Godrej Properties Ltd

TO THE MEMBERS

The Directors have pleasure in presenting the Thirty-Ninth Directors' Report of Godrej Properties Limited ("Godrej Properties", "GPL" or "the Company") along with the audited financial statements for the financial year ended March 31,2024.

1. OPERATING RESULTS:

Certain key aspects of the Company's performance (on a standalone basis) during the financial year ended March 31, 2024, as compared to the previous financial year are summarized below:

(? in Cr)

The Company does not propose to transfer any amount to the reserves.

2. DIVIDEND:

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), the Dividend Distribution Policy of the Company is available on the website of the Company at https://www.godrejproperties. com/investor/corporate-governance

The Board of Directors strongly believes that the current market scenario would offer attractive business development opportunities in the real estate sector and reinvesting the capital in such opportunities would create more wealth and value for the shareholders in the long term. Accordingly, with a view to creating long-term economic value, the Board of Directors have not recommended any dividend for the year ended March 31,2024.

3. SHARE CAPITAL:

During the financial year ended March 31,2024, the Company issued and allotted 20,030 equity shares of ?5 each to its eligible employees on exercise of options granted under the Godrej Properties Limited Employee Stock Option Scheme, 2011 ("GPL ESGS").

As of March 31, 2024, the issued, subscribed and paid-up equity share capital of the Company stands at 27,80,41,474 equity shares of ?5 each. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company under any Scheme, other than GPL ESGS. Your Company has not resorted to any buy back of the equity shares during the financial year under review.

4. OVERVIEW OF OPERATIONS:

Godrej Properties delivered another record year in FY2023-24 by achieving the highest sales in its history, surpassing the industry growth. This was driven by continued focus across bringing better products with consumer centric approach, delivering best in class quality consistently and enhancing customer's trust on the brand.

Godrej Properties achieved a sales volume of 20 million square feet and booking value of ?22,527 Cr in FY2023-24, resulting in a growth of 84% Y-o-Y. This is the highest ever annual sales reported by a listed developer in India until date.

Godrej Properties launched 26 new projects/ phases in FY2023-24, of which, 4 projects namely Godrej Zenith (NCR), Godrej Reserve (MMR), Godrej Aristocrat (NCR) and Godrej Tropical Isle (NCR), achieved booking value of more than ? 2,000 Cr each on launch. These remained amongst the most successful residential project launches for GPL.

Godrej Properties added ten new projects with saleable potential of around 18.93 million sq. ft. to its portfolio during the year, 4 in NCR, 2 each in Bengaluru and Hyderabad, 1 in Kolkata and 1 in Nagpur.

On the operational front, Godrej Properties successfully delivered ~12.5 million sq.ft across projects. With this, Godrej Properties has now successfully delivered ~47 million sq. ft. since FY2018. The Company's delivery record demonstrates its ability to operate at a large scale and keep pace with accelerating sales. Separately, Godrej Properties focused on exploring advanced construction technologies, improving Net Promoter Score (NPS) and design standardization.

Godrej Properties, among the most respected real estate developers in India, received 96 awards in FY 2023

24. Accolades include Euromoney's Global Real Estate Awards 2023 (Winner - Best Residential Developer - India), India Workplace Equality Index 2023 (Silver Winner - Top Employer), Asia Money Outstanding Company Poll, 2023 (Joint Winner - Outstanding Companies: Real estate category), Aon NASSCOM DEI Champions Award 2023 (Winner - DEI Champion - LGBTQIA+, Non -Tech), Bombay Chambers DEI Awards 2023 (Winner - LGBTQIA+ Inclusion).

For the financial year under review, on a consolidated basis, GPL's total income stood at ?4,334 Cr, EBITDA was ?1,197 Cr and net profit after tax and minority interest of ?725 Cr.

5. PROSPECTS AND OUTLOOK:

Indian residential real estate sector has been witnessing a strong turn-around of the sectoral landscape over the past two to three years. There has been substantial boost in both demand and pricing with higher consumer propensity towards paying a premium for a superior product proposition. With interest rate being stable, the home buying intent and sales momentum remained robust with FY24 being the best- ever year in terms of sales booking for the industry. Home buying is long-term asset where a strong affordability and financial strength (which is still better than pre-Covid levels) shall supersede the natural rate-cycle, especially if demand is driven by self-consumptions.

