Directors Report of Peninsula Land Ltd.

Mar 31, 2025

The Board of Directors (''the Board'') of Peninsula Land Limited (''the Company'') is pleased to present their 153rd Annual Report together
with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2025.

1. FINANCIAL RESULTS (Amount in I akhs )

	Standalone ('' in Lakhs)		Consolidated ('' in Lakhs)
Particulars	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Total Income	26,284	52,787	28,016	58,205
Profit before Exceptional Items and Tax and share of Associates and Joint Ventures	(993)	7,658	(1,659)	9,074
Share of Profit/ (Loss) of Associates and Joint Ventures	-	-	(63)	21
Exceptional Items	(652)	1,721	(1140)	3,731
Profit/(Loss) before Tax for the year	(1,645)	9,379	(2,862)	12,826
Profit/(Loss) after Tax (Including OCI and after share of profit/ (loss) of Minority Interest)	(2,775)	9,371	(3,887)	12,821
Profit/ Losses Brought Forward from Previous Year	(68,508)	(77,879)	(64,903)	(77,773)
Net Profit available for appropriation	-	-	-	-
Appropriation	-	-	-	-
Retained Earnings/(Losses) carried forward	(71,283)	(68,508)	(68,752)	(64,903)

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES

No Company/LLP/body Corporate/Association of Persons
became subsidiary, associate or JV during the financial year
under review.

The Board of Directors of your Company has approved a policy
for determining material subsidiaries in line with the Listing
Regulations. The policy is available on the Company''s website at
www.peninsula.co.in.

The Company has 23 (twenty - three) subsidiaries (including
direct and step-down subsidiaries), 5 (five) Joint Ventures and 2
(two) Associate Companies as on March 31, 2025 as given below:

SUBSIDIARIES:

1. Peninsula Holdings and Investments Private Limited

2. Peninsula Mega Properties Private Limited

3. Peninsula Crossroads Private Limited

4. Pavurotti Real Estate Private Limited

5. Peninsula Mega Township Developers Limited

6. Midland Township Private Limited

7. Rockfirst Real Estate Limited

8. Truewin Realty Limited

9. Goodhome Realty Limited

10. RR Mega City Builders Limited

11. Inox Mercantile Company Private Limited

12. Peninsula Facility Management Services Limited

13. Peninsula Investment Management Company Limited

14. Peninsula Pharma Research Centre Private Limited

15. Peninsula Trustee Limited

16. Planetview Mercantile Company Private Limited

17. Takenow Property Developers Private Limited

18. Peninsula Integrated Land Developers Private Limited

19. Peninsula Mega City Development Private Limited

20. Sketch Real Estate Private Limited

21. Eastgate Real Estate Developers LLP

22. Westgate Real Estate Developers LLP

23. Topvalue Real Estate Development Limited

JOINT VENTURES:

1. Bridgeview Real Estate Development LLP

2. HEM Infrastructure and Property Developers Private Limited

3. Penbrook Capital Advisor Private Limited

4. Peninsula Brookfield Trustee Private Limited

5. Harborpeak Real Estate Private Limited

6. HEM Bhattad (AOP)

ASSOCIATES:

1. RA Realty Ventures LLP

2. SEW Engineering (India) Private Limited (held for sale)

A statement containing the salient features of the financial
statements of the Company''s aforesaid subsidiaries, Joint
Ventures and associates is annexed in the prescribed Form
AOC-1 to this Report as Annexure-1.

The Company will provide the financial statements of the
subsidiaries/step-down subsidiaries, joint ventures and
associates and the related information to any member of the
Company who may be interested in obtaining the same. The
Financial Statements of the Subsidiaries will also be kept open
for inspection at the Registered Office of the Company and
that of the respective Subsidiaries. Consolidated Financial
Statements of the Company forming part of this Annual
Report include the financial statements of such entities. The
financial statements of aforesaid entities are also hosted on
the website of the Company at www.peninsula.co.in.

During the year ended March 31, 2025, the Company does
not have any material subsidiary companies as defined in
the Securities and Exchange of India (Listing Obligations and
Disclosure Requirements), 2015 (''Listing Regulations ''). The
Policy for determining Material Subsidiaries of the Company
is available on the Company website at www.peninsula.co.in.

3. DIVIDEND

To conserve the funds required for business growth plans,
no dividend is recommended for the financial year ended
March 31, 2025.

4. TRANSFER TO RESERVES

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

5. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis for the financial
year under review, as stipulated under Regulation 34(2)
(e) read with Part B of Schedule V of the SEBI Listing
Regulations, is presented in a separate section and forms
part of the Integrated Annual Report.

It provides mandatory disclosures required under the SEBI
Listing Regulations comprising of inter-alia details about the
overall industry structure, economic scenarios, operational
and financial performance of the Company, business strategy,
internal controls and their adequacy, risk and concerns and
other material developments during the financial year 2024-25.

6. REVIEW OF PERFORMANCE

A. Standalone: For the financial year ended March 31, 2025,
Revenue from operations was ^ 24,165 lakhs as against
^ 51,963 lakhs in financial year ended March 31, 2024. Net
profit after tax was ^ (2,527) lakhs as against ^ 9,379 lakhs
in financial year ended March 31, 2024.

B. Consolidated: For the financial year ended March 31, 2025,
Revenue from operations was ^ 25,774 lakhs as against
^ 57,204 lakhs in financial year ended March 31,2024. Net
profit after tax was ^ (3,639) lakhs as against ^ 12,829 lakhs
in financial year ended March 31, 2024.

7. SHARE CAPITAL

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

Particulars of	Details as on March 31,2025		Details as on March 31,2024
Share Capital	No. of shares	Amount	No. of Shares	Amount
Authorised Share Capital
Equity Shares	39,05,00,000	78,10,00,000	39,05,00,000	78,10,00,000
0.01% Non -Cumulative Redeemable Preference Shares	20,000	2,00,000	20,000	2,00,000
5% Cumulative Redeemable Preference Shares	1,000	10,000	1,000	10,000
Issued, Subscribed and Paid -		up Capital
Equity Share Capital	32,40,01,220	64,80,02,440	30,87,01,220	61,74,02,440

During the financial year under review, Company had
converted 1,53,00,000 warrants into 1,53,00,000 additional
equity shares of ^ 2/- each fully paid up with ^ 12/- premium
per share in pursuance of 1 warrant converted into 1 equity
shares of ^ 2/- each fully paid as per terms approved by
Members at its Extra Ordinary General Meeting held on
March 18, 2023 and as per Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018.

8. DEBENTURES

During the financial year under review, the Company had
issued 2,65,48,672 Unlisted, Unrated, Unsecured Optionally
Convertible Debentures (OCDs) each, convertible into 1 (one)
fully paid-up equity share of face value Rs. 2/- (Rupees Two
only) at a conversion price of Rs. 56.50/- (Rupees Fifty-Six
and Fifty Paise only) each, at par, for cash consideration
aggregating to amount of Rs. 1,49,99,99,968 (Rupees One
Hundred Forty-Nine Crores Ninety-Nine Lakhs Ninety - Nine
Thousand Nine - Hundred Sixty-Eight only) on a preferential

basis through private placement to Arsenio Strategies
Private Limited.

9. DISCLOSURE RELATING TO EQUITY SHARES WITH
DIFFERENTIAL RIGHTS

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

10. DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT
DIRECTLY EXERCISED BY EMPLOYEES

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

11. DISCLOSURE RELATING TO SWEAT EQUITY SHARES

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

12. CHANGE IN THE NATURE OF THE BUSINESS

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

13. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS
AND COMPANY''S OPERATIONS IN FUTURE

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

14. ADEQUACY OF INTERNAL FINANCIAL CONTROL

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

15. CREDIT RATINGS

The Company during the financial year 2024-25 has obtained
credit rating from Care Ratings Limited for the below facility.

FACILITY RATED	AMOUNT (^ IN CRORE)	RATING	REMARKS
Rupee Term Loan	250	CARE BBB-	New Rating
under the Mahabank		Stable
Commercial Lease Rental
Discounting Scheme

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

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

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of Section 152 of the Act,
read with rules made thereunder, Mr. Rajeev A. Piramal
(DIN:00044983) Executive Vice Chairman & Managing
Director of the Company is liable to retire by rotation at the
ensuing Annual General Meeting and being eligible, offers
himself for re-appointment.

The Board recommends the re-appointment of Mr. Rajeev A.
Piramal as a Director for your approval.

B. CHANGE IN DIRECTORS

i. The second consecutive term of office of Lt. Gen.
Deepak Summanwar (Retd.) (DIN:02017830) as the
Independent Director of the Company was completed
on September 26, 2024. Accordingly, he ceased to act
as an Independent Director of the Company with effect
from September 27, 2024.

ii. Ms. Mitu Samarnath Jha (DIN: 07244627) was appointed
as an Additional Independent Director by the Board of
Directors with effect from September 25, 2024 which
was regularized by the Shareholders of the Company
via Postal Ballot on December 20, 2024.

iii. Mr. Ashwin Ramanathan (DIN: 08543918) was appointed
as an Additional Independent Director by the Board of
Directors with effect from November 07, 2024 which
was regularized by the Shareholders of the Company
via Postal Ballot on December 20, 2024.

iv. Mr. Hrishikesh Parandekar (DIN: 01224244) was
appointed as an Additional Director under the category
of Nominee Director representing Arsenio Strategies
Private Limited part of Alpha Group with effect from
August 08, 2024 by the Board of Directors which was
regularized by the Shareholders of the Company at its
152^nd Annual General Meeting held on September 11,
2024.

v. Mr. Pankaj Kanodia (DIN:02000161) was re-appointed as
the Independent Director of the Company to hold office
for a second term of 5 (five) consecutive years on the
Board of the Company commencing from May 30, 2024.

C. KEY MANAGERIAL PERSONNEL

Mr. Mukesh Gupta resigned as a Company Secretary,
Compliance Officer and Nodal Officer with effect from close
of business hours on April 10, 2025. Ms. Pooja Sutradhar has
been appointed as a Company Secretary, Compliance Officer
and Nodal Officer with effect from May 29, 2025.

D. DECLARATIONS BY INDEPENDENT DIRECTORS

Pursuant to the provisions of sub-section (7) of Section 149 of
the Companies Act, 2013, the Company has received individual
declarations from all the Independent Directors confirming
that they fulfil the criteria of independence as specified in
Section 149(6) of the Companies Act, 2013. Further, in opinion
of the Board, all Independent Directors possess integrity,
expertise and experience including the proficiency required
to be Independent Directors of the Company, fulfil all the
conditions of independence as specified in the Act and SEBI
Listing Regulations.

Independent Directors who are required to undertake the
online proficiency self-assessment test as contemplated
under Rule 6(4) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, have passed such
test. Independent Directors of the Company have registered
themselves with the Indian Institute of Corporate Affairs,
Manesar (‘IICA'') as required under Rule 6 of Companies
(Appointment and Qualification of Directors) Rules, 2014.

18. BOARD AND COMMITTEES OF BOARD

A. BOARD

The Board of your Company comprises of 2 (two) Executive
Directors, 3 (three) Non-Executive Directors and 5 (five)
Independent Directors. The Board of Directors met 5 (five)
times during the financial year under the review as per the
provisions of Secretarial Standards, Companies Act, 2013
and the Listing Regulations. The intervening gap between
the meetings did not exceed 120 days, as prescribed under
the Act and SEBI Listing Regulations. The details of board
meetings and the attendance of the Directors are provided
in the Corporate Governance Report, which forms part of
this Annual Report.

B. COMMITTEES OF THE BOARD

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

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

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

C. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company meet without
the presence of other Directors or the management of
the Company. The Meetings are conducted to enable
the Independent Directors to, inter-alia, discuss matters
pertaining to review of performance of the Non-Independent
Directors, the Board as a whole and the Chairperson of the
Company (taking into account the views of the Non-Executive
Directors) and to assess the quality, quantity and timeliness
of flow of information between the Company''s management
and the Board that is necessary for the Board to effectively
and reasonably perform their duties

During the financial year under review, the Independent
Directors met on February 07, 2025 complying with the
requirements of Schedule IV of the Companies Act, 2013 and
the provisions of Listing Regulations. The meetings were
attended by all Independent Directors of the Company.

D. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE
AND BOARD

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

The Board at its meeting held on February 07, 2025 carried
out the evaluation of every Director''s performance, its own
performance and that of its Committees and individual
Directors. The evaluation of the Independent Directors
was carried out by the entire Board, excluding the Director
being evaluated. Further, the Independent Directors at their
meeting held on February 07, 2025, evaluated performance of
the Chairperson, Non-Independent Directors of the Company
and the performance of the Board as a whole.

The Directors were satisfied with the evaluation results,
which reflect the overall engagement of the Board and its
Committees.

The Nomination & Remuneration Committee at its meeting
held on February 07, 2025 reviewed the implementation and
compliance of the process of evaluation of performance as
specified by the said Committee.

E. BOARD FAMILIARISATION

Your Board is regularly updated on changes in statutory
provisions, as applicable to your Company. Your Board is
also updated on the operations, key trends and risk universe
applicable to your Company''s business. These updates help
the Directors to keep abreast of key changes and their impact
on your Company.

19. DEPOSITS

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

20. DISCLOSURE PERTAINING TO MATERIAL CHANGES
AND COMMITMENTS

- The Board informs that after the financial year ended
on March 31, 2025, the Allotment Committee meeting
was convened on April 16, 2025 to consider and approve
allotment of 77,27,000 additional equity shares on account
of conversion 77,27,000 - 0% unsecured Compulsorily
Convertible Debentures ("CCDS") being convertible into 1
(one) equity share of face value Rs. 2/- (Rupees two only)
for cash consideration on a preferential basis, at a price
of Rs.44/- (Rupees forty - four only) (including premium
of Rs. 42/- (Rupees forty - two only), aggregating to Rs.
33,99,88,000 /- (Rupees Thirty-Three Crore Ninety-Nine
Lakhs Eighty-Eight Thousand only) to Delta Corp Limited.

- Pursuant to the Joint Venture Agreement entered into by
the Company on June 24, 2024, which was approved by
the shareholders of the Company at the EOGM held on
June 03, 2024, to form a Real Estate Platform along with
the Real Estate 2.0 Residential Opportunities Fund, which
is a scheme of Alpha Alternatives Special Situations Fund
(hereinafter referred to as ''Alpha AIF'') and Delta Corp
Limited (hereinafter referred to as "Delta"), the Company
has through its Wholly Owned Subsidiary, Peninsula
Holdings and Investments Private Limited (hereinafter
referred to as ''PHIPL'') has invested into the capital of the
following:

1. M/s. Terranest Agri - Infratech LLP in terms of a Deed
of Reconstitution of the said LLP executed on May 27,
2025, along with corresponding investments by Alpha
AIF and Delta.

2. M/s. Prairie Real Estate LLP in terms of a Deed of
Reconstitution and Restatement of the said LLP
executed on July 03, 2025, along with corresponding
investments by Alpha AIF and Delta..

- CARE Ratings Limited, an external credit rating agency, has
reaffirmed the rating in respect of the below mentioned
bank facility availed by the Company

FACILITY RATED	AMOUNT (^ IN CRORE)	RATING	REMARKS
Rupee Term Loan under the Mahabank Commercial Lease Rental Discounting Scheme provided by Bank of Maharashtra .	300 (Enhanced from 250)	CARE BBB- Stable	Reaffirmed

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

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

4. VIGIL MECHANISM FOR THE DIRECTORS AND
EMPLOYEES

The Company has adopted a Whistle Blower Policy and has
established the necessary vigil mechanism for Directors
and employees in conformity with Section 177 of Companies
Act, 2013 and Regulation 22 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, to report genuine
concerns and to provide for adequate safeguards against
victimization of persons who may use such mechanism.

The functioning process of this mechanism has been more
elaborately mentioned in the Corporate Governance Report
annexed to this Annual Report. The said policy is also hosted
on the website of the Company at www.peninsula.co.in.

5. TRANSFER OF UNCLAIMED DIVIDEND / UNPAID
SHARES/ SHARE APPLICATION MONEY DUE FOR
REFUND TO INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

During the year, no dividends or shares were transferred
to IEPF.

6. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

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

The Details of the Related Party Transactions are mentioned
in notes to the financial statements.

In conformity with the requirements of the Companies Act,
2013 read with the SEBI Listing Regulations, the policy to
deal with related party transactions is also available on
Company''s website at www.peninsula.co.in.

