Kolte Patil Developers Ltd

To, The Members,

Your Directors have the pleasure in presenting 33^rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31 March 2024.

1. Financial highlights

(Rs in Lakhs)

*Restated due to amalgamation of Sampada Realities Private Limited with the Company.

** Restated due to amalgamation of Sampada Realities Private Limited with the Company and adjustment on account of goodwill.

2. Performance of the Company

The key highlights of the Company's performance is as under:

Financial Overview (Consolidated Performance)

Our revenues were decreased by 8% at H137,148 lakhs during the year compared to H148,843 lakhs in the previous year. Earnings before Interest Taxes and Depreciation was decreased by 73% at H5,110 lakhs as compared to H18,927 lakhs. EBITDA margins decreased from 12.72% to 3.73% during the year. Total Comprehensive Income (post minority interest) decreased to H(7,065) lakhs compared to H10,386 lakhs in the previous year. Earnings per Share stood at H(9.12) as compared to H13.69 last year.

The drop in EBITDA is on account of change in mix of projects offered to revenue in the current year having low margin compared to last year. Other reasons for the drop are on account of reversal of GST input credited on completed projects and provision for non-recovery of advances.

Drop in total comprehensive income is due to increase in Finance cost on Non Convertible Debentures basis Indian Accounting Standard, Impairment of goodwill and loss from associate on completion of the project.

Financial Overview (Standalone Performance)

Our revenues were decreased by 36% at Rs 57,914 lakhs during the year compared to H90,273 lakhs in the previous year. Earnings before Interest Taxes and Depreciation was decreased to Rs (5,980) lakhs as compared to Rs 7,314 lakhs in the previous year. EBITDA margins decreased to (10.33)% from 8.10% during the year. Total Comprehensive Income decreased to Rs (7,209) lakhs compared to H4,021

lakhs in the previous year. Earnings per Share stood at H(9.38) as compared to H5.31 last year.

The drop in EBITDA is on account of change in mix of projects offered to revenue in the current year having low margin compared to last year. Other reason for the drop is on account of provision for non-recovery of advances. Drop in total comprehensive income is due to increase in Finance cost on Non Convertible Debentures basis Indian Accounting Standard and Impairment of investment in subsidiary.

3. Dividend

The Board of Directors have recommended a Final Dividend of H4/- per Equity Share for Financial Year 2023-24, subject to the approval of members in the ensuing 33^rd Annual General Meeting.

4. Fixed Deposits

During the year under review, the Company has not accepted any fixed deposits under the provisions of the Companies Act, 2013.

5. Share Capital

The paid-up Equity Share Capital as on 31 March 2024 stood at H7,600.44 Lakhs, which comprises of 7,60,04,409 Equity Shares of H10 each.

During the year under review, there is no change in paid-up equity share capital of the Company.

Subsequent to the approval of Hon'ble Regional Director,

Western Region, Ministry of Corporate Affairs, Mumbai on 26 May 2023 to the Scheme of Amalgamation of Sampada Realities Private Limited (‘Transferor Company') with the Company, the Authorised Share Capital of the Company increased from Rs 191,00,00,000/- (Rupees One Hundred Ninety One Crores Only) divided into 10,10,00,000 (Ten Crores Ten Lakhs) Equity Shares of Rs 10/- (Rupees Ten) each and 9,00,00,000 (Nine Crores) Preference Shares of Rs 10/- (Rupees Ten) each to Rs 193,00,00,000/- (Rupees One Hundred Ninety Three Crores Only) divided into 10,30,00,000 (Ten Crores Thirty Lakhs) Equity Shares of Rs 10/- (Rupees Ten) each and 9,00,00,000 (Nine Crores) Preference Shares of Rs 10/- (Rupees Ten) each. Further, subsequent to the approval of Hon'ble Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai on 08 February 2024 to the Scheme of Amalgamation of PNP Agrotech Private Limited and Tuscan Real Estate Private Limited ("Transferor Companies") with the Company, the Authorised Share Capital of the Company increased from Rs 193,00,00,000/- (Rupees One Hundred Ninety Three Crores Only) divided into 10,30,00,000 (Ten Crores Thirty Lakhs) Equity Shares of H10/- (Rupees Ten) each and 9,00,00,000 (Nine Crores) Preference Shares of Rs 10/- (Rupees Ten) each to H2,04,00,01,000/- (Rupees Two Hundred Four Crores and One Thousand Only) divided into Rs 1,14,00,01,000/- (Rupees One Hundred Fourteen Crores and One Thousand only) comprising of 11,40,00,100 (Eleven Crores Forty Lakhs and One Hundred) Equity Shares of Rs 10/- (Rupees Ten) each and Rs 90,00,00,000/- (Rupees Ninety Crores only) comprising of 9,00,00,000 (Nine Crores) Preference Shares of H10/- (Rupees Ten) each.

