mahindra life Directors report

BOARDS REPORT TO THE MEMBERS

Your Directors present their twenty-fourth report together with the audited financial statement of your Company for the financial year ended on 31^st March, 2023.

FINANCIAL HIGHLIGHTS (STANDALONE)

(Rs In lakh)

_	2023	2022
Income from Operations	47,191	25,281
Other Income	15,621	5,369
Total Income	62,812	30,650
Profit / (Loss) Before Depreciation, Finance cost and Taxation	4,436	(7,070)
Less: Depreciation	966	618
Profit / (Loss) Before Finance cost and Taxation	3,470	(7,688)
Less: Finance Cost	851	474
Profit / (Loss) Before exceptional item & Taxation	2,619	(8,162)
Less: Exceptional Item (Income)/Expense	(12,437)	(10,412)
Profit / (Loss) after exceptional item and before Tax	15,056	2,250
Less: Provision for Taxation		_
Current Tax	-	-
Deferred Tax / (Reversal Deferred Tax)	(69)	(2,039)
Profit / (Loss) After Tax	15,125	4,289
Add: Balance of Retained earnings of earlier years	31,459	27,139
Retained earnings available for appropriation	46,584	31,428
Add: Other Comprehensive Income / (Loss)1	1	31
Less: Dividend paid on equity shares	(3,091)	-
Retained earnings carried forward	43,495	31,459

1Re-measurement of (loss)/gain (net) on defined benefit plans, recognised as part of retained earnings.

DIVIDEND

For the Financial Year 2022-23, your Directors, out of the profits of the financial year 2022-23, have recommended a dividend of 2.30/- (23 percent) per equity share of face value of 10 each on the Share Capital of the Company. The equity dividend outgo for the Financial Year 2022-23 would absorb a sum of 3,563.37 lakh. Dividend will be payable, subject to approval of members at the ensuing Annual General Meeting and deduction of tax at source, to those Members whose names appear in the Register of Members / list of Beneficial Owners as on Wednesday 19^th July, 2023 (Book Closure Date). The Board of your Company decided not to transfer any amount to the General Reserve for the year under review.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations), the Board of Directors of the Company has formulated and adopted a ‘Dividend Distribution Policy. The Policy is attached herewith and marked as Annexure 1 and is also available on the Companys website at MLDL Dividend Distribution Policy.

RESERVES

During FY 2022-23, no amount has been transferred to any reserves.

OPERATIONS / STATE OF THE COMPANYS AFFAIRS

Despite global headwinds, India saw remarkable stability in its macroeconomic environment and registered a strong performance during the year. Indias GDP grew by 7% in 2022-23, compared to 9.1% in the previous year, with strong contribution from both private consumption expenditure as well as public investment.

During the year, your Company launched three new projects

— Citadel and Nestalgia in Pune, and Eden Kanakpura in Bengaluru. It also launched fresh inventory in six of its existing projects. It registered sales of Rs 1,812 crore in 2022-23, which is its best ever performance and significantly higher than Rs1,028 crore achieved in the previous year. Area sold also increased from 1.28 million square feet (msft) in 2021-22 to 2.23 msft in 2022-23.

Overall, in the residential business, the Company is currently developing 6.62 msft with another 7.07 msft available in the form of forthcoming projects — new phases of ongoing projects and new projects that are under planning.

The integrated cities and industrial clusters business also witnessed strong growth during the year, with leasing of 158 acres of land in 2022-23, compared to 111 acres in the previous year. Most of the leasing activity during the year happened in Mahindra World City, Jaipur and Origins Chennai. Total lease premium generated in 2022-23 was Rs456 crore, again a considerable increase over 297 crore generated in 2021-22.

Total income of your Company as a standalone entity increased from 30,650 lakh in 2021-22 to 62,812 lakh in 2022-23. The Company reported a profit before taxes of Rs2,619 lakh in 2022-23. After accounting for an exceptional gain, profit before taxes (PBT) stood at 15,056 lakh. Profit after taxes (PAT) in 2022-23 was 15,125 lakh as compared to Rs 4,289 lakh in 2021-22.

