Peninsula Land Ltd

Peninsula Land Limited

Your Directors have pleasure in presenting their 152^nd Annual Report together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31, 2024.

1. FINANCIAL RESULTS

2. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

No Company/LLP/body corporate/association of persons became subsidiary, associate or JV during the financial year under review.

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.peninsula.co.in.

The Company has 23 (Twenty Three) Subsidiaries (including direct and step-down subsidiaries), 5 (Five) Joint Ventures and 1 (One) Associate Company as on March 31, 2024 as given below:

Subsidiaries:

1. Peninsula Holdings and Investments Private Limited

2. Peninsula Mega Properties Private Limited

3. Peninsula Crossroads Private Limited

4. Pavurotti Real Estate Development Private Limited

5. Peninsula Mega Township Developers Limited

6. Midland Township Private Limited

7. Rockfirst Real Estate Limited

8. Truewin Realty Limited

9. Goodhome Realty Limited 10. R R Mega City Builders Limited

11. Inox Mercantile Company Private Limited 12. Peninsula Facility Management Services Limited 13. Peninsula Investment Management Company Limited 14. Peninsula Pharma Research Centre Private Limited 15. Peninsula Trustee Limited 16. Planetview Mercantile Company Private Limited 17. Takenow Property Developers Private Limited 18. Peninsula Integrated Land Developers Services Limited 19. Peninsula Mega City Development Private Limited 20. Sketch Real Estate Private Limited 21. Eastgate Real Estate Developers LLP

22. Westgate Real Estate Developers LLP

23. Topvalue Real Estate Development Private Limited

JOINT VENTURE:

1. Bridgeview Real Estate Development LLP

2. HEM Infrastructure and Property Developers Private Limited

3. Penbrook Capital Advisor Private Limited

4. Peninsula Brookfield Trustee Private Limited

5. HEM Bhattad (AOP)

ASSOCIATE:

1. RA Realty Ventures LLP

Peninsula Investment Management Company Limited became material subsidiary of the Company pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year ended on March 31, 2024. The policy on material Subsidiaries has been formulated by the Company and hosted on the website of the Company at www.peninsula.co.in. A statement containing the salient features of the Financial Statements of the Company's aforesaid Subsidiaries, Joint Ventures and Associates is annexed in the prescribed Form AOC-1 to this Report as "Annexure 1." The Company will provide the Financial Statements of the subsidiaries/step-down subsidiaries, joint ventures and associates and the related information to any member of the Company who may be interested in obtaining the same. The Financial Statements of the Subsidiaries will also be kept open for inspection at the Registered Office of the Company and that of the respective Subsidiaries. Consolidated financial statements of the Company forming part of this Annual Report include the financial statements of such entities. The financial statements of aforesaid entities are also hosted on the website of the Company at www.peninsula.co.in.

3. DIVIDEND

To conserve the funds required for business growth plans, no dividend is recommended for the financial year ended March 31,2024.

4. TRANSFER TO RESERVES

During the financial year under review, your Company have not transferred any amount to reserves.

5. STATE OF COMPANY'S AFFAIRS

The state of the Company's affairs including its operations and projects are detailed in the Management Discussion & Analysis Report, which forms part of this Annual Report.

6. REVIEW OF PERFORMANCE

A. Standalone: For the financial year ended March 31, 2024, Revenue from operations was 52,787 lakhs as against

1,00,212 lakhs in financial year ended March 31, 2023.

Net profit after tax was 9,371 lakhs as against 5,038 lakhs in financial year ended March 31, 2023.

B. Consolidated: For the financial year ended March 31, 2024, Revenue from operations was 58,205 lakhs as against 1,03,892 lakhs in financial year ended March 31,2023. Net profit after tax was 12,870 lakhs as against 9,708 lakhs in financial year ended March 31,2023.