Consolidation in the residential real estate sector has only accelerated over the last few years amid regulatory changes like demonetisation, RERA apart from NBFC liquidity crisis, leading to an increase in the market share of branded organized players such as your Company. Given the pace of urbanization, rising per capita disposable incomes, and income distribution shifting from pyramid to diamond shape, Godrej Properties remains optimistic about the long-term prospects in real estate. Consumer sentiments have remained robust, which will result in a multi-year residential real estate upcycle, provided price increase is disciplined. Your Company is poised for a high growth trajectory with a strong brand, pan-India presence, demonstrated track record and robust marketing capabilities.

In post pandemic era, the customer focus on product proposition and quality is strongest ever. Increasingly, there has been disproportionate focus by the large organised developers on better design as per customer preference, best in class experience and superior quality.

Godrej Properties shall seek to drive profitability, improve customer experience, and continue to adopt digital technologies. Moreover, operational momentum for your company is likely to be sustained by its healthy Balance Sheet and robust project pipeline.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company between March 31, 2024, and the date of this Report other than those disclosed in this Report. There has also been no change in the nature of Company's business.

7. DEPOSITORY SYSTEM:

The Company's equity shares are available for dematerialisation through National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL"). As of March 31,2024, 99.99% of the Company's equity shares were held in dematerialised form.

8. ISSUE OF NON-CONVERTIBLE DEBENTURES:

During the year, the Company has issued following NonConvertible Debentures ("NCDs"):

1. Series A Debentures: 75,000 Rated Listed Unsecured Redeemable NCDs of the Face Value of ? 1,00,000 (Rupees One Lakh Only) each, aggregating to ? 750,00,00,000 (Rupees Seven Hundred & Fifty Crore Only);

2. Series B Debentures: 75,000 Rated Listed Unsecured Redeemable NCDs of the Face Value of ? 1,00,000 (Rupees One Lakh Only) each, aggregating to ? 750,00,00,000 (Rupees Seven Hundred and Fifty Crore Only);

3. Series I Debentures: 1,00,000 Rated Listed Unsecured Redeemable NCDs of the Face Value of ? 1,00,000 (Rupees One Lakh Only) each, aggregating to ? 1000,00,00,000 (Rupees One Thousand Crore Only); and

4. Series II Debentures: 16,000 Rated Listed Unsecured Redeemable NCDs of the Face Value of ? 1,00,000 (Rupees One Lakh Only) each, aggregating to ? 160,00,00,000 (Rupees One Hundred and Sixty Crore Only)

The proceeds of the issue of NCDs were utilised towards the existing and new business development deals including land acquisition, repayment of existing borrowings (including CC / OD / CP / STL) used for business operations and shore up long term working capital requirements for core business of the Company and general corporate purposes.

9. ANNUAL RETURN:

As required under Section 92 of the Companies Act, 2013 (the "Companies Act") the Annual Return for the financial year ended March 31, 2024 is available on the website of the Company and can be accessed at https://www. godrejproperties.com/investors/financials

10. NUMBER OF MEETINGS OF THE BOARD:

The Board met 4 (four) times in the financial year ended March 31, 2024 on May 03, 2023, August 02, 2023, November 02, 2023 and February 06, 2024. The details of the attendance of Directors at the Board Meetings during the financial year 2023-24 are given in the Corporate Governance Report.

11. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions contained in sub-sections (3)(c) and (5) of Section 134 of the Companies Act, 2013, the Directors of your Company, based on the representation received from the Operating Management and after due enquiry confirm that:

i. in the preparation of the annual financial statements for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. 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 profits of the Company for the financial year ended on March 31,2024.

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act and rules made thereunder, as amended, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. they have prepared the Annual Financial Statements for financial year ended March 31, 2024 on a ‘going concern' basis.

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

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

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors at its meeting held on February 06, 2024, upon recommendation of the Nomination and Remuneration Committee approved the re-appointment of and remuneration payable to Mr. Pirojsha Godrej (DIN: 00432983) as the Whole Time Director designated as an Executive Chairperson of the Company for a period of three years with effect from April 01, 2024 ("period of re-appointment"). The Members of the Company have approved the aforementioned re-appointment and remuneration by way of Postal Ballot on March 21,2024.

