Macrotech Developers Ltd

To the Members,

The Directors are pleased to present the 29^th Annual Report (and the 3^rd Integrated Report) on the business and operations of the Company alongwith audited financial statements for the financial year ended March 31, 2024.

OVERVIEW OF OPERATIONS

We are amongst the largest residential real estate developers in India with a strong brand presence across luxury, premium and mid-income housing segments. Our diverse portfolio includes nearly 40 operating projects. With continued growth in our core business of ‘for sale' development (residential, office & retail), we are also leveraging our development capability to build select annuity income streams through facilities management, industrial & warehousing (digital infrastructure) and leasing of select retail & office spaces. We have also added a digital layer on top of our already established facilities management business through ‘BelleVie', enabling merchants to deliver customized services to the residents staying in our developments. Our business is currently focused on three of the largest real estate markets in India: Mumbai Metropolitan Region (MMR) (where we are the largest player with ~10% market share), Pune and Bengaluru.

Scaling new heights

FY24 proved to be a record-breaking year for the Company with several parameters reinforcing our belief that the current housing cycle in India is a long-term, structural upcycle driven by the economy's transition from low-income to mid-income, enabling home buying capability amongst a much higher proportion of India's households, where the latent desire has always existed due to cultural and economic reasons.

The Company achieved its best ever pre-sales of C 145.2 Bn (20% YoY) and best ever collections of C 112.6 Bn (6% YoY). We also successfully launched two projects in Bengaluru, which received a strong response from consumers. We continued to expand our portfolio by adding 10 projects with a GDV of C ~200 Bn. The Company continued its net debt reduction journey, with a year-end net debt of C 30.1 Bn (a reduction of C 40.6 Bn), on the back of strong operating cash flow and primary equity raise. The company did not receive any financial assistance from the government during the year.

During the financial year, the Company launched 13 new projects and subsequent phases of existing projects. Some of the key launches during the year included Lodha Sea Face, Lodha Marq, Lodha Riservo, Lodha Culinan and Lodha Stella in MMR, Lodha One, Lodha Estilo and Lodha Magnus in Pune and Lodha Mirabelle and Lodha Azur in Bengaluru.

Our business is managed to predictably deliver ~20% pre-sales growth and 20% RoE with conservative leverage (Net D/E ceiling of 0.5x). We aim to deliver this through four key strategic pillars: 1. Granular growth supported by best-in-class talent & execution 2. Super-market approach to locations 3. Two phase low risk new city entry strategy and 4. Gradually building annuity income streams.

We aim to be present through non-competing projects every 2-4 kms in the cities that we operate in, in a manner akin to a super-market chain. This approach will ensure that we are not overtly dependent on any one project or location and will also provide steady and predictable growth in these cities enabling us to secure 15-20% market share over the long term. Using this strategy, the Company continued to expand into under-represented micro markets in the MMR and Pune. We also had successful launches of our first two projects in Bengaluru during the year, showcasing the strength of our brand in a previously untapped geography.

Our ability in expeditiously launching the project after tying up the land has established us as the preferred partner for landowners, thereby ensuring a recurring pipeline of JDA projects. This enabled the Company to add nearly C 200 Bn GDV during the year.

Further, we handed over 8,000+ units to our customers. With construction in full swing, we expect significant ramp-up in deliveries going forward in FY25.

Focusing on green growth

Our commitment towards creating a more sustainable future is evident in the progress we have made in our sustainable development initiatives. Our operations and assets are powered by renewable sources of electricity, facilitated through a combination of direct procurement and on-site generation. We achieved carbon neutrality in our operations (scope 1, 2 emissions) starting March 2024, marking a significant milestone on our path to becoming a net-zero company. For more details of our net-zero roadmap, refer the Natural Capital section on page 78 of the Integrated Report. All our projects are under the ambit of green certification, with ~54 Mn Sq ft of certified/pre-certified portfolio and an additional ~37 Mn Sq ft undergoing the certification process.