6. Issue of Debentures

The Company has issued the Secured, Non-Convertible Debentures as follows:

a. On 10 April 2023, 14,000 Secured Unlisted Redeemable Non-Convertible Debentures (NCD) of face value Rs 100,000/- each, on a private placement basis aggregating Rs 140 Crores (Rupees One Hundred and Forty Crores Only) were allotted to India Realty Excellence Fund IV. The proceeds from the issue of these NCDs have been utilised for purchase of land of underlying project.

b. On 17 April 2023, 20,650 Senior, Secured, Listed, Rated, Redeemable Non-convertible debentures (‘NCDs') of face value Rs 1,00,000/- each, on a private placement basis, aggregating Rs 206.50 Crores (Rupees Two Hundred Six Crores and Fifty Lakhs Only), were allotted to Marubeni Corporation, Japan. These debentures are listed on BSE Limited w.e.f. 19 April 2023.

Further, the Debenture Allotment Committee of the Board of Directors in their meeting held on 19 March 2024, approved amendments in the Debenture Trust Deed and Placement Memorandum for redemption of the Debentures by pro- rata reduction of the face value of each Debenture and payment of the Redemption Premium, on each Redemption Date. The NCDs are being redeemed at premium which is linked to collections made from sale of the earmarked units. These NCDs along with above redemption premium are being redeemed as and when the revenues are collected by the Company in accordance with the debenture trust deed, as amended from time to time. The amendments to the Debenture Trust Deed and Placement Memorandum have been approved by BSE Limited. Consequent to such approval, on the First Redemption Date i.e. 30 March 2024, the Company has paid H3.92 Crores towards payment of the outstanding Principal Amount, resulting in the pro rata reduction of the face value and H1.72 Crores towards the payment of the Redemption Premium payable on such payment of the outstanding Principal Amount. Accordingly as on 31 March 2024, the outstanding amount consequent to such redemption is H202.58 Crores. The proceeds from the issue have been utilised for general corporate purposes of the Company and towards the construction and development of the Project.;

c. On 22 December 2023, 11,090 Senior, Secured, Listed, Rated, Redeemable Non-convertible debentures (‘NCDs') of face value Rs 1,00,000/- each, on a private placement basis, aggregating Rs 110.90 Crores (Rupees One Hundred and Ten Crores and

Ninety Lakhs Only were allotted to Marubeni Corporation, Japan. These debentures are listed on BSE Limited w.e.f. 27 December 2023.

Further, the Debenture Allotment Committee of the Board of Directors in their meeting held on 19 March 2024, approved amendments in the Debenture Trust Deed and Placement Memorandum for redemption of the Debentures by pro-rata reduction of the face value of each Debenture and payment of the Redemption Premium, on each Redemption Date. The NCDs are being redeemed at premium which is linked to collections made from sale of the earmarked units. These NCDs along with above redemption premium are redeemed as and when the revenues are collected by the Company in accordance with the debenture trust deed, as amended from time to time. The amendments to the Debenture Trust Deed and Placement Memorandum have been approved by BSE Limited. Consequent to such approval, on the First

Redemption Date i.e. 30 March 2024, the Company has paid H2.54 Crores towards payment of the outstanding Principal Amount, resulting in the pro rata reduction of the face value and H0.34 Crores towards the payment of the Redemption Premium payable on such payment of the outstanding Principal Amount. Accordingly as on 31 March

2024, the outstanding amount consequent to such redemption is H108.36 Crores. As at 31 March 2024, the Company has utilised H3,421 Lakhs towards General Corporate Purposes, including without limitation, towards construction and development of the Project. The unutilised proceeds of H7,669 Lakhs were temporarily invested in liquid mutual funds. These proceeds will be utilised for general corporate purposes of the Company and towards the construction and development of the Project.