7. SHARE CAPITAL

The Details of Equity and Preference Share Capital of the Company are as follows:

(Rs. in lakhs)

The Company had in financial year 2022-23 issued 1,53,00,000 warrants ("Warrants") of the Company, whereby each Warrant is convertible in to 1 (one) equity share of face value 2/- (Rupees Two only) ("Additional Equity Share") at any time within 18 (eighteen) months from the date of allotment of the Warrants as per the ICDR Regulations, for cash consideration on a preferential basis, at a price of 14/- (Rupees Fourteen only) per Warrant (including premium of

12/- (Rupees Twelve only), aggregating to 21,42,00,000/- (Rupees Twenty One Crore Forty Two Lakhs only).

During the financial year under review, your Company had issued and allotted 1,50,00,000 Equity Shares, of 2/- each fully paid, to Delta Corp Limited on preferential basis pursuant to SEBI (ICDR) Regulation 2018 and Companies Act, 2013. Delta Corp Limited belongs to the Promoter Group Category.

8. DEBENTURES

During the financial year under review, your Company had issued and allotted 77,27,000 (Seventy-Seven lakh Twenty-Seven Thousand) 0% Unsecured Compulsorily Convertible Debentures (CCDs) of the Company of face value . 44/- (Rupees Forty-Four only), each convertible into 1 Equity Share of face Value of . 2/- each at a conversion price of . 44/- convertible on April 16, 2025 for cash consideration, aggregating to . 33,99,88,000/- (Rupees Thirty Three Crore Ninety Nine Lakhs Eighty Eight thousand only).

9. DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the financial year under review and information pursuant to provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is not applicable.

10. 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.

11. DISCLOSURE RELATING TO SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during financial year under review and hence information pursuant to provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is not applicable.

12. CHANGE IN THE NATURE OF THE BUSINESS

The Company is primarily engaged in the activities of Real Estate development. The Company develops residential and commercial projects. During the financial year under review, there has been no change in the nature of the business of your Company.

Pursuant to the provisions of Section 134(3)(q) of the Act read with Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, it is confirmed that during the financial year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company's operations in future.

14. ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company follows appropriate policies, procedures and systems to ensure orderly and efficient conduct of its business including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information.

15. CREDIT RATINGS

Apart from Lease Rental Discounting (LRD) Loan from a bank where the credit rating has to be obtained by September 30, 2024, the Company has not issued any secured non-convertible debt instrument or accepted such deposits or taken any such credit exposure. The Company shall obtain and provide the credit rating in respect of the LRD loan within mandated time.

16. COMMODITY PRICE RISKS/FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES

During the financial year under review, the Company does not possess any commodity price risks and commodity Hedging activities.

A. DIRECTOR RETIRING BY ROTATION

Mr. Nandan Piramal (DIN:00045003), Whole Time Director of the Company retires by rotation at this 152^nd Annual General Meeting 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 his shareholding in the Company, as stipulated under the Secretarial Standards and Listing Regulations, is annexed as an Annexure to the Notice of this AGM.

B. CHANGE IN DIRECTORS

Mr. Harsh Amit Mehta (DIN: 00195862) ceased to act as an Independent Director of the Company with effect from March 20, 2024.

C. KEY MANAGERIAL PERSONNEL

Ms. Sonal Rathod who was appointed as Company Secretary, Compliance Officer and Nodal Officer with effect from February 12, 2021 ceased from the position as on May 09, 2023. Mr. Vishal Sudhir Menon was appointed as Company Secretary, Compliance Officer and Nodal Officer with effect from May 16, 2023 who ceased from the position as on August 07, 2023. Thereafter, Mr. Mukesh Gupta was appointed as Company Secretary, Compliance Officer and Nodal Officer with effect from August 07, 2023.

D. 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 fulfil the criteria of independence as specified in Section 149(6) of the Companies Act, 2013. 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. Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, Manesar (‘IICA') as required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

18. BOARD AND COMMITTEES OF BOARD A. BOARD

The Board of your company comprises of 2 (Two) Executive Directors, 2 (Two) Non-Executive Directors and 4 (Four) Independent Directors. The Board of Directors met 7 (Seven) times during the financial year under the review as per the provisions of Secretarial Standards, Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015 ('SEBI Listing Regulations').

The Committees of the Board viz; Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders' Relationship Committee are duly constituted as per the provisions of Companies Act, 2013 and applicable SEBI Listing Regulations. Details of composition, terms of reference and meetings are mentioned in Corporate Governance section forming part of this Annual Report.

