Directors Report of Kolte-Patil Developers Ltd.

Mar 31, 2025

Your Directors have the pleasure in presenting 34^th Annual Report on the business and operations of the Company
and the accounts for the Financial Year ended 31 March 2025.

1. Financial highlights - (h in Lakhs)

Particulars	Consolidated		Standalone
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operations	1,71,738	137,148	1,08,860	57,914
Operating Profit/(Loss) before interest, depreciation, amortization and taxes (EBITDA)	22,223	7,440	16,164	(466)
Depreciation and amortization	1,427	1,419	1,046	1,153
Interest and finance charges	4,191	9,786	5,982	6,652
Other income	4,635	2,330	5,639	5,514
Impairment on goodwill/investments	-	2,346	-	1,953
Profit/(Loss) Before Tax (PBT)	16,605	(6,111)	9,136	(10,224)
Share of Profit / (Loss) of joint ventures, associates (net)	512	(976)	-	-
Tax expenses	6,184	(339)	2,274	(3,098)
Profit/(Loss) After Tax (PAT)	10,933	(6,748)	6,862	(7,126)
Exceptional Items	-	-	-	-
Add: Other Comprehensive Income	(30)	(129)	(26)	(83)
Total Comprehensive Income before Non¬ Controlling Interest	10,903	(6,877)	6,836	(7,209)
Less: Non-Controlling Interest	276	188	-	-
Profit/(Loss) after other Comprehensive Income	10,627	(7,065)	6836	(7,209)
Earnings Per share (in H)
Basic ( H )	14.02	(9.12)	9.03	(9.38)
Diluted (Rs)	13.99	(9.12)	9.01	(9.38)

2. Performance of the Company

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

Financial Overview (Consolidated

Performance)

Our revenues were increased by 25.22% at H1,71,738
lakhs during the year compared to H1,37,148 lakhs
in the previous year. Earnings before Interest
Taxes and Depreciation was increased by 198.70%
at H22,223 lakhs as compared to H7,440 lakhs.
EBITDA margins increased from 5.42% to 12.95%
during the year. Total Comprehensive Income/(Loss)
(post minority interest) increased to H10,627 lakhs
compared to H(7,065) lakhs in the previous year.

Earnings per Share stood at H14.02 as compared to
H(9.12) last year.

Increase in EBITDA is on account of change in mix
of projects offered to revenue in the current year
having high margin compared to last year. Other
reasons for the increase are on account of-

¦ Increase in rental income from investment
property and Aluform ;

¦ Interest on fixed deposit ;

¦ Dividend from associate ;

¦ Gain on sale of investment.

Rise in total comprehensive income is due to
decrease in Finance cost on Non Convertible

Debentures basis Indian Accounting Standard, No
Impairment of goodwill and profit from associate on
completion of the project.

Financial Overview (Standalone Performance)

Our revenues were increased by 87.96% at H1,08,860
lakhs during the year compared to H57,914 lakhs in
the previous year. Earnings before Interest Taxes
and Depreciation was increased to H16,164 lakhs
as compared to H(466) lakhs in the previous year.
EBITDA margins increased to 14.84% from (0.80)%
during the year. Total Comprehensive Income/(Loss)
increased to H6,836 lakhs compared to H(7,209)
lakhs in the previous year. Earnings per Share stood
at H9.03 as compared to H(9.38) last year.

The Increase in EBITDA is on account of change in
mix of projects offered to revenue in the current year
having high margin compared to last year.

Rise in total comprehensive income is due to
increase in the gross profit on account of higher
revenue offered, no impairment on investment in
current year, decrease in finance cost due to higher
allocation to inventory, and decrease in provision for
doubtful debts in current year.

3. Dividend

The Board of Directors have not recommended any
Dividend considering the company''s future growth
plans, business development.

4. Fixed Deposits

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

5. Share Capital

The paid-up Equity Share Capital as on 31 March
2025 stood at H7,600.44 Lakhs, which comprises of
7,60,04,409 Equity Shares of H10 each.

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

On 23 June 2025, your Company had issued
1,26,75,685 (One Crore Twenty Six Lakhs Seventy
Five Thousand Six Hundred Eighty-Five) equity
shares to BREP Asia III India Holding Co VII Pte. Ltd.
at a price of H329/- per equity share aggregating
to H41,703 Lakhs. Subsequently, the paid-up
Equity Share Capital stood at H8,868 Lakhs, which
comprises of 8,86,80,094 Equity Shares of H10 each.

Further, pursuant to the terms of Share Purchase
Agreement and Shareholders Agreement dated
13 March 2025 executed by and between the
Company, BREP Asia III India Holding Co VII Pte. Ltd.,
Mr. Rajesh Anirudha Patil, Late Mr. Naresh Anirudha
Patil, Mr. Milind Digambar Kolte, Ms. Sunita Rajesh
Patil, Ms. Vandana Naresh Patil, Ms. Sunita Milind
Kolte, Mr. Yashvardhan Rajesh Patil, Ms. Ankita
Rajesh Patil, Mr. Harshavardhan Naresh Patil and
Ms. Priyanjali Naresh Patil ("Agreements"), BREP
Asia III India Holding Co VII Pte. Ltd. has acquired
2,27,96,353 (Two Crore Twenty Seven Lakh Ninety
Six Thousand Three Hundred and Fifty Three)
equity shares, being 25.7% (twenty five point seven
percent) of the paid-up capital of the Company on 11
August 2025.

Accordingly, BREP Asia III India Holding Co VII Pte.
Ltd. has acquired joint control along with the existing
Promoters over the Company.

The above acquisition of shares by BREP Asia III
India Holding Co VII Pte. Ltd. triggered mandatory
open offer under the Securities and Exchange Board
of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011 as may be amended
from time to time to acquire more than 26% of the
equity share capital of the Company.

6. Issue of Debentures

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

a. On 10 April 2023, 14,000 Secured, Unlisted,
Redeemable, Non-Convertible Debentures
(NCD) of face value H100,000/- each, on a
private placement basis aggregating H140
Crores (Rupees One Hundred and Forty Crores
Only) were allotted to India Realty Excellence
Fund IV.

The outstanding amount as on 31 March 2025
is H11,579 Lakhs

b. On 17 April 2023, 20,650 Senior, Secured,
Listed, Rated, Redeemable, Non-convertible
debentures of face value H1,00,000/- each, on a
private placement basis, aggregating

H206.50 Crores (Rupees Two Hundred Six Crores
and Fifty Lakhs Only), were allotted to Marubeni
Corporation, Japan. These debentures are listed
on BSE Limited w.e.f. 19 April 2023.

The outstanding amount as on 31 March 2025 is
H16,994 lakhs.

c. On 22 December 2023, 11,090 Senior, Secured,
Listed, Rated, Redeemable Non-convertible
debentures of face value H1,00,000/- each, on
a private placement basis, aggregating H110.90
Crores (Rupees One Hundred and Ten Crores and
Ninety Lakhs Only), were allotted to Marubeni
Corporation, Japan. These debentures are
listed on BSE Limited w.e.f. 27 December 2023.

The outstanding amount as on 31 March 2025
is H9,394 Lakhs.

d. On 20 September 2024, 13,377 Series 3
fullv secured, listed, rated. redeemable,
non-convertible debentures of face value of
H1,00,000/- each, on a private placement
basis, aggregating H133.77 Crores (Rupees One
Hundred and Thirty Three Crores and Seventy
Seven Lakhs only), were allotted to Marubeni
Corporation, Japan. These debentures are
listed on BSE Limited w.e.f. 24 September 2024.

The outstanding amount as on 31 March 2025 is
H12,313 Lakhs.

7. Internal Financial Controls

The Company has adequate internal controls and
processes in place with respect to its financial
statements which provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements. These controls
and processes are driven through various policies,
procedures and certifications. The Management
has periodically conducted the assessment of
internal financial controls for determining operative
effectiveness and the control were operating
effectively. The internal financial controls were also
reviewed by an Independent Auditor and found to
be adequate and operating effectively for ensuring
accuracy and completeness of the accounting
records. The attention of the members is drawn to
last para of "Annexure 2 to the Independent Auditor''s
Report" and explanation given thereto. Except
the aforesaid there are no reportable material
weaknesses. The report of Independent Auditor
is annexed to the Auditors'' Report on Standalone
Financial Statements.

8. Details of Subsidiary/Joint Ventures/
Associate Companies

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

Your Company entered into Share Purchase

Agreement on 24 July 2024 for sale of 20% equity
stake held by the Company in Snowflower Properties
Private Limited, an associate Company to Kolte-Patil
Planet Real Estate Private Limited at an aggregate
consideration of H838 Lakhs.

Your Company entered into Share Purchase

Agreement on 05 December 2024 for sale of 17%
equity stake held by the Company in Kolte-Patil
Planet Kiwale Project Private Limited, an associate
Company to Kolte-Patil Planet Real Estate Private
limited at an aggregate consideration of H379 Lakhs.

9. Directors and Key Managerial Personnel

Pursuant to the terms of Share Purchase Agreement
and Shareholders Agreement dated 13 March 2025
executed by and between the Company, BREP
Asia III India Holding Co VII Pte. Ltd., Mr. Rajesh
Anirudha Patil, Late Mr. Naresh Anirudha Patil,
Mr. Milind Digambar Kolte, Ms. Sunita Rajesh Patil,
Ms. Vandana Naresh Patil, Ms. Sunita Milind Kolte,
Mr. Yashvardhan Rajesh Patil, Ms. Ankita Rajesh Patil,
Mr. Harshavardhan Naresh Patil and Ms. Priyanjali
Naresh Patil ("Agreements"), the following changes
in composition of Board of Directors of the Company
were took place w.e.f. 11 August 2025:

a) Appointment of Mr. Tuhin Parikh (DIN: 00544890)
as an Additional Director (Non-Executive and
Non-Independent) who holds office up to this
ensuing 34^th Annual General Meeting. The Board
has recommended his appointment as Director
(Non Executive - Non Independent Director), not
liable to retire by rotation.

b) Appointment of Mr. Asheesh Mohta (DIN:
00358583) as an Additional Director (Non¬
Executive and Non-Independent) who holds
office up to this ensuing 34^th Annual General
Meeting. The Board has recommended his
appointment as Director (Non Executive - Non
Independent Director), liable to retire by rotation.

c) Appointment of Mr. Mohit Arora (DIN: 08100136)
as an Additional Director (Non-Executive and
Non-Independent) who holds office up to this
ensuing 34^th Annual General Meeting. The Board
has recommended his appointment as Director
(Non Executive - Non Independent Director),
liable to retire by rotation.

The Board welcomed the new Directors on the Board
of Directors of the Company.

The Board also appointed Mr. Girish Vanvari
(Independent-Non Executive) as Chairman of

the Board of Directors of the Company w.e.f. 11
August 2025.

The revised composition of the Board is as follows:

Sr. No.	Name of the Director	Designation
1.	Mr. Girish Vanvari	Chairman and Independent Director - Non Executive
2.	Mr. Rajesh Patil	Managing Director
3.	Mr. Tuhin Parikh	Additional Director (Non¬ Executive and Non¬ Independent)
4.	Mr. Asheesh Mohta	Additional Director (Non¬ Executive and Non¬ Independent)
5.	Mr. Mohit Arora	Additional Director (Non¬ Executive and Non¬ Independent)
6.	Mrs. Sudha Navandar	Independent - Non Executive Director

Cessation of Directors during the years:

Pursuant to the terms of Share Purchase Agreement
and Shareholders Agreement dated 13 March 2025
executed by and between the Company, BREP
Asia III India Holding Co VII Pte. Ltd., Mr. Rajesh
Anirudha Patil, Late Mr. Naresh Anirudha Patil,
Mr. Milind Digambar Kolte, Ms. Sunita Rajesh Patil,
Ms. Vandana Naresh Patil, Ms. Sunita Milind Kolte,
Mr. Yashvardhan Rajesh Patil, Ms. Ankita Rajesh Patil,
Mr. Harshavardhan Naresh Patil and Ms. Priyanjali
Naresh Patil ("Agreements"), the following directors
were resigned w.e.f. 11 August 2025:

a) Resignation of Mr. Milind Kolte, Whole Time
Director designated as Executive Director (DIN:
00170760);

b) Resignation of Mr. Yashvardhan Patil, Whole
Time Director designated as Joint Managing
Director (DIN: 06898270);

c) Resignation of Mr. Nirmal Kolte, Whole Time
Director designated as Executive Director (DIN:
05159986);

d) Resignation of Mr. Achyut Watwe, Independent
Director (DIN:01179251);

e) Resignation of Mr. Umesh Joshi, Independent
Director (DIN: 02557162);

f) Resignation of Mr. Dhananjay Barve,
Independent Director (DIN:00066375).

During the year under review, Mr. Prakash Gurav
(DIN: 02004317) - Independent Director retired
on 12 August 2024 and Mr. Jayant Pendse (DIN:

02434630) - Independent Director retired on 12
September 2024 due to completion of their tenure
of as an Independent Director.

Further, Mrs. Vandana Patil (DIN: 00588888) -
Non Executive Director resigned with effect from
11 November 2024. Further, Mr. Naresh Patil (DIN:
00881077) - Vice Chairman of the Company ceased
to be a Vice-Chairman and Executive Director due to
sad demise on 11 May 2025. The Board of Directors
acknowledged their immense contribution for the
growth of the Company.

The Board also acknowledges valuable contribution
of the above-ceased Directors and the profound
impact they have had on the organization''s growth
and success.

In view of the above changes in the composition of
the Board, none of the Directors are eligible to retire
by rotation at this ensuing 34^th Annual General
Meeting in terms of Section 152 of the Companies
Act, 2013 read with Article 167 of the Articles of
Association of the Company.

The composition of the Board of Directors of the
Company continues to be in compliance with the
requirements prescribed under the Companies
Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Company has received declarations from all the
Independent Directors of the Company confirming
that they meet the criteria of Independence as
prescribed both under the Companies Act, 2013 and
Regulation 16 (b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Company has devised a Policy for performance
evaluation of Independent Directors, Board,
Committees and other Individual Directors which
includes criteria for performance evaluation of the
non-executive directors and executive directors.
The Board has carried out an annual evaluation
of its own performance, various committees and
Individual directors.

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

The details of such familiarization programmes for
Independent Directors are posted on the website of
the Company and can be accessed at https://tinyurl.
com/38svs97v

The Policy for selection of Directors and determining
Directors Independence and Remuneration Policy

for Directors, Key Managerial Personnel and other
employees is annexed as Annexure II to this Report.

Change in Key Managerial Personnel during
the years:

During the year under review, Mr. Rahul Talele
resigned as Group Chief Executive Officer and
Mr. Atul Bohra was appointed as Group Chief
Executive Officer with effect from 14 June 2024.
Mr. Khiroda Jena was resigned as Chief Financial
Officer with effect from 17 August 2024 and Mr. Ravi
Prakash Porwal was appointed as Chief Financial
Officer with effect from 08 October 2024.

10. Meetings of the Board of Directors

Eight (8) Board Meetings were held during the year
and the gap between two meetings did not exceed
four months. The dates on which the board meeting
were held as follows:

1) 17 May 2024

2) 24 May 2024

3) 14 June 2024

4) 09 August 2024

5) 08 October 2024

6) 12 November 2024

7) 11 February 2025

8) 13 March 2025

11. Scheme of Amalgamation and
Arrangement

The Board of Directors had approved the draft
scheme of amalgamation of Kolte-Patil Integrated
Townships Limited (a wholly owned subsidiary of
the Company) with the Company under Section
233 of the Companies Act 2013 read with Rule 25
of the Companies (Compromises. Arrangements
and Amalgamations) Rules, 2015. However the
application for scheme of amalgamation filed by
the Company to the office of the Hon''ble Regional
Director, Western Region, Ministry of Corporate
Affairs, Mumbai ("RD") on 30 November 2024
has not been approved. Subsequently, the Board
of Directors of the Company at their meeting
dated 11 February 2025 have approved the draft
scheme of amalgamation of Kolte-Patil Integrated
Townships Limited with the Company under
Section 230-232 of the Companies Act, 2013
along with other applicable previsions and the
rules subject to the requisite approvals under the
Act and sanction of the scheme by the National

Company law Tribunal. Mumbai Bench (''NCLT) or
any other competent authority. The appointee
date of the said scheme is 01 April 2024 or such
other date as may be approved by NCLT or any
other competent authority.

12. Statutory Auditors

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

The Auditors'' Report for the FY 2024-25 does not
contain any qualification, reservation, or adverse
remark. The Report is enclosed with the financial
statements in this Annual Report.

13. Contracts or arrangements with related
parties

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

The Policy on materiality of related party transactions
and dealing with related party transactions as
approved by the Board may be accessed on the
Company''s website at the link: https://rb.gy/9lntwe

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

As the Company is not engaged in the manufacturing
activities, the information related to Conservation of
energy, technology absorption has not be provided.

The details of Foreign Exchange outgo are as follows:

Particulars	For Year ended 31 March 2025	For Year ended 31 March 2024
Travelling Expenses	28	29
Professional Fees	0	207
Advertising/Marketing Expenses	358	191
Total	386	427

15. Particulars of loans, guarantees
and investments

The particulars of loans, guarantees and
investments are given in Note No 06 and 47 in Notes
to accounts forming part of the Audited Standalone
Financial Statements.

16. Extract of the annual return

In accordance with Sections 92(3) read with 134(3)
(a) of the Act, the Annual Return of the Company as
on 31 March 2025 is available on the website of the
Company at: https://tinyurl.com/4muss87s

17. Corporate Social Responsibility (CSR)

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

18. Audit Committee

The Audit Committee of the Company comprises of
following members as on 31 March 2025:

Name of the Member	Designation	Category
Mrs. Sudha Navandar	Chairperson	Independent Director
Mr. Achyut Watve	Member	Independent Director
Mr. Girish Vanvari	Member	Independent Director
Mr. Dhananjay Barve	Member	Independent Director
Mr. Yashvardhan Patil	Member	Joint Managing Director
Mr. Nirmal Kolte	Member	Executive Director

Further, on 11 August 2025, due to the change in
the composition of the Board, the composition of the
Audit Committee was revised which is as under:

Name of the Member	Designation	Category
Mrs. Sudha	Chairperson	Independent
Navandar		Director
Mr. Girish	Member	Independent
Vanvari		Director
Mr. Mohit Arora	Member	Additional Director (Non-Executive and Non¬ Independent)

Mr. Vinod Patil - Company Secretary of the
Company acts as the secretary to the Audit the
Company are permanent invitees to the Audit
Committee Meetings.

During the year under review, the Board has accepted
all the recommendations of the Audit Committee.

19. Vigil Mechanism for Directors and
Employees

The Vigil Mechanism of the Company, which also
incorporates a Whistle Blower Policy in Regulation
22 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, includes an
Ethics S Compliance Task Force comprising senior
executives of the Company. Protected disclosures
can be made by a whistle blower through an e-mail,
or dedicated telephone line or a letter to the Task
Force or to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest
standards of ethical, moral and legal conduct of
business operations. To maintain these standards,
the Company encourages its employees who have
concerns about suspected misconduct whether by
the Directors, employees, vendors or customers
and to come forward and express these concerns
without fear of punishment or unfair treatment. The
report received from employees will be reviewed by
Audit Committee. The Directors and Management
Personnel are obligated to maintain confidentiality
of such reporting and ensure that the whistle
blowers are not subjected to any discriminatory
practices. No person has been denied access to the
Audit Committee.

The said policy can be accessed at https://tinyurl.
com/2su8pp7r

20. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of
the Company comprises of following members as on
31 March 2025:

Name of the Member	Designation	Category
Mr. Umesh Joshi	Chairman	Independent Director
Mr. Achyut Watve	Member	Independent Director
Mr. Girish Vanvari	Member	Independent Director
Mrs. Sudha Navandar	Member	Independent Director

Further, on 11 August 2025, due to the change in
the composition of the Board, the composition of
the Nomination and Remuneration Committee was
revised which is as under:

Name of the Member	Designation	Category
Mr. Girish Vanvari	Chairperson	Independent Director
Mrs. Sudha Navandar	Member	Independent Director
Mr. Asheesh Mohta	Member	Additional Director (Non-Executive and Non¬ Independent)

21. Managerial Remuneration

The Details required as per Rule 5(1) and (2) of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are given in
Annexure IV to the Directors report.

22. Employee Stock Option Scheme

The Nomination and Remuneration Committee
of the Board of Directors of the Company, inter
alia, administers and monitors the Kolte-Patil
Employees Stock Option Scheme 2021 ("ESOS
2021") of the Company in accordance with the
applicable SEBI Guidelines. During the year
under review, the Nomination and Remuneration
Committee has granted 375,000 stock options to
the eligible employees.

The applicable disclosures as stipulated under the
SEBI Guidelines as on 31 March 2025 (cumulative
position) with regard to the Kolte-Patil Employees
Stock Option Scheme 2021 ("ESOS 2021") are
provided in Annexure V to this Report.