Total consolidated income of your Company increased from Rs40,824 lakh in 2021-22 to 65,956 lakh in 2022-23. PBT after incorporating share in profit of Associates stood at 3,786 lakh in 2022-23. After accounting for an exceptional gain, PBT increased to Rs 10,567 lakh in 2022-23. Consolidated PAT was Rs 10,283 lakh in 2022-23.

The Company recorded an exceptional gain on account of (a) successful launch of a phase of an existing residential project, ‘Luminare at NCR developed by Mahindra Homes Private Limited (MHPL), a subsidiary and also joint venture of the Company and (b) de-recognization of Companys investment in the subsidiaries of the Company, viz. Mahindra Integrated Township Ltd. (MITL) and Mahindra Residential Developers Ltd. (MRDL) which got amalgamated with one of the subsidiaries, Mahindra World City Developers Ltd. (MWCDL). Based on carrying value of companys investment in MHPL and estimated Net Present Value of forecasted cash flows expected to be generated by MHPL and fair value of consideration due to amalgamation of MITL and MRDL, the Company registered exceptional gain of Rs 12,437 lakh and

6,780 lakh in the standalone and consolidated financial results, respectively, for the year ended March 31, 2023.

No material changes and commitments have occurred after the close of the year till the close of this Report, which affects the financial position of the Company.

AWARDS AND RECOGNITION

Your Company and its subsidiaries received several awards and recognitions during the financial year 2022-23, a testimony to the Companys well established policies and process and its continuous efforts to drive sustainability across value chain Some of the prestigious awards received are as under:

The Company was awarded as one of ‘Indias Top Builders 2022 in the National category by Construction World Architect and Builder Awards 2022.

The Company ranked ‘1^st in Asia in Public Disclosure

(3^rd year in a row) by Global Real Estate Sustainability Benchmark.

The Company received ‘Leadership status in 2022 under Climate Change and Water Security category by Carbon Disclosure Project (CDP). Your Company is the only real estate company from India to receive Double A rating by CDP for Climate Change and Water Security.

The Company is awarded as a ‘Supplier Engagement Leader 2022 by CDP.

The Company bagged 1^st position in ‘Sustainability Performance Award category in 13^th edition of Corporate Governance & Sustainability Vision Awards – 2022 (4^th year in a row) by Indian Chamber of Commerce.

Mahindra World City, Chennai is awarded as ‘Best Smart city/Sub city Projects by Construction Industry Development Council (CIDC) Vishwakarma Awards.

Awarded innovative Marketing Concept of the Year for the project - Mahindra Nestalgia at 14^th Realty+ Conclave & Excellence Awards 2023 in Pune Region.

SHARE CAPITAL

During the year, the Company has issued and allotted 50,000 and 99,921 equity shares of 10 each to the eligible employees pursuant to exercise of stock options granted under Employee Stock Option Scheme – 2006 (ESOS – 2006) and Employee Stock Option Scheme – 2012 (ESOS – 2012), respectively.

Consequently, the issued equity share capital of the Company has increased from 15,467.05 lakh to 15,482.04 lakh and the subscribed and paid-up equity share capital of the Company has increased from 15,451.73 lakh to 15,466.72 lakh.

The allotment of 153,189 equity shares of the Company has been kept in abeyance in accordance with Section 206A of the Companies Act, 1956 (now corresponding to Section 126 of the Companies Act, 2013), till such time the title of the bona fide owners of the shares is certified by the concerned Stock Exchange or the Special Court (Trial of offenses relating to transactions in Securities).

During the year, Company has not issued any equity shares with differential rights or any sweat equity shares.

EMPLOYEE STOCK OPTIONS SCHEME

Beginning 1^st April, 2023 till the date of the Report, Nomination Remuneration Committee (NRC) approved grant of total 68,929 Stock Options under ESOS-2012 to the eligible employees, at an exercise price of 10 each which is equal to the face value of the equity share of the Company. No stock options were granted under ESOS-2006.