In accordance with the Articles of Association of the Company and the provisions of Section 152 of the Companies Act, Mr. Nadir B. Godrej (DIN: 00066195), will retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The Board of Directors of the Company has recommended his re-appointment at the ensuing AGM. The resolution seeking Members' approval for his re-appointment forms part of the AGM Notice.

Mr. Amitava Mukherjee (DIN: 00003285) Non-Executive Independent Director of the Company passed away on July 03, 2023. The Board while condoling the death of Mr. Amitava Mukherjee records its gratitude for the immense contribution made by him.

Mrs. Lalita D. Gupte (DIN: 00043559) completed her second term as an Independent Director of the Company at the conclusion of the 38^th Annual General Meeting of the Members of the Company held on August 02, 2023. Accordingly, Mrs. Lalita D. Gupte ceased to be the Director of the Company with effect from August 02, 2023. Consequently, she also ceased to be a Member of Audit Committee and Chairperson and Member of the Nomination and Remuneration Committee of the Board. The Board places on record its gratitude for the valuable contribution made by Mrs. Lalita D. Gupte during her tenure as an Independent Director.

The Board of Directors, upon recommendation of the Nomination and Remuneration Committee, appointed Ms. Jayashree Vaidhyanathan (DIN: 07140297) and

Mr. Sumeet Narang (DIN: 01874599) as Independent Directors for a period of five years with effect from August 02, 2023 and August 18, 2023, respectively. The aforementioned

appointments were approved by the Members by way of Postal Ballot on September 28, 2023.

Mr. Jamshyd Godrej (DIN: 00076250), Non-Executive Non-Independent Director of the Company, tendered his resignation as a director of the Company with effect from January 24, 2024, having attained the age of 75 (seventy five) years. The Board places on record its appreciation for the valuable contribution, guidance and support provided by him during his association of over 33 years as the Director of the Company.

Pursuant to the provisions of Section 203 of the Companies Act, the Key Managerial Personnel of the Company as of the date of this Report are Mr. Pirojsha Godrej (DIN: 00432983) - Whole Time Director designated as an Executive Chairperson, Mr. Gaurav Pandey (DIN: 07229661) - Managing Director & Chief Executive Officer, Mr. Rajendra Khetawat - Chief Financial Officer and Mr. Ashish Karyekar - Company Secretary of the Company.

Save and except the above, there were no changes in the Directors or Key Managerial Personnel of the Company during the year under review.

13. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have submitted the declaration of independence as required under Section 149(7) of the Companies Act, confirming that they meet the criteria of independence under Section 149(6) of the Companies Act and Regulation 16 of SEBI LODR Regulations. In the opinion of the Board, the Independent Directors fulfil the conditions specified in these regulations and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board is also of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the field of finance, strategy, auditing, tax, risk advisory, financial services and infrastructure and real estate industry and they hold the highest standards of integrity.

In compliance with rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have included their names in the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs. Since all the Independent Directors of the Company have served as directors in listed companies or are in the pay scale of Director or equivalent in the Ministry of Department of the Central Government for a period not less than three years, they are not required to undertake the proficiency test as per Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

14. POLICY ON DIRECTORS' AND KEY MANAGERIAL PERSONNEL'S APPOINTMENT AND REMUNERATION:

The policy on appointment and remuneration including criteria for determining qualifications, positive attributes, independence of directors, Key Managerial Personnel and

Senior Management and other matters provided under Section 178(3) of the Companies Act, is appended as Annexure I to this Report and also is available on the website of the Company at https://www.godrejproperties.com/investor/ corporate-governance

15. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD:

The Company conducted a formal Board Effectiveness Review as part of its efforts to evaluate, identify improvements and enhance the effectiveness of the Board, its Committees and individual directors. This was in line with the requirements mentioned in the Companies Act and the SEBI LODR Regulations.

The Corporate HR team of Godrej Industries Limited and Associate Companies ("GILAC") worked directly with the Executive Chairperson and the Nomination & Remuneration Committee of the Board, to design and execute this process which was adopted by the Board. Each Board Member completed a confidential online questionnaire, providing vital feedback on how the Board currently operates and how it might improve its effectiveness.