7. Internal Financial Controls

The Company has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The Management has periodically conducted the assessment of internal financial controls for determining operative effectiveness and the control were operating effectively. The internal financial controls were also reviewed by an Independent Auditor and found to be adequate and operating effectively for ensuring accuracy and completeness of the accounting records. The attention of the members is drawn to last para of

"Annexure 2 to the Independent Auditor's Report" and explanation given thereto. Except the aforesaid there are no reportable material weaknesses were observed. The report of Independent Auditor is annexed to the Auditors' Report on Standalone Financial Statements.

8. Details of Subsidiary/Joint Ventures/ Associate Companies

During the year under review, the Company has acquired

5% stake of Kolte-Patil Integrated Townships Limited ("KPIT") pursuant to Securities Sale Agreement dated

20 October 2023. Pursuant to the said acquisition, KPIT became a wholly owned subsidiary of the Company.

The Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures in Form AOC - 1 is annexed as Annexure I to the Directors' report.

9. Directors and Key Managerial Personnel

Pursuant to Section 152 of the Companies Act, 2013 read with Article 167 of the Articles of Association of the Company, Mrs. Vandana Patil – Non Executive Director (DIN: 00588888) and Mr. Nirmal Kolte – Executive Director (DIN: 05159986) will retire by rotation and being eligible, offered themselves for re-appointment at this ensuing 33^rd Annual General Meeting.

The Board of Directors of the Company in their meeting held on 24 May 2024 has appointed Mr. Dhananjay arve (DIN: 00066375) as an Additional Director (Non-

Executive - Independent Director) who holds office up to this ensuing 33^rd Annual General Meeting. The Board has recommended his appointment as Director (Non-

Executive - Independent Director) to hold office for a period of 5 years from 24 May 2024 to 23 May 2029. Further, Mr. Prakash Gurav (DIN: 02004317) and Mr. Jayant Pendse (DIN: 02434630) hold office as a

Non-Executive Independent Directors till 12 September 2024. On the completion of 2^nd term as Independent Director, Mr. Prakash Gurav and Mr. Jayant Pendse will retire on 12 September 2024. The Board of Directors acknowledges their valuable contribution during their association/tenure with the Company.

The Company has received declarations from all the that Independent Directors of the Company confirming they meet the criteria of Independence as prescribed both under the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other Individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors. The Board has carried out an annual evaluation of its own performance, various committees and Individual directors.

The Board members are provided with necessary documents, reports and policies to enable them to familiarise with the Company's procedures and practices. Periodic presentations are made at the Board and Committee Meetings, on business and performance updates.

The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at https://rb.gy/k95dut

The Policy for selection of Directors and determining Directors Independence and Remuneration Policy for Directors, Key Managerial Personnel and other employees is annexed as Annexure II to this Report.

10. Meetings of the Board of Directors

Five (5) Board Meetings were held during the year and the gap between two meetings did not exceed one hundred and twenty days. The dates on which the board meeting were held as follows:

1. 25 May 2023

2. 04 August 2023

3. 26 October 2023

4. 06 November 2023

5. 24 January 2024

11. Scheme of Amalgamation and Arrangement

The Board of Directors of the Company in its meeting held on 10 November 2022 have approved the scheme of amalgamation of its wholly owned subsidiary - Sampada

Realities Private Limited with the Company. The Hon'ble

Regional Director, Western Region has approved the scheme of amalgamation vide order dated 26 May 2023. The Board of Directors of the Company in their meeting on 06 February 2023 have approved the change in appointed date for amalgamation of its wholly owned subsidiaries Tuscan Real Estate Private Limited and PNP Agrotech Private Limited from April 1, 2021 to April 1,

2023 and the scheme was filed Director, Western Region for approval. The Hon'ble

Regional Director, Western Region has approved the scheme of amalgamation vide order dated 09 February 2024.

