Ansal Buildwell Ltd

Dear Shareholders,

The Directors have pleasure in presenting the fortieth Annual Report on the business and operations of the Company together with Audited Financial Statements for the year ended 31st March, 2024.

FINANCIAL SUMMARY RESULTS

The working Results of the Company arc briefly given below:

The Company has adopted Indian Accounting Standards ("IND AS") from April 1, 2017 and accordingly the financial statements have been prepared in accordance with the Companies (Indian Accounting Standards) Rules. 2015 (IND AS) prepared under Section 133 of the Companies Act. 2013. The date of transition to IND AS is April 1, 2016.

DIVIDEND

Your Directors are pleased to recommend, for your approval, payment of Dividend at the rate of Rs. 1.00 per ordinary equity share i.e. 10% for the year ended 31st March, 2024 (previous year nil).

OTHER EQUITY

Other Equity at the beginning of the year was Rs 10.102.91 lakhs. Other Equity at the end of year i.e. 31st March. 2024, is Rs. 10,939.34 Lakhs.

REVIEW OF OPERATIONS/STATE OF COMPANY'S AFFAIR

During the year under review profit before Tax is at Rs. 1.449.39 lakhs as against last year's profit before tax Rs. 133.36 lakhs. The sales and other income is 4.297.07 lakhs as against previous year 2706.75 lakhs. Profit aftertax at the end of the current year is Rs. 911.36 lakhs. Other Equity stood at Rs. 10,939.34 lakhs as at 31st march. 2024.

The operational performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report and the same forms part of this Directors' Report.

CORPORATE GOVERNANCE

Corporate governance refers to the accountability of the Board of directors to all stakeholders of the Company i.e. shareholders, employees, suppliers, customers and society at large towards giving the Company a fair, efficient and transparent administration. To accomplish this goal we constantly follow the principles of Transparency' the quality of disclosure which enables one to understand the truth easily; ‘Accountability* means the responsibility to explain the results of decisions taken in the interest of Company; Independence' on part of top management to take all corporate decisions on business prudence.

The requisite certificate from Independent Auditors Ms I.P Pasricha & Co.. Chartered Accountants, confirming the compliance of the provisions of the corporate governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. is attached to the report on Corporate Governance along with Management's Discussion and Analysis Report which forms an integral part of the Annual Report.

LISTING

The Equity shares of the Company are listed at Bombay Stock Exchange Limited (BSE). The Company has paid I listing Fee to the said exchange up to the financial year 2024-25.

CO R PO R AT K SOCIA IRES PON SIBII.ITY(CSR)

In compliance with the provisions of Section 135 of the Companies Act. 2013. the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee headed by Shn Subahsh Verma as Chairman with Shri Shobhit Charla and Smt. Suman Dahiya as members. Shri Shobhit Charla, Wholetime Director, was appointed as a member of CSR committee on 14th November. 2022. Shri Ajay Kumar Pandita, CSR Incharge. looks after the day to day operation of CSR activities of the Company as approved by CSR Committee.

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company's website at the link: https://www.ansalahl.com /common/pdfs/Corporate-Social-Rcsponsibility-CSR-Committcc-and-its-Policy-12318.pdf

During the period under review the Company has identified two core areas of engagement: Bird and Animal Hospital. health awareness and educational programs. The Company would/may also undertake other need based initiatives in compliance with schedule VII to the Act.

The Company is supporting CSR programs i.e. Bird and Animal Hospital through implementing agency "SANSTHANAM ABHAY DAANAM". having Registered office 26. Second floor, Shakti Khand-3, Indrapuram,Ghaziabad. UP-31. UP-201014 Registered with ROC-Delhi vide Registration No. CSR00001492. The Company is also supporting educational program through SAVBRA ASSOCIATION.

The average net profit of the Company, computed as per Section 198 of the Companies Act. 2013, during three immediately preceding financial years is Rs. 858.07 lakhs. Prescribed CSR expenditure i.e. 2% of above comes to Rs. 17,16.140. Therefore the Company is required to spend Rs. 17.17 lakhs on CSR for the financial year 2023-24.

Annual report on CSR is attached as Annexure *A.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company already has 100% shareholding of its six non listed Indian wholly owned subsidiary companies i.e. M/s Ansal Real Estate Developers Pvt. Ltd.. NTs Lancers Resorts & Tours Pvt. Ltd.. M's Potent Housing and Construction Pvt. Ltd.. M/s Sabina Park Resorts Marketing Pvt. Ltd.. M s Triveni Apartments Pvt. Ltd. and M's Ansal Crown Infrabuild Pvt. Ltd (Under GRP). These subsidiary companies do not fall under the category' of'Material subsidiary company* under Regulation I6( IRc) of SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015.

