Directors Report of Lodha Developers Ltd.

Mar 31, 2025

The Directors are pleased to present the 30^th Annual Report (and
the 4^th Integrated Report) on the business and operations of the
Company alongwith audited financial statements for the financial
year ended March 31, 2025.

OVERVIEW OF OPERATIONS

We are a leading real estate developer in India with a strong
brand presence across luxury, premium and mid-income housing
segments. Our diverse portfolio includes nearly 40 operating
projects across three of the largest real estate markets in India:
Mumbai Metropolitan Region (MMR) (where we are the largest
player with ~10% market share), Pune and Bengaluru. While we
are primarily focussed on residential real estate development, we
are also leveraging our development capability to build select
annuity income streams through facilities management, industrial
& warehousing (digital infrastructure) and leasing of select retail
& office spaces. We have introduced ''BelleVie'' a ditigal platform
that complements our already established facilities management
business, by connecting residents with a diverse range of customized
marketplace services.

Scaling new heights

FY25 was yet another record-breaking year for the Company, with
numerous indicators strengthening our conviction that the ongoing
housing cycle in India is long-term and structural in nature. This
shift is fuelled by the movement of the economy from low-income
to mid-income, which has enhanced home buying potential for
a significantly larger segment of Indian households, where the
underlying aspiration has consistently been present due to both
cultural and economic factors.

Continuing the momentum from the previous fiscal, the Company
achieved its best ever pre-sales of H 176.3 Bn (21% YoY) and
best ever collections of H 144.9 Bn (29% YoY), becoming the
fourth consecutive year of delivering ~20% pre-sales growth. We
continued to expand our portfolio by adding 10 projects with a

Gross Development Value (GDV) of H ~237 Bn. Despite significant
investment in growth, our balance sheet remains robust with net debt
at H 39.9 Bn, 0.2x of equity, well below the target ceiling of 0.5x.
The Company did not receive any financial assistance from the
government during the year.

During the financial year, we launched 10 new locations or new
projects at existing locations. Some of the key launches during the
year included Lodha Avalon, Lodha Altus, Lodha Golf View, Lodha
Hanging Gardens and Lodha Opulis in MMR and Lodha Massimo
and Lodha Altero in Pune.

Our strategic roadmap is clearly defined to deliver predictable
and robust financial performance, targeting ~20% presales growth
and a healthy 20% Return on Equity (RoE), while maintaining a
prudent net debt to equity ratio well below 0.5x. This ambitious
yet achievable vision is underpinned by four key strategic pillars:

1. Granular growth supported by best-in-class talent and execution

2. Super-market approach to locations 3. Two phase low risk new
city entry strategy and 4. Gradually building annuity income streams.

To ensure robust and sustainable growth, we employ a "super¬
market chain" approach strategically locating non-competing
projects every 2-4 kilometers across our core urban markets..
This approach minimizes dependency on a particular project or
location and provides steady and predictable growth in these cities,
enabling us to target a significant 15-20% market share in the long
term. Having entered a ''growth phase'' in Bengaluru during FY25,
we are now looking to replicate our super-market strategy in the
city, commencing FY26 with five strategic locations, including three
new project launches.

Our ability to expeditiously launch projects after tying up land has
made us the ''partner of choice'' for landowners, ensuring a consistent
pipeline of JDA projects. This was a significant driver enabling us to
add ~ H 237 Bn in GDV in FY25.

We handed over ~6,800 units to our customers. With construction
in full swing, we expect significant ramp-up in deliveries in FY26.

HIGHLIGHTS OF OPERATING & FINANCIAL RESULTS

Operating Results

Particulars	UoM	Year ended March 31, 2025	Year ended March 31, 2024
Pre-sales value	In H Bn	176.3	145.2
Pre-sales (Developable Area)	Mn Sq ft	9.5	11.1
Embedded EBITDA margin	%	33.0	30.0
Collections	In H Bn	144.9	112.6
Completed units	Number of Units	6,793	8,144

Financial Results
Standalone financial highlights

Particulars (Amount in J Bn)	FY 2024-25	FY 2023-24
Revenue from operations	126.8	94.6
Total Income	131.1	97.8
EBIDTA before exceptional items	33.8	23.2
Interest	6.1	5.4
Profit before tax	29.0	15.8
Profit for the year	21.9	11.6

Revenue from operations increased by ~34% YoY to H 126.8 Bn, primarily due to growth in increase in pre-sales and construction progress.

Profit for FY25 was H 21.9 Bn as compared to profit of H 11.6 Bn during the previous FY. The sharp increase in profit is mainly due to increase
in revenue and operating leverage.

Consolidated Financial Highlights

The Audited Consolidated Financial Statements for FY25 have been prepared in accordance with Indian Accounting Standard (Ind AS) - 110
on ''Consolidated Financial Statements'' read with Ind AS-28 on ''Investments in Associates and Joint Ventures'', notified under the Companies
Act, 2013 (''the Act''), read with the Indian Accounting Standards Rules as applicable and same are in compliance with the Act.

Particulars (Amount in J Bn)	FY 2024-25	FY 2023-24
Revenue from operations	137.8	103.2
Total Income	141.7	104.7
EBIDTA before exceptional items	39.9	26.8
Finance costs	5.5	4.8
Profit before tax	35.6	20.3
Profit for the year	27.7	15.5

Revenue from operations increased by ~34% YoY to H 137.8 Bn,
primarily due to significant increase in pre-sales and construction
progress.

Profit for the year was H 27.7 Bn as compared to H 15.5 Bn in FY24.
The sharp increase in profit was mainly due to increase in revenue
and operating leverage.

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

DIVIDEND

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

In line with the above policy, your Directors have recommended a
final dividend of H 4.25 (i.e. 42.5%) per equity share of face value
of H10 each for FY25. The proposed final dividend pay-out will
amount to H 4.24 Bn. The payment of final dividend is subject to

the approval of shareholders at the 30^,h Annual General Meeting
(AGM) and will be paid on or after Monday, September 1, 2025.
The record date fixed for determining the entitlement of Members for
payment of dividend is Friday, August 22, 2025.

Dividend income will be taxable in the hands of the members with effect
from April 01, 2020. Accordingly, the Company shall deduct tax at
source from the dividend paid to the members at rates prescribed in the
Income Tax Act, 1961.

TRANSFER TO RESERVES

The Company has not transferred any amount to General
Reserves during FY25.

SHARE CAPITAL

The authorised capital of the Company as on March 31, 2025, was
H 13,078 Mn, divided into 129,50,75,750 equity shares of H 10
each aggregating to H 12,951 Mn and 1,26,96,250 Preference
Shares of H10 each aggregating to H 127 Mn.

During the year, the Company allotted 31,12,648 equity shares of
H 10 each, pursuant to exercise of stock options granted under the
Company''s ESOP schemes. Consequent to the aforesaid allotments,
the issued and paid-up share capital of the Company as on March
31, 2025, is H 9,976 Mn divided into 99,75,68,861 fully paid-up
equity shares of face value of H 10 each.

KEY DEVELOPMENTS DURING THE YEAR

The Hon''ble National Company Law Tribunal, Mumbai Bench, vide
order dated May 9, 2025, approved the Scheme of Merger by
Absorption of One Place Commercials Private Limited and Palava
City Management Private Limited (both wholly owned subsidiaries)
with the Company, under Sections 230 to 232 and other applicable
provisions of the Act. The scheme was effective from May 15, 2025.

The Company has applied to BSE Ltd and National Stock Exchange
of India Limited for obtaining no objection certificate for the
scheme of Merger by Absorption of three of its listed subsidiaries
i.e. Sanathnagar Enterprises Limited, Roselabs Finance Limited and
National Standard (India) Limited with the Company, pursuant to
approval granted by the Board on July 30, 2024.

Further details on both the schemes are provided in the notes to the
standalone financial statements.

Credit Ratings

Our ratings were upgraded by two notches since the last fiscal,
resulting in reduction of our cost of debt from 9.4% in FY24 to 8.7%
in FY25. The following ratings were assigned during FY25.

Sr No	Rating agency	Rating and outlook
1.	CRISIL Ratings Limited	Long term rating upgraded from CRISIL A (Stable) to CRISIL AA (Stable) Short term rating upgraded from CRISIL A1 to CRISIL A1
2.	ICRA Limited	Long term rating upgraded from ICRA AA- (Stable) to ICRA AA- (Positive). Rating was further upgraded to ICRA AA (Stable) in May 2025. Short term rating reaffirmed at ICRA A1
3.	India Ratings &	Long term rating upgraded from IND
	Research Private Limited	A (Stable) to IND AA (Stable) Short term rating upgraded from IND A1 to IND A1

Exceptional ESG Scores

We were ranked 6^th among 484 global real estate development
companies which participated in the S&P Global Corporate
Sustainability Assessment and received a score of 81 out of 100 in
fourth year of participation, also retaining the spot in the prestigious
Dow Jones Sustainability Index. We were recognised as a Global
Sector Leader by Global Real Estate Sustainability Benchmark
(''GRESB'') for our exceptional performance in the GRESB
Development Benchmark where we received a 5-star rating with
a score of 100/100 and ranked 1^st in Asia. World Benchmarking
Alliance in its inaugural urban benchmark also ranked us 3^rd across
industries and 1^st in the real estate industry globally.

Debentures

The Company issued Senior, Secured, Redeemable, Listed,
Rated Non-Convertible Debentures (NCDs) aggregating to
H 3.0 Bn during FY25. The NCDs are listed on the wholesale debt
market segment of BSE Ltd. The Company has redeemed NCDs

aggregating to H 6.9 Bn. The NCDs outstanding as on March 31,
2025 aggregate to H 5.4 Bn.

Employee Stock Option Schemes

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

Both ESOP schemes are in compliance with the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations 2021
(''SBEB Regulations 2021''). A certificate from the Secretarial Auditor
with respect to implementation of Company''s ESOP Schemes, will
be available for inspection by the members, at the ensuing AGM.
Details of ESOPs granted and vested are available in notes to the
Standalone financial statements.

The ESOP Schemes and the disclosures required under the SBEB
Regulations, 2021 with respect to the ESOP Schemes, as on
March 31, 2025 are available on the Company''s website at
www.lodhagroup.com/investor-relations.

