DLF Ltd

Dear Members,

The Board of Directors take pleasure in presenting their 60^th Annual Report on the business and operations of the Company, together with the audited financial statements for the Financial Year ended 31 March 2025.

Financial and Operational Highlights

Financial Performance Review and Analysis

The Company delivered a strong financial performance during the period. Consolidated revenue (including other income) grew to Rs 8,996 crore, delivering a 29% growth, as compared to the previous year. The increase in the revenue is attributable to the completion of a few large projects and higher other income on account of higher interest income earned from the cash balances in designated RERA accounts. Total operating expenses (excluding finance costs, depreciation and amortisation expenses) were Rs 5,885 crore. Consolidated EBITDA continued to improve and increased to Rs 3,111 crore, reflecting a strong growth of 17%, as compared to the previous year.

Total comprehensive income (including one-time impact of exceptional items) witnessed a robust Y-o-Y growth of 60% and stood at Rs 4,356 crore during the year.

DLF Cyber City Developers Limited

DLF Cyber City Developers Limited (DCCDL) reported a consolidated total income of Rs 6,448 crore, reflecting 9% growth over the previous period, primarily led by the rental growth in the office and retail portfolio. DCCDEs consolidated EBITDA stood at Rs 4,949 crore in FY 2024-25 in comparison to Rs 4,478 crore in FY 2023-24, reflecting an 11% growth over the previous period. Total comprehensive income (including one-time impact of exceptional items on account of sale of Kolkata IT Park) stood at Rs 2,461 crore, reflecting 46% growth over the last year.

Review of Business Development Business

The development business continued to exhibit a strong performance. Quality products offering best-in-class communities by DLF, saw encouraging demand leading to record performance in new sales bookings during the fiscal. The total new sales bookings for the fiscal stood at Rs 21,223 crore.

DLF's latest super luxury offering - The Dahlias in DLF 5, Gurugram, saw an encouraging response from its customers, garnering new sales bookings of Rs 13,744 crore.

Following the success of DLF Privana's inaugural phase - DLF Privana South, DLF's next phase of this offering - DLF Privana West in Sector 76/ 77, Gurugram, received a remarkable response from its customers, achieving a complete sellout, garnering a total sales value of Rs 5,600 crore within just few days of launch.

Rental Business

The rental business continues to demonstrate steady growth and continues to operate at a high occupancy level of 94%.

The retail business continued its growth trajectory by delivering 10% growth as compared to the previous year. All the retail malls continue to operate at high occupancy levels and deliver healthy growth. Outlook towards this segment remains positive and hence expansion plans in this segment remain on track.

The Company also anticipates continued momentum across the retail business and expects to commence the operations of three new retail destinations across the micro-markets in Gurugram, Delhi and Goa in FY 2025-26.

The Company has identified a pipeline of new products, totaling -2.60 million square meters (msm) [-28 million square feet (msf)] across the office and retail complexes that it intends to build over the medium term, delivering healthy growth across the annuity business. The Company expects its rental revenue to surpass Rs 10,000 crore by the end of the medium term.

Dividend

The Company continues to consistently reward its shareholders with steady dividend payout. The Board has recommended a dividend of Rs 6/- per equity share (300%) (previous year Rs 5/- per equity share) of the face value of Rs 2/- each for FY 2024-25, payable to those shareholders, whose names appear in the Register of Members/ list of Beneficial Owners, provided by the Depositories, on the record date. The recommended dividend payout results into a 3x growth across 4 years.

The total outgo on account of payment of dividend for FY 2024-25 would be Rs 1,485.19 crore (previous year Rs 1,237.65 crore).

Dividend payout is subject to the approval of members at the ensuing Annual General Meeting (AGM') and shall also be subject to the deduction of tax at source.

The dividend payout is in accordance with the prevalent applicable laws and Company's Dividend Distribution Policy, pursuant to the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('SEBI Listing Regulations'). The said policy is available on the website of the Company at https://www.dlf.in/pdf/DividendDistributionPolicy.pdf.

Capital Structure

The paid-up equity share capital of the Company is Rs 495.06 crore comprising 2,47,53,11,706 equity shares of Rs 2/- each fully paid-up. There is no change in the authorised, issued and paid-up share capital of the Company during FY 2024-25.

Transfer to Reserves

During the financial year, the Company has not transferred any amount to the general reserve. The closing balance of the retained earnings of your Company for FY 2024-25, after all appropriations and adjustments, was Rs 1,605.77 crore.