One of the operational creditor filed the petition against Ansal Crown Infrabuild Private Limited company before the Hon'blc NCLT. The Hon'ble NCLT has admitted application bearing C.P. (IB) 783/2022 under section 9 of the IBBC code 2016 against the M s Ansal Crown Infrabuild Private Limited on dated 21st April. 2023 and accordingly the Corporate Insolvency Resolution Process (CIRP) of IBC. 2016 was initiated.

Besides the above, the Company has four joint venture companies viz. Vi's JKD Pearl Developers Pvt. Ltd.. M s Incredible Real Estate Pvt. Ltd., M/s Southern Buildmart Pvt. Ltd., andM/sSunmoon Buildmart Pvt. Ltd. The Company has also one Associate Company viz. Aadharshila Towers Pvt. Ltd.

The Annual Accounts of the subsidiaries and detailed information are kept at the registered office of the Company and available to investors seeking information during business hours of the Company. The financial statements of the subsidiaries companies arc also uploaded at company's web-site www.ansalabl.com.

Pursuant to first proviso to Section 129(3) of the Companies Act. 2013 read with rule 5 of Companies (Accounts) Rules. 2014, a report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is provided in form AOC-1 attached to the financial Statement of the Company and hence not repeated here for the sake of brevity.

CONSOLIDATED FINANCI ALSTATEMENT

The consolidated financial statement of the Company, its subsidiaries, associates and joint venture companies, prepared in accordance with accounting principles generally accepted in India, including accounting standards specified under Section 133 of the companies Act, 2013 read with rule 7 of the companies (Accounts) Rules, 2014, form pan of the Annual Report and arc reflected in the consolidated financial statement of the Company.

DEPOSITORY SYSTEM

Pursuant to the directions of the Securities and Exchange Board of India (SFB1) effective from 26th March. 2001 trading in the Company's shares in dematcrialization form has been made compulsory for all investors. Dematerialization form of trading would facilitate quick transfer and save stamp duty on transfer of shares. Members arc free to keep the shares in physical form or to hold the shares with a "DEPOSITORY PARTICIPANT" in demat form. However, from April 1, 2019, no shares in physical form can he lodged for transfer and only shares in dematerialized form will be transferred. For this purpose the Company has appointed M/s Iink Intimc India Pvt. I .td. as Registrar and Share Transfer Agent (RTA) of the Company. The specific IS1N No. allotted to the Company by NSDL and CDSL is 1NE030C01015.

DEPOSITS

The Company has not accepted any public deposit during the financial year under review.

TRANSFER OF UNCLAIMED DIVIDEND/DEPOSIT TO I EPF

As per provision of Section 124 and 125 of the Companies Act. 2013, dividend, deposit etc remaining unclaimed for a period of seven years from the date they become due for payment have to be transferred to Investor Education and Protection Fund (IEPF) established by the Central Government.

During the year under review, unclaimed dividend of Rs. 3,51,885/- for the year 2015-16 were duo for transfer to the said IF.PF and the Company had transferred said unclaimed dividend of Rs. 3,51,885/- to the said IEPF, in time.

AUDITORS AND AUDITORS' REPORT

Independent Auditors

Pursuant to provisions of Section 139, 142 and other applicable provisions of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules. 2014 the Company has appointed M/s I. P. Pasricha & company. Chartered Accountants (Finn Registration No. 000120N) as Independent Auditors of the Company in its Annual General Meeting held on Friday the 30th September, 2022. to bold office for a term of 5 consecutive years from the conclusion of 38th Annual General Meeting to the conclusion of 43rd Annual General Meeting subject to ratification of their appointment by the members annually at a remuneration to be decided annually by the Board of Directors of the Company.

The notes on financial statement referred to in Auditors' Report are self-explanatory and do not call for any further comments. The Auditors commented in their report that the Company has not delayed in repayment of dues to financial institutions as mentioned in para (ix) of Annexurc ‘A' to the Auditors' Report.

Internal Auditors

The Board of Directors of your Company has appointed M's Shailender K. Bajaj & Co. Chartered Accountants, (Firm Registration No. 12491N) as Internal Auditors pursuant to the provisions of Section 138 of the Companies AcL 2013. The Audit Committee took into consideration observation and corrective actions suggested by the Internal Auditors.

