dlf ltd share price Management discussions


I. ECONOMIC OVERVIEW

a) Global Economy

The global economy remained uncertain with continued disruption in the supply chain, increased commodity prices due to the geo-political uncertainties and ebbing of the Pandemic. Supply disruptions, commodity price rises and pent-up demand have led to a high inflationary environment forcing Central Banks across the globe to adopt aggressive tightening monetary policy, resulting in a steep rise in the interest rates. Focused actions on returning inflation to targeted levels have started to exhibit some green shoots, however, Central Banks and the Policymakers continue to keep a close watch on these aspects.

As per the estimates of International Monetary Fund (IMF), the global growth should bottom out at 2.8 percent this year and expected to rise to 3 percent in 2024. Further, slowdown is concentrated in advanced economies especially United Kingdom and the Euro area, whereas Emerging and Developing countries are already showing signs of recovery and are expected to grow faster.

The IMF also forecasted that the Global headline inflation is expected to fall from 8.7 percent in 2022 to 7 percent in 2023 supported by lower commodity prices. However, it continues to keep a close watch on downside scenarios primarily due to the financial sector turmoil and the continuing geo-political tensions.

b) Indian Economy

The Indian economy continued to exhibit a resilient performance despite global uncertainties. The Reserve Bank of India (RBI) expects the Indian economy to be amongst the fastest growing economies in FY 2023-24 led by improving macroeconomic fundamentals and sustained momentum in domestic economy.

The improving economic indicators along with a major capex push by the Indian Government have led to the RBI marginally improving its real GDP forecast to 6.5% for the Fiscal 2023-24. The RBI in its latest Monetary Policy Committee meeting also decided to pause the rate hikes after a cumulative increase of 250 basis points since May 2022.

As per IMF reports, the GDP forecast for India has been revised to 6.3% for FY 2023-24 from 6.6% earlier. The primary reason was attributed to slower consumption growth and challenging external conditions.

II. INDUSTRY OVERVIEW

The residential segment exhibited a strong performance and sustained momentum during the last fiscal despite several headwinds. The residential segment demonstrated record sales in the Calendar Year (CY) 2022 breaching the previous peak of 2014.

The offices segment exhibited resiliency and has started to witness gradual recovery resulting in improvement in occupancy levels across quality assets. This recovery was primarily led by the return to normalcy and back-to-office policies for the majority, however, certain occupiers continue to operate on a flexible and hybrid approach.

The retail segment delivered robust growth as a result of increase in consumption and footfalls.

a) Residential Segment

Robust housing demand primarily driven by the end users led to record sales during the CY 2022. According to Anarock, total sales in the top 7 cities touched nearly 3.65 lakh units during the CY 2022 with the previous peak estimated at 3.43 lakh units in 2014. Despite the steep rise in the mortgage rates, demand trends exhibited sustained momentum as they were well supported by multiple factors including:

• Improving affordability.

• Desire to own homes.

• Aspirational lifestyle and need to upgrade to larger homes with better amenities.

• Rising urbanisation.

• Limited supply of quality products.

• Increasing consolidation in favour of larger & credible developers.

The inventory levels continued to inch downwards and were recorded at around 6.38 lakh units, the lowest level since 2014. The Gurugram market witnessed a strong demand traction leading to one of the lowest inventory levels. The inventory months (excluding projects on hold) for this market stood at just 10 months (CY22) as compared to a high of almost 60 months (CY17).

One of the notable trends in the housing industry has been that the steady increase in share of larger and credible players indicating consolidation in favor of such players. It is expected that this trend should continue in the near future implying that future supply will be calibrated and should not lead to a significant increase in the inventory levels.

Source: CRISIL Ratings

(Sample of 13 large rated/ listed developer groups)

Another notable trend across the industry has been the growing preference of consumers towards the premium and luxury segments. Growth in demand for premium/ luxury segment is estimated to have doubled during last 5 years.

Future outlook: A few trends that may impact the demand and supply situation may be outlined as:

• Consolidation amongst large and credible developers along with demand polarization in favor of such players. As per various reports, the number of developers across PAN India have reduced by more than 50% in the last few years.

• Increased preference for larger homes with best-in-class amenities.

• Affordability levels.

b) Office Segment

The office segment demonstrated a resilient performance on the backdrop of lingering uncertainties driven by adverse global macro headwinds. The recovery in this segment remains on track though was marginally slower than expected on account of delays in corporate occupiers decision making amidst these uncertainties.

According to research reports, office leasing activity exhibited nearly equal demand levels as compared to the pre-pandemic period. As per Savills research, the gross absorption for CY 2022 was recorded at ~5.09 million square meters (msm) [~54.8 million square feet (msf)] reflecting a Y-o-Y growth of 48.5% while the new supply added during the same period was ~4.96 msm (~53.4 msf), a Y-o-Y change of 45%. One notable trend observed in this segment was the lower than anticipated growth in the second half owing to global economic uncertainties.

The demand momentum remained broad based across sectors indicating lower dependence on IT/ ITes sector alone. Flexible workplaces demand ended up being a key contributor to the office demand during the period. The Top Demand drivers for office spaces were IT (38.9%), Flexible workspaces (14.1%), BFSI (12.2%), Engineering & Manufacturing (8.2%) amongst the overall demand.

In the long-term, office segment is expected to continue its growth trajectory owing to multiple factors including but not limited to the following:

• Attractiveness of the Indian market due to:

9 High availability of young talent pool with relevant technical skills.

9 Competitive costs for the talent pool.

9 Competitive occupancy costs for Grade A workspaces.

• India is expected to become a hub for engineering R&D centers.

• Upgradation of the digital ecosystem in the country.

• Strong growth prospects of Global Capability centers.

• Evolving occupier preferences leading to:

9 Flight to quality.

9 Enhanced focus on Safety and Sustainability. 9 Wellness and employee experience.

c) Retail Segment

The retail segment outperformed with sustained growth momentum continuing across the country. As per CBRE research, the retail segment recorded a 21% Y-o-Y growth in leasing activity with ~0.44 msm (~4.7 msf) of absorption in the calendar year.

The entertainment category including multiplexes helped this growth post lifting of all the Covid related restrictions. Key theme for both, the mall operators and retailers, was to upgrade their offerings as per the evolving consumer demand and preferences.

Industry research expects a robust demand and supply for organized malls in the coming years with an expected supply of ~0.93 msm (~10 msf) in the next year.

The key trends in this segment are expected to be:

• Providing an inclusive experience to the consumers by integrating physical and digital ecosystems.

• Increased demand from global brands.

• Demand shift towards superior retail properties backed by strong brands.

• Technological upgradations and innovations in malls.

III. OUTLOOK AND STRATEGY

The business exhibited strong delivery across all parameters. The housing demand exhibited strong momentum, leading to record sales across the development business along with healthy surplus cash generation.

The Company remains committed to continue towards its growth trajectory by bringing new products in a calibrated approach to leverage this upcycle.

The rental business is exhibiting a steady recovery albeit at a slower pace than expected due to the adverse macro environment. The retail business continued to deliver healthy growth supported by healthy footfalls and increased consumption.

The Company continues to operate around its defined strategy to deliver consistent and profitable growth.

Development business:

The Company witnessed an encouraging response from the consumers for its new offerings. The Arbour - a luxury offering in Gurugram, witnessed record breaking pre-formal launch sales of more than 8,000 crore. Buoyed by this response, the Company is working in a well calibrated manner to ramp up its new offerings across key markets. It has identified a strong launch pipeline of ~1.02 msm (11 msf), with a sales potential in excess of 19,700 crore, for the Fiscal 2024.

The focus remains on scaling-up our offerings and developing margin accretive products leading to higher gross margins for the business. The pipeline is well diversified across locations including core markets of Gurugram, Delhi NCR and other key markets of Chennai, Chandigarh Tri-city and Goa. In addition to these, the Company continues to work on developing other profitable opportunities.

Rental business:

The rental business continues on its path to recovery. Occupancy levels across the office portfolio inched upwards to ~90% at the end of the fiscal. The key focus remains on delivering double digit steady growth across the business through developing new assets and tapping embedded growth potential of the existing operational area.

The retail segment continued its strong growth trajectory with all of the malls now reporting healthy footfalls and higher trading density compared to pre-pandemic levels. The Company expects sustained momentum in this segment. Quality malls along with enhanced focus on experiential shopping should witness sustained growth in consumption and footfalls. Given this outlook, the Company has outlined its strategy to increase its retail presence across key markets of Delhi, Gurugram and Goa and is working to double its retail presence over the next few years. The Company is in advance stages of designing one of its largest retail mall in Gurugram.

Healthy cash flows along with steady business growth ensures enough capital to fund this expansion through internal accruals and implies low reliance on external funding.

Cash management:

The healthy margin profile along with a robust sales momentum of the new product offerings ensures steady growth in the surplus cash generation for the business. The Company has consistently generated surplus operating cash flows over the last 2 fiscals across both, residential and rental business and expects healthy growth in cash flows going forward.

The Company believes that healthy levels of receivables and sustained demand momentum for its products will lead to steady growth in surplus cash generation for the business. The Companys capital allocation is centered around the following key principles:

• Funding its growth through organic development along with selective opportunities in new & existing markets.

• Enhancing shareholders returns.

• Strengthening its balance sheet by further deleveraging.

Profitability & Shareholders returns:

The Company, on the backdrop of improvement in the business dynamics along with steady ramp up, is targeting a steady double-digit growth in its profitability in the medium term. Along with this

growth in profitability, the key focus area is improving shareholders returns over time. In line with this goal, the Board has recommended a dividend of 4 per equity share, subject to shareholders approval. This is a growth of approximately 33% over last year.

IV. BUSINESS/ FINANCIAL PERFORMANCE

a) Material Developments

• Best ever performance across all the parameters including highest ever new sales bookings, across the industry, in a fiscal amounting to 15,058 crore and lowest debt levels.

• The Company launched its luxury

development, The Arbour in Sector-63, Gurugram, during the fiscal year and realized in excess of 8,000 crore of sales bookings from this project during pre-launch stage. In addition, the Company launched and completely sold its luxury low rise development, The Grove in DLF5, Gurugram and realized in excess of 1,800 crore of sales bookings from this project.

• DLF Limited has been a constituent in the Dow Jones Sustainability Index in the Emerging Markets category for its sustainability initiatives and ESG practices for the past 3 years. It is the only real estate

Company from India to be included in this Index.

• Long-term rating of DLF Limited was upgraded to AA/ Stable by CRISIL and ICRA. Long-term rating of DLF Cyber City Developers Limited (DCCDL) was reaffirmed to AA with outlook being revised to Positive from Stable by ICRA.

b) Revenue and Profitability (Consolidated)

Consolidated revenue (including other income) stood at 6,012 crore during the fiscal. EBITDA stood at 2,043 crore, reflecting Y-o-Y drop of 6% with margins at 34%. Total comprehensive income (attributable to the owners of the Company) stood at 2,051 crore as compared to 1,513 crore in the corresponding period, reflecting a growth of 36%.

DCCDL reported a consolidated total income of 5,410 crore, reflecting a 19% growth over the previous period primarily led by the rental growth in the office and retail portfolio. DCCDLs consolidated EBITDA stood at 4,138 crore in FY 2022-23 in comparison to 3,488 crore in FY 2021-22. Total comprehensive income stood at 1,429 crore, reflecting a 43% growth over last year.

c) Balance Sheet

The Companys consolidated Net Worth (including capital reserves) was recorded at 37,692 crore.

The increase was primarily on account of retained profits.

The Company continues with its strategy of de-risking its residential business well supported by healthy surplus cash generation from its operations resulting in significant reduction in the net debt.

The key ratios arising out of the performance in the last fiscal are summarized below:

Ratio

2022-23 2021-22 Explanation

Net Debt/ Equity

0.07 0.09 Decrease on account of reduction in Net Debt and increase in Equity.

EBITDA

Margins

34% 35% Decrease on account of higher expenses due to business scale up.

Net Profit Margin

34% 26% Higher profit growth from JVs and reduced finance costs.

Return on Equity

5.4 % 4.1% Improvement in profitability.

V. REVIEW OF OPERATIONS

a) Development Business

The Companys Development business exhibited strong performance across all the parameters. On the backdrop of an upcycle in the housing demand coupled with quality offerings, the Company has delivered a record new sales bookings of 15,058 crore for the fiscal. The performance is the highest ever new sales recorded by any real estate developer in the country. The sales performance for the last three years is presented below:

The Company significantly grew its new sales bookings and delivered Y-o-Y growth of 107%. It launched ~0.93 msm (~10 msf) of New Products in the last fiscal, ahead of the guidance. A few noteworthy

launches in the fiscal were, The Arbour, Sector 63, Gurugram, The Grove in DLF5, Gurugram and the Valley Gardens in Panchkula.

b) Rental Business

The Companys rental business exhibited consistent performance during the last fiscal. The operational portfolio across the rental business for the group stood at ~3.9 msm (42 msf).

A significant portion of the rental business is carried out through DCCDL along with its subsidiaries (DCCDL Group). As on 31 March 2023, DCCDL Group had an operational office portfolio of ~3.34 msm (36 msf) and retail portfolio of ~0.37 msm (4 msf). The under-development assets in DCCDL were ~0.46 msm (5 msf).

The rental business delivered Y-o-Y growth of 20% during the last fiscal primarily driven by growth in retail revenues and rental commencement of new assets. Growth in the retail business was recorded at 57% Y-o-Y.

c) Other Businesses

The Company also operates a hospitality division consisting of recreational clubs in and around its residential developments and two hotel properties. The Lodhi, which is an iconic hotel property located in New Delhi, is managed by the Company, whereas The Hilton Garden Inn, Saket, New Delhi is managed by Hilton. Revenue from hotel, food court and recreational

facility business increased to 505 crore, reflecting a 39% Y-o-Y growth.