23.Secretarial Audit

Pursuant to Section 204 of the Companies Act
2013, the Company had appointed M/s. SVD S
Associates, Company Secretaries, Pune as its
Secretarial Auditors to conduct the secretarial audit
of the Company for the Financial Year 2024-25. The
Report of Secretarial Auditor for the Financial Year
2024-25 is annexed to this report as Annexure VI.
The Comments in Secretarial Audit Report are self¬
explanatory.

Kolte-Patil Integrated Townships Limited and KPE
Private Limited are the material subsidiaries of the
Company. Pursuant to the Regulation 24A of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") as

amended from time to time, the Secretarial Audit
Report of material subsidiary is annexed to this
report as Annexure VII and Annexure VIII.

The Board of Directors of the Company in their
meeting held on 29 August 2025 has appointed M/s.
Mehta S Mehta, Peer Reviewed Firm of Company
Secretaries in Practice (ICSI Unique Identification
No: P1996MH007500), as Secretarial Auditors of
the Company for a period of five consecutive years
commencing from FY 2025-26 till FY 2029-2030,
subject to the approval of the shareholders of the
Company at the ensuing Annual General Meeting.
The Board recommends their appointment.

24. Reporting of Frauds by the Auditors

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

25. Secretarial Standards

The Ministry of Corporate Affairs notified the
Secretarial Standard on Meetings of the Board of
Directors (SS-1), Secretarial Standard on General
Meetings (SS-2).

The Company complies with Secretarial Standards
and guidelines issued by the Institute of Company
Secretaries of India (ICSI).

26. Corporate Governance Certificate

The Report on Corporate Governance for the
Financial Year 2024-25, as stipulated under SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 is presented in a separate section
forming part of the Annual Report.

The Company has obtained the Compliance
certificate for the Financial Year 2024-25 from
Mr. Nitin Prabhune, Practicing Company Secretary
for the compliance of conditions of corporate
governance as stipulated in Regulation 34 (3) real
with Part E of Schedule V of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

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

The BRSR of your Company for the Financial Year
2024-25 as required under Regulation 34(2)

(f) of the Listing Regulations is presented in a
separate section and forms an integral part of this
Annual Report.

28.Risk Management Policy

The Company has constituted Risk Management
Committee. As on 31 March 2025, the Risk
Management Committee comprising 6 members, in
which 3 members are Independent Directors.

Further, on 11 August 2025, due to the change in
the composition of the Board, the composition of the
Risk Management Committee was revised which is
as under:

Name of the Member	Designation	Category
Mr. Rajesh Patil	Chairperson	Managing Director
Mr. Girish Vanvari	Member	Independent Director
Mr. Asheesh Mohta	Member	Additional Director (Non-Executive and Non¬ Independent)

The Risk Management Committee has approved the
Risk Management Policy. The Committee monitors
the policy, ensures that the Company is acting
appropriately to achieve prudent balance between
the risk and reward and evaluates significant risk
exposures and assesses the management''s actions
to mitigate the exposures. The Risk Management
Committee also reviews the Company''s initiatives
towards sustainability and performance against
various NGRBC Principles.

29. Directors'' Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for
the year ended 31 March 2025, the applicable
accounting standards read with requirements
set out under Schedule III to the Act, have been
followed and there are no material departures
from the same;

b) the Directors have selected such accounting
policies and applied them consistently and made
judgements and estimates that are reasonable
and prudent so as to give a true and fair view
of the state of affairs of the Company as at 31
March 2025 and of the profits of the Company
for the year ended on that date;

c) the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company

and for preventing and detecting fraud and
other irregularities;

d) the Directors have prepared the annual accounts
on a ''going concern'' basis;

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

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

30. Management''s Discussion And Analysis
Report

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

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

The Company has adopted a Policy on Prevention
and Redressal of Sexual Harassment at workplace.
Pursuant to the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, the Company has in place
an Internal Complaints Committee for prevention
and redressal of complaints of sexual harassment of
women at the workplace.

Status of Complaints received during the year
under review:

Received during the year	Resolved	Pending at the year end
NIL	NIL	NIL

Also, there are no complaints which are pending for
a period of more than 90 days.

32. Disclosure of compliance under Maternity
Benefits Act, 1961

The Company has duly complied with the provisions
of the Maternity Benefits Act, 1961 and due benefits
have been provided to the eligible employees of
the Company.

33. Dividend Distribution Policy

The Company has framed the Dividend Distribution
Policy and the same has been uploaded on
the website of the Company at https://tinyurl.
com/3jaudk8v

34. Credit Rating

The Company has obtained credit rating from
CRISIL, which is as follows:

a) CRISIL AA-/Stable for the bank facilities of H695
Crores (Long Term) and CRISIL A1 for the bank
facilities of H105 Crores (Short Term).

b) CRISIL AA-/stable for Non-Convertible

Debentures of H206.50 Crores.

c) CRISIL AA-/stable for Non-Convertible

Debentures of H113.65 Crores.

d) CRISIL AA-/stable for Non-Convertible

Debentures of H134.2 Crores.

35. Maintenance of cost records

The Company is required to maintain cost records
and have the cost records audited by a cost auditor
as specified u/s 148 of the Act.

The Cost records have been prepared and
maintained by the Company for FY 2024-25.

36.Other Disclosures

During the year under review:

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

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

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

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

37. Other Financial Disclosures:

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

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

38. Acknowledgements

Your Directors take this opportunity to thank
customers, investors, vendors, Central and State
Governments, business associates and bankers
for their consistent support and co-operation to
the Company. Your Directors take this opportunity
to thank all the employees who have helped for
sustained excellence in performance of the Company.

Finally, the Directors would like to convey their
gratitude to the members for reposing their
confidence and faith in the Company and
its management.

For and on behalf of the Board of Directors

Girish Vanvari Rajesh Patil

Chairman Managing Director

DIN: 07376482 DIN: 00381866

Date: 29 August 2025

Place: Pune

---

Mar 31, 2024

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

1. Financial highlights

(H in Lakhs)

Particulars	Consolidated		Standalone
	FY 2023-24	FY 2022-23 (Restated**)	FY 2023-24	FY 2022-23 (Restated*)
Revenue from Operations	137,148	148,843	57,914	90,273
Operating Profit/(Loss) before interest, depreciation, amortization and taxes (EBITDA)	5,110	18,927	(5,980)	7,314
Depreciation and amortization	3,765	1,156	1,153	920
Interest and finance charges	9,786	4,067	6,652	3,708
Other income	2,330	3,259	5,514	2,912
Impairment on goodwill/investments	2,346	0	1,953	307
Profit/(Loss) Before Tax (PBT)	(6,111)	16,963	(10,224)	5,291
Tax expenses	(339)	5,464	(3,098)	1,254
Profit/(Loss) After Tax (PAT)	(6,748)	11,345	(7,126)	4,037
Share of Profit / (Loss) of joint ventures, associates (net)	(976)	(154)	-	-
Exceptional Items	-	-	-	-
Add: Other Comprehensive Income	(129)	(22)	(83)	(16)
Total Comprehensive Income before NonControlling Interest	(6,877)	11,323	(7,209)	4,021
Less: Non-Controlling Interest	188	937	-	-
Profit/(Loss) after other Comprehensive Income	(7,065)	10,386	(7,209)	4,021
Earnings Per share (in H)	(9.12)	13.69	(9.38)	5.31

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

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

2. Performance of the Company

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

Financial Overview (Consolidated Performance)

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

The drop in EBITDA is on account of change in mix of projects offered to revenue in the current year having

low margin compared to last year. Other reasons for the drop are on account of reversal of GST input credited on completed projects and provision for non-recovery of advances.

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

Financial Overview (Standalone Performance)

Our revenues were decreased by 36% at H57,914 lakhs during the year compared to H90,273 lakhs in the previous year. Earnings before Interest Taxes and Depreciation was decreased to H(5,980) lakhs as compared to H7,314 lakhs in the previous year. EBITDA margins decreased to (10.33)% from 8.10% during the year. Total Comprehensive Income decreased to H(7,209) lakhs compared to H4,021

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

The drop in EBITDA is on account of change in mix of projects offered to revenue in the current year having low margin compared to last year. Other reason for the drop is on account of provision for non-recovery of advances.

Drop in total comprehensive income is due to increase in Finance cost on Non Convertible Debentures basis Indian Accounting Standard and Impairment of investment in subsidiary.

3. Dividend

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

4. Fixed Deposits

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

5. Share Capital

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

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

Subsequent to the approval of Hon''ble Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai on 26 May 2023 to the Scheme of Amalgamation of Sampada Realities Private Limited (''Transferor Company'') with the Company, the Authorised Share Capital of the Company increased from H191,00,00,000/-(Rupees One Hundred Ninety One Crores Only) divided into 10,10,00,000 (Ten Crores Ten Lakhs) Equity Shares of H10/- (Rupees Ten) each and 9,00,00,000 (Nine Crores) Preference Shares of H10/- (Rupees Ten) each to H193,00,00,000/- (Rupees One Hundred Ninety Three Crores Only) divided into 10,30,00,000 (Ten Crores Thirty Lakhs) Equity Shares of H10/- (Rupees Ten) each and 9,00,00,000 (Nine Crores) Preference Shares of H10/-(Rupees Ten) each.

Further, subsequent to the approval of Hon''ble Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai on 08 February 2024 to the Scheme of Amalgamation of PNP Agrotech Private Limited and Tuscan Real Estate Private Limited ("Transferor Companies") with the Company, the Authorised Share Capital of the Company increased from H193,00,00,000/-(Rupees One Hundred Ninety Three Crores Only) divided into 10,30,00,000 (Ten Crores Thirty Lakhs) Equity Shares of H10/- (Rupees Ten) each and 9,00,00,000 (Nine Crores) Preference Shares of H10/- (Rupees Ten) each to H2,04,00,01,000/- (Rupees Two Hundred Four Crores

and One Thousand Only) divided into H1,14,00,01,000/-(Rupees One Hundred Fourteen Crores and One Thousand only) comprising of 11,40,00,100 (Eleven Crores Forty Lakhs and One Hundred) Equity Shares of H10/- (Rupees Ten) each and H90,00,00,000/- (Rupees Ninety Crores only) comprising of 9,00,00,000 (Nine Crores) Preference Shares of H10/- (Rupees Ten) each.

6. Issue of Debentures

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

a. On 10 April 2023, 14,000 Secured Unlisted Redeemable Non-Convertible Debentures (NCD) of face value H100,000/- each, on a private placement basis aggregating H140 Crores (Rupees One Hundred and Forty Crores Only) were allotted to India Realty Excellence Fund IV. The proceeds from the issue of these NCDs have been utilised for purchase of land of underlying project.

b. On 17 April 2023, 20,650 Senior, Secured, Listed, Rated, Redeemable Non-convertible debentures (''NCDs'') of face value H1,00,000/- each, on a private placement basis, aggregating H206.50 Crores (Rupees Two Hundred Six Crores and Fifty Lakhs Only), were allotted to Marubeni Corporation, Japan. These debentures are listed on BSE Limited w.e.f. 19 April 2023.

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

c. On 22 December 2023, 11,090 Senior, Secured, Listed, Rated, Redeemable Non-convertible debentures (''NCDs'') of face value H1,00,000/- each, on a private placement basis, aggregating H110.90 Crores (Rupees One Hundred and Ten Crores and Ninety Lakhs Only), were allotted to Marubeni Corporation, Japan. These debentures are listed on BSE Limited w.e.f. 27 December 2023.

Further, the Debenture Allotment Committee of the Board of Directors in their meeting held on 19 March 2024, approved amendments in the Debenture Trust Deed and Placement Memorandum for redemption of the Debentures by pro-rata reduction of the face value of each Debenture and payment of the Redemption Premium, on each Redemption Date. The NCDs are being redeemed at premium which is linked to collections made from sale of the earmarked units. These NCDs along with above redemption premium are redeemed as and when the revenues are collected by the Company in accordance with the debenture trust deed, as amended from time to time. The amendments to the Debenture Trust Deed and Placement Memorandum have been approved by BSE Limited. Consequent to such approval, on the First Redemption Date i.e. 30 March 2024, the Company has paid H2.54 Crores towards payment of the outstanding Principal Amount, resulting in the pro rata reduction of the face value and H0.34 Crores towards the payment of the Redemption Premium payable on such payment of the outstanding Principal Amount. Accordingly as on 31 March 2024, the outstanding amount consequent to such redemption is H108.36 Crores. As at 31 March 2024, the Company has utilised H3,421 Lakhs towards General Corporate Purposes, including without limitation, towards construction and development of the Project. The unutilised proceeds of H7,669 Lakhs were temporarily invested in liquid mutual funds. These proceeds will be utilised for general corporate purposes of the Company and towards the construction and development of the Project.

7. Internal Financial Controls

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

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

8. Details of Subsidiary/Joint Ventures/ Associate Companies

During the year under review, the Company has acquired 5% stake of Kolte-Patil Integrated Townships Limited ("KPIT") pursuant to Securities Sale Agreement dated 20 October 2023. Pursuant to the said acquisition, KPIT became a wholly owned subsidiary of the Company.

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

9. Directors and Key Managerial Personnel

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

The Board of Directors of the Company in their meeting held on 24 May 2024 has appointed Mr. Dhananjay Barve (DIN: 00066375) as an Additional Director (NonExecutive - Independent Director) who holds office up to this ensuing 33^rd Annual General Meeting. The Board has recommended his appointment as Director (NonExecutive - Independent Director) to hold office for a period of 5 years from 24 May 2024 to 23 May 2029.

Further, Mr. Prakash Gurav (DIN: 02004317) and Mr. Jayant Pendse (DIN: 02434630) hold office as a Non-Executive Independent Directors till 12 September 2024. On the completion of 2^nd term as Independent Director, Mr. Prakash Gurav and Mr. Jayant Pendse will retire on 12 September 2024. The Board of Directors acknowledges their valuable contribution during their association/tenure with the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other Individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors. The Board has carried out an annual evaluation of its own performance, various committees and Individual directors.

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

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

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

10. Meetings of the Board of Directors

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

1. 25 May 2023

2. 04 August 2023

3. 26 October 2023

4. 06 November 2023

5. 24 January 2024

11. Scheme of Amalgamation and Arrangement

The Board of Directors of the Company in its meeting held on 10 November 2022 have approved the scheme of amalgamation of its wholly owned subsidiary - Sampada Realities Private Limited with the Company. The Hon''ble Regional Director, Western Region has approved the scheme of amalgamation vide order dated 26 May 2023.

The Board of Directors of the Company in their meeting on 06 February 2023 have approved the change in appointed date for amalgamation of its wholly owned subsidiaries Tuscan Real Estate Private Limited and PNP Agrotech Private Limited from April 1, 2021 to April 1, 2023 and the scheme was filed with Hon''ble Regional Director, Western Region for approval. The Hon''ble Regional Director, Western Region has approved the scheme of amalgamation vide order dated 09 February 2024.

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

12. Statutory Auditors

The Members of the Company, at the at 32^nd Annual General Meeting held on 19 August 2023 have appointed M/s. S R B C S CO LLP, Chartered Accountants (LLP Registration No. AAB-4318, FRN - 324982E/E300003)

for a first term of 5 (five) years from the conclusion of this 32^nd AGM upto the conclusion of 37^th AGM of the Company to be held in 2028.

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

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

13. Contracts or arrangements with related parties

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

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

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

As the Company is not engaged in the manufacturing activities, the information related to Conservation of energy, technology absorption has not been provided.

The details of Foreign Exchange outgo are as follows:

(H in Lakhs)

Particulars	For Year ended 31 March 2024	For Year ended 31 March 2023
Travelling Expenses	29	21
Professional Fees	207	0
Advertising/	191	0
Marketing Expenses Total	427	21

15. Particulars of loans, guarantees and investments

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

16. Extract of the annual return

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

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

17. Corporate Social Responsibility (CSR)

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

18. Audit Committee

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

Name of the Member	Designation	Category
Mr. Prakash Gurav	Chairman	Independent Director
Mr. Achyut Watve	Member	Independent Director
Mr. Girish Vanvari	Member	Independent Director
Mrs. Sudha Navandar	Member	Independent Director
Mr. Yashvardhan	Member	Joint Managing
Patil		Director
Mr. Nirmal Kolte	Member	Executive Director

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

Name of the Member	Designation	Category
Mrs. Sudha Navandar	Chairperson	Independent Director
Mr. Girish Vanvari	Member	Independent Director
Mr. Dhananjay	Member	Additional Director
Barve		(Independent)
Mr. Yashvardhan	Member	Joint Managing
Patil		Director
Mr. Nirmal Kolte	Member	Executive Director

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

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

19. Vigil Mechanism for Directors and Employees

The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy in Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, includes an Ethics S Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a

whistle blower through an e-mail or a letter to the Task Force or to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct whether by the Directors, employees, vendors or customers and to come forward and express these concerns without fear of punishment or unfair treatment. The report received from employees will be reviewed by Audit Committee. The Directors and Management Personnel are obligated to maintain confidentiality of such reporting and ensure that the whistle blowers are not subjected to any discriminatory practices. No person has been denied access to the Audit Committee.

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

20. Nomination and Remuneration Committee

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

Name of the Member	Designation	Category
Mr. Jayant Pendse	Chairman	Independent Director
Mr. Prakash Gurav	Member	Independent Director
Mr. Umesh Joshi	Member	Independent Director
Mr. Achyut Watve	Member	Independent Director
Mr. Girish Vanvari	Member	Independent Director
Mrs. Sudha Navandar	Member	Independent Director

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

Name of the Member	Designation	Category
Mr. Umesh Joshi	Chairman	Independent Director
Mr. Achyut Watve	Member	Independent Director
Mr. Girish Vanvari	Member	Independent Director
Mrs. Sudha Navandar	Member	Independent Director

21. Managerial Remuneration

The Details required as per Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure IV to the Directors report.

22. Employee Stock Option Scheme

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

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

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

23 Secretarial Audit Report

Pursuant to Section 204 of the Companies Act 2013, the Company had appointed M/s. SVD S Associates, Company Secretaries, Pune as its Secretarial Auditors to conduct the secretarial audit of the Company for the Financial Year 2023-24. The Report of Secretarial Auditor for the Financial Year 2023-24 is annexed to this report as Annexure VI. The Comments in Secretarial Audit Report are self-explanatory.

Kolte-Patil Integrated Townships Limited is the material subsidiary of the Company. Pursuant to the Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") as amended from time to time, the Secretarial Audit Report of material subsidiary is annexed to this report as Annexure VII.

24. Reporting of Frauds by the Auditors

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

25. Secretarial Standards

The Ministry of Corporate Affairs notified the Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2).

The Company complies with Secretarial Standards and guidelines issued by the Institute of Company Secretaries of India (ICSI).

26. Corporate Governance Certificate

The Report on Corporate Governance for the Financial Year 2023-24, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

The Company has obtained the Compliance certificate for the Financial Year 2023-24 from the Statutory Auditors i.e. M/s. S R B C S CO LLP for the compliance of conditions of corporate governance as stipulated in Regulation 34 (3) real with Part E of Schedule V of

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said certificate is an integral part of Corporate Governance Report and this Annual Report.

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

The BRSR of your Company for the Financial Year 202324 as required under Regulation 34(2)(f) of the Listing Regulations is presented in a separate section and forms an integral part of this Annual Report.

28. Risk Management Policy

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

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

29. Directors'' Responsibility Statement

Your Directors state that:

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

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2024 and of the losses of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a ''going concern'' basis;

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

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

30. Management''s Discussion And Analysis Report

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

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

The Company has adopted a Policy on Prevention and Redressal of Sexual Harassment at workplace. Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment of women at the workplace.

Status of Complaints received during the year under review:

Received during	Resolved	Pending at the year
the year		end
NIL	NIL	NIL

32. Dividend Distribution Policy

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

33. Credit Rating

The Company has obtained credit rating from CRISIL, which is as follows:

a) CRISIL A /Positive for the bank facilities of H695 Crores (Long Term) and CRISIL A1 for the bank facilities of H105 Crores (Short Term).

b) CRISIL A for Non-Convertible Debentures of H206.50 Crores.

c) CRISIL A for Non-Convertible Debentures of H113.65 Crores.

34. Maintenance of cost records

The Company is required to maintain cost records and have the cost records audited by a cost auditor as specified u/s 148 of the Act.

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

35. Other Disclosures

During the year under review:

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

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

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

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

36. Other Financial Disclosures

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

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

37. Acknowledgements

Your Directors take this opportunity to thank customers, vendors, Central and State Governments, business associates and bankers for their consistent support and co-operation to the Company. Your Directors take this opportunity to thank all the employees who have helped for sustained excellence in performance of the Company.

Finally, the Directors would like to convey their gratitude to the members for reposing their confidence and faith in the Company and its management

For and on behalf of the Board of Directors

Rajesh Patil

Date: 24 May 2024 Chairman and Managing Director Place: Dubai DIN 00381866

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Mar 31, 2023

The Directors have the pleasure in presenting 32nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31 March 2023.