The Non-Executive Directors of the Company were paid
sitting fees and reimbursement of expenses, if any, for
attending each meeting of the Board of Directors, Audit
Committee, Nomination & Remuneration Committee and
meeting of Independent Directors during the financial
year under review. Further, no sitting fees were paid by
the Company for attending the meeting of Stakeholders''
Relationship Committee.

The Non-Executive Directors do not have any other pecuniary
relationship with the Company apart from the above and
receiving dividend for the shares held by them, if any other
than Mr. Mahesh S. Gupta, Non-Executive Non-Independent
Director of the Company, who has provided advisory
services in professional capacity under terms of engagement
entered into in this regard, with due approval of the Board
and recommendation by the Nomination & Remuneration
Committee and the Audit Committee. Pursuant thereto, the
Company has paid ^ 12.50 lakhs plus GST per month for
such services rendered and Rs. 25.00 lakhs plus GST as
mutually agreed as one-time additional fee in recognition of
the wider scope of services provided and the additional time
and efforts put in.

Pursuant to the provisions of Regulation 23 of the Listing
Regulations, your Company has filed half yearly reports to
the stock exchanges, for the related party transactions.

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

The details of particulars of loans, guarantees, investments
for the financial year ended on March 31,2025 are mentioned
in financial statements.

8. PARTICULARS OF EMPLOYEES AND REMUNERATION

In terms of Section 136 of the Act, the Reports and accounts
are being sent to the members and others entitled thereto,
excluding the information on employees'' particulars
mentioned in Section 197 (12) of the Companies Act, 2013 and
Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, which is available

for inspection in electronic mode up to the date of the 153^rd
Annual General Meeting.

The information required pursuant to Section 197 (12) of
the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company will
be provided on request. Copies of the said statement are
available at the registered office of the Company during the
designated working hours from 21 days before the AGM till
date of the AGM.

If any member is interested in inspecting or obtaining these
particulars, such member may write to the Secretarial
Department at [e-mail].

9. NOMINATION AND REMUNERATION POLICY

The Board has in accordance with the provisions of sub¬
section (3) of Section 178 of the Companies Act, 2013,
formulated the policy setting out the criteria for determining
qualifications, positive attributes, independence of a Director
and policy relating to remuneration for Directors, Key
Managerial Personnel and other employees. The text of
the policy is available on the website of the Company www.
peninsula.co.in. There has been no change in the policy
during the year. This policy outlines the guiding principles for
the Nomination and Remuneration Committee for identifying
persons who are qualified to become Directors and to
determine the independence of Directors, while considering
their appointment as Directors of the Company and that
remuneration is directed towards rewarding performance
based on Individual as well as organizational achievements
and Industry benchmarks.

10. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The Company not being part of top 1000 listed companies
based on market capitalization as on March 31, 2025,
Business Responsibility and Sustainability Report pursuant
to Regulation 34(2)(f) of the Listing Regulations is not
applicable to the Company.

11. CORPORATE GOVERNANCE

Your Company aims and constantly strives in maintaining
the highest standards of Corporate Governance practices.
Your Company complies with all the mandatory requirements
as stipulated under the Regulation 34 of the SEBI Listing
Regulations. Report on Corporate Governance alongwith
the Certificate from practising Company Secretary on
compliance of conditions of Corporate Governance and the
Certificate from Practicing Company Secretaries on Non¬
disqualification of Directors, forms part of this report.

A declaration signed by Mr. Rajeev A. Piramal, Executive Vice
Chairman and Managing Director in regard to compliance
with the Code of Conduct by the Board members and Senior
Management Personnel also forms part of Corporate
Governance Report.

12. ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft annual
return as on March 31, 2025 prepared in accordance with

Section 92(3) of the Act is made available on the website of
your Company at www.peninsula.co.in.

13. CORPORATE SOCIAL RESPONSIBILITY

The details of the CSR Committee are provided in the
Corporate Governance Report, which forms part of this
I ntegrated Annual Report. The Annual report on CSR Activities
is annexed and forms part of this report as Annexure - 2.

The Chief Financial Officer of your Company has certified that
CSR spends of your Company for financial year 2024-25 have
been utilised for the purpose and in the manner approved by
the Board of the Company.

Corporate Social Responsibility policy of the Company is
hosted on the website of the Company at www.peninsula.
co.in. This policy outlines inter-alia the responsibility of the
CSR Committee for identifying the projects which would fall
within the CSR objectives of the Company which is in line
with Schedule VII of Companies Act, 2013. The policy also
outlines responsibility on CSR Committee for maintaining
transparent monitoring and reporting mechanism for
ensuring effective implementation of the projects/programs/
activities proposed to be undertaken by the Company.

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

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

Further, Company did not incur any expenditure nor has
received any income in foreign currency as on the financial year
ended on March 31,2025 to be reported in the Directors'' Report.

15. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013 ("the
Act"), we hereby state that:

i. in the preparation of the annual Accounts, the applicable
accounting standards have been followed along with proper
explanation relating to material departures, if any;

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

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

iv. your Directors have prepared the Annual Accounts for the
financial year ended March 31, 2025 on a going concern basis;

v. your Directors have laid down internal financial controls which
are followed by the Company and that such internal financial
controls are adequate and are operating effectively; and

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

34. AUDITORS

A. STATUTORY AUDITORS

M/s. S R B C & Co. LLP, Chartered Accountants, Mumbai (Firm
Registration No. 324982E / E300003) were re-appointed as
the Statutory Auditors of the Company in terms of Section
139 of the Companies Act, 2013 for a period of 5 (five) years
commencing from conclusion of 150^th Annual General Meeting
upto the conclusion of the 155th Annual General Meeting of
the Company to be held in the year 2027.

All services rendered by the Statutory Auditors are
preapproved by the Audit Committee. During the financial
year under review, the Statutory Auditors have not offered
any prohibitory services to the Company or its subsidiary
company of the Company. Details of fees/remuneration paid
to Auditors for the financial year 2024-25 are provided in the
Report on Corporate Governance.

The remarks and observations made in the Auditor''s Report
of M/s. S R B C & Co. LLP, Chartered Accountants read
together with relevant notes thereon, are self-explanatory
and hence do not call for any comments.

B. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time
to time, the Company has appointed, at the Board Meeting
Mr. Shivam Sharma proprietor of M/s. Shivam Sharma &
Associates, Practicing Company Secretary, to undertake
the Secretarial Audit of the Company for the financial year
2025. The report on the Secretarial Audit is annexed as
Annexure-3. The Secretarial Audit Report does not contain
any qualifications, reservations or adverse remarks.

Pursuant to Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) (Third Amendment)
Regulations, 2024 ("SEBI Listing Regulations"), effective from
April 1, 2025, a Company is required to appoint a peer reviewed
secretarial auditor (if individual then for not more than one
term of five consecutive years and if a firm then for not more
than two terms of five consecutive years), with the approval of
the shareholders in the Annual General Meeting.

Based on the recommendation of the Audit Committee, the
Board of Directors ("Board") has approved the appointment
of Mr. Shivam Sharma, M/s. Shivam Sharma and Associates,
Practicing Company Secretary as the Secretarial Auditor
of the Company for a period of five consecutive financial

years from 2025-26 to 2029-30. The appointment is
subject to approval of the Members of the Company.
The recommendations are based on the fulfilment of the
eligibility criteria & qualification prescribed under the Act &
Rules made thereunder and SEBI Listing Regulations about
secretarial audit, capability, independent assessment, audit
experience and based on the evaluation of the quality of audit
work done in the past.

C. COST AUDITOR

Your Company is not statutorily required to conduct Cost
Audit hence Report of the same for the financial year ended
March 31, 2025 pursuant to provisions of the Companies
(Cost Records and Audit) Rules, 2014 is not required to be
placed before the Board for noting.

D. INTERNAL AUDITOR

Your Company has appointed M/s. Aneja & Associates,
Chartered Accountant as the Internal Auditor for the financial
year ended March 31, 2025. They have conducted the Internal
Audit of the Company on periodical intervals and reports of
the same were placed before the Audit Committee Meeting
and Board of the Directors meeting for their noting and
appropriate actions.

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

STATUTORY AUDITOR''S REPORT - The observations made
in the Auditor''s Report of M/s. S R B C & Co. LLP, Chartered
Accountants read together with relevant notes thereon, are
self-explanatory and hence do not call for any comments.
There is no qualification, reservation, adverse remark or
disclaimer by the Statutory Auditor in their report.

SECRETARIAL AUDITOR''S REPORT - Secretarial Auditor''s
Report issued by Mr. Shivam Sharma, M/s. Shivam Sharma
and Associates, Practicing Company Secretary for the
financial year ended March 31, 2025 does not contain any
qualification, reservation, adverse remark or disclaimer
in his Report. The observations made in the Report read
together with relevant notes thereon, are self-explanatory
and hence do not call for any comments.

35. FRAUD REPORTING

During the year under review, the Statutory Auditors and
Secretarial Auditor of your Company have not reported any
instances of fraud committed in your Company by Company''s
officers or employees, to the Audit Committee, as required
under Section 143(12) of the Act.

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

The Company has in place Policy on Prevention of Sexual
Harassment as per the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. In compliance of the aforesaid Act, Company has
also constituted Internal Complaints Committee to redress
the complaints received from employees irrespective of them

being permanent, contractual or temporary employees or
trainees. Details of the complaints relating to the incidents of
sexual harassment and workshop conducted by the Company
are mentioned below:

NUMBER OF COMPLAINTS FILED DURING THE YEAR 2024-25	NUMBER OF COMPLAINTS DISPOSED-OFF DURING YEAR	NUMBER OF COMPLAINTS PENDING AS ON MARCH 31, 2025
NIL	NIL	NIL

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

37. MATERNITY BENEFIT COMPLIANCE

The Company affirms that it is in compliance with the
Maternity Benefit Act, 1961.

38. INSOLVENCY AND BANKRUPTCY CODE, 2016

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

39. DISCLOSURE ON DETAILS OF DIFFERENCE BETWEEN
AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE
WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
There were no instances of one-time settlement with any
bank or financial institution during the financial year under
the review.

40. RISK MANAGEMENT POLICY

The Company is exposed to inherent uncertainties owing to
the sector in which it operates. A key factor in determining
the Company''s capacity to create sustainable value is the
ability and willingness of the Company to take risks and
manage them effectively and efficiently.

Many types of risks exist in the Company''s operating
environment and emerge on a regular basis due to many
factors such as changes in regulatory framework, economic
fundamentals etc. In order to evaluate, identify and mitigate
these business risks, the Company has a robust Risk
Management framework. This framework seeks to create
transparency, ensure effective risk mitigation process and
thereby minimize adverse impact on the business objectives
and enhance the Company''s competitive advantage. Business
risks as identified are reviewed and a detailed action plan to
mitigate the identified risks is drawn up and its implementation
is monitored. The key risks and mitigation actions are placed
before the Audit Committee of the Company.

The Board of Directors of the Company has formulated a
Risk Management Policy aiming at mitigating and managing
business risks.

41. OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required
in respect of the following items as there were no transactions
on these items during the financial year under review:

a) Issue of shares with differential rights as per provisions
of Section 43(a)(ii) of the Act read with Rule 4(4) of the
Companies (Share Capital and Debenture) Rules, 2014.

b) Issued any sweat equity shares as per provisions of Section
54(1)(d) of the Act read with Rule 8(13) of the Companies
(Share Capital and Debenture) Rules, 2014.

c) Issued any equity shares under Employees Stock Option
Scheme as per provisions of Section 62(1 )(b) of the Act
read with Rule 12(9) of the Companies (Share Capital and
Debenture) Rules, 2014.

d) Non-exercising of voting rights in respect of shares
purchased directly by employees under a scheme pursuant
to Section 67(3) of the Act read with Rule 16(4) of Companies
(Share Capital and Debentures) Rules, 2014.

e) Application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016.

f) The details of difference between amount of the valuation
done at the time of one time settlement and the valuation done
while taking loan from the Banks or Financial Institutions
along with the reasons thereof.

42. CHANGE IN REGISTERED OFFICE

During the financial year under the review, the Company has
not changed its registered office.

43. DISCLOSURE OF ACCOUNTING TREATMENT

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

44. SECRETARIAL STANDARDS

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

45. DISPATCH OF DOCUMENTS THROUGH ELECTRONIC
MEANS

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

46. ACKNOWLEDGEMENT AND APPRECIATION

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

For and on behalf of the Board
Peninsula Land Limited

Sd/-

Place: Mumbai Urvi A. Piramal

Date: August 06, 2025 Non-Executive Chairperson

---

Mar 31, 2024

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

1. FINANCIAL RESULTS

	Standalone ('' in Lakhs)		Consolidated ('' in Lakhs)
Particulars	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Total Income	52,787	1,00,212	58,205	1,03,892
Profit before Exceptional Items and Tax and share of net profit of Associates and Joint Ventures	7,658	6,072	9,074	8,546
Share of Profit / ( Loss) of Associates and Joint Ventures	-	-	21	(523)
Exceptional Items	1,721	(1,042)	3,731	1,664
Profit/(Loss) before Tax for the year	9,379	5,030	12,826	9,687
Profit/(Loss) after Tax (Including OCI and after share of profit/(Loss) of Minority interest)	9,371	5,038	12,870	9,708
Profit/ Losses Brought Forward from Previous Year	(77,879)	(82,917)	(77,773)	(87,481)
Net Profit available for appropriation	-	-	-	-
Appropriation	-	-	-	-
Retained Earnings/(Losses) carried forward	(68,508)	(77,879)	(64,903)	(77,773)

2. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

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

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

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

Subsidiaries:

1. Peninsula Holdings and Investments Private Limited

2. Peninsula Mega Properties Private Limited

3. Peninsula Crossroads Private Limited

4. Pavurotti Real Estate Development Private Limited

5. Peninsula Mega Township Developers Limited

6. Midland Township Private Limited

7. Rockfirst Real Estate Limited

8. Truewin Realty Limited

9. Goodhome Realty Limited

10. R R Mega City Builders Limited

11. Inox Mercantile Company Private Limited

12. Peninsula Facility Management Services Limited

13. Peninsula Investment Management Company Limited

14. Peninsula Pharma Research Centre Private Limited

15. Peninsula Trustee Limited

16. Planetview Mercantile Company Private Limited

17. Takenow Property Developers Private Limited

18. Peninsula Integrated Land Developers Services Limited

19. Peninsula Mega City Development Private Limited

20. Sketch Real Estate Private Limited

21. Eastgate Real Estate Developers LLP

22. Westgate Real Estate Developers LLP

23. Topvalue Real Estate Development Private Limited

JOINT VENTURE:

1. Bridgeview Real Estate Development LLP

2. HEM Infrastructure and Property Developers Private Limited

3. Penbrook Capital Advisor Private Limited

4. Peninsula Brookfield Trustee Private Limited

5. HEM Bhattad (AOP)

ASSOCIATE:

1. RA Realty Ventures LLP

Peninsula Investment Management Company Limited became material subsidiary of the Company pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year ended on March 31,2024. The policy on material Subsidiaries has been formulated by the Company and hosted on the website of the Company at www.peninsula.co.in.

A statement containing the salient features of the Financial Statements of the Company''s aforesaid Subsidiaries, Joint Ventures and Associates is annexed in the prescribed Form AOC-1 to this Report as “Annexure 1.”

The Company will provide the Financial Statements of the subsidiaries/step-down subsidiaries, joint ventures and associates and the related information to any member of the Company who may be interested in obtaining the same. The Financial Statements of the Subsidiaries will also be kept open for inspection at the Registered Office of the Company and that of the respective Subsidiaries. Consolidated financial statements of the Company forming part of this Annual Report include the financial statements of such entities. The financial statements of aforesaid entities are also hosted on the website of the Company at www.peninsula.co.in.

3. DIVIDEND

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

4. TRANSFER TO RESERVES

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

5. STATE OF COMPANY''S AFFAIRS

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

6. REVIEW OF PERFORMANCE

A. Standalone: For the financial year ended March 31,2024, Revenue from operations was ^ 52,787 lakhs as against ^ 1,00,212 lakhs in financial year ended March 31, 2023. Net profit after tax was ^ 9,371 lakhs as against ^ 5,038 lakhs in financial year ended March 31, 2023.

