Lodha Developers Ltd Directors Report

To the Members,

The Directors are pleased to present the 31 st Annual Report (and the 5 th Integrated Report) on the business and operations of the Company alongwith the audited financial statements for the financial year ended March 31, 2026.

Company Overview

We are among Indias leading real estate developers, with a strong brand presence across the luxury, premium and mid-income housing segments. Our operations span nearly 40 locations across three of Indias largest real estate markets: the Mumbai Metropolitan Region (MMR), Pune and Bengaluru, with plans to start operations in the NCR market in FY27. While residential development remains our core focus, we are also leveraging our development expertise to build annuity income streams through select retail and office leasing, industrial and warehousing assets and a data centre park at Palava.

Scaling new heights

FY26 marked another milestone year for the Company, reinforcing our belief that the ongoing housing upcycle in India is both, structural and long term in nature. This transformation is underpinned by Indias transition from a low-income to a mid-income economy, a shift that has significantly enhanced affordability and ignited strong cultural aspirations for home ownership across a broadening demographic. Building on the momentum of the previous year, the Company achieved its highest-ever pre-sales of H205 Bn, representing a 16% Y-o-Y growth. FY26 also marked the 5 th anniversary of our listing, a period which saw us deliver a stellar 28% pre-sales CAGR, cementing our position as a high-growth leader in Indian real estate. Collections remained strong at H151.6 Bn, up 5% YoY. We further strengthened our development pipeline by adding 12 projects with an aggregate Gross Development Value (GDV) of ~ H600 Bn. Despite substantial investment toward growth, our balance sheet remained resilient, with net debt at H53.8 Bn and 0.23x of equity, well below our internal threshold of 0.5x. The Company did not receive any government financial assistance during the year.

Our operational footprint expanded into eight new locations. Key launches included Lodha Alibaug, Lodha Elan, Lodha Aureus, and Lodha Sovrano in MMR, Lodha Heaven and Lodha Elanza in Bengaluru and Lodha Camelot and Lodha Sylvan in Pune.

Our strategic roadmap remains focused on delivering predictable and sustainable financial performance, targeting a PAT CAGR of ~ 20% alongwith healthy returns on equity, while maintaining prudent leverage levels. This vision is anchored on four strategic pillars:

1. Granular growth driven by superior talent and execution

2. A super-market approach to market expansion

3. A phased, low-risk strategy for entry into new cities

4. Low-risk scale up of annuity income streams

To ensure long-term resilience, we employ a super-market chain model by developing strategically positioned, non-competing projects every 2–4 kilometres within our core urban markets, we reduce dependence on any single project or micro-market, ensuring diversified, stable and predictable growth and positions us to capture a meaningful long-term market share in these cities. Our ability to rapidly launch projects post land acquisition or tie-ups has strengthened our position as the partner of choice for landowners, driving a strong and consistent pipeline of land tie-up opportunities. This capability was a key contributor in adding ~ H 600 Bn in GDV during FY26.

During the year, we delivered ~ 6,373 homes to customers. We anticipate a significant acceleration in deliveries during FY27 as construction scales across our portfolio.

Operating Highlights

		Year ended	Year ended
Particulars	UoM
		March 31, 2026	March 31, 2025
Pre-sales value	In H Bn	205.3	176.3
Pre-sales (Developable Area)	Mn Sq ft	11.4	9.5
Embedded EBITDA margin	%	33.0	33.0
Collections	In H Bn	151.6	144.9
Completed units	Number of Units	6,373	6,793

Financial Highlights

	Standalone		Consolidated
Particulars
	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from operations	145.4	133.1	166.8	137.8
Total Income	154.2	137.4	171.2	141.7
EBIDTA before exceptional items	38.7	37.4	49.2	39.9
Interest	7.5	6.6	6.6	5.5
Profit before tax	36.7	32.3	43.7	35.6
Profit for the year	29.2	24.2	34.3	27.7

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

The Audited Consolidated Financial Statements for FY26 have been prepared in accordance with Indian Accounting Standards (Ind AS)

- 110 on Consolidated Financial Statements read with Ind AS-28 on Investments in Associates and Joint Ventures, notified under the Companies Act, 2013 (the Act), read with the Indian Accounting Standards Rules as applicable and same are in compliance with the Act.

