Equity Analysis

To

The Members,

Ladam Affordable Housing Limited,

Thane

Your directors have pleasure in submitting their 45^th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^st March, 2024.

The Company's financial performances for the year under review along with previous year's figures are given hereunder:

During the year under review, your Company has registered revenue as per Standalone & Consolidated financials of Rs. 15,26,338 and Rs. 1,04,16,528 against Rs. 5,97,861/- and Rs. 1,28,68,681/-respectively in the previous year. The Profit/(Loss) after taxes as per Standalone & Consolidated financials in the current year is Rs. (11,92,034)and Rs. (9,28,366)respectively and Profit/(Loss) after taxes as per Standalone & Consolidated financials are (23,24,536) and Rs. (19,11,665) /- respectively in the previous year.

Cash and cash equivalents as per standalone and consolidated financials as on March 31, 2024 was Rs. 2,21,388 and Rs. 67,25,688 respectively. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

The Board does not recommend any Dividend for the current financial year due to incurring losses during the year under review.

The Company has not transferred any amount to General Reserve.

Since there was no amount of unpaid/unclaimed Dividend, the Company is not required to transfer any amount to the Investor Education & Protection Fund as per provisions of Section 125 of the Companies Act, 2013.

The Company has not accepted any deposits which would be covered under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Pursuant to change of its name and Main objects in the year 2015-16, the Company intends to monetize its real estate portfolio by getting into construction of mass housing project considering affordable housing project scheme.

There are no material changes and commitment affecting the financial position of the Company occurred from 31st March, 2024 till date of this report which are required to be reported.

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement: ?

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors have 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;

(d) the directors have prepared the annual accounts on a going concern basis; and

(e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

In pursuant to the provisions of the Companies Act, 2013 and the Articles of Associations of the Company, Mr. Ashwin Kumar Sharma retires by rotation and being eligible, offer himself for re-appointment.

The following persons have been designated as key managerial personnel of the Company pursuant to section 2(51) of the Companies Act, 2013 read with rules framed thereunder:

1. Mr. Sumesh Aggarwal - Chief Executive Officer (CEO)

2. Ms. Mohini Budhwani (Resigned w.e.f. 31st Dec 2023)

3. Ms. Hemanshi Lodaya (Appointed w.e.f. 26th March 2024)

4. Mr. Rajesh Mukane- Chief Financial Officer (CFO)

A calendar of Board Meetings, Annual General Meeting and Committee Meetings is prepared and circulated in advance to the Directors of your Company.

The Board of Directors of your Company met 5 times during 2023-24 i.e., on 29^th May, 2023, 14^th August, 2023, 09^th November, 2023, 13^th February, 2024 and 26^th March,2024 . The maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days.

The Company has complied with the applicable Secretarial Standards in respect of all the above-Board meetings.

All the directors were present in the above-mentioned Board meetings.

(i) The ratio of remuneration of each Director to the Median remuneration of the employees of the Company for the F.Y. 2023-24

any remuneration during the F.Y. 2023-24 from the Company.

(iii) The Percentage increase in the median remuneration of the Employees in the Financial Year.

The Percentage increase in the median remuneration of the employees in the financial year 2023-24 is 0 %

(iv) The Number of Permanent employees on the rolls of the Company

Permanent employees on the rolls of the Company as on March 31, 2024 were 5.

(v) Average percentile increase already made in the salaries of the employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

Average percentile increase for the employees for the F.Y. 2023-24 is 0%. The increment given to each individual employee was based on the employees potential, experience, performance and contribution to the Company's performance targets over a period of time and also benchmarked against Industry Standard.

The details of remuneration / commission received by the directors of the Company from the holding Company / subsidiary Company are as follows:-

(ii) The Percentage increase in remuneration of each Director, CFO, CEO, CS, if any, in the financial year.

Pursuant to the provisions of the Companies Act, 2013 and under Regulation 25 of the SEBI (Listing obligations and disclosure requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The policy is available on the Company's website at www.ladamaffordablehousing.com

As per Section 135(1) of Companies Act 2013, every company having net worth of Rs. Five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee. However the Company does not come under the purview of said criteria for complying CSR provisions during the period under review.