Our flagship decarbonisation initiative, the Lodha Net Zero Urban Accelerator, released its first annual publication, "Gateway to India's Dymaxion". The publication presents insights from initiatives spanning the five focus areas of the Accelerator: Embodied Carbon, Passive Thermal Comfort, Equipment Efficiency, Clean Energy, and Clean Mobility. It was unveiled during the inaugural RMI-Lodha Sustainability Conclave organised in September 2023, which brought together over 200 passionate visionaries representing more than 40 industries to drive discussions on accelerating decarbonisation of the built environment. We have also partnered with D3, the global climate tech innovation engine housed at Rocky Mountain Institute

(RMI), to foster innovative solutions for a more sustainable urban environment.

We maintained our leadership position in leading global sustainability benchmarks this year as well. We are proud to be included in ESG indices such as the Dow Jones Sustainability Index (DJSI) and the FTSE4Good Index. The Indian Green Buildings Council (IGBC) recognised our efforts with the IGBC Green Champion Award under the category of ‘Developer leading the Green Homes Movement in India'.

Operating Results

Standalone financial highlights

Revenue from operations increased by ~3% YoY to C 94.6 Bn, primarily due to significant ramp up in construction activity leading to higher project completions and consequently higher receipt of occupancy certificates.

Profit for FY24 was C 11.6 Bn as compared to profit of C 4.6 Bn during the previous FY. The sharp increase in profit is due to lower profit in previous year on account of exceptional item recognized in books pertaining to provision created on UK loans.

Consolidated Financial Highlights

The Audited Consolidated Financial Statements for the financial year ended March 31, 2024 have been prepared in accordance with Indian Accounting Standard (Ind AS) - 110 on ‘Consolidated Financial Statements' read with Ind AS-28 on ‘Investments in Associates and Joint Ventures', notified under the Act, read with the Indian Accounting Standards Rules as applicable and same are in compliance with the Companies Act, 2013 (‘the Act').

Revenue from operations increased by ~9% YoY to C 103.2 Bn, primarily due to significant increase in pre-sales and area completed. Finance costs (other than included in Costs of Project) is at same level to C 4.8 Bn in FY24.

Profit for the year was C 15.5 Bn as compared to C 4.9 Bn in FY23. The sharp increase in profit was due to lower profit in previous year on account of recognition of exceptional item pertaining to provision created for UK Loans.

The consolidated financial results and the results of operations are further discussed in the Management Discussion and Analysis which forms part of this Integrated Report.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘Listing Regulations') the Board of Directors of the Company (the ‘Board') has adopted the Dividend Distribution Policy which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and/or retaining profits earned by the Company. The policy is available on the Company's website at www.lodhagroup.in/investor-relations.

DIVIDEND

In line with the Dividend Distribution Policy, your Directors have recommended a final dividend of C 2.25 per fully paid-up equity share of face value of C 10 each i.e. 22.50% of the paid-up value for FY24. The proposed final dividend payout will amount to C ~2.2 Bn. The payment of final dividend is subject to the approval of shareholders at the 29^th Annual General Meeting (AGM) and will be paid on or after August 26, 2024. The record date for the purpose of payment of final dividend is August 16, 2024.

In view of the applicable provisions of Income Tax Act, 1961, dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly make the payment of the final dividend after deduction of tax at source.

During the year under review, the Directors have declared final dividend of C 1/- per equity share of C 10/- each for the year ended March 31, 2023. The total dividend payout for the FY23 was C 1.0 Bn.

TRANSFER TO RESERVES

During the FY24 Company has not transferred any amount to General Reserves.

Authorised share capital

As on March 31, 2024, the authorised capital of the Company was C 13,078 Mn, divided into 129,50,75,750 equity shares of C 10 each aggregating to C 12,951 Mn and 1,26,96,250 Preference Shares of C 10 each aggregating to C 127 Mn. The authorised equity share capital increased by C 1.3 Mn on account of merger of certain subsidiaries with the Company during FY24.