Secretarial Auditors

Pursuant to provision of section 204 of the Companies Act. 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of directors of the Company had appointed M/s Mahesh Gupta & Company, a firm of Company Secretaries in Practice, (C.P. No. 1999), to undertake the secretarial audit of the Company for the year ended 31 st March. 2024. The Secretarial Audit Report given by M's Mahesh Gupta & Company is annexed herewith as Annexurc ~‘B' There is no qualification, reservation or significant adverse remark made by Secretarial Auditors of the Company in their report for the financial year 2023-2024.

During the year under review, the Company has complied all the applicable secretarial standards issued by Institute of Company Secretaries of India (ICSI).

Cost Auditors, Cost Accounts and Cost Auditors' Report

Pursuant to Section 148 of the Companies Act. 2013, and Rule 6(2) of Companies (Cost Records and Audit) Rules, the Board of Directors had appointed M/s Gaurav Kumar & co. (Registration No. 101428) as cost Auditors of the Company.

Pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under Section 148 of the Companies Act, 2013, prescribed cost accounts and cost records have been maintained for the year 2023-24.

(A) Change in Directors and Key Managerial Personnel

During the period under review term of Shri Subhash Verma, Independent Director expired on 31st March. 2024. The Board of Directors in their meeting held on 30th May, 2024 has re-appointed Smt. Suman Dahiya (DIN: 08498804) as Independent Director for another term of five consecutive years w.e.f. 1st April 2024 to 31st March. 2029. The Board of Directors has also appointed Shri Vijay Talwar (DIN: 02647994) as Additional director (Independent) for five consecutive years w.e.f. 30th May 2024 to 29th May. 2029.

The Board of Directors accords their approval to seek shareholders' approval by way of Special Resolution through Postal Ballot Process for the appointment of above Directors.

In accordance with provision of Section 152 of the Companies Act. 2013 and Articles of Association of the Company Shri Shobbit Charla Director (DIN: 00056364) of the Company retires by rotation and being eligible offers himself for reappointment.

(B) Declaration by Independent Directors

Smt. Suman Dahiya and Shri Vijay Talwar Independent directors of the Company have given a Declaration that they meet the eritcria of Independence as laid down under sub Seetion (6) of Section 149 of the Companies Act. 2013 and Regulation I6( I )(b)of the listing regulation

(C) Formal Annual Evaluation

Pursuant to the Provisions of the Companies Act. 2013 and SHBI (Listing Obligations and Disclosure Requirements) Regulation. 2015 the Board has carried out an Annual Evaluation of its own performance, that of its Committee and the Directors individually. Nomination and Remuneration Committee has prescribed the criteria lor performance evaluation of Board, its committees and individual directors.

Directors were evaluated on various aspects, including inter alia active participation, specialization on subject and expressing views, dissemination of information and explanation or response on various queries in the meeting.

The performance evaluation of Non-Independent Directors. Wholetime Director and the Board as a whole was carried out by Independent Directors. The performance evaluation of Independent Directors was carried out by the entire Board, excluding Directors being evaluated.

(D) Remuneration Policy

The Company has adopted a Policy for "Appointment and Remuneration of Key Managerial Personnel and whole time Directors and Independent Directors and other Senior Employees" pursuant to provisions of the Act and listing regulations as follows;

(a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully.

(b) Relationship of remuneration to performance isclcarand meets appropriate performance benchmarks; and

(c) Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive to the working of the Company and its goals.

(E) Familiarisation Programmes of Independent Directors

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are pul up on the website of the Company at the link: https://www.ansalabl.com/common/pdfs/Familiarisation-Programmc-for-the-lndcpcndcnt- Directors_ABL.pdf

(F) DIRECTORS'RESPONSIBILITYSTATEMF.NT

As stipulated in Section 134(3) (c) and 134(5) of the Companies Act. 2013, your Directors to the best of their knowledge and ability, confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there arc no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that arc 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 & Loss of the Company for that period:

(iii) they have taken proper and sufficient care lor 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) they have prepared ihe annual accounts on a going concern basis;

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

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems arc adequate and operating effectively.

DISCLOSURES UNDER COMPANIES ACT, 2013

Composition of Audit Committee

On the retirement of Shri Subhash Verma from the directorship of the Company and the appointment of Shri Vijay Talwar as Independent Director the Board has re-constituted an Audit Committee with Shri Vijay Talwar as chairman. Shri Shobhit Charla wholetime director and Suit. Suntan Dahiya, Independent Director as member. There have been no instances during the year when recommendations of the Audit Committee were not accepted by the Board.

