Oberoi Realty Ltd

To

The Members,

Oberoi Realty Limited

Your Directors have pleasure in presenting the 27th Annual Report of the Company on the business and operations of the Company, together with the Audited Financial Statements for the year ended March 31, 2025.

FINANCIAL RESULTS

The Company's performance during the financial year ended March 31, 2025 as compared to the previous financial year is summarized below:

( Rs. in Lakh)

NATURE OF BUSINESS

The Company is primarily engaged in the activities of Real Estate development and hospitality. The Company develops residential, commercial, hospitality, retail and social infrastructure projects.

There was no change in nature of the business of the Company, during the year under review.

FINANCIAL PERFORMANCE Consolidated Financials

During the year under review, your Company?s consolidated total revenue stood at Rs. 5,47,417.69 lakh as compared to Rs. 4,81,876.95 lakh for the previous year, representing an increase of 13.60%; profit before tax stood at Rs. 2,94,489.68 lakh for the year under review as compared to Rs. 2,47,573.53 lakh for the previous year representing an increase of 18.95%; and the total comprehensive income stood at Rs. 2,22,405.16 lakh as compared to Rs. 1,92,517.40 lakh for the previous year representing an increase of 15.52%.

Standalone Financials

During the year under review, the total revenue stood at Rs. 4,55,806.71 lakh as compared to Rs. 3,62,019.90 lakh for the previous year representing an increase of 25.91%; profitbefore tax stood at Rs. 2,33,612.65 lakh for the year under review as compared to Rs. 1,88,648.59 lakh for the previous year representing an increase of 23.83%; and the total comprehensive income stood at Rs. 1,76,757.45 lakh as compared to Rs. 1,47,602.18 lakh for the previous year representing an increase of 19.75%.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The performance and financial position of each of the subsidiaries, associates and joint venture companies for the year ended March 31, 2025 is attached to the financial statements hereto.

Kindly refer the section titled ‘Corporate Restructuring? for changes in group structure. Save and except the same there were no changes in subsidiary, associate or JV during year under review.

TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserves out of the profits earned during FY 2024-25.

DIVIDEND

Taking into consideration the stable performance of your Company and in recognition of the trust in the management by the members of the Company, your Directors had declared 4 interim dividends of Rs. 2 each, thus aggregating to Rs. 8 per share on the equity shares of Rs. 10/- each for FY 2024-25. It is proposed to the members that the said interim dividend for the FY 2024-25 as declared by the Board of Directors shall be dividend for the said financial year. Thus the total dividend on equity shares of the Company for FY 2024-25 is Rs. 8 ( Rupees Eight only) i.e. 80% as compared to dividend of Rs. 8 per equity shares (80%) in the previous year.

Nirmal Lifestyle Realty Private Limited ("NLRPL")

During the year under review the Hon?ble National Company Law Tribunal, Mumbai bench vide its order dated Augustas ‘Deposits?9, 2024, approved the Resolution Plan submitted by the Company in relation to the Corporate Insolvency Resolution Process of Nirmal Lifestyle Realty Private Limited ("NLRPL"). The Company completed acquisition of NLRPL on November 7, 2024 Further, the Board of Directors of your Company at its meeting held on January 20, 2025 approved the Scheme of Amalgamation of NLRPL with the Company and their respective shareholders pursuant to provision of Section 230 to 232 and other applicable provisions of Companies Act, 2013 and subject to requisite approvals and sanctions, including sanction of the Hon?ble National Company Law Tribunal, Mumbai Bench. The Appointed Date for the amalgamation under the scheme is November 7, 2024.

Strike-off of Astir Realty LLP ("Astir"), a wholly owned limited liability partnership

Astir Realty LLP ("Astir") is a limited liability partnership registered under the provisions of Limited Liability Partnership Act, 2008. The entire partnership interest in Astir is directly and indirectly held by Oberoi Realty Limited.

During the year under review, Astir has on March 18, 2025 made an application for striking-off of its name from the register of limited liability partnerships under the provisions of Rule 37(1)(b) of the Limited Liability Partnership Rules, 2009. The said application is under processing by the concerned office of the Department of

Corporate Affairs.

Strike-off of Sight Realty Private Limited ("Sight"), a wholly owned subsidiary

Sight Realty Private Limited ("Sight") is a wholly owned subsidiary of the Company registered under the provisions of Companies Act, 1956 ("Act"). Sight has on April 24, 2025 made an application for striking-off of its name from the register of companies under the provisions of Section t and material orders have been passed bysignifican 248 of the Act. The said application is under processing by the concerned office

Corporate Affairs.