Further issue of capital

During FY24, the Company has made the following allotments:

48,18,05,547 fully paid-up bonus equity shares of face value of C 10 each, to the existing equity shareholders of the Company, in the ratio of 1:1.

2,98,89,353 equity shares of face value C 10 each to Qualified Institutional Investors, at a price of C 1,098 per Equity Share (including share premium of C 1,088 per Equity Share), aggregating to C 32.8 Bn, pursuant to a Qualified Institutions Placement (QIP).

9,72,439 equity shares of C 10 each pursuant to exercise of stock options granted under the Company's ESOP schemes.

Consequent to the aforesaid allotments, the issued and paid-up share capital of the Company as on March 31, 2024, has increased to C 9,945 Mn divided into 99,44,56,213 fully paid up equity shares of face value of C 10 each.

Bonus issue

The Company allotted 48,18,05,547 bonus equity shares of face value C 10 each to the existing equity shareholders of the Company, in the ratio of 1:1, by utilising the securities premium reserve and capital redemption reserve aggregating to C 4,818 Mn, pursuant to shareholders approval granted by postal ballot on May 23, 2023. Necessary adjustments were also made to outstanding vested and unvested stock options granted under the Company's ESOP schemes as per the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SBEB 2021').

Qualified Institutions Placement (QIP)

The Company raised an amount of C 32.8 Bn through a QIP to a diversified set of investors with long-term outlook, including sovereign funds, pension funds, insurance companies etc, at an issue price of C 1,098 per Equity Share (including a premium of C 1,088 per Equity Share), at a discount of 2.79% to the floor price of C 1,129.48 per Equity Share. The net proceeds of the QIP are being utilised for the purposes for which they were raised i.e., repayment / pre-payment of debt, acquisition of land or land development rights; and general corporate purposes.

Mergers

The Hon'ble National Company Law Tribunal, Mumbai Bench ('NCLT'), vide its order dated April 25, 2023, sanctioned the composite scheme of merger by absorption of Bellissimo Constructions and Developers Private Limited, Homescapes Constructions Private Limited, Primebuild Developers and Farms Private Limited, Palava Institute of Advanced Skill Training Private Limited and Center for Urban Innovation Private Limited (all wholly owned subsidiaries), with the Company, under Sections 230 to 232 and other applicable provisions of the Act. The scheme has become effective from May 20, 2023.

The Company has filed a Scheme of Merger by Absorption of two wholly owned subsidiaries viz One Place Commercials Private Limited and Palava City Management Private Limited, with the Company, under Sections 230 to 232 and other applicable provisions of the Act, in the NCLT, Mumbai Bench on February 10, 2024. The scheme is pending for approval with NCLT.

Acquisition of 100% stake in V Hotels Limited

In June 2023, the Company was declared as the successful resolution applicant by the Committee of Creditors of V Hotels Limited in relation to its Corporate Insolvency Resolution Process ('CIRP') under the Insolvency and Bankruptcy Code 2016. On April 29, 2024, the Company completed acquisition of 100% stake in V Hotels Limited as per the Resolution Plan approved by the NCLT. Under the said resolution plan, the Company will pay C 9 Bn in tranches over a period of 270 days.

Exit from UK business

The Company had, in the past, invested in the construction of two real estate projects in London, Lincoln Square in the West End and No. 1 Grosvenor Square in Mayfair. During the review period, the Company completely exited from the UK business. Consequently, the Company has no interest in any development project outside India – this is in adherence to the decision of the Board that the Company will not invest in development projects outside India in the future.

Debentures

The Company issued Senior, Secured, Redeemable, Listed, Rated Non-Convertible Debentures (NCDs) aggregating to C 11.0 Bn during FY24. The NCDs are listed on the wholesale debt market segment of BSE Ltd. The Company has redeemed NCDs aggregating to C 5.4 Bn. The total debentures outstanding as on March 31, 2024 are C 18.4 Bn.

