Kolte Patil Developers Ltd Directors Report

To,

The Members,

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

1. Financial highlights –

H ( in Lakhs)

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

2. Performance of the Company

The key highlights of the Companys performance is as under:

Financial Overview (Consolidated Performance)

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

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

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

Increase in rental income from investment property and Aluform ;

Interest on fixed deposit ;

Dividend from associate ;

Gain on sale of investment.

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

Debentures basis Indian Accounting Standard, No

Impairment of goodwill and profit from associate on completion of the project.

Financial Overview (Standalone Performance)

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

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

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

3. Dividend

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

4. Fixed Deposits

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

5. Share Capital

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

During the year under review, there is no change in paid-up equity share capital of the Company. On 23 June 2025, your Company had issued 1,26,75,685 (One Crore Twenty Six Lakhs Seventy Five Thousand Six Hundred Eighty-Five) equity shares to BREP Asia III India Holding Co VII Pte. Ltd. at a price of H329/- per equity share aggregating to H41,703 Lakhs. Subsequently, the paid-up Equity Share Capital stood at H8,868 Lakhs, which comprises of 8,86,80,094 Equity Shares of H10 each.

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

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

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

6. Issue of Debentures

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

The outstanding amount as on 31 March 2025 is H11,579 Lakhs b. On 17 April 2023, 20,650 Senior, Secured, Listed, Rated, Redeemable, Non-convertible debentures of face value H1,00,000/- each, on a private placement basis, aggregating H206.50 Crores (Rupees Two Hundred Six Crores and Fifty Lakhs Only), were allotted to Marubeni Corporation, Japan. These debentures are listed on BSE Limited w.e.f. 19 April 2023.

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

c. On 22 December 2023, 11,090 Senior, Secured, Listed, Rated, Redeemable Non-convertible debentures of face value H1,00,000/- each, on a private placement basis, aggregating H110.90 Crores (Rupees One Hundred and Ten Crores and Ninety Lakhs Only), were allotted to Marubeni Corporation, Japan. These debentures are listed on BSE Limited w.e.f. 27 December 2023. The outstanding amount as on 31 March 2025 is H9,394 Lakhs. d. On 20 September 2024, 13,377 Series 3 fullv secured, listed, rated. redeemable, non-convertible debentures of face value of

H1,00,000/- each, on a private placement basis, aggregating H133.77 Crores (Rupees One Hundred and Thirty Three Crores and Seventy Seven Lakhs only), were allotted to Marubeni Corporation, Japan. These debentures are listed on BSE Limited w.e.f. 24 September 2024. The outstanding amount as on 31 March 2025 is H12,313 Lakhs.

7. Internal Financial Controls

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

8. Details of Subsidiary/Joint Ventures/ Associate Companies

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

Your Company entered into Share Purchase Agreement on 24 July 2024 for sale of 20% equity stake held by the Company in Snowflower Properties

Private Limited, an associate Company to Kolte-Patil Planet Real Estate Private Limited at an aggregate consideration of H838 Lakhs.

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

9. Directors and Key Managerial Personnel

Pursuant to the terms of Share Purchase Agreement and Shareholders Agreement dated 13 March 2025 executed by and between the Company, BREP

Asia III India Holding Co VII Pte. Ltd., Mr. Rajesh

Anirudha Patil, Late Mr. Naresh Anirudha Patil,

Mr. Milind Digambar Kolte, Ms. Sunita Rajesh Patil,

Ms. Vandana Naresh Patil, Ms. Sunita Milind Kolte,

Mr. Yashvardhan Rajesh Patil, Ms. Ankita Rajesh Patil, Mr. Harshavardhan Naresh Patil and Ms. Priyanjali Naresh Patil ("Agreements"), the following changes in composition of Board of Directors of the Company were took place w.e.f. 11 August 2025: a) AppointmentofMr.TuhinParikh(DIN:00544890) reporting and the as an Additional Director (Non-Executive and statements. These controls Non-Independent) who holds office up to this ensuing 34^th Annual General Meeting. The Board

. The Management has recommended his appointment as Director (Non Executive – Non Independent Director), not liable to retire by rotation. b) Appointment of Mr. Asheesh Mohta (DIN: 00358583) as an Additional Director (Non-Executive and Non-Independent) who holds office up to this ensuing 34^th Annual General Meeting. The Board has recommended his appointment as Director (Non Executive – Non Independent Director), liable to retire by rotation. c) Appointment of Mr. Mohit Arora (DIN: 08100136) as an Additional Director (Non-Executive and

Non-Independent) who holds office up to this ensuing 34^th Annual General Meeting. The Board has recommended his appointment as Director (Non Executive – Non Independent Director), liable to retire by rotation.