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

7. SHARE CAPITAL

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

Particulars of	Details as on March 31,2024		Details as on March 31,2023
Share Capital	No. of shares	Amount	No. of shares	Amount
Authorised Share Capital
Equity Shares	39,05,00,000	78,10,00,000	39,05,00,000	78,10,00,000
0.01% Non -Cumulative Redeemable Preference Shares	20,000	2,00,000	20,000	2,00,000
5% Cumulative Redeemable Preference Shares	1,000	10,000	1,000	10,000
Issued, Subscribed and Paid -		up Capital
Equity Share Capital	30,87,01,220	617,402,440	29,37,01,220	587,402,440

The Company had in financial year 2022-23 issued 1,53,00,000 warrants ("Warrants") of the Company, whereby each Warrant is convertible in to 1 (one) equity share of face value ''2/- (Rupees Two only) ("Additional Equity Share") at any time within 18 (eighteen) months from the date of allotment of the Warrants as per the ICDR Regulations, for cash consideration on a preferential basis, at a price of '' 14/-(Rupees Fourteen only) per Warrant (including premium of '' 12/- (Rupees Twelve only), aggregating to ''21,42,00,000/-(Rupees Twenty One Crore Forty Two Lakhs only).

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

8. DEBENTURES

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

9. DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

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

10. DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES

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

11. DISCLOSURE RELATING TO SWEAT EQUITY SHARES

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

12. CHANGE IN THE NATURE OF THE BUSINESS

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

13. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

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

14. ADEQUACY OF INTERNAL FINANCIAL CONTROL

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

15. CREDIT RATINGS

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

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

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

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. DIRECTOR RETIRING BY ROTATION

Mr. Nandan Piramal (DIN:00045003), Whole Time Director of the Company retires by rotation at this 152^nd Annual General Meeting and being eligible offers himself for re-appointment.

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

B. CHANGE IN DIRECTORS

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

C. KEY MANAGERIAL PERSONNEL

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

D. DECLARATIONS BY INDEPENDENT DIRECTORS

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

specified in Section 149(6) of the Companies Act, 2013.

Independent Directors who are required to undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, have passed such test. Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, Manesar (''IICA'') as required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

18. BOARD AND COMMITTEES OF BOARD

A. BOARD

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

B. COMMITTEES OF THE BOARD

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

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

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

C. SEPARATE MEETING OF INDEPENDENT DIRECTORS

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

D. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

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

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

The Directors were satisfied with the evaluation results, which reflect the overall engagement of the Board and its Committees.

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

19. DEPOSITS

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

20. DISCLOSURE PERTAINING TO MATERIAL CHANGES AND COMMITMENTS

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

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

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

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

A brief resume of Mr. Kanodia who is proposed to be re-appointed, nature of expertise, his directorships held in other Companies and his shareholding in the Companies

as stipulated under the Secretarial Standards and Listing Regulations, is annexed as an Annexure to the Notice of this 152^nd AGM.

B. THE BOARD INFORMS THAT AFTER THE FINANCIAL YEAR ENDED ON MARCH 31,2024 A BOARD MEETING WAS CONVENED ON MAY 08, 2024 TO CONSIDER THE FOLLOWING MATTERS WHICH ARE MATERIAL IN NATURE AND AS ON DATE OF THIS REPORT ARE RECOMMENDED FOR THE APPROVAL OF SHAREHOLDERS AT EXTRA ORDINARY GENERAL MEETING PROPOSED TO BE CONVENED ON JUNE 03, 2024:

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

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

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

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

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

Entity” and collectively, the "RE Platform Entities”).

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

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

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

22. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in conformity with Section 177 of Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism.

The functioning process of this mechanism has been more elaborately mentioned in the Corporate Governance Report annexed to this Annual Report. The said policy is also hosted on the website of the Company at www.peninsula.co.in.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

The details of the related party transactions are mentioned in notes to the financial statements.

In conformity with the requirements of the Companies Act, 2013 read with the SEBI Listing Regulations, the policy to deal with related party transactions is also available on Company''s website at www.peninsula.co.in.

The Non-Executive Directors of the Company were paid sitting fees and reimbursement of expenses, if any, for attending each Meeting of the Board of Directors, Audit Committee and Nomination & Remuneration Committee thereof and meeting of Independent Directors during the financial year under review.

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

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

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

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

25. PARTICULARS OF EMPLOYEES AND REMUNERATION

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

26. NOMINATION AND REMUNERATION POLICY

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

27. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

28. CORPORATE GOVERNANCE

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

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

29. ANNUAL RETURN

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

30. CORPORATE SOCIAL RESPONSIBILITY

During the financial year under review, the Company was not under any statutory obligation to make any contribution towards the Corporate Social Responsibility activities and hence has not made any contribution in this regard.

As mandated under Section 135 of the Companies Act, 2013, the details of Composition of Corporate Social Responsibility Committee are given in the Corporate Governance Report, forming part of this Annual Report. Corporate Social Responsibility Policy of the Company is hosted on the website of the Company at www.peninsula.co.in.

31. DETAILS OF CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

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

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

32. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013 ("the Act"), we hereby state that:

i. in the preparation of the annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

iii. your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and

other irregularities;

iv. your Directors have prepared the Annual Accounts for the financial year ended March 31,2024 on a going concern basis;

v. your Directors have laid down internal financial controls which are followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

33. AUDITORS

A. STATUTORY AUDITOR

M/s. S R B C & Co. LLP, Chartered Accountants, Mumbai (Firm Registration No. 324982E / E300003) were re-appointed as the Statutory Auditors of the Company in terms of Section 139 of the Companies Act, 2013 for a period of 5 (five) years commencing from conclusion of 150^th Annual General Meeting upto the conclusion of the 155^th Annual General Meeting of the Company to be held in the year 2027.

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

B. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Company has appointed, at the Board Meeting held on May 08, 2024, Mr. Shivam Sharma Proprietor of M/s. Shivam Sharma & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The report on the Secretarial Audit is annexed as "Annexure-2". The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

Also, the Secretarial Audit Report for FY 2023-24 in Form MR-3 in respect of Peninsula Investment Management Company Limited, the material unlisted subsidiary of your Company, forms part of this report "Annexure-3". The said report contains the below mentioned qualifications:

1. Non Appointment of Company Secretary;

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

3. Pendency on filing of Forms; and

4. Failure to make payment on declared dividend on 9% redeemable cumulative non-convertible preference shares in the current financial year as well as in previous financial year.Total dividend payable as on March 31, 2024 is ''.930.05 Lakhs and as at March 31, 2023 it was ''. 830.29 Lakhs.

The Board of the Company, on the basis of the explanation

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

C. COST AUDITOR

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

D. INTERNAL AUDITOR

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

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

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

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

34. FRAUD REPORTING

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

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

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

NUMBER OF COMPLAINTS FILED DURING THE YEAR 2023-24	NUMBER OF COMPLAINTS DISPOSED-OFF DURING YEAR	NUMBER OF COMPLAINTS PENDING AS ON MARCH 31, 2024
1 1 NIL

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

36. INSOLVENCY AND BANKRUPTCY CODE, 2016

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

37. DISCLOSURE ON DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

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

38. RISK MANAGEMENT POLICY

The Company is exposed to inherent uncertainties owing to the sector in which it operates. A key factor in determining the Company''s capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively and efficiently.

Many types of risks exist in the Company''s operating environment and emerge on a regular basis due to many factors such as changes in regulatory framework, economic fundamentals etc. In order to evaluate, identify and mitigate these business risks, the Company has a robust Risk Management framework. This framework seeks to create transparency, ensure effective risk mitigation process and thereby minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. Business risks as identified are reviewed and a detailed action plan to mitigate the identified risks is drawn up and its implementation is monitored.

The Board of Directors of the Company has formulated a Risk Management Policy aiming at mitigating and managing business risks.

39. OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year under review:

i. Issue of shares with differential rights as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

ii. Issued any sweat equity shares as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

iii. Issued any equity shares under Employees Stock Option Scheme as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

iv. Non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

v. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

vi. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

40. CHANGE IN REGISTERED OFFICE

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

41. DISCLOSURE OF ACCOUNTING TREATMENT

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

42. SECRETARIAL STANDARDS

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

43. DISPATCH OF DOCUMENTS THROUGH ELECTRONIC MEANS

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

44. ACKNOWLEDGEMENT AND APPRECIATION

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

For and on behalf of the Board Peninsula Land Limited

Sd/-

Urvi A. Piramal

Non-Executive Chairperson DIN 00044954 Date: May 27, 2024 Place: Mumbai

---

Mar 31, 2018

Dear Shareholders,

1. The Directors have pleasure in presenting their 146^th Annual Report and the Audited Accounts for the Financial Year ended March 31, 2018 together with the Independent Auditor’s Report thereon.

2. Financial Results

(Rs. in Crores)

Particulars	For the Financial Year ended March 31, 2018	For the Financial Year ended March 31, 2017
Total Revenue	673.36	453.89
Profit/(Loss) before Tax for the year	(135.34)	(102.03)
(before exceptional item)
Exceptional Items	(179.93)	-
Profit/(Loss) before Tax for the year	(315.27)	(102.03)
Loss after Tax ( Including OCI)	(326.90)	(143.16)
Profit Brought Forward from Previous Year	749.50	943.31
Net Profit available for appropriation	422.60	800.15
Appropriation :
Less:
Transfer to Capital Redemption Reserve	-	-
Transfer to Debenture Redemption Reserve	(45.87)	(70.24)
Dividend paid on Equity Shares	-	(5.58)
Distribution Tax Thereon	-	(1.14)
Add:
Recoupment of Debenture Redemption Reserve	97.19	26.31
Retained Earnings/(Losses) carried forward	473.92	749.50

3. Operations of the Company

On a Standalone basis, the Total Revenue for the Financial Year ended March 31, 2018 stood at Rs.673.36 Crores as against Rs.453.89 Crores for the corresponding Financial Year ended March 31, 2017. The Company incurred a loss before tax of Rs.315.27 Crores for the Financial Year ended March 31, 2018 as against loss of Rs.102.03 Crores for the Financial Year ended March 31, 2017. The loss after tax was Rs.326.90 Crores for the Financial Year ended March 31, 2018 as against loss of Rs.143.16 Crores for the Financial Year ended March 31, 2017.

On a Consolidated basis, the Total Revenue for the Financial Year ended March 31, 2018 was Rs.714.80 Crores as against Rs.390.38 Crores for the corresponding Financial Year ended March 31, 2017. The Company incurred a loss before tax of Rs.454.36 Crores for the Financial Year ended March 31, 2018 as against a loss of Rs.177.13 Crores for the Financial Year ended March 31, 2017. The loss after tax was Rs.458.18 Crores for the Financial Year ended March 31, 2018 as against loss of Rs.219.65 Crores for the Financial Year ended March 31, 2017.

4. Share Capital

The Paid-up Equity Share Capital as on March 31, 2018 was Rs.55.90 Crores. During the Financial Year, the Company has neither issued any shares nor has granted stock options or sweat equity.

5. Debentures

During the Financial Year, Non-Convertible Debentures aggregating to Rs.90.00 Crores were issued on a Private Placement Basis and were listed on BSE Limited. Non-Convertible Debentures aggregating to Rs.490.43 Crores were redeemed, during the Financial Year 2017-18.

6. Dividend

Your Board of Directors does not recommend any dividend on the Equity Share of the Company for the Financial Year ended March 31, 2018.

7. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note no. 8 and note no. 16 to the Standalone Financial Statements, forming part of this Annual Report.

8. State of Company’s Affairs and Business Review

The details of the Company’s affairs including its operations and projects are more specifically given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

9. Corporate Social Responsibility

During the Financial Year 2017-18, the Company was not under any statutory obligation to make any contribution towards the Corporate Social Responsibility activities and hence has not made any contribution in this regard.

As mandated under Section 135 of the Companies Act, 2013, the Composition of Corporate Social Responsibility Committee is given in the Report on Corporate Governance, forming part of this Annual Report. Corporate Social Responsibility Policy of the Company is hosted on the website of the Company www.peninsula.co.in.

10. Business Risk Management

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

Further, the Company has constituted a Risk Management Committee (RMC) in accordance with the provisions of the Companies Act, 2013. The details in this regard are more specifically given in the Corporate Governance Report which forms a part of this Annual Report.

11. Internal Control Systems and their Adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit as defined in the Internal Audit Charter covers the evolution of Internal Control System. To maintain its objectivity and independence, the Internal Auditor reports to the Chairperson of the Audit Committee. The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the Report of Internal Auditor, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

12. Vigil Mechanism / Whistle Blower Policy

The Company has adopted a Whistle Blower Policy for Directors and employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism.

The functioning process of this mechanism has been more elaborately mentioned in the Corporate Governance Report annexed to this Annual Report. The said policy is hosted on the website of the Company www. pen insula. co.in.

13. Subsidiary Companies

The Company has 27 (Twenty-Seven) Subsidiaries (including direct and step-down subsidiaries), 3 (Three) Joint Ventures and 3 (Three) Associates as on March 31, 2018.

The Company does not have any material Subsidiaries as on March 31, 2018. A policy on material Subsidiaries has been formulated by the Company and posted on the website of the Company www.peninsula.co.in.

A statement containing the salient features of the Financial Statements of Company’s aforesaid Subsidiaries, Joint Ventures and Associates is annexed in the prescribed Form AOC-1 to this Report as Annexure-A.”

The Company will provide the Financial Statements of the Subsidiaries / step-down Subsidiaries, Joint Ventures and Associates (collectively referred as “Subsidiaries”) and the related information to any member of the Company who may be interested in obtaining the same. The Financial Statements of the Subsidiaries will also be kept open for inspection at the Registered Office of the Company and that of the respective Subsidiaries. The Consolidated Financial Statements of the Company, forming part of this Annual Report, includes the Financial Statements of its Subsidiaries. The Financial Statements of Subsidiaries are also hosted on the website of the Company www.peninsula. co.in.

14. Directors/ Key Managerial Personnel

During the Financial Year, upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Sajit Suvarna (DIN: 01481316) as an Independent Director of the Company for a term of 5 (five) years with effect from June 5, 2017. The appointment was ratified at the 145^th Annual General Meeting held on August 29, 2017. Mr. Suvarna being an independent Director is not liable to retire by rotation.

The Company has complied with the requirement of appointing Key Managerial Personnel as per the provisions of Section 203 of the Companies Act, 2013.

None of the following executive Directors viz. Mr. Rajeev A. Piramal, Mr. Nandan A. Piramal and Mr. Mahesh S. Gupta (“Executive Directors”) has received any remuneration from any subsidiaries of the Company.

In accordance with the provisions of Sub-Section (6) of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Nandan A. Piramal (DIN:00045003) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommend reappointment of Mr. Nandan A. Piramal.

The term of remuneration of Exective Directors as approved by the members expires on October 25, 2018, approval of the members is hence sought to pay remuneration to the Executive Directors for their remaining tenure. The details are mentioned in the Notice of the Annual General Meeting forming a part of this Annual Report.

All the Independent Directors have furnished declaration in accordance with the provisions of Section 149 (7) of the Companies Act, 2013 regarding meeting the criteria of independence as provided under Section 149 (6).

15. Board Evaluation

Regulation 17 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule IV and other applicable provisions of the Companies Act, 2013, mandates a formal evaluation to be done by the Board of its own performance and that of its Committees and individual Directors and that the Independent Directors shall evaluate non-independent Directors and the Chairperson of the Board.

The Company has, on the advice of the Directors, appointed Hrcraft Business Consulting Private Limited (Hrcraft), a professional business consultant specialized in feedback exercises, to carry out the assignment in a fair and transparent manner. The performance evaluation forms were circulated to all the Directors and they have provided their inputs on the same. A Report of the evaluation was then forwarded to the Chairperson and the respective Directors to maintain the confidentiality of the Report.

Based on the inputs provided by Hrcraft, the Independent Directors at their Meeting held on March 19, 2018, evaluated performance of the Chairperson, non-independent Directors of the Company and the performance of the Board as a whole.

Pursuant to provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee at its meeting held on May 23, 2018, has also carried out evaluation of every Director’s performance and the Board has carried out formal annual evaluation of its own performance and that of its Committees and individual Directors. Further, the evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated.

The Directors were satisfied with the evaluation results, which reflect the overall engagement of the Board and its Committees and on the basis of the Report of the said evaluation, the present term of appointment of Independent Directors shall be continued with the Company.

16. Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The details of the policy are more particularly mentioned in the Corporate Governance Report, which forms a part of this Annual Report.