Credit Ratings

The Company is rated by three domestic rating agencies namely ICRA Limited ('ICRA'), CRISIL Ratings Limited ('CRISIL') and India Ratings & Research Private Limited ('India Ratings'). The following ratings were assigned during FY24.

ICRA revised its outlook for the long term rating from ICRA A+ (Stable) to ICRA A+ (Positive). This rating was further upgraded to ICRA AA- (Stable) in April 2024.

India Ratings upgraded the long term rating from IND A / Positive to IND A+/Stable. This rating was further upgraded to IND AA-/Stable in May 2024.

CRISIL upgraded the long term rating from CRISIL A/Stable to CRISIL A+/Stable. This rating was further upgraded to CRISIL AA-/Positive in May 2024.

Exceptional ESG Scores

We were ranked third among 500+ global real estate development companies which participated in the S&P Global Corporate Sustainability Assessment and received a score of 77 out of 100 in third year of participation. We were recognised as a Global Sector Leader by Global Real Estate Sustainability Benchmark ('GRESB') for our exceptional performance in the GRESB Development Benchmark where we received a 5-star rating with a score of 100/100 and ranked1^st in Asia.

Employee Stock Option Schemes

The Company has two Employee Stock Options schemes, namely the "Macrotech Developers Limited Employee Stock Option Scheme 2021" ('ESOP Scheme 2021') and the "Macrotech Developers Limited Employee Stock Option Scheme 2021-II" ('ESOP Scheme 2021-II') ('ESOP Schemes'). The primary objective of both schemes is to reward employees for their association, performance and contribution to the goals of the Company and to attract, retain and motivate key talent by rewarding good performance and motivating them to contribute to the overall corporate growth and profitability of the Company. The NRC administers and monitors the ESOP schemes.

Both ESOP schemes are in compliance with the SBEB 2021 regulations. The Company has received a certificate from Shravan A. Gupta & Associates, Secretarial Auditor of the Company, certifying that the schemes are implemented in accordance with the SBEB 2021 Regulations and the resolutions passed by the members. The certificate is available for inspection by members in electronic mode. Details of ESOPs granted and vested are provided in the notes to the Standalone Financial Statements.

Disclosures as required under the SBEB 2021 Regulations, with respect to the Company's ESOP Schemes, as on March 31, 2024 are available on the Company's website at www.lodhagroup.in/ investor-relations.

Appointment & re-appointment

Ms Raunika Malhotra was re-appointed as Whole-time Director for a period of two years with effect from June 26, 2023 by the shareholders at the previous Annual General Meeting held on September 15, 2023.

Further, at its meeting held on June 17, 2024, the Board (upon recomendation of the NRC), approved the appointment of Mr. Shaishav Dharia as an Additional Director and Whole-time Director of the Company for a term of 3 (three) consecutive years with effect from June 17, 2024. The appointment is subject to approval of the shareholders at the ensuing AGM. Necessary resolution for his appointment forms part of the accompanying AGM notice.

Retiring by rotation

Mr Rajendra Lodha, Whole-time Director, retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment.

A brief resume, nature of expertise, details of directorships held in other companies, of the Directors proposed to be appointed/ re-appointed, along with their shareholding in the Company, as stipulated under the Secretarial Standards and Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel (KMP) of the Company as on March 31, 2024 are Mr. Abhishek Lodha, Managing Director & CEO, Mr. Rajendra Lodha, Whole-time Director, Ms. Raunika Malhotra, Whole-time Director, Mr. Sushil Kumar Modi, Chief Financial Officer and Ms. Sanjyot Rangnekar, Company Secretary & Compliance Officer. There has been no change in KMPs during the year under review.

Declarations by Independent Directors

Pursuant to Section 149(7) of the Act, the Company has received declarations from all Independent Directors, confirming that they meet the criteria of independence as specified in Section 149(6) of the Act, as amended, read with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of the Management.