VI. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Companys internal control system is commensurate with the nature, size and complexities of operations. The internal control system ensures compliance with all applicable laws, regulations and facilitates optimum utilisation of available resources and protects the interests of all stakeholders. The Company has clearly defined Policies, Standard Operating Procedures (SOPs), Financial and Operational Delegation of Authority (DoA) and Organisational Structure for its business functions to ensure smooth conduct of its business. The Enterprise Resource Planning (ERP) system supports standardisation of processes, segregation of duties and automation.

The Company has a robust and well embedded system of internal financial controls. This ensures that all assets are safeguarded and protected against loss from unauthorised use or disposition and all transactions are authorised, recorded and reported correctly. An extensive risk based programme of internal audit and management reviews provides assurance on the effectiveness of internal financial controls, which are continuously monitored through management reviews, self-assessment, functional experts as well as by the Statutory/ Internal Auditors during the course of their audits.

VII. HUMAN RESOURCES

The Company believes that it is imperative to build a highly efficient talent pool to deliver its business goals. Commensurate with its growth plan, it has put enhanced focus on ramping up the organizational capabilities to align with its growth plans.

Key agenda continues to be strengthening the project management and sales organization to ensure agility during this growth phase. Key action points taken were as follows:

• 56 professionals were added to the Sales/ Marketing function.

• 430 technical hires across construction, design and engineering etc.

As on 31 March 2023, the Group has 2,417 employees, including workforce engaged in the hospitality division.

The Companys holistic wellness programme sensitized employees around work-life balance and importance of a healthy lifestyle, emotional, physical well-being and prevention of diseases. Annual medical check-ups, structured monthly health programmes, health bulletins, health talks and awareness campaigns were periodically conducted. The Company instituted attractive comprehensive group Mediclaim and Accident Insurance policies including emergency response facilitation, alliances with hospitals and diagnostic centers as well as consultation facilities with an in-house doctor and counsellor.

VIII. SUSTAINABILITY

The Company strives to embed the best sustainability and responsible practices in its business. The Company has strengthened its ESG policies to align with emerging stakeholder concerns, ESG trends, and international standards, including policies on environment management, human rights, sustainability in supply chain and customer engagement.

The Company believes that promotion of energy efficient buildings is a priority to stay ahead of climate-related policy changes, tap into the lucrative green infrastructure market and maintain a competitive edge. Further to its initiatives, the rental business continued to make more strides on this front and was successful in achieving a LEED Zero water status for a significant portion of its operational portfolio. The entire office portfolio continues to be LEED Platinum certified, the highest sustainability rating. As a further testament to its commitment, DLF Cybercity, Gurugram became the first business district to achieve a significant milestone of being certified as a LEED Platinum certified City and community by U.S. Green Building Council (USGBC). DLF Cybercity, Hyderabad achieved another milestone of being certified as LEED Zero Waste by USGBC.

DLF Limited, for the third consecutive year, has been recognized as an Index component of the Dow Jones Sustainability Indices in Emerging Markets Category. It continues to be the only real estate Company from the country to be included in the index.

IX. OUTLOOK ON RISKS AND CONCERNS

The Company is exposed to a number of risks such as economic, regulatory, taxation and environmental risks as well as sectoral investment outlook. Some risks that may arise in the normal course of business and could impact their ability to address future developments, comprise credit risk, liquidity risk, counterparty risk, regulatory risk, commodity inflation risk and market risk. New risks such as those emanating from the COVID-19 pandemic have also emerged which could affect the business of the Company. The Companys strategy of focusing on key products and geographical segments is exposed to economic and market conditions.

The Company continues to implement robust risk management policies that set-out the tolerance for risk management and the requisite mitigation plans.

Cautionary Statement

The above Management Discussion and Analysis contains certain forward-looking statements within the meaning of applicable security laws and regulations. These pertain to the Companys future business prospects and business profitability, which are subject to several risks and uncertainties and the actual results could materially differ from those in such forward-looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties, regarding fluctuations in earnings, our ability to manage growth, competition, economic growth in India, ability to attract and retain highly skilled professionals, time and cost over-runs on contracts, Government policies and actions with respect to investments, fiscal deficits, regulations etc. In accordance with the Regulations on Corporate Governance as approved by the Securities and Exchange Board of India, shareholders and readers are cautioned that in the case of data and information external to the Company, no representation is made on its accuracy or comprehensiveness, though the same are based on sources thought to be reliable. The Company does not undertake to make any announcement in case any of these forward-looking statements become materially incorrect in future or update on any forward-looking statements made from time to time on behalf of the Company.

? DLF Tech Park, Noida

? DLF Cyberpark, Gurugram

= Content

Corporate Governance Report

The Corporate Governance Report has been prepared in compliance to the requirements of Regulations 17 to 27 read with Schedule V and Clauses (b) to (i) and (t) of Regulation 46(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (SEBI Listing Regulations).

DLFs Philosophy on Corporate Governance

The Board and Management of DLF believe that operating at the highest levels of transparency and with emphasis on integrity, is integral to ethos of the Company. The Companys visionary founder Late Choudhary Raghvendra Singh established a culture which ensures that all its activities are for the mutual benefit of the Company and its stakeholders comprising customers, regulators, employees, shareholders as also the community at large.

Dr. K.P Singh, Chairman Emeritus, ensured continuance of this legacy of Late Chaudhary Raghvendra Singh and set in place highest standards of accountability, transparency, social responsiveness, operational efficiency and ethics with the objective of consistent, competitive, sustainable growth and creation of value for stakeholders in the long-term.

The Board and Management of DLF are committed to meet the aspirations of its stakeholders. DLF practices sound corporate governance and upholds the highest business standards in conducting business. Being a value-driven organisation, the Company has always worked towards building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate governance viz., integrity, equity, transparency, fairness, disclosure, accountability and commitment to values.

The Company is committed to sound corporate governance practices as well as compliance with all applicable laws and regulations. The Board believes that combining the highest level of ethical principles with the unmatched brand, experience and expertise, will ensure DLFs continuance as the leading Company in the Real Estate Sector.

Over the years, DLF implemented governance practices that extend beyond the letter of the law. In doing so, the Company not only adopted practices mandated in the SEBI Listing Regulations but also incorporated the relevant non-mandatory compliances, strengthening its position as a responsible corporate entity.

Governance Structure

The Company implemented a governance structure with defined roles and responsibilities of every systemic constituent. The Companys shareholders appoint the Board of Directors, who, in turn govern

the Company. The Board has constituted various Committees to discharge responsibilities effectively. The Company Secretary acts as the Secretary to all the Committees. The Chairman provides strategic direction and guidance to the Board. The Chief Executive Officer(s) and a group of senior executives are individually empowered for day-to-day operations with roles and responsibilities assigned by the Board.

The Board

The Board of the Company represents an optimum mix of professionalism, knowledge and experience, which enables it to discharge its responsibilities and provide effective leadership to fulfil its long-term vision and ensure the highest governance standards. As on 31 March 2023, the Board comprised of 14 Directors. However, due to sad and sudden demise of Mr. Rajiv Krishan Luthra, Non-executive Independent Director, the Board as on the date of this report comprised of 13 Directors - three Executive Directors (23.08%), ten Non-executive Directors (76.92%) including six Independent Directors (46.15%) including a woman Independent Director. The Company will conform to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations within the stipulated timelines.

During the Financial Year (FY) 2022-23, Shareholders had approved the re-appointment of Mr. Ashok Kumar Tyagi and Mr. Devinder Singh as Chief Executive Officer (CEO) and Whole-time Directors, liable to retire by rotation, for a period of 5 (five) consecutive years with effect from 1 December 2022.

Further, Shareholders also approved, re-appointment of Mr. Vivek Mehra as Independent Director, not liable to retire by rotation, for a second term of 5 (five) consecutive years w.e.f. 13 February 2023; continuation of Lt. Gen. Aditya Singh (Retd.) as Non-executive Independent Director, not liable

to retire by rotation who had attained the age of 75 (Seventy Five) years on 20 September 2022 and continuation of Mr. Gurvirendra Singh Talwar, Non-executive Non Independent Director, liable to retire by rotation who had also attained the age of 75 (Seventy Five) years on 22 March 2023.

The Board critically evaluates the Companys strategic directions, management policies and their effectiveness. The Board regularly reviews, inter-alia, the industry environment, annual business plans, performance compared with projections, business opportunities including investments/ divestment, related party transactions, compliance processes including material legal issues, strategy, risk management and approval of the financial statements/ results. Senior executives are invited to provide additional inputs at Board meetings as and when required. Transparent, frequent and detailed interaction provides a strategic roadmap for the Companys growth.

Apart from shaping the long-term vision, the Board exercises independent judgement in overseeing management performance on behalf of the shareholders and other stakeholders and hence, plays a vital role in the oversight and management of the Company.

Based on the recommendations of the Nomination and Remuneration Committee (NRC) and approval of the

Board of Directors, Executive Director(s) are appointed by the shareholders for a maximum term of five years at a time or such shorter duration and are eligible for re-appointment upon completion of their term.

Appointments and the tenure of Independent Directors adhere to the stipulations of the Companies Act, 2013 read with Regulations 17(1 A) and 25 of the SEBI Listing Regulations. The NRC and Board of Directors recommend the re-appointment/ continuation of Independent Directors for consideration of the shareholders.

Directors Qualifications, Skills, Expertise, Competencies and Attributes

DLF believes that it is the collective effectiveness of the Board that influences the Companys performance and therefore members of the Board should have a balance of skills, experience and diversity of perspective. Given the Companys size, scale and nature of business, the Board has identified skills/ expertise/ competencies in the area of leadership, business management, strategic insight/ planning, risk management, project management, architecture, engineering, sales, marketing, customer services, banking, finance and taxation, legal, merger and acquisition, HR management, corporate governance, technical operations etc. as those necessary for its members. Details of the key skills/ expertise/ competencies as relevant are listed in the brief profile of the Directors.

The eligibility of a person to be appointed as a Director of the Company is dependent on whether he/ she possesses the requisite skill sets identified by the Board, as also that the person is a proven leader in his/ her domain. The Directors are drawn from diverse backgrounds and possess special skill sets with regard to business processes, industries, project management, finance, legal and other fields.

All Independent Directors are the persons of eminence and bring a wide range of expertise and experience to the Board thereby ensuring the best interests of stakeholders and the Company.

Confirmation from Independent Directors vis-a-vis Management

The Independent Directors in their disclosures have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the disclosures received from Independent Directors, the Board of Directors has confirmed that they fulfilled conditions specified in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations as also that they were independent of the management.

Confirmation by Directors regarding Directorships/ Committee Positions

Based on the disclosures received, none of the Directors on the Board holds directorships in more

than ten public companies. None of the Independent Directors serves as an Independent Director in more than seven listed entities as on 31 March 2023. Further, no Whole-time Director serves as an Independent Director in any other listed company.

Further, no Director of the Company is a member in more than ten committees or act as Chairperson of more than five committees across all listed entities in which he/ she is a Director. Necessary disclosures regarding Committee positions in other public companies as on 31 March 2023 have been submitted by the Directors and have also been reported elsewhere in the report.

Certification from Company Secretary in Practice

None of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the companies by the Securities and Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA) or any such other statutory authority. A certificate to this effect has been received from AS & Associates, Company Secretaries in practice. A copy of the certificate is enclosed.

Lead Independent Director

The Companys Board of Directors has designated Mr. Ved Kumar Jain as the Lead Independent Director with the following responsibilities:

(a) To call and preside over all meetings of Independent Directors;

(b) To ensure that qualitative, quantitative and timely flow of information between the Companys management and the Board exists which is necessary for the Board to effectively and reasonably perform their duties;

(c) To review the performance of Non-independent Directors and the Board as a whole;

(d) To review the performance of the Chairman of the Company, considering the views of Executive Directors and Non-executive Directors;

(e) To liaise between the Chairman, the management and the Independent Directors;

(f) To advise on the necessity of retention or otherwise of consultants to report directly to the Board or the Independent Directors; and

(g) To perform such other duties as may be delegated to the Lead Independent Director by the Board/ Independent Directors.

Corporate Governance Practices

DLF adheres to the highest standards of Corporate Governance. It maintains that corporate governance is a journey of constant improvement in sustainable value-creation. Some of the best implemented governance norms within the Company comprised the following:

• The Company has independent Board Committees for matters related to corporate

governance, stakeholders interface, corporate social responsibility, risk management and nomination of Board members.

• A Lead Independent Director with a defined role.

• All securities related filings with Stock Exchanges and effectiveness of the investor grievance mechanism are reviewed by the Stakeholders Relationship Committee.

• Independent auditors conduct the Companys internal audit.

• The Company and its material subsidiaries underwent secretarial audit conducted by Company Secretary(ies) in practice. The secretarial audit reports were placed before the Audit Committee and the Board.

• The Company appointed Independent Director(s) in its unlisted material subsidiary companies, wherever applicable.

Review of Corporate Governance Framework

The Board regularly reviews the governance structure and the best practices including regulatory requirements. The significant developments, which were initiated in the governance framework, are set-out as under:

(a) Audit Committee

The Audit Committee is governed by the charter which is in line with the regulatory requirements mandated

by the Companies Act, 2013 read with the SEBI Listing Regulations.

(b) Corporate Social Responsibility (CSR) Committee

The Company made significant investments in community welfare initiatives including for the underprivileged through education, healthcare, animal welfare, environment sustainability, promotion of sports, education and culture. The CSR Committee formulated and institutionalised a transparent monitoring mechanism for implementation of the CSR Policy in line with the requirements of the Companies Act, 2013.

(c) Nomination and Remuneration Committee

The NRC is governed by the charter that is in line with the requirements mandated by the Companies Act, 2013 and the SEBI Listing Regulations.

(d) Risk Management Committee

The Risk Management Committee is responsible for framing, implementing, monitoring the risk management plan/ policy and ensuring its effectiveness for the Company in line with the SEBI Listing Regulations and evaluating the risk management system of the Company.

Risk evaluation and its management is an on-going process within the organisation. The Company has a robust risk management framework to identify,

evaluate, mitigate, monitor and minimise risks to achieve business objectives.