Credit Rating

The Company's strong focus on financial capital coupled with financial discipline and prudence are reflected in the strong credit ratings ascribed by the rating agencies, as under:

During the financial year, ICRA on 26 April 2024 had re-affirmed its rating on Long-term Bank facilities and Non-convertible Debentures as AA with Stable Outlook and rating on Short-term facilities as A1+.

Public Deposits

During the financial year, the Company has neither invited nor accepted/ renewed any deposits from the public within the meaning of Section 73 and 74 of the Companies Act, 2013 (the 'Act') read with the Companies (Acceptance of Deposits) Rules, 2014.

Holding Company

Rajdhani Investments and Agencies Private Limited continued to be the holding company and holds 61.53% of paid-up equity share capital of the Company.

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

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended, is given at Annexure-A and forms part of this Report.

Particulars of Employees

Pursuant to the provisions of Section 197(12) of the Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended (the 'Rules'), a statement listing names of the top 10 employees in terms of the remuneration drawn and other particulars of the employees drawing remuneration in excess of the limits set-out in the said Rules, forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Rules, are given at Annexure-E and form part of this Report.

Pursuant to the provisions of Section 136(1) of the Act, the Financial Statements are being sent to the members and others entitled thereto, excluding the information on employees particulars specified under Rule 5(2) & (3) of the Rules. Any member interested in obtaining such information thereof may write to the Company Secretary.

Subsidiaries, Joint Ventures, Associate Companies and Consolidated Financial Statements

As on 31 March 2025, the Company had 117 subsidiary companies in terms of the provisions of the Act. Further, details of changes in Subsidiaries, Joint Ventures and Associate Companies during the financial year are given at Annexure-D and form part of this Report.

Pursuant to the provisions of Section 129(3) of the Act and SEBI Listing Regulations, the Consolidated Financial Statements of the Company were prepared in accordance with the applicable Ind AS and form part of the Annual Report. A statement containing the salient features of the financial statements of the Subsidiaries, Joint Ventures and Associate Companies in Form AOC-1, as required under the Companies (Accounts) Rules, 2014, as amended, also forms part of the Notes to the financial statements. The highlights of the performance of Subsidiaries, Joint Ventures and Associate Companies and their contribution to the overall performance of the Company are included as part of the Annual Report.

Pursuant to the provisions of Section 136 of the Act read with Regulation 46 of the SEBI Listing Regulations, Audited Financial Statements of the Company, including Consolidated Financial Statements, other documents required to be attached thereto and Audited Financial Statements of each of the Subsidiaries, are available on the website of the Company and may be accessed at https://www.dlf.in/investor.

Material Unlisted Subsidiary(ies)

In terms of the provisions of the SEBI Listing Regulations, your Company has a policy for determining 'Material Subsidiary' and the said policy is available on the Company's website at https://www. dlf.in/pdf/Material-Subsidiary-Policy.pdf.

During the financial year, your Company had four material subsidiaries, namely DLF Cyber City Developers Limited (High Value Debt Listed), DLF Home Developers Limited (Debt Listed), DLF Assets Limited and DLF Power & Services Limited.

Post demerger and vesting of 3 SEZ undertakings (Silokhera at Gurugram, Hyderabad and Chennai) of DLF Assets Limited (Demerged Company) with DLF Cyber City Developers Limited (Transferee Company), DLF Assets Limited ceased to be a material subsidiary of the Company for FY 2025-26.

Based upon the financial statements for the financial year ended 31 March 2025, your Company has four material subsidiaries, namely DLF Cyber City Developers Limited (High Value Debt Listed), DLF Home Developers Limited (Debt Listed), DLF Urban Private Limited and DLF Power & Services Limited.

A. Scheme of Amalgamation/ Arrangement sanctioned by the Hon'ble National Company Law Tribunal, Chandigarh Bench at Chandigarh (NCLT, Chandigarh)

1. Alankrit Estates Limited, DLF Estate Developers Limited, Kirtimaan Builders Limited, Tiberias Developers Limited and Ujagar Estates Limited (Transferor Companies) were merged with DLF Utilities Limited (Transferee Company), vide order dated 16 April 2024 w.e.f. the Appointed date of 1 January 2023.

2. Chamundeswari Builders Private Limited, DLF Garden City Indore Private Limited, DLF IT Offices Chennai Private Limited, DLF Residential Developers Limited, Latona Builders & Constructions Private Limited and Livana Builders & Developers Private Limited (Transferor Companies) were merged with DLF Home Developers Limited (Transferee Company), vide order dated 20 November 2024 w.e.f. the Appointed date of 1 April 2022.