The survey comprised four sections and compiled feedback and suggestions on:

• Board processes (including Board composition, strategic orientation and team dynamics);

• Individual committees;

• Individual Board members; and

• Chairperson's Feedback Report

The performance evaluation criteria for independent directors included a check on their fulfillment of the independence criteria and their independence from the management.

The following reports were created as part of the evaluation:

• Board's Feedback Report

• Individual Board Member's Feedback Report

• Chairperson's Feedback Report

The overall Board Feedback Report and feedback of Individual Committees was shared and discussed with the Independent Directors. The directors discussed strengths in board's working and also identified areas that can be strengthened further. The individual feedback report of Board Members was shared separately with respective directors and with the Executive Chairperson. Feedback report for Executive Chairperson's Feedback Report was also separately compiled and shared.

16. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company conducts familiarization programs for Independent Directors to enable them to understand their roles, rights and responsibilities. The Independent Directors when they are appointed, are given detailed orientation regarding the Company, industry, strategy, policies and Code of Conduct, regulatory matters, business, financial matters, human resource matters and corporate social responsibility

initiatives of the Company. Presentations are also made at the Board and committee meetings which facilitate them to clearly understand the business of the Company and the environment in which the Company operates. Operational updates are provided for them to have a good understanding of Company's operations, businesses and the industry as a whole. They are periodically updated on material changes in regulatory framework and its impact on the Company. The Company's Policy of conducting familiarisation program has been disclosed at the website of the Company at https:// www.godrejproperties.com/investor/corporate-governance

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans given, investments made, guarantees given and securities provided by the Company during the financial year under review form parts of the notes to the standalone financial statements provided in this Annual Report.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has formulated a policy on related party transactions which is also available on the website of the Company at https://www.godrejproperties.com/investor/ corporate-governance. All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions on a quarterly basis for transactions which are of repetitive nature and/ or entered in the ordinary course of business and are at an arm's length basis.

All related party transactions entered during the financial year were in the ordinary course of the business and at an arm's length basis. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for FY 2023-24. However, in terms of Regulation 23 of SEBI LODR Regulations, the Company had obtained the approval of the Members of the Company by ordinary resolution through postal ballot, the results of which were declared on March 21, 2024, for entering into a material related party transaction with its Special Purpose Vehicle which is considered as its related party. Accordingly, the details of the material related party transaction entered into during the financial year have been reported in Form AOC-2, which is given in Annexure II to this Report.

The attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts (Note No. 44) forming part of the standalone financial statements. Transactions with a person or entity belonging to the promoter/ promoter group which holds 10% or more shareholding in the Company as required under Schedule V, Part A (2A) of SEBI LODR Regulations are given as Note No. 44 (on Related Party Transaction) forming part of the standalone financial statements.

19. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act read with the Companies (Accounts) Rules, 2014 are appended as Annexure III to this Report.

20. BUSINESS RISK MANAGEMENT:

The Company has constituted a Risk Management Committee consisting of members of the Board and key executives of the Company to identify, assess, monitor and mitigate business risks. The composition of the Committee is in compliance with Regulation 21 of the SEBI LODR Regulations. The business divisions identify the risks at both the enterprise level and project level and address them through mitigating actions on a continual basis.

The business risks identified are reviewed by the Risk Management Committee and its implementation is monitored. The key risks and mitigation actions are then placed before the Audit Committee of the Company.

The Risk Management Policy of the Company is available on the website of the Company at https://www.godrejproperties. com/investors/governance-leadership

21. CORPORATE SOCIAL RESPONSIBILITY:

A Corporate Social Responsibility ("CSR") Committee has been constituted in accordance with Section 135 of the Companies Act. The details required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, with respect to the CSR Committee and an Annual Report on CSR activities undertaken during the financial year ended March 31, 2024 are appended as Annexure IV to this Report. The CSR Policy is available on the website of the Company at https://www.godrejproperties.com/investors/ governance-leadership

The Company has not participated in any direct or indirect political contributions and/ or charitable contributions/ sponsorships.