CHANGE IN NAME OF THE COMPANY

The shareholders of the Company granted approval for change in
the name of the Company from Macrotech Developers Limited to
Lodha Developers Limited, by way of special resolution passed by
postal ballot on May 31, 2025. Fresh certificate of incorporation
consequent to the change in name was issued by the Registrar of
Companies on June 16, 2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment & re-appointment

Mr. Shaishav Dharia was appointed as a Wholetime Director for
a period of three years from June 17, 2024 to June 16, 2027, by
the Board on recommendation of the NRC, which was subsequently
approved by the shareholders by way of special resolution passed
at the 29^,h AGM of the Company held on August 23, 2024.

Mr. Sushil Kumar Modi was appointed as a Wholetime Director
for a period of three years from January 25, 2025 to January 24,
2028, by the Board on recommendation of the NRC, which was
subsequently approved by the shareholders by way of special
resolution passed by postal ballot on February 27, 2025.

Retirement on completion of term

Mr Ashwani Kumar retired from the Board upon completion of his
first term as Independent Director, with effect from close of
business hours on April 7, 2025. The Board places on record its
sincere appreciation for the valuable contribution made by him
during his tenure.

Retirement by rotation

In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr Rajinder Pal Singh, Non-Executive
Director is liable to retire by rotation at the ensuing AGM and being
eligible offers himself for re-appointment.

Brief resume and other related information for the proposed
appointments / re-appointments, as stipulated under the Secretarial
Standards issued by the Institute of Company Secretaries of India
and Listing Regulations have been appended as an Annexure to the
Notice of the ensuing AGM.

Key Managerial Personnel

Mr. Sanjay Chauhan was appointed as Chief Financial Officer of
the Company with effect from January 25, 2025. Mr Sushil Kumar
Modi ceased to be the Chief Financial Officer of the Company w.e.f
January 25, 2025.

Mr. Abhishek Lodha, Managing Director & CEO, Mr. Rajendra
Lodha, Mr. Shaishav Dharia, Ms. Raunika Malhotra and Mr. Sushil
Kumar Modi, all Wholetime Directors, Mr. Sanjay Chauhan, Chief
Financial Officer and Ms. Sanjyot Rangnekar, Company Secretary
& Compliance Officer are the KMPs of the Company in terms of
Section 203 of the Act, as on the date of this report.

Declarations by Independent Directors

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

The Independent Directors have also confirmed that they have
complied with the Company''s Code of Conduct and that they have
registered their names in the Independent Directors Databank.

Policy on appointment and remuneration of Directors, Key
Managerial Personnel and Other Employees and Board Diversity
Policy

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

Board Evaluation

The Board carried out an annual evaluation of its own performance,
board committees and individual directors, pursuant to the provisions
of the Act and the Listing Regulations. The evaluation process was
facilitated online by a leading independent consulting firm. All
Directors participated in the performance evaluation process. The

results of evaluation were discussed in the NRC and Board meeting
held on April 24, 2025. Further details on the evaluation framework,
criteria, process and outcome are provided in the Corporate
Governance Report which forms part of this Integrated Report.

Familiarisation Program for Directors

The Company has implemented a comprehensive induction
program to orient and train new directors at the time of joining the
Board. This program includes site visits and interactions with senior
management, enabling new directors to gain first-hand knowledge
of the Company''s operations, strategy, market standing and
organisational structure. This enables the Directors to get a deep
understanding of the Company, its employees, values and culture and
facilitates their active participation in overseeing the performance of
the Management. For more details refer the Corporate Governance
Report which forms part of the Integrated Report.

Board Committees and meetings of the Board

In compliance with the statutory requirements, the Company has
constituted various committees viz. Audit Committee, NRC, CSR
Committee, Risk Management Committee and Stakeholders''
Relationship Committee. The Company has also constituted
three operating/ special purpose committees viz Executive
Committee, ESG Committee and Committee for Fund Raise. All the
recommendations made by all Board Committees, including the
Audit Committee, were accepted by the Board.

Seven Board meetings were held during the year. A detailed update
on the composition, governance and terms of reference of Board
committees, attendance of directors at Board and Committee
meetings held during FY25 is provided in the Corporate Governance
Report, which forms part of this Integrated Report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on March 31, 2025, your Company has 23 subsidiaries and
3 associates / joint ventures. Bellissimo Digital Infrastructure
Development Management Private Limited, Bellissimo Digital
Infrastructure Investment Management Private Limited, Janus
Logistics and Industrial Parks Private Limited, One Box Warehouse
Private Limited, Opexefi Services Private Limited, Siddhivinayak
Realties Private Limited, V Hotels Limited, Bellissimo Finvest Private
Limited and Corrissance Developers Private Limited became
subsidiaries of the Company during FY25.

One Place Commercials Private Limited and Palava City
Management Private Limited ceased to be subsidiaries upon merger
with the Company, with effect from May 15, 2025.

Pursuant to Section 129(3) of the Act, read with Rule 5 of Companies
(Accounts) Rules, 2014, a statement containing salient features of
financial statements of subsidiaries, associates and joint ventures in
prescribed form AOC-1, is annexed to the consolidated financial
statements which form part of this Integrated Report.

In accordance with the provisions of Section 136 of the Act,
financial statements of the subsidiaries are available on the website
of the Company at www.lodhagroup.com/investor-relations.
Physical copies will be made available to the members of the
Company upon request.

The Policy for determining material subsidiaries of the Company
is provided on the Company''s website at www.lodhagroup.com/
investor-relations. Details of material subsidiaries of the Company
as per Regulation 16(1)(c) of Listing Regulations are disclosed in the
Corporate Governance Report forming part of this Integrated Report.

AUDITORS & AUDIT REPORTS

Statutory Auditors

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

The statutory auditor''s report for FY25 forms part of the financial
statements enclosed with this Integrated Report. The said report
does not contain any qualification, reservation, disclaimer or
adverse remarks.

Internal Auditors

The Company has an Internal Audit department which is led by the
Chief Internal Auditor. The scope of internal audit is based on an
internal audit plan approved annually by the Audit Committee. The
internal auditor makes quarterly internal audit presentations to the
Audit Committee.

Further details on the internal audit function are provided in the
Management Discussion and Analysis which forms part of this
Integrated Report.

Secretarial Auditors

The Company had appointed Shravan A. Gupta & Associates
Practicing Company Secretary as Secretarial Auditor to conduct
secretarial audit for FY25. The Secretarial Audit report does not
contain any qualification, reservation, disclaimer or adverse remark.
The Secretarial Audit Report is annexed as Annexure 2 to this report.
Further, in terms of the regulatory requirements, Shravan A Gupta &
Associates has issued the Annual Secretarial Compliance Report for
FY25, confirming compliance by the Company of the applicable
SEBI regulations and circulars/guidelines issued thereunder.

Cowtown Infotech Services Limited ("Cowtown") is a material
subsidiary of the Company, pursuant to Regulation 16(1)(c) of
the Listing Regulations. A copy of the Secretarial Audit Report of
Cowtown is provided in Annexure 2 to this report. It does not
contain any qualification, reservation, adverse remark or disclaimer.

In terms of the Listing Regulations, with effect from April 1, 2025,
a listed entity is required to seek shareholders'' approval for
appointment of Secretarial Auditor.

Accordingly, the Board, upon the recommendation of the Audit
Committee, has approved and recommended the appointment of
GDR & Partners LLP, Practicing Company Secretaries (ICSI Unique
Number: L2024KR016500 / Peer Review No. 6014/2024),
as Secretarial Auditor of the Company for a first term of 5 years
commencing from FY26. Necessary resolution for this appointment
forms part of the accompanying AGM notice.

Cost Auditors

The Company has maintained cost records as prescribed by the
Central Government under Section 148 of the Act, read with the
Companies (Account) Rules, 2014.

The Board, on the recommendation of the Audit Committee, had
appointed D. C. Dave & Co, Cost Accountants as Cost Auditors
for FY25. The Cost Audit report for FY25 does not contain any
qualification, reservation, disclaimer or adverse remark.

In accordance with the provisions of Section 148 of the Act read
with the Companies (Audit and Auditors) Rules, 2014, remuneration
payable to the Cost Auditors has to be ratified by the shareholders.
The Board recommends the same for approval by shareholders at
the ensuing AGM. Necessary resolution for the same forms part of
the accompanying AGM notice.

The Board, on the recommendation of Audit Committee, has re¬
appointed D. C. Dave & Co, Cost Accountants, as Cost Auditors of
the Company for FY26.

Reporting of frauds by Auditors

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

RISK MANAGEMENT

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

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

Compliance Management

The Company has in place a robust automated compliance
framework based on a compilation of all applicable laws,

which are regularly monitored and updated basis the changing
requirements of law.

OUR SUSTAINABILITY JOURNEY

The Board continues to maintain a strong focus on Environmental,
Social and Governance (''ESG'') priorities to ensure long-term value
creation for all stakeholders through responsible and forward¬
looking business practices. The ESG Committee plays a pivotal
role in guiding this journey. The Commitee reviews and approves
key ESG risks and opportunities (including climate change), sets
ambitious targets and monitors our performance and external
ratings in alignment with our business strategy.

Our sustainability efforts this year have advanced significantly,
reinforcing our leadership in decarbonising the built environment.
We remain committed to achieving net-zero across our operations
and developments and since March 2024, we have maintained
carbon neutrality across Scope 1 and 2 emissions. Our operations
continue to transition to clean energy, with renewable electricity
PPAs now exceeding 10 MW across developments. Our built
environment decarbonisation strategy also includes actively
reducing embodied carbon in materials, deploying passive design,
improving equipment efficiency, enabling clean energy access and
supporting clean mobility infrastructure.

We are proud to have one of the largest green-certified portfolios
in the country, now exceeding 60 Mn sq ft. of certified and pre¬
certified space. As we grow, we remain committed to standardising
KPIs, tracking impact metrics and embedding sustainability at the
core of our design and delivery.

Our flagship Lodha Net Zero Urban Accelerator continues
to act as a catalyst for innovation and collaboration in urban
decarbonisation. In partnership with RMI India Foundation, we
field-tested next-generation technologies such as high-efficiency
air conditioners and launched the UrjaAnk initiative; India''s first
of a kind residential energy behaviour experiment to uncover
household electricity consumption patterns. These insights are now
informing the landscape of national energy efficiency standards
and contributing to India''s energy security agenda. Our pioneering
efforts to mitigate urban heat, including nature-based cooling
solutions demonstrated at Palava City, further exemplify our model
for sustainable urbanisation.

Through the Lodha Foundation, we will continue to open-source our
learnings, publishing rigorous case studies and research to enable
replication across India''s fast-urbanising regions.