Change in name of the Company

The name of the Company was changed from Macrotech Developers Limited to Lodha Developers Limited with effect from June 16, 2025.

Transfer to Reserves

The Company has not transferred any amount to General Reserves during FY26. As at March 31, 2026, the Reserve and Surplus comprising Retained Earnings, Securities Premium Reserve and Share Based Payment Reserve stood at H208.6 Bn.

Share Capital

The authorised capital of the Company as on March 31, 2026, was H 13,078 Mn, divided into 1,29,51,35,750 equity shares of H 10 each aggregating to H 12,951 Mn and 1,27,06,250 Preference Shares of H 10 each aggregating to H 127 Mn.

During the year, the Company allotted 13,46,255 equity shares of H 10 each, pursuant to exercise of stock options granted under the Companys ESOP schemes. The issued and paid-up share capital of the Company as on March 31, 2026 was H 9,989 Mn, divided into 99,89,15,116 fully paid-up equity shares of face value of H 10 each.

Dividend

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations) the Board of Directors of the Company

(the Board) has adopted a Dividend Distribution Policy which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to shareholders and/or retaining profits earned by the Company. The Policy is available on the Companys website at www.lodhagroup.com/investor-relations. The Board has recommended a final dividend of H 4.25 (i.e. 42.5%) per equity share of face value H 10 each for FY26. The proposed final dividend pay-out will amount to H 4.24 Bn. The payment of final dividend is subject to the approval of shareholders at the 31 st Annual General Meeting (AGM) and will be paid on or after Monday, August 17, 2026. The record date fixed for determining the entitlement of Members for payment of dividend is Friday, August 7, 2026. In view of the applicable provisions of Income Tax Act, dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. Accordingly, your Company shall make the payment of the final dividend after deduction of tax at source.

Key Developments

The Honble National Company Law Tribunal, Mumbai Bench (NCLT), vide order dated May 9, 2025, approved the Scheme of Merger by Absorption of One Place Commercials Private Limited and Palava City Management Private Limited (both wholly owned subsidiaries) with the Company, under Sections 230 to 232 and other applicable provisions of the Act. The scheme was made effective from May 15, 2025. The Company has filed a Scheme of Merger by Absorption of National Standard (India) Limited and Roselabs Finance Limited (both listed subsidiaries of the Company), with the Company with the NCLT on June 11, 2026, under Sections 230 to 232 and other applicable provisions of the Act.

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

Credit Ratings

During the FY26, our long-term ratings were reaffirmed at AA with stable outlook by three rating agencies.

Sr
	Rating agency	Rating
No
1.	CRISIL Ratings Limited	Long term rating reaffirmed at CRISIL AA (Stable)
		Short term rating reaffirmed at CRISIL A1+
2.	ICRA Limited	Long term rating reaffirmed at ICRA AA (Stable)
		Short term rating reaffirmed at ICRA A1+
3.	India Ratings & Research Private Limited	Long term rating reaffirmed at IND AA (Stable)
		Short term reaffirmed at IND A1+

ESG Ratings

Our unwavering commitment to sustainable development is validated by premier global benchmarks. We featured in the S&P Global Sustainability Yearbook 2026 for the 3 rd consecutive year, with strong performance among the global real estate sector. We also maintain our positions in the S&P Global Best In Class and FTSE4Good indices, alongside a resilient A rating from MSCI ESG. Complementing these benchmarks, our certification as a Great Place to Work ensures our internal organisational culture matches our rigorous external standards.

Debentures

The Company issued Senior, Secured, Redeemable, Listed, Rated Non-Convertible Debentures (NCDs) aggregating to H 24.5 Bn during FY26. The NCDs are listed on the wholesale debt market segments of BSE Limited and National Stock Exchange of India Limited. The Company has redeemed NCDs aggregating to H 3.8 Bn. The NCDs outstanding as on March 31, 2026 aggregate to H 26.1 Bn.

Employee Stock Option Schemes

Your Company has instituted a robust long-term incentive framework to attract, retain and motivate high-performing talent. By aligning employee rewards with business goals, this framework fosters sustained contribution to overall corporate growth and profitability.