The Independent Directors meet at least once in a year, without the presence of Executive Directors or Management representatives.

The Independent Directors met on 13^th February, 2024 during the Financial Year.

The Company proactively keeps its directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The details of the same are available on the website of the Company.

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Schedules and Rules issued there under and under Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

M/s D.P Sarda & Company, Chartered Accountants, (Firm's Registration No. 117227W) are considered for re-appointment as Auditors of the Company for a term of four (4) consecutive years subject to approval of shareholders at the AGM held on 25th September,2024. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

STATUTORY AUDITORS' REPORT (Qualification if any)

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not calls for any further comment.

There were no incidences of reporting of fraud by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. Ashita Kaul & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2023-24

The Secretarial Audit Report contains three qualifications given by the M/s. Ashita Kaul & Associates, i.e.:

1. As per Regulation 31(2) of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015 the entire shareholding of Promoter(s) and promoter group needs to be in dematerialized form, however the above requirement was not complied by the company as 8,00,000 shares of Mr. Bharat Bhushan Aggarwal (The Promoter of the company) was not in Dematerialized form as the shares were pledged secure a loan taken by an associate company

Management Response: The shares are pledged to secure a loan taken by an associate company and physical share certificates have been handed over to Lender.

2. As per Regulation 30(6) of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation,2015, the listed entity is required to disclose to stock exchange of all events specified in Part A of Schedule III, wherein the outcome of board meeting held to consider Financial Results needs to be intimated within 30 minutes, however the company failed to submit the outcome of Board meeting for the half year ended 30^th September,2023 due to unexpected network issues which were out of company's control.

Management Response : Due to unfortunate circumstances and unexpected network issues company was unable to upload the outcome within the time limited as prescribed under Regulation 30(6) and SEBI III of SEBI(LODR) REGULATIONS ,2015. Further, we state that due to circumstances which was not in scope of human control we had tried our best to upload the same without any malafide intention.

4. As per Regulation 23(9) of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015, the listed entity is required to submit to the stock exchanges disclosures of related party transactions in the format as specified by the Board from time to time. The company failed to submit disclosure of related party transaction to BSE for the half year ended 30th September, 2023 due to misinterpretation of the regulations. However, corrective measures were implemented, and the disclosure was submitted on November 11, 2023.

Management Response: Due to misinterpretation, there was a delay in disclosing related party transactions. Corrective measures are taken. Disclosure was made on November 11, 2023.

5. According to Regulation 34 of SEBI (LODR) Regulations,2015 failed to submit Annual Report within the period prescribed and subsequently BSE had withdrawn the Fine.

Management Response: We had submitted Annual report under Reg 34 (1) on the BSE Website dated 24^th August, 2023 and also on the Company's Website within the prescribed time Limit. As a proactive measure to address this concern, we had refiled the annual report.

Management Response: The Company has paid the Annual Listing Fees and is in the process of revocation of suspension and is complying with the compliance of CSE

7. According to Regulation 32(1) of Chapter V of SEBI (Delisting of Equity Shares) Regulation 2021, a stock exchange can delist a company's shares based on rules under the Securities Contracts (Regulation) Act, 1956. The company has failed to submit compliances to Calcutta Stock Exchange (CSE) and failed to revoke suspension of the company. As a result, Central Depository Services (India) Limited (CDSL) has freezed the demat account of Mr. Sumesh Aggarwal (Chairperson, Promoter, CEO), Mr. Ashwin Kumar Sharma (Non-Executive Independent Director), and Ms. Geetu Padavale (NonExecutive Independent Director).

Management Response: The Company is in the process of revocation of suspension and is complying with the compliance of CSE.

As required under Section 134 (3)(a) of the Act, the Annual Return for the year 202324 is put up on the Company's website and can be accessed at:

The details of financial performance of Subsidiary/ Joint Venture/Associate Company

is furnished in Annexure B and attached to this report.

The particulars of Loans, guarantees or investments made under Section 186 are

furnished in Annexure C and are attached to this report.

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 186 are furnished in Annexure D and are attached to this report.

The Company has complied with the Corporate Governance requirements under Companies Act 2013 and as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A Separate Section on Corporate Governance under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with the Certificate from Practicing Company Secretary confirming the Compliance, is annexed and forms part of the Annual Report.