We remain proud of our continued leadership across global
sustainability benchmarks. This year, we were again included in
the Dow Jones Sustainability Index (DJSI) and the FTSE4Good
Index and retained our position as a Global Sector Leader for
residential development in the GRESB rankings. In a significant
milestone, we were also recognised as the top-performing real
estate company in the Urban Benchmark by the prestigious World
Benchmarking Alliance.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Our purpose is to use our capabilities to increase India''s economic
strength and transform our country to a developed nation by 2047.
We drive wide ranging social impact through our business and
philanthropic work. Currently our initiatives focus on education of
the gifted, community development and sustainability. In addition
we will also develop and implement initiatives on innovation
and development of human values. The Lodha Foundation, the
philanthropic arm of the group will spearhead these initiatives.

To this end, the promoter family has dedicated 1/5th of the
Company''s equity capital (US$2.5 Bn as of October 2024) to the
Lodha Foundation, reinforcing our belief that business success must
drive societal progress.

A brief outline of the CSR policy of the Company and the CSR
activities taken up during the year are set out in Annexure 6 of
this report. The CSR policy is available on the Company''s website
at www.lodhagroup.com/investor-relations. The details of CSR
Committee including composition, terms of reference etc. are
provided in the Corporate Governance Report, which forms part of
this Integrated Report.

VIGIL MECHANISM

The Company has adopted a Vigil Mechanism/ Whistle Blower
Policy which forms part of Code of Conduct of the Company. It
outlines the method and process for stakeholders to voice genuine
concerns about unethical conduct that may be in actual or
threatened breach with the Company''s Code of and other ethics
policies. The Whistle Blower Policy, is available on the Company''s
website at www.lodhagroup.com/investor-relations. A brief note
on the highlights of the Whistle Blower Policy and compliance with
the Code of Conduct, is provided in the Corporate Governance
Report, which forms part of this Integrated Report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act,
the Annual Return for FY25, in Form MGT-7 is available on the
Company''s website at www.lodhagroup.com/investor-relations.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

In compliance with the provisions of the Act and Listing Regulations,
the Company extends financial assistance in the form of investment,
loan and guarantees to its subsidiaries/ associates, from time to
time in order to meet their business requirements. The Company
is engaged in business of real estate development (Infrastructural
facilities) and hence the provisions of Section 186 of the Act related
to any loans made or any guarantees given, or any securities
provided, or any investments made by the Company are not
applicable. Details of investments made and loans given are given
in the notes to the standalone financial statements.

RELATED PARTY TRANSACTIONS

Transactions/contracts/arrangements, falling within the purview of
provisions of Section 188(1) of the Act, entered by the Company
with related parties as defined under the provisions of Section
2(76) of the Act, during the financial year under review, were in
the ordinary course of business and have been transacted at arm''s
length basis. Material contracts, arrangements or transactions with
related parties referred to in of the Act entered during FY25 in Form
AOC-2 are annexed as Annexure 3 of this report. The Related Party
Transactions Policy is available on the Company''s website at www.
lodhagroup.com/investor-relations. Disclosures pursuant to para A
of Schedule V of the Listing regulations form part of the Standalone
Audited Financial Statements for FY25.

PARTICULARS OF EMPLOYEES

The information required pursuant to the provisions of 197(12) of
the Act, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed as
Annexure 4 to this report.

Particulars of employee remuneration, as required under section
197(12) of the Act and read with Rule 5(2) and Rule 5(3) of the said
Rules form part of the Integrated Report. In terms of the provisions of
the first proviso to Section 136(1) of the Act, the Integrated Report
is being sent to the shareholders excluding the aforementioned
information. Any member interested in obtaining this information
may write to the Company Secretary at investor.relations@
lodhagroup.com.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

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

GENERAL DISCLOSURES

Your Directors state that for FY25, no disclosures are required in
respect of the following items and accordingly confirm as under:

a. The Company has neither revised the financial statements nor
the report of Board of Directors.

b. There are no material changes or commitments affecting the
financial position of the Company between March 31, 2025
and the date of this report.

c. The Company has not accepted any deposits within the
meaning of Section 73 of the Act, read with the Companies
(Acceptance of Deposits) Rules 2014.

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

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

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

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

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

i. No petition/ application has been admitted under
Insolvency and Bankruptcy Code, 2016, by the National
Company Law Tribunal.

j. There were no instances of one-time settlement with any bank
or financial institution.

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

Details of energy conservation, technology absorption and foreign
exchange earnings and outgo as required under section 134(3) of
the Act and the Rules made thereunder, is annexed as Annexure 5
to this report.

INTEGRATED REPORTING

The Company continues with its integrated reporting journey,
aligning with its philosophy of being a highly transparent and
responsible corporate citizen. Our 4^th Integrated Report is guided
by the principles of International Integrated Reporting Framework
developed by the International Integrated Reporting Council (now
consolidated into IFRS Foundation) and reflects the key actions taken
by the Company towards long-term sustainability and stakeholder
value creation. The Board acknowledges its responsibility for the
integrity of the report and the information contained therein.

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report, pursuant to the requirements
of Regulation 34 of the Listing Regulations, forms part of this
Integrated Report. A certificate from Shravan A Gupta & Associates,
Practicing Company Secretary, Secretarial auditor confirming
compliance of conditions of Corporate Governance during FY25,

as stipulated under the Listing Regulations, is annexed as Annexure
7 to this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The Business Responsibility & Sustainability Report (''BRSR'') on
initiatives taken from an environmental, social and governance
perspective in the prescribed format, along with the assurance
statement on BRSR Core issued by an Independent third party viz.
DNV Business Assurance India Private Limited is available as a
separate section of this Integrated Report and on the Company''s
website at www.lodhagroup.com\investor-relations.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of sub-section (3) of Section
134(5) of the Act, your Directors confirm that:

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

b. they have selected such accounting policies and applied
them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March 31,

2025 and of the profit of the Company for the financial year
ended on that date;

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

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

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

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

ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation and sincere
thanks to the customers, joint venture partners, shareholders,
bankers, vendors and other stakeholders, who through their
continued support and cooperation, have helped as partners in
the Company''s progress. The Directors also acknowledge the
hard work, dedication and commitment of the employees for the
growth of the Company and look forward to their continued
involvement and support.

For and on behalf of the Board
Lodha Developers Limited

Mukund Chitale Abhishek Lodha

Place: Mumbai Chairman Managing Director & CEO

Date: June 20, 2025 DIN: 00101004 DIN: 00266089

---

Mar 31, 2024

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

OVERVIEW OF OPERATIONS

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

Scaling new heights

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

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

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

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

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

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

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

Focusing on green growth

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

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

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

We maintained our leadership position in leading global sustainability benchmarks this year as well. We are proud to be

included in ESG indices such as the Dow Jones Sustainability Index (DJSI) and the FTSE4Good Index. The Indian Green Buildings Council (IGBC) recognised our efforts with the IGBC Green Champion Award under the category of ''Developer leading the Green Homes Movement in India''.

HIGHLIGHTS OF OPERATING & FINANCIAL RESULTS

Operating Results

Particulars	UoM	Year ended March 31, 2024	Year ended March 31, 2023
Pre-sales value	In C Bn	145.2	120.6
Pre-sales (Developable Area)	Mn Sq ft	11.1	9.4
Embedded EBITDA margin	%	30.0	32.0
Collections	In C Bn	112.6	106.1
Completed units	Number of units	8,144	9,205

Financial Results Standalone financial highlights

Particulars (Amount in J Bn)	FY 2023-24	FY 2022-23
Revenue from operations	94.6	92.3
Total income	97.8	94.8
EBIDTA before exceptional items	23.2	19.9
Interest	5.4	5.3
Profit before tax	15.8	4.13
Profit for the year	11.6	4.6

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

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

Consolidated Financial Highlights

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

Particulars (Amount in J Bn)	FY 2023-24	FY 2022-23
Revenue from operations	103.2	94.7
Total Income	104.7	96.1
EBIDTA before exceptional items	26.8	20.7
Finance costs	4.8	4.8
Profit before tax	20.3	4.5
Profit for the year	15.5	4.9

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

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

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

DIVIDEND DISTRIBUTION POLICY

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

DIVIDEND

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

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

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

TRANSFER TO RESERVES

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

SHARE CAPITAL

Authorised share capital

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

Further issue of capital

During FY24, the Company has made the following allotments:

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

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

• 9,72,439 equity shares of C 10 each pursuant to exercise of

stock options granted under the Company''s ESOP schemes.

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

KEY DEVELOPMENTS DURING THE YEAR

Bonus issue

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

Qualified Institutions Placement (QIP)

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

Mergers

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

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

Acquisition of 100% stake in V Hotels Limited

In June 2023, the Company was declared as the successful resolution applicant by the Committee of Creditors of V Hotels Limited in relation to its Corporate Insolvency Resolution Process (''CIRP'') under the Insolvency and Bankruptcy Code 2016. On April 29, 2024, the Company completed acquisition of 100% stake in V Hotels Limited as per the Resolution Plan approved by

the NCLT. Under the said resolution plan, the Company will pay C 9 Bn in tranches over a period of 270 days.

Exit from UK business

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

Debentures

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

Credit Ratings

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

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

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

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

Exceptional ESG Scores

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

Employee Stock Option Schemes

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

corporate growth and profitability of the Company. The NRC administers and monitors the ESOP schemes.

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment & re-appointment

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

Further, at its meeting held on June 17, 2024, the Board (upon recomendation of the NRC), approved the appointment of Mr. Shaishav Dharia as an Additional Director and Whole-time Director of the Company for a term of 3 (three) consecutive years with effect from June 1 7, 2024. The appointment is subject to approval of the shareholders at the ensuing AGM. Necessary resolution for his appointment forms part of the accompanying AGM notice.

Retiring by rotation

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

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

Key Managerial Personnel

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

Declarations by Independent Directors

Pursuant to Section 149(7) of the Act, the Company has received declarations from all Independent Directors, confirming that they meet the criteria of independence as specified in Section 149(6)

of the Act, as amended, read with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of the Management.

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

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

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

Board Evaluation

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

Familiarisation Program for Directors

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

their active participation in overseeing the performance of the Management. For more details refer the Corporate Governance Report which forms part of this Integrated Report.

