Keystone Realtors Ltd

To,

The Members of,

Your Directors have pleasure in presenting the 29^th Annual Report on the business and the operations together with the Audited Financial Statements (Standalone and Consolidated) of Keystone Realtors Limited ("the Company" or "your Company" or “KRL") for the Financial Year (FY) ended March 31, 2024.

The key highlights of the Standalone financial results for the year ended March 31, 2024 and the corresponding figures

*EBITDA include Other income #On Total Income

The performance of your Company for FY 2023-24 on standalone basis is as under:

1. During the year under review, the Company's total revenue from operations stands Rs 1,01,045 Lakhs and other income is ' Rs 13,868 Lakhs.

2. During the year under review, the Company's total expenditure was Rs 1,00,391 Lakhs.

3. During the year under review, the Company has recorded EBITDA of Rs 18,366 Lakhs.

4. During the year under review, the Company has recorded profit after tax of Rs 11,163 Lakhs.

The key highlights of the Consolidated financial results for the year ended March 31, 2024 and the corresponding figures:

(' in Lakhs)

*EBITDA include Other income

The performance of your Company for FY 2023-24 on consolidated basis is as under:

1. During the year under review, the Company's consolidated total revenue from operations stands ' 2,22,225 Lakhs and other income is ' 5,338 Lakhs.

2. During the year under review, the Company's consolidated total expenditure was ' 2,16,010 Lakhs.

3. During the year under review, the Company has recorded EBITDA of ' 16,292 Lakhs.

4. During the year under review, the Company has recorded consolidated Profit after Tax and after Noncontrolling Interest of ' 11,221 Lakhs.

The audited standalone and consolidated financial statements of the Company for the year ended March 31, 2024 have been prepared in accordance with requirements of the Companies (Indian Accounting Standards) Rules, 2015 as notified under Section 133 of

the Companies Act, 2013 read with relevant Rules and other accounting principles.

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting Standards and based on the financial statements received from subsidiaries, as approved by their respective Board of Directors.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries, Joint Venture and Associate Companies are given in Form AOC-1 which forms an integral part of this Report.

Pursuant to the provisions of Section 136 of the Act, the consolidated financial statements along with other relevant documents are available on the website of the Company at https://www.rustomiee.com/about-us/ financial-statements/

The Company has received an amount of ' 52,446 Lakhs (net of share issue expenses of ' 3,554 Lakhs) from proceeds out of fresh issue of equity shares. The utilisation of Net IPO Proceeds is summarised as below:

(Rs ' in Lakhs)

Additional funding over and above the net proceeds was done through interest earned on fixed deposits of ' 663 Lakhs and surplus of issue related expense of ' 236 Lakhs.

During the year under review, the Authorized Share Capital of the Company increased from ' 2,35,72,00,000/- (Rupees Two Hundred Thirty Five Crores Seventy Two Lakhs Only) divided into 23,53,00,000 (Twenty Three Crores Fifty Three Lakhs) Equity Shares of ' 10/- (Rupees Ten only) each amounting to ' 2,35,30,00,000/- (Rupees Two Hundred Thirty Five Crores Thirty Lakhs Only) and 4,20,000 (Four Lakhs Twenty Thousand) Preference Shares of ' 10/- (Rupees Ten only) amounting to ' 42,00,000/- (Rupees Forty Two Lakhs Only) to ' 4,28,42,00,000 (Rupees Four Hundred and Twenty Eight Crores Forty Two Lakhs Only) divided into 42,80,00,000 (Forty Two Crores Eighty Lakhs) Equity Shares of ' 10/- (Rupees Ten only) each amounting to ' 4,28,00,00,000/- (Rupees Four Hundred and Twenty Eight Crores Only) and 4,20,000 (Four Lakhs

Twenty Thousand) Preference Shares of ' 10/- (Rupees Ten only) amounting to ' 42,00,000/- (Rupees Forty Two Lakhs Only).

During the year under review, pursuant to allotment of Stock Options, the Paid-up Share Capital of the Company was increased from ' 1,13,87,74,230/- consisting of 11,38,77,423 Equity Shares of ' 10/- each per share to ' 1,13,88,81,980/- consisting of 11,38,88,198 Equity Shares of ' 10/- each per share.

i. The Company has neither issued any Sweat Equity Shares nor issued Equity Shares with differential rights as to dividend, voting or otherwise.

ii. The Company has not bought back any of its securities according to provision of Section 67(3)(c) of the Companies Act, 2013.

iii. No Bonus Shares were issued.

iv. Employee Stock Option Schemes:

The Company has adopted the ‘Rustomjee Employee Stock Option Plan 2022' (“ESOP 2022"/“Plan"). ESOP granted and vested are available in note 44 of the Standalone Financial Statements. Disclosure as required under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is annexed at Annexure ‘A' which forms part of this Directors' Report. The total number of options granted and outstanding as on March 31, 2024 are 14,25,525 stock options. The Nomination and Remuneration Committee administers and monitors the Company's ESOP schemes.