17. Meetings of the Board and its Committees

During the Financial Year, the Board met on five occasions, the Audit Committee met on four occasions, the Nomination and Remuneration Committee met on two occasions and the Corporate Social Responsibility Committee met on two occasions. The gap between two consecutive Board Meetings and Audit Committee Meetings was within the limits prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of the Meetings are more specifically given in the Corporate Governance Report, which forms a part of this Annual Report.

18. Directors’ Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013 (“the Act”), we hereby state that:

i) in the preparation of the annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

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

iv) your Directors have prepared the Annual Accounts for the year ended March 31, 2018 on a going concern basis;

v) your Directors have laid down internal financial controls which are followed by the Company and that such internal financial controls are adequate and are operating effectively;

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

19. Related Party Transactions

The Related Party Transactions that were entered into during the Financial Year were on an arm’s length basis and in the ordinary course of business. There were no materially significant Related Party Transactions entered into by the Company with Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

Details of the Related Party Transactions are given in Form AOC-2 which is enclosed as “Annexure-B.”

The Related Party Transactions were placed before the Audit Committee and also the Board for its approval, wherever required. Prior omnibus approval of the Audit Committee was also obtained for the transactions that were of repetitive nature. The transactions entered into pursuant to the omnibus approval of the Audit Committee were placed before the Audit Committee for its review on a quarterly basis. The Company has framed a policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The details of Related Party Transactions entered into by the Company are more particularly given in the Note No. 40 of the Standalone Financial Statements.

The policy on Related Party Transactions as approved by the Board is hosted on the Company’s website www. peninsula.co.in.

None of the Directors/ KMPs or their relatives has any pecuniary relationships or transactions vis-a-vis the Company, other than their shareholding, if any, in the Company.

20. Deposits

Your Company has not accepted or renewed any deposits under Chapter V of the Companies Act, 2013, during the Financial Year 2017-18.

21. Auditors

a) Statutory Auditors

S R B C & Co. LLP, Chartered Accountants, Mumbai (Firm Registration No. 324982E/E300003) were appointed as the Statutory Auditors of the Company in terms of Section 139 of the Companies Act, 2013 for a period of 5 (five) years commencing from conclusion of 145^th Annual General Meeting upto the conclusion of the 150^th Annual General Meeting of the Company to be held in the year 2022, subject to the ratification by shareholders of the Company at every Annual General Meeting. However, the Companies (Amendment) Act, 2017, has removed the requirement of the Annual ratification of appointment of Statutory Auditors of the Company by the shareholders. The Board hence recommends ratification of appointment of S R B C & Co. LLP as Statutory Auditors of the Company for the remaining term of 4 (four) years from the Financial Year 2018-19 to 2021-22 at the ensuing Annual General Meeting.

The Auditor’s Report on the Standalone and Consolidated Financial Statement of the Company for the Financial Year 2017-18, does not contain any qualification, reservation or adverse remark.

The Directors of your Company confirm that no instances of frauds or mis-management were reported by the Statutory Auditor under Section 143 (12) of the Companies Act, 2013.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, the Company has appointed M/s. Dhrumil M. Shah & Co., Company Secretary in Practice, to undertake the Secretarial Audit of the Company. The report on the Secretarial Audit is annexed as “Annexure-C.”

22. Corporate Governance Report and Management Discussion & Analysis Report

The Corporate Governance Report together with the Certificate on Corporate Governance issued by Mr. Nilesh G. Shah, Practicing Company Secretary (FCS: 4554), confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Management Discussion & Analysis Report given in this Annual Report form an integral part of this Report.

23. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT - 9 is annexed herewith as “Annexure-D” to this Report.

24. Particulars of Employees

The information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided on request. In terms of Section 136 of the Act, the Reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees’ particulars mentioned in Section 197 (12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

25. Conservation of Energy and Technology Absorption

In view of the nature of activities which are being carried on by the Company, provisions regarding Conservation of Energy and Technology Absorption read with Section 134 (3) (m) of the Companies Act, 2013 and Rule 8 (3) of the Companies (Accounts) Rules, 2014 are not applicable.

26. Foreign Exchange earnings and outgo

During the Financial Year 2017-18, expenditure in foreign currencies in terms of actual outflow amounted to Rs.1,09,81,273/- on account of professional and consultancy fees, travelling and raw materials. The Company has not earned any foreign exchange during the Financial Year 2017-18.

27. Significant and Material Orders

There were no significant and material orders passed by any Regulators or Courts or Tribunals during the Financial Year ended March 31, 2018 impacting the going concern status and Company’s operations in future.

28. Prevention of Sexual Harassment of Women at Workplace

The Company has adopted an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted an Internal Complaints Committee (ICC) to redress the complaints received regarding sexual harassment. During the year under review, no complaints were received by the Committee for Redressal.

29. Prevention of Insider Trading

Your Company has adopted a Code of Conduct for prevention of Insider Trading and Code of Fair Disclosure of Unpublished Price Sensitive Information to ensure prevention of Insider Trading in the Organisation.

30. Change in the Nature of Business (if any)

There is no material change in the type of business the Company is carrying.

31. Material Changes and commitments occurred between the end of the Financial Year and the date of the report

There were no reportable material changes or commitment, occurred between the end of the Financial Year and the date of this report, which may have any effect on the financial position of the Company.

32. Secretarial Standards

The Company has complied with the applicable Secretarial Standards during the Financial Year 2017-18.

33. Acknowledgement

The Directors express their deep gratitude and thank the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, contractors and consultants and also Banks, Financial Institutions, Debenture Trustees, Shareholders, Debenture-Holders and Employees of the Company for their continued support and encouragement.

By Order of the Board

For Peninsula Land Limited

Sd/-

Urvi A. Piramal

Non-Executive Chairperson

Place: Mumbai

Date: May 23, 2018

---

Mar 31, 2017

Dear Shareholders,

1. The Directors have pleasure in presenting their 145^th Annual Report and the Audited Accounts for the Financial Year ended March 31, 2017 together with the Independent Auditor''s Report thereon.

2. Financial Results

(Rs. in Crores]

Particulars	For the Financial Year ended March 31, 2017	For the Financial Year ended March 31,2016
Total Revenue	453.89	303.44
Profit/(Loss] before Tax for the year	(102.03)	(6.63]
Profit/(Loss] after Tax for the year	(143.10)	17.40
Other Comprehensive Income/(Loss] for the year	(0.06)	0.00
Total Comprehensive Income/(Loss] for the year	(143.16)	17.40
Retained Earnings Profit Brought Forward from Previous Year	943.31	653.64
Opening Ind AS Adjustments	-	308.01
Available for appropriation	800.21	979.05
Appropriation :
Less:
Transfer to Capital Redemption Reserve	-	(0.00]
Transfer to Debenture Redemption Reserve	(70.24)	(60.33]
Dividend paid on Equity Shares	(5.58)	(8.38]
Distribution Tax Thereon	(1.14)	(1.71]
Add:
Recoupment of Debenture Redemption Reserve	26.31	34.68
Retained Earnings/(Losses] carried forward	749.56	943.31

3. Operations of the Company

On a Standalone basis, the Total Revenue for the Financial Year ended March 31, 2017 stood at Rs.453.89 Crores as against Rs.303.44 Crores for the corresponding Financial Year ended March 31, 2016. The Company incurred a loss before tax of Rs.102.03 Crores for the Financial Year ended March 31, 2017 as against loss of Rs.6.63 Crores for the Financial Year ended March 31, 2016. The loss after tax was Rs.143.16 Crores for the Financial Year ended March 31, 2017 as against profit of Rs.17.40 Crores for the Financial Year ended March 31, 2016.

On a Consolidated basis, the Total Revenue for the Financial Year ended March 31, 2017 was Rs.390.38 Crores as against Rs.186.16 Crores for the corresponding Financial Year ended March 31, 2016. The Company incurred a loss before tax of Rs.177.13 Crores for the Financial Year ended March 31, 2017 as against a loss of Rs.69.32 Crores for the Financial Year ended March 31, 2016. The loss after tax was Rs.219.65 Crores for the Financial Year ended March 31, 2017 as against loss of Rs.45.98 Crores for the Financial Year ended March 31, 2016.

The Company has adopted Indian Accounting Standards ("Ind-AS") from April 1, 2016 and accordingly the financial statements are in compliance with the Ind-AS, notified by the Ministry of Corporate Affairs under Section 133 of the Companies Act, 2013, read with the relevant rules issued there under and other accounting principles generally accepted in India. Consequently, the figures for the previous year ended March 31, 2016 have been restated to comply with Ind-AS to make them comparable.

4. Share Capital

The Paid-up Equity Share Capital as on March 31, 2017 was Rs.55.90 Crores. During the Financial Year, the Company has neither issued any shares nor has granted stock options or sweat equity.

5. Debentures

During the Financial Year, Non - Convertible Debentures aggregating to Rs.708.00 Crores were issued on a Private Placement Basis, out of which Debentures amounting to Rs.608.00 Crores were listed on BSE Limited. Non-Convertible Debentures aggregating to Rs.470.27 Crores were redeemed, during the Financial Year 2016-17.

6. Dividend

The Board of Directors does not recommend any dividend on the Equity Share of the Company for the Financial Year ended March 31, 2017.

7. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note no. 8 and note no. 15 to the Standalone Financial Statements, forming part of this Annual Report.

8. State of Company’s Affairs and Business Review

The details of the Company''s affairs including its operations and projects are more specifically given in the Management Discussion and Analysis Report, which is part of this Annual Report.

9. Corporate Social Responsibility

Corporate Social Responsibility has been an integral part of the way in which your Company does business. Your Company has made a conscious effort to involve communities in its development journey and has received appreciations from the stakeholders, which gives a sense of pride and an encouragement to continue this resolve, further and better.

During the Financial Year 2016-17, the Company was not required to make any expenditure towards the CSR activities, however, considering the ongoing CSR projects of the Company, it was decided to make voluntary contribution of Rs.1.65 Crores (Rupees One Crore Sixty Five Lacs only) towards CSR activities of the Company for the Financial Year 2016-17.

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on the CSR activities of the Company along with the CSR initiatives undertaken during the Financial Year 2016-17 is appended to this Report as “Annexure-A.”

As mandated under Section 135 of the Companies Act, 2013, the Composition of Corporate Social Responsibility Committee is given in the Report on Corporate Governance, forming part of this Annual Report. Corporate Social Responsibility Policy of the Company is hosted on the website of the Company www.peninsula.co.in.

10. Business Risk Management

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

Further, the Company has constituted a Risk Management Committee (RMC) in accordance with the provisions of the Companies Act, 2013. The details in this regard are more specifically given in the Corporate Governance Report which forms a part of this Annual Report.

11. Internal Control Systems and their Adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit as defined in the Internal Audit Charter covers the evolution of Internal Control System. To maintain its objectivity and independence, the Internal Auditor reports to the Chairperson of the Audit Committee. The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the Report of Internal Auditor, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

12. Vigil Mechanism / Whistle Blower Policy

The Company has adopted a Whistle Blower Policy for Directors and employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism.

The functioning process of this mechanism has been more elaborately mentioned in the Corporate Governance Report annexed to this Report. The said policy is hosted on the website of the Company www.peninsula.co.in.

13. Subsidiary Companies

The Company has 27 (Twenty-Seven) Subsidiaries (including direct and step-down subsidiaries), 3 (Three) Joint Ventures and 3 (Three) Associates as on March 31, 2017. During the Financial Year under review, "Peninsula Real Estate Management Private Limited” ceased to be a subsidiary of the Company and "Top value Real Estate Development Limited” became a subsidiary of the Company.

The Company does not have any material Subsidiaries as on March 31, 2017. A policy on material Subsidiaries has been formulated by the Company and posted on the website of the Company www.peninsula.co.in.

A statement containing the salient features of the Financial Statements of Company''s aforesaid Subsidiaries, Joint Ventures and Associates is annexed in the prescribed Form AOC-1 to this Report as “Annexure-B.”

The Company will provide the Financial Statements of the Subsidiaries / step-down Subsidiaries, Joint Ventures and Associates (collectively referred as "Subsidiaries”) and the related information to any member of the Company who may be interested in obtaining the same. The Financial Statements of the Subsidiaries will also be kept open for inspection at the Registered Office of the Company and that of the respective Subsidiaries. The Consolidated Financial Statements of the Company, forming part of this Annual Report, includes the Financial Statements of its Subsidiaries. The Financial Statements of Subsidiaries are also hosted on the website of the Company www.peninsula.co.in.

14. Directors/ Key Managerial Personnel

During the Financial Year, Mr. Nandan A. Piramal was appointed as a Whole-Time Director of the Company for a term of 5 (five) years with effect from October 26, 2015 at the 144^th Annual General Meeting. Mr. Pradipta Mohapatra, Independent Director of the Company, passed away on March 13, 2017 and consequently ceased to be a Director of the Company. The Board records its heartfelt condolences on the sad demise of Mr. Pradipta Mohapatra.

The Company has complied with the requirement of appointing Key Managerial Personnel as per the provisions of section 203 of the Companies Act, 2013.

None of the following executive Directors viz. Mr. Rajeev A. Piramal, Mr. Nandan A. Piramal and Mr. Mahesh S. Gupta has received any remuneration from any subsidiaries of the Company.

In accordance with the provisions of Sub-Section (6] of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mahesh S. Gupta (DIN: 00046810] is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommend reappointment of Mr. Mahesh S. Gupta.

All the Independent Directors have furnished declaration in accordance with the provisions of Section 149 (7] of the Companies Act, 2013 regarding meeting the criteria of independence as provided under Section 149 (6].

15. Board Evaluation

Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015 read with Schedule IV and other applicable provisions of the Companies Act, 2013, mandates a formal evaluation to be done by the Board of its own performance and that of its Committees and individual Directors and that the Independent Directors shall evaluate non-independent Directors and the Chairperson of the Board.

The Company has, on the advice of the Directors, appointed M/s hrcraft, a professional business consulting firm specialized in feedback exercises, to carry out the assignment in a fair and transparent manner. The performance evaluation Forms were circulated to all the Directors and they have provided their inputs on the same. A Report of the evaluation was then forwarded to the Chairperson and the respective Director to maintain the confidentiality of the Report.

Based on the inputs provided by M/s hrcraft, the Independent Directors at their Meeting held on April 24, 2017, evaluated performance of the Chairperson, non-independent Directors of the Company and the performance of the Board as a whole.

Pursuant to provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee has also carried out evaluation of every Director''s performance and the Board has carried out formal annual evaluation of its own performance and that of its Committees and individual Directors. Further, the evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated.

The Directors were satisfied with the evaluation results, which reflect the overall engagement of the Board and its Committees and on the basis of the Report of the said evaluation, the present term of appointment of Independent Directors shall be continued with the Company.

16. Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The details of the policy are more particularly mentioned in the Corporate Governance Report, which forms a part of this Annual Report.

17. Meetings of the Board and its Committees

During the Financial Year, the Board met on four occasions, the Audit Committee met on four occasions, the Nomination and Remuneration Committee met on one occasion and the Corporate Social Responsibility Committee met on two occasions. The gap between two consecutive Board Meetings and Audit Committee Meetings was within the limits prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015.

The details of the Meetings are more specifically given in the Corporate Governance Report, which forms a part of this Annual Report.

18. Directors’ Responsibility Statement

Pursuant to Section 134 (5] of the Companies Act, 2013 ("the Act"], we hereby state that:

i] in the preparation of the annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

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

iv) your Directors have prepared the Annual Accounts for the year ended March 31, 2017 on a going concern basis;

v) your Directors have laid down internal financial controls which are followed by the Company and that such internal financial controls are adequate and are operating effectively;

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

19. Related Party Transactions

The Related Party Transactions that were entered into during the Financial Year were on an arm''s length basis and in the ordinary course of business. There were no materially significant Related Party transactions entered into by the Company with Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

Details of the Related Party transactions are given in Form AOC-2 which is enclosed as “Annexure-C.”

The Related Party Transactions were placed before the Audit Committee and also the Board for its approval, wherever required. Prior omnibus approval of the Audit Committee was also obtained for the transactions that were of repetitive nature. The transactions entered into pursuant to the omnibus approval of the Audit Committee were placed before the Audit Committee for its review on a quarterly basis. The Company has framed

a policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The details of Related Party Transactions entered into by the Company are more particularly given in the note no. 42 to the Standalone Financial Statements.