The Company has implemented two Employee Stock Options schemes, viz Lodha Developers Limited Employee Stock Option Scheme 2021 (ESOP Scheme 2021) and the Lodha Developers Limited Employee Stock Option Scheme 2021-II (ESOP Scheme 2021-II) (ESOP Schemes), administered and monitored by the Nomination and Remuneration Committee (NRC). Both ESOP schemes are in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 (SBEB Regulations 2021). A certificate from the Secretarial Auditor with respect to implementation of Companys ESOP Schemes, will be available for inspection by the members, at the ensuing AGM. Details of ESOPs granted and vested are available in notes to the Standalone financial statements. The ESOP Schemes and the disclosures required under the SBEB Regulations 2021, with respect to the ESOP Schemes, are available on the Companys website at www.lodhagroup.com/ investor-relations.

Directors and Key Managerial Personnel

Our Board is an optimum mix of Executive, Non-Executive, Independent and Women Directors and conforms to the provisions of the Act, Listing Regulations and other applicable regulations. As on March 31, 2026, the Board had eight directors, out of which three are executive directors (including one promoter director), one is a non-executive, non-independent director and four are independent directors (including one woman director). The Chairman of the Board is an Independent Director. Appointment/ re-appointment of all directors is subject to periodic approval of the shareholders. The Company does not have any permanent Board seat.

In the opinion of the Board, all the board members possess the requisite qualifications, experience, expertise, proficiency and hold high standards of integrity.

Appointment & re-appointment of Directors

Mr Akhil Gupta was appointed as an Independent Director for a first term of five consecutive years from April 24, 2026 to April 23, 2031, by the Board on recommendation of the NRC on April 24,2026 and by the shareholders on May 28, 2026.

Mr Lee Polisano was reappointed as an Independent Director for a second term of five consecutive years from July 30, 2026 to July 29, 2031, by the Board on recommendation of the NRC on April 24,2026 and by the shareholders on May 28, 2026. As per the Listing Regulations, with effect from April 1, 2019, no listed company shall appoint or continue the appointment of a Non-Executive Director, who has attained the age of 75 years, unless a special resolution is passed to that effect. Mr Rajinder Pal Singh, non- executive director will attain the age of 75 years in October 2026. Resolution seeking his continuation as Non-Executive Director, for a period of three years from August 14, 2026 to August 13, 2029, forms part of the notice of the ensuing AGM.

Mr Shaishav Dharia, Whole-Time Director is liable to retire by rotation at the ensuing AGM and being eligible offers himself for re-appointment. The Board on the recommendation of the NRC has recommended his reappointment at the ensuing AGM.

Relevant details with respect to their experience, attributes, skills, directorships held in other companies and committee memberships, etc., as stipulated under the Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, form part of the notice of the ensuing AGM.

Cessation of Directors

Mr Ashwani Kumar ceased to be a director upon completion of his first term as Independent Director on April 7, 2025. Ms Raunika Malhotra ceased to be a director upon completion of her term on June 25, 2025. The Board places on record its sincere appreciation for the valuable contribution made by them during their tenure.

Mr Rajendra Lodha was found guilty of misconduct under the Companys Ethics Policy. He tendered his resignation as Wholetime Director and Promoter of the Company with effect from August 17, 2025, at the request of the Company. He was also reclassified from promoter group category to public shareholder category, in accordance with Regulation 31A of the Listing Regulations with effect from October 24, 2025.

Key Managerial Personnel

Mr Abhishek Lodha, Managing Director, Mr Shaishav Dharia, and Mr Sushil Kumar Modi, Wholetime Directors, Mr Sanjay Chauhan, Chief Financial Officer and Ms Sanjyot Rangnekar, Company Secretary & Compliance Officer are the KMPs of the Company in terms of Section 203 of the Act, as on March 31, 2026. There were no changes in the KMPs during FY26, except as stated above.

Declarations by Independent Directors

The Company has received declarations from all independent directors confirming that (i) they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations; (ii) they are not disqualified from being appointed as directors in terms of Section 164 of the Act; (iii) they are not debarred from holding office of director pursuant to any order of SEBI, MCA or any such other statutory authority; and (iv) they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. They have also confirmed that they have successfully registered in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs and that there has been no change in the circumstances affecting their status as Independent Directors of the Company. The Board of Directors of the Company have taken on record the aforesaid declaration and confirmation submitted by the Independent Directors. In the opinion of the Board, the Independent Directors fulfil the conditions specified in the Listing Regulations and are independent of the management.