1. Financial highlights Particulars	Consolidated FY 2022-23 FY 2021-22		(Rs. in Lakhs) Standalone FY 2022-23 FY 2021-22
Revenue from Operations	148,843	111,748	82,417	37,760
Operating Profit/(Loss) before interest, depreciation, amortization and taxes (EBITDA)	18,927	18,620	3,251	(1,618)
Depreciation and amortization	1,156	1,039	897	763
Interest and finance charges	4,067	5,003	3,754	4,806
Other income	3,259	1,902	2,064	2,034
Profit/(Loss) Before Tax (PBT)	16,963	14,480	664	(5,153)
Tax expenses	5,625	5,144	357	200
Profit/(Loss) After Tax (PAT)	11,338	9,336	307	(5,353)
Share of Profit / (Loss) of joint ventures, associates (net)	(154)	(159)	-	-
Exceptional Items	0	(692)	-	(335)
Add: Other Comprehensive Income	(22)	77	(16)	34
Total Comprehensive Income before NonControlling Interest	11,162	8,562	291	(5,654)
Less: Non-Controlling Interest	937	547	-	-
Profit/(Loss) after other Comprehensive Income	10,225	8,015	291	(5,654)
Earnings Per share (in H)	13.48	10.45	0.4	(7.48)

2. Performance of the Company

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

Financial Overview (Consolidated Performance)

Our revenues were increased by 33.20% at H148,843 lakhs during the year compared to H111,748 lakhs in the previous year. Earnings before Interest Taxes and Depreciation was increased by 1.65% at H18,927 lakhs as compared to H18,620 lakhs. EBITDA margins decreased from 16.67% to 12.72%

during the year. Total Comprehensive Income (post minority interest) increased to H10,225 lakhs compared to H8,015 lakhs in the previous year. Earnings per Share stood at H13.48 as compared to H10.45 last year.

Financial Overview (Standalone Performance)

Our revenues were increased by 118.27% at H82,417 lakhs during the year compared to H37,760 lakhs in the previous year. Earnings before Interest Taxes and Depreciation was increased to H3,251 lakhs as compared to H(1,618) lakhs in the previous year. EBITDA margins increased from

(4.28%) to 3.94% during the year. Total Comprehensive Income increased by 105.15% at H291 lakhs compared to H(5,654) lakhs in the previous year. Earnings per Share stood at H0.40 as compared to H(7.48) last year.

3. Dividend

The Board of Directors have recommended a Final Dividend of H4 per Equity Share for Financial Year 202223, subject to the approval of members in the ensuing 32nd Annual General Meeting.

4. Fixed Deposits

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

5. Share Capital

The paid-up Equity Share Capital as on 31 March 2023 stood at H7,600.44 Lakhs, which comprises of 7,60,04,409 Equity Shares of H10 each.

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

6. Issue of Debentures

The Company in April 2023, have issued the Secured, Non-Convertible Debentures as follows:

a. 14,000 (fourteen thousand) Secured, Unlisted, Redeemable Non- Convertible Debentures of face value H1,00,000/- each, on a private placement basis, aggregating to H140,00,00,000/- (Rupees One Hundred and Forty Crores Only), to India Realty Excellence Fund IV on 10 April 2023.

b. 20,650 (twenty thousand six hundred fifty) Senior, Secured, Listed, Rated, Redeemable Non-convertible debentures of face value H1,00,000/- each, on a private placement basis, aggregating H206,50,00,000/-(Rupees Two Hundred Six Crores and Fifty Lakhs Only), to Marubeni Corporation, Japan on 17 April 2023. These debentures are listed on BSE Limited w.e.f. 19 April 2023.

7. Internal Financial Controls

The Company has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The Management has periodically conducted the assessment of internal financial controls for determining operative effectiveness and the control were operating effectively. The internal financial controls were also reviewed by an Independent Auditor and found to be adequate and operating effectively for ensuring accuracy and completeness of the accounting records. No reportable material weaknesses were observed. The

report of Independent Auditor is annexed to the Auditors'' Report on Standalone Financial Statements.

8. Details of Subsidiary/Joint Ventures/ Associate Companies

During the year under review, the Company had formed subsidiary namely Kolte Patil Planet Kiwale Project Private Limited (Formerly known as Kolte-Patil Kiwale Project Private Limited) for development of real estate project. Consequent to the Share Subscription cum Share Holders Agreement (SSSHA) dated October 21, 2022, Kolte-Patil Planet Kiwale Project Private Limited ceases to be the Company''s wholly owned subsidiary and is now an Associate Company of the Company. The Company is currently holding 17% of the Equity Share Capital of Kolte-Patil Planet Kiwale Project Private Limited.

The Company has also acquired 100% equity shares of Sampada Realities Private Limited ("Sampada/SRPL") from independent third parties pursuant to share purchase agreements dated 10 August 2022 and 30 August 2022 for H6,477 lakhs and 10,096 Compulsorily Convertible Debentures (CCD) for H1,005 lakhs aggretating H7,482 lakhs. Sampada became a wholly owned subsidiary of the Company.

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

9. Directors and Key Managerial Personnel

Pursuant to Section 152 of the Companies Act, 2013 read with Article 167 of the Articles of Association of the Company, Mr. Milind Kolte - Executive Director (DIN: 00170760) and Mr. Yashvardhan Patil - Joint Managing Director (DIN: 06898270) will retire by rotation and being eligible, offered themselves for re-appointment at this ensuing 32nd Annual General Meeting.

Mr. Gopal Laddha resigned as Chief Financial Officer with effect from 28 November 2022.

Mr. Khiroda Jena was appointed as Chief Financial Officer of the Company with effect from 29 November 2022.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other Individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors. The Board has carried out an annual evaluation of its own performance, various committees and Individual directors.

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

The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at https://rb.gy/l28yo

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

10. Meetings of the Board of Directors

Eight (8) Board Meetings were held during the year and the gap between two meetings did not exceed four months. The dates on which the board meeting were held as follows:

1. 02 April 2022

2. 25 May 2022

3. 10 August 2022

4. 12 August 2022

5. 10 November 2022

6. 28 November 2022

7. 06 February 2023

8. 27 February 2023

11. Scheme of Amalgamation and Arrangement

The Board of Directors of the Company in its meeting held on 10 November 2022 have approved the proposed scheme of merger of its wholly owned subsidiary -Sampada Realities Private Limited with the Company. The Company has filed the scheme with regulatory authorities, for requisite approvals. The appointed date for the Scheme of Amalgamation is 31 August 2022

The Board of Directors of the Company in their meeting on 06 February 2023 have approved the change in appointed date for merger of its wholly owned subsidiaries Tuscan Real Estate Private Limited and PNP Agrotech Private Limited from April 1, 2021 to April 1, 2023. The Company has filed the scheme with regulatory authorities, for requisite approvals.

12. Statutory Auditors

The Members of the Company, at the at 27th Annual General Meeting held on 29 September 2018 have reappointed M/s Deloitte Haskins & Sells LLP as Statutory Auditors of the Company to hold the office till the conclusion of 32nd Annual General Meeting of the Company to be held in Calendar Year 2023 for the second term at such remuneration (exclusive of applicable taxes and reimbursement of out of pocket expenses) as fixed by the Board of Directors of the Company in consultation

with them. Accordingly, they will retire at the conclusion of 32nd Annual General Meeting.

Therefore, After evaluating and considering various factors such as industry experience, competency of the audit team, efficiency in conduct of audit, independence, etc., the Audit Committee and the Board of Directors at their respective meetings held on 25 May 2023, have recommended the appointment of M/s. S R B C & CO LLP, Chartered Accountants (LLP Registration No. AAB-4318, FRN - 324982E/E300003) for a first term of 5 (five) years from the conclusion of this 32nd AGM upto the conclusion of 37th AGM of the Company.

M/s. S R B C & CO LLP, Chartered Accountants have also confirmed, that they are not disqualified to be appointed as Auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

13. Contracts or arrangements with related parties

During the year under review, all transactions/ arrangements entered by the Company with related parties were in the ordinary course of business and on an arm''s length basis. The details of transactions are given in the Note No 46 in Notes to Accounts forming part of the Audited Standalone Financial Statement.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: https://bit.ly/3okfKzq

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

As the Company is not engaged in the manufacturing activities, the information related to Conservation of energy, technology absorption has not been provided.

The details of Foreign Exchange outgo are as follows:

(H in Lakhs)
Particulars	For Year ended 31 March 2023	For Year ended 31 March 2022
Travelling Expenses	21	4
Professional Fees	0	59
Total	21	63

15. Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments are given in Note No 7 and 35 in Notes to accounts forming part of the Audited Financial Statements.

16. Extract of the annual return

In accordance with Sections 92(3) read with 134(3)(a) of the Act, the Annual Return of the Company as on 31 March 2023 is available on the website of the Company at: https://bit.ly/3yVleWb

17. Corporate Social Responsibility (CSR)

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

18. Audit Committee

The Audit Committee of the Company comprises of following members:

Name of the Member	Designation	Category
Mr. Prakash Gurav	Chairman	Independent Director
Mr. Achyut Watve	Member	Independent Director
Mr. Girish Vanvari	Member	Independent Director
Mrs. Sudha Navandar	Member	Independent Director
Mr. Yashvardhan Patil	Member	Joint Managing Director
Mr. Nirmal Kolte	Member	Executive Director

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

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

19. Vigil Mechanism for Directors and Employees

The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy in Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct whether by the Directors, employees, vendors or customers and to come forward

and express these concerns without fear of punishment or unfair treatment. The report received from employees will be reviewed by Audit Committee. The Directors and Management Personnel are obligated to maintain confidentiality of such reporting and ensure that the whistle blowers are not subjected to any discriminatory practices. No person has been denied access to the Audit Committee.

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

20. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises of following members:

Name of the Member	Designation	Category
Mr. Jayant Pendse	Chairman	Independent Director
Mr. Prakash Gurav	Member	Independent Director
Mr. Umesh Joshi	Member	Independent Director
Mr. Achyut Watve	Member	Independent Director
Mr. Girish Vanvari	Member	Independent Director
Mrs. Sudha Navandar	Member	Independent Director

21. Managerial Remuneration

The Details required as per Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure IV to the Directors report.

22. Employee Stock Option Scheme

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees'' Stock Option Scheme of the Company in accordance with the applicable SEBI Guidelines.

The applicable disclosures as stipulated under the SEBI Guidelines as on 31 March 2023 (cumulative position) with regard to the Employees'' Stock Option Scheme (ESOS) are provided in Annexure V to this Report.

23. Secretarial Audit Report

Pursuant to Section 204 of the Companies Act 2013, the Company had appointed M/s. SVD & Associates, Company Secretaries, Pune as its Secretarial Auditors to conduct the secretarial audit of the Company for the Financial Year 2022-23. The Report of Secretarial Auditor for the Financial Year 2022-23 is annexed to this report as Annexure VI. The Comments in Secretarial Audit Report are self-explanatory.

Kolte-Patil Integrated Townships Limited (Formerly Known as Kolte-Patil I-Ven Townships (Pune) Limited), Tuscan Real Estate Private Limited and KPE Private Limited (Formerly known as Kolte-Patil Infratech Private Limited) are the material subsidiaries of the Company. Pursuant to the Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") as amended from time to time, the Secretarial Audit Report of material subsidiaries are annexed to this report as Annexure VII, Annexure VIII and Annexure IX respectively.

24. Secretarial Standards

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from 01 October 2017. The Company is in compliance with the revised secretarial standards.

25. Corporate Governance Certificate

The Report on Corporate Governance for the Financial Year 2022-23, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

The Company has obtained the Compliance certificate for the Financial Year 2022-23 from the Statutory Auditors i.e. M/s. Deloitte Haskins & Sells LLP for the compliance of conditions of corporate governance as stipulated in Regulation 34 (3) real with Part E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

The BRSR of your Company for the Financial Year 202223 as required under Regulation 34(2)(f) of the Listing Regulations is presented in a seperate section and forms an integral part of this Annual Report.

27. Risk Management Policy

The Company has constituted Risk Management Committee comprising 7 members, in which 4 members are Independent Directors. The Risk Management Committee has approved the Risk Management Policy. The Committee monitors the policy, ensures that the Company is acting appropriately to achieve prudent balance between the risk and reward and evaluates significant risk exposures and assesses the management''s actions to mitigate the exposures.

28. Directors'' Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31 March 2023, the applicable accounting standards read with requirements set out under

Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2023 and of the profit of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a ''going concern'' basis;

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

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

29. Management''s Discussion And Analysis Report

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

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

The Company has adopted a Policy on Prevention and Redressal of Sexual Harassment at workplace. Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment of women at the workplace.

Status of Complaints received during the year under review:

Received during	Resolved	Pending at the
the year		year end
NIL	NIL	NIL

31. Dividend Distribution Policy

The Company has framed the Dividend Distribution Policy and the same has been uploaded on the website of the Company at https://bit.ly/3Q9XPaP

Also, the Board of Directors at its meeting held on 25 May 2023 updated the Dividend Distribution Policy in order to

provide better guidance for the utilization of the retained earnings.

32. Credit Rating

The Company has obtained credit rating as A /Stable for the bank facilities of H695 Crores (Long Term), A1 for H105 Crores (Short Term) and A /Stable for Non-Convertible Debentures of H206.5 Crores from CRISIL.

33. Maintenance of cost records

The Company is required to maintain cost records and have the cost records audited by a cost auditor as specified u/s 148 of the Act.

Cost records have been prepared and maintained by the Company for FY 2022-23.

34. Acknowledgements

Your Directors take this opportunity to thank customers, vendors, Central and State Governments, business

associates and bankers for their consistent support and co-operation to the Company. Your Directors take this opportunity to thank all the employees who have helped for sustained excellence in performance of the Company.

Finally, the Directors would like to convey their gratitude to the members for reposing their confidence and faith in the Company and its management.

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Mar 31, 2022

Your Directors have the pleasure in presenting 31st Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31 March 2022.

1. Financial highlights

(H In Lakhs)
Particulars	Consolidated		Standalone
	FY 2021-22	FY 2020-21	FY 2021-22	FY 2020-21
Revenue from Operations	111,748	69,174	37,760	50,199
Operating Profit before interest, depreciation, amortization and taxes (EBITDA)	18,620	6,239	(1,618)	2,868
Depreciation and amortization	1,039	1,197	763	939
Interest and finance charges	5,003	7,030	4,806	5,574
Other Income	1,902	1,672	2,034	2,535
Profit Before Tax (PBT)	14,480	(316)	(5,153)	(1,110)
Tax expenses	5,144	68	200	(341)
Profit After Tax (PAT)	9,336	(384)	(5353)	(769)
Share of Profit / (Loss) of joint ventures, associates	(159)	(98)	-	-
(net)
Exceptional Items	(692)	-	(335)	-
Add: Other Comprehensive Income	77	61	34	54
Total Comprehensive Income before NonControlling Interest	8,562	(421)	(5,654)	(715)
Less: Non-Controlling Interest	547	70	-	-
Profit after other Comprehensive Income	8,015	(491)	(5,654)	(715)
Earnings Per share (in H)	10.45	(0.73)	(7.48)	(1.01)

2. Performance of the Company

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

Financial Overview (Consolidated Performance)

Our revenues were increased by 61.55% at H111,748 lakhs during the year compared to H69,174 lakhs in the previous year. Earnings Before Interest Taxes and Depreciation was increased by 198.44% at H18,620 lakhs as compared to H6,239 lakhs. EBITDA margins increased from 9.02% to 16.66% during the year. Total Comprehensive Income (post minority interest) increased to H8,015 lakhs compared to H(491) lakhs in the previous year. Earnings Per Share stood at H10.45 as compared to H(0.73) last year.

Financial Overview (Standalone Performance)

Our revenues were decreased by 24.78% at H37,760 lakhs during the year compared to H50,199 lakhs in the previous year. Earnings Before Interest Taxes and Depreciation was decreased to Rs. (1,618) lakhs

as compared to H2,868 lakhs in the previous year. EBITDA margins decreased to (4.3%) during the year. Total Comprehensive Income decreased by 690.77% at H(5,654) lakhs compared to H(715) lakhs in the previous year. Earnings Per Share stood at H(7.48) as compared to H(1.01) last year.

3. Dividend

The Board of Directors have recommended a Final Dividend of H2 per Equity Share for Financial Year 2021-22, subject to the approval of shareholders in the ensuing 31st Annual General Meeting.

4. Fixed Deposits

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

5. Share Capital

The paid-up Equity Share Capital as on 31 March 2022 stood at H7,600.44 Lakhs, which comprises of 7,60,04,409 Equity Shares of Rs. 10 each.

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

6. Internal Financial Controls

The Company has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The Management has periodically conducted the assessment of internal financial controls for determining operative effectiveness of controls. The internal financial controls were also reviewed by an Independent Auditor and found to be adequate and operating effectively for ensuring accuracy and completeness of the accounting records. No reportable material weaknesses were observed. The report of Independent Auditor is annexed to the Auditors'' Report on Standalone Financial Statements.

7. Details of Subsidiary/Joint Ventures/ Associate Companies

During the year under review, the Company has made investment in one subsidiary company namely Kolte-Patil Realtors Estate Private Limited (Formerly known as Woodstone Real Estate Private Limited).

Further, the Company has reduced its stake to 20% in Snowflower Properties Private Limited, hence Snowflower Properties Private Limited ceased as Subsidiary of the Company.

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

8. Directors and Key Managerial Personnel

Pursuant to Section 152 of the Companies Act, 2013 read with Article 167 of the Articles of Association of the Company, Mr. Naresh Patil - Vice Chairman (DIN: 00881077) and Mrs. Vandana Patil, Non-Executive Director (DIN: 00588888) will retire by rotation and being eligible, offered themselves for re-appointment at this ensuing 31st Annual General Meeting.

During the year under review, Mr. Yashvardhan Patil was appointed as Group Chief Executive Officer of the Company with effect from 12 June 2021 and ceased as Group Chief Executive Officer with effect from 08 September 2021. Mr. Rahul Talele was appointed as Group Chief Executive Officer by the Board of Directors with effect from 08 September 2021.

The Board of Directors in their meeting held on 08 September 2021 has appointed of Mr. Yashvardhan Patil as Whole Time Director Designated as Joint

Managing Director, subject to the approval of the shareholders in the ensuing 31st Annual General Meeting.

Mr. KN Swaminathan resigned as Chief Financial Officer with effect from 02 April 2022.

Mr. Gopal Laddha was appointed as Chief Financial Officer of the Company on 02 April 2022 by the Board of Directors.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other Individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors. The Board has carried out an annual evaluation of its own performance, various committees and Individual directors.

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

The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at https://bit.ly/3cADexS

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

9. Meetings of the Board of Directors

Eight (8) Board Meetings were held during the year and the gap between two meetings did not exceed four months. The dates on which the board meeting were held as follows:

i) 31 May 2021

ii) 12 June 2021

iii) 29 July 2021

iv) 11 August 2021

v) 08 September 2021

vi) 29 October 2021

vii) 22 December 2021

viii) 08 February 2022

10. Scheme of Amalgamation and Arrangement

The Board of Directors in their meeting held on 22 December 2021 has considered and approved merger of two wholly owned subsidiaries namely Tuscan Real Estate Private Limited and PNP Agrotech private Limited into the Company, demerger of the Retail business of its wholly owned subsidiary Kolte-Patil Properties Private Limited (Formerly known as Kolte-Patil Redevelopment private Limited) and merge the retail business into the Company, subject to necessary statutory approvals.

11. Statutory Auditors

M/s. Deloitte Haskins & Sells LLP (LLP Registration No. AAB-8737, FRN - 117366W/ W-100018), Chartered Accountants, Pune, were appointed as Statutory Auditors till the Annual General Meeting (AGM) to be held in the year 2023.

12. Contracts or arrangements with related parties

During the year under review, all transactions/ arrangements entered by the Company with related parties were in the ordinary course of business and on an arm''s length basis. The details of transactions are given in the Note No 47 in Notes to Accounts forming part of the Audited Standalone Financial Statement.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: https://bit.ly/3okfKzq

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

As the Company is not engaged in the manufacturing activities, the information related to Conservation of energy, technology absorption has not be provided.

The details of Foreign Exchange outgo are as follows:

(H In Lakhs)
Particulars	For Year ended	For Year ended
	31 March 2022	31 March 2021
Travelling Expenses	4	6
Professional Fees	59	59
Total	63	65

14. Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments are given in Note No. 5 and 36 in Notes to accounts forming part of the Audited Financial Statements.

15. Extract of the annual return

In accordance with Sections 92(3) read with 134(3) (a) of the Act, the Annual Return of the Company as on 31 March 2022 is available on the website of the Company at: https://bit.ly/3yVleWb

16. Corporate Social Responsibility (CSR)

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

17. Audit Committee

The Audit Committee of the Company comprises following members:

Name of the Member	Designation	Category
Mr. Prakash Gurav	Chairman	Independent Director
Mr. Achyut Watve	Member	Independent Director
Mr. Girish Vanvari	Member	Independent Director
Mrs. Sudha Navandar	Member	Independent Director
Mr. Yashvardhan Patil	Member	Joint Managing Director
Mr. Nirmal Kolte	Member	Executive Director

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

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

18. Vigil Mechanism for Directors and Employees

The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy in Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have

concerns about suspected misconduct whether by the Directors, employees, vendors or customers and to come forward and express these concerns without fear of punishment or unfair treatment. The report received from employees will be reviewed by Audit Committee. The Directors and Management Personnel are obligated to maintain confidentiality of such reporting and ensure that the whistle blowers are not subjected to any discriminatory practices. No person has been denied access to the Audit Committee.