3. Amon Estates Private Limited, Calista Real Estates Private Limited, Chevalier Builders & Constructions Private Limited, Erasma Builders & Developers Private Limited, Hestia Realtors Private Limited, Laraine Builders & Constructions Private Limited and Snigdha Builders & Constructions Private Limited (Transferor Companies) were merged with DLF Southern Towns Private Limited (Transferee Company), vide order dated 17 January 2025 w.e.f. the Appointed date of 1 April 2024.

4. DLF City Centre Limited, DLF Lands India Private Limited, DLF Info City Developers (Kolkata) Limited and DLF Emporio Limited (Transferor Companies) and demerger and vesting of 3 SEZ undertakings (Silokhera at Gurugram, Hyderabad and Chennai) of DLF Assets Limited (Demerged Company) with DLF Cyber City Developers Limited (Transferee Company), vide order dated 19 February 2025 w.e.f. the Appointed date of 1 April 2022.

B. Scheme of Amalgamation/ Arrangement filed/ pending before the Hon'ble National Company Law Tribunal, Chandigarh Bench at Chandigarh (NCLT, Chandigarh)

1. Aaralyn Builders & Developers Private Limited, Afaaf Builders & Developers Private Limited, Akina Builders & Developers Private Limited, Arlie Builders & Developers Private Limited, Atherol Builders & Developers Private Limited, Cadence Real Estates Private Limited, Demarco Developers and Constructions Private Limited, DLF Universal Limited, Hoshi Builders & Developers Private Limited, Jayanti Real Estate Developers Private Limited,

Mufallah Builders & Developers Private

Limited, Ophira Builders & Developers Private Limited, Oriel Real Estates Private Limited, Sagardutt Builders & Developers Private Limited, Vamil Builders & Developers Private Limited and Verano Builders & Developers Private Limited (Transferor Companies) with DLF Limited (Transferee Company) with the Appointed date of 1 April 2024.

2. Adoncia Builders & Developers Private

Limited, Amandla Builders & Developers Private Limited, Berit Builders & Developers Private Limited, Invecon Private Limited, Manini Real Estates Private Limited, Murdock Builders & Developers Private Limited, Prewitt Builders & Constructions Private Limited and Uni International Private Limited (Transferor Companies) with Highvista Buildcon Private Limited (formerly Vikram Electric Equipment Private Limited) (Transferee Company) with the Appointed date of 1 April 2024.

3. Bhamini Real Estate Developers Private

Limited and DLF Urban Private Limited (Transferor Companies) with DLF Elome Developers Limited (Transferee Company) with the Appointed date of 1 April 2024.

Listing at Stock Exchanges

The equity shares of your Company are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

Management Discussion and Analysis Report

The Management Discussion and Analysis Report, as required under Regulation 34 read with Schedule V of the SEBI Listing Regulations, forms part of the Annual Report.

Corporate Governance Report

The Company is committed to sound corporate governance practices as well as compliance with all applicable laws and regulations. The Board believes that adopting the highest level of ethical principles will ensure that DLF continues to be the leading Company in the real estate sector. The Corporate Governance Report, as stipulated under Regulation 17 to 27 and Clause (b) to (i) and (t) of Regulation 46(2) and Paragraph C, D and E of Schedule V of the SEBI Listing Regulations, forms part of the Annual Report.

The requisite certificate from S.R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors of the Company, confirming compliance with the conditions of corporate governance, as stipulated under the SEBI Listing Regulations, is annexed to the Corporate Governance Report.

Directors and Key Managerial Personnel

During the financial year, the shareholders vide their respective resolution(s) approved the appointment of

Lt. Gen. Ajai Singh (Retd.) as an Independent Director of the Company, not liable to retire by rotation, for a term of 5 (five) consecutive years w.e.f. 1 April 2024 and re-appointment of Mr. Rajiv Singh as Whole-time Director designated as Chairman of the Company, not liable to retire by rotation, for a period of 5 (five) years w.e.f. 9 April 2024.

The shareholders also approved the appointment of Mr. Mahender Singh as an Independent Director of the Company, not liable to retire by rotation, for a term of

5 (five) consecutive years w.e.f. 7 August 2024.

Lt. Gen. Aditya Singh (Retd.), upon completion of his second term, ceased to be an Independent Director of the Company w.e.f. the close of business hours on 28 August 2024.

Subsequent to the financial year, Mr. A.S. Minocha, upon completion of his second term, ceased to be an Independent Director of the Company w.e.f. the close of business hours on 19 May 2025. To fill the resulting vacancy, the Board of Directors in its meeting held on 19 May 2025 appointed Ms. Vinati Kastia Kilambi as an Additional Director (in independent capacity), subject to the approval of members at the ensuing AGM.