The Company has also constituted functional committees delegating certain powers of the Board for administrative efficiency.

All the recommendations made by all Board Committees were accepted by the Board.

C. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Separate meeting of Independent Directors was convened on February 07, 2024 complying with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

D. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

Pursuant to Section 134 (3) (p), Schedule IV of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 and Regulation 17 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a formal evaluation needs to be done by the Board of its own performance and that of its Committees and individual Directors and that Independent Directors shall evaluate non-independent Directors and the Chairperson of the Board.

The Board at its meeting held on February 07, 2024 carried out the evaluation of every Director's performance, its own performance and that of its Committees and individual Directors. The evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. Further, the Independent Directors at their Meeting held on February 07, 2024, evaluated performance of the Chairperson, non-independent Directors of the Company and the performance of the Board as a whole. The Directors were satisfied with the evaluation results, which reflect the overall engagement of the Board and its Committees.

The Nomination & Remuneration Committee at its meeting held on February 07, 2024 reviewed the implementation and compliance of the process of evaluation of performance as specified by the said Committee.

19. DEPOSITS

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ‘Deposits' in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. Details of exempted deposits in the form of borrowing from banks and financial institutions were reported to Ministry of Corporate Affairs.

20. DISCLOSURE PERTAINING TO MATERIAL CHANGES AND COMMITMENTS

Following material changes or events occurred after the financial year ending on March

A. RE-APPOINTMENT OF MR. PANKAJ KANODIA (DIN:02000161) AS AN INDEPENDENT DIRECTOR FOR SECOND TERM

Mr. Pankaj Kanodia (DIN: 02000161) was appointed as an Additional Director under Non-Executive Independent Director of the Company on May 30, 2019 thereafter members at its 147 th Annual General Meeting of the Company held on September 05, 2019 regularised and approved his appointment for a term of five (5) consecutive years up to May 29, 2024.

Your Board informs that tenure of Mr. Pankaj Kanodia as an Independent Director has expired on May 29, 2024 and therefore Board of Directors at its meeting held on May 27, 2024, inter alia, upon the recommendation of the Nomination and Remuneration Committee held on the same date considered, approved and thereafter recommended his re-appointment at this ensuing AGM for a second term commencing from May 30, 2024 upto May 29, 2029.

A brief resume of Mr. Kanodia who is proposed to be re-appointed, nature of expertise, his directorships held in other Companies and his shareholding in the Companies as stipulated under the Secretarial Standards and Listing Regulations, is annexed as an Annexure to the Notice of this 152^nd AGM.

I. Offer, issue and allotment on a preferential basis through private placement to Arsenio Strategies Private Limited ("Proposed Investor"), of the following securities and Granting of Special rights to be appoint a Nominee Director and Observe to the Board on recommendation of Proposed Investor as per the terms of issue of OCDs

(a) 1,99,11,504 (One Crore Ninety-Nine Lakh Eleven Thousand Five Hundred Four) Unlisted Unrated Unsecured Optionally Convertible Debentures of the Company of face value and issue price of Rs. 56.50/- (Rupees Fifty-Six and Fifty Paise only) each, convertible into 1 (one) fully paid-up equity share of face value Rs. 2/- (Rupees Two only) at a conversion price of Rs. 56.50/- (Rupees Fifty-Six and Fifty Paise only) each, at par, for cash consideration aggregating to INR 1,12,49,99,976 (Rupees One Hundred Twelve Crore Forty-Nine Lakh Ninety-Nine Thousand Nine Hundred Seventy-Six) ("Tranche A OCDs"); and

(b) 66,37,168 (Sixty-Six Lakh Thirty-Seven Thousand One Hundred Sixty-Eight) Unlisted Unrated Unsecured Optionally Convertible Debentures of the Company of face value and issue price of Rs. 56.50/- (Rupees Fifty-Six and Fifty Paise only), each convertible into 1 (one) fully paid-up equity share of face value Rs. 2/- (Rupees Two only) at a conversion price of Rs. 56.50/- (Rupees Fifty-Six and Fifty Paise only) each, at par, for cash consideration aggregating to INR 37,49,99,992 (Rupees Thirty-Seven Crore Forty-Nine Lakh Ninety-Nine Thousand Nine Hundred Ninety-Two) ("Tranche B OCDs").