The policy on Related Party Transactions as approved by the Board is hosted on the Company''s website www. peninsula.co.in.

None of the Directors/ KMPs or their relatives has any pecuniary relationships or transactions vis-a-vis the Company, other than their shareholding, if any, in the Company.

20. Deposits

Your Company has not accepted or renewed any deposits under Chapter V of the Companies Act, 2013, during the Financial Year 2016-17.

21. Auditors

a) Statutory Auditors

The Statutory Auditors, Haribhakti & Co. LLP, Chartered Accountants, Mumbai (Firm Registration No. 103523W) have completed their maximum permissible tenure in terms of the provisions of Section 139 (2) of the Companies Act, 2013. In view of this, the Board of Directors of the Company, on the recommendation of the Audit Committee, recommended to the members of the Company the appointment of SRBC & Co. LLP (FRN:- 324982E / E300003) as the Statutory Auditors of the Company for a period of 5 (five) years commencing from conclusion of this Annual General Meeting upto the conclusion of the Annual General Meeting of the Company to be held in the year 2022. The Company has received a confirmation letter from SRBC & Co. LLP to the effect that their appointment, if made, will be within the limits prescribed under the Companies Act, 2013 and that they are not disqualified for appointment as per the provisions of the Act. As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, they have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI). The Board recommends their appointment as Statutory Auditors to audit the accounts of the Company for a period of 5 (five) years commencing from the Financial Year 2017-18 to 2021-22, subject to ratification of their appointment by the members of the Company at every intermittent Annual General Meeting.

The Auditor''s Report on the Standalone Financial Statement of the Company for the Financial Year 2016-17, does not contain any qualification, reservation or adverse remark. Management''s explanation on the Auditor''s qualifications on the Consolidated Financial Statements of the Company are provided in the Statement on impact of Audit Qualifications forming part of this Annual Report.

The Directors of your Company confirm that no instances of frauds or mis-management were reported by the Statutory Auditor under Section 143 (12) of the Companies Act, 2013.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, the Company has appointed M/s. Dhrumil M. Shah & Co., Company Secretary in Practice, to undertake the Secretarial Audit of the Company. The report on the Secretarial Audit is annexed as “Annexure-D.”

22. Corporate Governance Report and Management Discussion & Analysis Report

The Corporate Governance Report together with the Certificate on Corporate Governance issued by Mr. Nilesh G. Shah, Practicing Company Secretary (FCS:4554), confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Management Discussion & Analysis Report given in this Annual Report form an integral part of this Report.

23. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT - 9 is annexed herewith as “Annexure-E” to this Report.

24. Particulars of Employees

The information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided on request. In terms of Section 136 of the Act, the Reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars mentioned in Section 197 (12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

25. Conservation of Energy and Technology Absorption

In view of the nature of activities which are being carried on by the Company, provisions regarding Conservation of Energy and Technology Absorption read with Section 134 (3) (m) of the Companies Act, 2013 and Rule 8 (3) of the Companies (Accounts) Rules, 2014 are not applicable.

26. Foreign Exchange earnings and outgo

During the Financial Year 2016-17, expenditure in foreign currencies in terms of actual outflow amounted to Rs.96,57,366/- on account of professional and consultancy fees, travelling, raw materials and dividend. The Company has not earned any foreign exchange during the Financial Year 2016-17.

27. Significant and Material Orders

There were no significant and material orders passed by any Regulators or Courts or Tribunals during the Financial Year ended March 31, 2017 impacting the going concern status and Company''s operations in future.

28. Prevention of Sexual Harassment of Women at Workplace

The Company has adopted an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted an Internal Complaints Committee (ICC) to redress the complaints received regarding sexual harassment. During the year under review, no complaints were received by the Committee for Redressal.

29. Prevention of Insider Trading

Your Company has adopted a Code of Conduct for prevention of Insider Trading and Code of Fair Disclosure of Unpublished Price Sensitive Information to ensure prevention of Insider Trading in the Organization.

30. Change in the Nature of Business (if any)

There is no material change in the type of business the Company is carrying.

31. Material Changes and commitments occurred between the end of the Financial Year and the date of the report

There were no reportable material changes or commitment, occurred between the end of the Financial Year and the date of this report, which may have any effect on the financial position of the Company.

32. Acknowledgement

The Directors express their deep gratitude and thank the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, contractors and consultants and also Banks, Financial Institutions, Debenture Truestee, Shareholders, Debenture-Holders and Employees of the Company for their continued support and encouragement.

By Order of the Board

For Peninsula Land Limited

Sd/-

Urvi A. Piramal

Non-Executive Chairperson

Place: Mumbai

Date: May 9, 2017

---

Mar 31, 2015

Dear members

1. The Directors have pleasure in presenting their 143rd Annual Report and the Audited Accounts for the year ended March 31, 2015 together with the Auditor's Report thereon.

2. Financial Results

(Rs. in Crores)

For the year For the year Particulars ended ended March 31, March 31,

2015 2014

Total Income 294.03 372.37

Profitbeforetax (18.47) 50.10

Less : Tax (12715) 0.96

ProfitafterTax (6.32) 49.14

Profit Brought Forward from Previous Year 716.68 728.87

Net Profit available for appropriation 710.36 778.01

Appropriation :

Less :

- Transfer to General Reserve - 0.00 3.68

- Transfer to Debenture Redemption Reserve 82.78 49.14

- Proposed Dividend on Preference Shares* 0.00 0.00

- Proposed Dividend on Equity Shares 8.38 11.17

- Distribution Tax Thereon 1.71 1.90

- Short Depreciation as per new Companies Act, 2013 Net of tax (Refer para (3)(A) of Note 23) 0.85 -

- Corporate Social Responsibility (U/s 135 - CSR Activity) 2.02 -

Add :

- Excess Dividend Provision Reversed 0.02 -

- Recoupment of Debenture Redemption Reserve 38.99 4.56

- Profit carried to the Balance Sheet 653.63 716.68

* Proposed Dividend on Preference Shares is Rs. 500/-

3. Operations of the Company

On a Standalone basis the Income from Operations for the year ended March 31, 2015 stood at Rs. 294.03 crore as against Rs. 372.37 crore for the corresponding year ended March 31, 2014. The Company incurred a loss from ordinary activities before tax of Rs. 18.47 crore for the year ended March 31,2015 as against profit of Rs. 50.10 crore for the year ended March 31,2014. After providing for extraordinary / prior period items and tax, the Company reported a net loss of Rs. 6.32 crore for the year ended March 31, 2015 as against profit of Rs. 49.14 crore for the year ended March 31,2014.

On a Consolidated basis the Income from Operations for the year ended March 31, 2015 was Rs. 302.92 crore as against Rs. 385.01 crore for the corresponding year ended March 31, 2014. The Company incurred a loss from ordinary activities before tax of Rs. 22.86 crore for the year ended March 31, 2015 as against profit of Rs. 45.63 crore for the year ended March 31,2014. After providing for extraordinary / prior period items and tax, the Company reported a net loss of Rs. 8.55 crore for the year ended March 31, 2015 as against profit of Rs. 41.83 crore for the year ended March 31,2014.

4. Share Capital

The paid up Equity Share Capital as on March 31, 2015 was Rs. 55.90 Crore. During the year under review, the Company has neither issued any shares nor granted stock options nor sweat equity.

5. Debenture

During the year, the Non-Convertible Debentures aggregating to Rs. 555.00 crore (Rs. Five Hundred and Fifty Five Crore) were issued on private placement basis and the same were listed on BSE Ltd. and Non- Convertible debentures aggregating to Rs. 155.95 crore were redeemed.

6. Dividend

Preference Shares

The Board of Directors have recommended dividend of Re. 0.50/- per Preference Share of Rs. 10/- each for the year ended March 31,2015.

Equity Shares

The Board of Directors have recommended dividend of Re. 0.30/- per Equity Share of Rs. 2/- each for the year ended March 31, 2015.

7. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note nos. 10, 12 and 16 to the Standalone Financial Statements.

8. State of Company's Affairs Business Review

The details of the Company's affairs including its operations and projects are more specifically given in the Management Discussion and Analysis Report, which is appended to this report.

9. Corporate Social Responsibility

Corporate Social Responsibility has been an integral part of the way in which your company does business. Your Company has made conscious efforts to involve communities in its development journey and has received appreciations from the stakeholders, which gives a sense of pride and an encouragement to continue this resolve further and better. In view of the less than expected performance and on the recommendation of the CSR Committee, the Company has allocated an amount of Rs. 2.02 crore as against Rs. 3.00 crore as mandated by the Companies Act, 2013 and the Rules made thereunder.

In accordance with the provisions of section 135 of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014 made thereunder, an Annual report on the CSR activities of the Company alongwith the CSR initiatives undertaken during the financial year 2014-15 is enclosed to this report as "Annexure-A1".

10. Business Risk Management

Pursuant to Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee (RMC). The details of Committee and its terms of reference are set out in the Corporate Governance Report.

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage.

The business risk framework defines the risk identification and its management approach across the enterprise at various levels including documentation and reporting. The framework helps in identifying risks trend, exposure and potential impact analysis on the Company's business.

11. Internal Control Systems and their Adequacy

The Company has an internal financial control system that commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluated the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company's policies, safeguarding of Company's assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

12. Vigil Mechanism / Whistle Blower Policy

The Company has adopted a Whistle Blower Policy for directors and employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. The functioning process of this mechanism has been more elaborately mentioned in the Corporate Governance Report annexed to this report. The said policy is posted on the Company's website www.peninsula.co.in

13. Subsidiary Companies

The Company has 27 (Twenty Seven) subsidiary companies (including direct and step-down subsidiary companies) 3 (Three) Joint Venture companies and 3 (Three) Associates.

The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the holding company in the immediately preceding financial year or has generated 20% of the consolidated income of the Company during the previous financial year. A policy on material subsidiaries has been formulated by the Company and posted on the website of the Company at http://www.peninsula.co.in.

Renato Finance & Investments Pvt. Ltd. and Flaxo Real Estate Pvt. Ltd. have ceased to be subsidiaries of the Company during the period under review.

A statement containing the salient feature of the financial statements of Company's aforesaid subsidiaries, Joint Ventures and Associates is annexed in the prescribed Form AOC-1 to this report as "Annexure -A2".

The Company will make available the Financial Statementsof the Subsidiary Companies / step-down Subsidiary Companies, Joint Ventures and Associates (collectively referred as "Subsidiaries") and the related information to any member of the Company who may be interested in obtaining the same. The Financial Statements of the Subsidiaries will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary/ step-down Subsidiary Companies. The Consolidated Financial Statements of the Company include the financial results of its Subsidiaries.

The Annual Report will also be displayed on Company's website www.peninsula.co.in.

14. Directors / Key Managerial Personnel

Dr. Ajay Dua, Ms. Bhavna Doshi, Lt. Gen. Deepak Summanwar, Mr. Pradipta Mohapatra, and Mr. Sudhindar Khanna, were appointed as Independent Directors of the Company at the Annual General Meeting (AGM) of the Company held on September 27, 2014 for a period of 5 years w.e.f. September 27, 2014. All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mr. Amitabha Ghosh and Mr. Jaydev Mody ceased to be Directors during the year ended March 31,2015. The Board wishes to place on record its sincere appreciation and gratitude for the invaluable contribution made by them during their tenure with the Company.

The Company has complied with the requirement of having Key Managerial Personnel as per the provisions of section 203 of the Companies Act, 2013.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company Mr. D.M. Popat (DIN: 00057345) who is retiring by rotation at this Annual General Meeting (AGM) has not sought reappointment. It is proposed not to fill up the vacancy thereby caused.

Ms. Urvi A. Piramal (DIN: 00044954) was appointed as an Executive Chairperson of the Company by the shareholders at the AGM of the Company held on August 5, 2010. She has not sought re-appointment as wholetime director of the Company. However she would like to continue as non-executive chairperson of the Company. The Board places on records its sincere appreciation for the invaluable services rendered by Ms. Urvi A. Piramal as Executive Chairperson of the Company.

Mr. Rajeev A. Piramal (DIN: 00044983) was appointed as Vice Chairman and Managing Director of the Company by the shareholders at the AGM of the Company held on August 5, 2010. His tenure, as Vice Chairman and Managing Director, will expire on October 26, 2015. As recommended by NRC the Board has recommended his reappointment as Vice Chairman and Managing Director for a further period of five years with effect from October 27, 2015 on the remuneration and terms and conditions mentioned in the notice of the AGM.

Mr. Mahesh S. Gupta (DIN: 00046810) was appointed as Group Managing Director by the shareholders at the AGM of the Company held on August 5, 2010. His tenure, as Group Managing Director, will expire on October 26, 2015. As recommended by NRC the Board has recommended his reappointment as Group Managing Director for a further period of five years with effect from October 27, 2015 on the remuneration and terms and conditions mentioned in the notice of the AGM.

None of aforesaid executive Directors viz. Ms. Urvi A. Piramal, Mr. Rajeev A. Piramal and Mr. Mahesh S. Gupta has received any remuneration from any of its subsidiaries.

Your Directors recommend the re-appointment of Mr. Rajeev A. Piramal as Vice Chairman and Managing Director of the Company and Mr. Mahesh S. Gupta as Group Managing Director.

15. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the individual directors as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

16. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

17. Meetings

During the year five Board Meetings were convened and held, the details of which are given more specifically in the Corporate Governance Report.

18. Committees of the Board

During the year, the Board has constituted some new Committees and also re-constituted some of its existing Committees in accordance with the Companies Act, 2013 and the listing agreement.

The details of all the Committees of the Board including the Audit Committee, along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance which forms part of this Annual Report.

19. Directors' Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013 ("the Act"), we hereby state that :

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) your Directors had 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 31,2015 and its loss for the year ended on that date;

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

iv) your Directors had prepared the Annual Accounts for the year ended March 31, 2015 on a going concern basis;

v) the Directors had laid down internal financial controls which are followed by the Company and that such internal financial controls are adequate and are operating effectively.

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

20. Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval, wherever required. Prior omnibus approvals of the Audit Committee were obtained for the transactions of repetitive nature. The transactions entered into pursuant to the omnibus approval of the Audit Committee were placed before the Audit Committee for its review on a quarterly basis. The Company has framed a policy on Related Party Transactions for purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at http://www.peninsula. co.in. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

21. Fixed Deposits

Your Company has not accepted or renewed any deposits under Chapter V of Companies Act, 2013 during the year under review.

22. Auditors

a) Statutory Auditors

The Statutory Auditors, M/s. Haribhakti & Co LLP, retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a confirmation letter from the Auditors to the effect that their re-appointment, if made, will be within the prescribed limits under of the Companies Act, 2013 and that they are not disqualified for re- appointment within the meaning of the said Act. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Board recommends their reappointment as Auditors to audit the accounts of the Company for the financial year 2015-2016

The Auditor's report on the Standalone Financial Statement of the company for the finanacial year 2014-2015, does not contain any qualifications, reservations or adverse remark. The matters emphasized by the auditors in their report are self- explantaory.

With respect to the Auditor's qualifications on the Consolidated Financial Statement of the Company, the impact of non-consolidation of Financial Statement of an Associate is insignificant. The matters emphasized by the auditors in their report are self- explanatory.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Dhrumil M. Shah & Co., Company Secretary in practice, to undertake the Secretarial Audit of the Company. The report on the Secretarial Audit is annexed herewith as "Annexure-A3".

There were no qualifications, reservations, adverse remarks or disclaimers in the report of Secretarial Auditors of the Company.

23. Corporate Governance

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with a Certificate on Corporate Governance issued by Mr. Nilesh G. Shah, Practising Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49.

24. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure-A4" to this report.

25. Particulars of Employees

The information required pursuant to Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars mentioned in Rule 5 of the said Rule which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company secretary in advance.

26. Conservation of energy and technology absorption

In view of the nature of activities which are being carried on by the Company, provisions regarding conservation of energy and technology read with Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable.

27. Foreign Exchange earnings and outgo

There were no Foreign Exchange earnings during the year under review. In respect of the Foreign Exchange outgo, disclosure of information as required under section 134 (3) (m) of Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is given in Para 20 of Note 23 ofthe financial Statements.

28. Significant and Material Orders

There were no significant and material orders passed by any Regulators or Courts or Tribunals during the year March 31,2015 impacting the going concern status and company's operations in future.

29. Prevention of Sexual Harassment of Women at Workplace

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted Internal Complaints Committee (ICC) to redress the complaints received regarding sexual harassment. During the year under review, no complaints were received by the Committee for redressal.