The details of credit ratings obtained from ICRA are as under:

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the Balance Sheet.

The Board of Directors of your Company is duly constituted and comprises of 6 Directors, of which 3 (three) are Non-Executive Independent Directors which includes one woman Director and 3 (three) are Executive Directors. The details are as follows:

During the year under review, there is no change in the Board composition.

The attendance and other disclosures of the Board meetings are given in the Corporate Governance section annexed to this Report as Annexure ‘B'.

AH Independent Directors have furnished declarations that they meet the criteria of Independence as laid down under Section 149 of the Act. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. A separate meeting of the Independent Directors' was held on March 20, 2024, wherein they reviewed the performance of the Board, the Non-Independent Directors and the Chairman. All Independent Directors attended the said Meeting.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Company has following employees as Key Managerial Personnel:

1. Mr. Boman Irani, Chairman & Managing Director

2. Mr. Chandresh Mehta, Executive Director

3. Mr. Percy Chowdhry, Executive Director

4. Mr. Sajal Gupta, Chief Financial Officer

5. Mr. Bimal K Nanda, Company Secretary and Compliance Officer Retirement by Rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with provisions contained in the Articles of Association of the Company, Mr. Percy Chowdhry will retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offer himself for reappointment. The Board has recommended his reappointment.

The Board has constituted all the statutory committees as required under the Companies Act, 2013 and rules made thereunder and as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committees meet at regular intervals to transact their respective businesses as per the terms of reference prescribed by the Board. The various Committees and its composition are as follows:

In terms of Section 177 of the Companies Act, 2013, the Company has constituted an Audit Committee. The Audit Committee comprises of the following members:

Majority of the Members of the Committee are Independent Directors and possess strong accounting and financial management knowledge.

The attendance and terms of reference of the Audit committee is covered under the Corporate Governance section annexed to this Report as Annexure ‘B'.

In terms of Section 178 of the Companies Act, 2013, the Company has constituted a Nomination & Remuneration Committee (“NRC"). The NRC comprises of the following members:

As per requirement of SEBI LODR, all the Members of the Committee are Non-Executive Directors.

The attendance and terms of reference of the NRC is covered under the Corporate Governance section annexed to this Report as Annexure ‘B'.

In terms of Section 178 of the Companies Act, 2013, the Company has constituted a Stakeholders' Relationship Committee (“SRC"). The SRC comprises of the following members:

The attendance and terms of reference of the SRC is covered under the Corporate Governance section annexed to this Report as Annexure ‘B'.

In terms of Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee (“CSR"). The CSR comprises of the following members:

The attendance and terms of reference of the CSR committee is covered under the Corporate Governance section annexed to this Report as Annexure ‘B'.

The Company has constituted Risk Management Committee (“RMC"). The Committee comprises of the following members:

The attendance and terms of reference of the Committee is covered under the Corporate Governance section annexed to this Report as Annexure ‘B'.

In accordance with the provisions of the Companies Act, 2013 and rules made thereunder, the Board of Directors met 5 times during the financial year ended March 31, 2024. The meeting dates and attendance details are covered under the Corporate Governance section annexed to this Report as Annexure ‘B'.

The Company has constituted the Nomination and Remuneration Committee (“NRC") which has been mandated by the Board to adhere/implement the policy for determining qualifications, positive attributes and independence of Directors (including Independent Directors). The NRC keep reviewing and assessing the Board composition on behalf of the Board and recommends to the Board, the appointment of new directors based on their qualification, positive attributes and independence whenever required.

In reviewing Board composition, the NRC considers the benefits of all aspects of diversity including, but not limited to, those described above, in order to enable it to discharge its duties and responsibilities effectively.

NRC also recommends to the Board on the remuneration to be payable to the Directors.

NRC Policy is available on the Company's website at https://www.rustomiee.com/about-us/codes-and- policies/.