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

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

Board Evaluation

The Board carries out an annual evaluation of its own performance, board committees and individual directors, pursuant to the provisions of the Act and the Listing Regulations. The Board evaluation for FY26 was conducted online by a leading consulting firm to ensure confidentiality and credibility of the process. All Directors participated in the performance evaluation process. The results of evaluation were discussed in the NRC and Board meeting held on April 24, 2026. Further details are provided in the Corporate Governance Report which forms part of this Integrated Report.

Familiarisation Program for Directors

The Company has established a comprehensive induction and familiarisation programme designed to orient new directors and ensure their continued effectiveness. This program includes site visits and interactions with senior management, enabling new directors to gain first-hand knowledge of the Companys operations, strategy, market standing and organisational structure. Further details are provided in the Corporate Governance Report which forms part of this Integrated Report.

Meetings of the Board

Ten Board meetings were held during the year. The necessary quorum was present for all the meetings. The maximum interval between two Board meetings did not exceed 120 days. For details of meetings and composition of the Board and Board Committees, please refer to the Corporate Governance Report, which forms part of this Integrated Report.

Board Committees

In compliance with the statutory requirements and best practices, the Board has constituted various committees viz. Audit Committee, NRC, CSR Committee, Risk Management Committee and Stakeholders Relationship Committee. The Company has also constituted three operating/ special purpose committees viz. Executive Committee, ESG Committee and Committee for Fund Raise. All the recommendations made by all Board Committees, including the Audit Committee, were accepted by the Board. Further details are provided in the Corporate Governance Report which forms part of this Integrated Report.

Subsidiaries, Associates and Joint Ventures

As on March 31, 2026, your Company has 19 subsidiaries and 6 associates and joint ventures. The following developments took place with regards to subsidiaries, associates and joint ventures during the year: a. Bellissimo Developers Private Limited (formerly known as Chaithanya Bilva Private Limited), Bellissimo Infratech Private Limited (formerly known as Solidrise Realty Private Limited) became subsidiaries of the Company with effect from October 13, 2025 and February 16, 2026, respectively. b. Opexifi Services Private Limited, One Box Warehouse Private Limited and Janus Logistics and Industrial Parks Private Limited became joint ventures of the Company with effect from June 23, 2025.

c. One Place Commercials Private Limited and Palava City Management Private Limited ceased to be subsidiaries upon merger with the Company, with effect from May 15, 2025. d. Brickmart Constructions and Developers Private Limited ceased to be a subsidiary of the Company upon merger with V Hotels Limited, with effect from September 30, 2025.

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

In accordance with the provisions of Section 136 of the Act, financial statements of the subsidiaries are available on the website of the Company at www.lodhagroup.com/investor-relations.

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

Auditors and Auditors Reports

Statutory Auditors

M/s MSKA & Associates LLP, Chartered Accountants (Firm Registration No. 105047W were reappointed as Statutory Auditors of the Company for a second term of five years at the 26 th AGM held on September 3, 2021 and hold office till the conclusion of the ensuing AGM. The Statutory Auditors report for FY26 does not contain any qualifications, reservations, adverse remarks or disclaimer.

The term of M/s. MSKA.& Associates LLP, Statutory Auditors of the Company expires at the conclusion of the 31 st AGM. The Board of Directors, at its meeting held on March 30, 2026, based on recommendation of the Audit Committee, has recommended the appointment of M/s Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), as Statutory Auditors of the Company, for a term of 5 (five) consecutive years from the conclusion of the 31 st AGM till the conclusion of the 36 th AGM to be held in FY31. Accordingly, an Ordinary Resolution, proposing appointment of M/s Walker Chandiok & Co. LLP, as the Statutory Auditors of the Company for a term of five consecutive years pursuant to Section 139 of the Act, forms part of the 31 st AGM Notice. The Company has received written consent and a certificate that M/s. Walker Chandiok & Co. LLP satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

M/s Walker Chandiok & Co. LLP is a firm of Chartered Accountants registered with the Institute of Chartered Accountants of India, Public Company Accounting Oversight Board and empanelled with Comptroller and Auditor General of India. The firm was established in the year 1935 and its registered office is situated at New Delhi with nineteen other offices across major cities in India. It has eighty-seven partners. It has a valid peer review certificate and is one of Indias leading audit firms providing audit and assurance services to several large companies including some of the top one hundred listed entities in India.