Investment in I-Ven Realty Limited, a joint venture company

I-Ven Realty Limited ("IVRL") is a joint venture between your

Company and Mr. Vikas Oberoi, each holding 50% ownership interest in IVRL. Pursuant to a Share Subscription Agreement dated March 20, 2025 entered into between Alpha Wave Ventures II, LP ("Alpha Wave"), I-Ven Realty Limited, the Company and Mr. Vikas Oberoi, Alpha Wave has agreed to invest Rs. 1,25,000 lakh for a 21.74% stake (on a fully diluted basis) in IVRL. Upon consummation of the said transaction, the holding of your Company and Mr. Vikas Oberoi in IVRL will each stand at 39.13% on a fully diluted basis.

DEPOSITS

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the in beginning of the year which were classified terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

DISCLOSURE W.R.T. MATERIAL CHANGES AND COMMITMENTS

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company?s financial position, have occurred between the end of the financial year of the Company and date of this report.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal

Auditors of the Company on the inefficiency or inadequacy of such controls.

INTERNAL CONTROL SYSTEMS

Adequate internal control systems commensurate with the nature of the Company?s business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations. Internal control systems are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately protected.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No

Regulator or Court or Tribunal which can have impact on the goingofthe Departmentof concern status and the Company?s operations in future. There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions/ contracts/ arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party(ies) are in ordinary course of business and on arm?s length.

Kindly refer the financial statements for the transactions with related parties entered during the year under review.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186

Kindly refer the financial statements for the loans, guarantees and investments given/made by the Company as on March 31, 2025.

NON-CONVERTIBLE DEBENTURES

In FY 2021-22 your Company raised an aggregate amount of Rs. 1,00,000 lakh by way of issue of listed, secured, rated, redeemable, non-convertible debentures on private placement basis, and the entire issue proceeds were utilized towards the objects of the Issue in FY 2021-22 itself.

During the year under review from the said debentures, your Company has redeemed the entire balance of Rs. 1,400 lakh from Series II debentures, and further redeemed an amount of Rs. 34,000 lakh from Series III debentures (of Rs. 40,000 lakh) by way of face value reduction. Further, in FY 2024-25 your Company raised an aggregate amount of Rs. 1,50,000 lakh by way of issue of listed, secured, rated, redeemable, non-convertible debentures on private placement basis, and the issue proceeds have been partly utilized towards the objects of the issue as on March 31, 2025. Kindly refer the section on Corporate Governance for the details of utilization of the issue proceeds. Consequent to the above non-convertible debentures of an aggregate value of Rs. 1,56,000 lakh is outstanding as on March 31, 2025.

Axis Trustee Services Limited is the debenture trustee for the above non-convertible debentures issued by the Company. Their contacts details are given under the Corporate Governance section of the Annual Report.

DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE RELATING TO SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME

During the year under review there were no instances of grant, vest, exercise, or lapse/ cancellation of employee stock option scheme under the Employee Stock Option Scheme of the Company. Also, as at the beginning of the year, there were no outstanding options granted. Hence, no disclosure in terms of Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Employee Share

Based Employee Benefits) Regulations, 2014 are required.

DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

Board of Directors and Key Managerial Personnel

Mr. Saumil Daru is liable to retire by rotation at the 27th Annual General Meeting in terms of Section 152 read with Section 149(13) of the Companies Act, 2013, and has offered himself for reappointment.

At the last Annual General Meeting held on June 28, 2024, Ms. Bindu Oberoi who was liable to retire by rotation, and being eligible was reappointed as a Director of the Company.

At the last Annual General Meeting held on June 28, 2024, the members approved the appointments of Mr. Anil Harish (DIN: 00001685) and Mr. Prafulla Chhajed (DIN: 03544734) as Independent Directors of the Company for their first term of 5 consecutive years commencing from April 1, 2024 and May 14, 2024 respectively. At the said meeting the members also approved the re-appointment of Ms. Tina Trikha (DIN: 02778940) as an Independent Director of the Company for her second term of 5 consecutive years commencing from April 12, 2024. The re-appointments of Mr. Vikas Oberoi (DIN: 00011701) as Managing Director, and of Mr. Saumil Daru (DIN: 03533268) as Director- Finance, each for a period of 5 years commencing from December 4, 2024 and May 10, 2024 respectively, were approved by the members at the last Annual General Meeting held on June 28, 2024. Also, during the year under review, the second term of 5 consecutive years of Mr. T.P. Ostwal (DIN: 00821268) and Mr. Venkatesh Mysore (DIN: 01401447), as the Independent Directors of the Company has expired on August 26, 2024, resulted in them vacating the office of directors of the Company from that date.