Pursuant to the provisions of Section 152 of the Act read with the Articles of Association of the Company, Mr. DevinderSingh, Managing Directorand Ms. Savitri Devi Singh, Non-executive Director, are liable to retire by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment. The Board of Directors have recommended their re-appointment. The resolution(s) seeking members approval for their re-appointment form part of the AGM Notice.

Brief resume of the Director(s) seeking appointment/ re-appointment, along with other details, as stipulated under Regulation 36(3) of the SEBI Listing Regulations read with the Secretarial Standard on General Meetings, is provided in the Corporate Governance Report and Notice convening the AGM.

During the financial year, the Board of Directors in its meeting held on 13 May 2024, appointed Mr. Ashok Kumar Tyagi as the Chief Financial Officer (CFO) of the Company, in addition to his existing role and responsibilities as the Managing Director of the Company.

The Board of Directors in its meeting held on 3 December 2024, appointed Mr. Badal Bagri as CFO of the Company designated as Group CFO w.e.f.

6 December 2024.

Upon appointment of Mr. Badal Bagri as Group CFO, Mr. Ashok Kumar Tyagi ceased to hold the position of CFO and continued in his role as Managing Director of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Rajiv Singh, Chairman (Whole-time Director), Mr. Ashok Kumar Tyagi and Mr. Devinder Singh,

Managing Directors, Mr. Badal Bagri, Group CFO and Mr. R.P. Punjani, Company Secretary and Compliance Officer.

Directors' Responsibility Statement

In terms of the provisions of Section 134(5) of the Act, your Directors confirm that for the year ended 31 March 2025:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) they 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 as on 31 March 2025 and the profit of the Company for that period;

(iii) they 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;

(iv) they have prepared the 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 are adequate and are operating effectively; and

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

Declaration by Independent Directors

The Independent Directors in their respective disclosures have confirmed that they are independent of the Management and not aware of any circumstances or situation, which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the disclosures received from the Independent Directors, the Board of Directors have confirmed that they fulfill the conditions specified in Section 149(6) of the Act and Regulation 16(1 )(b) and 25(8) of the SEBI Listing Regulations.

Further,the Board isoftheopinion thatthe Independent Directors of the Company uphold the highest standards of integrity and possess the requisite expertise and experience, required to fulfill their duties as Independent Directors.

Confirmation by Directors regarding Directorship(s)/ Committee Position(s)

Based on the disclosures received, number of Directorship(s), Committee Membership(s), Chairmanship(s) of all the Directors are within the respective limits prescribed under the Act and SEBI Listing Regulations. Further, none of the Executive Directors of the Company served as an Independent Director in any other listed entities. Necessary disclosures regarding Committee positions in other public companies as on 31 March 2025 have been made by the Directors and reported in the Corporate Governance Report, which forms part of the Annual Report.

Certification from Company Secretary in Practice

A certificate has been received from AS & Associates, Company Secretaries in practice, pursuant to Regulation 34(3) and Clause 10(i) of Para C of Schedule V of the SEBI Listing Regulations, certifying that none of the Directors on the Board of the Company had been debarred or disqualified from being appointed or continuing as Directors of companies by SEBI, Ministry of Corporate Affairs or any such Statutory Authority and forms part of the Corporate Governance Report.

Board and its Committees

The Board of Directors met 7 (seven) times during FY 2024-25. Details of the composition of the Board, its Committees, terms of reference, meetings held and attendance thereat, are provided in the Corporate Governance Report, forming part of the Annual Report.

Auditors and Audit Reports

S.R. Batliboi & Co. LLP, Chartered Accountants (FRN: 301003E/ E300005) were re-appointed as Statutory Auditors of the Company for a second term of 5 (five) consecutive years from the conclusion of 57^th AGM till the conclusion of 62^nd AGM.

The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer of opinion. The Notes to the Financial Statements (including the Consolidated Financial Statements) referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

Cost Auditors

Sanjay Gupta & Associates, Cost Accountants (FRN: 000212) were appointed as Cost Auditors of the Company for FY 2024-25 to conduct the audit of cost records of the Company pertaining to real estate development activities. Your Company is maintaining the requisite cost records and the Cost Audit Report for FY 2024-25, which shall be filed with the Ministry of Corporate Affairs in due course.

A certificate from the Cost Auditors, certifying their independence and arm's length relationship has been received by the Company.

As per the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is required to be ratified and confirmed by the members in General Meeting. Accordingly, resolution seeking members' ratification for the remuneration payable to Sanjay Gupta & Associates, Cost Accountants is included in the Notice convening the AGM.