The Board of Directors of the Company in its meeting held on 17 May 2024 has approved the proposed scheme of amalgamation of its wholly owned subsidiary – Kolte-Patil Integrated Townships Limited with the Company, subject to the approval of members and necessary statutory/regulatory approvals.

12. Statutory Auditors

The Members of the Company, at the at 32^nd Annual General Meeting held on 19 August 2023 have appointed M/s. S R B C & CO LLP, Chartered Accountants (LLP Registration No. AAB-4318, FRN 324982E/E300003) for a firstterm of 5 (five) years from the conclusion of this 32^nd AGM upto the conclusion of 37^th AGM of the Company to be held in 2028.

The Auditors' Report for the FY 2023-24 does not contain any qualification, reservation, or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

The attention of the Members is drawn to the point no. 2 (i) (vi) of Report on Other Legal and Regulatory

Requirements under the Auditors' Report on Standalone Financial Statements and point no. 2 (i) (vi) of Report on Other Legal and Regulatory Requirements of Auditors' Report on Consolidated Financial Statement. The Comments of the Statutory Auditors under the above mentioned points are self explanatory.

13. Contracts or arrangements with related parties

During the year under review, all transactions/ arrangements entered by the Company with related parties were in the ordinary course of business and on an arm's length basis. The details of transactions are given in the Note No 48 in Notes to Accounts forming part of the Audited Standalone Financial Statement.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: https://rb.gy/l4febp

14. Conservation of energy, technology absorption and foreign exchange earnings and outgo

As the Company is not engaged in the manufacturing activities, the information related to Conservation of energy, technology absorption has not been provided. The details of Foreign Exchange outgo are as follows: (Rs in Lakhs)

15. Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments are given in Note No. 6 and 47 in Notes to accounts forming part of the Audited Standalone Financial Statements.

16. Extract of the annual return

In accordance with Sections 92(3) read with 134(3)(a) of the Act, the Annual Return of the Company as on 31

March 2024 is available on the website of the Company at: https://rb.gy/lnvxlx

17. Corporate Social Responsibility (CSR)

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee and Report on CSR Activities forms part of this Report as Annexure III.

18. Audit Committee

The Audit Committee of the Company comprises of following members as on 31 March 2024:

The Board of Directors at their meeting held on 24 May 2024 has reconstituted the Audit Committee. The revised composition is as follows:

Mr. Vinod Patil, Company Secretary of the Company, acts as the secretary to the Audit Committee and the Managing Director, Chief Executive Financial Officer of to the Audit Committee Meetings.

The Board has accepted all the recommendations of the Audit Committee.

19. Vigil Mechanism for Directors and Employees

The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy in Regulation 22 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Task Force or to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct whether by the Directors, employees, vendors or customers and to come forward and express these concerns without fear of punishment or unfair treatment. The report received from employees will be reviewed by Audit Committee. The Directors and Management Personnel are obligated to maintain confidentiality of such reporting and ensure that the whistle blowers are not subjected to any discriminatory practices. No person has been denied access to the Audit Committee.

The said policy can be accessed at https://rb.gy/85x3jc

20. NominationandRemunerationCommittee

The Nomination and Remuneration Committee of the Company comprises of following members as on 31 March 2024:

The Board of Directors at their meeting held on 24 May 2024 has reconstituted the Nomination and Remuneration Committee. The revised composition is as follows:

21. Managerial Remuneration

The Details required as per Rule 5(1) and (2) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure IV to the Directors report.

22. Employee Stock Option Scheme

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Kolte-Patil Employees Stock Option

Scheme 2021 ("ESOS 2021") of the Company in accordance with the applicable SEBI Guidelines.

The applicable disclosures as stipulated under the SEBI Guidelines as on 31 March 2024 (cumulative position) with regard to the Kolte-Patil Employees Stock Option Scheme 2021 ("ESOS 2021") are provided in Annexure V to this Report.

23 Secretarial Audit Report

Pursuant to Section 204 of the Companies Act 2013, the Company had appointed M/s. SVD & Associates,

Company Secretaries, Pune as its Secretarial Auditors to conduct the secretarial audit of the Company for the Financial Year 2023-24. The Report of Secretarial Auditor for the Financial Year 2023-24 is annexed to this report as Annexure VI. The Comments in Secretarial Audit Report are self-explanatory.