Board Committees and Meetings of the Board

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

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

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

SUBSIDIARIES, JOINT VENTURES, ASSOCIATES

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

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

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

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

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

AUDITORS & AUDITOR''S REPORTS

Statutory Auditors

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

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

Internal Auditors

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

Secretarial Auditors

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

Cost Auditors and Cost Audit

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

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

Reporting of Frauds by Auditors

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

RISK MANAGEMENT & ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Risk Management

Effective risk management is one of the pillars of our corporate governance framework. We believe that a robust risk management system is essential for achieving our objectives and goals, identifying potential obstacles and threats, and mitigating potential losses. By implementing a comprehensive risk management framework, we ensure that we are well-equipped to adapt to changing circumstances and allocate resources effectively. We have adopted a comprehensive risk management

policy which outlines our approach to managing risks across the organization and sets out clear guidelines defining our risk appetite and implementing a robust risk management framework. Our ERM framework provides a structured approach to identifying, assessing, mitigating, and monitoring risks across the organization. It also ensures that there are clear lines of accountability and oversight in place to ensure that risks are being managed effectively

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

Adequacy of Internal Financial Controls

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

Compliance Management

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

OTHER STATUTORY DISCLOSURES

Whistle Blower Policy - Vigil Mechanism

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

Annual Return

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

Particulars of loans, guarantees and investments

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

Related Party Transactions

Transactions/contracts/arrangements, falling within the purview of provisions of Section 1 88(1 ) of the Act, entered by the Company with related parties as defined under the provisions of Section 2(76) of the Act, during the financial year under review, were in the ordinary course of business and have been transacted at arm''s length basis. Material contracts, arrangements or transactions with related parties referred to in Section 188, entered during FY24 in Form AOC-2 are annexed as Annexure 3 to the Directors'' Report. The Related Party Transactions Policy is available on the Company''s website at www.lodhagroup.in/ investor-relations. Disclosures as required pursuant to para A of Schedule V of the Listing Regulations form part of the Standalone Financial Statements for FY24.

Particulars of employees

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

Particulars of employee remuneration, as required u/s 197(12) of the Act and read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Integrated Report.

In terms of the provisions of the first proviso to Section 136(1) of the Act, the Integrated Report is being sent to the shareholders excluding the aforementioned information. The information will be available for inspection at the registered office of the Company on all working days upto the date of AGM and a copy of the same will also be available electronically for inspection by the members during the AGM. Any member interested in obtaining such information may write to the Company Secretary at the corporate office of the Company.

Prevention of Sexual Harassment at Workplace

In compliance with the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act 2013, the Company has constituted an Internal Complaints Committee (ICC) for providing a redressal mechanism pertaining to sexual harassment at the workplace where any such incident can

be reported to the ICC as per the process defined under the policy. Details regarding the policy, including the details of the complaints received and disposed of, are provided elsewhere in this Integrated Report.

GENERAL DISCLOSURES

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

a. The Company has neither revised the financial statements nor the report of Board of Directors.

b. There are no material changes or commitments affecting the financial position of the Company between March 31, 2024 and the date of this report.

c. The Company has not accepted any deposits.

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

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

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

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

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

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

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

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

INTEGRATED REPORT

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE REPORT

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a. in the preparation of the annual accounts for the FY ended March 31, 2024, the applicable accounting standards

read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures thereof.

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31 , 2024 and of the profit of the Company for the FY ended on that date;

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

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

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

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

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation

for the assistance and support extended by all stakeholders.

---

Mar 31, 2023

The Directors are pleased to present the 28^th Annual Report (and the 2^nd Integrated Annual Report) of the Company for the financial year ended March 31,2023.

OVERVIEW OF OPERATIONS

We are among the largest residential real estate developers in India with presence across luxury, premium, mid-income and affordable segments through over 30 operating projects. We also develop commercial spaces comprising corporate offices, IT campuses, boutique offices and high street retail as part of our large developments. We not only develop these projects but also manage them post completion. Recently, we added a digital layer to our already established property management business through BelleVie, an integrated digital platform, to provide wider ambit of services to residents residing in our developments. We are focused on three of the largest cities of India - MMR where we are No. 1 player with a dominant market share and a growing presence in Pune and Bengaluru which we entered in FY23. We are also developing digital infrastructure parks across India mainly through our joint venture with India Opportunities Fund SSA Scheme I and Ivanhoe Warehousing Inc, funds managed by Bain Capital and Ivanhoe Cambridge (an arm of CDPQ).

Best ever year

FY23 continued to build on the momentum seen in the previous year and emerged as the best ever year for the Company on several parameters. The Company achieved its best ever presales of H 120.6 Bn (34% YoY) as well as best ever collections at H 106.1 Bn (23% YoY). The year also marked our entry into a new city i.e. Bengaluru where we acquired a JDA project. Company continued to reduce its net debt on a consistent basis through organic means with net debt for the year ending at H 70.7 Bn (reduction of H 22.3 Bn).

During the financial year, the Company launched 12 new projects and subsequent phases of existing projects. Some of the key launches during the year included Lodha Malabar, Lodha Bellevue, Lodha Divino, Ascenza, Crown Kolshet, Villa Royale Palava in MMR, and Lodha Giardino & Lodha Panache in Pune etc.

In FY23, the Company continued to add new projects in the under-represented micro markets of MMR & Pune where our brand is already well recognized and also marked our foray into Bengaluru market with acquisition of our first project. Our ability of quick turnaround from land acquisition to launch of the project has made us the preferred partner for the landowners to

do JDA on their land assets. This enabled the Company to add 12 new projects for 14 million square feet area amounting to nearly H 200.0 Bn GDV during the year across various micromarkets of MMR, Pune & Bengaluru largely through JDAs.

In terms of completion, the Company received occupation certificates for 9.3 million square feet. Significant ramp up in construction was seen in FY23 as effects of the pandemic waned. With construction now in full swing, we expect significant completion to continue FY24 onwards..

Focusing on green growth

Over the past year, we made major advances towards transitioning to net zero and creating a sustainable future for our stakeholders. We have switched our electricity needs to renewable sources in our entire operations and assets through a mix of direct purchase and on-site generation of renewable energy. With this we aim to achieve net zero carbon in our operations (scope 1, 2) within FY24, well ahead of our target (For more details refer the Net Zero Carbon Roadmap on page 107 of the Integrated Report). We also design all our projects as green buildings, our present certified/pre-certified portfolio is over 20 million sqft with an additional 30 million sqft under review for certification.

This year, we took significant steps across the focus areas of the Lodha Net Zero Urban Accelerator viz embodied carbon reduction, passive designs, equipment efficiency, clean energy and green mobility. We partnered with Xynteo on the ''Build Ahead Coalition'' that also aims to unite multiple stakeholders from the construction value chain in India to achieve net zero built environment in India. With an unwavering focus we continue to work towards creating a development template for the real estate industry which will demonstrate that growth decoupled from emissions is possible.

We were also ranked in the top-tier of various global leading sustainability benchmarks this year including S&P Global Corporate Sustainability Assessment (CSA), GRESB, Sustainalytics, and others. For more details on our performance across sustainability benchmarks refer the sustainable growth section on page 57 of the Integrated Report.

Operating Results

Particulars	UoM		Year ended March 31,2023	Year ended March 31,2022
Pre Sales (Developable Area)	Million square feet (Mn	Sq ft)	9.4	8.0
Pre Sales	Number of units		8,303	7,237
Pre Sales Value	H Billion (Bn)		120.6	90.2
Collections	H Billion (Bn)		106.1	86.0
Completed Developable Area	Million square feet (Mn	Sq ft)	9.3	5.3
Completed units	Number of units		9,623	4,551
Financial Results
Standalone Financial Highlights				(J Bn)
Particulars			FY 2022-23	FY 2021-22
Revenue from operations			87.3	83.5
Total Income			89.9	84.5
EBIDTA before exceptional items			18.4	19.6
Finance Cost			6.0	3.9
Profit Before tax			1.9	16.0
Profit for the year			3.0	11.3

Revenue from operations increased by ~5% YoY to H 87.3 Bn, primarily due to significant ramp up in construction activity leading to higher project completions and consequently higher receipt of occupancy certificates.

Profit for FY23 was H 3.0 Bn as compared to profit of H 11.3 Bn during the previous FY. The sharp decrease in profit was on account of exceptional item recognized in books pertaining to provision created on UK loans.

Consolidated Financial Highlights

The Audited Consolidated Financial Statements for the financial year ended March 31,2023 have been prepared in accordance with Indian Accounting Standard (Ind AS) - 110 on ''Consolidated Financial Statement'' read with Ind AS-28 on ''Investments in Associates and Joint Ventures'', notified under the Act, read with the Indian Accounting Standards Rules as applicable and same are in compliance with the Companies Act, 2013.

(H Bn)
Particulars	FY 2022-23	FY 2021-22
Revenue from operations	94.7	92.3
Total Income	96.1	95.3
EBIDTA before exceptional items	20.7	21.8
Finance Costs	4.8	6.8
Profit Before tax	4.5	17.2
Profit for the year	4.9	12.1

Revenue from operations increased by ~3% YoY to H 94.7 bn, primarily due to significant increase in pre-sales and area completed. Finance costs (other than included in Costs of Project) decreased by ~30% to H 4.8 Bn in FY23, primarily on account of sharp reduction in debt levels and lower interest rates.

Profit for the year was H 4.9 Bn as compared to H12.1 Bn in FY22. The sharp decrease in profit was due to recognition of exceptional item pertaining to provision created for UK Loans.

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

DIVIDEND AND RESERVES

The Board of Directors at its meeting held on April 22, 2023, has recommended payment of H2/- i.e., 20% per equity share of H10/- each of the Company on pre bonus paid-up equity share capital (being adjusted proportionately after bonus allotment to H1/- i.e, 10% per equity share) aggregating to H1.0 Bn as maiden dividend for the FY23. The dividend, is subject to the approval of shareholders at the ensuing Annual General Meeting of the Company, will be paid on or after September 18, 2023. The record date for the purpose of payment of final dividend is September 08, 2023. As per the Income Tax Act 1961, dividend paid or distributed by the Company shall be taxable in the hands

of the Shareholders. The Company shall accordingly, make the payment of the final dividend after deduction of tax at source.

The Company has not transferred any amount to General Reserve during the year.

DIVIDEND DISTRIBUTION POLICY

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

SHARE CAPITAL Authorised share capital

As on March 31,2023, the authorised capital of the Company was H 13,076.4 Mn divided into 1,29,49,45,750 equity shares of H 10 each aggregating to H 12,949.5 Mn and 1,26,96,250 Preference Shares of H 10 each aggregating to H 127.0 Mn. The authorised equity share capital increased by H 372.2 Mn on account of merger of certain subsidiaries with the Company.

Offer for sale by promoters / promoter group to eligible QIBs

The promoters and certain members of the promoter group sold 3,45,70,506 equity shares of the Company through an Offer for Sale by way of a QIP to eligible qualified institutional buyers on December 12, 2022, taking the public shareholding of the Company to 25% as mandated under the SEBI regulations.