Secretarial Auditor

Dr. K.R. Chandratre, Company Secretary in practice, was appointed as Secretarial Auditor of the Company for FY 2024-25. The Secretarial Audit and Secretarial Compliance Report(s) for FY ended 31 March 2025 are annexed at Annexure-B. The Secretarial Audit and Compliance Report(s) does not contain any qualification, reservation, adverse remark or disclaimer. Further, as per the applicable provisions of the SEBI Listing Regulations, the Secretarial Compliance Report was filed with the stock exchanges, within the stipulated timeframe.

DLF Cyber City Developers Limited (High Value Debt Listed), DLL Home Developers Limited (Debt Listed), DLL Assets Limited and DLL Power & Services Limited, material subsidiaries of the Company for LY 2024-25, have also undergone Secretarial Audit in accordance with Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations.

Accordingly, the Secretarial Audit Reports for LY 2024-25 of DLL Cyber City Developers Limited (High Value Debt Listed), DLL Home Developers Limited (Debt Listed), DLL Assets Limited and DLL Power & Services Limited, issued by Dr. K.R. Chandratre, Company Secretary in practice are annexed at Annexure-B. The said reports are self-explanatory and do not contain any qualification, reservation, adverse remark or disclaimer.

Subsequent to the financial year, pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A and other applicable provisions of the SEBI Listing Regulations, the Board of Directors in its meeting held on 19 May 2025, based on the recommendation of the Audit Committee, approved the appointment of Makarand M. Joshi & Co., Company Secretaries (Peer reviewed firm), as Secretarial Auditors of the Company for a term of 5 (five) consecutive years, commencing from LY 2025-26 to LY 2029-30, subject to approval of the members at the ensuing AGM.

Brief profile and other details of Makarand M. Joshi & Co., Company Secretaries, form part of the AGM Notice.

Makarand M. Joshi & Co., Company Secretaries have given their consent to act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment, if made, would be within the prescribed limits under the Act & Rules made thereunder and SEBI Listing Regulations and that they have no conflict of interest. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of the provisions of the Act & Rules made thereunder and SEBI Listing Regulations.

Reporting of Fraud by Auditors

During the financial year, the Statutory Auditors, Secretarial Auditors and Cost Auditors have not reported any instance of fraud in respect of the Company, by its officers or employees under Section 143(12) of the Act.

Secretarial Standards

The Secretarial Standards i.e. SS-1 and SS-2 relating to the meetings of the Board of Directors and General Meetings, respectively issued by the Institute of Company Secretaries of India, have been duly followed by the Company.

Corporate Social Responsibility (CSR)

DLL aims to develop an ecosystem that promotes growth and sustainability. The approach to Corporate Social Responsibility (CSR) is deeply rooted in its commitment to create empowered communities. Recognising that businesses thrive when communities prosper, the Company continues to drive meaningful impact through strategic and inclusive interventions.

DLL strives to create positive social impact through education, healthcare, environmental sustainability, sports promotion and social welfare interventions. Our social and environmental initiatives are primarily executed through Charitable Trust, among others. By collaborating with Government agencies, civil society organisations, development sector experts and local communities, the Company ensures its initiatives are impactful and aligned with national priorities and the UN Sustainable Development Goals. DLL continues to evolve its CSR strategies in response to environmental and societal challenges.

The Company had appointed Deloitte Touche Tohmatsu India LLP, an independent agency to conduct the Impact Assessment of CSR projects/ programmes/ activities, namely (i) Environment Sustainability; (ii) Saving Lives Through Safer Roads; and (iii) Animal Welfare, which were completed during LY 2022-23, the report(s) of which are available on the Company's website at https://www.dlf.in/annual_ docket/Impact-Assessment.pdf.

Impact Assessment of the projects/ programmes/ activities, namely (i) Environment Sustainability; (ii) Saving Lives Through Safer Roads - Pedestrian Walkway and Cycling Path; and (iii) Sports Promotion, which were completed during LY 2023-24, would be undertaken during LY 2025-26.

CSR policy is available on the Company's website at https://www.dlf.in/pdf/Corporate-Social-Responsibility- Policy.pdf and CSR Annual Action Plan is at https://www. dlf.in/pdf/CSR-Annual-Action-Plan.pdf

The Annual Report on CSR activities, as per the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is annexed at Annexure-C.

Environment and Sustainability

DLF endeavours to excel in three pillars of sustainability, namely Environmental, Social and Governance, collectively referred to as ESG parameters.