30. Acknowledgement

The Directors express their deep gratitude and thank the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, contractors and consultants and also Banks, Financial Institutions, shareholders, debentureholders and employees of the Company for their continued support and encouragement.

By Order of the Board

Urvi A. Piramal Chairperson

Mumbai : May 9, 2015

---

Mar 31, 2014

Dear Shareholders,

1. The Directors have pleasure in presenting their 142nd Annual Report and the Audited Accounts for the year ended 31st March, 2014 together with the Auditor''s Report thereon.

2. Financial Results

(Rs. in Crores)

Particulars For the year ended 31st For the year ended 31st March, 2013 March, 2013

Total Income 372.37 849.82

Profit before tax 50.10 216.82

Less : Tax 0.96 19.87

Profit after Tax 49.14 196.95

Profit Brought 728.87 640.67 Forward from Previous Year

Net Profit 778.01 837.62 available for appropriation

Appropriation :

Transfer to 3.68 27.60 General Reserve

Transfer to 49.14 32.15 Debenture Redemption Reserve

Proposed Dividend 0.00 0.00 on Preference Shares*

Proposed Dividend 11.17 41.88 on Equity Shares

Distribution Tax 1.90 7.12 Thereon

Recoupment of Debenture 4.56 - Redemption Reserve

Profit carried to the 716.68 728.87 Balance Sheet

*Proposed Dividend on Preference Shares is Rs. 10,000/-

3. Dividend

Preference Shares

The Board of Directors have recommended dividend of Re.0.50/- per Preference Share of Rs. 10/- each for the year ended 31st March, 2014.

Equity Shares

The Board of Directors have recommended dividend of Re. 0.40/- per Equity Share of Rs. 2/- each for the year ended 31st March, 2014.

4. Operations of the Company

During the year ended 31st March, 2014, your Company has earned revenue of Rs. 372.37 crores as compared to Rs. 849.82 crores for the previous year ended 31st March, 2013. Profit after Tax was Rs. 49.14 crores as against Rs. 196.95 crores in the previous year ended 31st March, 2013. The details of the operations and projects are more specifically given in the Management Discussion and Analysis Report, which is appended to this report, as required by Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

5. Corporate Governance

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with a Certificate on Corporate Governance issued by M/s. Nilesh G. Shah, Practising Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49.

As a part of good Corporate Governance, the Board of Directors of the Company has appointed M/s. Mahesh S. Darji, Practising Company Secretary to conduct Secretarial Audit of the Company. The Secretarial Compliance Certificate which entitles the compliance of all rules, regulations under the various applicable provisions of the Companies Act, 1956, Companies Act, 2013 to the extent applicable, SEBI Regulations and the applicable regulations under the Listing Agreement entered with the Stock Exchanges has been enclosed in the Annual Report.

6. Directors

During the year, Mr. Chandrakant Muralidhar Hattangadi ceased to be the Director of the Company with effect from 12th August, 2013. The Board wishes to place on record its sincere appreciation and gratitude for the invaluable contribution made by him during his tenure with the Company

The Board of Directors at its meeting held on 31s* July, 2014 appointed Mr. Pradipta Mohapatra as an Additional and Independent Director of the Company. He will hold office upto the date of ensuing Annual General Meeting. In accordance with the provisions of Section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement it is proposed to appoint the Mr. Pradipta Mohapatra (holding DIN 00066239), Ms. Bhavna Doshi (holding DIN 00400508), Mr. Sudhindar Khanna (holding DIN 01529178), Lt. Gen. Deepak Summanwar (holding DIN 02017830), and Dr. Ajay Dua (holding DIN 02318948) as Independent Directors of the Company for a period of 5 (five) consecutive years w.e.f. conclusion of 142nd Annual General Meeting of the Company. The Independent Directors will not be liable to retire by rotation. The Company has received notices in writing from members proposing the appointment of the Independent Directors of the Company for the office of Director, subject to shareholders'' approval to be obtained at the ensuing 142nd Annual General Meeting of the Company.

Mr. Jaydev Mody, Director of the Company, who is retiring by rotation at the 142nd Annual General Meeting has not sought re-appointment. It is proposed not to fill up the vacancy thereby caused.

7. Merger and De-merger of Subsidiary Companies

The Honourable High Court of judicature at Bombay approved the Composite Scheme of Arrangement and Amalgamation (De-merger and Amalgamation) (''Scheme'') of the Company and its below mentioned wholly owned subsidiaries.

Merger of :-

* City Parks Private Limited (Amalgamating Company);

* RR Mega Property Developers Private Limited (Amalgamating Company);

* Wismore Real Estate Private Limited (Amalgamating Company); and

Demerger of Real Estate undertaking of: -

Peninsula Mega Township Developers Limited (Demerged Company).

8. Auditors

The Statutory Auditors, M/s. Haribhakti & Co LLP., retire at this Annual General Meeting and are eligible for reappointment. The Board recommends their re-appointment as Auditors to audit the accounts of the Company for the financial year 2014 - 2015.

The Company has received a confirmation letter from the Auditors to the effect that their re-appointment, if made, will be within the prescribed limits under of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of the said Act.

9. Corporate Social Responsibilities

For details on Corporate Social Responsibility, please refer to Point No. 8.7 of the Corporate Governance Report Section of the Annual Report.

10. Particulars of Employees

The particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, and Companies (Particulars of Employees) Amendment Rules, 2011 are required to be annexed to the Directors'' Report. Having regard to the provisions of Section 219 (1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

11. Subsidiary Companies

The Company has 7 Subsidiary Companies and 15 step-down Subsidiary Companies, names of which have been entitled below:

1) Peninsula Holdings and Investments Private Limited

2) Peninsula Mega Properties Private Limited

3) Renato Finance & Investments Private Limited

4) Peninsula Crossroads Private Limited

5) Peninsula Mega Township Developers Limited

6) Goodtime Real Estate Development Private Limited

7) Pavurotti Real Estate Private Limited (Formerly known as Pavurotti Finance and Investments Private Limited)

(a) Peninsula Holdings and Investments Private Limited, in turn, holds the investments of the Company in the following Subsidiary Companies:-

(i) Inox Mercantile Company Private Limited

(ii) Peninsula Facility Management Services Limited

(iii) Peninsula Investment Management Company Limited

(iv) Peninsula Pharma Research Centre Private Limited

(v) Peninsula Trustee Limited

(vi) Planetview Mercantile Company Private Limited

(vii) RR Real Estate Development Private Limited

(viii) Takenow Property Developers Private Limited

(ix) Peninsula Real Estate Management Private Limited

(x) Peninsula Integrated Land Developers Private Limited.

(xi) Peninsula Mega-City Development Private Limited

(xii) Flaxo Real Estate Private Limited

(xiii) HEM Infrastructure and Property Developers Private Limited.

(xiv) Sketch Real Estate Private Limited

(xv) Midland Township Development Private Limited

Details of the significant operational Subsidiary / Step-down Subsidiary Companies are as under:

1. Goodtime Real Estate Development Private Limited ("GREDPL") GREDPL acquired in May 2014, a land admeasuring approx. 4.94 Acres costing Rs. 650 Crores, near Byculla, Mumbai for Residential Project. Your company owns 57.26% of the stake in GREDPL and the remaining stake of 42.74% is held by investors, PREI - Fund. During the year under review the total revenue earned was Rs. 1.78 Crores.

2. Peninsula Crossroads Private Limited (formerly known as L&T Crossroads Private Limited ("Peninsula Crossroads")

Peninsula Crossroads'' total revenue was Rs. 3.48 crores as against the previous year''s revenue of Rs. 4.13 croress. The profit after tax for the current year was Rs. 1.71 crores as against Rs. 2.04 crores for the previous year.

3. Peninsula Facility Management Services Limited ("PFMS")

PFMS is into the business of Facility Management Services. During the year ended 31st March 2014, PFMS earned total revenue of Rs. 3.97 crores and profit after tax of Rs.1.46 crores as against the total revenue of Rs. 40.83 crores and profit of Rs. 1.90 crores for the previous year. Upto 31st March, 2013 PFMS followed the practice of billing directly to occupants. From April 2013, CBRE South Asia Pvt Ltd (CBRE) was appointed to provide the facility management services to the occupants, vide a tripartite agreement between your Company, PFMS and CBRE. Accordingly from April 2013 onwards, CBRE is responsible for billing the occupants. The role of PFMS is restricted to overall co-ordination and overseeing of the maintenance activity carried out by CBRE. For this, PFMS is entitled to a share (30%) of the Facility Management fees charged by CBRE. As a result of the above change in the business and operational model from April 2013, the value of services provided by PFMS has reduced as compare to earlier financial year.

4. Peninsula Investment Management Company Limited ("PIMCL")

PIMCL functions as an Asset Management Company, rendering mainly investment advisory services to the Peninsula Realty Fund. During the year ended 31st March, 2014, PIMCL earned total revenue of Rs. 3.80 crores and profit of Rs. 2.10 crores as against the total revenue and profit of Rs. 3.92 crores and Rs. 2.20 crores respectively for the previous year.

5. Peninsula Mega Township Developers Limited ("PMTDL")

Pursuant to the Demerger of Real Estate undertaking from PMTDPL into the Company as stated above, the project at Nashik named Ashok Astoria has been transferred to your Company.

In accordance with the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary / step-down Subsidiary Companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the Subsidiary Companies / step-down Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies / step-down Subsidiary Companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary / step-down Subsidiary Companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary / step-down Subsidiary Companies.

The Annual Report will also be displayed on our website www.peninsula.co.in.

6. Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 ("the Act"), we hereby state that :

i) in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

ii) your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and its profit for the year ended on that date;

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

iv) your Directors have prepared the Annual Accounts for the year ended 31st March, 2014 on a going concern basis.

7. Employee Stock Option Scheme

During the year under review, the Company has not granted any options. Disclosures as required by Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines - 1999 are attached herewith and marked as Annexure A.

Presently, there are no outstanding options pending for exercise and the Company does not intend to grant any more options under the said scheme. In view of the same, the Board of Directors feels that the Scheme is ineffective and hence your board has recommended to terminate the "Peninsula Land Limited - Stock Option Plan 2006".

8. Conservation of energy and technology absorption

In view of the nature of activities which are being carried on by the Company, provisions of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956, are not applicable.

9. Foreign Exchange earning and outgo

There was no Foreign Exchange earning during the year under review. In respect of the Foreign Exchange outgo, disclosure of information as required under Rule 2(C) of Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is already given in Para 24 and 25 of Note No.23 of Notes forming part of the financial Statements.

10. Acknowledgement

The Directors express their deep gratitude and thank the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, contractors and consultants and also Banks, Financial Institutions, shareholders and employees of the Company for their continued support and encouragement.

By Order of the Board

Urvi A. Piramal Chairperson

Mumbai: Date: 31st July, 2014

---

Mar 31, 2013

Dear Shareholders,

1. The Directors have pleasure in presenting their 141st Annual Report and the Audited Accounts for the year ended 31st March, 2013 together with the Auditor''s Report thereon.

2. Financial Results Rs. in crores

Particulars For the year For the year ended 31st ended 31st March, 2013 March, 2012

Total Income 849.82 644.43

Profit before tax 216.82 182.36

Less : Tax 19.87 25.47

Profit after Tax 196.95 156.89

Profit Brought Forward from 640.67 549.47

Previous Year

Net Profit available for 837.62 706.36 appropriation

Appropriation :

Transfer to General Reserve 27.60 30.00

Transfer to Debenture 32.15

Redemption Reserve

Proposed Dividend on 0.00 0.00

Preference Shares

Proposed Dividend on Equity 41.88 30.71

Shares

Distribution Tax Thereon 7.12 4.98

Profit carried to the Balance

Sheet 728.87 640.67



3. Dividend

Preference Shares

The Board of Directors have recommended dividend of Rs. 0.50/- per Preference Share of Rs. 10/- each for the year ended 31st March, 2013.

Equity Shares

The Board of Directors have recommended dividend of Rs. 1.50/-per Equity Share of Rs. 2/- each for the year ended 31st March, 2013.

The dividend will be free of tax in the hands of the shareholders. Total cash outflow on account of these dividend payments together with distribution tax will be Rs. 49 Crores

4. Operations of the Company

During the year ended 31st March, 2013, the Company has earned revenue of Rs. 849.82 crores as compared to Rs. 644.43 crores for the previous year ended 31st March, 2012. Profit after Tax was Rs.196.95 crores as against Rs. 156.89 crores in the previous year ended 31st March, 2012.

5. Management Discussion and Analysis Report

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report is appended to this report.

6. Corporate Governance

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with a Certificate on Corporate Governance from M/s. Nilesh G. Shah, Practising Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49.

As a part of good Corporate Governance, the Board of Directors of the Company has appointed M/s. Mahesh S. Darji, Practising Company Secretary to conduct Secretarial Audit of the Company. The Secretarial Compliance Certificate which entitles the compliance of all rules, regulations under the various applicable provisions of the Companies Act, 1956, SEBI Regulations and the applicable regulations under the Listing Agreement entered with the Stock Exchanges has been enclosed in the Annual Report.

7. Directorate

During the year, Mr Rajesh Jaggi ceased to be the Managing Director and Director of the Company with effect from 31st October, 2012. The Board wishes to place on record its sincere appreciation and gratitude for the invaluable contribution made by him during his tenure with the Company.

The Board of Directors at its meeting held on 19th October, 2012 appointed Dr. Ajay Dua as an Additional Director of the Company. He will hold office upto the date of ensuing Annual General Meeting. The Company has received notice in writing from a member proposing the candidature of Dr. Ajay Dua for the office of Director, liable to retire by rotation, subject to shareholders'' approval.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. D M Popat, Mr. Amitabha Ghosh and Lt. Gen. Deepak Summanwar, Directors of the Company retire by rotation at this Annual General Meeting and being eligible, offer themselves for re-appointment, which the Board recommends.

Mr. Rajeev A. Piramal is being re-designated as the Vice Chairman and Managing Director of the Company w.e.f. 31st October, 2012 till the balance of his tenure,

i.e. till 25th October, 2015, subject to shareholders'' approval.

Your directors recommended the above appointment /re-appointment for your approval in the ensuing Annual General Meeting.

8. Auditors

The Auditors, M/s. Haribhakti & Co., retire at this Annual General Meeting and are eligible for re-appointment. The Board recommends their re-appointment as Auditors to audit the accounts of the Company for the financial year 2013- 2014.

The Company has received a confirmation letter from the Auditors to the effect that their re-appointment, if made, will be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

9. Corporate Social Responsibilities

For details on Corporate Social Responsibility, please refer to Point No. 8.7 of the Corporate Governance Report Section of the Annual Report.

10. Particulars of Employees

The particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, and Companies (Particulars of Employees) Amendment Rules, 2011 are required to be annexed to the Directors'' Report. Having regard to the provisions of Section 219 (1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

11. Subsidiary Companies

The Company has 4 Subsidiary Companies and 19 step-down Subsidiary Companies, names of which have been entitled below:

1. Peninsula Holdings and Investments Private Limited

2. Peninsula Mega Properties Private Limited

3. Renato Finance and Investments Private Limited

4. Peninsula Crossroads Private Limited

Peninsula Holdings and Investments Private Limited, in turn, holds the investments of the Company in the following Subsidiary Companies:-

(i) City Parks Private Limited

(ii) Goodtime Real Estate Development Private Limited

(iii) Inox Mercantile Company Private Limited

(iv) Peninsula Facility Management Services Limited

(v) Peninsula Investment Management Company Limited

(vi) Peninsula Mega-City Development Private Limited

(vii) Peninsula Mega Township Developers Private Limited

(viii) Peninsula Pharma Research Centre Private Limited

(ix) Peninsula Real Estate Management Private Limited

(x) Peninsula Trustee Limited

(xi) Planetview Mercantile Company Private Limited

(xii) RR Mega Property Developers Private Limited

(xiii) RR Real Estate Development Private Limited

(xiv) Takenow Property Developers Private Limited

(xv) Flaxo Real Estate Pvt Ltd

(xvi) Wismore Real Estate Pvt Ltd

(xvii) Peninsula Integrated Land Developers Private Limited.

(xviii) Pavurotti Finance And Investments Private Limited

(xix) HEM Infrastructure and Property Developers Pvt Limited.