Shares allotted pursuant to exercise of Stock Options

During the year, the Company issued and allotted 219,800 equity shares of H 10 each and 62,712 equity shares of H 10 each to eligible employees pursuant to exercise of stock options granted under Macrotech Developers Limited Employee Stock Option Scheme 2021 (ESOP Scheme 2021-I) and Macrotech Developers Limited Employee Stock Option Scheme 2021 -II (ESOP Scheme 2021-II) respectively. Consequently, the issued, subscribed and paid up equity share capital of the Company has increased from H 4,815.1 Mn to H 4,817.9 Mn.

MAJOR CORPORATE EVENTS

Achievement of Minimum Public Shareholding

On December 12, 2022, your Company achieved Minimum Public Shareholding of 25% as stipulated under regulation 19(2) (b) of the Securities Contracts (Regulation) Rules, 1957, by way of an Offer for sale of 3,45,70,506 equity shares of the Company by promoters and certain members of the promoter group of the

Company to eligible qualified institutional buyers at H 1,026 per share. This was achieved well ahead of the statutory timeline of April 18, 2024.

Merger Schemes

Details on the merger schemes approved, filed and withdrawn during FY23 are provided in note 64 to the Standalone financial statements. Five wholly owned subsidiaries of the Company viz Bellissimo Constructions and Developers Private Limited, Homescapes Constructions Private Limited, Primebuild Developers and Farms Private Limited, Palava Institute of Advanced Skill Training Private Limited and Center for Urban Innovation Private Limited merged with the Company with effect from May 20, 2023, pursuant to approvals granted by the National Company Law Tribunal, Mumbai bench.

Debentures

During the year under review, the Company has redeemed NCDs aggregating to H 7,428.7 Mn. The Company has issued Senior, Secured, Redeemable, Listed, Rated NCDs aggregating to H 3.7 Bn during FY 23. The total debentures outstanding as on March 31,2023 is H 12,382 Mn.

Early redemption of Senior Notes by subsidiary

Lodha Developers International Limited, Mauritius, wholly owned subsidiary of the Company fully prepaid the US$ 225 million, Singapore Stock Exchange listed 14% Senior Secured Notes in two instalments, in March 2022 and September 2022, six months prior to its contractual redemption date.

Credit Ratings

The Company is rated by three domestic rating agencies namely, ICRA Limited and CRISIL Ratings Limited and India Ratings & Research Private Limited.

• ICRA Limited assigned a first time credit rating of ICRA A (Stable) for the Company''s line of credit facility of H 6.0 Bn.

• CRISIL assigned a long term rating of CRISIL A/Stable and a short term rating of CRISIL A1

• India Ratings upgraded the Company to A/positive in May 2022, a two notch upgrade from their previous rating of ''BBB / Positive'' in December 2021.

Exceptional ESG Scores

We were ranked amongst the top ~1% of the 867 global real estate companies in the S&P Global Corporate Sustainability Assessment (CSA 2022) and we received a score of 75 out of 1 00 in our second year of participation. This is a significant improvement over FY22 where we were placed in the top 13%. We also received an overall ESG risk rating of 13.8 by Sustainalytics, and were placed in the "low-risk" category of ESG risk severity. In addition to these, scored well in other sustainability assessments like GRESB where we received 5-star rating with a score of 95/100 in the "Residential: Multi-family: High-rise" category and were placed 3^rd in Asia.

Employee Stock Option Schemes

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

Both ESOP schemes are in compliance with ESOP regulations. The Company has received a certificate from Shravan A. Gupta & Associates, Secretarial Auditor of the Company, certifying that the schemes are implemented in accordance with the ESOP Regulations and the resolutions passed by the members. The certificate is available for inspection by members in electronic mode. Details of ESOPs granted and vested are available in note 63 of the Standalone financial statements.

Disclosures as required under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB 2021), with respect to the Company''s ESOP Schemes, as on March 31, 2023 are available on our website at www.lodhagroup.in/ investor-relations.

Issuance of Bonus Equity shares

The Company has alloted 48,18,05,547 bonus equity shares of face value H 10 each to the existing equity shareholders of the Company, in the ratio of 1:1, by utilising the securities premium reserve and capital redemption reserve aggregating to H 4,818.1 Mn, pursuant to shareholders approval granted by postal ballot on May 23, 2023. The Company''s issued and paid up equity share capital after the allotment of bonus shares has increased to 96,36,11,094 equity shares of face value H 10 each fully paid. The Company has also made necessary adjustments to vested and unvested stock options granted under the Company''s ESOP schemes as per the SBEB 2021.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointments

Mr. Rajeev Bakshi was appointed as an Additional Director under the category of Independent Director of the Company with effect from June 29, 2022 by the Board of Directors on the recommendation of the NRC in accordance with Section 161(1) of the Act and the Articles of Association. His appointment as an Independent Director for a period of 5 years with effect from June 29, 2022, was approved by the shareholders at the previous Annual General Meeting (AGM) held on August 10, 2022.

Ms Harita Gupta was appointed as an Additional Director under the category of Independent Director of the Company with effect from September 20, 2022 by the Board of Directors on the recommendation of the NRC in accordance with Section 161(1) of the Act and the Articles of Association. Her appointment as

an Independent Director for a period of 5 years was approved by the shareholders by postal ballot with effect from September 20, 2022.

Mr Abhishek Lodha completed his present term as Managing Director & CEO of the Company on February 28, 2023 and was reappointed for a further term of five years by the Board w.e.f. March 1,2023, based on the recommendation of the NRC and by the shareholders at the previous AGM held on August 10, 2022.

Mr Rajendra Lodha completed his present term as Whole time Director of the Company on February 28, 2023 and was reappointed for a further term of five years by the Board w.e.f. March 1,2023, based on the recommendation of the NRC and by the shareholders at the previous AGM held on August 10, 2022.

Ms Raunika Malhotra was appointed as Whole time director for a period of two years by the Board of Directors with effect from June 26, 2023, based on the recommendation of the NRC and holds office till the conclusion of the ensuring AGM. Necessary resolution for her reappointment forms part of the accompanying AGM notice.

Retiring by rotation

Mr. Rajinder Pal Singh retires by rotation and being eligible, offers himself for re-appointment.

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

Key Managerial Personnel

Key Managerial Personnel as per Section 203 of the Act as on March 31,2023 are:

• Mr. Abhishek Lodha, Managing Director & CEO

• Mr. Rajendra Lodha, Whole time Director

• Ms. Raunika Malhotra, Whole time Director

• Mr. Sushil Kumar Modi, Chief Financial Officer

• Ms. Sanjyot Rangnekar, Company Secretary & Compliance Officer

Declarations by Independent Directors

The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of independence, as prescribed u/s 149 of the Act and the Listing Regulations and that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct.

Policy on appointment and Remuneration of Directors, Key Managerial Personnel and Other Employees and Board Diversity Policy

The Board has adopted a Nomination & Remuneration Policy on appointment and remuneration of Directors, Key Managerial Personnel & Senior Management and also a Board Diversity Policy. Salient features of the NRC Policy are annexed as Annexure 1 to the Board''s Report. These policies are available on our website at www.lodhagroup.in/investor-relations.

Board Evaluation and familiarisation programme

The Board carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and the Listing Regulations. Further details on the evaluation framework, criteria, process and outcome are provided in the Corporate Governance Report which forms part of this Integrated Annual Report. All Directors participated in the performance evaluation process. The results of evaluation were discussed in the NRC and Board meeting held on April 22, 2023, where it was concluded that there was a high level of board effectiveness with no areas of major concerns and the Board committees and the directors were performing their duties adequately.

A note on the familiarisation programme adopted by the Company for orientation and training of Directors is provided in the Corporate Governance report which forms part of this Integrated Annual Report.

BOARD COMMITTEES AND MEETINGS OF THE BOARD

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

All the recommendations made by all Board Committees, including the Audit Committee, were accepted by the Board. A detailed update on such Board Committees, its composition, governance of committees, terms and reference, number of Board and Committee meetings held during FY23 and attendance of the Directors at each meeting is provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

SUBSIDIARIES, JOINT VENTURES, ASSOCIATES

As on March 31, 2023, the Company had 17 consolidating subsidiaries, 20 subsidiaries considered as joint ventures under IND AS 28 and 3 associates (including 1 associate considered as subsidiary under IND AS 110). A statement containing the salient features of financial statements and details of performance of the Company''s subsidiaries and associates is attached to the financial statements of the Company in Form AOC-1.

Subsidiaries incorporated during FY23:

1. Bellissimo In city FC Mumbai 1 Private Limited

2. Bellissimo In city FC NCR 1 Private Limited

Entities which ceased to be subsidiaries of the Company on account of mergers during FY23:

1. Anantnath Constructions and Farms Private Limited

2. Sitaldas Estate Private Limited

3. MMR Social Housing Private Limited

4. Bellissimo Estate Private Limited

5. Renovar Green Consultants Private Limited

6. Kora Constructions Private Limited

7. Luxuria Complex Private Limited

8. Odeon Theatres and Properties Private Limited

9. Palava Industrial and Logistics Park Private Limited

Subsidiaries which became joint ventures of the Company during FY23:

1. Palava Induslogic 4 Private Limited

2. Palava Induslogic 2 Private Limited

3. Bellissimo In city FC Mumbai 1 Private Limited

Entities which ceased to be subsidiaries of the Company on account of mergers in FY24:

1. Bellissimo Constructions & Developers Private Limited

2. Homescapes Constructions Private Limited

3. Center for Urban Innovation Private Limited

4. Palava Institute for Advanced Skill Training Private Limited

5. Primebuild Developers and Farms Private Limited

The financial statements of each of the subsidiary companies are available on the Company''s website at https://www. lodhagroup.in/investor-relations/. A copy of the same will also be available electronically for inspection by the members during the AGM. Physical copies of annual financial statements of the subsidiary, associate and joint venture companies will also be made available to the investors of the Company and those of the respective companies upon request.

Pursuant to Regulation 16(1)(c), Cowtown Infotech Services Private Limited (Cowtown) was a material subsidiary of the Company during FY23 however did not qualify as a material subsidiary in terms of Regulation 24(1) of the Listing Regulations. A copy of the Secretarial Audit Report of Cowtown is provided in Annexure 2 to the Boards'' report. It does not contain any qualification, reservation, adverse remark or disclaimer. Cowtown continues to remain a material subsidiary of the Company.