The Company does not have any scheme envisaged under Section 67 of the Companies Act, 2013 ("the Act") in respect of shares on which voting rights are not directly exercised by the employees.

During the year, no change was made to the existing schemes i.e. ESOS – 2006 and ESOS – 2012. The existing schemes are implemented in compliance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB&SE Regulations) and other applicable Regulations and Circulars in force, from time to time.

A certificate from the Secretarial Auditor will be placed before the members at the Annual General Meeting confirming that the above-mentioned Schemes i. e. ESOS-2006 and ESOS-2012 have been implemented by the Company in accordance with SBEB&SE Regulations and resolution passed by the Members of the Company.

The disclosure in relation to ESOS-2006 and ESOS-2012 under the SBEB&SE Regulations is uploaded on the website of the Company at www.mahindralifespaces.com

HOLDING COMPANY

As on 31^st March, 2023, the Promoter and the Holding company i.e. Mahindra and Mahindra Limited (M&M) holds 7,93,19,550 equity shares representing 51.28 percent of the total paid-up equity capital of the Company. Consequent to allotment of equity shares to eligible employees under ESOS-2006 and ESOS-2012, the percentage shareholding of M&M was reduced by 0.05 percent during the year.

The Company continues to be a Subsidiary Company of M&M. All subsidiary companies of the Company are consequently subsidiary companies of M&M.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES AS PER COMPANIES ACT, 2013

A report highlighting the performance of each of the subsidiaries, associates and joint venture companies as per the Act, and their contribution to the overall performance of the Company is provided in the consolidated financial statement at note no 44(b).

SUBSIDIARY AND JOINT VENTURE COMPANIES

Mahindra World City (MWC), Chennai, is being implemented by Mahindra World City Developers Limited (MWCDL), an 89:11 joint venture between the Company and the Tamil Nadu Industrial Development Corporation Limited (TIDCO), respectively. MWC, Chennai is Indias first integrated business city and corporate Indias first operational SEZ spread across 1,524 acres with a leasable potential of 1,145 acres and comprising of multi sector Special Economic Zones (SEZs) and a Domestic Tariff Area (DTA) and Residential & Social Zone (R&S). It is the first township in India to receive the Green Township Certification (Stage I Gold certification) from IGBC. MWC, Chennai has leased 100 percent of its existing land inventory in the SEZ and DTA, but continues to offer lease options in the R&S. During the year, MWCDL has received an approval from National Company Law Tribunal, Chennai, for amalgamation of Mahindra Integrated Township Limited (MITL) and Mahindra Residential Developers Limited (MRDL) with MWCDL and consequently, MITL and MRDL ceased to exist effective from 30th December, 2022, and all assets and liabilities of MITL and MRDL have been transferred and vested to MWCDL.

Mahindra World City (MWC), Jaipur, is being implemented by

Mahindra World City (Jaipur) Limited (MWCJL), a 74:26 joint venture between the Company and Rajasthan State Industrial Development & Investment Corporation Limited (RIICO), a Government of Rajasthan enterprise, respectively. The project is spread across 2,946 acres of land and a leasable potential of 2,011 acres and offers multi product SEZ, along with DTA and Social & Residential Infrastructure. The Company has partnered with International Finance Corporation (IFC), a member of the World Bank Group for the development of MWC, Jaipur. IFC has invested 19,480 lakh in MWCJL and is entitled to economic rights to the extent of 50% on 500 acres of gross land comprising first 250 acres of SEZ and first 250 acres of DTA. In FY 2022-23, MWCJL continues its steady performance with leasing revenue of 20,100 lakh.