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

The Board also appointed Mr. Girish Vanvari (Independent-Non Executive) as Chairman of the Board of Directors of the Company w.e.f. 11 August 2025.

The revised composition of the Board is as follows:

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

Cessation of Directors during the years:

Pursuant to the terms of Share Purchase Agreement and Shareholders Agreement dated 13 March 2025 executed by and between the Company, BREP

Asia III India Holding Co VII Pte. Ltd., Mr. Rajesh

Anirudha Patil, Late Mr. Naresh Anirudha Patil,

Mr. Milind Digambar Kolte, Ms. Sunita Rajesh Patil,

Ms. Vandana Naresh Patil, Ms. Sunita Milind Kolte,

Mr. Yashvardhan Rajesh Patil, Ms. Ankita Rajesh Patil, Mr. Harshavardhan Naresh Patil and Ms. Priyanjali Naresh Patil ("Agreements"), the following directors were resigned w.e.f. 11 August 2025: a) Resignation of Mr. Milind Kolte, Whole Time Director designated as Executive Director (DIN: 00170760); b) Resignation of Mr. Yashvardhan Patil, Whole Time Director designated as Joint Managing Director (DIN: 06898270); c) Resignation of Mr. Nirmal Kolte, Whole Time Director designated as Executive Director (DIN: 05159986); d) Resignation of Mr. Achyut Watwe, Independent Director (DIN:01179251); e) Resignation of Mr. Umesh Joshi, Independent Director (DIN: 02557162); f) Resignation of Mr. Dhananjay Barve,

Independent Director (DIN:00066375).

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

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

Further, Mrs. Vandana Patil (DIN: 00588888) – Non Executive Director resigned with effect from

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

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

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

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

Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other Individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors. The Board has carried out an annual evaluation of its own performance, various committees and Individual directors.

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

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

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

Change in Key Managerial Personnel during the years:

During the year under review, Mr. Rahul Talele resigned as Group Chief Executive Officer and

Mr. Atul Bohra was appointed as Group Chief Executive Officer with effect from 14 June 2024.

Mr. Khiroda Jena was resigned as Chief Financial Officer

Prakash Porwal was appointed as Chief Financial Officer with effect from 08 October 2024.

10. Meetings of the Board of Directors

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

1)	17 May 2024
2)	24 May 2024
3)	14 June 2024
4)	09 August 2024
5)	08 October 2024
6)	12 November 2024
7)	11 February 2025
8)	13 March 2025

11. Scheme of Amalgamation and Arrangement

The Board of Directors had approved the draft scheme of amalgamation of Kolte-Patil Integrated Townships Limited (a wholly owned subsidiary of the Company) with the Company under Section 233 of the Companies Act 2013 read with Rule 25 of the Companies (Compromises. Arrangements and Amalgamations) Rules, 2015. However the application for scheme of amalgamation filed by the Company to the office of the Honble Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai ("RD") on 30 November 2024 has not been approved. Subsequently, the Board of Directors of the Company at their meeting dated 11 February 2025 have approved the draft scheme of amalgamation of Kolte-Patil Integrated Townships Limited with the Company under Section 230-232 of the Companies Act, 2013 along with other applicable previsions and the rules subject to the requisite approvals under theAct and sanction of the scheme by the National Company law Tribunal. Mumbai Bench (‘NCLT) or any other competent authority. The appointee date of the said scheme is 01 April 2024 or such other date as may be approved by NCLT or any other competent authority.

12. Statutory Auditors

The Members of the Company, at the at 32^nd Annual General Meeting held on 19 August 2023 have appointed M/s. S R B C & CO LLP, Chartered with effect from 17 August 2024 and Mr. Ravi Accountants (LLP Registration No. AAB-4318, FRN 324982E/E300003) for a firstterm of 5 (five) years from the conclusion of this 32^nd AGM upto the conclusion of 37^th AGM of the Company to be held in 2028.

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

13. Contracts or arrangements with related parties

During the year under review, all transactions/ arrangements entered by the Company with related parties were in the ordinary course of business and on an arms length basis. The details of transactions are given in the Note No 48 in Notes to Accounts forming part of the Audited Standalone Financial Statement. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link: https://rb.gy/9lntwe

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

As the Company is not engaged in the manufacturing activities, the information related to Conservation of energy, technology absorption has not be provided. The details of Foreign Exchange outgo are as follows:

(H in Lakhs)

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

15. Particulars of loans, guarantees and investments

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

16. Extract of the annual return

In accordance with Sections 92(3) read with 134(3) (a) of the Act, the Annual Return of the Company as on 31 March 2025 is available on the website of the

Company at: https://tinyurl.com/4muss87s

17. Corporate Social Responsibility (CSR)

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

18. Audit Committee

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

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

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

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

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

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

19. Vigil Mechanism for Directors and Employees

The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy in Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct whether by the Directors, employees, vendors or customers and to come forward and express these concerns without fear of punishment or unfair treatment. The report received from employees will be reviewed by Audit Committee. The Directors and Management

Personnel are obligated to maintain confidentiality of such reporting and ensure that the whistle blowers are not subjected to any discriminatory practices. No person has been denied access to the Audit Committee.