(e) Stakeholders Relationship Committee

In compliance with the provisions of Section 178 of the Companies Act, 2013 and the SEBI Listing Regulations, the Stakeholders Relationship Committee reviews the grievances of security holders, redressal of security holders grievances, measures and initiatives taken for reducing the quantum of unclaimed dividend, improvement in service standards of the Registrar and Share Transfer Agent. In addition to the above, the Committee also reviews the filings made to the Stock Exchanges, reporting under the SEBI (Prohibition of Insider Trading) Regulations, 2015 and recent regulatory updates.

Compliance Initiatives

At DLF, compliance is a sine qua non. Procedures and practices constantly evolve to fulfil compliance requirements based on extant rulings and changing market conditions. The Company reviews compliance risks at regular intervals.

The management supports best processes through a dedicated governance structure ensuring the availability of all statutory and regulatory (including environmental) approvals before launch of any project.

The Company has also developed a robust, institutionalised and integrated compliance framework to provide a reasonable assurance to the management

and the Board about the effectiveness of its compliance management systems.

The Company has successfully implemented Compliance Tool and automated Compliance Management Process for greater internal control which would inter-alia cover all the projects, building, hospitality units and entity level compliances. With the help of this tool, the Company is migrating from paper-based to system-based era.

Internal Audit Function

The Company has in place a strong and robust internal audit framework to improve the effectiveness of risk management, control and governance processes. The Internal Audit Function evaluates adequacy and effectiveness of the internal control systems through a systematic approach. The Internal Auditor presents to the Audit Committee significant findings relating to internal control/ process weaknesses along with requisite action plans. Further, to provide objectivity and independent perspective to the Internal Audit functions, the Company has also appointed independent Internal Auditors.

Company Secretarys Role

The Company Secretary, being a Key Managerial Personnel and Compliance Officer of the Company, ensures that Board procedures are periodically followed and reviewed. He provides all the relevant information, details and documents to the Directors and senior management for effective deliberation and

decision-making at the Board/ Committee meetings. The Company Secretary is primarily responsible to assist and advise the Board in conducting affairs of the Company, ensuring compliance with applicable statutory and regulatory requirements including the SEBI Regulations, the Companies Act, 2013 and Secretarial Standards; guidance to the Directors and facilitating the convening of meetings. He interfaces between the management and regulatory authorities for governance-related matters.

Profile of Directors

Mr. Rajiv Singh (DIN: 00003214) is the Chairman of the Company. He is a graduate from the Massachusetts Institute of Technology, U.S.A. and holds a degree in Mechanical Engineering. Mr. Singh possesses more than three decades of professional experience. He spearheads the Companys strategic implementation and provides oversight and guidance in corporate structuring in relation to major investments and allied matters. His area of expertise includes leadership, business management, strategic planning, risk management, project management, engineering, corporate governance, technical operations etc.

He is also the Chairman of the Finance Committee of the Company.

Mr. Ashok Kumar Tyagi (DIN: 00254161), CEO and Whole-time Director, an alumnus of IIT, Roorkee and IIM, Ahmedabad, possesses rich experience of over three decades in various capacities. Before joining DLF, he worked with Genpact, General Electric and IFFCO.

Mr. Tyagi provides oversight to the functions of Finance, Accounts, Taxation, Corporate Affairs, Corporate Legal, Internal Audit, Information Technology and Human Resources. His area of expertise includes business management, strategy, risk management, finance and taxation, merger and acquisition etc.

He is a member of the Finance, Stakeholders Relationship and Risk Management Committee(s) of the Company.

Mr. Devinder Singh (DIN: 02569464), CEO and Whole-time Director, is B.E. (Civil) from Punjab Engineering College, Chandigarh and PGDM from MDI, Gurgaon. He possesses a rich experience of over three decades in various capacities. Mr. Singh is responsible for the overall business for Gurgaon Devco including projects, land and revenue management, statutory approvals and compliances, legal and regulatory matters, estates management and building management for New Gurgaon. He is also Managing Director of DLF Home Developers Limited, a wholly-owned subsidiary. His area of expertise includes construction and project management, planning for land and new projects, obtaining approvals, business management, risk management, etc.

He is a member of the Finance and Risk Management Committee(s) of the Company.

Ms. Pia Singh (DIN: 00067233), is a graduate from Wharton School of Business, University of Pennsylvania, U.S.A., with a degree in Finance. She

has diverse experience of over three decades. She is currently a Director on the Board and the Chairperson of the CSR Committee of the Company. Prior to that, she was the Chairperson of DLF Retail Developers Limited and Director of DT Cinemas Limited. Ms. Singh has been a Director on the Board for 20 years. She began her career in the risk-undertaking department of GE Capital, an investment division of General Electric. Her area of expertise includes business management, strategic planning and implementation.

She serves as a trustee of Ananda Sangha Trust and the Paramhansa Yogananda Public Charitable Trust. She is a founder of Yogananda Films.

She is on the Board of Advisors, College of Arts and Sciences, University of Pennsylvania. She is also the President of the University of Pennsylvania, Institute for Advanced Study of India and a member of the University of Pennsylvania Asia Campaign Leadership Committee.

She is also on the Board of PI Industries Limited.

Mr. G.S. Talwar (Gurvirendra Singh Talwar) (DIN: 00559460) also known as Rana Talwar, is one of the Asias leading international bankers.

Mr. Talwar started his career with Citibank in India and served in Saudi Arabia, Hong Kong, Singapore, Belgium and the United States. He was responsible for building Citibanks retail businesses across Asia Pacific and the Middle East. He was subsequently responsible for

all of Citibanks retail businesses across Europe and the United States. He was a member of the Citibank/ Citigroup Policy and Operating Committees.

Mr. Talwar left Citibank in 1996 to join Standard Chartered Plc as Global Chief Executive. He is the first Asian to have been the Chief Executive of a FTSE 25 company and of a major global bank. He was responsible for repositioning Standard Chartered Plc as a leading emerging markets bank, including SCBs acquisition of Grindlays Bank from ANZ Bank.

He left Standard Chartered Plc in 2002 to establish Sabre Capital Worldwide, a private equity firm, as its Founder Chairman and majority stakeholder.

Mr. Talwar has served on the main Boards of Standard Chartered, Pearson PLC (UK), Schlumberger Limited (US/ France), Fortis Group (Belgium/ Netherlands). He is a Founding Governor of the Indian School of Business and former member of the governing body of the London Business School. His area of expertise includes leadership, banking, business management, strategic planning, strategic private equity investment, divestment, finance, merger and acquisition and corporate governance etc.

He is also on the Board of Asahi India Glass Limited, Great Eastern Energy Corporation Limited and several other Indian companies.

He is a member of the Corporate Governance Committee of the Company.

Ms. Savitri Devi Singh (DIN: 01644076) is a Bachelor of Science in Economics from the Wharton School at the University of Pennsylvania, where she graduated with a double concentration in Real Estate and Management. She did her internship training with VORNADO Realty Trust, a fully integrated Real Estate Investment Trust in USA. She has more than fifteen years of rich experience with international business exposure in strategy, project development, leasing and marketing in Office and Retail Real Estate. She uses her immense experience to provide strategic guidance and inputs as a member of the Board of Directors.

Ms. Anushka Singh (DIN: 03324893) is a Bachelor of Science in Economics from the Wharton School at the University of Pennsylvania, where she graduated with a double major in Real Estate and Management. She has varied experience in residential development, hospitality, sales and marketing and strategic guidance.

Mr. Ved Kumar Jain (DIN: 00485623), Lead Independent Director, is an Advocate as also a Fellow Member of the Institute of Chartered Accountants of India (ICAI) and holds three Bachelor degrees in law, science and economics. Mr. Jain was President of ICAI. He was also on the Board of International Federation of Accountants (IFAC) during 2008-11, a global organization for the accountancy profession, comprising 167 members and associates in 127 countries.

Mr. Jain was also on the Board of Governors of the Indian Institute of Corporate Affairs of the MCA,

Government of India. He held the position of Member of Income Tax Appellate Tribunal with a rank equivalent to Additional Secretary, Government of India.

Following the Satyam episode, the Government of India appointed him on the Board of two Satyam related companies, which he successfully revived.

He has more than four decades of experience in advising corporates on finance and taxation matters. Mr. Jain specialises in Direct Taxes and has handled complicated tax matters, appeals and tax planning of big corporates. A prolific writer, Mr. Jain authored books on direct taxes and is a regular contributor of articles on tax matters to professional journals and newspapers. His area of expertise includes stakeholders value creation, systems and processes, accounting, financial reforms, finance, taxation and legal, strategic insights, compliance, risk management, merger and acquisition etc.

Mr. Jain is the Chairman of Multi Commodity Exchange Clearing Corporation Limited. He is also on the Board of Inventia Healthcare Limited, Kailash Healthcare Limited and Atlas Cycles (Haryana) Limited.

He is the Chairman of the Audit Committee and a member of the CSR, Nomination and Remuneration, Finance, Stakeholders Relationship and Risk Management Committee(s) of the Company.

Mr. Pramod Bhasin (DIN: 01197009), a Chartered Accountant from England and Wales and an alumni of Shri Ram College of Commerce.

Mr. Bhasin is an Independent Director on the Board of the Company and the Chairperson of Clix Capital and DLF Cyber City Developers Limited. He is also the Chairman of ICRIER, an economic research think tank. He was also the Founder and CEO of Genpact Limited and the Chairman and Co-Founder of the Skills Academy.

He was the President and CEO of GE Capital in India from 1994 to 2005 and GE Capital Asia from 1998 to 2001. He was with the General Electric Corporation in UK, USA and Asia for over 25 years.

Mr. Bhasin is considered the Pioneer of the Business Process Industry in India. He founded Genpact in 1996 and led it till 2011. Genpact is a NYSE publicly listed Global business that currently spans more than 26 countries and employs over 90,000 people. Under his leadership, Genpact also pioneered this industry in Eastern Europe, China and Latin America. Genpact currently has a market capitalisation of approximately US$ 8 billion and revenues of approximately US$ 4 billion.

Mr. Bhasin is currently the Chairman of Clix Capital, a Financial Services Business in India focused on providing digital platforms and financial services to consumers and small businesses.

Mr. Bhasin is the co-founder of Asha Impact, an organisation focused on Social Impact Investments and Advocacy in key areas such as Education, Waste Management, Healthcare and Financial Inclusions.

He is a Strategic Advisor to Kedaara, a Private Equity firm.

Mr. Bhasin is on the Governing Board of HelpAge India. In the past, he has served on the Board of Bank of India, NDTV Limited and SRF Limited. He has been the Chairman of Nasscom and was voted IT Man of the Year by DataQuest and Manager of the Year by EY & Co. He was also the President of TIE, NCR. He has recently been appointed Chairman of Data Security Council of India. His area of expertise includes leadership, stakeholders value creation, business management, strategic planning, compliance, risk management, customer services, finance and taxation, corporate governance etc.

He is the Chairman of Risk Management Committee and a member of the Audit and CSR Committee(s) of the Company.

Lt. Gen. Aditya Singh (Retd.) (DIN: 06949999) retired after a distinguished 40 year career in the Indian Army. Having served in all theatres within the Country and abroad, he was appointed Commander-in-Chief of the Andaman and Nicobar Command in 2005 and charged with the complete responsibility for the relief and rehabilitation of the islands ravaged by the Tsunami of December 2004. This was successfully achieved under his stewardship. Later, he served as GOC-in-C, Southern Command, the largest and senior-most Command of the Indian Army. Following retirement, he was appointed as a member of the National Security

Advisory Board from 2008 to 2010. He was also advisor to JCB India from 2008 to 2013. Thereafter, he was National Security Advisor to the Delhi Policy Group till August 2018. He is a member of the Neemrana Group, a Government supported initiative for building India-Pakistan understanding. A recipient of three of the highest awards for distinguished service from the President of India, he was also honoured as his Aide-de-Camp. He is a Life Member of the Mayo College General Council and its Board. His area of expertise includes strategic planning, cyber security, human resources, leadership training, crisis management, building institutions and systems.

He is the Chairman of the Nomination and Remuneration Committee of the Company.

Mr. A.S. Minocha (Amarjit Singh Minocha)

(DIN: 00010490) graduated in 1962 with a Bachelor of Commerce (Hons.) degree from Delhi University. He is an MBA from Faculty of Management Studies, University of Delhi, Fellow Member of the Institute of Chartered Accountants of India and the Institute of Company Secretaries of India, possesses more than five decades of senior management experience in various capacities in India and abroad - in the public and private sector organisations like Indian Oil Corporation, Tata Motors Limited (formerly TELCO), Maruti Udyog Limited and GHCL Limited. His area of expertise includes business management, regulatory, risk management, commercial acumen, development of systems and processes, customer

services, accounting, finance and taxation, merger and acquisition, strategic private equity investments etc.

He is the Chairman of Stakeholders Relationship and Corporate Governance Committee(s) and a member of the Audit, Nomination and Remuneration, Risk Management and Finance Committee(s) of the Company.

Mr. Vivek Mehra (DIN: 00101328) is a well-respected senior Chartered Accountant with an illustrious professional career spanning over 40 years and experience spanning across sectors in Tax and Regulatory domains of Merger and Acquisition specialising in Cross-border Investment and Transaction Structuring.

He has held various leadership roles till April 2017 in PriceWaterhouseCoopers Private Limited (PwC) as Partner/ Executive Director. He was the founder and national leader for PwC Regulatory and M&A Practices and has been elected on PwC Governance Oversight Board for two consecutive terms. His area of expertise includes taxation, accounting and financial systems and processes, risk management, structuring transactions including merger and acquisition and Cross-border transactions.

Mr. Mehra is extending his expertise as an Independent Director and esteemed Board Member for some prominent Indian companies such as Jubilant Pharmova Limited, HT Media Limited, Digicontent Limited, Chambal Fertilisers and Chemicals Limited, Havells India Limited,

Zee Entertainment Enterprises Limited, Embassy Office Parks Management Services Private Limited [Manager of Embassy Office Park REIT (listed)].