AUDITORS & AUDITOR''S REPORTS Statutory Auditors

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

The statutory auditor''s report for FY23 does not contain any qualifications, reservations or adverse remarks and is enclosed with the financial statements with this Integrated Annual Report.

Internal Auditors

The Company has an Internal Audit department which is led by the Chief Internal Auditor. The scope of internal audit is based on an internal audit plan approved annually by the Audit Committee.

Secretarial Auditors

The Company had appointed Shravan A. Gupta & Associates Practicing Company Secretary to conduct Secretarial Audit for FY23. The Secretarial Auditor has confirmed compliance by the Company of all the provisions of applicable corporate laws. The Report does not contain any qualification, reservation, disclaimer or adverse remark. The Secretarial Audit Report is annexed as Annexure 2 to the Board''s report. The Board has reappointed Shravan A. Gupta & Associates Practicing Company Secretary as Secretarial Auditor of the Company for FY24.

Cost auditors and cost audit

The Company is required to maintain cost records and have the cost records audited by a cost auditor as specified u/s 148 of the Act. Cost records have been prepared and maintained by the Company for FY2. The Cost audit report for FY23 does not contain any qualification, reservation, disclaimer or adverse remark.

The Board on the recommendation of the Audit Committee has approved the appointment of D. C. Dave & Co, Cost Accountants, as Cost Auditors, for FY24. The resolution for ratification of remuneration payable to the Cost Auditors for FY24 forms part of the accompanying AGM notice.

Reporting of Frauds by Auditors

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

RISK MANAGEMENT & ADEQUACY OF INTERNAL FINANCIAL CONTROLSRisk Management

Your Company has adopted a Risk Management policy which is based on three pillars: Business Risk Assessment, Operational Controls Assessment and Policy compliance. The policy lays down broad guidelines for timely identification, assessment and prioritisation and mitigating risks.

The Company has constituted a Risk Management Committee consisting of members of the Board and key executives of the

Company to identify and assess business risks and opportunities. The scope of the Risk Management Committee includes identifying and reviewing risks at both enterprise level and at project level, risk mitigation planning, implementation and monitoring. The Audit committee evaluates internal financial controls and risk management systems. Further details on the Risk Management processes and systems are provided in the MD&A and other parts of the Integrated Annual Report.

Adequacy of Internal Financial Controls

The Company has a robust internal financial control system commensurate with the size, scale and complexity of its operations. It has put in place adequate controls, procedures and policies for ensuring orderly and efficient conduct of its business including adherence to policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records. The internal controls over financial reporting are identified by the management and are checked for effectiveness across all locations and functions by the management and tested by the Auditors on sample basis. No reportable material weaknesses were observed during the year under review. The Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY23.

Compliance Management

The Company has in place a robust automated Compliance Framework based on the inventory of all applicable laws and compliance obligations, which are regularly monitored and updated basis the changing requirements of law.

CORPORATE SOCIAL RESPONSIBILITY

Our CSR initiatives and activities are aligned with the requirements of Section 1 35 of the Act. The CSR Committee has been constituted in accordance with Section 135 of the Act. The Annual Report on Corporate Social Responsibility alongwith salient features of the CSR Policy is annexed as Annexure 6 to the Board''s Report. The CSR Policy is available on our website at www.lodhaqroup.in/investor-relations.

OTHER STATUTORY DISCLOSURESWhistle Blower Policy - Vigil Mechanism

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for directors, employees and other stakeholders to voice genuine concerns and report concerns about unethical conduct in conformation with Section 177 of the Act and the Listing Regulations, This Policy is available on the Company''s website at www.lodhagroup.in/ investor-relations. Further details on whistle blower policy are provided in the Corporate Governance Report which forms part of this Integrated Annual Report.

Annual Return

The Annual Return of the Company as on March 31, 2023 in Form MGT - 7 in accordance with Section 92(3) of the Act and

Rules is available on our website at https://www.lodhaaroup.in/ investor-relations/

Particulars of loans, guarantees and investments

In compliance with the provisions of the Act and Listing Reaulations, the Company extends financial assistance in the form of investment, loan and guarantees to its subsidiaries, from time to time in order to meet business requirements. Neither the Company nor any subsidiary has extended any financial assistance to promoter or promoter group entities which has been written off during last 3 years. Particulars of loans, guarantees and investments are detailed in Notes to the standalone financial statements provided in this Integrated Annual Report.

Related Party Transactions

Transactions/contracts/arrangements, falling within the purview of provisions of Section 188(1) of the Act, entered by the Company with related parties as defined under the provisions of Section 2(76) of the Act, during the financial year under review, were in the ordinary course of business and have been transacted at arm''s length basis. Material contracts, arrangements or transactions with related parties referred to in Section 188, entered during FY23 in Form AOC-2 are provided in Annexure

3. The Related Party Transactions Policy is available on our website at www.lodhagroup.in/investor-relations. Disclosures as required pursuant to para A of Schedule V of the Listing regulations form part of the Standalone Audited Financial Statements for FY23.

Particulars of employees

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

Particulars of employee remuneration, as required u/s 197(12) of the Act and read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Integrated Annual Report. In terms of the provisions of the first proviso to Section 136(1) of the Act, the Integrated Annual Report is being sent to the shareholders excluding the aforementioned information. The information will be available for inspection at the registered office of the Company on all working days upto the date of AGM and a copy of the same will also be available electronically for inspection by the members during the AGM. Any member interested in obtaining such information may write to the Company Secretary at the registered office of the Company.

Prevention of Sexual Harassment at Workplace

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

GENERAL DISCLOSURES

Your Directors state that for the FY23, no disclosures are required in respect of the following items and accordingly confirm as under:

a. The Company has neither revised the financial statements nor the report of Board of Directors.

b. There are no material changes or commitments affecting the financial position of the Company between March 31,2023 and the date of this report.

c. The Company has not accepted any deposits.

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

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

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

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

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

i. No petition/ application has been admitted under Insolvency and Bankruptcy Code, 2016, by the National Company Law Tribunal.

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

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

INTEGRATED ANNUAL REPORT

SEBI has recommended voluntary adoption of ''Integrated Annual Reporting'' (IR) by the top 500 listed companies in India with effect from 2017-18. The 2^nd Integrated Annual Report of the Company is guided by the principles of International Framework developed by the International Integrated Annual Reporting Council ("I IRC"). The report encompasses both financial and non-financial information to enable stakeholders to take well informed decisions and have a better understanding of the Company''s long term perspective.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis report for the year under review forms part of the Integrated Annual Report.

CORPORATE GOVERNANCE REPORT

The Corporate Governance report pursuant to regulation 34 of the Listing Regulations for the year under review forms part of the Integrated Annual Report. A certificate from Shravan A Gupta & Associates, Practicing company secretary and our secretarial auditor, confirming compliance with conditions of Corporate Governance is annexed as Annexure 7 to the Board''s report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report pursuant to regulation 34 of the Listing Regulations, describing the initiatives taken by the Company from environmental, social and governance perspective for FY 23 forms part of the Integrated Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of sub-section (3) of

Section 134 of the Act, your Directors confirm that:

a. in the preparation of the annual accounts for the FY ended March 31, 2023, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures thereof.

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

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

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

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

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

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation

for the assistance and support extended by all stakeholders.

---

Mar 31, 2021

The Directors are pleased to present the 26th Annual Report along with the Audited financial statements of the Company for the financial year ended March 31,2021.

Highlights of Operating & Financial Results

OPERATING RESULTS

Particulars	UoM		Year ended March 31,2021		Year ended March 31,2020
Sales (Developable Area)	Million square feet		5.1		6.2
Sales	Number of units		5,053		5,912
Sales Value	'' in crore		5,968		6,570
Gross Collections	'' in crore		5,052		8,190
Completed Developable Area	Million square feet		2.7		15.7
Completed units	Number of units		2,865		12,228
FINANCIAL RESULTS ('' h Crore)
Particulars	Standalone			Consolidated
	Year ended March 31,2021	Year ended March 31,2020		Year ended March 31,2021		Year ended March 31,2020
Revenue from operations	4,299.69	8,114.76		5,448.57		12,442.59
Other income	146.29	334.53		323.08		118.39
Total Income	4,445.98	8,449.29		5,771.65		12,560.98
Cost of projects	2,955.69	5,512.66		3,603.82		9,549.98
Employee benefits expense	256.51	280.09		286.35		390.44
Finance costs	817.89	782.05		1,125.69		730.36
Depreciation, impairment & amortization	57.29	243.26		73.43		292.40
Other expenses	102.25	416.30		186.43		594.89
Total Expenditure	4,189.63	7,234.36		5,275.72		11,558.07
Profit Before Exceptional Item	256.35	1,214.93		495.93		1,002.91
Exceptional Item	460.00	560.00		462.75		0.16
Share of Loss in Associate	-	-		(0.02)		(0.05)
Profit/(Loss) Before tax	(203.65)	654.93		33.16		1,003.02
Tax Credit/(Expenses)	17.93	(221.92)		14.73		(261.49)
Net Profit/(Loss) for the year	(185.72)	433.01		47.89		741.53
Other Comprehensive income/(Loss)	1.25	(0.22)		6.48		(12.32)
Total Comprehensive Income/(Loss) for the year	(184.47)	432.79		54.37		729.21

COVID 2019

During the first half of calendar year 2020, COVID-19 spread to a majority of countries across the world, including India. In March 14, 2020, India declared COVID-19 as a "notified disaster" and imposed a nationwide lockdown beginning on March 25, 2020.

The complete lockdown lasted until May 31,2020. Despite the lifting of the lockdown, there is significant uncertainty regarding the duration and long-term impact of the COVID-19 pandemic.

The pandemic caused a material decline in general business activity

and consequently a slowdown in residential sales, obtaining or renewing lease commitments for commercial developments. It caused construction delays due to several factors such as lockdowns enforced by government agencies, work-stoppage orders, disruptions in the supply of materials and shortage of labour. It led to a closure of our offices and we moved to a work-from-home model. We resumed operations at our offices and construction sites in a staggered manner in compliance with government guidelines. Our Trust under the "Lodha Foundation" brand supplied ~

350,000 warm meals to the needy across Mumbai during the lockdown period. It also distributed safety items like face masks, sanitizers etc. Food grains, vegetables and spices were also distributed to migrant labourers who were stuck in Maharashtra during the lockdown. A Covid care centre has also been opened in South Mumbai.

Notwithstanding the near-term economic headwinds, the longterm outlook for economic growth in India is positive as the fundamentals of the Indian economy continue to remain strong. Although there are uncertainties due to the resurgence of pandemic in the form of Covid 2nd wave and reversal of the positive momentum gained in the last quarter of FY2021, the Company has taken necessary steps and is getting prepared to navigate and overcome the challenges ahead.