Mahindra Industrial Park Chennai Limited (MIPCL), is a 60:40 joint venture between MWCDL and Sumitomo Corporation, Japan, respectively. MIPCL is setting up an industrial cluster in North Chennai (the NH-16 corridor) on approximately 289 acres with a leasable potential 209 acres under the brand ‘Origins by Mahindra World City. Till date, MIPCL has leased 127 acres of industrial land. MIPCL has achieved significant milestone with leasing of 52 acres of land to Mitsubishi Electric India Private Limited for setting up a facilty to manufacture air conditioners and compressors. In FY 2022-23, MIPCL has contributed nearly 45 percent of the total leasing revenue of IC&IC business. MIPCL clocked leasing revenue of 20,500 lakh as compared to nil leasing revenue in FY2021-22.

Mahindra Industrial Park Private Limited (MIPPL), a wholly owned subsidiary of the Company, has acquired around 340 acres of contiguous land at Jansali near Ahmedabad for setting up an industrial cluster having leasable potential of 255 acres. The Company has partnered with International Finance Corporation (IFC), a member of the World Bank Group for the development of project at Jansali. IFC, till date, has invested 7,565 lakh in MIPPL and is entitled to economic rights to the extent of 50% in MIPPL.

Mahindra Homes Private Limited (MHPL), is a 73.38:26.62 joint venture between the Company and Actis Mahi Holding (Singapore) Private Limited (‘Actis), respectively and is developing in collaboration with a developer and landowning companies, a group housing project "Luminare" at NCR on approximately 6.80 acres. It has completed a residential project "Windchimes" at Bengaluru on approximately 5.90 acres. In the year 2022-23, MHPL received approval from National Company Law Tribunal, Mumbai for reduction in equity share capital of 17,000 equity shares each of Series B and Series C held by Actis and the Company at an aggregate consideration of 7,092.74 lakh each paid to the Company and Actis. In the year 2022-23, MHPL has launched third phase of its existing residential project, ‘Luminare – Phase 3 with development potential of 0.43 msft.

Mahindra Bloomdale Developers Limited (MBDL) is a wholly owned subsidiary of the Company. MBDL is developing a gated residential community ‘Bloomdale approximately 25.2 acres at Multi-modal International Hub Airport at Nagpur with development potential upto 1.55 msft of which 1.18 msft is completed and balance is ongoing. In the year 2022-23, MBDL launched a residential project, ‘Nestalgia at Pimpri, Pune on 3.2 acres of land parcel offering development potential of approx. 0.53 msft.

Mahindra Happinest Developers Limited (MHDL) is a 51:49 joint venture between the Company and HDFC Capital Affordable Real Estate Fund – I (HDFC), respectively. Its project include ‘Happinest Palghar 1 & 2, ‘Mahindra Happinest Kalyan -1 having development potential of upto 1.63 msft.

Mahindra Infrastructure Developers Limited (MIDL), a wholly owned subsidiary of the Company, is an equity participant in the project company namely, New Tirupur Area Development Corporation Limited (NTADCL) implementing the Tirupur Water Supply and Sewerage project.

Mahindra Water Utilities Limited (MWUL) is engaged in the business of operation and maintenance services for water and sewerage facilities at Tirupur, India and is a 98.99% subsidiary of Mahindra Infrastructure Developers Limited and consequently, a subsidiary of the Company.

Knowledge Township Limited (KTL), a wholly owned subsidiary of the Company will be developing an industrial park in Maharashtra under the brand ‘Origins by Mahindra World City for which the Company is in the process of procuring the required land area. KTL is focusing on completing necessary compliances and obtaining requisite approvals for acquisition of land parcels to achieve contiguity.

Deep Mangal Developers Private Limited (DMDPL) is a subsidiary of Mahindra World City (Maharashtra) Limited and consequently a subsidiary of the Company. DMDPL intends to develop approx. 1,300 acres land at Murud on southern coast of Maharashtra as a one-of-its kind tourist destination catering to globally growing need of holistic healthcare and wellness tourism, besides promoting adventure and heritage tourism.