Secretarial Auditors

M/s GDR & Partners LLP, Company Secretaries (ICSI Unique Number: L2024KR016500 / Peer Review No. 6014/2024), were appointed as Secretarial Auditors for a first term of five consecutive years commencing from FY26. The Secretarial Audit report for FY26 does not contain any qualification, reservation, disclaimer or adverse remark. Further, in terms of the regulatory requirements, M/s GDR & Partners LLP has issued the Annual Secretarial Compliance Report for FY26, confirming compliance by the Company of the applicable SEBI regulations and circulars/guidelines issued thereunder. The Secretarial Audit Report is annexed as Annexure 2 to this report.

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

Cost Auditors

The Company maintains cost records as prescribed by the Central Government under Section 148 of the Act, read with the rules made thereunder. The Board, on the recommendation of the Audit Committee, had reappointed D. C. Dave & Co, Cost Accountants as Cost Auditors, for FY26. The Cost Audit report for FY26 does not contain any qualification, reservation, disclaimer or adverse remark. The Board, on the recommendation of Audit Committee, has reappointed D. C. Dave & Co, Cost Accountants as Cost Auditors of the Company for FY27. In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, remuneration payable to the Cost Auditors has to be ratified by the shareholders. Accordingly, the Board recommends the same for approval by shareholders at the ensuing AGM.

Internal Auditors

The Company has an Internal Audit department which is led by the Chief Internal Auditor. The scope of internal audit is based on an internal audit plan approved annually by the Audit Committee. The internal auditor makes quarterly internal audit presentations to the Audit Committee. Further details are provided in the Management Discussion & Analysis which forms part of this Integrated Report.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors have filed a report under Section 143(12) of the Act in Form ADT-4, with the Central Government, as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014. The Management is of the opinion that no material adjustments to the financial statements are required. Further details regarding the same are provided in Note 59 to the Standalone Financial Statements.

During the year under review, neither the Secretarial Auditor nor the Cost Auditor has reported any instance of fraud to the Audit Committee or the Board under Section 143(12) of the Act.

Risk Management

Effective risk management is a foundational pillar of our corporate governance. We view the proactive management of risk not merely as a compliance exercise, but as a daily responsibility essential to maintaining the enduring trust of our stakeholders. Our Enterprise Risk Management (ERM) framework is built upon stringent oversight, standardised processes, and an institutionalised culture of accountability. Designed to identify, assess, and mitigate both existing and emerging risks, the framework ensures our business objectives remain resilient. It defines our risk appetite and provides clear guidelines for managing risk across the entire organisation.

By systematically addressing potential threats and implementing robust mitigation strategies, we ensure organisational agility and optimal resource allocation in a dynamic environment. Oversight is provided by our Risk Management Committee, comprising Board members and key executives, who identify and evaluate both risks and opportunities. Further details on our ERM Framework are provided in other parts of this Integrated Report.

Adequacy of Internal Financial Controls

The Company maintains a robust internal financial control framework, commensurate with the size, scale and complexity of its operations. These systems provide reasonable assurance regarding the reliability of financial and operational reporting, compliance with applicable statutes and policies, safeguarding of assets and the prevention and detection of fraud and errors. The Board periodically reviews these internal policies, and the Directors Responsibility Statement confirms the adequacy of such controls. Effectiveness is continuously assessed through management reviews, functional monitoring and rigorous testing during internal and statutory audits. Furthermore, the Statutory Auditors, conducted an independent evaluation of our Internal Controls over Financial Reporting and expressed an unqualified opinion, confirming that these controls were both adequate and operating effectively as of FY26. Further details are provided in the Management Discussion & Analysis which forms part of this Integrated Report.

Compliance Management

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

Our Sustainability Journey

Environmental, Social, and Governance (ESG) principles are integral to how we create lasting value for our stakeholders. Guided by the ESG Committee, our sustainability strategy focuses on identifying material climate-related risks and opportunities, setting ambitious targets and benchmarking performance against global standards.