The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct and that they are registered on the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs. The Directors have further confirmed that they are not debarred from holding the office of director under any order of SEBI or other regulator. The Board of Directors of the Company have taken on record the aforesaid declaration and confirmation submitted by the Independent Directors.

Policy on appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel and Board Diversity Policy

In terms of the requirement of Section 178 of the Act and Listing Regulations, the Board has adopted a Nomination & Remuneration Policy on appointment and remuneration of Directors, KMPs and Senior Management Personnel ('SMP') and also a Board Diversity Policy. Salient features of the NRC Policy are annexed as Annexure 1 to the Directors' Report. These policies are available on the Company's website at www.lodhagroup.in/investor-relations.

Board Evaluation

The Board carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and the Listing Regulations. Further details on the evaluation framework, criteria, process and outcome are provided in the Corporate Governance Report which forms part of this Integrated Report. All Directors participated in the performance evaluation process. The results of evaluation were discussed in the NRC and Board meeting held on April 24, 2024, where it was concluded that there was a high level of board effectiveness with no areas of major concerns and the Board committees and the directors were performing their duties adequately.

Familiarisation Program for Directors

The Company has adopted a structured induction programme for orientation and training of Directors at the time of their joining so as to provide them with an opportunity to familiarise themselves with the Company. As part of the induction program, directors visit project sites and interact with members of Senior Management. The Senior Management makes presentations giving an overview of the Company's strategy, operations, markets, group structure etc. This enables the Directors to get a deep understanding of the Company, its employees, values and culture and facilitates their active participation in overseeing the performance of the Management. For more details refer the Corporate Governance Report which forms part of this Integrated Report.

Board Committees and Meetings of the Board

In compliance with the statutory requirements, the Company has constituted five mandatory Committees viz. Audit Committee, Nomination & Remuneration Committee, CSR Committee, Risk Management Committee and Stakeholders' Relationship Committee. The Company has also constituted three operating/ special purpose committees for better administration viz an Executive Committee, an ESG Committee and a Committee for Fund Raise.

All the recommendations made by all Board Committees, including the Audit Committee, were accepted by the Board.

A detailed update on the composition, governance and terms of reference of Board committees, attendance of directors at Board and Committee meetings held during FY24 is provided in the Corporate Governance Report, which forms part of this Integrated Report.

SUBSIDIARIES, JOINT VENTURES, ASSOCIATES

As on March 31, 2024, the Company had 14 consolidating subsidiaries, 3 subsidiaries considered as joint ventures under IND AS 28 and 4 associates (including 1 associate considered as subsidiary under IND AS 110). A statement containing the salient features of financial statements and details of performance of the Company's subsidiaries and associates is attached to the financial statements of the Company in Form AOC-1.

The names of companies which have become or ceased to be subsidiaries, joint ventures and associates during the year under review are annexed as Annexure 7 to the Directors' Report.

In terms of section 136 of the Act, financial statements of all subsidiaries are available on the Company's website at www.lodhagroup.in/investor-relations. A copy of the same will also be available electronically for inspection by the members during the AGM.

The Board of Directors of your Company has approved a Policy for determining material subsidiaries in line with the Listing Regulations. The Policy is available on the Company's website at www.lodhagroup.in/investor-relations.

Cowtown Infotech Services Limited (Cowtown) is a material unlisted subsidiary of the Company. Ms Harita Gupta, Independent director of the Company has been appointed to the Board of Cowtown as required under the Listing Regulations. A copy of the Secretarial Audit Report of Cowtown is annexed as Annexure 2 to the Directors' Report. It does not contain any qualification, reservation, adverse remark or disclaimer.

Statutory Auditors

MSKA & Associates, Chartered Accountants were re-appointed as Statutory Auditors of the Company at the AGM held on September 3, 2021, for a second term of five consecutive years and hold office upto the conclusion of the AGM to be held in FY26.

The statutory auditor's report for FY24 does not contain any qualifications, reservations or adverse remarks and is enclosed with the financial statements with this Integrated Report.