22. SUBSIDIARY AND ASSOCIATE COMPANIES:

A. Subsidiaries

As of March 31, 2024, the Company had 20 unlisted subsidiaries under the Companies Act, namely, Godrej Realty Private Limited, Godrej Garden City Properties Private Limited, Prakritiplaza Facilities Management Private Limited, Godrej Prakriti Facilities Private Limited, Godrej Genesis Facilities Management Private Limited, Godrej Projects Development Limited, Godrej Hillside Properties Private Limited, Godrej Highrises Properties Private Limited, Citystar Infraprojects Limited, Godrej Residency Private Limited, Godrej Home Developers Private Limited, Godrej Skyline Developers Private Limited, Godrej Redevelopers (Mumbai) Private Limited, Godrej Precast Construction Private Limited, Godrej Green

Woods Private Limited, Godrej Living Private Limited, Ashank Land & Building Private limited, Wonder City Buildcon Limited (formerly known as Wonder City Buildcon Private Limited), Godrej Home Constructions Limited (formerly known as Godrej Home Constructions Private Limited) and Godrej Real Estate Distribution Company Private Limited .

The audited financial statements of all the subsidiaries are available on the website of the Company at https://www. godrejproperties.com/investors/financials The Company will make these documents available to Members upon their request.

As of March 31, 2024, Godrej Greenview Housing Private Limited, Wonder Projects Development Private Limited, Godrej Real View Developers Private Limited, Pearlite Real Properties Private Limited, Godrej One Premises Management Private Limited, Godrej Green Homes Private Limited, Godrej Macbricks Private Limited, Vivrut Developers Private Limited, Vagishwari Land Developers Private Limited, Yerwada Developers Private Limited and Madhuvan Enterprises Private Limited are associate companies of the Company.

During the financial year under review, Godrej Real Estate Distribution Company Private Limited was incorporated on July 20, 2023 as the wholly-owned subsidiary of the Company. Wonder City Buildcon Limited and Godrej Home Constructions Limited became wholly-owned subsidiaries of the Company with effect from May 26, 2023 and June 02, 2023 respectively. Godrej Properties Worldwide INC, the subsidiary of the Company was wound up and dissolved on February 02, 2024.

B. Limited Liability Partnerships (LLPs)

The Company is a partner in the following LLPs as of March 31,2024:

1. Godrej Property Developers LLP

2. Mosiac Landmarks LLP

3. Dream World Landmarks LLP

4. Oxford Realty LLP

5. Godrej SSPDL Green Acres LLP

6. M S Ramaiah Ventures LLP

7. Oasis Landmarks LLP

8. Caroa Properties LLP

9. Godrej Amitis Developers LLP

10. Godrej Buildwell Projects LLP (formerly known as "Godrej Construction Projects LLP")

11. Godrej Housing Projects LLP

12. Mahalunge Township Developers LLP

13. Godrej Developers & Properties LLP

14. Godrej Highrises Realty LLP

15. Godrej Project Developers & Properties LLP

16. A R Landcraft LLP

17. Godrej Highview LLP

18. Prakhhyat Dwellings LLP

19. Godrej Skyview LLP

20. Godrej Green Properties LLP

21. Maan - Hinje Township Developers LLP

22. Godrej Projects (Soma) LLP

23. Godrej Projects North Star LLP

24. Godrej Projects North LLP

25. Godrej Reserve LLP

26. Godrej Athenmark LLP

27. Godrej Vestamark LLP

28. Godrej Irismark LLP

29. Manjari Housing Projects LLP

30. Rosebery Estate LLP

31. Embellish Houses LLP

32. Godrej City Facilities Management LLP

33. Suncity Infrastructure (Mumbai) LLP

34. Godrej Florentine LLP

35. Godrej Odyssey LLP

36. Godrej Olympia LLP

37. Ashank Realty Management LLP

38. Ashank Facility Management LLP

39. Manyata Industrial Parks LLP

40. Universal Metro Properties LLP

C. Material Unlisted Indian Subsidiary:

As of March 31, 2024, Godrej Projects Development Limited and Godrej Vestamark LLP are considered as material unlisted Indian subsidiaries under Regulation 24 of SEBI LODR Regulations.

23. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As required under SEBI LODR Regulations and Section 129 of the Companies Act, the consolidated financial statements have been prepared by the Company in accordance with the applicable accounting standards and form part of the Integrated Annual Report. A statement containing the salient features of the Financial Statements of the subsidiaries, joint ventures and associate companies of the Company in Form AOC-1 as required under Rule 5 of the Companies (Accounts) Rules, 2014 form part of the notes to the financial statements. The highlights of the performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company are given as Annexure A in consolidated financials.

24. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013:

During the financial year, the Company has transferred the matured deposits along with interest aggregating to ? 251,050 (Rupees Two Lakhs Fifty One Thousand Fifty Only), remaining unpaid for a period of seven years to the Investor Education and Protection Fund in accordance with Section 124 of the Companies Act, 2013.

Your Company is currently not accepting public deposits and has not accepted any deposits from its Directors during the Financial Year 2023-24.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There were no significant and material orders passed by the regulators/ courts/ tribunals which would impact the going concern status of the Company and its future operations.

26. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has an internal financial control system commensurate with the size, scale and complexity of its operations. The internal controls over financial reporting have been identified by the management and are checked for effectiveness across all locations and functions by the management and tested by the Auditors on a sample basis. The controls are reviewed by the management periodically and deviations, if any, are reported to the Audit Committee periodically.

27. AUDIT COMMITTEE OF THE COMPANY:

The Audit Committee comprises of 4 (four) Independent Directors, viz. Dr. Indu Bhushan (Chairperson), Ms. Sutapa Banerjee, Mr. Sumeet Narang and Ms. Jayashree Vaidhyanathan. The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Companies Act and Regulation 18 of SEBI LODR Regulations. The details of the role and responsibilities of the Audit Committee, the particulars of meetings held and attendance of the members at such meetings are given in the report on Corporate Governance, which forms part of the Integrated Annual report. During the Financial Year under review, the recommendations made by the Audit Committee were accepted by the Board.

28. VIGIL MECHANISM:

The Company has established a vigil mechanism for directors, employees and other stakeholders to report their genuine concerns, details of which have been given in the Corporate Governance Report forming part of this Integrated Annual Report.

29. STATUTORY AUDITORS AND STATUTORY AUDITORS' REPORT:

On the recommendation of the Audit Committee and the Board of Directors, the Members at the 37^th Annual General Meeting held on August 02, 2022 had re-appointed M/s. BSR & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W- 100022), as the Statutory Auditors for the second term of five consecutive years i.e. from the conclusion of the 37^th Annual General Meeting till the conclusion of the 42^nd Annual General Meeting of the Company to be held in the year 2027.

The Report issued by M/s. BSR & Co. LLP on the financial statements of the Company for the financial year ended March 31, 2024 forms part of the Integrated Annual Report. There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. BSR & Co. LLP, Statutory Auditors, in their report.

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30. COST RECORDS AND COST AUDITORS:

As required under Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014, the Company confirms that it has prepared and maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act for the financial year ended March 31,2024.

Pursuant to Section 148 of the Companies Act, the Board of Directors of the Company has, on the recommendation of the Audit Committee, appointed M/s. R Nanabhoy & Co, Cost Accountants, as Cost Auditors of the Company for the financial year 2024-25 at a remuneration as mentioned in the Notice convening the AGM. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Companies Act and rules framed thereunder. The Cost Auditors have confirmed that they are not disqualified to be appointed as the Cost Auditors of the Company for the financial year 2024-25.

As required under the Companies Act, the remuneration payable to Cost Auditors must be placed before the Members at a general meeting for ratification. Hence, a resolution for the same forms part of the Notice of the ensuing AGM.

31. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company has appointed M/s. A K Jain & Co., Practicing Company Secretary, to conduct the Secretarial Audit. Secretarial Audit Report provided by M/s. A K Jain & Co. is appended to this Report as Annexure V.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. A K Jain & Co., Company Secretary in practice, in their Secretarial Audit Report for the financial year 2023-24.

The Company's unlisted material subsidiary company - Godrej Projects Development Limited ("GPDL") undergoes Secretarial Audit. A copy of the Secretarial Audit Report of GPDL is available on the website of the Company.

The Annual Secretarial Compliance Report as required under Regulation 24A of SEBI LODR Regulations has been submitted to the stock exchanges within 60 days of the end of the financial year.