He is also on the Board of Governors of Grassroot Trading Network for Women, a SEWA venture and The Asthma, Bronchitis and Cancer Lung Foundation of India.

Mr. Mehra graduated in 1975 with a Bachelor of Commerce (Hons.) Degree from Shri Ram College of Commerce, Delhi University. He has been a fellow member of the Institute of Chartered Accountants of India since 1979 and has also given his valuable contribution as a member of the Federation of Indian Chambers of Commerce and Industry (FICCI) Steering Committee and National Executive Committee.

He is a member of the Audit and Risk Management Committee(s) of the Company.

Ms. Priya Paul (DIN: 00051215), an Economics graduate from Wellesley College, USA, attended Harvard Business School and INSEAD. Ms. Paul possesses over three decades of rich experience in hospitality and multifarious management functions to her credit. She started her career as the Marketing Manager of The Park, New Delhi, and presently holds the position of Chairperson of the Apeejay Surrendra Park Hotels Limited.

Ms. Paul is actively involved on the Boards of Hotel Association of India and World Travel and Tourism Council - India Initiative. She serves on numerous Philanthropic and Advisory Boards.

She was conferred with the Padma Shri in 2012 for her contribution to trade and industry by the Honble President of India. She was conferred with awards like Insignia of Chevalier de IOrdre National du Merite (National Order of Merit) by President of France, Aatithya Ratna Award by Hotel Investment Forum India, Hall of Fame 2011 by Hotelier India and is recognised by Fortune magazine as one of the Indias 50 most powerful businesswomen. Her area of expertise includes leadership, hospitality business, assets management, business synergies, risk management, customer services etc.

She is on the Board of Apeejay Shipping Limited, Apeejay Surrendra Park Hotels Limited and DLF Cyber City Developers Limited.

She is a member of CSR and Corporate Governance Committee(s) of the Company.

Board Meetings

The Board regularly meets to deliberate and decide business policy and strategy in addition to routine and other statutory businesses. All material information is circulated to the Directors before meetings or placed at the meetings. This includes minimum information required to be made available to the Board as specified in Regulation 17(7) read with Part A of Schedule II of the SEBI Listing Regulations.

A meeting calendar of the Board/ Committees is circulated well in advance to help members plan and ensure meaningful participation in meetings. Additional meetings are convened wherever necessary. The Company also provides video/ audio visual/

teleconferencing facilities to Directors to facilitate their participation.

Meetings of the Board/ Committees are generally held in New Delhi/ Gurugram. The agenda of the Board/ Committee meetings is prepared by the Company Secretary in consultation with the Chairman/ Chairman of the respective Committee(s).

During FY 2022-23, six Board meetings were held on 17 May, 29 July and 21 October 2022, 25 January, 24 February and 17 March 2023. The requisite quorum was present in all the meetings. The maximum interval between any two Board meetings was 95 days.

The Company Secretary attends all meetings of the Board and its Committees and is, inter-alia, responsible for recording the minutes of such meetings. The draft minutes of the Board and its Committees are sent to the members for their comments in accordance with the Secretarial Standards and after incorporating their comments, the minutes are entered in the minutes book within 30 days of the conclusion of the respective meetings.

Follow-up: The Company has an effective post meeting follow-up, review and reporting process of decisions taken by the Board and its Committees. The significant decisions of the Board are promptly communicated to the concerned departments/ business units. The action taken reports on decisions of the previous meeting(s) are placed at the immediate succeeding meeting for review by the Board and the Committees.

Composition, Directorships and Attendance

Name & Designation

Financial Year 2022-23 Attendance at

No. of Directorships in other companies as on 31 March 2023*

No. of Committee positions held in public limited companies including DLF Limited as on 31 March 2023**

Board Meeting(s) Last AGM Listed

Others

Chairman Member***
Public Private

(a) Promoter/ Promoters Group

Mr. Rajiv Singh, Chairman

6 Yes Nil Nil 9 Nil Nil

Ms. Pia Singh,

Non-executive Non-independent Director

5 Yes 1 Nil 10 Nil 1

Ms. Savitri Devi Singh,

Non-executive Non-independent Director

6 Yes Nil Nil 9 Nil Nil

Ms. Anushka Singh,

Non-executive Non-independent Director

5 Yes Nil Nil 9 Nil Nil

(b) Executive Directors

Mr. Ashok Kumar Tyagi,

CEO and Whole-time Director

6 Yes 1 2 Nil Nil 4

Mr. Devinder Singh,

CEO and Whole-time Director

6 Yes Nil 3 Nil Nil Nil

(c) Non-executive Non-independent Director

Mr. G.S. Talwar

2 No 1 1 9 Nil Nil

(d) Independent Directors

Mr. Ved Kumar Jain

6 Yes 1 3 Nil 2 5

Mr. Pramod Bhasin

5 Yes 1 Nil 6 1 2

Late Rajiv Krishan Luthra#

5 Yes 2 1 1 Nil 3

Lt. Gen. Aditya Singh (Retd.)

6 Yes Nil Nil Nil Nil Nil

Mr. A.S. Minocha

6 Yes Nil 1 Nil 2 3

Mr. Vivek Mehra

6 No 6 3 2 3 7

Ms. Priya Paul

4 Yes 1 2 4 1 3

* Excludes foreign companies and includes debt listed public companies.

# Demised on 10 May 2023.

** Pursuant to Regulation 26 of the SEBI Listing Regulations, Membership/ Chairmanship of only Audit Committee and Stakeholders Relationship Committee of public limited companies have been considered.

*** Membership also includes chairmanship of the Committee(s), if any.

Video/ audio visual/ teleconferencing facilities were extended to facilitate Directors to participate in the meetings.

Notes:

1. The Directorship/ Committee Membership is based on the disclosures received from Directors.

2. Mr. Rajiv Singh, Ms. Savitri Devi Singh and Ms. Anushka Singh are related inter-se. Mr. Rajiv Singh is also related to Ms. Pia Singh.

3. None of the other Directors are related to each other, except as mentioned in note no. 2 above.

Directorships in other listed companies as on 31 March 2023

Name of Director

Name of other listed entity (including category of Directorship)

Ms. Pia Singh

PI Industries Limited (Independent Director)

Mr. Ashok Kumar Tyagi

DLF Cyber City Developers Limited (Debt listed) (Director)

Mr. G.S. Talwar

Asahi India Glass Limited (Independent Director)

Mr. Ved Kumar Jain

Atlas Cycles (Haryana) Limited (Independent Director)

Mr. Pramod Bhasin

DLF Cyber City Developers Limited (Debt listed) (Independent Director)

Late Rajiv Krishan Luthra

Network18 Media & Investments Limited, TV18 Broadcast Limited (Independent Director)

Mr. Vivek Mehra

HT Media Limited, Jubilant Pharmova Limited, Chambal Fertilisers and Chemicals Limited, Digicontent Limited, Havells India Limited, Zee Entertainment Enterprises Limited (Independent Director)

Ms. Priya Paul

DLF Cyber City Developers Limited (Debt listed) (Independent Director)

Directors Induction and Familiarisation Programme

The Board members are provided with necessary information, documents, reports and internal policies to familiarise them with the Companys procedures and practices. Presentations are made by the senior

management at regular intervals covering areas like operations, business environment, budget, strategy and risks involved. Updates on relevant statutory, regulatory changes encompassing important laws/ regulations applicable to the Company are circulated to Directors.

The induction process is designed to:

(a) build an understanding of DLF, its business and the regulatory environment in which it operates;

(b) provide an appreciation of the roles and responsibilities of the Directors;

(c) equip Directors to perform their role effectively; and

(d) develop understanding of the Companys people and its key stakeholders relationship.

Upon appointment, Independent Directors receive a letter of appointment, setting-out in detail, the terms of their appointment, duties, responsibilities and indicative time commitment. Code of Conduct of the Company and obligations on disclosures, are also issued for the acceptance of the Independent Director(s).

The details of familiarisation programmes for Independent Directors are posted on the website of the Company and can be accessed at https://www.dlf. in/pdf/Familiarisation-Programme.pdf.

Resume of Directors proposed to be re-appointed

The brief resume of Directors proposed to be re-appointed is a part of the Corporate Governance Report and other information required in terms of Regulation 36(3) of the SEBI Listing Regulations is appended in the notice for convening the Annual General Meeting.

Committees of the Board

The Company has following Board Committees:

1. Audit Committee

2. Corporate Governance Committee

3. CSR Committee

4. Finance Committee

5. Nomination and Remuneration Committee

6. Risk Management Committee

7. Stakeholders Relationship Committee

The Board also constitutes specific committee(s) from time to time, depending on emerging business needs. The terms of reference of the Committees are approved, reviewed and modified by the Board. Meetings of each Committee are convened by the Chairman of the respective Committee. The Company Secretary prepares the agenda notes in consultation with the respective Committee Chairman and circulates the same in advance to all members. Each member can suggest the inclusion of item(s) on the agenda in consultation with the Chairman. Minutes of the Committee(s) meetings are approved by the respective Committee(s) and thereafter the same are noted by the Board. During FY 2022-23, there has been no instance where any recommendation of the Committee which was

mandatorily required, had not been accepted by the Board.

The Company implements an effective post-meeting follow-up, review and reporting process concerning the decisions taken by the Committees. The significant decisions are promptly communicated by the Company Secretary to the concerned departments/ business units Head(s). The action-taken report on decisions of the previous meeting(s) is placed at the immediate succeeding meeting for review by the respective committee.

(i) Audit Committee

Composition, Meetings and Attendance

The Audit Committee comprises four Independent Directors. All the members possess financial/ accounting expertise/ exposure and have held or hold senior positions in other reputed organisations. Mr. Ved Kumar Jain, Lead Independent Director, is the Chairman and was present at the last Annual General Meeting.

The Committees composition and terms of reference are in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations.

During FY 2022-23, seven meetings of the Audit Committee were held on 2 May, 17 May, 29 July, 21 October, 25 November 2022; 25 January and

17 March 2023, the attendance of which is listed below. The maximum interval between any two meetings was 83 days. The requisite quorum was present in all meetings.

Name of Member

Position

No. of Meeting(s)

Held Attended

Mr. Ved Kumar Jain Chairman

Independent

Director

7 7

Mr. Pramod Bhasin

Independent

Director

7 4

Mr. A.S. Minocha

Independent

Director

7 7

Mr. Vivek Mehra

Independent

Director

7 7

The Audit Committee invites executives as it considers appropriate, particularly Mr. Ashok Kumar Tyagi, CEO and Whole-time Director, Group Chief Financial Officer (CFO), Head - Internal Audit and representatives of Statutory Auditors, Cost Auditors (for cost audit report), Secretarial Auditor (for secretarial audit report) and Internal Auditors (for internal audit matters) to be present at its meetings. The Company Secretary acts as Secretary to the Committee.

Objectives

The Audit Committee monitors and provides re-assurance to the Board on the existence of an

effective internal control environment by supervising the financial reporting process, timely and proper disclosures as also transparency, integrity and quality of financial reporting.

Terms of Reference

The broad terms of reference are as under:

1. Oversight of financial reporting process and disclosure of its financial information to ensure the correctness, sufficiency and credibility of financial statements;

2. Recommending to the Board the appointment/ reappointment (including their terms)/ replacement/ removal of the statutory auditors and fixing of their fees;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing with the management the annual financial statements and auditors report thereon before submission to the Board for approval, with a particular reference to:

• matters to be included in the Directors Responsibility Statement to be included in the Boards report in terms of Section 134(3)(c) of the Companies Act, 2013.

• changes, if any, in accounting policies and practices and reasons for the same.

• major accounting entries involving estimates

based on the exercise of judgement by management.

• significant adjustments made in the financial statements arising out of audit findings.

• compliance with listing and other legal requirements relating to financial statements.

• disclosure of any related party transactions.

• qualifications in the draft audit report.

5. Reviewing with the management, the quarterly/ half yearly financial statements before submission to the Board for approval;

6. Reviewing and monitor the auditors independence and the performance and effectiveness of audit process;

7. Examination of the financial statements and auditors report thereon;

8. Approval or any subsequent modification of transactions of the Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Evaluation of internal financial controls and risk management systems;

11. Reviewing with the management, performance of statutory, cost and internal auditors, adequacy of the internal control systems;

12. Reviewing the adequacy of internal audit function, including the structure of internal audit department, staffing and seniority of official heading the department, reporting structure coverage and frequency of internal audit;

13. Discussion with internal auditors of any significant findings and follow-up thereon and reviewing the findings of any internal investigations by internal auditors into matters where there is suspected fraud or irregularity or failure of internal control system of a material nature and reporting the matter to the Board;

14. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussions to ascertain any area of concern;

15. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

16. To review Management Discussion and Analysis of financial condition and results of operations;

17. To review Management letters/ letters of internal control weaknesses issued by the statutory auditors;

18. To review Internal audit reports relating to internal control weaknesses;

19. To review appointment/ removal and terms of remuneration of the Chief Internal Auditor;

20. Approval of appointment of CFO (i.e. Whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background etc.;

21. Reviewing of the financial statements, in particular, the investments made by the unlisted subsidiary companies;

22. To review the functioning of the Whistle Blower mechanism and Vigil Mechanism;

23. Reviewing of statement of significant related party transactions;

24. (a) Reviewing with the management, the

statement of uses/ application of funds raised through an issue (public, rights, preferential, etc.), the statement of funds utilised for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or right issue and making appropriate recommendations to the Board to take up steps in this matter;

(b) Monitoring the end use of funds raised through public offers and related matters;

25. To review utilisation of loans and/ or advances from/ investment by the holding company in the subsidiary exceeding 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/ investments;

26. To review compliance with provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended and shall verify that the systems for internal control are adequate and are operating effectively; and

27. To perform such other functions as may be prescribed by the Companies Act, 2013, SEBI Listing Regulations or any other law or as may be delegated by the Board from time to time, to be performed by the Audit Committee.