The said policy can be accessed at https://bit.ly/3zjnWq2

19. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises of following members:

Name of the Member	Designation	Category
Mr. Jayant Pendse	Chairman	Independent Director
Mr. Prakash Gurav	Member	Independent Director
Mr. Umesh Joshi	Member	Independent Director
Mr. Achyut Watve	Member	Independent Director
Mr. Girish Vanvari	Member	Independent Director
Mrs. Sudha Navandar	Member	Independent Director

20. Managerial Remuneration

The Details required as per Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure IV to the Directors report.

21. Employee Stock Option Scheme

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees'' Stock Option Scheme of the Company in accordance with the applicable SEBI Guidelines.

The applicable disclosures as stipulated under the SEBI Guidelines as on 31 March 2022 (cumulative position) with regard to the Employees'' Stock Option Scheme (ESOS) are provided in Annexure V to this Report.

22. Secretarial Audit Report

Pursuant to Section 204 of the Companies Act 2013, the Company had appointed M/s. SVD & Associates, Company Secretaries, Pune as its Secretarial Auditors to conduct the secretarial audit of the Company for the Financial Year 2021-22. The Report of Secretarial

Auditor for the Financial Year 2021-22 is annexed to this report as Annexure VI. The Comments in Secretarial Audit Report are self-explanatory.

Kolte-Patil Integrated Townships Limited (Formerly Known as Kolte-Patil I-Ven Townships (Pune) Limited) and KPE Private Limited (Formerly known as Kolte-Patil Infratech Private Limited) are the material subsidiaries of the Company. Pursuant to the Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, the Secretarial Audit Report of material subsidiary is annexed to this report as Annexure VII and Annexure VIII respectively.

23. Secretarial Standards

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from 01 October 2017. The Company is in compliance with the revised secretarial standards.

24. Report on Corporate Governance

The Report on Corporate Governance for the Financial Year 2021-22, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report. The same covers the note on Show Cause Notice received from Securities and Exchange Board of India. Further, the Company has opted for the settlement process under the SEBI (Settlement Proceedings) Regulations, 2018 and the same is under process.

The Company has obtained the Compliance certificate for the Financial Year 2021-22 from the Statutory Auditors i.e. M/s. Deloitte Haskins & Sells LLP for the compliance of conditions of corporate governance as stipulated in Regulation 34 (3) real with Part E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

25. Risk Management Policy

The Company has constituted Risk Management Committee comprising 7 members, in which 4 members are Independent Directors. The Risk Management Committee has approved the Risk Management Policy. The Committee monitors the policy, ensures that the Company is acting appropriately to achieve prudent balance between the risk and reward and evaluates significant risk exposures and assesses the management''s actions to mitigate the exposures.

26. Directors'' Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31 March 2022, the applicable accounting standards read with requirements

set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2022 and of the loss of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a ''going concern'' basis;

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

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

27. Management''s Discussion And Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated in Regulation 34 (2) (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

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

The Company has adopted a Policy on Prevention and Redressal of Sexual Harassment at workplace. Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place

an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment of women at the workplace.

Status of Complaints received during the year under review:

Received during	Resolved	Pending at the
the year		year end
NIL	NIL	NIL

29. Credit Rating

The Company has obtained credit rating as ''A /Stable'' for the bank facilities of H600 Crores from CRISIL and ''ICRA A /Positive'' by ICRA for bank facilities of H473 Crores.

30. Acknowledgements

Your Directors take this opportunity to thank customers, vendors, Central and State Governments, business associates and bankers for their consistent support and co-operation to the Company. Your Directors take this opportunity to thank all the employees who have helped for sustained excellence in performance of the Company.

Finally, the Directors would like to convey their gratitude to the members for reposing their confidence and faith in the Company and its management.

For and on behalf of the Board of Directors

Rajesh Patil

Date: 25 May 2022 Chairman and Managing Director Place: Pune DIN 00381866

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Mar 31, 2018

Dear Members

The Directors have pleasure in presenting 27th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31 March .2018.

1. Financial highlights (Rs. in Lakhs)

Particulars	Consolidated		Standalone
	2017-18	2016-17	2017-18	2016-17
Revenue from Operations	140,272	96,382	67,110	53,332
Other Income	1,434	1,014	4,022	4,339
Total Income	141,706	97,396	71,132	57,671
Operating Profit before interest, depreciation, amortization and taxes (EBITDA)	31,689	24,821	20,978	17,250
Depreciation and amortization	1,536	1,485	645	622
Interest and finance charges	9,870	8,604	4,781	4,283
Profit Before Tax (PBT)	20,283	14,732	15,552	12,345
Tax expenses	4,926	6,244	5,061	3,874
Profit After Tax (PAT)	15,357	8,488	10,491	8,471
Add: Other Comprehensive Income	39	31	16	29
Total Comprehensive Income before Non-Controlling Interest	15,396	8,519	10,507	8,500
Less: Non-Controlling Interest	3,217	(231)	-	-
Profit after other Comprehensive Income	12,179	8,750	10,507	8,500
Earnings Per share (in Rs.)	16.03	11.51	13.84	11.18

2. Performance of the Company

The highlights of the company’s performance is as under:

Financial Overview (Consolidated Performance)

Our revenues increased by 45.53% at Rs.140,272 lakhs during the year compared to Rs.96,382 lakhs in the previous year. Expenses (excluding Finance cost) increased by 50.62% to RS.111,553 lakhs from RS.74,060 lakhs in the previous year. Earnings Before Interest Taxes and Depreciation increased by 27.67% at RS.31,689 lakhs as compared to RS.24,821 lakhs. EBITDA margins reduced from 25.75% to 22.59% during the year. Total Comprehensive Income (post minority interest) increased by 39.19% at RS.12,179 lakhs compared to Rs.8,750 lakhs in the previous year. Earnings Per Share stood at RS.16.03 as compared to RS.11.51 last year. Dividend of RS.2 per share, amounting to a payout of 12.45% of the year’s profits, has been recommended by the Board of Directors.

Financial Overview (Standalone Performance)

Our revenues in 2017-18 increased by 25.83% during the year at Rs.67,110 lakhs compared to RS.53,332 lakhs in the previous year. Earnings Before Interest Taxes and Depreciation increased by 21.61% at Rs.20,978 lakhs as compared to Rs.17,250 lakhs in the previous year. EBITDA margins decreased from 32.34% to 31.26% during the year. Profit with comprehensive income after Tax was increased by 23.61% at H.0,507 lakhs compared to RS.8,500 lakhs in the previous year. Earnings per Share increased during the year at HL3.84 as compared to RS.11.18.

3. Dividend

Your Directors have recommended a final dividend of RS.2 per equity share on 75,798,409 equity shares of RS.10 each. This dividend is subject to the approval of the members at the ensuing 27th Annual General Meeting.

4. Fixed Deposits

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

5. Share Capital

The paid-up Equity Share Capital as on 31 March .2018 stood at RS.7,579.84 Lakhs.

During the year under review, 23,500 Equity Shares has been issued under Employee Stock Option Scheme 2014 and the Company has not issued any shares with differential voting rights nor sweat equity.

During the year, the Company has not granted any stock options to employees of the Company. For details of stock options granted, refer Annexure VI of the Directors’ Report.

6. Internal Financial Controls

The Company has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The Management has periodically conducted the assessment of internal Financial Controls for determining operative effectiveness and the control were operating effectively. The internal financial controls were also reviewed by an Independent Auditor and found to be adequate and operating effectively for ensuring accuracy and completeness of the accounting records. There were no reportable material weaknesses observed. The report of Independent Auditor is annexed to the Auditors’ Report on Financial Statements.

7. Details of Subsidiary/Joint Ventures/ Associate Companies

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

8. Directors and Key Managerial Personnel

Pursuant to Section 152 of the Companies Act, 2013 read with Article 167 of the Articles of Association of the Company, Mrs. Vandana Patil - Non-Executive Director will retire by rotation and being eligible, offered herself for re-appointment at this ensuing Annual General Meeting.

During the year under review, there is no change in Board of Directors and Key Managerial Personnel.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors. The Board has carried out an annual evaluation of its own performance, various committees and individual directors.

The Board members are provided with necessary documents, reports and policies to enable them to familiarise with the Company’s procedures and practices. Periodic presentations are made at the Board and Committee Meetings, on business and performance up. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at http://www.koltepatil. com/investors/corporate-governance.

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

9. Meetings of the Board of Directors

Eight (8) Board Meetings were held during the year and the gap between two meetings did not exceed four months. The dates on which the board meeting were held as follows:

(1) 23 May 2017

(2) 30 May 2017

(3) 13 July 2017

(4) 11 August 2017

(5) 28 September 2017

(6) 07 November 2017

(7) 27 December 2017 and

(8) 13 February 2018.

10. Statutory Auditors

M/s. Deloitte Haskins & Sells LLP (LLP Registration No. AAB-8737, FRN - 117366W/ W-100018), Chartered Accountants, Pune, were appointed as statutory auditors till the Annual General Meeting (AGM) to be held in the year 2018.

The Board of Directors on the recommendation of Audit Committee has proposed re-appointment of M/s. Deloitte Haskins & Sells LLP (LLP Registration No. AAB-8737, FRN - 117366W/W-100018), Chartered Accountants, Pune for the period of Five (5) years from the conclusion of this 27th Annual General Meeting and to hold office until the conclusion of 32nd Annual General Meeting.

11. Contracts or arrangements with related parties

During the year under review, all transactions/ arrangements entered by the Company with related parties were in the ordinary course of business and on an arm’s length basis.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at the link: http://www.koltepatil.com/investors/ corporate-governance.

The details of all transactions/arrangement with related party are given in the Note No. 44 in Notes to Accounts forming part of the Audited Standalone Financial Statement.

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

As the Company is not engaged in the manufacturing activities, the information related to Conservation of energy, technology absorption has not be provided.

13. Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments are given in Note No. 5, 9 and 32 in Notes to accounts forming part of the Audited Financial Statements.

14. Extract of the annual return

Pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014, the extract of the annual return in Form No. MGT - 9 as provided in Annexure III form part of the Board’s report.

15. Corporate Social Responsibility (CSR)

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

16. Audit Committee

The Audit Committee of the Company comprises of following members:

Name of the Member	Designation	Category
Mr. Prakash Gurav	Chairman	Independent Director
Mr. Jayant Pendse	Member	Independent Director
Mr. G L Vishwanath	Member	Independent Director
Mrs. Manasa Vishwanath	Member	Independent Director
Mr. Umesh Joshi	Member	Independent Director
Mr. Milind Kolte	Member	Executive Director

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

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

17. Vigil mechanism for directors and employees

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.

The Company seeks to maintain the highest ethical and business standards in the course of its business and has put in place mechanism of reporting illegal or unethical behavior. Directors, employees, vendors or customers may report violations of the laws, rules, regulations or unethical conducting by writing to the notified person. The report received from employees will be reviewed by Audit Committee. The Directors and Management Personnel are obligated to maintain confidentiality of such reporting and ensure that the whistle blowers are not subjected to any discriminatory practices. No person has been denied access to the Audit Committee.

The said policy can be accessed at http://www. koltepatil.com/investors/corporate-governance.

18. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises of following members:

Name of the Member	Designation	Category
Mr. Jayant Pendse	Chairman	Independent Director
Mr. Prakash Gurav	Member	Independent Director
Mr. G. L. Vishwanath	Member	Independent Director
Mrs. Manasa Vishwanath	Member	Independent Director
Mr. Umesh Joshi	Member	Independent Director
Mrs. Sunita Kolte	Member	Non-Executive Director

19. Managerial Remuneration

The Details required as per Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure V to the Directors report.

20. Employee Stock Option Scheme

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees’ Stock Option Scheme 2014 of the Company in accordance with the applicable SEBI Guidelines.

The applicable disclosures as stipulated under the SEBI Guidelines as on 31 March .2018 (cumulative position) with regard to the Employees’ Stock Option Scheme (ESOS) are provided in Annexure VI to this Report.

21. Secretarial Audit Report

Pursuant to Section 204 of the Companies Act 2013, the Company had appointed M/s. SVD & Associates, Company Secretaries, Pune as its Secretarial Auditors to conduct the secretarial audit of the Company for the Financial Year 2017-18. The Report of Secretarial Auditor for the Financial Year 2017-18 is annexed to this report as Annexure VII.

The comments of the board on observations of the Secretarial Auditors are as follows:-

1) Inadvertently, there was a delay in transferring unclaimed dividend to Investor Education and Protection Funds in FY2016-17. In the future, the Company will ensure the timely compliance.

2) The Company has intimated to the Stock Exchange under Regulation 50 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, inadvertently, the Company has not given the reference of Regulation 60 in the intimations given to Stock Exchange for payment of interest and redemption of non-convertible debentures.

22. Secretarial Standards

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from 01 October 2017. The Company is in compliance with the revised secretarial standards.

23.Corporate Governance Certificate

Report on Corporate Governance for the Financial Year 2017-18, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

The Company has obtained the Compliance certificate for the Financial Year 2017-18 from the Statutory Auditors i.e. M/s. Deloitte Haskins & Sells LLP for the compliance of conditions of corporate governance as stipulated in Regulation 34 (3) real with Part E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

24. Risk management policy

The Company has constituted Risk Management Committee comprising 6 members, in whicRs.3 members are Independent Directors. The Risk Management Committee has approved the Risk Management Policy. The Committee monitors the policy, ensures that the Company is acting appropriately to achieve prudent balance between the risk and reward and evaluates significant risk exposures and assesses the management’s actions to mitigate the exposures.

25. Directors’ Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31 March .2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March .2018 and of the profit of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a ‘going concern’ basis;

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

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

26. Management’s Discussion And Analysis Report

Management’s Discussion and Analysis Report for the year under review, as stipulated in Regulation 34 (2) (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

27. Acknowledgements

Your Directors take this opportunity to thank customers, vendors, stakeholders, Central and State Governments, business associates and bankers for their consistent support and co-operation to the Company. Your Directors take this opportunity to thank all the employees. The employees have helped for sustained excellence in performance of the Company.

Finally, the Directors would like to convey their gratitude to the members for reposing their confidence and faith in the Company and its management.

For and on behalf of the Board of Directors,

Rajesh Patil

Date: 23 May 2018 Chairman and Managing Director

Place: Pune DIN 00381866

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Mar 31, 2017

To,

The Members,

The Directors have pleasure in presenting 26th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31 March, 2017.

1. Financial highlights (Rs. IN Lakhs)

Particulars	Consolidated		Standalone
	2016-17	2015-16	2016-17	2015-16
Revenue from Operations	96,561	75,375	53,448	21,578
Other Income	820	1,651	4,223	5,328
Total Income	97,381	77,026	57,671	26,906
Operating Profit before interest, depreciation, amortization and taxes (EBITDA)	24,821	21,493	17,250	10,247
Depreciation and amortization	1,485	1,518	622	476
Interest and finance charges	8,604	8,401	4,283	3,997
Profit Before Tax (PBT)	14,732	11,574	12,345	5,774
Tax expenses	6,244	5,348	3,874	1,297
Profit After Tax (PAT)	8,488	6,226	8,471	4,477
Add: Other Comprehensive Income	31	89	29	13
Total Comprehensive Income before Non-Controlling Interest	8,519	6,315	8,500	4,490
Less: Non-Controlling Interest	(231)	360	-	-
Profit after other Comprehensive Income	8,750	5,955	8,500	4,490
Earnings Per share (in Rs.)	11.51	7.77	11.18	5.91

2. Performance of the Company

The Company has adopted Indian Accounting Standard (Ind AS) with effect from 1 April 2016, pursuant to the notification of the Companies (Indian Accounting Standard) Rules,2015 issued by the Ministry of Corporate Affairs. Previous year figures have been restated to conform to Ind AS.

The highlights of the Company’s performance is as under:

Financial Overview (Consolidated Performance)

Our revenues were increased by 28.11% at RS.96,561 lakhs during the year compared to RS.75,375 lakhs in the previous year. Expenses (excluding Finance cost) increased by 29.79% to RS.74,045 lakhs from RS.57,051 lakhs in the previous year. Earnings Before Interest Taxes and Depreciation was increase by 15.48% at RS.24,821 lakhs as compared to RS.21,493 lakhs. EBITDA margins reduced from 28.51% to 25.70% during the year. Total Comprehensive Income (post minority interest) was increase by 46.94% at RS.8,750 lakhs compared to RS.5,955 lakhs in the previous year. Earnings Per Share stood at RS.11.51 as compared to RS.7.77 last year. Dividend of RS.1.60 per share, amounting to a payout of 13.86% of the year’s profits, has been recommended by the Board of Directors.

Financial Overview (Standalone Performance)

Our revenues in 2016-17 increased by 147.70% during the year at RS.53,448 lakhs compared to RS.21,578 lakhs in the previous year. Earnings Before Interest Taxes and Depreciation increased by 68.34% at RS.17,250 lakhs as compared to RS.10,247 lakhs in the previous year. EBITDA margins decreased from 47.49% to 32.27% during the year. Profit with comprehensive Income after Tax was increased by 89.31% at RS.8,500 lakhs compared to RS.4,490 lakhs in the previous year. Earnings per Share increased during the year at RS.11.18 as compared to RS.5.91.

3. Dividend

Your Directors have recommended a final dividend of RS.1.60 per equity share on 7,57,74,909 equity shares of RS.10 each. This dividend is subject to the approval of the members at the ensuing 26th Annual General Meeting.

4. Fixed Deposits

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

5. Share Capital

The paid-up Equity Share Capital as on 31 March, 2017 stood at RS.7,577.49 Lakhs. During the year under review, the Company has not issued any shares with differential voting rights nor sweat equity.

During the year, the Company has not granted any stock options to senior employees of the Company. For details of stock options granted, refer Annexure VI of the Directors’ Report.

6. Internal Financial Controls

The Company has adequate internal financial controls with reference to financial statements. The internal financial controls were also reviewed by an Independent Auditor and found to be adequate and operating effectively for ensuring accuracy and completeness of the accounting records. There were no reportable material weaknesses observed. The report of Independent Auditor is annexed to the Auditors’ Report on Financial Statements.

7. Details of Subsidiary/Joint Ventures/ Associate Companies

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

During the year under review, the Company has increased its stake from 50.001% to 100% in Bellflower Properties Private Limited. Now, Bellflower Properties Private Limited is 100% Wholly Owned Subsidiary of the Company.

8. Scheme of Amalgamation

The Company has obtained the members approval by way of postal ballot and e-voting for scheme of amalgamation for merger of Olive Realty Private Limited, Yashowardhan Promoters and Developers Private Limited, Corolla Realty Limited and Jasmine Hospitality Private Limited (Wholly Owned Subsidiaries) with the Company. The result of postal ballot and e-voting was declared on 02 April 2016. The National Company Law Tribunal, Mumbai Bench has approved the scheme of amalgamation on 09 March 2017 and the certified copy of the order was issued on 03 April 2017. The appointed date is 01 January 2016. The financial impact due to merger has been disclosed in the notes to accounts.

9. Directors and Key Managerial Personnel

Pursuant to Section 152 of the Companies Act, 2013 read with Article 167 of the Articles of Association of the Company, Mr. Milind Kolte -Executive Director will retire by rotation and being eligible, offered himself for re-appointment at this ensuing Annual General Meeting.

During the year under review, Mr. Gopal Sarda was appointed as Chief Executive Officer - Mumbai and Group President of the Company by the Board of Directors in their meeting held on 15 June 2016 and further he was promoted to Group Chief Executive Officer by the Board of Directors in their meeting held on 03 February 2017

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

The Board members are provided with necessary documents, reports and policies to enable them to familiarize with the Company’s procedures and practices. Periodic presentations are made at the Board and Committee Meetings, on business and performance up. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at http:// www.koltepatil.com/investors/corporate-governance.

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

10. Meetings of the Board of Directors

Seven Board Meetings were held during the year and the gap between two meetings did not exceed four months. The dates on which the board meeting were held as follows:

(1) 28 May 2016,

(2) 15 June 2016,

(3) 06 September 2016,

(4) 19 November 2016,

(5) 03 December 2016,

(6) 18 January 2017 and

(7) 03 February 2017.

11. Statutory Auditors

M/s. Deloitte Haskins & Sells LLP (LLP Registration No. AAB-8737,FRN - 117366W/ W-100018), Chartered Accountants, Pune, were appointed as statutory auditors till the Annual General Meeting (AGM) to be held in the year 2018, subject to ratification of their appointment at every AGM.

12. Contracts or arrangements with related parties

During the year under review, all transactions/arrangements entered by the Company with related parties were in the ordinary course of business and on an arm’s length basis.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at the link: http://www.koltepatil.com/investors/corporate-governance.

The details of all transactions/arrangement with related party are given in the Note No. 45 in Notes to Accounts forming part of the Audited Financial Statement.

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

As the Company is not engaged in the manufacturing activities, the information related to Conservation of energy, technology absorption has not be provided.

14. Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments are given in Note No. 50 and 11 in Notes to accounts forming part of the Audited Financial Statement.