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

20.Nomination and Remuneration Committee

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

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

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

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

21. Managerial Remuneration

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

22. Employee Stock Option Scheme

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

Employees Stock Option Scheme 2021 ("ESOS 2021") of the Company in accordance with the applicable SEBI Guidelines. During the year under review, the Nomination and Remuneration Committee has granted 375,000 stock options to the eligible employees.

The applicable disclosures as stipulated under the SEBI Guidelines as on 31 March 2025 (cumulative position) with regard to the Kolte-Patil Employees

Stock Option Scheme 2021 ("ESOS 2021") are provided in Annexure V to this Report.

23.Secretarial Audit

Pursuant to Section 204 of the Companies Act

2013, the Company had appointed M/s. SVD &

Associates, Company Secretaries, Pune as its Secretarial Auditors to conduct the secretarial audit of the Company for the Financial Year 2024-25. The Report of Secretarial Auditor for the Financial Year 2024-25 is annexed to this report as Annexure VI. The Comments in Secretarial Audit Report are self-explanatory.

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

Regulations, 2015 ("Listing Regulations") as amended from time to time, the Secretarial Audit Report of material subsidiary is annexed to this report as Annexure VII and Annexure VIII.

The Board of Directors of the Company in their meeting held on 29 August 2025 has appointed M/s. Mehta & Mehta, Peer Reviewed Firm of Company Secretaries in Practice (ICSI Unique

No: P1996MH007500), as Secretarial Auditors of the Company for a period of five consecutive years commencing from FY 2025-26 till FY 2029-2030, subject to the approval of the shareholders of the

Company at the ensuing Annual General Meeting. The Board recommends their appointment.

24. Reporting of Frauds by the Auditors

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

25.Secretarial Standards

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

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

26. Corporate Governance Certificate

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

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

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

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

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

28.Risk Management Policy

The Company has constituted Risk Management Committee. As on 31 March 2025, the Risk Management Committee comprising 6 members, in which 3 members are Independent Directors. Further, on 11 August 2025, due to the change in the composition of the Board, the composition of the Risk Management Committee was revised which is as under:

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

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

29. Directors Responsibility Statement

Your Directors state that: a) in the preparation of the annual accounts for the year ended 31 March 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 of the Company March 2025 and of the profits for the year ended on that date; c) the Directors have taken proper and careforthemaintenanceofadequateaccounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts on a ‘going concern basis; e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

30.Managements Discussion And Analysis Report

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

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

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

Status of Complaints received during the year under review:

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

NIL NIL NIL

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

32.Disclosure of compliance under Maternity

Benefits Act, 1961

The Company has duly complied with the provisions of the Maternity Benefits have been provided to the eligible employees of the Company.

33.Dividend Distribution Policy

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

34.Credit Rating

The Company has obtained credit rating from CRISIL, which is as follows: a) CRISIL AA-/Stable for the bank facilities of H695

Crores (Long Term) and CRISIL A1+ for the bank facilities of H105 Crores (Short Term). b) CRISIL AA-/stable for Non-Convertible

Debentures of H206.50 Crores. c) CRISIL AA-/stable for Non-Convertible

Debentures of H113.65 Crores. d) CRISIL AA-/stable for Non-Convertible

Debentures of H134.2 Crores.

35. Maintenance of cost records

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

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

36.Other Disclosures

During the year under review:

no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company and or its operations in future; no proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution; no shares with differential voting rights and sweat equity shares have been issued; there has been no change in the nature of business of the Company.

37. Other Financial Disclosures:

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

Annual Report.

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

38.Acknowledgements

Your Directors take this opportunity to thank customers, investors, vendors, Central and State Governments, business associates and bankers for their consistent support and co-operation to the Company. Your Directors take this opportunity to thank all the employees who have helped for sustained excellence in performance of the Company. Finally, the Directors would like to convey their gratitude to the members for reposing their confidence its management.

For and on behalf of the Board of Directors
Girish Vanvari	Rajesh Patil
Chairman	Managing Director
DIN: 07376482	DIN: 00381866
Date: 29 August 2025
Place: Pune