(ii) Corporate Governance Committee Composition, Meetings and Attendance

The Corporate Governance Committee comprised four Directors including three Independent Directors. Mr. A.S. Minocha, an Independent Director is Chairman of the Committee. The Company Secretary acts as Secretary to the Committee.

During FY 2022-23, one meeting of the Corporate Governance Committee was held on 11 May 2022. The requisite quorum was present in the meeting. The Composition of the Committee along with the details of attendance at the meeting is as follows:

Name of Member

Position

No. of Meeting

Held Attended

Mr. A.S. Minocha Chairman

Independent

Director

1 1

Mr. G.S. Talwar

Non-executive

Director

1 0

Late Rajiv Krishan Luthra*

Independent

Director

1 0

Ms. Priya Paul

Independent

Director

1 1

* Demised on 10 May 2023.

Mr. Ashok Kumar Tyagi and Mr. Devinder Singh, CEO

and Whole-time Director(s) are the permanent invitees

to the Committee.

Terms of Reference

The broad terms of reference are as under:

1. Overseeing implementation of mandatory and non-mandatory requirements of the SEBI Listing Regulations;

2. Recommending the best-in-class available Corporate Governance practices prevailing in the world for adoption;

3. Reviewing Corporate Governance practices, Audit Reports and to recommend improvements thereto;

4. Reviewing Code of Conduct for Directors, Senior Management Personnel and other executives including its subsidiaries;

5. Reviewing compliance mechanism, compliance and audit reports and to recommend improvements thereto and to review mitigation mechanism for non observance;

6. Suggesting to the Board, the changes required in the compliance system in consonance with the changes in legal environment affecting the business of the Company;

7. Recommending to the Board, the changes required for charging of officials pursuant to changes in the officials charged and/ or structural changes in the organisation; and

8. Performing such other functions as may be delegated by the Board from time to time.

(iii) CSR Committee

Composition, Meetings and Attendance

CSR Committee comprises four Directors including three Independent Directors. Ms. Pia Singh, Non-executive Director is the Chairperson of the Committee. The Company Secretary acts as Secretary to the Committee. The Committees composition

and terms of reference are in compliance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended.

During FY 2022-23, one meeting of the CSR Committee was held on 5 September 2022. The requisite quorum was present in the meeting. The Composition of the Committee along with the details of attendance at the meeting is as follows:

Name of Member

Position

No. of Meeting

Held Attended

Ms. Pia Singh Chairperson

Non-executive

Director

1 1

Mr. Ved Kumar Jain

Independent

Director

1 1

Mr. Pramod Bhasin

Independent

Director

1 0

Ms. Priya Paul

Independent

Director

1 1

Mr. Rajiv Singh, Chairman, Mr. Ashok Kumar Tyagi, CEO and Whole-time Director and Group CFO are the permanent invitees to the Committee.

Terms of Reference

The terms of reference of the Committee are as under:

1. Formulate, monitor and recommend, CSR Policy to the Board;

DLF ANNUAL REPORT 2022 - 23 : Corporate Governance Report

2. Recommend to the Board modification to the CSR Policy as and when necessary;

3. Recommend to the Board, the amount of expenditure to be incurred on the activities to be undertaken; and

4. Consider other functions, as defined by the Board or as may be stipulated under any law, rule or regulation including the SEBI Listing Regulations and the Companies Act, 2013.

The project(s)/ programme(s)/ activity(ies) undertaken by the Company during FY 2022-23, pursuant to the CSR Policy outlined as per the annexure attached to the Boards Report. The Committee at its meeting held on 5 September 2022, inter-alia also reviewed the Impact Assessment of the COVID Relief Project undertaken by the Company during the FY 2020-21.

(iv) Finance Committee

Composition, Meetings and Attendance

The Finance Committee comprises five Directors including two Independent Directors. Mr. Rajiv Singh is the Chairman of the Committee. The Company Secretary acts as Secretary to the Committee.

During FY 2022-23, two meetings of the Finance Committee were held on 21 July and 19 December 2022. The requisite quorum was present in both the meetings. The Composition of the Committee along with the details of attendance at the meetings is as follows:

Name of Member

Position

No. of Meeting(s)

Held Attended

Mr. Rajiv Singh Chairman

Whole-time

Director

2 2

Mr. Ashok Kumar Tyagi

CEO and

Whole-time

Director

2 2

Mr. Devinder Singh

CEO and

Whole-time

Director

2 1

Mr. Ved Kumar Jain

Independent

Director

2 2

Mr. A.S. Minocha

Independent

Director

2 2

The Group CFO is the permanent invitee to the Committee.

Terms of Reference

The broad terms of reference are as under:

1. Reviewing the Companys financial policies, strategies and capital structure, working

capital, cash flow management, banking and cash management including authorisation for operations;

2. Reviewing credit facilities and to exercise all powers to borrow monies (otherwise than by issue of debentures) and take necessary actions connected therewith including refinancing for optimisation of borrowing costs and assignment of assets, both immovable and movable;

3. Authorising exercise of all powers for investment, loan and providing corporate guarantees/ securities/ letter of comfort etc. within the limits specified by the Board;

4. Borrowing of monies by way of loan and/ or issuing and allotting Bonds/ Notes denominated in one or more foreign currency(ies) in international markets and possible strategic investments within the limits approved by the Board;

5. Approve opening and operation of investment management accounts with foreign banks and appoint them as agents, establishment of representative/ sales offices in or outside India etc.;

6. Approve contributions to statutory or other entities, funds established by Central/ State Government for national importance, institutions, trusts, bodies corporate and other entities etc.;

7. Empowering executives of the Company/ subsidiaries/ associate companies for acquisition of land including bidding and tenders, sell/ dispose off or transfer any of the properties and delegation of authorities from time to time to deal with various statutory, judicial authorities, local bodies etc., to implement the decision of the Committee;

8. Reviewing and make recommendations about changes to the Charter of the Committee; and

9. Authorizing sale/ transfer of the Companys investments in securities of wholly-owned subsidiary(ies) and/or subsidiary(ies) to another subsidiary(ies), subject to approval of the Audit Committee.

(v) Nomination and Remuneration Committee (NRC)

Composition, Meetings and Attendance

The NRC comprises three Independent Directors. Lt. Gen. Aditya Singh (Retd.) is the Chairman of the Committee. The Company Secretary acts as Secretary to the Committee. The Committees composition and terms of reference are in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations.

During FY 2022-23, three meetings of the NRC were held on 16 May, 27 July and 19 October 2022. The requisite quorum was present in all the meetings. The Composition of the Committee along with the details of attendance at the meetings is as follows:

Name of Member

Position

No. of Meeting(s)

Held Attended

Lt. Gen. Aditya Singh (Retd.) Chairman

Independent

Director

3 3

Mr. Ved Kumar Jain

Independent

Director

3 3

Mr. A.S. Minocha

Independent

Director

3 3

Terms of Reference

The NRC is governed by a Charter in line with the

requirements mandated by the Companies Act, 2013

and Regulation 19(4) of the SEBI Listing Regulations.

The broad terms of reference are as under:

1. To determine the Remuneration Policy of the Company;

2. To recommend to the Board the remuneration, whether by way of salary, perquisites, sitting fees, commission, stock options, sweat equity or in a combination thereof or otherwise, payable to the Managing Director(s), Whole-time Director(s) and other Directors, their relatives engaged in the employment of the Company;

3. To recommend to the Board the remuneration, whether by way of salary, perquisites, commission, retainership fee, or otherwise, payable to Directors for discharging the professional or other services otherwise than in the capacity of Director;

4. To frame policies and compensation including salaries, incentives, bonuses, promotion, benefits, stock options and performance targets for executives of the Company;

5. Formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration of the Directors, key managerial personnel and other employees;

6. The Committee, while formulating the policy, shall ensure that:

a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

c. remuneration to Directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

7. Formulation of criteria for evaluation of performance of Independent Directors and the Board;

8. Devising a policy on Board diversity; and

9. Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal.

The NRC for appointment of an Independent Director, shall evaluate the balance of skills, knowledge and experience as a potential member of the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an Independent Director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy was devised in accordance with Section 178 of the Companies Act, 2013 and the SEBI Listing Regulations. The Nomination and Remuneration Policy of the Company is aimed at inculcating a performance-driven culture. Through its comprehensive compensation programme, the Company endeavours to attract, retain, develop and motivate a high performance workforce. The said policy is available on the Companys website viz. https://www.dlf.in/pdf/Nomination% 20and%20Remuneration%20Policy.pdf. The Policy inter-alia includes the criteria for selection and appointment of individuals on the Board of the Company. The Policy also illustrates discussing on succession planning and Board diversity at the time of nominating Directors. The Committee endeavour to have Board members from diverse backgrounds/ disciplines.

The guiding principles for the Companys remuneration policy are, inter-alia, as follows:

• t he level and composition of remuneration is competitive, reasonable, sufficient and aligned to market practices and sufficient to attract, retain and motivate talent required to run the Company successfully and ensure long-term sustainability of the Company;

• the remuneration to Directors, Key Managerial Personnel and Senior Management has a fair balance between fixed and variable pay, reflecting short and long-term performance objectives appropriate to the working of the Company and its goals;

• the remuneration is linked to key deliverables, appropriate performance benchmarks and metrics and varies with performance and achievements;

• there is an alignment of performance metrics with business plans and strategy, corporate performance targets and interest of stakeholders;

• quantitative and qualitative assessments of performance are used to making informed judgements to evaluate performances;

• there is sufficient flexibility to take into account future changes in industry and compensation practice; and

• the pay takes into account both external market and Company conditions to a balanced fair outcome.

The Company based on aforesaid principles and on the recommendation of the NRC pays remuneration to its CEOs, Whole-time Directors by way of salary, benefits, perquisites and allowances (fixed component) and commission (variable component). Annual increments are approved by the Board of Directors based on the recommendations of the NRC. The commission is payable to the CEOs, Whole-time Directors out of the profits for the financial year and within the ceilings prescribed under the Companies Act, 2013.

The Company pays sitting fee of 50,000/- per meeting to its Non-executive Directors for attending meetings of the Board and its Committees. The Company also pays commission to the Non-executive Directors within the ceiling of 1% of the net profits of the Company as computed under the applicable provisions of the Companies Act, 2013. The Company also reimburses out-of-pocket expenses incurred by the Directors for attending the meetings.

The details of remuneration paid to all the Directors and other disclosures required to be made under Regulation 34(3) of the SEBI Listing Regulations have been published elsewhere in this report and in the Board Report.

Board Membership Criteria

The Board is responsible for the selection of a member to the Board. The NRC of the Company follows defined criteria for identifying, screening, recruiting and recommending candidates for appointment as a Director on the Board.

The criteria for appointment to the Board inter-alia includes:

• Diversity on the Board;

• Relevant experience and track record in finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to Companys business and relevant to the role;

• Highest personal and professional ethics, integrity, values and stature;

• Ability to devote sufficient time and energy in carrying out their duties and responsibilities; and

• Avoidance of any present or potential conflict of interest.

(vi) Risk Management Committee

Composition, Meetings and Attendance

The Risk Management Committee comprises six Directors including four Independent Directors. Mr. Pramod Bhasin, an Independent Director is the Chairman of the Committee. The Company Secretary acts as Secretary to the Committee. The Committees composition is in compliance with the provisions of Regulation 21 of the SEBI Listing Regulations.

During FY 2022-23, two meetings of the Risk Management Committee were held on 1 September 2022 and 21 February 2023. The maximum interval between two meetings was less than 180 days. The requisite quorum was present in both the meetings. The Composition of the Committee along with the details of attendance at the meetings is as follows:

Name of Member

Position

No. of Meeting(s)

Held Attended

Mr. Pramod Bhasin Chairman

Independent

Director

2 2

Mr. Ashok Kumar Tyagi

CEO and

Whole-time

Director

2 2

Mr. Devinder Singh

CEO and

Whole-time

Director

2 1

Mr. Ved Kumar Jain

Independent

Director

2 2

Mr. A.S. Minocha

Independent

Director

2 2

Mr. Vivek Mehra

Independent

Director

2 2

All Business Unit Heads along with Group CFO are permanent invitees to the Committee.

Terms of Reference

The terms of reference of the Committee are as under:

1. To formulate a detailed risk management policy which shall include:

(a) A framework for identification of internal

and external risks specifically faced by the listed entity, in particular including

financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Committee.

(b) Measures for risk mitigation including

systems and processes for internal control of identified risks.

(c) Business continuity plan.

2. To ensure that appropriate methodology,

processes and systems are in place to monitor and evaluate risks associated with the business of the Company;

3. To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;

4. To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;

5. To keep the Board of Directors informed about the nature and content of its discussions, recommendations and actions to be taken;

6. The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the Risk Management Committee;

7. To perform such other functions as may be delegated by the Board from time to time; and

8. The Risk Management Committee shall coordinate its activities with other committees, in instances where there is any overlap with activities of such committees, as per the framework laid down by the Board of Directors.

(vii) Stakeholders Relationship Committee (SRC) Composition, Meetings and Attendance

The SRC comprised four Directors, including three Independent Directors. Mr. A.S. Minocha, an Independent Director, is Chairman of the Committee. The Company Secretary acts as Secretary to the Committee. The Committees composition and terms of reference are in compliance with the provisions of the Companies Act, 2013 and Regulation 20 of the SEBI Listing Regulations.

During FY 2022-23, four meetings of the Committee were held on 6 May, 19 July, 11 October 2022 and 13 January 2023. The requisite quorum was present in all the meetings. The Composition of the Committee

along with the details of attendance at the meetings is as follows:

Name of Member

Position

No. of Meeting(s)

Held Attended

Mr. A.S. Minocha Chairman

Independent

Director

4 4

Mr. Ashok Kumar Tyagi

CEO and

Whole-time

Director

4 4

Mr. Ved Kumar Jain

Independent

Director

4 4

Late Rajiv Krishan Luthra*

Independent

Director

4 4

* Demised on 10 May 2023.