15. Extract of the annual return

Pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014, the extract of the annual return in Form No. MGT - 9 as provided in Annexure III form part of the Board’s report.

16. Corporate Social Responsibility (CSR)

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

17. Audit Committee

The Audit Committee of the Company comprises of following members:

Name of the Member	Designation	Category
Mr. Prakash Gurav	Chairman	Independent Director
Mr. Jayant Pendse	Member	Independent Director
Mr. G. L. Vishwanath	Member	Independent Director
Mrs. Manasa Vishwanath	Member	Independent Director
Mr. Umesh Joshi	Member	Independent Director
Mr. Milind Kolte	Member	Executive Director

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

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

18. Vigil mechanism for directors and employees

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.

The Company seeks to maintain the highest ethical and business standards in the course of its business and has put in place mechanism of reporting illegal or unethical behavior. Directors, employees, vendors or customers may report violations of the laws, rules, regulations or unethical conducting by writing to the notified person. The report received from employees will be reviewed by Audit Committee. The Directors and Management Personnel are obligated to maintain confidentiality of such reporting and ensure that the whistle blowers are not subjected to any discriminatory practices. No person has been denied access to the Audit Committee.

The said policy can be accessed at http://www.koltepatil. com/investors/corporate-governance.

19. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises of following members:

Name of the Member	Designation	Category
Mr. Jayant Pendse	Chairman	Independent Director
Mr. Prakash Gurav	Member	Independent Director
Mr. G. L. Vishwanath	Member	Independent Director
Mrs. Manasa Vishwanath	Member	Independent Director
Mr. Umesh Joshi	Member	Independent Director
Mrs. Sunita Kolte	Member	Non-Executive Director

20. Managerial Remuneration

The Details required as per Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure V to the Directors report.

21. Employee Stock Option Scheme

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees’ Stock Option Scheme of the Company in accordance with the applicable SEBI Guidelines.

The applicable disclosures as stipulated under the SEBI Guidelines as on 31 March, 2017 (cumulative position) with regard to the Employees’ Stock Option Scheme (ESOS) are provided in Annexure VI to this Report.

22. Secretarial Audit Report

Pursuant to Section 204 of the Companies Act 2013, the Company had appointed M/s. SVD & Associates, Company Secretaries, Pune as its Secretarial Auditors to conduct the secretarial audit of the Company for the Financial Year 201617. The Report of Secretarial Auditor for the Financial Year 2016-17 is annexed to this report as Annexure VII.

23. Corporate Governance Certificate

Report on Corporate Governance for the Financial Year 2016-17, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

The Company has obtained the Compliance certificate for the Financial Year 2016-17 from the Statutory Auditors i.e. M/s. Deloitte Haskins & Sells LLP for the compliance of conditions of corporate governance as stipulated in Regulation 34 (3) real with Part E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

24. Risk management policy

The Company has constituted Risk Management Committee comprising 6 members, in which 3 members are Independent Directors. The Risk Management Committee has approved the Risk Management Policy. The Committee monitors the policy, ensures that the Company is acting appropriately to achieve prudent balance between the risk and reward and evaluates significant risk exposures and assesses the management’s actions to mitigate the exposures.

25. Directors’ Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31 March 2017, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2017 and of the profit of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a ‘going concern’ basis;

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

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

26. Management’s Discussion And Analysis Report

Management’s Discussion and Analysis Report for the year under review, as stipulated in Regulation 34 (2) (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

27. Acknowledgements

Your Directors take this opportunity to thank customers, vendors, stakeholders, Central and State Governments, business associates and bankers for their consistent support and co-operation to the Company. Your Directors take this opportunity to thank all the employees. The employees have helped for sustained excellence in performance of the Company.

Finally, the Directors would like to convey their gratitude to the members for reposing their confidence and faith in the Company and its management.

For and on behalf of the Board of Directors,

Rajesh Patil

Date: 30 May 2017 Chairman and Managing Director

Place: Pune DIN 00381866

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Mar 31, 2015

Dear members

The Directors have pleasure in presenting 24th Annual Report on the business and operations of the Company and the Financial Statement for the year ended 31 March 2015.

1. Financial highlights (Rs. in Lakhs)

Particular Consolidated

2014-15 2013-14

Revenue from Operations 69,664 76,422

Other Income 1,171 1,516

Total Income 70,835 77,938

Operating Profit before interest, depreciation, amortization

and taxes (EBITDA) 20,437 22,082

Depreciation and amortization 1,006 708

Interest and finance charges 4,396 4,567

Profit Before Tax (PBT) 16,206 18,323

Tax expenses 6,021 6,632

Profit After Tax (PAT) 10,185 11,691

Minority Interest 3,653 2,487

Profit for the year 6,532 9,204

Earnings Per share (in Rs.) 8.62 12.15



Particular Standalone

2014-15 2013-14

Revenue from Operations 16,837 18,723

Other Income 4,278 4,403

Total Income 21,115 23,126

Operating Profit before interest, depreciation, amortization

and taxes (EBITDA) 4,289 3,664

Depreciation and amortization 392 175

Interest and finance charges 3,160 2,729

Profit Before Tax (PBT) 5,015 5,163

Tax expenses 6,52 525

Profit After Tax (PAT) 4,363 4,638

Minority Interest - -

Profit for the year 4,363 4,638

Earnings Per share (in Rs.) 5.76 6.12

2. Performance of the Company

The highlights of the company's performance as under: Financial Overview (Consolidated Performance)

Our revenues were lower by 9.00% at Rs. 69,664 lakhs during the year compared to Rs. 76,422 lakhs in the previous year. Expenses also reduced by 9.00% to Rs. 50,233 lakhs from Rs. 55,047 lakhs in the previous year. Earnings Before Interest Taxes and Depreciation was lower by 7% at Rs. 20,437 lakhs as compared to Rs. 22,082 lakhs. EBITDA margins expanded from 28.9% to 29.3% during the year. Profit After Tax (post minority interest) was lower by 29% at Rs. 6,532 lakhs compared to Rs. 9,204 lakhs in the previous year. Earnings Per Share stood at Rs. 8.62 as compared to Rs. 12.15 last year. Dividend of Rs. 2.00 per share, amounting to a payout of 23.00% of the year's profits, has been recommended by the Board of Directors.

We recorded new sales bookings of 2.9 million square feet during the year, higher by 38%, against 2.1 million square feet in the previous year. The value of area sold was Rs. 1,67,796 lakhs, up 46% as compared to Rs. 1,15,040 lakhs in the previous year. The average sales price realization stood at Rs. 5,871 per square foot during the year as compared to Rs. 5,412 per square foot in the previous year, higher by 8%.

Financial Overview (Standalone Performance)

Our revenues in 2014-15 were lower by 10% during the year at Rs. 16,837 lakhs compared to Rs. 18,723 lakhs in the previous year. Earnings Before Interest Taxes and Depreciation increased by 17% at Rs. 4,289 lakhs as compared to Rs. 3,664 lakhs in the previous year. EBITDA margins expanded from 19.6% to 25.5% during the year. Profit After Tax was lower by 6% at Rs. 4,363 lakhs compared to Rs. 4,638 lakhs in the previous year. Earnings Per Share stood at Rs. 5.76 as compared to Rs. 6.12.

3. Dividend

Your Directors have recommended a final dividend of Rs. 2 per equity share on 7,57,74,909 equity shares of Rs. 10 each. This dividend is subject to the approval of the members at the ensuing 24th Annual General Meeting.

4. Allotment of Non-Convertible Debentures

During the year under review, the Company has allotted 700 Senior Secured Rated Listed Taxable Redeemable Non- Convertible Debentures of Rs. 1,000,000 each fully paid through private placement. The Company has created Debenture Redemption Reserve of Rs. 583 Lakhs.

5. Fixed Deposits

During the year under review, the Company has not accepted any fixed deposits under the provisions of the Companies Act, 2013 ("the Act”) and the Company has repaid all the fixed deposits accepted under the provisions of the Companies Act, 1956. There is no default in repayment of any deposits/interest thereon.

6. Internal financial controls

The Company has adequate internal financial controls with reference to financial statements.

7. Details of Subsidiary/Joint Ventures/ Associate Companies

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

8. Directors and Key Managerial Personnel

Pursuant to Section 152 of the Act, read with Article 167 of the Articles of Association of the Company, Mr. Naresh Patil - Vice Chairman (DIN 00881077) will retire by rotation and being eligible, offered himself for re-appointment at this ensuing Annual General Meeting.

During the year under review, Mrs. Shraddha Jain was appointed as Chief Financial Officer of the Company by the Board of Directors in their meeting held on 18 October 2014.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

The Board members are provided with necessary documents, reports and policies to enable them to familiarise with the Company's business. Periodic presentations are made at the Board and Committee Meetings, on business and performances. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at http://www.koltepatil.com/investors/corporate- governance.

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

9. Meetings of the Board of Directors

Eight Board Meetings were held during the year and the gap between two meetings did not exceed four months. The dates on which the board meeting were held as follows:

20 May 2014, 28 June 2014, 13 August 2014, 18 October 2014, 11 December 2014, 16 January 2015, 23 January 2015 and 21 March 2015.

10. Statutory Auditors

M/s. Deloitte Haskins & Sells LLP (LLP Registration No. AAB- 8737, FRN - 117366W/W-100018), Chartered Accountants, Pune hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act, and that they are not disqualified for re-appointment. The Board of Directors recommend their appointment.

11. Contracts or arrangements with related parties

During the year under review, all transactions/arrangements entered by the Company with related parties were in the ordinary course of business and on an arm's length basis. All Related Party Transactions are approved by the Audit Committee.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://www.koltepatil.com/investors/corporate-governance.

The details of all transactions/arrangement with related party are given in the Note No. 41 in Notes to Accounts forming part of the Audited Finance Statement.

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

As the Company is not engaged in the manufacturing activities, the information related to Conservation of energy, technology absorption has not been provided.

The details of Foreign Exchange earnings and outgo are given in Note No. 31 in Notes to accounts forming part of the Audited Financial Statements.

13. Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments are given in Note No. 13 and 47 in Notes to accounts forming part of the Audited Financial Statements.

14. Extract of the annual return

Pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules 2014, the extract of the annual return in Form No. MGT - 9 as provided in Annexure III.

15. Corporate Social Responsibility (CSR)

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

16. Audit Committee

The Audit Committee of the Company comprises the following members:

Name of the Member Designation Category

Mr. Prakash Gurav Chairman Independent Director

Mr. Achyut Watve Member Independent Director

Mr. Jayant Pendse Member Independent Director

Mr. G L Vishwanath Member Independent Director

Mrs. Manasa Vishwanath Member Independent Director

Mr. Milind Kolte Member Executive Director

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

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

17. Vigil mechanism for directors and employees

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.

The Company seeks to maintain the highest ethical and business standards in the course of its business and has put in place mechanism of reporting illegal or unethical behavior. Directors, employees, vendors or customers may report violations of the laws, rules, regulations or unethical conducting by writing to the notified person. The report received from employees will be reviewed by Audit Committee. The Directors and Management Personnel are obligated to maintain confidentiality of such reporting and ensure that the whistle blowers are not subjected to any discriminatory practices. No person has been denied access to the Audit Committee.

The said policy can be accessed at http://www.koltepatil.com/ investors/corporate-governance.

18. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises of following members:

Name of the Member Designation Category

Mr. Jayant Pendse Chairman Independent Director

Mr. Prakash Gurav Member Independent Director

Mr. G. L. Vishwanath Member Independent Director

Mr. Achyut Watve Member Independent Director

Mrs. Manasa Vishwanath Member Independent Director

Mr. Milind Kolte Member Executive Director

19. Managerial Remuneration

The Details required as per Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure V.

20. Employee Stock Option Scheme

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees' Stock Option Scheme of the Company in accordance with the applicable SEBI Guidelines.

The applicable disclosures as stipulated under the SEBI Guidelines as on 31 March 2015 (cumulative position) with regard to the Employees' Stock Option Scheme (ESOS) are provided in Annexure VI.

21. Secretarial Audit Report

Pursuant to Section 204 of the Companies Act 2013, the Company had appointed M/s. SVD & Associates, a Firm of Practicing Company Secretaries, Pune as its Secretarial Auditors to conduct the secretarial audit of the Company for the FY 2014-15. The Report of Secretarial Auditor for the FY 2014-15 is annexed to this report as Annexure VII.

22. Corporate Governance Certificate

Report on Corporate Governance for the FY 2014-15, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

The Company has obtained the Compliance certificate for the FY 2014-15 from the statutory auditors i.e. M/s. Deloitte Haskins & Sells LLP for the compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement.

23. Risk management policy

The Company has constituted Risk Management Committee comprising 6 members, of which 3 members are Independent Directors. The Risk Management Committee has approved the Risk Management Policy. The Committee monitors the policy, ensures that the Company is acting appropriately to achieve prudent balance between the risk and reward and evaluates significant risk exposures and assesses the management's actions to mitigate the exposures.

24. Directors' Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31 March 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2015 and of the profit of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a 'going concern' basis;

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

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

25. Management's Discussion And Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

26. Acknowledgements

Your Directors take this opportunity to thank customers, fixed deposit holders, vendors, stakeholders, Central and State Governments, business associates and bankers for their consistent support and co-operation to the Company. Your Directors take this opportunity to thank all the employees for consistently delivering quality to our customers. The employees have worked with the principles of honesty, integrity, fair play and helped ensure a sustained excellence in performance of the Company.

Finally, the Directors would like to convey their gratitude to the members for reposing their confidence and faith in the Company and its management.

For and on behalf of the Board of Directors,

Rajesh Patil Pune Chairman and Managing Director 26 May 2015 DIN 00381866

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Mar 31, 2014

The Members

The Directors have pleasure in presenting 23rd Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended on 31st March 2014.

The Company is engaged in various segments namely Real Estate Development, Hospitality and Retail. However, in the financial year 2013-14, there was only one reportable segment namely Real Estate Development.

Financial Highlights:

(Rs. In Lakhs)

Particulars Consolidated Standalone 2013-14 2012-13 2013-14 2012-13

Revenue from Operations 76,422 72,748 18,723 18,141

Other Income 1,516 3,653 4,403 4,963

Total Income 77,938 76,401 23,126 23,104

Profit before interest, depreciation, 23,598 22,858 8,067 10,055 amortization and taxes (EBITDA)

Depreciation and amortization 708 587 175 147

Interest and finance charges 4,567 3,634 2,729 984

Profit Before Tax 18,323 18,637 5,163 8,924

Tax expenses 6,632 6,246 525 2,357

Prof it After Tax 11,691 12,391 4,638 6,567

Minority Interest 2,487 1,647 -- --

Profit for the year 9,204 10,744 4,638 6,567

Earnings Per share (inRs.) 12.15 14.18 6.12 8.37

Dividend

Your Directors had declared and paid interim dividend ofRs. 1.50 per share on 7,57,74,909 equity shares during the year under review. Further, your Directors have recommended a final dividend of Rs. 1.60 per equity share on 7,57,74,909 equity shares ofRs. 10 each. This dividend is subject to the approval of the members at the forthcoming 23rd Annual General Meeting to be held on September 13, 2014.

During the year, the Company has paid/recommended dividend aggregating to Rs. 3.10 per share i.e. 31% of the Face Value of the Equity Shares of Rs. 10 each.

Projects underdevelopment

"Life Republic" is situated at Jambhe, NearHinjewadi, Pune. The phase-l (approx. 150 acres) of the Life Republic project consists of various sectors i.e. 1/2/3 BHK Apartments, Row Houses, Twin Bungalows. The construction of various sectors of the phase 1 is completed more than 80% and the Company expects to deliver the possession before November 2014. Also, the Company has completed a substantial infrastructure of the project. The Company has received location clearance for Phase II of the project and applied for the requisite approvals. The phase 1 of the project is almost sold out.

"Ivy Estates" is located at Wagholi, Pune comprising Development form of 1 BHK to Independent Villas. It is spread across over approx. 73 acres of lush green surroundings. During the year, the company has completed the construction of 19 Lakhs sq. ft. saleable area in 1st phase and also developed the substantial infrastructure for IVY estate project. In respect of 2nd phase the Company has applied for requisites approvals, it is expecting all required approvals in the middle of FY 2014-15. The 1st phase of the project is almost sold out and the Company has given the possession of more than 1000 units. The Company is expecting good response for the proposed 2nd phase.

"24K Jazz (24K Glitterati II)" is another masterwork by 24K brand, based near the iconic Glitterati project. This project is designed for people who are born to indulge in extravagant luxury. The charismatic features and sen- sational design evidently elevate 24K Glitterati Phase II to the next level of architectural brilliance. The project is pre-launched and the company expects good response.

"Tuscan Estate" is located on the eastern side of the Pune city having many IT companies in the vicinity. The project consists of 3 BHK Luxury Apartments and 4 BHK penthouses. The total saleable area is approx. 129,400 sq. ft. The phase 1 of project is almost sold out and construction of phase I is completed and the company has given the possession to the flat owners. The construction of 2nd phase is in progress. The Directors foresee a good response for the 2nd phase of the project.

"Down Town" is located at Kharadi. The project consists of residential and commercial buildings. The project is divided into several parts namely Beryl, Cheryl and Langston (Residential Buildings) Arissa Avenues (Com- mercial Buildings). The Beryl project phase - 2 has been sold out to the extent of 65% and the project is expected to be completed by June 2015. The Cheryl project phase -2 is sold out to the extent of 55% and expected to be completed by May 2015. The Langston project is 80% sold out and expected to be completed by May 2015. The Arissa Avenues is 100% sold out and nearing completion. City vista is the new feather in our cap. Located in the Downtown, it comprises office space and retail ranging from area 708 to 5000 sq. ft. The project is 60% sold out and possession is expected to be given around December 15 onwards.

"Florence" is a residential project at NIBM Road, Pune. The Company had completed its phase I i.e. Margosa Heights. During the year, the Company had launched the Phase II of the project named as "Florence" comprising saleable area of approx. 540,000 sq. ft. The construction is in progress. The Company has received an excellent response for the project as it offers ambience of natural beauty while being closely connected to the essential necessities of life.

"24K Glamore" is not just any other project. It is being conceived with a purpose to appeal to rich taste. Located in the area of 45-acre Hills and Dales. 24K Glamore promises quality of life with a wide and well developed roads and ready to use amenities, beautiful villas in the vicinity, landscaped gardens with unique water bodies and rejuvena- tion facilities make sure you are always surrounded with the best that life has to offer.

"Three Jewels" is the project that is considered as gateway to prosperity. The Project is coming up near peaceful but well-connected Katraj - Kondhwa Road. Three Jewels enjoys complete social infrastructure and excellent con- nectivity to all important parts of the city. Spread across 35 acres, it features 1, 2 and compact 3 bedroom apart- ments and excellent lifestyle amenities.

Three Jewels is a home for everyone who wants to enjoy the benefits of living in a city without having to put up with the chaotic life. The homes with amenities and atmosphere full of serenity; offers everything that needs to enjoy life in every sense.

We have reserved more than 50% area of the project for open spaces which offers fresh air and closeness to nature and gardens. Every home gets beautiful views of the amenity space or surrounding majestic hills. The Company has launched the project and received an overwhelming response.

Projects Highlights - Bangalore

"Raaga" thoughtfully designed, competitively priced quality homes comprising 2 and 3 BHK on Kannur Road near Thanissandra, Bangalore. Raaga is spread over 4.5 acres and having saleable area of approx. 6,51,769 sq. ft. and will comprise 12 blocks to be built in two phases. These 590 homes offer optimal value in terms of location, conve- nience, lifestyle and price. The Company has launched the phase 1 of the project and obtained the commencement certificate for the project and construction has started. The Company foresee a good response for the project.

"Mirabilis" is a upcoming luxury residential project situated at Horamavu - Banaswadi Road, Bangalore having saleable area of approx. 7,84,066 sq. ft. The Company has applied for the requisite approvals.

Projects in Mumbai

Link Palace Co-operative Housing Society Limited is the company''s first project in Mumbai. Link Palace is located in the western suburb of Mumbai on Khar-Linking Road, next to shopping arcades and premium branded showrooms like Benetton, Tommy Hilfiger, OVS etc. The project has a plot area of 1,594 square meters with the company hav- ing an economic interest of -20,000 square feet. Jay Vijay CHS is the second project located at Ville Parle East, having a total plot size of 8,979 square meters with the company having an economic interest of 1.6 lakh square

feet. The second project, Jumbo Darshan, is located in Andheri East, with a total plot size of 7,077 square meters with the company having an economic interest of 1.1 lakh square feet. The Company will commence construction on Link Palace by mid-FY2015 and will launch the other two projects once the requisite approvals are in place.

Projects in Goa

"Mar Esmeralda" is designed in a contemporary interpretation of Goan Architecture; it offers 62 residences with the finest of luxury features. At these finely crafted 3 BHK homes, even time stretches luxuriously in ap- preciation of life. The living spaces are designed to stretch the definition of luxury. Surrounded in pristine greens, Mar Esmeralda is located close to some of the best beaches in Goa. The beach life is just a walk away. Mar Esmeralda is the perfect residential destination, bringing together the highlights of Goan life. The Project is launched in June 2014 and the construction has been commenced and the Company foresees a good response.