The Company has integrated sustainability into its core business operations, across its residential and commercial portfolio, ensuring a safe and sustainable ecosystem for all its stakeholders. Our entire existing Offices and Retail portfolio holds LEED Platinum Certification, reflecting our commitment to sustainability. We continuously strive to develop new products on similar sustainable principles.

DLF's rental portfolio has been granted Green Star and 4 Star Rating, in both Development and Standing I nvestment category in the latest ESG Scores announced by the Global Real Estate Sustainability Benchmark (GRESB). Further, U.S. Green Building Council (USGBC) recognizes DLF's rental business as global partner in leading the transformation and regeneration of the built environment across India and throughout the world.

Pursuant to the provisions of Regulation 34 of the SEBI Listing Regulations, your Company has prepared its Business Responsibility and Sustainability Report (BRSR), as part of its Annual Report, incorporating the 9 (nine) reportable principles of 'National Guidelines on Responsible Business Conduct'. Your Company engaged PricewaterhouseCoopers Services LLP for preparation of the BRSR for FY 2024-25.

Further, pursuant to the SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11 November 2024 read with SEBI Circular dated 28 March 2025, your Company had appointed SGS India Private Limited, an independent assurance provider to provide reasonable assurance for BRSR Core indicators consisting of Key Performance Indicators under the ESG attributes. The Company's Business Responsibility and Sustainability Policy is available at https://www.dlf.in/pdf/DLF-Business- Responsibility-Policy.pdf and the BRSR for FY 2024-25 including the reasonable assurance report is annexed at Annexure-G of this Report.

Care for the environment is a core focus area as the Company continues to contribute to shaping a better future, which is safe, inclusive and sustainable. Furthermore, the Company has designed business processes that incorporate social well-being in everything that it does. It is adopting innovative means to promote resource efficiency, emission reduction, water conservation, waste minimisation and biodiversity protection. It also positively engages with the communities surrounding its operations, helping to enrich their lives through CSR programmes and employment opportunities.

The Company is deeply committed to the health, well-being and prosperity of its customers, partners, employees and all other stakeholders. It is continuously innovating to create safer workplaces and intelligent energy-efficient infrastructure. This is necessary to promote smarter cities and sustainable communities across India as also, achieve long-term value for all its stakeholders.

While the Company focuses on expanding its footprint and increasing its revenue, it also continues to assess and monitor the risks and opportunities. This includes assessing the emerging trends and addressing environmental and social issues as it moves forward. Therefore, the approach to sustainability includes monitoring growth in alignment with its targets and commitments towards ESG.

The Company's efforts towards the environment and society are backed by robust governance that supports its values of integrity, accountability and transparency. DLF takes pride in the fact that it has striven to exceed legal compliance requirements and ensured that policies and procedures supporting responsible business practices are implemented in their true spirit.

The Company has maintained rigorous safety standards, vetted by world-class independent organisations like British Safety Council, U.K. The testimony to this is that DLF is the only Group globally, which has been conferred with 21 'Sword of Elonour' Awards by them, a pinnacle of safety standards across the world. DLF has achieved the highest number of Sword of Elonour Awards, consecutively for the last seven years, maintaining its global leadership position in the field of Occupational Health and Safety.

The DLF Group is at the top of the global leaderboard, which has been conferred with 47 LEED Zero Water Certifications from the USGBC.

Annual Return

The Annual Return for FY 2024-25 as required under Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available at https://www.dlf.in/annual_docket/ Annual-Return.pdf.

Awards and Accolades

Your Company continues to lead the real estate sector and has received several awards. The details of the major awards and accolades received during the year are at Annexure-F.

Particulars of Loans, Guarantees, Securities and Investments

Particulars of loans, guarantees, securities and investments have been disclosed in the notes to the Standalone Financial Statements.

Transactions with Related Parties

The Company has robust processes and procedures for identification and monitoring related party(ies) and related party transactions.

The Company's policy on Related Party Transactions is in accordance with the requirements of the Act and SEBI Listing Regulations, which regulates the transactions between the Company and its related party(ies). The said policy is available on the Company's website at https://www.dlf.in/pdf/ dlf-limited-related-party-transactions-policy.pdf. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all related party transactions.

During the financial year, all the related party transactions were entered on an arm's length basis and in the ordinary course of business. No Material Related Party Transactions were entered during the financial year by the Company. Accordingly, the disclosure of related party transactions, as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2024-25 and hence, does not form part of this Report.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company was devised in accordance with Section 178 of the Act read with SEBI Listing Regulations.