Terms of Reference

The broad terms of reference of the Committee are as under:

1. To resolve the grievances of the security holders including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate certificates;

2. To review measures taken for effective exercise of voting rights by shareholders;

3. To review adherence to the service standards in respect of various services being rendered by the Registrar and Share Transfer Agent; and

4. To review various measures and initiatives for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports/ statutory notices by the shareholders.

Redressal of Investor Grievances

The Company appreciates meaningful engagement with its investors and stakeholders and endeavours to address all complaints, grievances and other correspondence expeditiously and replies generally within 7 to 10 days except in the case of legal impediments or non-availability of documents. The Company endeavours to implement suggestions as and when received from investors.

During the year under review, 6 complaints were received and all the complaints were resolved to the satisfaction of the investors.

The Company also has a dedicated Section on its website at www.dlf.in/investor to facilitate the redressal of Shareholders requests/ queries/ grievances etc. Shareholders may visit the Company website for details viz. shareholder information, details of shares transferred to Investor Education and Protection Fund (IEPF), process to claim refund of shares and dividend from IEPF, communication details of Registrar and Share Transfer Agent etc.

The Company has a dedicated section on Investor Contacts at https://www.dlf.in/pdf/Investor-Contacts.pdf.

The Company also has a Grievance Redressal Escalation Matrix for the shareholders and the same is available under the shareholder section on the website of the Company at https://www.dlf.in/pdf/Escalation- Matrix-for-Investor%20Grievances.pdf.

In addition to the above, the Institutional Investors may visit the Institutional Investor Query Box available at https://www.dlf.in/investor to post their query/ concerns.

Compliance Officer

Mr. R.P Punjani, Company Secretary is the Compliance Officer of the Company for complying with the requirements of Securities laws. He is also the Nodal Officer for redressal of Investor Grievances.

Independent Directors Meeting

During FY 2022-23, the Independent Directors of the Company met once on 28 March 2023 without the presence of Executive and Non-independent Directors under the Chairmanship of Mr. Ved Kumar Jain, Lead Independent Director, inter-alia for:

• Reviewing the performance of Non-independent Directors and the Board as a whole;

• Reviewing the performance of the Chairman of the Company taking into account the views of Executive and Non-executive Directors; and

• Assessing the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All Independent Directors except Late Rajiv Krishan Luthra attended the meeting.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013, Regulations 17 and 25 of the SEBI Listing Regulations and Guidance Note on Board Evaluation issued by the SEBI, NRC has devised a criteria for the evaluation of the performance of Directors, including

Independent Directors. An indicative list of factors on which evaluation was carried out includes experience, attendance, acquaintance with the business, effective participation, vision and strategy, contribution and independent judgement.

The Board has carried out the annual evaluation of its own performance, its Committees and Directors. The exercise was led by the Lead Independent Director. The evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, corporate governance and compliance management etc.

The Performance evaluation of the Independent Directors has been carried out by the entire Board.

The Board evaluated and discussed the overall findings of the Performance Evaluation. Summary of the performance evaluation is as under:

a) The Board as a whole is functioning cohesively and the Board members have the requisite set of skill and competence to govern the affairs of the Company;

b) The quality of the discussions at the meetings of the Board and Committee were concluded as robust and participative; and

c) The Board Committees were functioning effectively and as per their designated terms of reference.

Directors Remuneration i) Executive Directors

The Company pays remuneration by way of a fixed base salary and allowances, annual performance award, commission, employee stock/ shadow options, retiral and other benefits and reimbursements, based on the recommendations of the NRC within the limits as prescribed under the Companies Act, 2013, the SEBI Listing Regulations and approved by the shareholders. The performance-based award/ commission is based on the individual performance and/ or qualitative and quantitative assessment of the Companys performance.

The remuneration paid to the Executive Directors for FY 2022-23 was as follows:

( In lakhs)

Name

Salary Other

Perquisites & Benefits

Commission Contribution to Provident & Superannuation Fund/ Allowances Total Term up to

Mr. Rajiv Singh

153.00 37.01 1,763.00 24.30 1,977.31 08.04.2024

Mr. Ashok Kumar Tyagi

265.61 187.73 592.00 18.75 1,064.09 30.11.2027

Mr. Devinder Singh

258.73 205.02 592.00 18.26 1,074.01 30.11.2027

The service contract, notice period, retirement benefits, severance pay etc. are applicable as per the terms and conditions of appointment of the above Directors.

ii) Non-executive Directors

The Non-executive Directors are entitled to a sitting fee of 50,000 for attending each Board and Committee meeting. In addition, the Non-executive Directors are

paid commission within the limits as prescribed under the Companies Act, 2013, as determined by the Board, inter-alia based on the Companys performance.

The Company also reimburses out-of-pocket expenses incurred by the Directors for attending the meetings. The service contract, notice period, severance fee etc. are not applicable to the Non-executive Directors.

The remuneration paid to the Non-executive Directors for FY 2022-23 was as follows:

( In lakhs)

Name

Sitting Fees Commission Total

Ms. Pia Singh

3.00 40.00 43.00

Mr. G.S. Talwar

1.00 40.00 41.00

Ms. Savitri Devi Singh

3.00 40.00 43.00

Ms. Anushka Singh

2.50 40.00 42.50

Mr. Ved Kumar Jain

13.00 40.00 53.00

Mr. Pramod Bhasin

6.00 40.00 46.00

Late Rajiv Krishan Luthra

4.50 40.00 44.50

Lt. Gen. Aditya Singh (Retd.)

5.00 40.00 45.00

Mr. A.S. Minocha

13.00 40.00 53.00

Mr. Vivek Mehra

8.00 40.00 48.00

Ms. Priya Paul

3.50 40.00 43.50

During the year, the Company availed services amounting to 58.06 lakh (approximately) from the firm(s) in which Late Rajiv Krishan Luthra was a partner. There were no material pecuniary relationships or transactions between the Company and its Independent Directors.

No stock options were granted to any Independent Director.

The Company has in place Directors and Officers Liability Insurance Policy.

Directors Shareholding

The details of equity shares of the Company held by Directors as on 31 March 2023 were as under:

Name of Director

No. of Equity Shares

Mr. Rajiv Singh

2,56,320

Ms. Pia Singh

2,14,20,500

Mr. Ashok Kumar Tyagi

2,61,660

Mr. Devinder Singh

95,793

Mr. G.S. Talwar

1,00,540

Mr. Vivek Mehra

8,183

Ms. Priya Paul

180

General Body Meetings

Particulars of past three Annual General Meetings (AGMs)/ Extra-ordinary General Meeting (EGM)

Financial

Year

Location Date & Time Special Resolutions passed

Annual General Meetings

2019-20

Through Video Conference/ Other Audio Visual Means

23.09.2020 12.00 Noon Nil

2020-21

31.08.2021 12.30 P.M. Nil

2021-22

10.08.2022 12.30 P.M. Continuation of Lt. Gen. Aditya Singh (Retd.) (DIN: 06949999) as a Non-executive Independent Director of the Company who attained the age of 75 (Seventy Five) years on 20 September 2022.

Postal Ballots

During FY 2022-23, in terms of the provisions of Section 110 and other applicable provisions of the Companies Act, 2013 (including any amendment(s), statutory modification(s) and/ or re-enactment(s) thereof for

the time being in force) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended and in compliance with General Circular No. 14/2020 dated 8 April 2020, No. 17/2020 dated 13 April 2020, No.22/2020 dated 15 June 2020, No. 33/2020 dated 28 September 2020, No. 39/2020 dated 31 December 2020, No. 10/2021 dated 23 June 2021, No. 20/2021 dated 8 December 2021 and No. 03/2022 dated 5 May 2022 issued by the MCA for holding general meetings/ conducting postal ballot (hereinafter collectively referred to as MCA Circulars), applicable provision of the SEBI Listing Regulations and relevant circulars issued by SEBI in this regard, Secretarial Standard on General Meetings (SS-2) issued by The Institute of Company Secretaries of India and subject to such other laws and regulations, as applicable, the Company had sought consent of its members for (i) Re-appointment of Mr. Ashok Kumar Tyagi (DIN: 00254161) as CEO and Whole-time Director; (ii) Re-appointment of Mr. Devinder Singh (DIN: 02569464) as CEO and Whole-time Director; (iii) Re-appointment of Mr. Vivek Mehra (DIN: 00101328) as an Independent Director; and (iv) Continuation of Mr. Gurvirendra Singh Talwar (DIN: 00559460) as Non-Executive Director by way of postal ballot notice dated 21 October 2022.

In terms of Section 110 and other applicable provisions of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended and guidelines prescribed by the MCA for holding general meetings/ conducting

postal ballot vide MCA Circulars, the Company provided/ offered e-voting services through KFin Technologies Limited, the Registrar and Share Transfer Agent (KFin/ RTA) to enable the shareholders to cast their votes electronically. The postal ballot notice was sent only by e-mail to all the members, whose e-mail IDs were registered with the Company/ RTA or the Depository Participants and whose names appeared in the Register of Members of the Company/ list of beneficial owners maintained by the Depositories as on Friday, 2 December 2022. The Company had also published the requisite notice in the newspapers as per the requirements of the Companies Act, 2013 and MCA Circulars issued thereunder.

The Company appointed Mr. Ashok Tyagi and Mr. Ranjeet Pandey, Company Secretary(ies) in Practice as Scrutinizers to conduct the postal ballot in a fair and transparent manner.

The scrutinizer(s) completed their scrutiny and submitted their report on 6 January 2023 and the result was announced on the same day by Mr. R.P Punjani, Company Secretary. The results were also displayed on the Companys website viz. www.dlf.in as well as on the website of KFin i.e. https://evoting.kfintech.com and at the Registered and Corporate Office of the Company, besides being communicated to the stock exchanges. During FY 2022-23, the Company passed the following special resolutions by way of postal ballots:

S.No.

Description

Votes in favour of the resolution

Votes against the resolution

No. of Votes % of Valid votes No. of Votes % of Valid votes

Postal Ballot Notice dated 21 October 2022

1.

Special Resolution for re-appointment of Mr. Vivek Mehra (DIN: 00101328) as an Independent Director, not liable to retire by rotation for a second term of 5 (five) consecutive years i.e. up to 12th February 2028. 2,01,94,09,766 88.60 25,97,26,491 11.40

2.

Special Resolution for continuation of Mr. Gurvirendra Singh Talwar (DIN: 00559460), as a Non-executive Director of the Company, liable to retire by rotation, who attained the age of 75 (Seventy Five) years on 22 March 2023. 2,14,24,61,744 94.63 12,15,81,514 5.37

No special resolution requiring postal ballot is being proposed to be conducted through postal ballot.

Disclosures

a) Material Related Party Transactions

None of the materially significant transactions with any of the related parties was in conflict with the interest of the Company. Most of the related party transactions were generally with the Companys subsidiaries and associates.

Attention is drawn to the disclosure of transactions with related parties set-out in Note 45 of the Standalone Ind AS financial statements forming part of the Annual Report.

The Board of Directors has laid down a Related Party Transaction Policy which inter-alia includes the approval matrix as per the applicable regulatory provisions and determination of materiality threshold for a Related Party Transaction. The said policy is available at https:// www.dlf.in/pdf/Related-Party-Transaction-Policy.pdf.

The Board of Directors reviews the said policy at least once every three years for any updation.

b) Dividend Distribution Policy

The Board has laid down Dividend Distribution Policy in compliance with Regulation 43A of the SEBI Listing Regulations and the same is available on the website of the Company at https://www.dlf.in/pdf/Dividend- Distribution-Policy.pdf. The Policy lays down the broad parameters and factors that will be taken into consideration by the Board of Directors of the Company for declaration of dividend.

c) Strictures and Penalties

During FY 2022-23, no strictures or penalties have been levied by the stock exchange, SEBI or any other statutory authority on any matter related to capital markets. Details of penalties/ strictures or ongoing cases pending for hearing before the Honble Supreme Court of India are given below:

A. i) The Securities and Exchange Board of India (SEBI) vide order dated 10 October 2014 restrained the Company and its officers/ certain directors from accessing the securities market and prohibited them from buying, selling, or otherwise dealing in securities, directly or indirectly, in any manner, whatsoever, for a period of three years. This order was passed pursuant to a Show Cause Notice (SCN) dated 25 June 2013 which inter-alia alleged that the Offer Documents issued by the Company at the time of its initial public offer in the year 2007 suffered from material non-disclosures and misstatements.

The Company and the said Directors filed appeals before the SEBI Appellate Tribunal (SAT). SAT, by majority order dated 13 March 2015, allowed the appeals on the ground that there was nothing that suggested that the investors were prejudiced due to non-disclosure of information by DLF. in its offer document or that such non-disclosure resulted in any benefit to DLF or its Directors in violation of the erstwhile DIP Guidelines.

SEBI filed an appeal with the Honble Supreme Court of India, which stand admitted vide order dated 24 April 2015 without granting any interim stay in favour of SEBI.

In February 2015, SEBI, in similar matters, imposed penalties upon Company, some of its directors/ officers and its three subsidiaries and their directors. The Company approached the SAT which held that the SEBI order cannot be sustained. In October 2015, SEBI filed applications before the Honble Supreme Court seeking, restraint on the Company, its promoters and/ or directors from proceeding with the sale of 159,699,999 Cumulative Compulsorily Convertible Preference Shares of DLF Cyber City Developers Limited held by the promoter group companies to third party institutional

investors. The said applications came up for hearing before the Honble Supreme Court on 4 November 2015 and the Honble Supreme Court did not pass any orders restraining the transaction and simply directed that the said applications be listed along with the appeal. The matter is pending and to be listed in due course.

ii) SEBI issued a SCN dated 28 August 2013 under Sections 15HA and 15HB of the SEBI Act and under Rule 4 of the SEBI (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules,1995 (Adjudication Rules) making allegations similar to the SCN dated 25 June 2013. The Company filed its Reply to the same opposing the allegations made against it. Similar SCNs were also issued to three subsidiaries, their directors and certain other entities.

By way of order dated 26 February 2015, the Adjudicating Officer, SEBI imposed monetary penalties upon Company, some of its Officers/ Directors, its three subsidiaries and their Directors under Section 15HA and under Section 15HB of the SEBI Act.