Building upon a foundation of sustained effort, our operational Scope 1 and 2 emissions have remained carbon neutral since March 2024. Our broader pathway to net-zero by 2050 is validated by the Science Based Targets initiative (SBTi), providing an externally accountable framework for the decades ahead. We systematically decarbonise the built environment across multiple fronts including, lowering the embodied carbon of materials, optimising passive design to reduce baseline energy needs, maximising equipment efficiency, expanding clean energy access and supporting clean mobility infrastructure. Our certified green portfolio now stands at ~72.5 Mn Sq ft, with a further 35 Mn Sq ft moving through certification, positioning us among the largest such portfolios in the country. Renewable energy capacity is ~10 MW operational across on-site generation and open access, with another 7 MW contracted and progressing toward deployment. To drive fundamental, industry-wide shifts, we continue to collaborate with key strategic partners. Alongside the RMI India Foundation and the Building Materials and Technology Promotion Council (BMTPC), we supported the Green Steel Buyers Platform to accelerate the adoption of low-carbon steel. This collective work was formally acknowledged as a core contribution to NITI Aayogs report on net-zero buildings. The Lodha Foundation remains the primary engine for our applied research. In collaboration with the RMI India Foundation, we field-tested next-generation, high-efficiency air conditioning, while our UrjaAnk programme, Indias first residential energy behaviour study is generating household-level data at Palava City to help shape national energy performance standards. We also commissioned detailed climate risk modelling across a 75 sq km catchment area near Mumbai, stress-testing a range of land-use and climate scenarios at a level of granularity still uncommon in Indian urban planning. Concurrently, our nature-based cooling work at Palava continues to demonstrate how dense urban areas can remain liveable as ambient temperatures rise. We are also working with leading institutions to develop advanced water circularity and air quality solutions for sustainable urbanisation. All this work will remain entirely open-source, sharing case studies and key learnings so that developers and municipal authorities across urbanising India can build upon this knowledge.

Corporate Social Responsibility (CSR)

Our purpose is to harness our capabilities to bolster Indias economic strength, contributing to the nations transformation into a developed economy by 2047. We are committed to driving far-reaching social impact through both our core business operations and our philanthropic endeavours. Currently, our initiatives focus on education of gifted individuals, innovation, community development and sustainability. These initiatives will be spearheaded by the Lodha Charitable Trust, the philanthropic arm of the Group, under the Lodha Foundation brand. A brief outline of the CSR policy of the Company and the CSR activities taken up during the year are set out in Annexure 6 to this report. The CSR policy is available on the Companys website at www.lodhagroup. com/investor-relations. Further details on the CSR Committee and initiatives are provided in other parts of this Integrated Report.

Vigil Mechanism

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

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return for FY26, in Form MGT-7 is available on the Companys website at www.lodhagroup.com/investor-relations.

Particulars of loans, guarantees and investments

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

Related Party Transactions

The Company has put in place a comprehensive and well-defined governance framework for overseeing related party transactions (RPTs). The framework reflects the Companys commitment to transparency, fairness and safeguarding stakeholder interests. The Audit Committee plays a pivotal role in the RPT governance process. In addition to prior approval and review of each RPT and/or subsequent modification thereof, the Audit Committee undertakes a quarterly review of actual RPTs to ensure they remain in compliance with internal policies and regulatory requirements. The Company has in place a detailed Policy on Related Party Transactions (RPT Policy) which, inter-alia, covers regulatory framework around RPTs, robust RPT governance process etc. The RPT Policy is available on the Companys website at www.lodhagroup.com/ investor-relations.

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. Necessary disclosure in form AOC-2 is given in Annexure 3 of this report. Disclosures pursuant to para A of Schedule V of the Listing regulations form part of the Standalone Audited Financial Statements for FY26.

Particulars of Employees

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

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

Prevention of Sexual Harassment at the Workplace

In compliance with the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act 2013, the Company has adopted a detailed policy and has constituted an Internal Complaints Committee (ICC) for providing a redressal mechanism pertaining to sexual harassment at the workplace where any such incident can be reported to the ICC as per the process defined under the policy. During the FY 26, status of cases reported with respect to sexual harassment at the workplace is as follows:

	Received	Disposed	Pending at
Opening balance	during the	during the	the end of the
	year	year	year
Nil	1	-	1*

*Disposed in May26.

Further details regarding the policy are provided in the Corporate Governance Report and the Business Responsibility & Sustainability Report, which form part of this Integrated Report.