As on March 31, 2024 the Company had 43

Subsidiary Companies (including 3 LLPs), 2 Associate Companies and 4 Joint Ventures. The list of Subsidiary Company(ies)/Limited Liability Partnership firms/ Associate Company(ies)/Joint venture(s) is given under point no. VII of Corporate Governance Report as Annexure ‘B' of this report. These Subsidiaries/Associate/ Joint Ventures companies are mainly engaged in the Real Estate business.

The annual accounts of these subsidiary/associate/ joint venture companies were consolidated with the accounts of the Company for the financial year 2023-24. The statement containing salient features of the financial statement of subsidiaries/associates/joint venture in Form AOC-1 are form part of this Report. Pursuant to the provisions of Section 136 of the Act, the consolidated financial statements along with other relevant documents are available on the website of the Company at https://www.rustomiee.com/about-us/ financial-statements/.

For FY2023-24, as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”), the Company has two material subsidiaries namely Rustomjee Realty Private Limited and Keystone Infrastructure Private Limited. The Company has in place the policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time. The Policy is available on the Company's website and can be accessed at https://www.rustomiee.com/about- us/codes-and-policies/.

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 as on March 31, 2024 will be made available on the Company's website at https://www.rustomiee. com/about-us/financial-statements/

The annual report on CSR activities of the Company, as required under Section 134(3)(o) read with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules"), is provided at Annexure ‘C' to this Report. CSR Policy is available on the Company's website at https://www. rustomiee.com/about-us/codes-and-policies/

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s Price Waterhouse Chartered Accountants LLP, having registration no 012754N/N500016, were appointed as Statutory Auditor of the Company for a period of 5 years until the conclusion of Annual General Meeting to be held in the year 2026. The Statutory Audit Report for the F.Y. 2023-24 does not contain any qualification, reservation or adverse remark. The Statutory Auditors' Reports on Standalone and Consolidated Financial Statements for the year ended March 31, 2024, are enclosed with the Financial Statements.

No instance of fraud was reported by the Statutory Auditor during the year under review.

Pursuant to the provisions of Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed DM & Associates Company Secretaries LLP, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year 2023-24 does not contain any observations, qualifications and adverse remarks. The Secretarial Audit Report in prescribed Form MR-3 is Annexed to this Report as Annexure ‘D'.

Pursuant to the provisions of Section 148(3) of the Companies Act, 2013, M/s. Joshi Apte & Associates, Cost Accountants, Mumbai was appointed as the Cost Auditors of the Company to conduct the cost audit for the Financial Year 2023-24 and to hold the office till the conclusion of the ensuing Annual General Meeting. The Board on the recommendation of the Audit Committee has approved the appointment of M/s. Joshi Apte & Associates, Practising Cost Accountant, as Cost Auditors, for F.Y. 2024-25. The resolution for approval of remuneration payable to the Cost Auditors for F.Y. 2024-25 forms part of the accompanying Annual General Meeting Notice.

The Cost Audit Report for the Financial Year 2023-24 does not contain any observations, qualifications and adverse remarks.

The Company had appointed M/s Deloitte Touche Tohmatsu India LLP, Chartered Accountants, Mumbai, as an Internal Auditor of the Company for the financial year 2023-24.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly. During the year under review, M/s. Deloitte Touche Tohmatsu India LLP, the Internal Auditors of the Company have conducted the IFC Audit and does not found any material or serious observation for inefficiency or inadequacy of such controls.

The Company's risk management policy captures the major potential business risks pertaining to the industry in which Company is operating and which has relevance on the Company. The Company has appointed Mr. Ritesh Tilve as Chief Risk Officer of the Company. The Company has also in place its mitigation plans for these potential business risks. M/s. Deloitte Touche Tohmatsu India LLP, Internal Auditor of the Company, on regular basis, checks and evaluates the effectiveness of the mitigation plans of the Company to mitigate potential business risks. The risks and its mitigation plan are elaborated in the MD & A section of the Report. Risk Management Policy is available on the Company's website at ht.t.ps:/7www.rust.omjee. com/about-us/codes-and-policies/.

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Standalone Financial Statements.

Pursuant to the provisions of Section 188 of the Companies Act, 2013, all the Related Party Transactions (“RPTs''), which Company has entered with related parties during the financial year, were in the ordinary course of business and at arm's length basis. The Audit Committee has given an omnibus approval for the RPTs. All the RPTs were within the approved limit. All the RPTs were placed before the Audit Committee and the Board of Directors, specifying the nature, value and terms & conditions of the transactions. The transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority. The policy on related party transactions is available on the website of the Company at https://www.rustomjee.com/about-us/ codes-and-policies/.