The Board places on record its appreciation for the guidance and support provided by Mr. T. P. Ostwal and Mr. Venkatesh Mysore during their association with the Company.

The second term of 5 consecutive years of Mr. Karamjit Singh Kalsi

(DIN: 02356790) as the Independent Director of the Company shall expire on June 30, 2025 resulting in him vacating the office of director of the Company from that date. The Board places on record its appreciation for the guidance and support provided by

Mr. Karamjit Singh Kalsi during his association with the Company.

In the opinion of the Board, all the Directors possess the requisite ons, experience, and expertise and hold high standards qualificati of integrity.

Declarations by Independent Directors

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

All those Independent Directors who are required to undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, have passed such test.

Board Meetings

The Board of Directors met 8 times during the financial year ended March 31, 2025 in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings and provided their valuable inputs on the matters brought before the Board of Directors from time to time. Additionally, on March 31, 2025, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Director?s Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2025, the Board of Directors hereby confirms that:

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

(b) such accounting policies have been selected and applied consistently and the Directors 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 March 31, 2025 and of the profits of the Company for the year ended on that date;

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

(d) the annual accounts of the Company have been prepared on a going concern basis;

(e) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

Nomination and Remuneration Committee

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (1) of Section 178 of the Companies Act, 2013. Kindly refer section on Corporate Governance for matters relating to constitution, meetings, functions of the Committee; and the remuneration policy formulated by this Committee.

Audit Committee

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer section on Corporate Governance for matters relating to constitution, meetings and functions of this Committee.

Corporate Social Responsibility Committee

A committee to deal with the matters relating to Corporate Social Responsibility is in existence in accordance with the Section 135 of the Companies Act, 2013.

For details of the composition, meetings, and functions of the Committee, the CSR policy and other relevant details that are required to be disclosed under the provisions of Section 134(3)(o) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, kindly refer Annexure I attached herewith and which forms part of this report, and also the section on Corporate Governance.

Other Board Committees

For details of other board committees, kindly refer the section on Corporate Governance.

Vigil Mechanism for the Directors and Employees

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company. In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the Whistle Blower Policy as the vigil mechanism for Directors and employees of the Company. The Whistle Blower Policy is disclosed on the website of the Company.

Fraud Reporting

During the year under review, no instances of fraud were reported by the Auditors of the Company.

Risk Management Policy

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders? value and providing an optimum risk-reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

Annual Evaluation of Directors, Committee and Board

The Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework, under which the

Committee has identified criteria upon which every Director, every

Committee, and the Board as a whole shall be evaluated. During the year under review the said evaluation had been carried out.

Particulars of Employees and Remuneration

Disclosure with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure II attached herewith and forms part of this report. The information required pursuant to Section 197 of the Companies Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is provided in a separate exhibit which is available on the website of the Company https://www.oberoirealty.com/, under the section ‘Investor Corner?,

‘Notices/ Others? and is also available for inspection by the Members up to the date of the ensuing Annual General Meeting.

Payment of remuneration/commission to Executive Directors from holding or subsidiary companies

Neither the Managing Director, nor the Whole Time Director of the Company are in receipt of remuneration/ commission from any subsidiary company of the Company. The Company has no holding company.

AUDITORS AND THEIR REPORTS

The matters related to Auditors and their Reports are as under:

Observation of statutory auditors on financial statements for the year ended March 31, 2025

The auditor?s report does not contain any qualification, reservation or adverse remarkordisclaimerormodifiedopinion.

Secretarial Audit report for the year ended March 31, 2025

As required under provisions of Section 204 of the Companies Act, 2013 and pursuant to Regulation 24A of Listing Regulations, the reports in respect of the Secretarial Audit for FY 2024-25 carried out by M/s. Rathi and Associates, Company Secretaries, in Form MR-3 forms part to this report. Also, the Secretarial Audit Reports for FY 2024-25 in Form MR-3 in respect of Incline Realty Private Limited, the material unlisted subsidiary of your Company, form part of this report. The said report does not contain any adverse observation or qualification or modified opinion.

Statutory Auditors? appointment

The members of the Company at the 24th Annual General Meeting held on July 15, 2022 reappointed S R B C & Co LLP, Chartered

Accountant (Firm registration No. 324982E/E300003) as the Statutory Auditors of the Company to hold office for the second term of 5 consecutive years i.e. from the conclusion of the 24th Annual General Meeting till the conclusion of the 29th Annual General Meeting to be held in the year 2027.