II. Approval to enter into a Strategic Partnership with Delta and Alpha to create a platform for real estate development

The Company is proposing to enter into a strategic partnership with Alpha Alternatives Fund Advisors LLP and its affiliates (including Arsenio Strategies Private Limited ("Proposed Investor")) and any funds managed by Alpha Alternatives Fund Advisors LLP (collectively referred to as "Alpha") and Delta Corp Limited ("Delta") to establish a real estate development platform ("RE Platform") through one or more entities to be incorporated / acquired (each, an "RE Platform

Entity" and collectively, the "RE Platform Entities"). As part of the aforesaid transaction, one or more RE Platform Entities are proposed to be funded (in one or more tranches) with an aggregate amount of up to Rs. 765 crore, out of which Alpha, the Company, and Delta propose to contribute (in one or more tranches) up to an aggregate of Rs. 450 crore (58.82%), Rs. 225 crore (29.42%) and Rs. 90 crore (11.76%) respectively. Further, the Company is also proposed to be appointed as a development manager for each of the RE Platform Entities and will be entitled to certain development fees in relation to the same.

21. EMPLOYEE STOCK OPTION SCHEME (ESOS) AND EMPLOYEE STOCK OPTION PLAN (ESOP)

The Company have not implemented ESOS or ESOP hence disclosure in terms of Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Employee Share Based Employee Benefits) Regulations, 2014 are not applicable.

22. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in conformity with Section 177 of Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. The functioning process of this mechanism has been more elaborately mentioned in the Corporate Governance Report annexed to this Annual Report. The said policy is also hosted on the website of the Company at www.peninsula.co.in.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Audit Committee approves related party transactions periodically and also as per the requirements of the Company. All the contracts or arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered into by the Company during the financial year under review with related party/(ies) are in the ordinary course of business and on arm's length basis. Hence, the disclosure pursuant to Clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC – 2 is not applicable.

The details of the related party transactions are mentioned in notes to the financial statements. In conformity with the requirements of the Companies Act, 2013 read with the SEBI Listing Regulations, the policy to deal with related party transactions is also available on Company's website at www.peninsula.co.in. The Non-Executive Directors of the Company were paid sitting fees and reimbursement of expenses, if any, for attending each Meeting of the Board of Directors, Audit Committee and Nomination & Remuneration Committee thereof and meeting of Independent Directors during the financial year under review.

Further, no sitting fees were paid by the Company for attending the meeting of Stakeholders' Relationship Committee.

The Non-Executive Directors do not have any other pecuniary relationship with the Company apart from the above and receiving dividend for the shares held by them, if any other than Mr. Mahesh S. Gupta, Non-Executive Non-Independent Director of the Company, who has provided advisory services in professional capacity under terms of engagement entered into in this regard, with due approval of the Board pursuant to approval and recommendation by the Nomination & Remuneration Committee and the Audit Committee. Pursuant thereto, the Company has paid 120 lakhs plus GST for such services rendered excluding sitting fees of 6,30,000/-.

24. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186

The details of particulars of loans, guarantees, investments for the financial year ended on March 31, 2024 are mentioned in financial statements.

25. PARTICULARS OF EMPLOYEES AND REMUNERATION

Pursuant to the provisions of Section 136 of the Act, the Report and Financial Statements are being sent to the Members of your Company and others entitled thereto, excluding the statement on particulars of employees. Copies of the said statement are available at the registered office of the Company during the designated working hours from 21 days before the AGM till date of the AGM. Any member interested in obtaining such details may also write to the secretarial department at the registered office of the Company.

26. NOMINATION AND REMUNERATION POLICY

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The text of the policy is available on the website of the Company at www.peninsula. co.in. There has been no change in the policy during the year.

27. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company not being part of top 1000 listed companies based on market capitalization as on March 31, 2024, Business Responsibility and Sustainability Report pursuant to Regulation 34(2)(f) of the Listing Regulations is not applicable to the Company.

28. CORPORATE GOVERNANCE

Your Company aims and constantly strives in maintaining the highest standards of Corporate Governance practices. Your Company complies with all the mandatory requirements as stipulated under the Regulation 34 of the SEBI Listing Regulations. Report on Corporate Governance along with the Certificate from Practising Company Secretary on compliance of conditions of Corporate Governance and the

Certificate from Practicing Company Secretaries on Non-disqualification of Directors, forms part of this report. A declaration signed by Mr. Rajeev Piramal, Executive Vice Chairman and Managing Director in regards to compliance with the Code of Conduct by the Board members and Senior Management Personnel also forms part of this Report.

29. ANNUAL RETURN

The annual return of the Company for the year as required under the Companies Act, 2013 will be made available on the website of the Company at www.peninsula.co.in.

30. CORPORATE SOCIAL RESPONSIBILITY

During the financial year under review, the Company was not under any statutory obligation to make any contribution towards the Corporate Social Responsibility activities and hence has not made any contribution in this regard. As mandated under Section 135 of the Companies Act, 2013, the details of Composition of Corporate Social Responsibility Committee are given in the Corporate Governance Report, forming part of this Annual Report. Corporate Social Responsibility Policy of the Company is hosted on the website of the Company at www.peninsula.co.in.

31. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details pertaining to conservation of energy and technology absorption pursuant to the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 have not been mentioned in the Director's Report considering the nature of activities undertaken by the Company during financial year under review. Nevertheless Company makes efforts to conserve energy by using energy efficient equipment at its administrative offices and switching off equipment when not in use.

Further, Company did not incur any expenditure nor has any income been received in foreign currency as on the financial year ended on March 31, 2024 to be reported in the Director's Report.

32. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013 ("the Act"), we hereby state that: i. in the preparation of the annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii. your Directors 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 its profits for the year ended on that date; iii. your 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; iv. your Directors have prepared the Annual Accounts for the financial year ended March 31, 2024 on a going concern basis; v. your Directors have laid down internal financial controls which are followed by the Company and that such internal financial controls are adequate and are operating effectively; and vi. your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

A. STATUTORY AUDITOR

M/s. S R B C & Co. LLP, Chartered Accountants, Mumbai (Firm Registration No. 324982E / E300003) were re-appointed as the Statutory Auditors of the Company in terms of Section 139 of the Companies Act, 2013 for a period of 5 (five) years commencing from conclusion of 150^th Annual General Meeting upto the conclusion of the 155^th Annual General Meeting of the Company to be held in the year 2027. The remarks and observations made in the Auditor's Report of M/s. S R B C & Co. LLP, Chartered Accountants read together with relevant notes thereon, are self-explanatory and hence do not call for any comments as same have since been addressed appropriately.

B. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Company has appointed, at the Board Meeting held on May 08, 2024, Mr. Shivam Sharma Proprietor of M/s. Shivam Sharma & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The report on the Secretarial Audit is annexed as "Annexure-2". The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks. Also, the Secretarial Audit Report for FY 2023-24 in Form MR-3 in respect of Peninsula Investment Management Company Limited, the material unlisted subsidiary of your Company, forms part of this report "Annexure-3". The said report contains the below mentioned qualifications:

1. Non Appointment of Company Secretary;

2. Non Appointment of Independent Director pursuant to Regulation 24(1) of the SEBI Listing Regulations;

3. Pendency on filing of Forms; and

4. Failure to make payment on declared dividend on 9% redeemable cumulative non-convertible preference shares in the current financial year as well as in previous financial year.Total dividend payable as on March 31, 2024 is .930.05 Lakhs and as at March 31, 2023 it was

. 830.29 Lakhs.

The Board of the Company, on the basis of the explanation provided by the management of Peninsula Investment Management Company Limited states that it shall take necessary actions to comply with the above mentioned observations in due course of time.

Your Company is not statutorily required to conduct Cost Audit hence Report of the same for the financial year ended March 31, 2024 pursuant to provisions of the Companies (Cost Records and Audit) Rules, 2014 is not required to be placed before the Board for noting.