The Company and other parties aggrieved by the aforesaid order filed appeals before the Honble SAT against the aforesaid order dated 26 February 2015. When these appeals were listed before Honble SAT on 15 April 2015, SEBIs counsel under instructions stated that during the pendency of the said appeals, the Order dated 26 February 2015 would not be enforced. The Honble SAT vide its order passed on 25 April 2018 held that in view of Honble SATs majority decision dated 13 March 2015, the SEBI Order dated 26 February 2015 cannot be sustained.

Accordingly, the Honble SAT disposed off the appeals with a direction that these appeals, shall stand automatically revived once the Honble Supreme Court of India disposes of the civil appeals filed by SEBI against the Honble SATs judgment dated 13 March 2015.

B. The Competition Commission of India (CCI) on a complaint filed by the Belaire/ Magnolias/ Park Place owners association had passed orders dated 12 August 2011 and 29 August 2011 wherein the CCI had imposed a penalty of 63,000.00 lakhs on DLF Limited (DLF or the Company) or, restraining DLF from formulating and imposing allegedly unfair conditions with buyers in Gurugram and further ordered to suitably modify the alleged unfair conditions on its buyers.

The said orders of CCI were challenged by DLF on several grounds by filing appeals before the Competition Appellate Tribunal (COMPAT).

COMPAT vide its order dated 19 May 2014 upheld the penalty imposed by CCI.

The Company had filed an appeal in the Honble Supreme Court of India against the order dated 19 May 2014 passed by the COMPAT. The Honble Supreme Court of India vide order dated 27 August 2014 admitted the Appeal and directed the Company to deposit penalty of 63,000.00 lakhs in the Court. In compliance of the order, the Company had deposited 63,000.00 lakhs with the Honble Supreme Court of India and is continued to be shown as recoverable.

The matter is to be listed in due course.

d) Compliances

All Returns/ Reports were generally filed within the stipulated time with the Stock Exchanges/ other authorities.

e) Code of Conduct

The Company has adopted the Code of Conduct (Code) for not only ensuring compliances with the Companies Act, 2013 and rules made thereunder, the SEBI Listing Regulations and other applicable laws but goes beyond to ensure exemplary Corporate Governance practices. The Code is applicable to all the Directors and employees of the Company and its subsidiaries including senior management. The Code also includes duties of Independent Directors which inter-alia provides that the Independent Directors shall strive to attend all the meetings of the Board and the Committees on which they are members. The Code is comprehensive and ensures good governance and provides for ethical standards of conduct on matters including conflict of interest, acceptance of positions of responsibilities, treatment of business opportunities and responsibility to comply with Insider trading regulations and applicable laws and regulations. Code is available on the Companys website at https://www.dlf.in/corporate-governance-policies/ Code-of-Conduct.pdf.

All the Board Members and Senior Management Personnel have affirmed compliance to the Code for the year ended 31 March 2023.

A declaration, in terms of Regulation 26 of the SEBI Listing Regulations, signed by the CEOs and Wholetime Director(s) is stated hereunder:

We hereby confirm that:

The compliance to DLFs Code of Conduct for the FY 2022-23 was affirmed by all members of the Board and Senior Management Personnel of the Company.

f) Whistle Blower Policy/ Vigil Mechanism

The Company believes in conducting its business in a fair and transparent manner by adopting highest standards of professionalism, integrity and ethical behavior. In furtherance to the above and pursuant to Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, the Company has in place a whistle blower policy for establishing a vigil mechanism for Directors and employees to report instances of unethical and/ or improper conduct and to take suitable steps to investigate and correct the same. Directors, employees, vendors, customers or any person having dealings with the Company/ subsidiary(ies) may report non-compliance of the policy to the noticed persons.

The Directors and management personnel maintain confidentiality of such reporting and ensure that the whistle blowers are not subjected to any discrimination.

No person was denied access to the Chairman, Audit Committee during the financial year. Whistle Blower Policy of the Company is also available on the website of the Company which can be accessed at https://www.dlf.in/pdf/DLFWBP.pdf.

g) Code of Conduct to Regulate, Monitor and Report Trading by Insiders

With a view to prevent trading of securities of the Company by an insider on the basis of unpublished price sensitive information and pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has put in place the DLF Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives (the Code). The Code aims to regulate, monitor and report trading by designated persons and their immediate relatives, adherence to SEBI applicable guidelines in letter and spirit and preserving the confidentiality and preventing the misuse of any unpublished price sensitive information. The Code is also available on the website of the Company which can be accessed at https://www.dlf.in/ corporate-governance-policies/Code_for_Prevetion _of_Insider_Trading_21_december_2020(1).pdf. The Company has also received annual affirmation from the Directors regarding adherence to the Code of Conduct.

h) Corporate Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

The Company prohibits any form of sexual harassment and any such incidence is immediately investigated and appropriate action taken in the matter against the offending employee(s) based on the nature and the seriousness of the offence. The Company has in place, a corporate policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace (the Policy) and matters connected therewith or incidental thereto covering all the aspects as contained under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Sd/- Sd/-

30 June 2023

Ashok Kumar Tyagi Devinder Singh

New Delhi

CEO and Whole-time CEO and Whole-time
Director Director
(DIN: 00254161) (DIN: 02569464)

Act, 2013 (POSH). Detailed mechanism has been laid down in the Policy for reporting of cases of sexual harassment to Internal Complaints Committee comprising senior officials of the Company and an independent member from an NGO, constituted under this Policy for conducting of inquiry into such complaints, recommending suitable action during the pendency and/ or completion of the inquiry including strict disciplinary action including termination of the services etc. The Company has complied with the provisions relating to the constitution of Internal Committee under POSH. The Internal Committee comprises of internal members and external members who have extensive experience in the field. One case of sexual harassment reported in FY 2021-22, was investigated and resolved during the year. During FY 2022-23, no complaint was reported.

i) Loans and Advances

Disclosure of Loans and advances in the nature of loans to firms/ companies in which Directors are interested set-out in Note 46 of the Standalone financial statements forming part of the Annual Report.

Subsidiary Monitoring Framework

All subsidiaries of the Company are managed by their respective Boards having rights and obligations to manage such companies in the best interest of their stakeholders.

As a majority shareholder, the Company monitors and reviews the performance of each company, inter-alia, by the following means:

a) Financial Statements, in particular, the investments made by the unlisted subsidiary companies, are reviewed quarterly by the Audit Committee;

b) Utilisation of loans and/ or advances from/ investment by the holding company in the subsidiary exceeding 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/ investments, are reviewed by the Audit Committee;

c) Minutes of the Board meetings of the subsidiary companies are placed before the Companys Board, regularly; and

d) Statements containing significant transactions and arrangements entered into by the unlisted subsidiary companies are regularly placed before the Board of Directors for their review.

The Company has formulated a policy on material subsidiaries in accordance with the requirements of Regulation 16(1)(c) of the SEBI Listing Regulations. The object of the policy is to determine the material subsidiary; the requirement to appoint independent directors; restriction on disposal of shares of a material subsidiary; restriction on transfer of assets of material subsidiary; appointment of secretarial auditor by material subsidiary; and disclosure requirement under the SEBI Listing Regulations. The policy on material subsidiaries has been disclosed on the Companys website at https://www.dlf.in/pdf/Material-Subsidiary- Policy.pdf in compliance to Regulations 16(1 )(c) and 46(2)(h) of the SEBI Listing Regulations. The Company has complied with all the above-mentioned provisions of the SEBI Listing Regulations with regard to unlisted material subsidiaries. Your Company has four material unlisted subsidiaries namely, DLF Cyber City Developers Limited (Debt Listed), DLF Assets Limited, DLF Power & Services Limited and DLF Home Developers Limited. The requisite details of the material subsidiaries are given below:

S. No.

Name Date and Place of incorporation Name of Statutory Auditors Date of Appointment of Statutory Auditors

1.

DLF Cyber City Developers Limited 2 March 2006 New Delhi S.R. Batliboi & Co. LLP Date of Appointment - 28 September 2017 Re-appointed on 8 August 2022.

2.

DLF Assets Limited 10 March 2006 New Delhi S.R. Batliboi & Co. LLP Date of Appointment - 28 September 2017 Re-appointed on 8 August 2022.

3.

DLF Power & Services Limited 22 April 2016 Gurugram S.R. Batliboi & Co. LLP Date of Appointment - 28 September 2017 Re-appointed on 8 August 2022.

4.

DLF Home Developers Limited 29 December 1995 New Delhi S. R. Batliboi & Co. LLP Date of Appointment - 28 September 2017 Re-appointed on 8 August 2022.

Means of Communication

The quarterly and annual financial results and media releases on significant developments in the Company including presentations that have been made from time to time to the media, institutional investors and analysts are posted on the Companys website www.dlf.in and are submitted to the stock exchanges on which the Companys equity shares are listed, to

enable them to host the same on their respective websites.

All stock exchange disclosures and periodical compliance filings like shareholding pattern, corporate governance report, media releases, statement of investor grievance settlement among others are filed electronically on NSE Electronic Application Processing System (NEAPS) and BSE Listing Centre.

DLF ANNUAL REPORT 2022 - 23

: Corporate Governance Report

The disclosures made to the Stock Exchanges are also available on the website of the Company at https://www.dlf.in/investor.

The financial results are generally published in at least two widely circulated dailies i.e. Mint in English and Hindustan in Hindi.

Annual Report

In accordance with the provisions of the Companies (Management and Administration) Rules, 2014, the Company will provide the Annual Report containing inter-alia, Audited Standalone and Consolidated Financial Statements, Auditors Report, Boards Report including Management Discussion and Analysis Report, Business Responsibility and Sustainability Report, Corporate Governance Report including information for the Shareholders, other important information and Notice of the ensuing AGM electronically.

Annual Report is also available on the Companys website www.dlf.in.

A copy of the Chairmans Speech at the AGM will be available on the Companys website at www.dlf.in.

Reminders to Investors

Reminders for unclaimed shares and unpaid dividend were sent to the shareholders, as per the Companys records.

Web-based Grievance Redressal System

Members can access to https://karisma.kfmtech. com/ for any query and/ or grievance and may also access SEBI Complaints Redressal System (SCORES) for online viewing the status and actions taken by the Company/ Registrar and Share Transfer Agent (RTA).

Exclusive Designated e-mail id

The Company has designated a dedicated e-mail id i.e. investor-relations@dlf.in exclusively for investors servicing for faster registration of their queries and/ or grievances. All investors are requested to avail this facility.

General Shareholders Information

The Companys registered office is situated in the State of Haryana. The Corporate Identity Number (CIN) allotted to the Company by the MCA is L70101HR1963PLC002484.

a) Annual General Meeting Date: Friday, 4 August 2023 Time: 12.30 PM. (IST)

Venue: The Company would be conducting

AGM through Video Conferencing/ Other Audio Visual Means pursuant to the MCA Circular dated 28 December 2022, therefore, there is no requirement to have a venue for the AGM.

The deemed venue of the AGM shall be the registered office of the Company. For details, please refer to the Notice of this AGM.

b) Financial Calendar (tentative)

Financial Year 1 April 2023 to 31 March 2024

Approval of Quarterly Results for the quarter ending:

:Quarter ending

Tentative Timeline

30 June 2023

3rd/ 4th week of July 2023

30 September 2023

4th/ 5th week of October 2023

31 December 2023

4th week of January 2024

31 March 2024

2nd week of May 2024

c) Record Date

Friday, 28 July 2023 for payment of dividend.

d) Dividend Payment Date

On or before Saturday, 2 September 2023.

e) Listing on Stock Exchanges

(i) Equity Shares

The equity shares of the Company of the face value of 2/- each (fully paid) are listed on the following Stock Exchanges:

a) BSE Limited (BSE)

PJ. Tower, Dalal Street Mumbai - 400 001; and

b) National Stock Exchange of India Limited (NSE) Exchange Plaza, Bandra Kurla Complex,

Bandra (E), Mumbai - 400 051.

Stock Code

BSE: 532868 NSE: DLF

The Company has paid the listing fees to BSE and NSE for FY 2023-24. The Company has paid annual custody fee for FY 2023-24 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

The International Securities Identification Number (ISIN) allotted to Companys equity shares under the Depository System is INE271C01023.

Outstanding Stock Options/ Compulsorily Convertible Debentures/ Warrants

As of 31 March 2023, the Company does not have any outstanding Stock Options/ Compulsorily Convertible Debentures/ Warrants or other convertible instruments.

