none of the
group company names were struck off from the records of the
Registrar of Companies during the financial year being reported.

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.

Insider Trading Code

The Company has adopted the Employee Share Dealing Code in
terms of the SEBI (Prohibition of Insider Trading), Regulations 2018.
This code is applicable to all Directors and Designated employees of
the Company. The code seeks to prevent dealing in Company’s share
by people having access to unpublished, price sensitive information.
The Company regularly monitors the transactions in terms of this
code. In accordance with the SEBI PIT Regulations, the Company
has a Code of Conduct to Regulate, Monitor and Report trading
by Designated Persons ("Code for Prevention of Insider Trading")
and a Code of Practices and Procedures for fair disclosure of
Unpublished Price Sensitive Information ("Code of Fair Disclosure").
The Company has established systems and internal controls to
support compliance with the SEBI PIT Regulations and the Code for
Prevention of Insider Trading, including mechanisms for identification
of Designated Persons, maintaining required records and oversight
through periodic reporting.

Failure to implement Corporate Action

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

Internal Control Systems

Adequate internal control systems commensurate with
the nature of the Company’s business, size and complexity
of its operations are in place and have been operating
satisfactorily. Internal control systems comprising of
policies and procedures are designed to ensure reliability
of financial reporting, timely feedback on achievement of
operational and strategic goals, compliance with policies,
procedure, applicable laws and regulations. Internal

control systems are designed to ensure that all assets and

resources are acquired economically, used efficiently and

adequately protected.

Auditors

a) Statutory Auditors

B. Chhawchharia & Co., Chartered Accountants, are the
Statutory Auditors of the Company. They were appointed by
the shareholders for a period of five years from the conclusion
of their Annual General Meeting held on 17^th September
2022. The existing tenure of the Statutory Auditors is upto the
conclusion of the 41^st Annual General Meeting i.e. the Annual
General Meeting for the financial year 2026-27.

The Statutory Auditors submitted their report to the Board
of Directors on the annual financials of the Company for the
Financial Year 2025-26. The Statutory Auditors’ Report does
not contain any qualification, reservation, or adverse remark
supported by a certificate expressing an Unmodified Opinion on
the Annual Financials of the Company. The report on Corporate
Governance and the report of the Statutory Auditors regarding
compliance with the conditions of Corporate Governance have
been furnished in the Annual Report and forms a part of the
Annual Report. The Notes on financial statement referred to
in the Auditors’ Report are self-explanatory and do not call for
any further comments.

b) Secretarial Audit and Secretarial Audit Report

The Board of Directors had appointed Mr. A.K. Verma C/o
A.K. Verma & Co., Practising Company Secretary, for a period
of 5 years, to conduct Secretarial Audit for the financial year
2025-26 onwards, which was approved by the shareholders
in their Annual General Meeting held on 25^th September
2025. However, Mr. A. K. Verma resigned from the position
of Secretarial Auditor, due to preoccupation in other
assignments, on 26^th May 2026. The Board of Directors, then,
appointed Anjali Yadav & Associates (Company Secretaries) as
Secretarial Auditors of the Company for a term of five years in
place of A.K. Verma & Co. Her appointment is subject to the
approval of the shareholders in the ensuing Annual General
Meeting. The Secretarial Audit Report for the Financial Year
2025-26 for the Secretarial Audit done by A.K. Verma & Co.
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
has appointed Pant S. & Associates (Cost Accountant having
Membership No. 32283), as the Cost Auditors of the Company
for the Financial Year 2026-27 in their meeting held on 27^th
May 2026. 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 recommendations of the Audit Committee the
Board of Directors, in their meeting held on 27^th May 2026,
has re-appointed Grant Thornton (Bharat) LLP (Chartered
Accountants) as the Internal Auditors of the Company for the
financial year 2026-27.

Auditors’ Report on Fraud

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

As per the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
("the Prevention of Sexual Harassment Act"), the Company has
formulated a Policy for prevention, prohibition and redressal of
sexual harassment at workplace ("POSH Policy") and set up Internal
Complaints Committees, to redress complaints relating to sexual
harassment at workplace. Your Company has complied with the
provisions of the above Act in letter and spirit. The POSH Policy is
available on the Company’s website at https://www.ashianahousing.
com/real-estate-investors/corporate-governance#2

The Company periodically conducts sessions for employees across
the organization to build awareness about the Policy and the
provisions of the Prevention of Sexual Harassment Act.

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.

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 financial year under review, there were no instances of
one-time settlement with any bank or financial institution. Accordingly,
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 6,52,132/- on 25^th October 2025 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 2017-18, 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 75,812 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#5 or can mail at nitin.sharmaBashianahousing.com.

Members can claim from IEPF Authority their dividend
entitlements and/ or shares transferred to IEPF by following
the required procedure.

Service of documents through electronic means

Subject to the applicable provisions of the Companies Act, 2013,
and applicable law, all documents, including the Notice and Annual
Report shall be sent through electronic transmission in respect of
members whose email IDs are registered in their demat account or
are otherwise provided by the members. A member shall be entitled
to request for physical copy of any such documents.

Particulars of Employees and Related Disclosures

During the year under review, none of the employees of the Company
was in receipt of the 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 open for inspection and any

member interested in obtaining a copy of the same may write to the
Company Secretary at nitin.sharmaBashianahousing.com.

Payment of remuneration/commission to Executive Directors
from holding or subsidiary companies

Neither the Managing Director, nor the Whole Time Director of
the Company are in receipt of remuneration/ commission from
any subsidiary company of the Company. The Company has no
holding company.

Other Statutory Committees

Other committees constituted by the Board of Directors,
including Board Committees, play a significant role in
the governance structure. These Committees oversee
specialized areas of operations and provide recommendations
based on expertise. Details of the other committees of the
Board are given in the Corporate Governance Section of
this annual report.

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 2024-25.

(d) the Board of Directors have recommended the re-appointment
of Mr. Krishna Suraj Moraje as Independent Director of the
Company for another term of five years. His re-appointment
is subject to confirmation of members of the Company in their
ensuing Annual General Meeting.

Acknowledgements

The Directors place on record their sincere appreciation for
the unwavering hard work, dedication, and commitment of all its
employees, whose efforts continue to underpin the Company’s
industry-leading performance. Their passion and resilience have been
instrumental in sustaining the Company’s leadership and driving its
continued success. With such a strong foundation and shared vision,
the Board is confident to drive continued success in the years ahead.

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, respective state governments and their
agencies for providing us excellent business opportunities, to our
bankers for their continued support and guidance from time to
time. The Directors also express their sincere thanks to all the
shareholders, suppliers/vendors, investors, and customers for their
continued support and trust they have reposed on the Management.

For and on behalf of the Board of Directors

Date: 11^th August 2026 Vishal Gupta Ankur Gupta

Place: New Delhi (Managing Director) (Jt. Managing Director)

1

Ashiana Swarang Phase 2 & 3 is a 'Senior Living’ project
located at Chennai (Tamil Nadu) launched in August 2025 and
January 2026 respectively. Both the phases of this project
have 1, 2 and 3 BHK units with saleable area of 0.88 lakhs
square feet in Phase 2 and 1.61 lakh square feet in Phase
3 respectively.