Revenue & Profitability Analysis (Standalone)

Total revenue during the financial year 2020-21 was ''4,445.98 crore as against ''8,449.29 crore during the previous financial year, a decrease of 47.38%. Revenue from operations decreased primarily due to significantly lower construction resulting in delays in project completion and thereby receipt of occupancy certificates and significantly lower sales momentum in the first six months of financial year 2021 on account of the lockdown and slowdown in business activity as a result of the COVID-19 pandemic.

Loss for the year 2020-21 is ''185.72 crore as compared to profit of ''433.01 crore during the previous financial year.

Loss for the year was due to reduction in operating revenue and an exceptional item of ''460.00 crore towards provision for loan given to overseas subsidiaries predominantly representing interest on Parent Equity invested as debt. Deferred Tax Asset created on said provision is ''160.74 crore, resulting in net impact of ''299.26 crore on profitability.

Revenue & Profitability Analysis (Consolidated)

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements for the financial year ended March 31,2021 have been prepared in accordance with the Indian Accounting Standards prescibed by the Institute of Chartered Accountants of India and are in compliance with section 129 of Companies Act, 2013.

Total Revenue for the year ended March 31,2021 stood at ''5,771.65 crore as compared to ''12,560.98 crore during the year ended March 31,2020. In view of the lockdown, delay in receipt of occupancy certificate in some projects deferred revenue recognition for these projects to the next financial year.

Total expenditure for the year ended March 31,2021 stood at ''5,275.72 crore as against ''11,558.07 crore during the previous financial year.

Finance costs increased by 54.13% to ''1,125.69 crore for the year ended March 31,2021 from ''730.36 crore incurred during the previous financial year, primarily due to lower interest inventorisation.

Profit stood at ''47.89 crore for the year ended March 31,2021 as compared to ''741.53 crore during the previous financial year. The reduction in profit was on account of lower operating revenue due to Covid-19 pandemic and losses of overseas project predominantly representing interest on parent equity invested as debt.

Overview of Operations

We have a balanced portfolio of affordable and mid-income housing projects, premium and luxury housing projects, industrial and logistics park segments. We also have commercial projects as part of mixed use strategy in larger developments. Despite being impacted severely by Covid during the year, we managed to achieve pre-sales of ''5,968 crore across all segments. This was primarily driven by company''s performance in the second half year of FY21, the first half being deeply impacted by Covid induced lockdowns in the MMR. This included one of our best ever quarterly pre-sales performance in Q4 FY21 where we sold real estate worth ''2,513 crore. FY21 was also a year where our industrial & logistics parks vertical got a great impetus and signed multiple deals.

Our large ongoing portfolio of affordable and mid-income housing projects include Palava (Navi Mumbai, Dombivali Region), Upper Thane (Thane outskirts), Amara (Thane), Lodha Sterling (Thane), Lodha Luxuria (Thane), Crown Thane (Thane), Bel Air (Jogeshwari), Lodha Belmondo (Pune), Lodha Splendora (Thane) and Casa Maxima (Mira Road). Our large townships are located at Palava (Navi Mumbai, Dombivali Region) and Upper Thane (Thane outskirts).

Our affordable and mid-income housing developments accounted for 58% and 57.8% of our total residential Pre-Sales during FY 2021 and the FY 2020, respectively.

Our premium and luxury housing projects include Lodha Park (Worli), Lodha World Towers (Lower Parel), Lodha Venezia (Parel) and New Cuffe Parade (Wadala). In addition, we have a few projects under the "Lodha Luxury" brand, which comprise small-scale, high-value developments such as Lodha Altamount (Altamount Road), Lodha Seamont (Walkeshwar) and Lodha Maison (Worli).

The Company received several awards during the year which showcase the strength of the brand that it possesses. Notable awards received during the year are "Top Developer of the Year" by Times Real Estate Icons of West India in 2020, "Project of the Year and Top Super Luxury Segment Homes" for The World Towers by Times Real Estate Icons of West India in 2020, "Top Township Project (above 350 acres)" for Palava by Times Real Estate Icons of West India in 2020, "Experiential Digital Marketing Excellence" for Palava by DIGIXX 2021.

As part of our industrial & logistics park portfolio, to begin with we are developing a logistics and industrial park spread over 800 acres of land near Palava, which is strategically located near the Jawaharlal Nehru Port, the proposed international airport in Navi Mumbai and the industrial hub of Taloja. As we progress further in this segment, we look to utilize more of our land parcel in Palava & Upper Thane and aim to take it up to 3,500 acres over a period.

We have monetized nearly 165 acres of land in the Palava Logistics & Industrial Park (PLIP) either through JVs with reputed investors such as Morgan Stanley or through outright sales to some of the marquee global players e.g. FM Logistics- a French 3PL firm. Thus far the Company has already monetized more than 255 acres of the industrial park segment through JV or outright sale.

Dividend and Reserves

The Board does not recommend any dividend for the financial year under review. No amount was transferred to reserves during the year. The dividend distribution policy is available on the website at https://www.lodhagroup.in/investor/policies.

Major Corporate Events During The Year

Initial Public Offering

The Company has completed an Initial Public Offering (IPO) of its equity shares comprising a fresh issue of 5,14,40,328 equity shares having a face value of ''10 each at premium of ''476 per share, aggregating ''2,500 crore. The equity shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited with effect from April 19, 2021. The IPO witnessed strong participation from marquee anchor investors including some of the largest long only, pension and sovereign funds amidst extremely volatile market conditions due to increasing Covid cases.

Corporate reorganization

The following schemes of arrangement were approved by the National Company Law Tribunal ("NCLT") under sections 230 to 232 of the Companies Act 2013.

a. Demerger of ''One Lodha Place'' into One Place Commercials Private Limited effective September 25, 2020.

b. Amalgamation of Copious Developers and Farms Private Limited and Ramshyam Infracon Private Limited effective June 18, 2021.

The following schemes have been filed and are pending for approval before NCLT, Mumbai bench:

a. Demerger of EVOQ Tower situated at New Cuffe Parade Wadala, into Homescapes Constructions Private Limited (a wholly owned subsidiary) filed on February 24, 2021

b. Amalgamation of Palava Dwellers Private Limited with the Company filed on March 29, 2020

Withdrawal application for demerger of residential towers from the Belmondo and Splendora projects into two wholly owned subsidiaries viz Luxuria Complex Private Limited and Renovar Green Consultants Private Limited respectively was approved by NCLT, Mumbai Bench vide order dated December 18, 2020.

Changes in Share Capital

The paid-up equity share capital of the Company as on March 31, 2021 is ''395.88 crore divided into 39,58,78,000 equity shares of face value of '' 10 each. Subsequent to the IPO the paid-up equity share capital of the Company was increased to ''447.32 crore divided into 44,73,18,328 equity shares of face value of ''10 each. The promoter''s holding in the company post IPO is 88.50%. The company shall comply with minimum public shareholding requirements in due course as per applicable laws.

Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company for the year ended on March 31,2021 is available on the Company''s website at www. lodhagroup.in

Directors and Key Managerial Personnel

Appointment

Mr Mukund Chitale was appointed as an independent director for the first term of five years effective November 23, 2016. His office of directorship is due for retirement on November 22, 2021. Based on the recommendation of the Nomination and Remuneration Committee and after taking into account the performance evaluation during his first term of five years and considering his knowledge, acumen, expertise, experience, integrity, proficiency and substantial contribution made to the Company during his tenure, the Board at its meeting held on May 14, 2021, approved the reappointment of Mr. Chitale as an independent director of the Company with effect from November 23, 2021 to November 22, 2026, whose office shall not be liable to retire by rotation. The Board recommends his reappointment to the shareholders.

The Board at its meeting held on July 30, 2021, based on the recommendation of the Nomination and Remuneration Committee, approved the appointment of Mr. Lee Polisano as an independent director of the Company for a period of five years, whose office shall not be liable to retire by rotation, subject to the approval of shareholders. In the opinion of the Board, he brings wide international experience, proficiency and expertise in architectural design which will provide valuable insights to the Company. The Board recommends his appointment to the shareholders.

Retiring by rotation

Mr. Rajinder Pal Singh retires by rotation and being eligible, offers himself for re-appointment.

Necessary resolutions for the above are included in the accompanying notice of the Annual General Meeting.

Cessation

Mr Berjis Desai resigned as an Independent Director with effect from August 17,2020 due to personal commitments. The Board places on record its appreciation for the services rendered by him during his tenure as director.

Key Managerial Personnel

Mr. Jayant Mehrotra resigned as CFO w.e.f. June 26, 2020. The Board places on record its appreciation for the services rendered by him during his tenure as CFO. Mr. Sushil Kumar Modi was appointed as Chief Financial Officer w.e.f. June 26, 2020.

Key Managerial Personnel as per Section 203 of the Act as on March 31,2021 are:

• Mr. Abhishek Lodha, Managing Director & CEO

• Mr. Rajendra Lodha, Whole time Director

• Ms. Raunika Malhotra, Whole time Director

• Mr. Sushil Kumar Modi, Chief Financial Officer

• Ms. Sanjyot Rangnekar, Company Secretary

MEETINGS OF THE BOARD

The Board met seven times during the financial year ended March 31,2021; on June 26, 2020, September 4, 2020, November 8, 2020, December 9, 2020, January 29, 2021, February 13, 2021 and March 30, 2021.

BOARD EVALUATION

The Board carried out an annual evaluation of its own performance, Chairman, board committees, and individual directors pursuant to the provisions of the Act. Performance of the board was evaluated after seeking inputs from all the directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning, etc. Performance of committees was evaluated by the Board after seeking inputs from the committee members. The Board and the Nomination & Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings.

In a separate meeting of independent directors, performance of the Chairman, non-independent directors and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DECLARATION BY INDEPENDENT DIRECTORS

The independent directors of the Company have submitted declarations of independence as required under Section 149(7) of the Companies Act, confirming that they meet the criteria of independence under Section 149(6) of the Companies Act and Regulation 16 of the Listing Regulations.The Independent directors have also confirmed that they have complied with the company''s code of conduct.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act. The contents of the CSR Policy and revised format of the CSR Report notified in the Companies (Corporate Social Responsibility Policy) Amendment Rules 2021 dated January 22,2021 is attached at Annexure I to this Report. The CSR policy is available on the website of the company at https://www.lodhagroup.in/investor/ policies.