(ii) Debt Instruments

The Company had fully redeemed 5,000 Senior, Secured, Rated, Listed, Redeemable Rupee denominated Non-convertible Debentures (NCDs) of the face value of 10,00,000/- each aggregating to 500 crore, by exercising the option to prepay the NCDs on 24 March 2023, one year ahead of its schedule on annual interest reset date, as per the applicable provisions of the Information Memorandum read with the Debenture Trust Deed. As on 31 March 2023, the Company does not have any Outstanding Non-Convertible Debentures.

f) Stock Market Data

Month

NSE

BSE

High (?) Low (?) Volume High (?) Low (?) Volume

April 2022

407.50 361.10 9,69,54,825 407.55 361.05 36,27,342

May 2022

372.80 302.30 15,95,17,369 372.70 302.35 77,64,076

June 2022

348.85 294.70 11,84,63,142 348.50 294.75 48,96,341

July 2022

396.85 309.45 9,73,60,253 396.75 309.45 41,08,862

August 2022

392.00 360.10 8,89,35,951 391.80 360.10 47,83,868

September 2022

413.85 344.10 12,77,98,896 413.75 344.15 78,77,328

October 2022

389.60 346.00 7,93,34,751 389.30 346.10 55,81,532

November 2022

409.50 380.00 8,03,94,244 409.50 380.20 27,08,721

December 2022

418.50 355.30 8,64,86,220 418.45 355.30 31,30,875

January 2023

382.70 346.50 6,40,67,123 382.90 346.75 23,59,114

February 2023

373.15 341.30 6,47,82,870 373.00 341.40 29,86,059

March 2023

377.50 336.50 7,22,31,863 377.50 336.55 26,73,680

(Source: NSE & BSE websites)

g) Performance in comparison to BSE Sensex and NSE Nifty 50

h) Registrar and Share Transfer Agent (RTA)

KFin Technologies Limited (formerly known as KFin Technologies Private Limited), Selenium Tower B, Plot No. 31-32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500 032, Telangana, Toll Free No. 1-800-309-4001; e-mail: einward.ris@kfintech.com; Contact Person: Mr. Rajkumar Kale, Assistant Vice President; (Website: www.kfintech.com and/ or https://ris.kfintech.com/) is the Registrar and Share Transfer Agent (RTA). KFin is also the depository interface of the Company with both NSDL and CDSL.

i) Share Transfer Mechanism

SEBI, vide its notification dated 8 June 2018 mandated that the transfer of securities would be carried out in dematerialised form only w.e.f. from 1 April 2019. Accordingly, requests for effecting the transfer of physical securities shall not be processed unless the securities are held in a dematerialised form with the depository with effect from 1 April 2019. Therefore, the Registrar and Share Transfer Agent and the Company has not been accepting any request for the transfer of securities in physical form from 1 April 2019. Further, SEBI vide its Circular dated 25 January 2022, amended the SEBI Listing Regulations and mandated that transmission, transposition, Issue of duplicate securities

certificate, Claim from Unclaimed Suspense

Account, Renewal/ Exchange of securities certificate, Endorsement, Sub-division/ Splitting of securities certificate and Consolidation of securities

certificates/ folios of securities would be carried out in dematerialised form only.

Pursuant to Regulation 7(2) of the SEBI Listing Regulations, Compliance Certificate jointly signed by Compliance Officer and authorised

representative of RTA certifying compliance regarding maintenance of securities transfer facilities; certificates for timely dematerialisation

l) Distribution of Shareholding by Size as on 31 March 2023

S. No.

Category (Shares) Holders % of Total Holders Shares % of Total Shares

1.

1 - 500 4,07,339 96.49 2,45,41,988 0.99

2.

501 - 1000 7,525 1.78 57,95,876 0.23

3.

1001 - 2000 3,346 0.79 49,69,318 0.20

4.

2001 - 3000 1,109 0.27 28,37,156 0.11

5.

3001 - 4000 477 0.11 16,98,718 0.07

6.

4001 - 5000 395 0.09 18,58,578 0.08

7.

5001 - 10000 640 0.16 46,75,920 0.20

8.

10001 - 20000 390 0.09 57,40,150 0.23

9.

20001 and above 931 0.22 2,42,31,94,002 97.89

Total

4,22,152 100.00 2,47,53,11,706 100.00

of the shares as per SEBI (Depositories and Participants) Regulations, 2018; and Reconciliation of the Share Capital Audit obtained from a practicing Company Secretary have been submitted to stock exchanges within the stipulated time line.

j) Investors Relations

The investors relations function seeks to serve promptly, efficiently and with constant interface the Companys large institutional shareholder base comprising foreign institutional investors, financial institutions, banks, mutual funds and insurance companies. All queries from any shareholder are promptly attended.

The function assists the investor community in better understanding the Companys strategy, vision and long-term growth plans in order to take informed decisions on their investment.

k) Share Ownership Pattern

S.

No.

Category

As on 31 March 2023

No. of Shares held %age

1.

Promoter and Promoter Group 1,85,52,28,865 74.95

2.

Directors and their Relatives 4,67,536 0.02

3.

Foreign Institutional Investors & OCBs 36,28,75,824 14.66

4.

NRIs and Foreign Nationals 31,17,058 0.13

5.

Mutual Funds and UTI 9,17,33,690 3.70

6.

Banks, FIs, NBFCs and Insurance Companies 3,57,75,548 1.45

7.

Bodies Corporate 1,32,83,507 0.54

8.

Public 11,15,75,206 4.50

9.

Investor Education and Protection Fund 12,54,472 0.05

Total

2,47,53,11,706 100.00

Details of Top 10 Equity Shareholders as on 31 March 2023

Shareholders

31 March 2023

No. of Shares % Holding

Invesco Global Fund

6,16,91,061 2.49

SBI Mutual Fund

2,61,45,984 1.06

Government of Singapore

1,89,13,583 0.76

Stichting Depositary APG Emerging Markets Equity

1,72,14,908 0.70

Tata AIA Life Insurance Company Limited

1,38,97,218 0.56

Aditya Birla Sun Life Trustee Private Limited

1,34,62,890 0.54

Rekha Jhunjhunwala

1,33,50,000 0.54

Invesco VI. Global Fund

1,33,21,620 0.54

ICICI Prudential MF

1,28,08,385 0.52

Late Rakesh Radheshyam Jhunjhunwala

1,15,00,000 0.46

Note: Shareholding is consolidated based on Permanent Account Number of the shareholder.

m) Dematerialisation of Shares

The Equity Shares of the Company are tradable in the compulsory dematerialised segment of the Stock Exchanges and available in a depository system of NSDL and CDSL.

As on 31 March 2023, 99.98% Equity Shares were in dematerialised form and the remaining in the physical form. With persistent engagement with the investors, the Company has witnessed a consistent reduction in the number of physical shareholders.

n) Dividend History

(Rs in crore)

Financial Year

Rate (%) Amount

2018-19

100 495.06

2019-20

(Interim)

60 297.04

(Final)

40 198.03

2020-21

100 495.06

2021-22

150 742.59

o) Transfer of Unpaid/ Unclaimed Dividend Amount/ Shares to Investor Education and Protection Fund (IEPF) Authority

As per the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, dividend not encashed/ claimed by the shareholders within seven years from the date of transfer to unpaid dividend account are to be transferred to the IEPF Authority.

The IEPF Rules also mandate the companies to transfer the shares of members whose dividend remain unpaid/ unclaimed for a period of seven consecutive years to demat account of IEPF Authority. The members whose dividend/ shares are transferred to IEPF Authority, can claim their dividend/ shares from the IEPF Authority.

In view of the above, during FY 2022-23, the Company transferred an amount of 59,04,626.00 pertaining to unpaid/ unclaimed dividend for FY 2014-15 and 3,23,208 Equity Shares relating to FY 2014-15 to IEPF Authority.

Further, the Company has also transferred an amount of 69,56,000.00 pertaining to unpaid/ unclaimed dividend for FY 2015-16 and 1,37,265 Equity Shares relating to FY 2015-16 to IEPF Authority.

The Company has appointed Nodal/ Deputy Nodal Officers under the provisions of IEPF, the details of which are available on the website of the Company at https://www.dlf.in/pdf/Investor-Contacts.pdf.

Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting,

Audit, Transfer and Refund) Rules, 2016

(IEPF Rules), the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31 March 2022 on the website of the Company at https://www.dlf.in and the same can be accessed through the link: https://ris.kfmtech.com/ services/IEPF/IEPFInfo.aspx?q=3Eo135ACGFU%3d and also on the website of the MCA at https://www.iepf.gov.in. The Company has also filed necessary forms with MCA. The Members who have not encashed their dividend warrants within their validity period may write to the Company at its Registered Office or KFin Technologies Limited, Registrar and Share Transfer Agent of the Company.

: Corporate Governance Report

Given below are the dates when the unclaimed dividend is due for transfer to IEPF Authority by the Company:

Financial Year

Date of Declaration Due Date of Transfer to IEPF Authority*

2016-17

29 September 2017 31 October 2024

2017-18

(Interim)

20 March 2018 19 April 2025

(Final)

24 September 2018 29 October 2025

2018-19

30 July 2019 30 August 2026

2019-20

(Interim)

5 February 2020 11 March 2027

(Final)

23 September 2020 26 October 2027

2020-21

31 August 2021 4 October 2028

2021-22

10 August 2022 11 September 2029

* indicative date(s), actual may vary.

p) Equity Shares in Suspense Accounts

Pursuant to Part F of Schedule V of the SEBI Listing Regulations, the Company reports the following details:

Particulars

Demat

Physical

No. of

Shareholders

No. of Equity Shares No. of

Shareholders

No. of Equity Shares

Aggregate number of shareholders and the outstanding shares in the suspense accounts lying as on 1 April 2022.

7 720 2 6,000

Number of shareholders who approached the Company for transfer of shares from suspense accounts during the year.

0 0 0 0

Number of shareholders to whom shares were transferred from the suspense accounts during the year.

0 0 0 0

Aggregate number of shareholders and the outstanding shares in the suspense accounts lying as on 31 March 2023.

7 720 2 6,000

The voting rights on the shares outstanding in the suspense accounts as on 31 March 2023 shall remain frozen till the rightful owner of such shares claims the shares.

q) Outstanding GDRs/ ADRs/ Warrants or any Convertible instruments

The Company has not issued any GDRs/ ADRs and no convertible instrument is pending for conversion at the end of 31 March 2023.

r) Commodity Price Risk/ Foreign Exchange Risk and Hedging Activities

The details of foreign exchange exposure as on 31 March 2023 are disclosed in Notes to the standalone financial statements.

s) Plant Locations

The Company does not have any manufacturing or processing plants. The Registered Office of the Company is situated at Shopping Mall, 3rd Floor, Arjun Marg, Phase - I, DLF City, Gurugram -122 002, Haryana.

The Corporate Office of the Company is located at DLF Gateway Tower, R Block, DLF City, Phase - III, Gurugram - 122 002, Haryana.

t) Address for Correspondence (i) Investor Correspondence

For transmission/ transposition/ dematerialisation of equity shares, non-receipt of dividend and any other queries relating to the equity shares, Investors may write to:

KFin Technologies Limited Unit: DLF Limited

Selenium Tower B, Plot No. 31-32 Financial District, Nanakramguda Serilingampally Mandal Hyderabad - 500 032, Telangana, India Toll Free No. 1- 800-309-4001 E-mail: einward.ris@kfintech.com

Website: www.kfintech.com and/ or https://ris.kfintech. com/

Contact Person: Mr. Rajkumar Kale, Assistant Vice President, Corporate Registry

For dematerialisation of equity shares, the investors shall get in touch with their respective depository participant(s).

(ii) Any query on Annual Report

The Company Secretary

DLF Limited, DLF Gateway Tower, R Block

DLF City, Phase - III, Gurugram - 122 002, Haryana

Ph: +91 124 4396000

E-mail: investor-relations@dlf.in

u) Credit ratings

CRISIL Ratings Limited has upgraded its long-term ratings to CRISIL AA with Stable Outlook from CRISIL AA- with Positive Outlook. Further, ICRA has also upgraded its long-term ratings at [ICRA] AA with Stable Outlook from [ICRA] AA- with Positive Outlook.

Both CRISIL and ICRA have re-affirmed their ratings for short-term instruments at A1+.

v) Details of utilisation of funds raised through preferential allotment or qualified institutions placement

During FY 2022-23, the Company has not raised any amount through preferential allotment or qualified institutions placement.

Compliance Certificate from the Auditors

Certificate from the Statutory Auditors of the Company, S.R. Batliboi & Co. LLP, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under Regulations 17 to 27 and Clauses (b) to (i) and (t) of Regulation 46(2) and Paragraphs C, D and E of Schedule V of the SEBI Listing Regulations is annexed to this Report forming part of the Annual Report.

Compliance of Mandatory and Adoption of Non-mandatory Requirements

Apart from complying with all the mandatory requirements, the Company has adopted following

non-mandatory requirements as specified in Regulation 27(1) of the SEBI Listing Regulations:

(a) The financial statements of the Company, on standalone basis, are unqualified.

(b) The Internal Auditors of the Company directly report to the Audit Committee.

Certificate from CEO and Group CFO

In terms of Regulation 17(8) of the SEBI Listing Regulations, Compliance Certificate issued by CEO(s) and Group CFO is annexed to this Report.

Reconciliation of Share Capital

The certificate of Reconciliation of Share Capital Audit confirming that the total issued capital of the Company is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL, is placed before the Board on quarterly basis subsequent to its submission to the stock exchanges.

Fee to Statutory Auditors

The fee paid to the Statutory Auditors for FY 2022-23 was 307.50 lakh (previous year 274.86 lakh) including other certification fee and out-of-pocket expenses excluding taxes.

The Company and its subsidiaries have paid fees of 1,436.09 lakh including other certification fee and out-of-pocket expenses excluding taxes to the Statutory Auditors and all entities in the network firm/ network entity for FY 2022-23.

Investors

The website of the Company www.dlf.in carries information on Financial Results, Corporate Announcements, Presentations, Credit Rating and Institutional Investors/ Analysts Query, in addition to other relevant information for investors.

CHIEF EXECUTIVE OFFICER (CEO) AND GROUP CHIEF FINANCIAL OFFICER (GROUP CFO) CERTIFICATION

The Board of Directors DLF Limited

DLF Gateway Tower, DLF City Phase - III, Gurugram - 122 002

Pursuant to the provisions of Regulation 17(8) read with Part B of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby certify that:

(a) We have reviewed financial statements and the cash flow statement for the financial year 2022-23, on standalone and consolidated basis and that to the best of our knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii) these statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the financial year 2022-23 which are fraudulent, illegal or violative of the Companys code of conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness

DLF ANNUAL REPORT 2022 - 23 : Corporate Governance Report

of internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and that we have taken all necessary steps to rectify these deficiencies.

(d) We have indicated to the Auditors and the Audit Committee:

(i) significant changes, if any, in internal control over financial reporting during the Financial Year 2022-23;

(ii) significant changes, if any, in accounting policies during the Financial Year 2022-23 and that the same have been disclosed in the notes to the financial statements; and

(iii) instances of significant fraud of which we are aware and the involvement therein, if any, of the management or an employee having a significant role in the Companys internal control system over financial reporting.

12 May 2023

Vivek Anand Ashok Kumar Tyagi Devinder Singh

New Delhi

Group CFO CEO and Whole-time Director CEO and Whole-time Director
(DIN: 00254161) (DIN: 02569464)