Disclosure as required pursuant to para-A of Schedule V of the Listing regulations forms part of Standalone Audited Financial Statements for FY 2024. Since all the RPTs entered by the Company were in ordinary course of business and on arm's length basis. There were no material Contracts or arrangements with RPTs. Hence Form AOC- 2 is not applicable to the Company.

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

During the year, the total foreign exchange outgo/spend was as follow:

The total foreign exchange earned was Nil.

Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Disclosures relating to remuneration of Directors under Section 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure ‘E' to the Board's report.

Particulars of employee remuneration, as required under Section 197(12) of the Act and read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this report. In terms of the provisions of the first proviso to Section 136(1) of the Act, the Report is being sent to the shareholders, excluding the aforementioned information.

The information will be available for inspection at the registered office of the Company on all working days between 11:00 a.m. (1ST) to 01:00 p.m. (1ST) upto the date of AGM and a copy of the same will also be available electronically for inspection by the Members during the AGM. Any Member interested in obtaining such information may write to the Company Secretary at the registered office of the Company.

During the year under review, no application was made, or any proceedings were pending under the Insolvency and Bankruptcy Code, 2016.

29. DISCLOSURE RELATING TO DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUIONS ALONG WITH THE REASONS THEREOF During the year under review, the Company has not made any one-time settlement and not carried out any valuation, therefore reporting is not required.

In accordance with the requirements of the Sexual Harassment ofwomen atworkplace (Prevention, Prohibition & Redressal) Act, 2013 the Company has in place a policy for prevention of sexual harassment. The Company's Internal Complaints Committee is responsible to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Internal Complaints Committee also addresses the complaints received by its subsidiaries/associates and joint venture companies. During the year under review, Company had not received any complaint. POSH Policy is available on the Company's website at https://www.rustomiee.com/about-us/codes- and-policies/.

Pursuant to the requirements of Regulation 34 of the Listing Regulations, a detailed report on Corporate Governance forms an integral part of this Report. A certificate from DM & Associates Company Secretaries LLP, Practicing Company Secretary, confirming compliance of conditions of Corporate Governance as stipulated is covered under Corporate Governance section annexed to this report as Annexure 'B'.

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Report.

Pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013, the Board of Directors has carried out the annual performance evaluation of (i) Board of Directors (ii) its Committee, (iii) Individual Director

(iv) Chairman of the Board (v) Independent Directors. The evaluation was done based on set questionnaires which were given to them at the time of evaluation.

In compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report forms an integral part of this Report.

In compliance to Section 177(9) of the Companies Act, 2013, Company has put in place the Vigil Mechanism/ Whistle Blower Policy. Company has put in place a process where direct access is made available to the whistle blower to approach the Chairman of the Audit Committee to raise any grievances or to report fraud in a transparent manner in line with the Vigil/Whistle Blower policy. During the period under review, Company has not received any complaint under Vigil Mechanism/Whistle Blower Policy. Vigil Mechanism Policy is available on the Company's website at https://www.rustomjee.com/about-us/codes- and-policies/.

The Directors and senior management personnel has complied with the Code of Conduct of the Company. The Code of Conduct Policy is available on the Company's website at https://www.rustomjee.com/about-us/codes- and-policies/.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and Directors confirm compliance of the same during the year under review.

No significant or material order have been passed by any regulator or court or tribunal against the Company, which would impact the going concern status of the Company or will have bearing on Company's operations in future.

The Director's Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 read with Section 135(5) of the Companies Act, 2013 and as per Schedule II Part C (A)(4) (a) of the SEBI Listing Regulations, the Board states the following state that:

(i) In the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) The Directors' had 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 and of the profit and loss of the Company for the year under review;

(iii) The Directors' had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors' had prepared the annual accounts on a going concern basis;

(v) The Directors have laid down internal finance controls to be followed by the Company and such internal finance controls are adequate and operating effectively; and

(vi) The Directors have devised systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Any statements in this Boards' Report and Management Discussion and Analysis Report providing additional information about the Company's plans may be “forward looking statements” within the meaning of applicable securities laws and regulations. Actual performance may differ materially from those expressed or implied.

The Directors take this opportunity to sincerely thanks the Company's valued Customers, Clients, Suppliers, Investors, Bankers and Shareholders for their consistent support/encouragement to the Company and look forward to continue fruitful association with all the business partners of the Company. The Directors also place on record its deep sense of appreciation for the committed services by all the employees of the Company.

For and on behalf of the Board of Directors

Sd/-

Chairman & Managing Director DIN: 00057453 Date: August 05, 2024 Place: Mumbai