Details of the significant operational Subsidiary / Step-

down Subsidiary Companies are as under:

1. Peninsula Crossroads Private Limited (formerly known as L&T Crossroads Private Limited ("Peninsula Crossroads")

Peninsula Crossroads'' total revenue was Rs. 4.13 crores as against the previous year''s revenue of Rs. 4.50 crores. The profit after tax for the current year was Rs. 2.03 crores as against Rs. 1.83 crores for the previous year.

2. Peninsula Facility Management Services Limited ("PFMS")

PFMS is into the business of Facility Management Services. During the year ended 31st March 2013, PFMS earned total revenue of Rs. 40.84 crores and profit after tax of Rs. 1.91 crores as against the total revenue of Rs. 33.15 crores and profit of Rs. 1.67 crores for the previous year.

3. Peninsula Investment Management Company Limited ("PIMCL'')

PIMCL functions as an Asset Management Company, rendering mainly investment advisory services to the Peninsula Realty Fund. During the year ended 31st March, 2013, PIMCL earned total revenue of Rs. 3.92 crores and profit of Rs. 2.20 crores as against the total revenue and profit of Rs. 4.20 crores and Rs. 1.51 crores respectively for the previous year.

4. Peninsula Mega Township Developers Private Limited ("PMTDPL'')

PMTDPL in into real estate development and is presently engaged in the development of its project at Nashik named Ashok Astoria. The project comprises of Residential Apartment buildings, Town houses, row houses and amenity buildings aggregating to around 5.88 lac sq feet. Till 31st March 2013, the Company achieved 56% project completion and also sold around 44% of the saleable area for Rs. 86.76 crores. Accordingly, PMTDPL recognized total revenue of Rs. 31.88 crores and posted an operating loss Rs. 7.05 crores as against the total revenue and loss of Rs. 17.08 crores and Rs. 5.40 crores respectively for the previous year. The interim loss during the current year was attributable largely due to lower sales realization at launch stage which is expected to be re-couped from future sales at better rates.

In accordance with the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary / step-down Subsidiary Companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the Subsidiary Companies / step- down Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies / step-down Subsidiary Companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary / step-down Subsidiary Companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary / step-down Subsidiary Companies.

The Annual Report will also be displayed on our website www.peninsula.co.in.

12. Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 ("the Act"), we hereby state that :

i) in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

ii) your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and its profit for the year ended on that date;

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

iv) your Directors have prepared the Annual Accounts for the year ended 31st March, 2013 on a going concern basis.

13. Employee Stock Option Scheme

During the year under review, the Company has not granted any options. Disclosures as required by Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines - 1999 are attached herewith and marked as Annexure A.

14. Conservation of energy and technology absorption

In view of the nature of activities which are being carried on by the Company, particulars required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956, are not applicable.

15. Foreign Exchange earning and outgo

There was no Foreign Exchange earning during the year under review. In respect of the Foreign Exchange outgo, disclosure of information as required under Rule 2(C) of Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is already given in Para Nos. 18 & 19 of Note No. 23 Notes forming part of the financial Satements.

16. Acknowledgement

The Directors express their deep gratitude and thank the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, contractors and consultants and also Banks, Financial Institutions, shareholders and employees of the Company for their continued support and encouragement.

By Order of the Board

Urvi A. Piramal

Chairperson

Mumbai : 27th May, 2013

---

Mar 31, 2012

1. The Directors have pleasure in presenting their 140th Annual Report and the Audited Accounts for the year ended 31st March, 2012 together with the Auditor's Report thereon.

2. Financial Results

(Rs in Crores)

For the For the Particulars year ended year ended 31st March 31st March 2012 2011

Total Income 618.83 611.05

Profit Before Tax 182.36 302.51

Less : Tax 25.47 56.73

Profit after Tax 156.89 245.78

Balance of Profit and Loss 549.46 408.84

Statement Previous Year

Net Profit available for 706.35 654.62

appropriation

Appropriation :

Transfer to General Reserve 30.00 50.00

Proposed Dividend on 0 0

Preference Shares

Proposed Dividend on 30.71 47.46

Equity Shares

Distribution Tax Thereon 4.98 7.70

Balance of Profit and Loss 640.66 549.46

Statement

3. Dividend Preference Shares

The Board of Directors have recommended dividend of Rs 0.50/- per Preference Share of Rs 10/- each for the year ended 31st March, 2012.

Equity Shares

The Board of Directors have recommended dividend of Rs 1.10/- per Equity Share of Rs 2/- each for the year ended 31st March, 2012.

The dividend will be free of tax in the hands of the shareholders. Total cash outflow on account of these dividend payments together with distribution tax will be Rs 35.69 crores.

4. Operations of the Company

During the year ended 31st March, 2012, the Company has earned revenue of Rs 618.83 crores as compared to Rs 611.05 crores for the previous year ended 31st March, 2011. Profit after Tax was Rs156.89 crores as against Rs 245.78 crores in the previous year ended 31st March, 2011.

5. Management Discussion and Analysis Report

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report is appended to this report.

6. Corporate Governance

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with a Certificate on Corporate Governance from M/s. Nilesh G. Shah, Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49.

As a part of good Corporate Governance, the Board of Directors of the Company has appointed M/s. Mahesh S. Darji, Practicing Company Secretary to conduct Secretarial Audit of the Company. The Secretarial Compliance Certificate which entails the compliance of all rules, regulations under the various applicable provisions of the Companies Act, 1956, SEBI Regulations and the applicable regulations under the Listing Agreement entered with the Stock Exchanges has been enclosed in the Annual Report.

7. Directorate

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Jaydev Mody, Mr. C. M Hattangdi and Mr. Sudhindar Khanna Directors of the Company retire by rotation at this Annual General Meeting and being eligible, offer themselves for re-appointment.

8. Auditors

The Auditors, M/s. Haribhakti & Co., retire at this Annual General Meeting and are eligible for re- appointment. The Board recommends their re- appointment as Auditors to audit the accounts of the Company for the financial year 2012- 2013.

The Company has received letter from the Auditors to the effect that their re-appointment, if made, will be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

9. Particulars of Employees

The Directors acknowledge with thanks the contribution made by employees towards the growth of the Company and appreciate their unstinted co- operation and support to the Management.

Any member interested in obtaining a copy of the statement of particulars of employees referred to in Section 217(2A) of the Companies Act, 1956, may write to the Company Secretary at the Registered Office of the Company.

10. Subsidiary Companies

The Company has 4 Subsidiary Companies and 19 step-down Subsidiary Companies, names of which have been entailed below:

1. Peninsula Holdings and Investments Private Limited

2. Peninsula Mega Properties Private Limited

3. Renato Finance & Investments Private Limited

4. Peninsula Crossroads Private Limited

Peninsula Holdings and Investments Private Limited, in turn, holds the investments of the Company in the following Subsidiary Companies:

(i) City Parks Private Limited

(ii) Goodtime Real Estate Development Private Limited

(iii) Inox Mercantile Company Private Limited

(iv) Peninsula Facility Management Services Limited

(v) Peninsula Investment Management Company Limited

(vi) Peninsula Mega-City Development Private Limited

(vii) Peninsula Mega Township Developers Private Limited

(viii) Peninsula Pharma Research Centre Private Limited

(ix) Peninsula Real Estate Management Private Limited

(x) Peninsula Trustee Limited

(xi) Planet view Mercantile Company Private Limited

(xii) RR Mega Property Developers Private Limited

(xiii) RR Real Estate Development Private Limited

(xiv) Takenow Property Developers Private Limited

(xv) Flaxo Real Estate Private Limited

(xvi) Wismore Real Estate Private Limited

(xvii) Bridgeview Real Estate Development Private Limited

(xviii) Pavurotti Finance And Investments Private Limited

(xix) HEM Infrastructure and Property Developers Private Limited

Details of the significant operational Subsidiary / Step- down Subsidiary Companies are as under:

i. Peninsula Crossroads Private Limited ("Peninsula Crossroads")

Peninsula Crossroads total revenue was Rs 4.50 crores as against the previous yearRss revenue of Rs 5.39 crores. The profit after tax for the current year was Rs 1.83 crores as against Rs 3.65 crores for the previous year.

ii. Peninsula Facility Management Services Limited ("PFMS")

PFMS is into the business of Facility Management Services. During the year ended 31st March 2012, PFMS earned total revenue of Rs 33.15 crores and profit after tax of Rs 1.67 crores as against the total revenue of Rs 20.68 crores and profit of Rs 0.16 crores for the previous year.

iii. Peninsula Investment Management Company Limited ("PIMCL")

PIMCL functions as an Asset Management Company, rendering mainly investment advisory services to the Peninsula Realty Fund. During the year ended 31st March, 2012, PIMCL earned total revenue of Rs 4.20 crores and profit of Rs 1.52 crores as against the total revenue and profit of Rs 3.68 crores and Rs 1.08 crores respectively for the previous year.

iv. Peninsula Mega Township Developers Private Limited ("PMTDPL")

PMTDPL in into real estate development and is presently engaged in the development of its project at Nashik named Ashok Astoria. The project comprises of Residential Apartment buildings, Town houses, row houses and amenity buildings aggregating to around 5.88 lac sq. feet till 31st March 2012. During the year, the Company achieved 34% project completion and also sold around 27% of the saleable area for Rs 50.19 crores. Accordingly, PMTDPL recognized total revenue of Rs 17.07 crores and posted an operating loss of Rs 5.40 crores as against the total revenue and losses of Rs Nil and Rs 0.58 crores respectively for the previous year. The interim loss during the current year was attributable largely due to lower sales realization at launch stage which is expected to be re-couped from future sales at better rates.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary / step-down Subsidiary Companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the Subsidiary Companies / step-down Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies / step-down Subsidiary Companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary / step-down Subsidiary Companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary / step-down Subsidiary Companies.

The Annual Report will also be displayed on our website www.peninsula.co.in

11. Directors' Responsibility Statement Pursuant to Section 217(2AA) of the Companies Act, 1956 ("the Act"), we hereby state that :

i) in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

ii) your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and its profit for the year ended on that date;

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

iv) your Directors have prepared the Annual Accounts for the year ended 31st March, 2012 on a going concern basis.

12. Employee Stock Option Scheme

During the year under review, the Company has not granted any options. Disclosures as required by Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines - 1999 are attached herewith and marked as Annexure A.

13. Conservation of energy and technology absorption

In view of the nature of activities which are being carried on by the Company, particulars required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956, are not applicable.

14. Foreign Exchange earnings and outgo

There was no Foreign Exchange earnings during the year under review. In respect of the Foreign Exchange outgo, disclosure of information as required under Rule 2(C) of Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is already given in Para 20 of Note No. 23 Notes forming part of Financial Statements.

15. Acknowledgement

The Directors express their deep gratitude and thank the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, contractors and consultants and also Banks, Financial Institutions, shareholders and employees of the Company for their continued support and encouragement.

By Order of the Board

Urvi A. Piramal

Chairperson

Mumbai: 17th May, 2012

---

Mar 31, 2011

1. The Directors have pleasure in presenting their 139th Annual Report and the Audited Accounts for the year ended 31st March, 2011 together with the Auditors Report thereon.

2. Financial Results

Rs. in lakhs

Particulars For the For the year ended year ended 31st March, 2011 31st March, 2010

Total Income 59,175.48 81,704.93

Profit Before Extraordinary and Exceptional Items 30,251.19 38,589.85

Extraordinary and Exceptional Items - 5,023.22

Profit before tax 30,251.19 33,566.63

Less : Tax 5,672.86 5,129.11

Profit after Tax 24,578.33 28,437.52

Reversal of Excess Tax Provision for Earlier Years - 648.75

Profit Brought Forward from Previous Year 40,883.58 21,680.90

Net Profit available for appropriation 65,461.91 50,767.17 Appropriation :

Transfer to General Reserve 5,000.00 5,000.00

Proposed Dividend on Preference Shares 0.01 0.01

Proposed Dividend on Equity Shares 4,746.42 4,188.01

Distribution Tax Thereon 769.98 695.57

Profit carried to the Balance Sheet 54,945.50 40,883.58

3. Dividend Preference Shares

The Board of Directors have recommended dividend of Re. 0.50/- per Preference Share of Rs. 10/- each for the year ended 31st March, 2011.

Equity Shares

The Board of Directors have recommended dividend of Rs. 1.70/- per Equity Share of Rs. 2/- each for the year ended 31st March, 2011.

The dividend will be free of tax in the hands of the shareholders. Total cash outflow on account of these dividend payments together with distribution tax will be Rs. 5,516.41 lakhs

4. Operations of the Company

During the year ended 31st March, 2011, the Company has earned revenue of Rs. 59,175.48 lakhs as compared to Rs. 81,704.93 lakhs for the previous year ended 31st March, 2010. Profit after Tax was Rs. 24,578.33 lakhs as against Rs. 28,437.52 lakhs in the previous year ended 31st March 2010.

5. Management Discussion and Analysis Report

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report is appended to this report.

6. Corporate Governance

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with a Certifi cate on Corporate Governance from M/s. Nilesh G. Shah, Practising Company Secretary confi rming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49.

As a part of good Corporate Governance, the Board of Directors of the Company has appointed M/s. Mahesh S. Darji, Practising Company Secretary to conduct Secretarial Audit of the Company. The Secretarial Compliance Certifi cate which entails the compliance of all rules, regulations under the various applicable provisions of the Companies Act, 1956, SEBI Regulations and the applicable regulations under the Listing Agreement entered with the Stock Exchanges has been enclosed in the Annual Report.

7. Scheme of Amalgamation and Arrangement of Topstar Mercantile Private Limited ("Topstar") with the Company and its Shareholders and Creditors

The Company has received the approval from the Honble High Court of Judicature at Bombay sanctioning the Scheme of Amalgamation and Arrangement of Topstar with the Company and its Shareholders and Creditors. The Appointed Date of the said Scheme being 27th October, 2010. Once the Company fi les the said Court Order with the Ministry of Corporate Affairs, the said Scheme would become effective.

As per the Scheme, the 11,68,82,052 equity shares of Rs. 2/- each held by Topstar in the Company would get cancelled and fresh shares of equivalent number would be allotted to the shareholders of Topstar.

8. Directorate

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. D.M.Popat, Mr. Amitabha Ghosh and Ms. Bhavna Doshi, Directors of the Company retire by rotation at this Annual General Meeting and being eligible, offer themselves for re-appointment.

9. Auditors

The Auditors, M/s. Haribhakti & Co., retire at this Annual General Meeting and are eligible for re-appointment. The Board recommends their re-appointment as Auditors to audit the accounts of the Company for the financial year 2011- 2012.

The Company has received letter from the Auditors to the effect that their re-appointment, if made, will be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualifi ed for re- appointment within the meaning of Section 226 of the said Act.

10. Particulars of Employees

The Directors acknowledge with thanks the contribution made by employees towards the growth of the Company and appreciate their unstinted co-operation and support to the Management.

Any member interested in obtaining a copy of the statement of particulars of employees referred to in Section 217(2A) of the Companies Act, 1956, may write to the Company Secretary at the Registered office of the Company.

11. Subsidiary Companies

The Company has 4 Subsidiary Companies and 15 Step-down Subsidiary Companies, names of which have been entailed below:

1. Peninsula Holdings and Investments Private Limited.

2. Peninsula Mega Properties Private Limited.

3. Renato Finance and Investments Private Limited.

4. Peninsula Crossroads Private Limited (formerly known as L and T Crossroads Private Limited).

Peninsula Holdings and Investments Private Limited, in turn, holds the investments of the Company in the following Subsidiary Companies :- (i) City Parks Private Limited.

(ii) Goodtime Real Estate Development Private Limited. (iii) Inox Mercantile Company Private Limited. (iv) Peninsula Facility Management Services Limited. (v) Peninsula Investment Management Company Limited. (vi) Peninsula Integrated Land Developers Private Limited. (vii) Peninsula Mega-City Development Private Limited. ( v i i i ) Peninsula Mega Township Developers Private Limited. (ix) Peninsula Pharma Research Centre Private Limited. (x) Peninsula Real Estate Management Private Limited. (xii) Peninsula Trustee Limited. (xii) Planetview Mercantile Company Private Limited. (xiii) R R M e g a Pr oper ty Dev e l o p e rs Private Limited. (xiv) RR Real Estate Development Private Limited. (xv) Takenow Property Developers Private Limited.