Secretarial Auditors? appointment

In compliance with Regulation 24A of the Listing Regulations and Section 204 of the Companies Act, 2013 read with rules thereto, the Board of Directors has appointed M/s. Rathi & Associates,

Company Secretaries, as the Secretarial Auditors for a term of 5 consecutive years i.e. from FY 2025-26 till FY 2029-30, subject to the approval of the members of the Company. A resolution to this effect is included in the notice of the ensuing Annual General Meeting, which may kindly be referred for more details.

Cost Auditors

In respect of FY 2024-25, your Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 for the Construction industry, and accordingly such accounts and records are made and maintained by your Company.

The said cost accounts and records are also required to be audited pursuant to the provisions of Section 148 of the Companies Act, 2013, read notifications/ circulars issued by the Ministry with of Corporate Affairs from time to time, and accordingly as per the recommendation of the Audit Committee, the Board of

Directors has appointed M/s. Kishore Bhatia & Associates, Cost Accountants, as the Cost Auditors of the Company for FY 2025-26. The resolution for ratification of the remuneration to be paid for the said appointment for FY 2025-26 is included in the notice of the ensuing Annual General Meeting, which may kindly be referred for more details.

OTHER DISCLOSURES

Other disclosure as per provisions of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are furnished as under:

Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year ended March 31, 2025 is available on the website of the Company at https://www.oberoirealty.com/ under the section ‘Investor Corner?, ‘Notices/ Others?.

Insolvency and Bankruptcy Code, 2016

There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016.

Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof

During the financial year under review, there were no instances of one-time settlement with any bank or financial institution.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

The details of foreign exchange earnings and outgo during the year under review is as under: Value of imports (on C. I. F. basis)

( Rs. in Lakh)

Expenditure in foreign currency (on payment basis)

( Rs. in Lakh)

Earnings in foreign currency (on receipts basis)

( Rs. in Lakh)

Compliance with Secretarial Standards

The Company is in compliance with the mandatory Secretarial Standards.

Unclaimed and Unpaid Dividends, and transfer of shares to IEPF

Kindly refer section on Corporate Governance, under head ‘Unclaimed and Unpaid Dividends, and transfer to Shares of IEPF? for the amounts of unclaimed and unpaid dividends lying with the Company.

Members who have not yet received/ claimed their dividend entitlements are requested to contact the Company or the Registrar and Transfer Agent of the Company.

Pursuant to Section 124 of the Companies Act, 2013 read with the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("Rules"), all dividends remaining unpaid or unclaimed for a period of 7 years and also the shares in respect of which the dividend has not been claimed by the shareholders for 7 consecutive years or more are required to be transferred to Investor Education Protection Fund (IEPF) in accordance with the procedure prescribed in the Rules. Accordingly, during FY 2024-25, the Company has transferred to IEPF the unclaimed and unpaid dividend pertaining to FY 2016-17 of Rs. 54,670 and also 310 shares in respect of which shares the dividend had not been claimed by the shareholders for 7 consecutive years. The details of the dividend amount and shares so transferred to IEPF are available on the website of Company. Members can claim from IEPF Authority their dividend entitlements and/ or shares transferred to IEPF by following the required procedure. nce and faith in theconfide

Service of documents through electronic means

Subject to the applicable provisions of the Companies Act, 2013, and applicable law, all documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents.

Internal Complaint Committee

The Company has complied with the provisions relating to the constitution of Internal Complaint Committee ("ICC??) as required under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013].

The Company is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of ICC.

The one complaintfiledwith ICC which was pending disposal at the beginning of the year, was disposed of during the year. No complaints of sexual harassment were received during the year. There were no complaints outstanding at the end of the year.

Corporate Governance

The report on Corporate Governance and also the report of the Statutory Auditors regarding compliance with the conditions of Corporate Governance have been furnished in the Annual Report and forms a part of the Annual Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis report has been separately furnished in the Annual Report and forms a part of the Annual Report.

Business Responsibility and Sustainability Reporting

In compliance with the Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circulars issued from time to time, the Business

Responsibility and Sustainability Reporting for the financial year ended March 31, 2025 has been separately furnished in the Annual Report and forms a part of the Annual Report.

Dividend Distribution Policy

In compliance with the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the

Dividend Distribution Policy formulated by the Company is available on the website of the Company.

ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the employees, customers, suppliers, bankers, business partners/ associates, financial institutions and various regulatory authorities for their consistent support/ encouragement to the Company.

Your Directors would also like to thank the Members for reposing their and its management.