The Company has complied with Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and adopted under the Companies Act.

32. REPORTING OF FRAUDS BY AUDITORS:

During the financial year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee or to the Central Government under Section 143(12) of the Companies Act, details of which needs to be mentioned in this Report.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI LODR Regulations, is appended to this Report.

34. CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by the Securities and Exchange Board of India ("SEBI"). The Report on Corporate Governance as stipulated under SEBI LODR Regulations forms part of the Integrated Annual Report. A certificate from M/s. B N P & Associates, Company Secretaries in practice, confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V to SEBI LODR Regulations and applicable provisions of the Companies Act forms part of the Corporate Governance Report.

35. DISCLOSURE AS PER PART G OF THE SCHEDULE V TO THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

The Company has been informed by way of a family letter dated April 30, 2024 issued jointly by Mr. Adi Godrej (ABG), Mr. Nadir Godrej (NBG), Mrs. Smita Vijay Crishna (SVC) and Mr. Jamshyd Godrej (JNG) that the Godrej family members have entered into a family settlement agreement and a brand & non-compete agreement on April 30, 2024. The Company is not a party to these agreements.

The settlement contemplates a realignment of inter alia the shareholding of Godrej Industries Limited, which is the holding company of the Company, subject to applicable regulatory approvals. Pursuant to the realignment, the management and control of the Company will continue with the ABG / NBG family, and the JNG / SVC family will not be involved in the management and operations of the Company.

Currently, there are no members of the JNG / SVC Family who are directors on the board of directors of the Company.

36. INTERNAL COMPLAINTS COMMITTEE:

The Company has constituted an Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH"). The details required to be disclosed under POSH form part of the Corporate Governance Report.

37. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of directors and employees as required under Section 197(12) of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Remuneration Rules") are appended as Annexure VI to this Report. Details of employee remuneration as required under Section 197(12) of the Companies Act and Rule 5(1) of the Remuneration Rules form part of this Integrated Annual report. As per the second proviso to Section 136(1) of the Companies Act, the Directors' Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) and (3) of the Remuneration Rules. If any Member is interested in obtaining a copy thereof, the Member may write to the Company Secretary, whereupon a copy would be sent to such Member.

38. EMPLOYEES STOCK OPTION SCHEMES:

As required in terms of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the disclosure relating to Godrej Properties Limited Employee Stock Grant Scheme, 2011 ("GPL ESGS") is appended as Annexure VII to this Report.

39. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

The Business Responsibility & Sustainability Report for the financial year ended March 31, 2024 as stipulated under Regulation 34(2) of SEBI LODR Regulations is attached as part of the Integrated Annual Report.

40. TRANSFER OF UNPAID/UNCLAIMED DIVIDEND/EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 124 of the Companies Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is transferred to the Investor Education and Protection Fund ("IEPF"). The equity shares in respect of which dividend has remained unpaid/ unclaimed for a period of seven consecutive years are also transferred by the Company to the designated Demat Account of the IEPF Authority.

41. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,

2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There are no applications made or any proceedings pending against the Company under Insolvency and Bankruptcy Code, 2016 during the financial year.

42. 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 one-time settlement with any Bank or Financial Institution.

43. CREDIT RATING:

The details of the credit ratings awarded to the Company are provided in the Corporate Governance Report forming part of the Integrated Annual Report.

44. INTEGRATED REPORTING:

The Company has drawn up an Integrated Annual Report that provides both financial and non-financial information, including the organisation's strategy, governance framework, performance and prospects of value creation based on six forms of capital based on the GRI standards.

45. AWARDS & RECOGNITIONS:

The Directors take pleasure in informing the Members that the Company, its people and projects were acknowledged with several awards and ratings during the financial year ended March 31,2024. The details of the awards received are given in the Integrated Annual Report.

46. ACKNOWLEDGMENTS:

The Directors wish to place on record their appreciation and sincere thanks to the customers, joint venture partners, shareholders, banks, financial institutions, fixed deposit holders, vendors and other associates who through their continued support and cooperation, have helped, as partners, in the Company's progress. The Directors also acknowledge the hard work, dedication and commitment of the employees for the growth of the Company and look forward to their continued involvement and support.