Mahindra World City (Maharashtra) Limited, Industrial Township (Maharashtra) Limited, Moonshine Construction Private Limited, Mahindra Knowledge Park (Mohali) Limited and Anthurium Developers Limited, subsidiaries of the Company are evaluating viable business opportunities.

ASSOCIATE / JOINT VENTURE COMPANIES

In the year 2022-23, the Company has partnered with Actis, a leading global investor in sustainable infrastructure, for developing industrial and logistics real estate facilities across India. As part of the arrangement, the Company or its Affiliates and Actis or its Affiliates will jointly invest in Asset Owning SPVs and in an entity that will provide business services to the Asset Owning SPVs (Service Entity) in the range of 26 to 40 percent by the Company or its Affiliates and balance by Actis or its Affiliates. Accordingly, the Company and an Affiliate entity of Actis has formed a Service Entity, AMIP Industrial Parks Private Limited (AMIP), in which the Company holds 26 percent making it an associate company of the Company.

During the year, two of the subsidiaries, Mahindra Integrated Township Limited and Mahindra Residential Developers Limited, consequent to amalgamation with Mahindra World City Developers Limited, ceased to be the subsidiaries of the Company and AMIP became associate company of the Company.

Except above, no company became or ceased to be a Subsidiary / Associate / Joint Venture company of the Company.

CONSOLIDATED FINANCIAL STATEMENT

The audited consolidated financial statement of the Company prepared in accordance with the applicable Accounting Standards along with all relevant documents and the Auditors Report forms part of this Annual Report.

The audited financial statement of each of the subsidiaries is placed on the website of the Company at web link: Mahindra Lifespace Annual Report

The Company will provide the financial statements of subsidiaries upon receipt of a written request from any member of the Company interested in obtaining the same. The financial statement of subsidiaries will also be available for inspection at the Registered Office of your Company during working hours up to the date of the Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the operations of the Company and its subsidiaries, forms part of this Annual Report.

CORPORATE GOVERNANCE

A report on Corporate Governance affirming compliance with the Corporate Governance requirements under SEBI LODR forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Company regularly carries out several initiatives that contribute to sustainability and well- being of the environment and communities in which it operates. The Company is committed to demonstrate integration of green and climate responsive designs in our products and it aims to be seen as leader in net zero and climate responsive developments in the years to come. Sustainability is thus a core agenda for the Company. The Business Responsibility & Sustainability Report (BRSR) which provide insights on the initiatives taken by the Company from an environmental, social and governance perspective forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee. As on 31^st March, 2023, the CSR Committee comprise one Independent Director, Ms. Amrita Chowdhury, one Non-Executive Non-Independent Director, Ms. Asha Kharga and a Managing Director & CEO, Mr. Arvind Subramanian. Ms. Amrita Chowdhury is the Chairperson of the Committee. The role of the Committee, inter alia, is to formulate and recommend to the Board, a Corporate Social Responsibility Policy, expenditure to be incurred on the CSR activities, an annual action plan in pursuance of its CSR policy etc.

The objective of the CSR policy is to:

Promote a unified approach to CSR to incorporate under one umbrella the diverse range of the Companys philanthropic activities, thus enabling maximum impact of the CSR initiatives;

Ensure an increased commitment at all levels in the organisation, to operate in an economically, socially and environmentally responsible manner while recognising the interests of all its stakeholders;

Encourage employees to participate actively in the

Companys CSR and give back to the society in an organised manner through the employee volunteering programme called Employee Social Options.

The Companys CSR policy is available on the Companys web link at MLDL CSR Policy.

The Company registered an average loss during the immediately preceding three financial years and therefore, the provision with respect to CSR spending was not applicable for the financial year ended on 31^st March, 2023.

The annual report on the CSR activities is attached herewith and marked as Annexure 2 to this Report.