Details of the operational Subsidiary/Step-down Subsidiary Companies are as under:

i) Peninsula Crossroads Private Limited (formerly known as L and T Crossroads Private Limited ("Peninsula Crossroads")

During the year under review, the Company acquired L and T Urban Infrastructure Limiteds stake in Peninsula Crossroads, by virtue of which, Peninsula Crossroads became a wholly owned subsidiary of the Company.

Mr. Vivek Gadgil and Mr. N Sivaraman (Nominee Directors of L and T Urban Infrastructure Limited), have resigned as Directors of Peninsula Crossroads with effect from 22nd March, 2011.

Peninsula Crossroads total revenue was Rs 539.15 lakhs as against the previous years revenue of Rs 283.98 lakhs. The profit after tax for the current year was Rs 365.29 lakhs as against Rs. 120.34 lakhs for the previous year.

ii) Peninsula Facility Management Services Limited ("PFMS")

PFMS is into the business of Facility Management Services. During the year ended 31st March 2011, PFMS earned total revenue of Rs 2067.79 lakhs and profit of Rs 15.73 lakhs as against the total revenue of Rs 1413.70 lakhs and loss of Rs 100.74 lakhs for the previous year.

iii) Peninsula Investment Management Company Limited ("PIMCL")

PIMCL functions as an Asset Management Company, rendering mainly investment advisory services to Peninsula Realty Fund. During the year ended 31st March, 2011, PIMCL earned total revenue of Rs 392.73 lakhs and profit of Rs 107.90 lakhs as against the total revenue and profit of Rs. 383.91 lakhs and Rs 82.03 lakhs respectively for the previous year.

The Company has identifi ed land in various parts of India like Goa, Hyderabad, Alibaug, etc., wherein projects are being undertaken by the balance Subsidiary/Step-down Subsidiary Companies. In fact, a residential project mainly "Ashok Astoria" carried on by one of the Step-down Subsidiary Companies is in the process of being executed at Nashik.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the Subsidiary/Step-down Subsidiary Companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the Subsidiary/Step-down Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the Subsidiary/Step-down Subsidiary Companies will also be kept open for inspection at the Registered office of the Company and that of the respective Subsidiary/Step-down Subsidiary Companies. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary/Step-down Subsidiary Companies.

The Annual Report will also be displayed on our website www.peninsula.co.in

12. Fixed Deposits

During the year ended 31st March, 2011, the Company had transferred 4 Fixed Deposits amounting to Rs. 0.56 lakhs to Investor Education and Protection Fund.

13. Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 ("the Act"), we hereby state that :

i) in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

ii) your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and its profit for the year ended on that date;

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

iv) your Directors have prepared the Annual Accounts for the year ended 31st March, 2011 on a going concern basis.

14. Employee Stock Option Scheme

During the year under review, the Company has granted 75,000 options. Disclosures as required by Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines – 1999 are attached herewith and marked as Annexure A.

15. Group for Inter se Transfer of Shares

As required under Clause 3(1)(e)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, persons constituting group (within the meaning as defi ned in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulations 10 to 12 of the aforesaid SEBI Regulations are attached herewith and marked as Annexure B and the said Annexure B forms part of this Annual Report.

16. Conservation of energy and technology absorption

In view of the nature of activities which are being carried on by the Company, particulars required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, read with Section 217(1) (e) of the Companies Act, 1956, are not applicable.

17. Foreign Exchange earning and outgo

There was no Foreign Exchange earning during the year under review. In respect of the Foreign Exchange outgo, disclosure of information as required under Rule 2(C) of Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is already given in Schedule 14 forming part of the Audited Annual Accounts.

18. Acknowledgement

The Directors express their deep gratitude and thank the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, contractors and consultants and also Banks, Financial Institutions, shareholders and employees of the Company for their continued support and encouragement.

By Order of the Board

Urvi A. Piramal

Chairperson Mumbai: 12th May, 2011

---

Mar 31, 2010

1. The Directors have pleasure in presenting their 138th Annual Report and the Audited Accounts for the year ended 31st March, 2010 together with the Auditor’s Report thereon.

2. Financial Results

Rs. in lakhs Particulars For the year For the year ended ended 31st March, 31st March, 2010 2009 Total Income 81,704.93 59,595.36 Profit Before Extraordinary & Exceptional Items 38,589.84 19,751.49 Extraordinary & Exceptional Items 5,023.23 1,600.77 Profit before tax 33,566.61 18,150.72 Less : Tax 5,129.11 3,198.89 Profit after Tax 28,437.50 14,951.83 Reversal of Excess Tax Provision for Earlier Years 648.75 - Profit Brought Forward from Previous Year 21,680.90 13,656.94 Net Profit available for appropriation 50,767.15 28,608.77 Appropriation : Transfer to General Reserve 5,000.00 1,496.00 Transfer to Debenture Redemption Reserve - 2,492.00 Proposed Dividend on Preference Shares 0.01 0.01 Proposed Dividend on Equity Shares 4,188.01 2,512.81 Distribution Tax Thereon 695.57 427.05 Profi t carried to the Balance Sheet 40,883.56 21,680.90

3. Dividend Preference Shares

The Board of Directors have recommended dividend of Re. 0.50 per Preference Share of Rs. 10/- each for the year ended 31st March, 2010.

Equity Shares

The Board of Directors have recommended dividend of Rs. 1.50 per Equity Share of Rs. 2/- each for the year ended 31st March, 2010.

The dividend will be free of tax in the hands of the shareholders. Total cash outfl ow on account of these dividend payments together with distribution tax will be Rs. 4,883.58 lakhs.

4. Operations of the Company

During the year ended 31st March, 2010, the Company has earned revenue of Rs. 81,704.93 lakhs as compared to Rs. 59,595.36 lakhs for the previous year ended 31st March, 2009. Profi t after Tax was Rs. 28,437.50 lakhs as against Rs. 14,951.83 lakhs in the previous year.

5. Management Discussion and Analysis Report

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report is appended to this report.

6. Corporate Governance

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with a Certifi cate on Corporate Governance from M/s. Nilesh G. Shah, Practising Company Secretary confi rming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49.

As a part of good Corporate Governance, the Board of Directors of the Company has appointed M/s. Mahesh S. Darji, Practising Company Secretary to conduct Secretarial Audit of the Company. The Secretarial Compliance Certifi cate in respect of compliance of all rules, regulations under the various applicable provisions of the Companies Act, 1956, SEBI Regulations and the applicable regulations under the Listing Agreement entered with the Stock Exchanges is provided in the Annual Report.

7. Directorate

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. C. M. Hattangdi, Mr. Sudhindar Khanna and Lt. Gen. Deepak Summanwar, Directors of the Company retire by rotation at this Annual General Meeting and being eligible, offer themselves for re-appointment.

Ms. Urvi A. Piramal, Mr. Rajeev A. Piramal, Mr. Mahesh S. Gupta and Mr. Rajesh Jaggi are being re-appointed as the Executive Chairperson, Executive Vice Chairman, Group Managing Director and Managing Director respectively for a period of 5 (fi ve) years.

8. Auditors

The Auditors, M/s. Haribhakti & Co., retire at this Annual General Meeting and are eligible for re-appointment. The Board recommends their re-appointment as Auditors to audit the accounts of the Company for the fi nancial year 2010- 2011.

The Company has received a letter from the Auditors to the effect that their re-appointment, if made, will be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualifi ed for re-appointment within the meaning of Section 226 of the said Act.

9. Particulars of Employees

The Directors acknowledge with thanks the contribution made by the employees towards the growth of the Company and appreciate their unstinted co-operation and support to the Management.

Any member interested in obtaining a copy of the statement of particulars of employees referred to in Section 217(2A) of the Companies Act, 1956, may write to the Company Secretary at the Registered Offi ce of the Company.

10. Subsidiary Companies / Consolidated Accounts

With a view to restructure and consolidate the holdings of the Company and for administrative convenience of holding investments in a single Company, it was decided that an Intermediate Wholly Owned Subsidiary Company i.e. Peninsula Holdings and Investments Private Limited (formerly known as Boom Realty Private Limited) would hold the investments of the Company in the following Subsidiary Companies :-

(i) City Parks Private Limited

(ii) Inox Mercantile Company Private Limited

(iii) Peninsula Facility Management Services Limited

(iv) Peninsula Investment Management Company Limited

(v) Peninsula Mega Township Developers Private Limited

(vi) Peninsula Pharma Research Centre Private Limited

(vii) Peninsula Trustee Limited

(viii) Planetview Mercantile Company Private Limited

(ix) Rishiraj Enterprises Limited

(x) RR Mega Property Developers Private Limited

(xi) RR Real Estate Development Private Limited

(xii) Takenow Property Developers Private Limited

By virtue of the said transfer, Peninsula Holdings and Investments Private Limited has become the Holding Company of the above 12 Subsidiary Companies and the said Subsidiary Companies have become the step down Subsidiary Companies of the Company.

The following Companies however remain the Subsidiary Company of Peninsula Land Limited :

1. Champs Elysee Enterprises Private Limited

2. Peninsula Mega Properties Private Limited

3. Renato Finance & Investments Private Limited

The Central Government has granted exemption under Section 212(8) of the Companies Act, 1956, from attaching to the Balance Sheet of the Company, the Accounts and the other documents of its Subsidiary Companies. However, the Consolidated Financial Statements of the Company, which include the results of the said Subsidiary Companies, are included in this Annual Report. In accordance with the Guidelines of Accounting Standard - 21 issued by The Institute of Chartered Accountants of India, the fi nancial statements of Rishiraj Enterprises Limited have not been included in the said Consolidated Financial Statements of the Company, since it ceased to be a subsidiary of the Company with effect from 19th April, 2010. Further, a statement containing the particulars prescribed under the terms of the said exemption for each of the Company’s Subsidiaries are also enclosed. Copies of the Audited Annual Accounts and related detailed information of all the Subsidiary Companies can also be sought by any investor of the Company or its Subsidiaries on making a written request to the Company Secretary at the Registered Offi ce of the Company in this regard. The Annual Accounts of the Subsidiary Companies are also available for inspection at the Company’s and / or the concerned Subsidiaries’ Registered Offi ce.

Details of the various Subsidiary Companies are as under:

Peninsula Holdings and Investments Private Limited (“PHIPL”)(formerly known as Boom Realty Private Limited)

During the year under review, the name was changed from Boom Realty Private Limited to Peninsula Holdings and Investments Private Limited. During the year ended 31st March, 2010, PHIPL had incurred a loss of Rs. 5.21 lakhs as against the loss of Rs. 0.03 lakhs for the previous year.

PHIPL is now the Holding Company of 12 Subsidiary Companies (as mentioned above) which were earlier the Subsidiary Companies of Peninsula Land Limited.

City Parks Private Limited (“City Parks”)

City Parks is in the business of development of Real Estate in Pune. During the year ended 31st March, 2010, City Parks had not generated any revenue and incurred loss of Rs. 0.90 lakhs. The corresponding fi gures of revenue and loss for the previous year were Rs. 0.05 lakhs and Rs. 10.48 lakhs.

Inox Mercantile Company Private Limited (“Inox”)

Inox is in the business of Real Estate Development project in Goa. During the year ended 31st March, 2010, Inox had not generated any income and the project expenses were transferred to work in progress.

Peninsula Facility Management Services Limited (“PFMS”)

PFMS is mainly rendering maintenance and housekeeping services to various properties. During the year ended 31st

March, 2010, PFMS earned total revenue of Rs. 1,414.00 lakhs and incurred loss of Rs. 100.74 lakhs as against the total revenue of Rs. 1,514.95 lakhs and loss of Rs. 266.66 lakhs in the previous year.

PFMS was converted in to a Public Limited Company during the year under review.

Peninsula Investment Management Company Limited (“PIMCL”)

PIMCL is rendering mainly investment advisory services. During the year ended 31st March, 2010, PIMCL earned total revenue of Rs. 383.91 lakhs and profi t of Rs. 82.03 lakhs. The corresponding fi gures of total revenue and profi t for the previous year were Rs. 421.89 lakhs and Rs. 37.60 lakhs.

Peninsula Mega Township Developers Private Limited (“PMTDPL”)

PMTDPL is undertaking Real Estate Development project in Nasik. During the year ended 31st March, 2010, PMTDPL had incurred loss of Rs. 0.83 lakhs as against Rs. 0.73 lakhs during the previous period.

Peninsula Pharma Research Centre Private Limited (“PPRCPL”)

PPRCPL is in the business of Real Estate Development at Goa. During the year ended 31st March, 2010, PPRCPL had not generated any revenue as against total revenue of Rs. 1.25 lakhs during the previous year ended 31st March, 2009. The project expenses of PPRCPL were transferred to work in progress.

Peninsula Trustee Limited (“PTL”)

PTL is in the business of managing various Real Estate Funds. During the year ended 31st March, 2010, PTL had earned total revenue of Rs. 4.44 lakhs and profi t of Rs. 1.28 lakhs. The corresponding fi gures of total revenue and profi t for the previous year were Rs. 4.53 lakhs and Rs. 3.51 lakhs.

Planetview Mercantile Company Private Limited (“Planetview”)

Planetview is in the business of Real Estate development project in Goa. During the year ended 31st March, 2010, Planetview had not generated any income and the project expenses were transferred to work in progress.

RR Mega Property Developers Private Limited (“RR Mega Property”)

RR Mega Property is undertaking the Real Estate Development project in Hyderabad. During the year under review, RR Mega Property had not generated any income and the project expenses were transferred to work in progress.

RR Real Estate Development Private Limited (“RR Real Estate”)

During the year ended 31st March, 2010, RR Real Estate earned total revenue of Rs. 143.52 lakhs and incurred loss of Rs. 96.63 lakhs. The corresponding fi gures of total revenue and profi t for the previous year were Rs. 197.40 lakhs and Rs. 4.29 lakhs.

Takenow Property Developers Private Limited (“Takenow”)

During the year ended 31st March, 2010, Takenow had incurred a loss of Rs. 11.20 lakhs as against the loss of Rs. 0.05 lakhs for the previous year.

Renato Finance & Investments Private Limited (“Renato”)

Renato is a registered Non Banking Financial Company with Reserve Bank of India. During the year ended 31st March, 2010, Renato’s total revenue from the fi nancial and investment activities was Rs. 94.33 lakhs as against the previous year’s revenue of Rs. 74.70 lakhs. The profi t after tax for the current year was Rs. 2.58 lakhs as against Rs. 3.25 lakhs for the previous year ended 31st March, 2009.

Peninsula Mega Properties Private Limited (“PMPPL”)

During the year ended 31st March, 2010, PMPPL had incurred a loss of Rs. 0.67 lakhs. The loss for the previous year was Rs. 0.18 lakhs.

Champs Elysee Enterprises Private Limited (“Champs Elysee”)

During the year ended 31st March, 2010, Champs Elysee had incurred a loss of Rs. 0.59 lakhs as against Rs. 0.37 lakhs during the previous year.

11. Fixed Deposits

During the year ended 31st March, 2010, the Company had transferred 3 Fixed Deposits amounting to Rs. 0.30 lakhs to Investor Education and Protection Fund. As on 31st March, 2010, 5 Fixed Deposits amounting to Rs. 0.56 lakhs however remains unclaimed due to lack of instructions from deposit holders.

12. Directors’ Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 (“the Act”), we hereby state that :

i) in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

ii) your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and its profi t for the year ended on that date;

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

iv) your Directors have prepared the Annual Accounts for the year ended 31st March, 2010 on a going concern basis.

13. Employee Stock Option Scheme

During the year under review, the Company has not granted any stock options. Disclosures as required by Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are attached herewith and marked as Annexure A.

14. Group for Inter se Transfer of Shares

As required under Clause 3(1)(e)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, persons constituting group (within the meaning as defi ned in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulations 10 to 12 of the aforesaid SEBI Regulations are attached herewith and marked as Annexure B and the said Annexure B forms a part of this Annual Report.

15. Conservation of energy and technology absorption

In view of the nature of activities which are being carried on by the Company, particulars required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956, are not applicable.

16. Foreign Exchange earning and outgo

There was no Foreign Exchange earning during the year under review. In respect of the Foreign Exchange outgo, disclosure of information as required under Rule 2(C) of Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is already given in Schedule 14 forming part of the Audited Annual Accounts.

17. Acknowledgement

The Directors express their deep gratitude and thank the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, contractors and consultants and also Banks, Financial Institutions and shareholders for their continued support and encouragement.

By Order of the Board Urvi A. Piramal Mumbai: 14th June, 2010 Chairperson