Internal Auditors

The Company has an Internal Audit department which is led by the Chief Internal Auditor. The internal auditor makes quarterly internal audit presentations to the Audit Committee.

Secretarial Auditors

The Company had appointed Shravan A. Gupta & Associates, Practicing Company Secretary as Secretarial Auditor to conduct Secretarial Audit for FY24. The Secretarial Auditor has confirmed compliance by the Company of all the provisions of applicable corporate laws. The Report does not contain any qualification, reservation, disclaimer or adverse remark. The Secretarial Audit Report is annexed as Annexure 2 to the Directors' Report. The Board has re-appointed Shravan A. Gupta & Associates, Practicing Company Secretary as Secretarial Auditor of the Company for FY25.

Cost Auditors and Cost Audit

The Company is required to maintain cost records and have the cost records audited by a cost auditor as specified u/s 148 of the Act. Cost records have been prepared and maintained by the Company for FY24. The Cost audit report for FY24 does not contain any qualification, reservation, disclaimer or adverse remark.

The Board, on the recommendation of the Audit Committee has approved the appointment of D. C. Dave & Co, Cost Accountants, as Cost Auditors, for FY25. The resolution for ratification of remuneration payable to the Cost Auditors for FY25 forms part of the accompanying AGM notice.

Reporting of Frauds by Auditors

None of the Auditors of the Company have reported any fraud under Section 143(12) of the Act.

Risk Management

Effective risk management is one of the pillars of our corporate governance framework. We believe that a robust risk management system is essential for achieving our objectives and goals, identifying potential obstacles and threats, and mitigating potential losses. By implementing a comprehensive risk management framework, we ensure that we are well-equipped to adapt to changing circumstances and allocate resources effectively. We have adopted a comprehensive risk management policy which outlines our approach to managing risks across the organization and sets out clear guidelines defining our risk appetite and implementing a robust risk management framework. Our ERM framework provides a structured approach to identifying, assessing, mitigating, and monitoring risks across the organization. It also ensures that there are clear lines of accountability and oversight in place to ensure that risks are being managed effectively

The Company has constituted a Risk Management Committee consisting of members of the Board and key executives of the Company to identify and assess business risks and opportunities. Further details on the Risk Management processes and systems are provided in other parts of this Integrated Report.

Adequacy of Internal Financial Controls

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this Integrated Report.

Compliance Management

The Company has in place a robust automated compliance framework based on a compilation of applicable laws, which are regularly monitored and updated basis the changing requirements of law.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Our purpose is to use our capabilities to increase India's economic strength and transform our country to a developed nation and then to a global superpower. We drive wide ranging social impact through our business and philanthropic work. Women empowerment and education are the strategic focus areas for our social impact initiatives. We aim to improve the lives we touch through our social initiatives, by improving social mobility through an increase in per capita income.

A brief outline of the CSR policy of the Company and the Annual Report on the CSR activities undertaken during the year is annexed as Annexure 6 to the Directors' Report as per format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy is available on the Company's website at www.lodhagroup.in/investor-relations. For details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this Integrated Report.

Whistle Blower Policy - Vigil Mechanism

The Company has adopted a Whistle Blower Policy which outlines the method and process for employees and stakeholders to report genuine concerns about unethical conduct which may be in breach of the Company's Code of Conduct, Transparency and Ethics Policy or other governance policies. The Policy is available on the Company's website at www.lodhagroup.in/ investor-relations. Further details on whistle blower policy are provided in the Corporate Governance Report which forms part of this Integrated Report.

Annual Return

The Annual Return of the Company as on March 31, 2024 in Form MGT - 7 is in accordance with Section 92(3) of the Act and Rules is available on the Company's website at www.lodhagroup. in/investor-relations.