The projects namely Life Republic, Ivy Estates, Tuscan Estates, Down Town, Florence and Three Jewels are de- veloped under Special Purpose Vehicle and rest of the Projects are developed by the Company.

Directors

During the year under review, Mr. Prakash Gurav has been appointed as Additional Director (Non-Executive Inde- pendent Director) with effect from August 13, 2014 and the Board recommends his appointment for the approval of members in the ensuing 23rd Annual General Meeting. Mr. Manish Doshi - Non Executive Independent Director has been resigned from the Board with effect from August 13, 2014.

The current composition of Board of Directors is as follows:

1. Mr. Rajesh Patil - Chairman and Managing Director

2. Mr. Naresh Patil - Vice Chairman

3. Mr. Milind Kolte - Executive Director

4. Mrs. Sunita Kolte - Executive Director

5. Mrs. Vandana Patil -Executive Director

6. Mr. Achyut Watve - Non Executive Independent Director

7. Mr. Jayant Pendse - Non Executive Independent Director

8. Mr. G L Vishwanath - Non Executive Independent Director

9. Mrs. Manasa Vishwanath - Non Executive Independent Director

10. Mr. Prakash Gurav- Non Executive Independent Director

Pursuant to Section 152 of the Companies Act, 2013 read with the Article 167 of Articles of Association of the Com- pany, Mrs. Vandana Patil, Mrs. Manasa Vishwanath and Mr. Jayant Pendse retire by rotation and being eligible, have offered themselves for re-appointment at the ensuing 23rd Annual General Meeting.

The Profile of Directors seeking appointment and re-appointment, as required under clause 49 of the Listing Agree- ment, has been annexed to the Notice of the 23rd Annual General Meeting.

Subsidiary Companies

The Company has 13 subsidiary Companies as on 31st March 2014 namely, Tuscan Real Estate Private Limited, Kolte-Patil Real Estate Private Limited, Bellflower Properties Private Limited, Snowflower Properties Private Lim- ited, Yashowardhan Promoter and Developers Private Limited, Jasmine Hospitality Private Limited, Sylvan Acres Realty Private Limited, Lilac Hospitality Private Limited, Olive Realty Private Limited, PNP Retail Private Limited, PNP Agrotech Private Limited, Regenesis Facility Management Company Private Limited and Regenesis Project Management Company Private Limited.

Particulars under section 212 of the Companies Act, 1956

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors'' Report, Balance Sheet and Statement of Profit and Loss of its subsidiaries to its Annual Report. The Ministry of Corporate Affairs vide its General Circular No. 2/2011 dated 8th February 2011 has granted exemption for not attaching Annual Report of Subsidiary Companies provided that, such Companies publish the Audited Consolidated Financial Statement in the Annual Report. Your Company has complied with all the requirements of the circular of Ministry and accordingly, the Annual Report does not contain the Financial Statements of the above Subsidiary Companies. The audited annual accounts and related information of subsidiaries will be made available upon request. These documents will also be available for inspection during business hours at our Registered Office in Pune, Maharashtra, India.

The financial details of the Subsidiary Companies, as well as the extent of holding as required under the aforesaid General Circular, are provided in Annexure I to the Directors'' Report.

Amalgamation of Oakwoods Hospitality Private Limited

Pursuant to the Scheme of Amalgamation as approved by High Court, Bombay, Oakwoods Hospitality Private Limited (a Wholly Owned Subsidiary of the Company) has been merged with the Company with effect from April 01, 2013. The High Court, Bombay has approved the scheme vide their order dated March 18, 2014 with effect from April 01, 2013. The all the assets and liabilities have been transferred with effect from April 01, 2013 in the books of the Company. The detailed note on amalgamation is given in point no. 33 in ''Notes to Accounts'' forming part of the Audited Financial Statements.

Fixed Deposits

Your Company had been accepting Fixed Deposits for a period of 1 year, 2 years and 3 years. The Management is thankful to all the investors for participating in the scheme and for the faith reposed in the Company.

The outstanding Fixed Deposits accepted as on 31st March 2014 stood at Rs. 1265 Lakhs as against Rs. 1691 Lakhs in the previous year. For the year ended 31st March 2014, your Company has mobilized deposits aggregating to Rs.235 Lakhs (Previous yearRs. 982 Lakhs). None of the deposits which have matured and claimed have remained unpaid. Pursuant to the provisions of the Companies Act, 2013, the Company will be repaying the outstanding fixed deposits by March 31, 2015.

Investors'' Relation and Grievances

The Company has a Shareholders'' and Investors'' Grievance Committee which addresses the issues relating to investors. There were no investor grievances pending as on 31st March 2014. A confirmation to this effect has been received from the Company''s Registrar and Share Transfer Agent. The details regarding the investor complaints received and resolved during the year are mentioned in the Report on Corporate Governance annexed to this report.

Directors'' Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state that:

- In preparation of these accounts, the accounting standards made applicable by Institute of Chartered Accoun- tants of India have been followed.

- We selected appropriate accounting policies which have been applied consistently and have made judgments and estimates that are reasonable and prudent so as to ensure that the accounts give a true and fair view of the state of affairs of the Company as at 31st March 2014 and of the profit of the Company for the year ended on that date.

- We have taken a proper and sufficient care for maintenance of appropriate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and defecting frauds and other irregularities.

- The accompanying financial statements of the Company have been prepared on a going concern basis.

Auditors

The Auditors of the Company M/s. Deloitte Haskins & Sells LLP (Firm Registration No. 117366W/W-100018), Chartered Accountants, Pune retire at the ensuing Annual General Meeting. They have confirmed their eligibility and willingness to accept appointment, if re-appointed. Your Directors recommend their re-appointment.

Human Resources

As we work towards building a sustainable organization, the two primary focus areas are to build a culture of meritoc- racy and customer centricity. Thus HR will focus on creating and implementing the building blocks towards this goal.

This year, we aim to intensify focus on employees having clarity on their roles and responsibilities, creating job awareness and driving employee accountability.

HR will focus on driving the variable compensation which will be linked to individual as well as organization perfor- mance. This concept will be further drilled down by defining interfaces required with different functions by putting RACI for key processes and ensuring that the process owners work cohesively, as an integrated team.

In order to build a motivating workforce, this year we intend to roll out the Employee Reward and Recognition pro- gram that will ensure that attributes beyond performance are recognized and rewarded.

To ensure that we build a sustainable organisation that can support our growth and expansion plans, creating a leadership pipeline, is one of our key focus area. This will entail developing leadership and business competencies for employees across the various levels. We will continue to recruit from recognized institutions. We plan to procure training software that will help us train our employees on business competencies.

HR will focus on building capabilities by using the Capability Maturity Model in order to ensure that our goals and Objectives are achieved.

Conservation of Energy, Technology absorption, Foreign Exchange Earnings and Outgo

As the Company is not engaged in the manufacturing activities, the information related to Conservation of Energy and Technology absorption as required under Section 217(1)(e)ofthe Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, therefore, these details have not provided.

The details of Foreign Exchange earnings and Outgo are given in point no. 30 in ''Notes to Accounts'' forming part of the Audited Financial Statements.

Particulars of the Employees

A statement required under Section 217(2A) of the Companies Act, 1956 has been furnished herein as Annexure II and forms a part of this Report.

Report on Corporate Governance

Your Directors adhere to the requirements set out in Clause 49 of the Listing Agreement with Stock Exchanges. Report on Corporate Governance as stipulated in the said Clause is annexed and forms a part of this Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreement is annexed hereto and forms a part of this Report.

Acknowledg ments

Your Directors take this opportunity to thank customers, fixed deposit holders, vendors, stakeholders, Central and State Governments, business associates and bankers for their consistent support and co-operation to the Company. Your Directors take this opportunity to thank all the employees for consistently delivering quality to our customers. The employees have worked with the principles of honesty, integrity, fair play and helped ensure a sustained excel- lence in performance of the Company.

Finally, the Directors would like to convey their gratitude to the members for reposing their confidence and faith in the Company and its management.

For and on behalf of the Board

Pune Rajesh Patil Date: August 13, 2014 Chairman and Managing Director

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Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting 22nd Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended on 31st March 2013.

The Company is engaged in various segments namely Real Estate Development, Hospitality and Retail. However, in the financial year 2012-13, there was only one reportable segment namely Real Estate Development.

Financial Highlights

(Rs. In Lakhs)

Particulars 2012-13 2011-12

Net Sales and Other Income 23,103.67 11,430.28

Less: Expenditure 13,049.21 6,561.23

Less: Financial Charges 924.42 620.47

Less: Depreciation/Amortization 146.16 127.37

Profit Before Tax 8,924.42 4,121.22

Less: Provision for taxation 2,357.35 1,084.39

Profit for the period 6,567.07 3,036.83

Add: Balance of Profit and Loss Account brought forward from the previous year 31,128.84 29,804.79

Profit available for appropriation 37,695.91 32,841.62

Appropriations:

Transfer to General Reserve 656.71 367.72

Proposed Dividend including Interim Dividend Paid (includes tax on dividend) 3078.37 1,409.08

Balance carried to Balance Sheet 33,960.83 31,064.82

During the year under review, the total revenue of the Company stood at Rs. 23,103.67 Lakhs as compared to Rs. 11,430.28 Lakhs in the previous year, an increase of 102.13%. The Profit before Tax for the year ended 31st March, 2013 stood at Rs. 8,924.42 Lakhs as compared to Rs. 4,121.22 Lakhs in the corresponding period of the previous year, an increase of 116.55%.The profit after Tax was Rs. 6,567.07 Lakhs, compared to Rs. 3,036.84 Lakhs during 2011-12, an increase of 116.25%.

Dividend

Your Directors has declared and paid interim dividend of Rs. 2.00 per share on 7,57,74,909 equity shares during the year under review. Further, your Directors have recommended a final dividend of Rs. 1.50 per equity share on 7,57,74,909 equity shares of Rs. 10 each. This dividend is subject to the approval of the members at the forthcoming 22nd Annual General Meeting to be held on 27th July, 2013.

During the year, the Company has recommended dividend aggregating to Rs. 3.5 per share i.e.35% of the Face Value of the Equity Shares of Rs. 10 each.

Projects under development

Projects Highlights - Pune

"Life Republic" is situated at Jambhe, Near Hinjewadi, Pune. During the year under review, the phase I (approx. 150 acres) of the project consisting 1/2/3 BHK Apartments, Row Houses, Twin Bungalows has received the overwhelming response. The Company has sold 96% of the units in the project. The construction is under development and expected to be completed by March 2014 along with infrastructural developments. The project has received "Realty Plus Marketing Award" for "Innovative Real Estate Marketing Campaign of the Year".

"Ivy Estates" is located at Wagholi, Pune comprising of mixed Development of 1 BHK to Independent Villas. It is spread across over approx. 73 acres of lush green surroundings. During the year under review, 91% of the units in phase 1 have been sold out. Now, the Company is planning to launch the next phase of the project consisting apartments and villas and approximate saleable area approx. 2.5 million sq. ft. The project has won two awards namely "Best Affordable/Budget Housing Developers of the Year-West India" which is a National Level Award, at the 4th Estate Summit and Awards, West India Edition organized by the Bloomberg TV Group and "Best Affordable/ Budget Housing Project 2012 - Pune" which is a City Level Award, organized by RR Kabel & CNBC channel at the "CNBC AWAAZ REAL ESTATE AWARDS 2012".

"Glitterati" is an ongoing project of the Company which is located at just 4 kms away from Pune''s major IT hub, Hinjewadi Infotech Park. The project offers finest homes, extraordinary in terms of location, engineering, designing and amenities. This project has exclusive, river-facing homes starting from 2,000 sq. ft. going all the way up to 6,000 sq. ft., 5 towers offer 3 and 4 bedroom super luxurious apartments, garden homes and 5 bedroom duplex penthouses with terrace deck, garden and a private pool. The phase I of the project is almost sold out and the possession and hand over process is started. You Director foresee a good response for the next phase of the project.

"Tuscan Estate" is located on the eastern side of the Pune city having many IT companies in vicinity. The project consists of 3 BHK Luxury Apartments and 4 BHK penthouses. The total saleable area is approx. 129,400 sq. ft. The project is almost 85% sold out and expected to be completed by August 2013.

"Down Town" is located at Kharadi. The project consists of residential and commercial buildings. The project is divided into several parts namely Beryl, Cheryl and Langston (Residential Buildings) Arissa Avenues (Commercial Buildings). The Beryl is 90% sold out and expected to be completed by June 2013. The Cheryl is 85% sold out and expected to be completed by May 2014. The Langston is 75% sold out and expected to be completed by May 2014. The Arissa Avenues is 70% sold out and the construction is in progress.

"Florence" is a residential project at NIBM Road, Pune. The Company had completed its phase I i.e. Margosa Heights. During the year, the Company had launched the Phase II of the project named as "Florence" comprising of saleable area approx. 540,000 sq. ft. The Company had received a good response for the project as it offers ambience of natural beauty while being closely connected to the essential necessities of life.

"Green Olive" is a 2 and 3 BHK Luxurious Apartments project which is located at Hinjewadi, where style and luxury merge beautifully to form the perfect home. The phase 1 of the project is almost sold out and the possession and hand over process is started. City Centre is a commercial project in Hinjewadi with multiple space size offerings spread across 52,000 sq. ft. The project is ready for possession.

"Allura" (24K) is a creme de la creme project that seeks to add a world-rich edge to your lifestyle. From the aesthetic bent of the layouts to the selection of amenities, from the lush landscaping to the stylish tiles beneath your feet - even the minutest detail is underlined by a delicate blend of good taste, worldliness, sophistication and subtlety. The Company has completed the Phase I of the project. Total saleable area of Phase I is 2,80,000 sq. ft and the Phase I is almost sold out. The Construction is in progress. The Company is planning to launch the Phase II of the Project. "City Bay" is a commercial project of the Company situated at Boat Club Road, Pune with total saleable area of approximately 95,000 sq. ft. The project is almost sold out and expected to be complete by June 2013.

Projects Highlights - Bangalore

"Utsav Raaga" thoughtfully designed, competitively priced quality homes comprising 2 & 3 BHK on Kannur Road near Thanissandra, Bangalore. Raaga is spread over 4.5 acres and will comprise 12 blocks to be built in two phases. These 590 homes offer optimal value in terms of location, convenience, lifestyle and price. The Company has launched the phase 1 of the project and obtained the commencement certificate for the project and construction has been started.

"Alyssa" is a commercial project of the Company located on the plush Richmond Road at Bangalore with total saleable area of approximately 43,000 sq. ft. The ground and mezzanine floor is being considered as showroom space and the upper floors for office use. The Building Structure is ready for fit outs and "Occupancy Certificate" for the building completion has been obtained from Authorities.

"The Classique" is a commercial project located on Sarjapura Main Road, Koramangala III Block, Bangalore. The building consists of double basement plus ground plus 9 floors and having total saleable area of approximately 1,98,000 sq. ft. The Construction is in progress.

The projects namely Life Republic, Ivy Estates, Tuscan Estates, Down Town, Florence and Green Olive are developed under Special Purpose Vehicle and rest of the Projects are developed by the Company.

Directors

During the year under review, the Board has appointed Mrs. Vandana Patil as Executive Director of the Company. Further, there is no change in the composition of the Board of Directors.

Pursuant to Section 256 of the Companies Act, 1956 read with the Article 167 of Articles of Association of the Company, Mr. Milind Kolte, Mrs. Sunita Kolte and Mr. G. L. Vishwanath; Directors, retire by rotation and being eligible, have offered themselves for re-appointment at the ensuing Annual General Meeting.

The Profile of Directors seeking appointment and re-appointment, as required under clause 49 of the Listing Agreement, has been annexed to the Notice of the 22nd Annual General Meeting.

Subsidiary Companies

The Company has 14 subsidiary Companies as on 31st March, 2013 namely, Tuscan Real Estate Private Limited, Kolte-Patil Real Estate Private Limited, Bellflower Properties Private Limited, Yashowardhan Promoter and Developers Private Limited, Oakwoods Hospitality Private Limited, Jasmine Hospitality Private Limited, Sylvan Acres Realty Private Limited, Lilac Hospitality Private Limited, Olive Reality Private Limited, Snowflower Properties Private Limited, PNP Retail Private Limited, PNP Agrotech Private Limited, Regenesis Facility Management Company Private Limited and Regenesis Project Management Company Private Limited.

Particulars under section 212 of the Companies Act, 1956

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors'' Report, Balance Sheet and Statement of Profit and Loss of its subsidiaries to its Annual Report. However, Ministry of Corporate Affairs vide its General Circular No. 2/2011 dated 8th February, 2011 has granted exemption for not attaching Annual Report of Subsidiary Companies provided that, such Companies publish the Audited Consolidated Financial Statement in the Annual Report. Your Company has complied with all the requirements of the circular of Ministry and accordingly, the Annual Report does not contain the Financial Statements of the above Subsidiary Companies. The Consolidated Financial Statements present a full and fair picture of the state of affairs and the financial condition. The audited annual accounts and related information of subsidiaries will be made available upon request. These documents will also be available for inspection during business hours at our Registered Office in Pune, Maharashtra, India. The financial details of the Subsidiary Companies, as well as the extent of holding as required under the aforesaid General Circular, are provided in Annexure I to the Directors'' Report.

Fixed Deposits

Your Company has been accepting Fixed Deposits for a period of 1 year, 2 years and 3 years. The Company has received an overwhelming response from the investors. The Shareholders of the Company, Senior Citizens, Flat Owners of Kolte-Patil group, Handicapped Persons, Armed Force Personnel and Employees of Kolte-Patil Group are entitled to receive an additional 0.50% rate of interest on the deposits invested with the Company. The Management of the Company is thankful to all the investors for participating in the scheme and for the faith reposed in the Company. Fixed Deposits accepted as on 31st March, 2013 stood at Rs. 1691.25 Lakhs as against Rs. 909.22 Lakhs in the previous year. For the year ended 31st March, 2013, your Company has mobilized deposits aggregating to Rs. 982.35 Lakhs (Previous year Rs. 510.85 Lakhs). None of the deposits which have matured and claimed have remained unpaid.

Investors'' Relation and Grievances

The Company has a Shareholders'' and Investors'' Grievance Committee which addresses the issues relating to investors. There were no investor grievances pending as on 31st March, 2013. A confirmation to this effect has been obtained from the Company''s Registrar and Share Transfer Agent. The details regarding the investor complaints received and resolved during the year are mentioned in the Report on Corporate Governance annexed to this report. Directors'' Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state that:

- In preparation of these accounts, the accounting standards made applicable by Institute of Chartered Accountants of India have been followed.

- We selected appropriate accounting policies which have been applied consistently and have made judgments and estimates that are reasonable and prudent so as to ensure that the accounts give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date.

- We have taken a proper and sufficient care for maintenance of appropriate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and defecting frauds and other irregularities.

- The accompanying financial statements of the Company have been prepared on a going concern basis. Auditors

The Statutory Auditors of the Company M/s. S P C M & Associates, Chartered Accountants, Pune has express their unwillingness to continue as Statutory Auditors of the Company. Hence, the Board of Directors of the Company on the recommendation of Audit Committee, subject to the approval of members, has consider the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, Pune as Statutory Auditors of the Company in place of retiring auditors M/s. S P C M & Associates, Chartered Accountant, Pune to hold the office from the conclusion of this ensuing Annual General Meeting until the conclusion of the next Annual General Meeting on such remuneration as may be agreed between the Board and/or Audit Committee and the Auditors. The Board recommends appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, Pune as Statutory Auditors of the Company.

Human Resources

Since inception, Kolte-Patil has always viewed its people working in the organization as its great and the most valued asset. Throughout the year, the Company has introduced several employee related initiatives aimed at enhancing productivity, morale and motivation with greater focus on development and retention of the ''Quality'' talent. The Company has conducted various Training and Development Programs and organized welfare activities for all levels across the functions to help employees get comfortable in their jobs. Few major activities are;

- We have conducted various activities for the employees like; Free Eye-Check-UP Camp, Free Physiotherapy Camp, Birthday Celebration, Awareness program of Safety & Health conducted for Labours, Adventurous Outing, Navratri Celebration, Blood Donation Camp at Different sites, Medical Checkup of HOD''s, Women''s Day Celebration, First aid Training program and Safety week celebration, etc.

- As HR Functioning is changing with time & with this change Training & Development activities are now equally important to modify them with the changing scenario. The Company has undertaken various training programmes for the development of employees at all levels like; Managerial Effectiveness, Time Management, Corporate Grooming and business etiquettes, Sale workshop, Best Safety practices, project Management Training and Special Initiative we have taken is providing spiritual training on Positive Emotions and Positive thinking.

- Now a day''s face of the Appraisal system in the organization has also changed and the focus of the organization is turning to performance management system and specifically to individual performance. Based on performance the employees are recognized in the organization.

- Building a talent pipeline has been an important initiative for the Company. The Company is recruiting management students and Fresh engineers from Top Institutes.

All of these things help strengthen employee involvement and boost the overall morale of the workplace and we at KPDL are continuously striving for employee satisfaction for better productivity.

The total employee''s strength at group level, as on 31st March, 2013 is 889 as compared to 818 in the previous year.