Vigil Mechanism for directors and employees

The Company has established a vigil mechanism for directors and employees to report their genuine concerns and grievances. Under this mechanism a "Whistle Blower Policy" has been formulated to provide an opportunity to directors and employees an avenue to raise their concerns and grievance, to access in good faith the Audit committee to the highest possible standard of ethical, moral and legal business conduct. The policy also provides adequate safeguards against victimization of directors and employees who avail the vigil mechanism. The "Whistle Blower policy" as approved by the Board of Directors was uploaded on the Company's website www.ansalabl.com at webIink https://www.ansalabl.com.'common^;pd/website-Blower- Policy.pdf

Board and Committee Meetings

Notes of Board and Committee Meetings held during the year was circulated in advance to the Directors. During the year under review Six Board Meetings and four Audit Committee Meetings were convened and held. There have been no instances during the year when recommendations of the Audit Committee were not accepted by the Board.

Details of the composition of the Board and its Committees and of the meetings held and attendance of the Directors at such meetings are provided in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

Particulars of Ioans, Guarantees and Investments

Details of loan. Guarantees and Investment covered under the Provisions of Section 186 of the Companies Act. 2013, are given in the accompanying financial Statements. Your Directors draw your kind attention to notes of standalone financial statements for details.

Annual Return

Pursuant to the provision of Section I34(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules. 2014. the Annual Return is available on the Company's website www.ansalabl.com.

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

The particulars as required under clause (m) of sub-section 3 of Section 134 of the companies Act. 2013 read with Rule 8(3) of Companies (Accounts) Rules. 2014. are set out as under:

(C) Foreign exchange earnings and outgo-

Thc particulars relating to Foreign Exchange earnings and Outgo during the period are:

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures required under the Provisions of Section 197(12) of the Companies Act. 2013 read with Rule 5(I) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Anncxure *C'

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 arc annexed as Anncxure - *D'

RISK MANAGEMENT POLICY

In order to timely anticipate, identify, analyse and then manage threats that could severely impact or bring down the organization, Company has developed a "Risk Management Policy". The Policy has been placed before the Board and approved by the Board of Directors. During the year under review no element of risk except COVID-19 pandemic and its after effects has been identified which, in the opinion of Board, may threaten the existence of the Company. The policy has been uploaded on Company's web-site www.ansalabl.com at weblink: http://www.ansalabl.com/pdfs/Risk- Managemcnt-policy.pdfs

INTERNAL FINANCIAL CONTROL

The Board of directors of the Company had discussed in their meeting about the effectiveness and appropriateness of a sound Internal Financial Control System already established in the Company. They also discussed the strength and weakness of the system. They also discussed the various suggestions recommended by the audit committee with the internal auditors. Internal audit department prov ide an annual overall assessment of the robustness of the Internal Financial control System in the Company.

CONTRACTS AND ARRANGEMKNTS WITH RELATED PARTIES

All Related Party Transactions that were entered into during the financial year were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no material significant Related Party Transactions made by the Company during the year that would have required Shareholder's approval.

Shri Ciopal Ansal has been appointed as Senior President of the company an office of place of profit in the company. His remuneration is within the limits specified under Companies (Meeting of Board and its powers) rules 2014.

All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval of the Audit Committee is obtained for the transactions which arc repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis. Disclosure as required by the Indian Accounting Standard (IND AS-24) has been made in notes to the financial statement. Your Directors draw attention of the members to Note 38 to the standalone financial statement which sets out related party disclosures.

MATERIA L CHANGE AND COM MIIM ENTS

No changes, affecting the financial position of the Company, have occurred between the end of financial year on 31 st March. 2024 and the date of this report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no incidence/transactions on these items during the year under review:

1. Issue ofequity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. Neither the Managing Director nor the whole-time Director of the Company receives any remuneration or commission from any of its subsidiaries.

4. No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

5. That the Company has complied with provisions relating to the constitution of internal complaints committee under the Sexual Harassment of Women at Work Place (Provision. Prohibition and Redressal) Act, 2013. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at workplace (Prevention. Prohibition and Redressal) Act, 2013.

6. There is no change in the nature of business of the Company during the year under review.

7. The Company had taken necessary steps for Haryana State Pollution control Board.

ACKNOWLEDGEMENT

We wish to convey our sincere thanks to various agencies of the Central Government, State Governments, Banks and Business Associations for their co-operation to the Company. We also wish to place on record our deep sense of appreciation for the committed services by the Company's executives, staff and workers.