lodha developers ltd Directors report

To the Members,

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

OVERVIEW OF OPERATIONS

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

Best ever year

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

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

In FY23, the Company continued to add new projects in the under-represented micro markets of MMR & Pune where our brand is already well recognized and also marked our foray into Bengaluru market with acquisition of our first project. Our ability of quick turnaround from land acquisition to launch of the project has made us the preferred partner for the landowners to do JDA on their land assets. This enabled the Company to add 12 new projects for 14 million square feet area amounting to nearly Rs. 200.0 Bn GDV during the year across various micro-markets of MMR, Pune & Bengaluru largely through JDAs.

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

Focusing on green growth

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

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

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

HIGHLIGHTS OF OPERATING & FINANCIAL RESULTS Operating Results

		Year ended March	Year ended March
Particulars	UoM	31, 2023	31, 2022
Pre Sales (Developable Area)	Million square feet (Mn Sq ft)	9.4	8.0
Pre Sales	Number of units	8,303	7,237
Pre Sales Value	Rs. Billion (Bn)	120.6	90.2
Collections	Rs. Billion (Bn)	106.1	86.0
Completed Developable Area	Million square feet (Mn Sq ft)	9.3	5.3
Completed units	Number of units	9,623	4,551

Financial Results

Standalone Financial Highlights

(Rs. Bn)

Particulars	FY 2022-23	FY 2021-22
Revenue from operations	87.3	83.5
Total Income	89.9	84.5
EBIDTA before exceptional items	18.4	19.6
Finance Cost	6.0	3.9
Profit Before tax	1.9	16.0
Profit for the year	3.0	11.3

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

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

Consolidated Financial Highlights

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

Rs. ( Bn)

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

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

Profit for the year was Rs. 4.9 Bn as compared to Rs. 12.1 Bn in FY22. The sharp decrease in profit was due to recognition of exceptional item pertaining to provision created for UK Loans.

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

DIVIDEND AND RESERVES

The Board of Directors at its meeting held on April 22, 2023, has recommended payment of H2/- i.e., 20% per equity share of H10/- each of the Company on pre bonus paid-up equity share capital (being adjusted proportionately after bonus allotment to H1/- i.e, 10% per equity share) aggregating to Rs. 1.0 Bn as maiden dividend for the FY23. The dividend, is subject to the approval of shareholders at the ensuing Annual General Meeting of the Company, will be paid on or after September 18, 2023. The record date for the purpose of payment of final dividend is September 08, 2023. As per the Income Tax Act 1961, dividend paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall accordingly, make the payment of the final dividend after deduction of tax at source.

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

DIVIDEND DISTRIBUTION POLICY

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

SHARE CAPITAL

Authorised share capital

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

Offer for sale by promoters / promoter group to eligible QIBs

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

Shares allotted pursuant to exercise of Stock Options

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

MAJOR CORPORATE EVENTS

Achievement of Minimum Public Shareholding

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

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

Merger Schemes

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

Debentures

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

Early redemption of Senior Notes by subsidiary

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

Credit Ratings

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

• ICRA Limited assigned a first time credit rating of ICRA A+ (Stable) for the Companys line of credit facility of Rs. 6.0 Bn.

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

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

Exceptional ESG Scores

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

Employee Stock Option Schemes

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

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

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

Issuance of Bonus Equity shares

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointments

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

Ms Harita Gupta was appointed as an Additional Director under the category of Independent Director of the Company with effect from September 20, 2022 by the Board of Directors on the recommendation of the NRC in accordance with Section 161(1) of the Act and the Articles of Association. Her appointment as an Independent Director for a period of 5 years was approved by the shareholders by postal ballot with effect from September 20, 2022.

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

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

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

Retiring by rotation

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

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

Key Managerial Personnel

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

Mr. Abhishek Lodha, Managing Director & CEO

Mr. Rajendra Lodha, Whole time Director

Ms. Raunika Malhotra, Whole time Director

Mr. Sushil Kumar Modi, Chief Financial Officer

Ms. Sanjyot Rangnekar, Company Secretary & Compliance Officer

Declarations by Independent Directors

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

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

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

Board Evaluation and familiarisation programme

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

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

BOARD COMMITTEES AND MEETINGS OF THE BOARD

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

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

SUBSIDIARIES, JOINT VENTURES, ASSOCIATES

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

Subsidiaries incorporated during FY23:

1. Bellissimo In city FC Mumbai 1 Private Limited

2. Bellissimo In city FC NCR 1 Private Limited

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

1. Anantnath Constructions and Farms Private Limited

2. Sitaldas Estate Private Limited

3. MMR Social Housing Private Limited

4. Bellissimo Estate Private Limited

5. Renovar Green Consultants Private Limited

6. Kora Constructions Private Limited

7. Luxuria Complex Private Limited

8. Odeon Theatres and Properties Private Limited

9. Palava Industrial and Logistics Park Private Limited

Subsidiaries which became joint ventures of the Company during FY23:

1. Palava Induslogic 4 Private Limited

2. Palava Induslogic 2 Private Limited

3. Bellissimo In city FC Mumbai 1 Private Limited

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

1. Bellissimo Constructions & Developers Private Limited

2. Homescapes Constructions Private Limited

3. Center for Urban Innovation Private Limited

4. Palava Institute for Advanced Skill Training Private Limited

5. Primebuild Developers and Farms Private Limited

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

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

AUDITORS & AUDITORS REPORTS Statutory Auditors

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

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

Internal Auditors

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

Secretarial Auditors

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

Cost auditors and cost audit

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

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

Reporting of Frauds by Auditors

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

RISK MANAGEMENT & ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Risk Management

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

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

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

Adequacy of Internal Financial Controls

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

Compliance Management

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

CORPORATE SOCIAL RESPONSIBILITY

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

OTHER STATUTORY DISCLOSURES Whistle Blower Policy - Vigil Mechanism

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

Annual Return

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

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

Particulars of loans, guarantees and investments

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

Related Party Transactions

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

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

Particulars of employees

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

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

Prevention of Sexual Harassment at Workplace

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

GENERAL DISCLOSURES

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

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

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

c. The Company has not accepted any deposits.

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

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

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

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

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

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

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

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

INTEGRATED ANNUAL REPORT

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE REPORT

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

DIRECTORS RESPONSIBILITY STATEMENT

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

a. in the preparation of the annual accounts for the FY ended March 31, 2023, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures thereof. b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the FY ended on that date; c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. they have prepared the annual accounts on a going concern basis; e. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively. f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and support extended by all stakeholders.

For and on behalf of the Board

Macrotech Developers Limited

Date: June 06, 2023	Mukund Chitale	Abhishek Lodha
Place: Mumbai	Chairman	Managing Director & CEO
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