Conservation of Energy, Technology absorption, Foreign Exchange Earnings and Outgo

As the Company is not engaged in the manufacturing activities, the information related to Conservation of Energy and Technology absorption as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, therefore, the details has not provided. The details of Foreign Exchange earnings and Outgo are given in point no. 15 in ''Notes to Accounts'' forming part of the Audited Annual Accounts.

Particulars of the Employees

A statement required under Section 217(2A) of the Companies Act, 1956 has been furnished herein as Annexure II and forms a part of this Report.

Report on Corporate Governance

Your Directors adhere to the requirements set out in Clause 49 of the Listing Agreement with Stock Exchanges. Report on Corporate Governance as stipulated in the said Clause is annexed and forms a part of this Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreement is annexed hereto and forms a part of this Report.

Acknowledgments

Your Directors take this opportunity to thank customers, fixed deposit holders, vendors, stakeholders, Central and State Governments, business associates and bankers for their consistent support and co-operation to the Company. Your Directors take this opportunity to thank all the employees for rendering high quality service to all the Company''s customers. The employees have worked with the principles of honesty, integrity, fair play and helped ensure a sustained excellence in performance of the Company.

Finally, the Directors would like to convey their gratitude to the members for reposing their confidence and faith in the Company and its management.

For and on behalf of the Board

Mumbai Rajesh Patil

Date: June 21, 2013 Chairman and Managing Director

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Mar 31, 2012

The Directors have pleasure in presenting 21st Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended on 31st March, 2012.

The Company is engaged in various segments namely Real Estate Development, Hospitality and Retail. However, in the financial year 2011-12, there was only one reportable segment namely Real Estate Development.

Financial Highlights

(Rs.in Lakhs)

Particulars 2011-121 2010-11

Net Sales and Other Income 11,430.29 15,144.51

Less: Expenditure 6,561.24 7,074.79

Less: Financial Charges 620.47 466.27

Less: Depreciation/Amortization 127.37 116.56

Profit Before Tax 4,121.21 7,486.89

Less: Provision for taxation 1,084.39 2,222.29

Profit After Tax 3,036.82 5,264.60

Add: Balance of Profit and Loss Account brought forward from the previous 29,804.79 26,349.29

year

Profit available for appropriation 32,841.61 31,613.89

Appropriations:

Transfer to General Reserve 367.72 400.00

Proposed Dividend (includes tax on dividend) 1,409.08 1,409.08

Balance carried to Balance Sheet 31,064.81 29,804.81

Performance Review

Your Company has always endeavored to enhance lives by creating great places to live and work. Your Company is one of the leading real estate developers with over two decades of real estate experience. From last 21 years, it has been engaged in the development of integrated townships and other large mixed-use and stand-alone developments in the residential, commercial and retail segments. It has taken lead in promoting the affordable housing segment of the residential property market. The business is being carried on by the Company on its own as well through various joint venture partners.

During the year under review, the total revenue of the Company stood at Rs 11,430.29 Lakhs as compared to Rs 15,144.51 Lakhs in the previous year. In the last year's total revenue, there was one off item i.e. sale of plot of Rs 6,661 Lakhs. The Profit Before Tax for the year ended 31st March, 2012 stood at Rs 4,121.21 Lakhs as compared to Rs 7,486.89 Lakhs in the corresponding period of the previous year. The Profit After Tax was Rs 3,036.82 Lakhs, compared to Rs 5,264.60 Lakhs during 2010-11.

Dividend

Your Directors have recommended a dividend of Rs 1.60 per equity share on 75774909 equity shares of Rs 10 each. This dividend is subject to the approval of the members at the forthcoming 21st Annual General Meeting to be held on 28thJuly, 2012.

Projects

Glitterati is an ongoing project of the Company which is located at just 4 kms away from Pune's major IT hub, Hinjewadi InfoTech Park, offers irresistible super lavish couture homes, flaunting unfathomable reservoir of luxury, style and beauty having total saleable area of approx. 455,000 sq. ft. During the year under review, the Company had received a good response for the project.

Green Olive is a 2 and 3 BHK Luxurious Apartments project which is located at Hinjewadi, where style and luxury merge beautifully to form the perfect home for you.

Utsav Raaga thoughtfully designed, competitively priced quality homes comprising 2 & 3 BHK on Kannur Road near Thanissandra, Bangalore. Raaga is spread over 4.5 acres and will comprise 12 blocks to be built in two phases. These 590 homes offer optimal value in terms of location, convenience, lifestyle and price. The excavation work completed and the footing work is under progress for phase I.

City Bay is a commercial project of the Company situated at Boat Club Road, Pune with total saleable area of approximately 95,000 sq. ft. The Construction of the project has been started. The Company had received a good response for the project.

Alyssa is a commercial project of the Company located on the plush Richmond Road at Bangalore with total saleable area of approximately 43,000 sq. ft. The ground and mezzanine floor is being considered as showroom space and the upper floors for office use. The building will be ready for fit-outs by June 2012.

Kormangala is a commercial project located on Sarjapura Main Road, Koramangala III Block, Bangalore. The building consists of double basement plus ground plus 9 floors and having total saleable area of approximately 1,98,000 sq. ft. The excavation work completed and the footing work is under progress.

Joint Venture Projects

Corolla Realty Limited is developing a project namely Umang and IVY Estate which is located at Wagholi, Pune comprising of mixed Development of 1 BHK to Independent Villas. It is spread across over approx. 73 acres of lush green surroundings. The Phase-I is almost sold out and two phases have been delivered namely Umang-I and Ivy villas are ready for possession. During the year under review, the Company has received an encouraging response for Ivy Estate. The Phase-I of Ivy Estates is almost half completed and the Company is planning to deliver another 1200 units possession by next year. Your Directors foresee good response for the next phase of Ivy Estate.

Kolte-Patil I-Ven Townships (Pune) Limited is developing approx. 400 acres township named as "Life Republic" at Jambhe, Near Hinjewadi, Pune. During the year under review, the phase I (approx. 150 acres) of the project has been launched consisting 1/2/3 BHK Apartments, Row Houses, Twin Bungalows. The Phase I of the Project is divided into various sectors such as Sector R2 consisting Twin Bungalows, Sector R4 consisting 2/3 BHK Apartments, Sector R6 consisting 1 BHK Apartments and Sector R7 consisting 2/3 BHK Apartments. During the year under review, the Company has received the overwhelming response for the project.

Directors

During the year under review, the Board has appointed Mrs. Vandana Patil and Mrs. Manasa Vishwanath as an additional Director with effect from 16th January, 2012 and 17th January, 2012 respectively. Both the Directors hold office upto the date of forthcoming 21stAnnual General Meeting. The approval of members is sought for their appointment.

Pursuant to Section 256 of the Companies Act, 1956 read with the Article 167 of Articles of Association of the Company, Mr. Manish Doshi and Mr. Achyut Watve; Directors, retire by rotation and being eligible, have offered themselves for re-appointment at the ensuing Annual General Meeting.

The Profile of Directors seeking appointment and re-appointment, as required under Clause 49 of the Listing Agreement, has been annexed to the Notice of the 21st Annual General Meeting.

Subsidiary Companies

The Company has 14 subsidiary Companies as on 31st March 2012 namely, Regenesis Project Management Company Private Limited, Sylvan Acres Realty Private Limited, Yashowardhan Promoters and Developers Private Limited, Tuscan Real Estate Private Limited [Formerly known as I-Ven Kolte-Patil Projects (Pune) Private Limited], Regenesis Facility Management Company Private Limited, Oakwoods Hospitality Private Limited, Olive Realty Private Limited, Lilac Hospitality Private Limited, Jasmine Hospitality Private Limited, Bellflower Properties Private Limited, PNP Retail Private Limited, Kolte-Patil Real Estate Private Limited, Snow flower Properties Private Limited and PNP Agrotech Private Limited.

Particulars under section 212 of the Companies Act, 1956

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors' Report, Balance Sheet and Profit and Loss Account of its subsidiaries to its Annual Report. However, Ministry of Corporate Affairs has vide its General Circular No. 2/2011 dated 8th February 2011 granted exemption for not attaching Annual Report of Subsidiary Companies provided that, such Companies publish the Audited Consolidated Financial Statement in the Annual Report. Your Company has complied with all the requirements of the circular of Ministry and accordingly, the Annual Report does not contain the Financial Statements of the above Subsidiary Companies. The Consolidated Financial Statements present a full and fair picture of the state of affairs and the financial condition. The audited annual accounts and related information of subsidiaries will be made available upon request. These documents will also be available for inspection during business hours at our Registered Office in Pune, Maharashtra, India.

The financial details of the Subsidiary Companies, as well as the extent of holding as required under the aforesaid General Circular, are provided in Annexure III to the Directors' Report.

A brief summary of the activities carried out by the Subsidiary Companies are as follows:

Kolte-Patil Real Estate Private Limited is a Joint Venture Company for the development of project at Kharadi, Pune. During the financial year under review, the Company has completed its Victorious Kidss Education School, (IB School) project. The residential and commercial projects of the Company at Kharadi, Pune have been prelaunch during the year. The Company has received a very good response for the residential project.

Tuscan Real Estate Private Limited [formerly known as I-Ven Kolte-Patil Projects (Pune) Private Limited] is a Joint Venture Company which is developing a residential project- "Tuscan Estate" admeasuring approximately 12 acres in Kharadi, Pune. The project is located on the eastern side of the Pune city having many IT companies in vicinity. The project consists of 3 BHK Luxury Apartments and 4 BHK penthouses. The total saleable area is approx. 129,400 sq. ft. During the year under review, the Company had received a good response, especially because of the quality of the product and location. The project is being promoted as "Collage Homes" which is collage of many features like location, internal planning, specifications, elevation, landscaping etc.

Bellflower Properties Private Limited is Joint Venture Company developing the residential project at NIBM Road, Pune. The Company had completed its phase I i.e. Margosa Heights. During the year, the Company had launched the Phase II of the project named as "Florence" comprising of saleable area approx. 540,000 sq. ft. The Company had received a good response for the project as it offers ambience of natural beauty while being closely connected to the essential necessities of life.

Yashowardhan Promoters and Developers Private Limited is a Wholly Owned Subsidiary which is developing a residential project at Vishrantwadi, Pune. The Company had received a good response for the phase II of its residential project Dew Drops.

PNP Retail Private Limited is a Subsidiary Company. PNP Retails are neighborhood stores that cater to the daily and weekly top-up shopping needs of customers regarding fruits and vegetables, food and non-food fast moving consumer goods, staple and frozen food items, personal and home care products.

Regenesis Project Management Company Private Limited is a Wholly Owned Subsidiary which has been set up primarily to provide project management services.

Sylvan Acres Realty Private Limited is a Joint Venture Company set up for investment in Township project at Pune.

Lilac Hospitality Private Limited is a Wholly Owned Subsidiary set up for providing hospitality management services to hotel projects.

Olive Realty Private Limited is Wholly Owned Subsidiary set up, to carry on the business of real estate development at Phursungi, Pune.

Jasmine Hospitality Private Limited is a Joint Venture Company set up for developing a hotel at Bengaluru.

Oakwood's Hospitality Private Limited is a Joint Venture Company set up for developing a residential project at Pune. The Company plans to launch the residential project during the current financial year 2012-13.

Regenesis Facility Management Company Private Limited is a Wholly Owned Subsidiary Company set up to provide facility management and property maintenance services.

Snow flower Properties Private Limited is a Wholly Owned Subsidiary Company which proposes to invest in land in order to start its new real estate project.

PNP Agrotech Private Limited is a Wholly Owned Subsidiary Company set up for developing the hi-tech horticulture project at village Thavarakari, Taluka Denkanikottai, District Krishnagiri, Tamil Nadu.

Fixed Deposits

Your Company had launched Fixed Deposit Scheme and has been accepting Fixed Deposits for a period of 1 year, 2 years and 3 years. The Company has received an overwhelming response from the investors. Shareholders of the Company, Senior Citizens, Flat Owners of Kolte-Patil group, Handicapped Persons, Armed Force Personnel and Employees of Kolte-Patil Group are entitled to receive an additional 0.50% rate of interest on the deposits invested with the Company. The Management of the Company is thankful to all the investors for participating in the scheme and for the faith reposed in the Company.

The fixed Deposits accepted as on 31st March, 2012 stood at Rs 909.22 Lakhs as against Rs 610.10 Lakhs in the previous year. For the year ended 31st March, 2012, your Company has mobilized deposits aggregating to Rs 510.85 Lakhs (Previous year Rs 602.10 Lakhs). None of the deposits which have matured and claimed have remained unpaid.

Investors Relation and Grievances

Investor Relations have been cordial during the year. The Company has a Shareholders' and Investors' Grievance Committee which addresses the issues relating to investors. There were no investor grievances pending as on 31st March, 2012. A confirmation to this effect has been obtained from the Company's Registrar and Share Transfer Agent. The details regarding the investor complaints received and resolved during the year are mentioned in the Report on Corporate Governance annexed to this report.

Directors' Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state that:

- In preparation of these accounts, the accounting standards made applicable by Institute of Chartered Accountants of India have been followed.

- We selected appropriate accounting policies which have been applied consistently and have made judgments and estimates that are reasonable and prudent so as to ensure that the accounts give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended on that date.

- We have taken a proper and sufficient care for maintenance of appropriate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and defecting frauds and other irregularities.

- The accompanying financial statements of the Company have been prepared on a going concern basis. Auditors The Auditors of the Company M/s. SPCM & Associates (Firm Registration No. 112165W), Chartered Accountants, Pune (Formerly known as Bora Kasat & Co.) retire at the ensuing Annual General Meeting. They have confirmed their eligibility and willingness to accept appointment, if re-appointed. Your Directors recommend their re-appointment.

Human Resources

For Kolte-Patil, the most valued asset is the people working in the organization who individually and collectively contribute to achieve the objectives of the Company. One of the most important objectives of the Kolte-Patil is continuous growth of organization and its people. For this, we have implemented several initiatives for our employees which help us to attract and retain the talent in the organization. Few major activities are:

- Employee engagement includes various activities that are done for the comfort and improvement of employees. To maintain the same several initiative are taken for it like celebrating special recognition of employees, birthdays, arranged New Year Party, get together and Outing on special occasions etc.

- As HR Functioning is changing with time & with this change Training & Development activities are now equally important to modify them with the changing scenario. The Company has undertaken various training programmes for the development of employees.

- Now a day's face of the Appraisal system in the organization has also changed and the focus of the organization is turning to performance management system and specifically to individual performance. Based on performance the employees are recognized in the organization.

We at Kolte-Patil are continuously striving for employee satisfaction for better productivity.

The total employee's strength at group level, as on 31st March, 2012 is 818 as compared to 539 in the previous year.

Conservation of Energy, Technology absorption, Foreign Exchange Earnings and Outgo

A statement giving information of Conservation of Energy, Technology absorption, Foreign Exchange Earnings and Outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto as Annexure I and it forms a part of this Report.

Particulars of the Employees

A statement required under Section 217(2A) of the Companies Act, 1956 has been furnished herein as Annexure II and forms a part of this Report.

Report on Corporate Governance

Your Directors adhere to the requirements set out in Clause 49 of the Listing Agreement with Stock Exchanges. Report on Corporate Governance as stipulated in the said Clause is annexed and forms a part of this Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreement is annexed hereto and forms a part of this Report.

Report on Corporate Social Responsibilities

Report on Corporate Social Responsibilities is annexed hereto and forms a part of this Report. Acknowledgments

The Board of Directors take this opportunity to thank customers, fixed deposit holders, vendors, stakeholders, Central and State Governments, business associates and bankers for their consistent support and co-operation to the Company. Your Directors take this opportunity to thank all the employees for rendering high quality service to all the Company's customers. The employees have worked with the principles of honesty, integrity, fair play and helped ensure a sustained excellence in performance of the Company. Finally, the Directors would like to convey their gratitude to the members and look forward to their continued support in future.

For and on behalf of the Board

Pune Rajesh Patil

Date: May 29, 2012 Chairman and Managing Director

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Mar 31, 2011

In the Companys twentieth year of uncompromised standards of service and with a motto of "Creation, not Construction" as the foundation of our every endeavor, we have grown strength by strength in the last two decades. Your Directors take great pleasure in presenting the Twentieth Annual Report on the business and operations of the Company, together with the audited Financial Statements for the financial year ended on 31st March, 2011.

The Company is engaged in various segments namely Real Estate Development, Hospitality and Retail. However, in the financial year 2010-2011, there was only one reportable segment namely Real Estate Development.

Financial Highlights

(Rs. in Lakhs)

Particulars 2010-2011 2009-2010

Net Sales and Other Income 15,144.50 9,021.93

Less: Expenditure 7,074.80 4,957.04

Less: Financial Charges 466.27 639.29

Less: Depreciation/Amortization 116.56 112.71

Profit Before Tax 7,486.86 3,312.89

Less: Provision for taxation 2,222.29 547.26

Profit After Tax 5,264.57 2,765.63

Add: Prior Period adjustments - (5.49)

Add: Balance of Profit and Loss Account brought forward from the previous year 26,349.29 24,654.02

Profit available for appropriation 31,613.87 27,414.16

Appropriations:

Transfer to General Reserve 400.00 180.00

Proposed Dividend (includes tax on dividend) 1,409.08 884.86

Balance carried to Balance Sheet 29,804.79 26,349.29

Performance Review

Your Company has always endeavored to conceptualize projects, keeping in mind a wide array of customer requirements such as affordable housing, luxury incarnate, eco-friendly homes, etc.

We believe in the concept of - "A Home for Everyone", from providing facilities for simple living to providing a bouquet of amenities; we try to cater the needs of every class/category of buyers.

During the financial year under review, the total sales, other operating income and other income increased from Rs. 9,021.93 Lakhs to 15,144.50 Lakhs, a net increase of 68%. Similarly, the Profit before tax showed a phenomenal jump of 126%, rising from Rs. 3,312.89 Lakhs to Rs. 7,486.86 Lakhs and Profit after tax recorded a significant growth of 90% to Rs. 5,264.57 Lakhs from Rs. 2,765.63 Lakhs.

During the financial year 2010-2011, the Company amended its Main Objects Clause and Other Objects Clause of Memorandum of Association so as to cover the ancillary activities in Real Estate Development Business. Members of the Company accorded their consent through Postal Ballot for the said amendment and the resolutions were passed as Special Resolutions. Registrar of Companies, Pune has issued the Certificate of Registration of the Special Resolution confirming alteration of Objects Clause(s) of the Memorandum of Association on 3rd January,

2011. Also, the members passed an Ordinary Resolution by way of Postal Ballot authorizing the Board of Directors of the Company to mortgage and / or charge the properties of the Company to secure borrowings availed / to be availed not exceeding Rs. 600 Crores.

Dividend

Considering the financial position of the Company, your Directors have recommended a dividend of Rs.1.60 per equity share on 7,57,74,909 Equity Shares of the Company.

Projects

Green Olive is a 2 and 3 BHK Luxurious Apartments project which is located at Hinjewadi, where style and luxury merge beautifully to form the perfect home for you. This project has been launched recently and has received an overwhelming response.

Glitterati is an ongoing project of the Company which is located just 4 kms away from Punes major IT hub, Hinjewadi Infotech Park, offers irresistible super lavish couture homes, flaunting unfathomable reservoir of luxury, style and beauty.

City Bay is a commercial project of the Company situated at Boat Club Road, Pune with total saleable area of approximately 95,000 sq.ft. Your Company has received an outstanding response to this new commercial project.

Alyssa is a commercial project of the Company situated at Richmond Road, Bengaluru with saleable area of approximately 43,475 sq. ft. Your Company has received good response for the project.

Koramangala project is a commercial project situated at Koramangala, Bengaluru with saleable area of approximately 1,98,000 sq. ft.

Joint Venture Projects

Corolla Realty Private Limited

Corolla Realty Private Limited is coming up with a project in Wagholi, Pune. The project consists of Twin Bungalows, Row Houses, Affordable Homes, Mid Income Group Housing, Residential cum Commercial Building, etc. During the year under review, the Company had received a good response for its affordable housing scheme "Umang Homes". The delivery of Umang Homes Phase-I is expected by July 2011, will see a boost for sale of the new phases in future. The Company had launched its new scheme "IVY Estate" consisting of Villas, Twin Bungalows, Row Houses and Luxury Apartments for which Company had received good response.

Kolte-Patil I-Ven Townships (Pune) Private Limited

Kolte-Patil I-Ven Townships (Pune) Private Limited is coming up with a residential project in Jambhe, Pune. During the year under review, the Company had pre-launched its Township Project Phase-I (approximately 150 acres) consisting Row Houses, Twin Bungalows and 1/2/3 BHK Apartments. During the pre-launch of the project, the Company had received a good response for the project.

Directors

During the year under review, there was no change in the composition of the Board of Directors of the Company.

Pursuant to Section 256 of the Companies Act, 1956 read with the Article 167 of Articles of Association of the Company, Mr. G. L. Vishwanath and Mr. Jayant Pendse; Directors, retire by rotation and being eligible, have offered themselves for re-appointment at the ensuing Annual General Meeting. The brief profile of the Directors seeking re-appointment has been annexed to the Notice of the Annual General Meeting.