The Nomination and Remuneration Policy includes matters related to the Director's appointment and remuneration including the criteria for determining qualifications, positive attributes, independence of a Director and other related matters. The Nomination and Remuneration Policy is aimed at inculcating a performance-driven culture. Through its comprehensive compensation program, the Company endeavours to attract, retain, develop and motivate a high-performance workforce. The said Policy is available on the Company's website at https://www.dlf. in/pdf/NominationandRemunerationPolicy.pdf.

The Company pays remuneration to its Executive Directors by way of salary, benefits, perquisites and allowances (fixed component) and commission (variable component). Annual increments are approved by the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee (NRC).

Based on the recommendation of the NRC, the Board of Directors decides the commission payable to the Executive Directors and Non-executive Directors, out of the profits of the Company for the financial year within the ceiling as prescribed under the Act.

Succession Planning

The Board members and the Senior Management Personnel are vital for creating a robust future for the Company. The Company's succession planning framework is well structured and lays down guiding principles for forward-thinking and a future-ready Board. The NRC plays an important role in ensuring that the Company has a strong and diversified Board. To ensure orderly succession planning, the NRC also considers tenure of Directors and the Senior

Management Personnel, skill matrix, diversity and statutory requirements etc.

Annual Evaluation of the Board, its Committees and Individual Directors

The NRC has formulated criteria for evaluation of the Board, its Committees' functioning and individual Directors including Independent Directors and also specified that such evaluation will be undertaken by the NRC and the Board, pursuant to the Act and Rules made thereunder read with the SEBI Listing Regulations.

DLF believes that it is the collective effectiveness of the Board that impacts Company's performance, as a whole. The Board's performance is assessed against the roles and responsibilities as provided in the Act and SEBI Listing Regulations. The parameters for the Board's performance evaluation have been derived from the Board's core role of trusteeship to protect shareholders' interest and enhance their value as well as to fulfil expectations of other stakeholders through strategic supervision of the Company.

Evaluation of functioning of Board Committees is based on the discussions amongst Committee members and shared by the respective Committee Chairperson with the Board.

Individual Directors are evaluated in the context of the role played by each Director as a member of the Board at its meetings, in assisting the Board in realising its role in strategic supervision of the functioning of the Company in pursuit of its purpose and goals. While the Board evaluated its performance as per the parameters laid down by the NRC, the evaluation of Individual Directors was carried out as per the laid down parameters, anonymously in order to ensure objectivity. The Independent Directors of the Board also reviewed the performance of the Non-independent Directors and the Board, pursuant to Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations.

Internal Financial Controls

The Company has a robust and well-embedded system of internal financial controls. This ensures that all assets are safeguarded and protected against loss from any unauthorised use or disposition and all transactions are authorised, recorded and reported correctly. An extensive risk-based programme of internal audit and management reviews provides assurance on the effectiveness of internal financial controls, which are continuously monitored through management reviews, self-assessment, functional experts and also by the Statutory/ Internal Auditors during the course of their audits.

The internal audit was entrusted to PricewaterhouseCoopers Services LLR The main thrust of internal audit was to test and review controls, carry out appraisal of risks and business processes and also benchmarking controls with the best industry practices.

The internal control system ensures compliance with all applicable laws and regulations and facilitates optimum utilisation of available resources and protects the interests of all stakeholders. The Company has clearly defined Policies, Standard Operating Procedures (SOPs), Financial and Operational Delegation of Authority and organisational structure for its business functions to ensure smooth conduct of its business. The Enterprise Resource Planning (ERP) system supports standardisation of the processes and automation. The Compliance initiatives taken by the Company have been reported in the Corporate Governance Report, which forms part of the Annual Report.

The internal audit plan is also aligned to the business objectives of the Company, which is reviewed and approved by the Audit Committee. Further, the Audit Committee monitors the adequacy and effectiveness of your Company's internal control framework. Significant audit observations are followed-up and the actions taken are reported to the Audit Committee.

The internal control system is commensurate with the nature, size and complexities of operations of your Company.

Insider Trading Code

The 'DLF Code of Conduct to Regulate, Monitor and Report trading by Designated Persons and their Immediate Relatives' ('DLF Code') is in compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended ('SEBI PIT Regulations'). DLF Code is available on the Company's website at https://www. dlf.in/corporate-governance-policies/DLF-Code- of-Conduct-PIT.pdf.

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information including a policy for determination of legitimate purposes is also in line with the SEBI PIT Regulations. Further, the Company has put in place an adequate and effective system of internal controls including maintenance of a Structured Digital Database and SOPs to ensure compliance with the requirements of the SEBI PIT Regulations to prevent insider trading.

