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

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.

Commercial segment in Advik was launched in Q4 FY25 and included in Advik Phase 1 above.

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 1 00
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/-
(Indian Rupees One Lakh Only) each aggregating to H 125,00,00,000/-
(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 1 9.54 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.

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 Extra¬
Ordinary 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#5 or can mail at nitin.sharma@ashianahousing.com.

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 1 36 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.

For and on behalf of the Board

Date: 12^th August 2025 Vishal Gupta Ankur Gupta

Place: Jaipur [Managing Director] [Jt. Managing Director]

DIN:00097939 DIN:00059884