Subsidiary Companies

The Company has 13 Subsidiary Companies as on 31st March, 2011 namely, Regenesis Project Management Company Private Limited, Yashowardhan Promoters and Developers Private Limited, Sylvan Acres Realty Private Limited, I-Ven Kolte-Patil Projects (Pune) Private Limited, Lilac Hospitality Private Limited, Olive Realty Private Limited, Bellflower Properties Private Limited, Jasmine Hospitality Private Limited, Oakwoods Hospitality Private Limited, Regenesis Facility Management Company Private Limited, PNP Retail Private Limited, Kolte-Patil Real Estate Private Limited and Snowflower Properties Private Limited.

Particulars under Section 212 of the Companies Act, 1956

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors Report, Balance Sheet and Profit and Loss Account of its subsidiaries to its Annual Report. However, Ministry of Corporate Affairs has vide its General Circular No. 2/2011 dated 8th February, 2011 granted exemption for not attaching Annual Report of Subsidiary Companies provided that, such Companies publish the Audited Consolidated Financial Statement in the Annual Report. Your Company has complied with all the requirements of the circular of Ministry and accordingly, the Annual Report does not contain the Financial Statements of the above Subsidiary Companies. The Consolidated Financial Statements present a full and fair picture of the state of affairs and the financial condition. The audited annual accounts and related information of subsidiaries will be made available upon request. These documents will also be available for inspection during business hours at our Registered Office in Pune, Maharashtra, India.

The financial details of the Subsidiary Companies, as well as the extent of holdings therein as required under the aforesaid General Circular, are provided in Annexure III to the Directors Report.

A brief summary of the activities carried out by the Subsidiary Companies are as follows:

Kolte-Patil Real Estate Private Limited is a Joint Venture Company and the "School project" i.e Victorious Kidss Educares School, (IB School) is nearing completion with regard to its construction activities. The various other residential and commercial projects of the Company at Kharadi, Pune are ongoing and approvals from various authorities are expected in due course.

I-Ven Kolte-Patil Projects (Pune) Private Limited is a Joint Venture Company which is coming up with a residential project- "Tuscan Estate" admeasuring approximately 12 acres in Kharadi, Pune. The project is located on the eastern side of the Pune city, having many IT companies in vicinity. The proposed project consists of 3 BHK Luxury Apartments and 4 BHK Penthouses. During the year under review, the Company had launched the project and had received a good response, especially because of the cost being between Rs. 70 to 85 Lakhs bracket for a quality product and at a central location. As it is just not an apartment but a blend of various other factors; the project is being promoted as "Collage Homes" which is collage of many features like location, internal planning, specifications, elevation, landscaping, etc.

Bellflower Properties Private Limited is a Joint Venture Company and has started Phase –II of its residential project namely "Margosa Heights", at Mohammadwadi, NIBM annex Pune. This project offers ambience of natural beauty while being closely connected to the essential necessities of life.

Yashowardhan Promoters and Developers Private Limited was a Joint Venture Company. However, during the year under review, your Company acquired further 40% stake in this Subsidiary Company and consequently, this Company became the Wholly Owned Subsidiary of your Company. This Company has successfully completed its commercial project namely "Shoppers Orbit" at Vishrantwadi, Pune and has successfully launched Phase - II i.e. Row Houses for the residential project "Dew Drops".

PNP Retail Private Limited is a Subsidiary Company. PNP Retails are neighborhood stores that cater to the daily and weekly top-up shopping needs of customers regarding fruits and vegetables, food and non-food fast moving consumer goods, staple and frozen food items, personal and home care products. The Company proposes to expand its operations through chain of retail stores.

Regenesis Project Management Company Private Limited is a Wholly Owned Subsidiary which has been set up primarily to provide project management services.

Sylvan Acres Realty Private Limited is a Joint Venture Company set up for investment in Township project at Pune.

Lilac Hospitality Private Limited is a Wholly Owned Subsidiary set up for providing hospitality management services to hotel projects.

Olive Realty Private Limited is a Wholly Owned Subsidiary set up, to carry on the business of real estate development at Phursungi, Pune.

Jasmine Hospitality Private Limited is a Joint Venture Company set up for developing a hotel at Bengaluru.

Oakwoods Hospitality Private Limited is a Joint Venture Company set up for developing a hotel at Pune.

Regenesis Facility Management Company Private Limited is a Wholly Owned Subsidiary Company set up to provide facility management and property maintenance services.

Snowflower Properties Private Limited is a Wholly Owned Subsidiary Company which proposes to invest in land in order to start its new real estate project.

Fixed Deposits

Your Company had launched Fixed Deposit Scheme and has been accepting Fixed Deposits for a period of 1 year, 2 years and 3 years. The Company has received an overwhelming response from the investors since Shareholders of the Company, Senior Citizens, Flat Owners of Kolte-Patil Group, Handicapped Persons, Armed Force Personnel and Employees of Kolte-Patil Group are entitled to receive additional 0.50% rate of interest on the deposits invested with the Company. The Management of the Company is thankful to all the investors for participating in the scheme and for the faith reposed in the Company.

Fixed Deposits accepted as on 31st March, 2011 stood at Rs. 610.10 Lakhs as against Rs. 158.00 Lakhs in the previous year. For the year ended 31st March, 2011, your Company has mobilized deposits aggregating to Rs. 602.10 Lakhs (Previous year Rs. 158.00 Lakhs). None of the deposits which have matured, have remained unpaid.

Employees Stock Option Scheme 2006 (ESOS)

During the year, Kolte-Patil ESOS, 2006 was concluded. The Company is in the process of introducing the new Employees Stock Option Scheme for the permanent employees of the Company and its Subsidiary Companies pursuant to the Special Resolution passed by the members of the Company in the Nineteenth Annual General Meeting.

Disclosures in respect of Kolte-Patil ESOS, 2006 in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended, are set out in Annexure IV to this Report.

Investors Relations and Grievances

Investor Relations have been cordial during the year. The Company has a Shareholders and Investors Grievance Committee which addresses the issues relating to investors. There were no investor grievances pending as on 31st March, 2011. A confirmation to this effect has been obtained from the Companys Registrar and Share Transfer Agent. The details regarding the investor complaints received and resolved during the year, are mentioned in the Report on Corporate Governance annexed to this report.

Directors Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state that:

i) in the preparation of accounts, the applicable accounting standards have been followed and no significant departures have been made from the same.

ii) accounting policies selected were applied consistently. Reasonable, prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company at the end of 31st March, 2011 and of the Profit of the Company for the year ended on that date.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding of assets of the Company and for preventing and detecting frauds and other irregularities.

iv) the annual accounts of the Company have been prepared on a going concern basis.

Auditors

The Auditors of the Company M/s. S P C M & Associates (Firm Registration No. 112165W), Chartered Accountants, Pune (Formerly known as Bora Kasat & Co.) retire at the ensuing Annual General Meeting. They have confirmed their eligibility and willingness to accept appointment, if re-appointed. Your Directors recommend their re- appointment.

Human Resources

Your Company has always considered employees as assets for the organization. The Company endeavors to encourage innovation and meritocracy and hence, (HR) policies and practices are constantly reviewed to keep abreast with the market changes and your Company has also embarked upon several initiatives to focus on creating a positive work environment that provides employees with ample growth and development opportunities as well as ensuring high levels of motivation and commitment.

The Top Management with their clear vision, has set down strategic business goals for the entire organization. Thus, to achieve this we have restructured the organization, i.e. we have introduced SBU (Strategic Business Unit) Structure to carry out the operations geographically, wherein each SBU has its own business goals and clear set of roles and responsibilities.

We have also set up scalable recruitment, performance appraisal system, training and development for organization development and we also offer them stock options which enable us to attract and retain high caliber employees. One of the most important objective of the organization is; growth of its employees.

To bring in new talent in our organization we have also started recruiting management trainees from renowned management institutes. This new talent brings in new ideas and out of the box thinking and helps us rise above the traditional mindset.

We at Kolte-Patil are continuously striving for employee satisfaction for better productivity.

The total employees strength at group level, as on 31st March, 2011 was 539 as compared to 360 in the previous year.

Conservation of Energy, Technology absorption, Foreign Exchange Earnings and Outgo

A statement giving information of Conservation of Energy, Technology absorption, Foreign Exchange Earnings and Outgo as required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto as Annexure I and it forms a part of this Report.

Particulars of the Employees

A statement required under Section 217 (2A) of the Companies Act, 1956 has been furnished herein as Annexure II and forms a part of this Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreement is annexed hereto and forms a part of this Report.

Report on Corporate Governance

Your Directors adhere to the requirements set out in Clause 49 of the Listing Agreements with the Stock Exchanges. Report on Corporate Governance as stipulated in the said Clause is annexed and forms a part of this Report.

Acknowledgments

The Directors would like to express their appreciation for the assistance and co-operation received from Customers, Fixed Deposit Holders, Vendors, Stakeholders, Central and State Government Authorities, Business Associates, and Bankers of the Company. Your Directors take this opportunity to thank all the employees for rendering high quality service to all the Companys Customers. The employees have worked with the principles of honesty, integrity, fair play and helped ensure a sustained excellence in performance of the Company. Finally, the Directors would like to convey their gratitude to the members and look forward to their continued support in future.



For and on Behalf of the Board

Rajesh Patil

Chairman and Managing Director

Place: Pune

Date: May 30, 2011

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Mar 31, 2010

The Directors take pleasure in presenting the Nineteenth Annual Report on the business and operations of the Company, together with the audited results for the financial year ended on 31st March, 2010.

The Company is engaged in various segments namely Real Estate Development, Hospitality and Retail. However, in the financial year 2009-10, there was only one reportable segment namely Real Estate Development.

Financial Highlights

(Rs. In ’000)

Particulars 2009-10 2008-09

Net Sales and Other Income 902,195 19,96,414

Less : Expenditure 495,705 870,209

Less : Financial Charges 63,929 70,948

Less : Depreciation/Amortization 11,271 10,401

Profit Before Tax 331,290 10,44,856

Less : Provision for taxation 53,961 338,055

Profit After Tax 277,329 706,801

Add : Prior Period adjustments (549) 152,456

Less : Taxation in Firm (765) (12,893)

Add : Balance of Profit and Loss Account brought forward from the previous year 24,65,402 17,24,887

Profit available for appropriation 27,41,417 25,71,252

Appropriations:

Transfer to General Reserve 18,000 17,670

Proposed Dividend (includes tax on dividend) 88,486 88,180

Balance carried to Balance Sheet 26,34,930 24,65,402

Performance Review

As the real estate sector is striving to come out of the recession scenario, many Realty Companies are coming up with fascinating projects and plans catering to almost every category/class.

We have seen a slow but steady recovery in the real estate sector in India post recession. The demand has hiked for the affordable pocket between Rs.25-30 Lakhs, for residential apartments in Pune City. Considering the demand in residential and luxury apartments, the new projects have been redesigned and are being launched in year 2009-10 which will generate substantial revenues in the next 2-3 years.

During the financial year under review, the total sales and other income decreased from Rs. 19,96,414 thousands to 902,195 thousands; a decrease of 54.81% from the previous year. Profit after Tax (PAT) declined from Rs. 706,801 thousands to Rs. 277,329 thousands; a decrease of 60.76% from the previous year.

Dividend

Your Directors are pleased to recommend a final dividend of Re.1 per equity share, on 7,56,32,537 equity shares of the Company.

New Initiative

To achieve the objectives set by the Company, the Management has taken initiatives to accelerate the project execution; by way of restructuring organization skills e.g. Creating Strategic Business Units (SBU), with a well defined authority and responsibility.

To establish and maintain a long term relationship with vendors, for better price and quality, your Company has taken initiatives by way of corporate tie-ups and direct interaction with manufacturers of steel, cement etc.

To respond to the market demand, the Management has realigned and re-priced its product mix, to offer better quality homes at right price.

Joint Venture Projects

Corolla Realty Private Limited

A Joint Venture project between your Company; India Advantage Fund of ICICI Venture Funds Management Company Limited; and Mr. Ishwarchand Goyal has been initiated, in addition to its affordable housing project namely “Umang Homes”; the Company is planning to launch Bungalow Plots, Twin Bungalows, and Row Houses in an 80 acre township project at Wagholi, Pune.

Kolte-Patil I-Ven Townships (Pune) Private Limited

The township project at Jambhe, Hinjewadi, Pune has taken off successfully with land acquisitions underway and now the Company is in the process of approaching various Government authorities for obtaining approvals in relation to the project. After all the approvals are in place, the Company proposes to launch the project on a large scale.

Re-appointment of Whole-Time Directors of the Company

Your Board of Directors at their meeting held on January 29, 2010 subject to the approval of members, approved the terms of re-appointment and payment of remuneration thereof, to Mr. Rajesh Patil, Chairman and Managing Director, Mr. Naresh Patil, Joint Managing Director, Mr. Milind Kolte, Executive Director and Mrs. Sunita Kolte, Executive Director with effect from April 15, 2010. The payment of remuneration including Commission to the Whole-Time Directors - Mr. Rajesh Patil, Mr. Naresh Patil, Mr. Milind Kolte and Mrs. Sunita Kolte has also been approved by the Remuneration and Compensation Committee of the Company in their meeting held on January 29, 2010.

Directors

During the year under review, there was a change in the composition of the Board of Directors of the Company due to the sad and unexpected demise of Mr. Satish Tandon, Independent Director. The Board of Directors wish to express their heartfelt sincere appreciation for Mr. Satish Tandon’s valuable contribution in the growth and development of the Company.

Mr. Jayant Pendse was appointed as Director under Section 262 of the Companies Act, 1956 to fill the casual vacancy w.e.f October 29, 2009.

Pursuant to Section 256 of the Companies Act, 1956 read with the Article 167 of Articles of Association of the Company, Mrs. Sunita Kolte and Mr. Milind Kolte; Directors retiring by rotation and being eligible, have offered themselves for re-appointment at the ensuing Annual General Meeting. The brief profile of the Directors seeking re-appointment has been mentioned in the explanatory statement to the Notice of the Annual General Meeting.

Subsidiary Companies

The Company has 12 subsidiaries as on 31st March, 2010 namely, Regenesis Project Management Company Private Limited, Yashowardhan Promoters and Developers Private Limited, Sylvan Acres Realty Private Limited, I-Ven Kolte-Patil Projects (Pune) Private Limited, Lilac Hospitality Private Limited, Olive Realty Private Limited, Bellflower Properties Private Limited, Jasmine Hospitality Private Limited, Oakwoods Hospitality Private Limited, Regenesis Facility Management Company Private Limited, PNP Retail Private Limited and Kolte-Patil Real Estate Private Limited.

Particulars under Section 212 of the Companies Act, 1956

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors’ Report, Balance Sheet and Profit and Loss Account of its subsidiaries. However, the Company has received approval from Ministry of Corporate Affairs, Delhi, via letter No. 47/293/2010-CL-III dated 9th April 2010 and dated 13th May 2010, exempting the Company from attaching the Directors’ Report, Balance Sheet and Profit and Loss Account of its subsidiaries. Therefore, the Annual Report does not contain the Financial Statements of the above subsidiaries. The consolidated accounts present a full and fair picture of the state of affairs and the financial condition. This practice is globally accepted. The audited annual accounts and related information of subsidiaries will be made available upon request. These documents will also be available for inspection during business hours at our Registered Office in Pune, Maharashtra, India.

The financial details of the Subsidiary Companies as well as the extent of holdings therein are provided in Annexure III to the Directors’ Report.

A brief summary of the activities carried out by the Subsidiary Companies are as follows:

Kolte-Patil Real Estate Private Limited is a Joint Venture Company and in the third quarter of 2009-10 has launched a residential project namely “Beryl”. Moreover, it also plans to develop premium and Ultra Luxurious apartments, commercial buildings, shopping arcade, and entertainment complex and also tie-up with Victorious Kidss Educares School, (IB School).

Bellflower Properties Private Limited is a Joint Venture Company and has launched a residential project namely “Margosa Heights”, phase –I, at Mohammadwadi, NIBM annex Pune.

Yashowardhan Promoters and Developers Private Limited is a Joint Venture Company and has successfully completed residential project namely “Dew Drops” and commercial a project namely “Shoppers Orbit” at Vishranthwadi, Pune and in same premises, plans to launch a Row House Scheme.

PNP Retail Private Limited is a Subsidiary Company that has been set up primarily to carry on business through retail formats like hyper markets, super markets, cash & carry, departmental stores, direct to home etc. The Company has started its first store on April 24, 2010 in HRBR Layout in Bangalore. The Company offers customers retail store format - Convenience store called PNP Retail. PNP Retails are neighbourhood stores that cater to the daily and weekly top-up shopping needs of customers. The stores stock an assortment of fruits and vegetables, food and non-food fast moving consumer goods, staple and frozen food items, personal and home care products. The Company plans to start a chain of retail stores.

Regenesis Project Management Company Private Limited is a Wholly Owned Subsidiary which has been set up primarily to provide project management services.

Sylvan Acres Realty Private Limited is a Joint Venture Company set up for investment in Township project at Pune.

I-Ven Kolte-Patil Projects (Pune) Private Limited is a Joint Venture Company set up for developing Residential and Commercial projects at Kharadi, Pune.

Lilac Hospitality Private Limited is a Wholly Owned Subsidiary set up for providing hospitality management services to hotel projects.

Olive Realty Private Limited is a Wholly Owned Subsidiary set up, to carry on the business of real estate development at Phursungi, Pune.

Jasmine Hospitality Private Limited is a Joint Venture Company set up for developing a hotel at Bangalore.

Oakwoods Hospitality Private Limited is a Joint Venture Company set up for developing a hotel at Pune.

Regenesis Facility Management Company Private Limited is a Wholly Owned Subsidiary Company set up to provide facility management and property maintenance services.

Fixed Deposits

Your Directors had approved and introduced a Fixed Deposit Scheme 2009-10 in their meeting held on January 29, 2010, which has received a good response, since Shareholders of the Company, Senior Citizens, Handicapped

Persons, Armed Force Personnel and Employees of the Kolte-Patil Group are entitled to receive an additional 0.50% rate of interest on the deposit invested with the Company.

During the period under review, your Company has collected Rs. 15,800 thousands as on 31st March, 2010.

Employees Stock Option Scheme 2006 (ESOS)

During the year under review, your Company has implemented the Kolte-Patil Employee Stock Option Scheme, 2006.

Disclosures in respect of the Kolte-Patil Employee Stock Option Scheme, 2006 in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended, are set out in Annexure IV to this Report.

Investors’ Relations and Grievances

Investor Relations have been cordial during the year. The Company has formed Investors’ Grievance Committee to address the issues relating to investors. There were no investor grievances pending as on 31st March, 2010. A confirmation to this effect has been obtained from the Company’s Registrar & Share Transfer Agent. A detailed report on the above appears in Corporate Governance Report annexed to this Report.

Directors’ Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state that:

i) In the preparation of accounts, the applicable accounting standards have been followed and no significant departures have been made from the same.

ii) Accounting policies selected were applied consistently. Reasonable, prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company at the end of 31st March, 2010 and of the profit of the Company for the year ended on that date.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding of assets of the Company and for preventing and detecting frauds and other irregularities.

iv) The annual accounts of the Company have been prepared on a going concern basis.

Auditors

The Auditors of the Company M/S. S P C M & Associates, Chartered Accountants, Pune (formerly known as Bora Kasat & Co.) retire at the ensuing Annual General Meeting. They have confirmed their eligibility and willingness to accept appointment, if re-appointed. Your Directors recommend their appointment.

Human Resources

Employees are the most important assets of the Company. The Company endeavors in encouraging innovation and meritocracy. We have also set up scalable recruitment, performance appraisal system, to retain key employees and to offer them stock options, and Human Resource Management Processes, which enables us to attract and retain the high caliber employees. The total employees strength as on 31st March, 2010 was 358 as compared to 326 in the previous year.

Conservation of Energy, Technology absorption, Foreign Exchange Earnings & Outgo

A statement giving information of Conservation of Energy, Technology absorption, Foreign Exchange Earnings & Outgo as required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto – Annexure I and it forms part of this Report.

Particulars of the Employees

A statement required under Section 217 (2A) of the Companies Act, 195 has been furnished herein Annexure II and forms part of this Report.

Management Discussion and Analysis Statement

Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreement is annexed hereto and forms part of this Report.

Corporate Governance Report

Your Directors adhere to the requirements set out in Clause 49 of the Listing Agreements with the Stock Exchanges. Report on Corporate Governance as stipulated in the said Clause is annexed and forms part of this Report.

Acknowledgments

The Directors would like to express their appreciation for the assistance and co-operation received from customers, vendors, stakeholders, Central and State Government Authorities, business associates, and bankers of the Company. Your Directors take this opportunity to thank all the employees for rendering high quality service to all the Company’s customers. The employees have worked with the principles of honesty, integrity, fair play and helped ensure a sustained excellence in performance of the Company. Finally, the Directors would like to convey their gratitude to the members and look forward to their continued support in future.

For and on Behalf of the Board of Directors

Place: Bangalore Rajesh Patil

Date: May 28, 2010 Chairman and Managing Director