Particulars of loans, guarantees and investments

In compliance with the provisions of the Act and Listing Regulations, the Company extends financial assistance in the form of investment, loan and guarantees to its subsidiaries, from time to time in order to meet their business requirements. Particulars of loans, guarantees and investments are detailed in Notes to the financial statements provided in this Integrated Report. The Company is in the business of real estate development and accordingly is covered under the definition of ‘infrastructure facilities' in terms of Section 186 read with Schedule VI of the Act.

Related Party Transactions

Transactions/contracts/arrangements, falling within the purview of provisions of Section 188(1) of the Act, entered by the Company with related parties as defined under the provisions of Section 2(76) of the Act, during the financial year under review, were in the ordinary course of business and have been transacted at arm's length basis. Material contracts, arrangements or transactions with related parties referred to in Section 188, entered during FY24 in Form AOC-2 are annexed as Annexure 3 to the Directors' Report. The Related Party Transactions Policy is available on the Company's website at www.lodhagroup.in/ investor-relations. Disclosures as required pursuant to para A of Schedule V of the Listing Regulations form part of the Standalone Financial Statements for FY24.

Particulars of employees

Disclosures relating to remuneration of Directors u/s 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 4 to the Directors' Report.

Particulars of employee remuneration, as required u/s 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 part of this Integrated Report.

In terms of the provisions of the first proviso to Section 136(1) of the Act, the Integrated 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 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 corporate office of the Company.

Prevention of Sexual Harassment at Workplace

In compliance with the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act 2013, the Company has constituted an Internal Complaints Committee (ICC) for providing a redressal mechanism pertaining to sexual harassment at the workplace where any such incident can be reported to the ICC as per the process defined under the policy. Details regarding the policy, including the details of the complaints received and disposed of, are provided elsewhere in this Integrated Report.

GENERAL DISCLOSURES

Your Directors state that for FY24, no disclosures are required in respect of the following items and accordingly confirm as under:

a. The Company has neither revised the financial statements nor the report of Board of Directors. b. There are no material changes or commitments affecting the financial position of the Company between March 31, 2024 and the date of this report. c. The Company has not accepted any deposits.

d. No significant or material orders were passed by the Regulators/Courts/Tribunals which impact the going concern status and Company's operations in future.

e. There was no change in the nature of the business of the Company.

f. There has been no issue of equity shares with differential rights as to dividend, voting or otherwise.

g. The Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

h. The Company was not required to transfer any amount to the Investor Education and Protection Fund under section 125 of the Act.

i. No application has been admitted by the NCLT under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any bank or financial institution.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of energy conservation, technology absorption and foreign exchange earnings and outgo as required u/s 134(3) of the Act and Rules is annexed as Annexure 5 to the Directors' Report.

INTEGRATED REPORT

SEBI has recommended voluntary adoption of ‘Integrated Reporting' (IR) by the top 500 listed companies in India with effect from 2017-18. The 3^rd Integrated Report of the Company is guided by the principles of International Integrated Reporting Framework developed by the International Integrated Reporting Council (now consolidated into IFRS Foundation) and reflects initiatives taken by the Company towards long-term sustainability and stakeholder value creation. The Board acknowledges its responsibility for the integrity of the report and the information contained therein.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis for the year under review, is presented in a separate section forming part of this Integrated Report.

CORPORATE GOVERNANCE REPORT

The Corporate Governance report pursuant to Regulation 34 of the Listing Regulations for the year under review forms part of the Integrated Report. A certificate from Shravan A Gupta & Associates, Practicing Company Secretary and our secretarial auditor, confirming compliance with conditions of Corporate Governance is annexed as Annexure 8 to the Directors' Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report pursuant to Regulation 34 of the Listing Regulations, describing the initiatives taken by the Company from environmental, social and governance perspective for FY24 forms part of this Integrated Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Act, your Directors confirm that:

a. in the preparation of the annual accounts for the FY ended March 31, 2024, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures thereof.

b. 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 at March 31, 2024 and of the profit of the Company for the FY ended on that date;

c. 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;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

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

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and support extended by all stakeholders.