Risk Management

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the Risk Management Plan for the Company. The Committee is responsible for monitoring and reviewing the Risk Management Plan and ensuring its effectiveness. The major business and process risks are identified from time to time by the business and functional heads. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the business and functional heads are systematically addressed through mitigating actions on a continuing basis.

Risk management forms an integral part of the management policies and is an ongoing process, integrated deeply into everyday operations.

The development and implementation of the Risk Management Policy has been covered in the Management Discussion and Analysis Report, which forms part of the Annual Report.

Significant and Material Orders passed by Regulators or Courts or Tribunals

During the financial year, no significant and material order was passed by the regulators/ courts/ tribunals which would impact the going concern status of the Company and its future operations. Flowever, some significant orders passed previously, form part of Note 50 to the Standalone Financial Statements.

Details pertaining to proceeding pending under the Insolvency and Bankruptcy Code, 2016 ('IBC') during the year along with the status as at the end of the financial year are as under:

A petition under Section 9 of the IBC was filed by IL&FS Engineering and Construction Company Limited ('IL&FS') praying that the Corporate Debtor is liable to pay 46.34 crore in connection with a road project contract at Sector 56, Gurugram. The Company has filed its reply, inter-alia stating that the said amount is not payable and hence, the petition is liable to be dismissed. The Company without prejudice to its rights, submitted its claims of Rs 381.49 crore against IL&FS as on 15 October 2018 ('cut-off date') to Claims Management Advisor ('CMA') i.e. Grant Thornton Bharat LLP, out of the total claims of 607.04 crore.

With respect to claims after 15 October 2018, the Company has also filed an application under Section 11 of the Arbitration and Conciliation Act, 1996 before the Hon'ble Delhi High Court, praying to appoint a sole arbitrator to adjudicate the disputes between the parties. The same was dismissed by the Hon'ble Delhi High Court vide order dated 21 December 2022 and observed that CMA, shall consider the claims already submitted by the petitioner, in accordance with law.

The Company has filed Special Leave Petition before the Hon'ble Supreme Court of India, challenging the order dated 21 December 2022. The Hon'ble Supreme Court of India vide order dated 8 December 2023 issued Notice to IL&FS. The matter is to be listed in due course.

Vigil Mechanism/ Whistle Blower Policy

The Company has established the necessary vigil mechanism for Directors and employees in compliance with Section 177(9) of the Act read with Regulation 22 of the SEBI Listing Regulations, to report their genuine concerns or grievances regarding any unethical behaviour at the workplace. The Company's Whistle Blower Policy is available on the website of the Company at https://www.dlf.in/pdf/DLFWBP.pdf.

During the year, one of the subsidiary companies received a complaint under the Whistle Blower Mechanism, which was duly investigated and appropriate action(s) were taken and the complaint stands closed.

Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

The Company continues to follow a robust anti-sexual harassment policy on 'Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace' ('POSH') in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder. The Company has set-up an Internal Complaints Committee for redressal of complaints relating to sexual harassment.

The Committee includes senior officials from the Company, an independent member from an NGO and a legal representative as external members. The Committee constituted in compliance with POSH, ensures a free and fair enquiry process with clear timelines for resolution.

The Company regularly conducts POSH awareness programmes, using diverse training methodologies including e-learning, in-person and virtual sessions. It also celebrates key occasions dedicated to women and organizes empowerment workshops through 'Empower Her' series.

All employees including those of subsidiaries (permanent, contractual and trainees) are covered under this policy. The policy is gender neutral.

During the financial year, neither any complaint was reported, nor any complaint was pending for disposal.

Other Information

During the year under review:

• there has been no material changes and commitments, affecting the financial position, which have occurred between the end of the

financial year to which the financial statements relate and the date of the report;

• there has been no issue of equity shares with differential rights as to dividend, voting or otherwise;

• there has been no issue of shares (including sweat equity shares) to employees of the Company under any scheme;

• there has been no change in the nature of business of the Company;

• there was no instance of one-time settlement with any Bank or Financial Institution; and

• the equity shares of the Company have not been suspended from trading by the SEBI and/ or Stock Exchanges.

Acknowledgements

The Board of Directors wish to place on record their sincere appreciation to all the employees for their dedication and commitment. Their hard work and unstinted efforts enabled the Company to sustain its performance and its sectoral leadership.

The Board of Directors would also like to express their sincere appreciation for assistance and co-operation received from vendors and stakeholders, including financial institutions, banks, Central and State Government authorities, customers and other business associates, who continued to extend their valuable support during the year under review and to the esteemed investors for showing their confidence and faith in the management of the Company. It will be the Company's endeavour to nurture these relationships in strengthening the business sustainability.