General Disclosures

Your Directors state that for FY26, 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, 2026 and the date of this report.

c. The Company has not accepted any deposits within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014. d. No significant or material orders were passed by the Regulators/ Courts/Tribunals which impact the going concern status and 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 the Investor Education and Protection Fund under section 125 of the Act. i. No petition/ application has been admitted under Insolvency and Bankruptcy Code, 2016, by the National Company Law Tribunal. j. There were no instances of one-time settlement with any bank or financial institution. k. The Company has complied with the provisions of the Maternity Benefit Act, 1961.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

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

Integrated Reporting

The Company continues with its integrated reporting journey, aligning with its philosophy of being a transparent and responsible corporate citizen. Our 5 th Integrated Report is guided by the principles of International Integrated Reporting Framework developed by the International Integrated Reporting Council (now consolidated into IFRS Foundation) and reflects the key actions taken by the Company towards long-term sustainability and stakeholder value creation. The Board acknowledges its responsibility for the integrity of the report and the information contained therein.

Management Discussion and Analysis

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

Corporate Governance Report

The Corporate Governance Report, pursuant to the requirements of Regulation 34 of the Listing Regulations, forms part of this Integrated Report. A certificate from M/s GDR & Partners LLP, Company Secretaries, Secretarial auditor, confirming compliance of conditions of Corporate Governance during FY26, as stipulated under the Listing Regulations, is annexed as Annexure 7 to this Report.

Business Responsibility and Sustainability Report

The Business Responsibility & Sustainability Report on initiatives taken from an environmental, social and governance perspective in the prescribed format, along with the assurance statement on BRSR Core issued by an Independent consultant, DNV Business Assurance India Private Limited forms part of this Integrated Report.

Directors Responsibility Statement

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Act, your Directors confirm that: a. in the preparation of the annual accounts for the financial year ended March 31, 2026, 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, 2026 and of the profit of the Company for the financial year ended on that date; c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. they have prepared the annual accounts on a going concern basis; e. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgement

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

Annexure 1

Salient Features of the Nomination & Remuneration Policy

1. Objectives of the policy

To set out the criteria for identifying persons who are qualified to become Directors and persons who may be appointed in Senior Management and Key Managerial positions, including their remuneration.

2. Criteria for appointment of Directors, KMP and Senior Management Personnel a. The NRC shall ascertain the integrity, qualification, expertise and experience of the person identified for appointment as Director, KMP or Senior Management and recommend his/her appointment to the Board. b. The candidate should possess impeccable reputation for integrity, deep expertise and insights in sectors / areas relevant to the Company, ability to contribute to the Companys growth.

3. Additional criteria for proposed directors a. Should be eligible for appointment as a Director on the Board and should not be disqualified in terms of Section 164 and other applicable provisions of the Act and the Listing Regulations. b. Should have attained minimum age of 25 years. c. Should not hold directorship in more than twenty companies (including private and public limited companies) or ten public limited companies incorporated in India of which not more than seven shall be Indian listed companies. d. Should be able to devote sufficient time and efforts in discharge of duties and responsibilities effectively. e. Re-appointment/ extension of term of any Board members shall be on the basis of their performance evaluation.

4. Additional criteria for independent directors a. Should meet the baseline definition and criteria of independence as set out in Section 149 of the Act and the Listing Regulations. b. Should not hold the position of Independent Director in more than seven Indian listed companies and if serving as Whole-time Director in any Indian listed company then in not more than three Indian listed companies. c. Should not hold any Board/ employment position with a competitor. The Board may waive this requirement at its discretion.

5. Remuneration to Executive Directors a. Remuneration to Executive Directors shall be in accordance with the provisions of the Act and the rules made thereunder. b. Increments may be recommended by the NRC to the Board which should be within the limits approved by the shareholders. c. Executive Directors shall not be entitled to sitting fees for attending meetings of the Board and its committees.

d. If in any three financial years during the tenure of the director, the Company has inadequate profits / losses, the Board may on the recommendation of the NRC and subject to approval of the shareholders, pay minimum remuneration to the Director in terms of Schedule V of the Act.