DIRECTORS

During the year, Mr. Arun Nanda, the long-serving Chairman of the Company, retired from the Board and as Chairman of the Company effective 28^th July, 2022. Mr. Nanda retired to spend more time with his Foundations working with senior citizens and skilling of youth, particularly in the tribal areas. Mr. Nanda joined the Board of the Company in the year 2001 and was appointed as Chairman of the Company in the year 2010. Mr Nanda, an exceptional leader, had a deep impact on the Real Estate Sector of the Mahindra Group. Under his stewardship, the Company forayed into multiple markets and segments and established successful partnerships with marquee private equity players. It was under his guidance, the Company acquired strategic assets at various locations. The Board truly appreciate his contribution to the Mahindra Group, and his pioneering work in setting up the countrys first SEZ under the PPP model, Mahindra World City at Chennai and later replicating the successful model in Jaipur. His contribution to critical industry areas such as skill development is significant. He remains an integral part of the Mahindra Group as he continues to support the next generation of leaders.

Consequent to above, Mr. Ameet Hariani, Independent Director, was appointed as the Chairman of the Board and the Company effective 28^th July, 2022.

Pursuant to Section 152 of the Companies Act, 2013 and Article 116 of the Articles of Association of the Company, Ms. Asha Kharga (DIN: 08473580), Non-Executive Non-Independent Director retires by rotation at the ensuing 24^th Annual General Meeting of the Company and being eligible has offered herself for re-appointment. The Nomination and Remuneration Committee and the Board have recommended her reappointment at the forthcoming Annual General Meeting as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation.

The Board of Directors, pursuant to recommendation of Nomination & Remuneration Committee, appointed Ms. Rucha Nanavati (DIN: 09684920) as an Additional Director in the category of Non-Executive Non-Independent Director and Mr. Anuj Puri (DIN: 00048386) as an Additional Director in the category of Non-Executive Independent Director of the Company effective 28^th July, 2022 and 3^rd November, 2022, respectively. Pursuant to Section 161 of the Act, Regulation 17(1C) of LODR Regulations and other applicable provisions, the Shareholders of the Company have approved the appointments of Ms. Rucha Nanavati as a Non-Executive Non-Independent Director, liable to retire by rotation, and Mr. Anuj Puri as a Non-Executive Independent Director for a period of five years commencing from 3^rd November 2022 to 2^nd November 2027.

During the year, Mr. Arvind Subramanian, Managing Director & CEO of the Company, to pursue his personal interests outside the organization, submitted resignation as the Managing Director & CEO and as a Director of the Company with effect from close of business on 22^nd May, 2023. The resignation was noted at the respective meetings of Nomination & Remuneration Committee and the Board of Directors held on 23^rd February, 2023. The Board places on record appreciation for the contributions made by Mr._ Subramanian during his tenure.

At the same meeting, the Nomination & Remuneration Committee, after considering the qualifications, skillsets, experience, knowledge, ability to devote sufficient time and attention to the professional obligations recommended to the Board appointment of Mr. Amit Kumar Sinha (DIN: 09127387) as an Additional Director in the category of Non-Executive Non-Independent on the Board of the Company effective 23^rd February, 2023 and to ensure seamless and smooth transition, as Managing Director (Designate) effective from 23^rd February, 2023 to 22^nd May, 2023 and as the Managing Director of the Company designated as "Managing Director & Chief Executive Officer" and a Key Managerial Personnel of the Company for a period of five years effective from 23^rd May, 2023 to 22^nd May, 2028 (both days inclusive).

The Nomination & Remuneration Committee also recommended to the Board remuneration payable to Mr. Amit Kumar Sinha as Managing Director & Chief Executive Officer of the Company. The Board of Directors of the Company, subject to approval of the Members, approved the aforesaid recommendations of the Nomination & Remuneration Committee. The postal ballot seeking approval of the Shareholders for appointment of Mr._Amit Kumar Sinha as a Non-Executive Non-Independent and Managing Director & Chief Executive Officer has been released on 20^th April, 2023. The remote e-voting has commenced from Friday, 21^st April, 2023 at 9.00 A.M. and shall end on Saturday, 20^th May, 2023 at 5.00 P.M. The e-voting results of the postal ballot shall be submitted to Stock Exchanges and hosted on the website of the Company after the end of the voting period.