Your Company had appointed M/s. Aneja & Associates, Chartered Accountant as an Internal Auditor for the financial year ended March 31, 2024. They have conducted the Internal Audit of the Company on periodical intervals and reports of the same were placed before the Audit Committee Meeting and Board of the Directors meeting for their noting and appropriate actions.

E. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE.

STATUTORY AUDITOR'S REPORT – The remarks and observations made in the Auditor's Report of M/s. S R B C & Co. LLP, Chartered Accountants read together with relevant notes thereon, are self-explanatory and hence do not call for any comments as same have since been addressed appropriately.

SECRETARIAL AUDITOR'S REPORT – Secretarial Auditor's

Report issued by M/s. Shivam Sharma & Associates, Practicing Company Secretaries, for the financial year ended March 31, 2024 does not contain any qualification, reservation, adverse remark or disclaimer.

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

35. INFORMATION PURSUANT TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place Policy on Prevention of Sexual Harassment as per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. In compliance of the aforesaid Act, Company has also constituted Internal Complaints Committee to redress the complaints received from employees irrespective of them being permanent, contractual or temporary employees or trainees. Details of the complaints relating to the incidents of sexual harassment and workshop conducted by the Company are mentioned below:

The Company has displayed the policy on prevention of Sexual Harassment at Workplace on the website of the Company and the weblink of the same is www.peninsula.co.in

36. INSOLVENCY AND BANKRUPTCY CODE, 2016

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

37. DISCLOSURE ON 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

There were no instances of one-time settlement with any bank or financial institution during the financial year under the review.

38. RISK MANAGEMENT POLICY

The Company is exposed to inherent uncertainties owing to the sector in which it operates. A key factor in determining the Company's capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively and efficiently. Many types of risks exist in the Company's operating environment and emerge on a regular basis due to many factors such as changes in regulatory framework, economic fundamentals etc. In order to evaluate, identify and mitigate these business risks, the Company has a robust Risk Management framework. This framework seeks to create transparency, ensure effective risk mitigation process and thereby minimize adverse impact on the business objectives and enhance the Company's competitive advantage. Business risks as identified are reviewed and a detailed action plan to mitigate the identified risks is drawn up and its implementation is monitored. The Board of Directors of the Company has formulated a Risk Management Policy aiming at mitigating and managing business risks.

39. OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year under review: i. Issue of shares with differential rights as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014. ii. Issued any sweat equity shares as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014. iii. Issued any equity shares under Employees Stock Option Scheme as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

iv. Non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014. v. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016. vi. The 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.

40. CHANGE IN REGISTERED OFFICE

During the financial year under the review, on November 06,2023 the Company had shifted its Registered Office from 503, 5th Floor, Peninsula Tower-1, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel Mumbai 400013 to 1401, Tower B, 14th Floor, Peninsula Business Park, Ganpatrao Kadam marg, Lower Parel Mumbai 400013.

41. DISCLOSURE OF ACCOUNTING TREATMENT

Your Company has followed requisite Indian Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable in preparation of financial statements.

42. SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government.

43. DISPATCH OF DOCUMENTS THROUGH ELECTRONIC MEANS

The Company would like to intimate that as per Section 20 of the Act read with the Companies (Management and Administration) Rules, 2014 as may be amended from time to time which permits paperless compliances and also service of notice/documents (including Annual Report) through electronic mode to its Members. Your Company requests and has consistently encouraged Members to take necessary steps for registering their e-mail ids so they can be a part and contribute towards greener environment.

44. ACKNOWLEDGEMENT AND APPRECIATION

Your Board expresses their gratitude towards all the employees of the Company for their sincere, consistent and dedicated efforts towards the Company. They would also like to thank all other stakeholders of Company viz; Bankers, Suppliers, Customers and Financial Institution for their continued cooperation and support received by the Company.

For and on behalf of the Board

Peninsula Land Limited

Sd/-

Urvi A. Piramal

Non-Executive Chairperson DIN 00044954

Date: May 27, 2024 Place: Mumbai