6. Remuneration to Independent Directors a. Independent Directors shall be entitled to sitting fees and / or commission as may be approved by the Board from time to time. The NRC shall recommend to the Board the quantum of commission for each director based on the outcome of the evaluation process, including factors relating to attendance and time spent in the Board and committee meetings, individual contribution at meetings and contributions made by directors other than in meetings. b. The Company may pay a fair and reasonable expenditure, as may have been incurred by the director while performing his role as a director of the company, in addition to sitting fees and commission. c. Independent directors shall not be entitled to any stock options. d. The remuneration payable shall be inclusive of any remuneration payable for services rendered by such Director in any other capacity unless the services rendered are of a professional nature and the Committee is of the opinion that the Director possesses requisite qualification for the practice of the profession. e. Where in any three financial years during the tenure of a director, the Company has inadequate profits / losses, the Board may on the recommendation of the NRC and subject to approval of the shareholders, pay remuneration to a director in terms of Schedule V of the Act.

7. Remuneration to Key managerial personnel (other than Executive Directors), Senior Management and other employees a. The remuneration to key managerial personnel and senior management shall be sufficient to attract and retain talented and qualified individuals suitable for a role. b. Senior Management shall be assigned grades according to their qualifications, work experience and competencies and their role and responsibility in the organisation. Individual remuneration shall be based on various factors such as job profile, skill sets, seniority, experience, performance and other benchmarking parameters. c. Remuneration to key managerial personnel shall be a balance of fixed and a performance linked variable pay component as per the company policies. The performance linked variable pay shall be linked to individual and business performance. They shall also be entitled to annual increments which shall be reviewed and approved by the NRC annually. Additionally, they may be paid / offered other benefits / perquisites, housing grants and ESOPs as per Company policies.

8. Policy implementation

The NRC is responsible for recommending the remuneration policy to the Board. The Board is responsible for approving and overseeing implementation of the remuneration policy.

Annexure 2

Form No. MR 3

SECRETARIAL AUDIT REPORT

For the financial year ended 31 st March 2026

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

Lodha Developers Limited

(Formerly known as Macrotech Developers Limited) (CIN-L45200MH1995PLC093041) 412, Floor - 4, 17 G, Vardhaman Chamber, Cawasji Patel Road, Horniman Circle, Fort, Mumbai, Maharashtra, India, 400001

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by LODHA DEVELOPERS LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended March 31, 2026 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended March 31, 2026 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder; (iii) The Depositories Act, 1996 and the regulations and bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (Foreign Direct Investment and External Commercial Borrowings are not applicable to the Company during the Audit Period)

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):- a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; which is not applicable to the Company during the Audit Period.

d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; which is not applicable to the Company during the Audit Period and h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; which is not applicable to the Company during the Audit Period .

(vi) The management has identified and confirmed the compliances of the following laws as specifically applicable to the Company. We, have also examined, on test check basis, the relevant documents and records maintained by the Company and provided to us with respect to the following Statutes which are applicable to the Company: a) Real Estate (Regulation and Development) Act, 2016. We have also examined compliance with the applicable clauses and regulations of the following: (i) Secretarial Standards relating to Board Meetings and General Meetings issued by The Institute of Company Secretaries of India. (ii) The Listing Agreement entered into by the Company with Stock Exchange(s) pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR).

We report that, during the year under review, the Company has complied with the provisions of the acts, rules, regulations, guidelines and standards mentioned above.

We further report that, during the audit period:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors and the changes in the composition of Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act and the LODR. Adequate notice is given to all the Directors to schedule the Board meetings and agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee(s) Meetings are carried unanimously as recorded in the minutes of the meetings of the Board and Committee(s) of the Board, as the case may be and circular resolutions for Board and Committees are carried with the requisite majority as recorded in the minutes of the meetings of the Board of Directors and Committees of the Board.

We further report that there are adequate systems and processes in the Company, commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, there were no specific events / actions having a major bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc., except that the name of the Company was changed from Macrotech Developers Limited to Lodha Developers Limited with effect from 16 th June, 2025.

. Annexure A

To,

The Members

LODHA DEVELOPERS LIMITED

(Formerly known as Macrotech Developers Limited) (CIN-L45200MH1995PLC093041) 412, Floor - 4, 17 G, Vardhaman Chamber, Cawasji Patel Road, Horniman Circle, Fort, Fort, Mumbai, Maharashtra, India, 400001

Our Secretarial Audit report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. Wherever required, we have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.