The Company has complied with the Secretarial Standards issued by Institute of Company Secretaries of India on Meeting of the Board of Directors and General Meetings.

The Company's internal Auditors had conducted periodic audit to provide reasonable assurance that the Company's established policies and procedure have been followed.

The Company has a proper and adequate internal control system for all its activities including safeguarding and protecting its assets against any loss from its unauthorized use or disposition. All transactions are properly documented, authorized, recorded and reported correctly. The Company has well defined Management Reports on key performance indicators. The systems are reviewed continuously and its improvement and effectiveness is enhanced based on the reports from various fields. Normal foreseeable risks to the company's assets are adequately covered by comprehensive insurance.

Your Company is not engaged in any manufacturing activities and therefore, no particulars are required to be disclosed under the Rule 8(3) of the Companies (Accounts) Rules, 2014, in respect of conservation of energy and technology absorption.

Further, there were no foreign exchange earnings and outgo during the year under review.

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

The Company has not issued any Sweat Equity Shares during the year under review.

No Bonus Shares were issued during the year under review.

The Company has not provided any Stock Option Scheme to the employees. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All the Directors and the designated employees have confirmed compliance with the Code.

In compliance with various Regulations of the SEBI (Listing obligations and disclosure requirements) Regulations, 2015 entered in with the Stock Exchange, a separate section on Management Discussion and Analysis that includes details on the state of affairs of the Company as required to be disclosed in the Directors Report forms part of this Annual Report.

The Board has constituted various committees which are constituted in compliance with the applicable provisions of Act and Listing Regulations. Detailed Composition of all the Committees held during the year under review is provided in Corporate Governance Report of the Company.

The Company has duly constituted Audit Committee comprising of Mr. Jayaprasad Pillai, Independent Director (Chairperson), Mr. Sumesh Aggarwal, Executive Director and, Mrs. Geethu Padavale, Non-Executive Independent Director. The terms of reference, Scope and powers of Audit Committee are in line with the applicable provisions of the Act & Listing Regulations. Company Secretary acted as secretary to the committee.

The Company has duly constituted Nomination & Remuneration Committee comprising of Mr. Jayaprasad Pillai, Independent Director (Chairperson), Mr. Ashwin Kumar Sharma, Executive Director, and Mrs. Geethu Padavale, Non-Executive Independent Director. The Remuneration Policy is available on the Company's website at www.ladamaffordablehousing.com

The Company has duly constituted Stakeholders Relationship Committee comprising of Mr. Jayaprasad Pillai, Independent Director (Chairperson), Mr. Ashwin Kumar Sharma, Non- Executive Director and Mr. Sumesh Aggarwal, Executive Director. The terms of reference, Scope and powers of SRC are in line with the applicable provisions of the Act and Listing Regulations.

As required under Regulation 22 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has an effective Whistle Blower Policy to deal with the instances of fraud and mismanagement. The policy is available on the Company's website at www.ladamaffordablehousing.com. The policy provides for adequate safeguard against the victimization of the employees.

Your Company has framed a Risk Management Policy to monitor the risk and manage uncertainty and changes in internal and external environment to limit negative impacts and capitalize on opportunities.

The applicable information required pursuant to section 197 of the Companies Act, 2013 read with rule (5) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 in respect of employees are as under:

Details of top ten employees in terms of the remuneration and employees in receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details prescribed under rule 5(3) of the said rules, which form part of the Director's Report, will be made available to any member on request, as per provisions of Section 136(1) of the Act.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no cases reported during the financial year ended March 31, 2024.

The Management is committed to ensure safety of its employees, plant and community at all its operations. The safety Management system has been established, communication, involvement, motivation, skill development, training and health have been identified as the key drivers for safe working environment. These initiatives have resulted in reducing the injuries and lost time significantly.

The Company has always been socially conscious corporate and has always carried forward all its operations and procedures following environment friendly norms with all necessary clearances.

Your directors place on records their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

There was no instance of onetime settlement with any Bank or Financial Institution.

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

Ladam House, C-33,

Opp. ITI, Wagle Industrial Estate, Thane(W) 400604 Date: August 13^th, 2024 Place: Thane