Kolte-Patil Integrated Townships Limited is the material subsidiary of the Company. Pursuant to the Regulation 24A of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 ("Listing Regulations") as amended from time to time, the Secretarial Audit Report of material subsidiary is annexed to this report as Annexure VII.

24. Reporting of Frauds by the Auditors

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee, under Section 143(12) of the Companies Act 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report or directly to the Central Government under intimation to your Company.

25. Secretarial Standards

The Ministry of Corporate Affairs notified the Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS–2). The Company complies with Secretarial Standards and guidelines issued by the Institute of Company Secretaries of India (ICSI).

26. Corporate Governance Certificate

The Report on Corporate Governance for the Financial Year 2023-24, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 is presented in a separate section forming part of the Annual Report. certific TheCompanyhasobtainedtheCompliance for the Financial Year 2023-24 from the Statutory

Auditors i.e. M/s. S R B C & CO LLP for the compliance of conditions of corporate governance as stipulated in Regulation 34 (3) real with Part E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said certificate is an integral part of Corporate Governance Report and this Annual Report.

27. Business Responsibility and Sustainability Report ("BRSR")

The BRSR of your Company for the Financial Year 2023- 24 as required under Regulation 34(2)(f) of the Listing Regulations is presented in a separate section and forms an integral part of this Annual Report.

28. Risk Management Policy

The Company has constituted Risk Management Committee. As on 31 March 2024, the Risk Management Committee comprising 7 members, in which 4 members are Independent Directors.

On 24 May 2024, the Board of Directors have reconstituted the Risk Management Committee and as on date it is comprising of 6 members, out of which 3 members are Independent Directors. The Risk Management Committee has approved the Risk Management Policy. The Committee monitors the policy, ensures that the Company is acting appropriately to achieve prudent balance between the risk and reward and evaluates significant risk exposures and assesses the management's actions to mitigate the exposures. The Risk Management Committee also reviews the Company's initiatives towards sustainability and performance against various NGRBC Principles.

29. Directors' Responsibility Statement

Your Directors state that: a) in the preparation of the annual accounts for the year ended 31 March 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2024 and of the losses of the Company for the year ended on that date; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts on a ‘going concern' basis; e) the Directors 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 f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

30. Management's Discussion And Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated in Regulation 34 (2) (e) of the Listing Regulations, is presented in a separate section forming part of the Annual Report.

31. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has adopted a Policy on Prevention and Redressal of Sexual Harassment at workplace. Pursuant to the provisions of the Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment of women at the workplace.

Status of Complaints received during the year under review:

Received during Resolved Pending at the year the year end

NIL NIL NIL

32. Dividend Distribution Policy

The Company has framed the Dividend Distribution Policy and the same has been uploaded on the website of the Company at https://rb.gy/0z1sy2

33. Credit Rating

The Company has obtained credit rating from CRISIL, which is as follows: a) CRISIL A+/Positive for the bank facilities of H695

Crores (Long Term) and CRISIL A1 for the bank facilities of H105 Crores (Short Term). b) CRISIL A+ for Non-Convertible Debentures of H206.50 Crores. c) CRISIL A+ for Non-Convertible Debentures of H113.65 Crores.

34. Maintenance of cost records

The Company is required to maintain cost records and have the cost records audited by a cost auditor as specified u/s

The Cost records have been prepared and maintained by the Company for the Financial Year 2023-24.

35. Other Disclosures

During the year under review:

no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company and or it's operations in future;

• no proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution;

• no shares with differential voting rights and sweat equity shares have been issued;

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

36. Other Financial Disclosures

• There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statement relates on the date of this Annual Report.

• During the Financial Year, there was no amount proposed to be transferred to Reserves.

37. Acknowledgements

Your Directors take this opportunity to thank customers, vendors, Central and State Governments, business associates and bankers for their consistent support and co-operation to the Company. Your Directors take this opportunity to thank all the employees who have helped for sustained excellence in performance of the Company. Finally, the Directors would like to convey their gratitude to the members for reposing their confidence and faith in the Company and its management