POLICY FOR APPOINTMENT OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Company''s policy on appointment of directors, Key managerial personnel and other employees ("Nomination & Remuneration Policy") is available on the Company''s website at https://www. lodhagroup.in/investor/policies. Extracts from the policy are reproduced in Annexure II to this report.

AUDITORS & AUDITOR''S REPORTS

Statutory Auditor

MSKA & Associates, Chartered Accountants were appointed as Statutory Auditors of the Company at the Annual General Meeting held on September 22, 2016 for a term of five consecutive years and hold office till the conclusion of the forthcoming Annual General Meeting.

The Board of Directors at its meeting held on May 14, 2021, after considering the recommendations of the Audit Committee, has recommended the re-appointment of MSKA & Associate as the Statutory Auditors of the Company, for approval of the Members, to hold office for a period of five consecutive years, from the conclusion of the ensuing 26th Annual General Meeting until the conclusion of the 31st Annual General Meeting to be held in the calendar year 2026.

A resolution proposing re-appointment of MSKA & Associates, Chartered Accountants as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 forms part of the Notice of Annual General Meeting.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shravan A. Gupta & Associates Practicing Company Secretary was appointed as Secretarial Auditor to conduct secretarial audit for the financial year 2020-21.

Cost records and cost audit

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time,

D. C. Dave & Co, Cost Accountants have been appointed as Cost Auditor for conducting Cost Audit of cost records for the financial year 2021-22. A resolution seeking members'' ratification for the remuneration payable to the Cost Auditor forms part of the accompanying Notice of the 26th Annual General Meeting.

Auditor''s Reports

The statutory auditor''s report for financial year 2020-21 does not contain any qualifications, reservations or adverse remarks. The Auditor''s report is enclosed with the financial statements with this Annual Report. No frauds have been reported by the Auditor during financial year 2020-21.

The Secretarial Audit Report of the company and Palava Dwellers Private Limited (material subsidary) for financial year 2020-21 does not contain any qualifications, reservations or adverse remarks.

The Secretarial Audit Reports are provided in Annexure III to this Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

In terms of Section 1 34 of the Companies Act, 2013, the particulars of loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 are detailed in Notes to the standalone financial statements.

RELATED PARTY TRANSACTIONS

Transactions/contracts/arrangements, falling within the purview of provisions of Section 188(1) of the Companies Act, 2013, entered by the Company with related parties as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review, were in the ordinary course of business and have been transacted at arm''s length basis.

Material contracts, arrangements or transactions with related parties referred to in Section 188, entered during the year ended March 31,2021 in Form AOC-2 are provided in Annexure IV.

Disclosures as required pursuant to para A of Schedule V of the Listing Regulations form part of the Audited Financial Statements for the financial year 2020-21.

As required under Regulation 23 of the Listing Regulations, the Company has formulated a Related Party Transactions Policy which is available on the website of the Company at https://www. lodhagroup.in/investor/policies.

PARTICULARS OF REMUNERATION TO EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure V to this Report. The information required pursuant to Section 197 of the Companies Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is available for inspection by the Members at registered office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary.

MACROTECH DEVELOPERS LIMITED EMPLOYEE STOCK OPTION SCHEME 2021 (ESOP SCHEME 2021)

No options were granted / vested / exercised during year under review. After completion of the financial year, the Nomination and Remuneration Committee vide circular resolution dated April 10, 2021 approved grant of 1,140,000 options to 14 eligible employees of the Company, pursuant to the eligibility criteria stipulated under the ESOP Scheme 2021. The ESOP Scheme 2021 is being administered and monitored by the Nomination & Remuneration Committee of the Company. The scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014.

The Company proposes to implement an ESOP Scheme 2021-II which is subject to shareholders'' approval. Necessary resolutions for implementing this scheme form part of the accompanying Annual General Meeting notice.

SUBSIDIARIES, JOINT VENTURES, ASSOCIATES

The Company is a subsidiary of Sambhavnath Infrabuild and Farms Private Limited. The Company has 49 subsidiaries / associates on March 31,2021. A statement containing the salient features of financial statements and details of performance of the Company''s subsidiaries and associates is attached to the financial statements of the Company in Form AOC-1 . The following entities were added as subsidiaries during the year:

1. Brickmart Constructions and Developers Private Limited

2. Primebuild Developers and Farms Private Limited

3. Homescapes Constructions Private Limited

4. Classichomes Developers and Farms Private Limited

5. Palava Induslogic 2 Private Limited

6. 1GS Properties Investments Limited

7. 1GS Investments Limited

MATERIAL UNLISTED INDIAN SUBSIDIARY

As at March 31,2021, Palava Dwellers Private Limited is a material un-listed Indian subsidiary under Regulation 24 of the Listing Regulations.

CORPORATE GOVERNANCE REPORT

The Company''s shares are listed with BSE Limited and National Stock Exchange of India Limited with effect from April 19, 2021.

The Report on Corporate Governance forming part of this annual report is prepared and presented on a voluntary basis in keeping with the Management''s commitment and belief in maintaining the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India. A certificate from the Statutory auditor confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V to the Listing Regulations and applicable provisions of the Companies Act forms part of the Corporate Governance Report.

BUSINESS RESPONSIBILITY REPORT

As the company''s shares are listed on BSE Limited and National Stock Exchange of India Limited with effect from April 19, 2021, the Business Responsibility Report for FY2020-21 is prepared and presented on a voluntary basis and forms part of this Annual Report.

BUSINESS RISK MANAGEMENT

Your Company has adopted a Risk Management policy which is based on three pillars: Business Risk Assessment, Operational Controls Assessment and Policy Compliance processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Though not mandatory at present, the Company has constituted a Risk Management Committee consisting of members of the Board and key executives of the Company to identify and assess business risks and opportunities. The scope of the Risk Management Committee includes identifying and reviewing risks at both enterprise level and at project level, risk mitigation planning, implementation and monitoring. The key risks and mitigation actions shall be placed before the Audit Committee of the Company. The composition, scope and terms of reference of the Committee are in compliance with Regulation 21 of the the Listing Regulations.

INTERNAL FINANCIAL CONTROL SYSTEM

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

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company''s Whistle Blower Policy is in line with the provisions of Section 177 of the Companies Act, 2013 and as per Regulation 22 of the Listing Regulations. This Policy establishes a vigil mechanism for Directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct. The said mechanism also provides for adequate safeguards against victimisation of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

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

Particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished below:

A. Conservation of Energy

i. Steps taken or impact on conservation of energy

• Increased focus on passive designs to reduce the energy footprint of a building

• Keeping walkability quotient high on township projects

• LEED USGBC and BEE rated commercial portfolio

• Glazing used across our offices projects is better than the glazing recommended in the ECBC/ECBC categories

• Fine tuning of electrical demands based on historical data analysis.

• Deployment of roof insulation, high solar reflectance index (SRI) paints and green terrace, together or separately across produce to reduce the overall building air conditioning requirements thereby improving the building performance

• Use of premium efficiency motors in our projects

• Installation BEE 5-star AC units across apartments in our high end and flagship projects despite higher upfront capex.

• Use of variable frequency drives for all elevators and select air conditioning equipment.

• Lighting control systems in select common areas; and extensive use of LED lights

• Use of extensive use of materials like fly ash, GGBS, etc. at all our projects, resulting in saving of cement thus indirectly saving energy consumed in manufacturing of cement.

• Prefabricated dwelling units for labour accommodation with bunkers to minimise the areas utilized by the camps, reducing transportation needs and controlling environmental degradation by proper waste disposal facilities. Regulated water and power supply to labour camps across all sites.

• Use of reusable aluminium formwork in place of wooden formwork during construction

ii. Steps taken for utilizing alternate sources of energy

• Installation of solar water heaters for the residential buildings at our projects.

• Installation of solar powered street lights at township projects

• Installation of 1MW land mounted solar plant which partially meets the power requirements of our Xperia Mall

iii. Capital investment on energy conservation equipment

The Company continues to make project level investments for reduction in consumption of energy. The capital investment on energy conservation is embedded in project cost and is not separately quantified.

iv. Impact of measures for reduction of energy consumption

• Direct reduction in the electricity demand

• Reduction in costs of procuring the energy

• Reduced transportation needs, improvement in health and wellbeing of construction workforce

• Reduction in overall carbon footprint of the comapay''s operations

B. Technology absorption

We continually implement initiatives which improve efficiency and reduce the overall carbon footprint of our operations:

i. Efforts made towards technology absorption

a. We have designed the air conditioning system of one of our upcoming building with DOAS (Dedicated outdoor air systems) so that we can deploy high temperature chillers to achieve exceptional energy performance

b. We have also initiated discussion to adopt newer renewable energy utilization models like green tariffs through utility companies.

c. As part of our pandemic resilience efforts, we have started deploying UVGI filtration to all air handling units under our management

d. We have entered into MoUs and agreements with EV charging infra providers to enable EV charging progressively at all our projects.

ii. Benefits derived like product improvement, cost

reduction, product development or import substitution

a. These initiatives will help us achieve very high energy performance, thereby making our product more competitive

b. Our efforts also promote the use of electric vehicles which are good for environment and are aligned with the longterm vision of 2030 EV Policy of the Government of India

iii. Imported Technology

Nil

C. Foreign Exchange Earnings & Outgo

During financial year 2020-21, foreign exchange earnings and outgo was '' 12.46 crore and '' 36.66 crore respectively.

GENERAL DISCLOSURES

Your Directors state that for the financial year ended March 31,

2021, no disclosures are required in respect of the following items

and accordingly confirm as under:

i. The Company has neither revised the financial statements nor the report of Board of Directors.

ii. No cases were filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal Act, 2013. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under this Act.

iii. There are no material changes or commitments affecting the financial position of the Company between March 31,2021 and the date of this report.

iv. The Company has not accepted any deposits during financial year 2020-21.

v. No instance of fraud has been reported to Board of Directors of the Company by the Auditors or any other person.

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

vii. During the financial year 2020-21 there was no change in the nature of the business of the Company.

viii. There has been no issue of equity shares with differential rights as to dividend, voting or otherwise during the financial year 2020-21.

ix. The Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India during the financial year 2020-21.

x. No petition/application has been admitted under Insolvency & Bankruptcy Code, 2016, by NCLT.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement clause (c) of sub-section (3) of Section

134 of the Companies Act, 2013, your Directors confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31,2021, the applicable accounting standards have been followed and there are no material departures

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2021 and of the profit/loss of the Company for the financial year ended on that date;

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

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis report forms a part of

this Annual Report.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for

the assistance and support extended by all stakeholders.