The Managing Director & CEO draws remuneration only from the Company and does not receive any remuneration or commission from any of its subsidiary companies / holding company.

Brief resume and other details of Ms. Asha Kharga in terms of the Companies Act, 2013, LODR Regulations and Secretarial Standards on General Meeting, are provided in the Corporate Governance Report forming part of the Annual Report. None of the Directors of the Company are inter-se related to each other. Ms. Asha Kharga is not disqualified from being reappointed / appointed as Director by virtue of the provisions of Section 164 of the Companies Act, 2013.

The Company has received declarations from each of the Independent Directors confirming that they meet the criteria of independence as provided in the Companies Act, 2013 and LODR Regulations. The declarations also confirm compliance with sub rule 3 of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014. Further, the Board after taking these declaration/disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience (including proficiency) to qualify as Independent Directors of the Company and are independent of the Management.

The details of familiarization programme for Independent Directors have been disclosed on website of the Company and is available at the link MLDL Familiarization.

POLICIES

The salient features of the following policies of the Company are attached herewith and marked as Annexure 3:

1. Policy on appointment of Directors and Senior Management

2. Policy on Remuneration of Directors and

3. Policy on Remuneration of Key Managerial Personnel and Employees

The aforesaid policies are also available at the link MLDL Policies.

PERFORMANCE EVALUATION

The performance evaluation of Non-Independent Directors and the Board as a whole, Committees thereof and Chairman of the Company was carried out by Independent Directors. Pursuant to the provisions of the Act, the Nomination & Remuneration Committee (NRC) specified the manner of effective evaluation of the performance of the Board, its Committees and Individual Directors. In terms of manner of performance evaluation specified by the NRC, the performance evaluation of the Board, its committees and individual Directors was carried out by NRC and the Board of Directors. Further, pursuant to Schedule IV of the Act and

Regulation 17(10) of the LODR Regulations, the evaluation of Independent Directors was done by the Board of Directors. For performance evaluation, structured questionnaires, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity, attendance and adequacy of time given by the Directors to discharge their duties, Corporate Governance practices, etc. were circulated to the Directors for the evaluation process. All Directors unanimously expressed that the evaluation outcome reflected high level of engagement of the Board of Directors and its Committees and its management and that they are fully satisfied with the same.

KEY MANAGERIAL PERSONNEL (KMP)

As on 31^st March, 2023, details of Key Managerial Personnel under the Companies Act, 2013 are given below:

Sr. No.	Name of the Person	Designation
1	Mr. Arvind Subramanian	Managing Director & CEO
2	Mr. Vimal Agarwal	Chief Financial Officer
3	Mr. Ankit Shah	Asst. Company Secretary
		& Compliance Officer

As mentioned earlier, consequent to resignation of Mr. Arvind Subramanian, he will cease to be a Managing Director & CEO and accordingly, a Key Managerial Personnel of the Company effective 22^nd May, 2023.

Mr. Amit Kumar Sinha has been appointed as the "Managing Director & Chief Executive Officer" and a Key Managerial Personnel of the Company for a period of five years effective from 23^rd May, 2023 to 22^nd May, 2028 (both days inclusive).

MEETINGS

During the financial year 2022-23, the Board met six times. Detailed information regarding the meetings of the Board is included in the report on Corporate Governance, which forms part of the Annual Report. The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013, Secretarial Standards on Board Meetings and LODR Regulations as amended from time to time.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, based on the representations received from the operating management and after due enquiry, confirm that:

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

(b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31^st March, 2023 and of the profit and loss of the Company for that period;

(c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they had prepared the annual accounts on a going concern basis;

(e) they had 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) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The Companys Financial Statements are prepared on the basis of the Accounting Policies that are carefully selected by Management and approved by the Audit Committee and the Board. These Accounting Policies are reviewed and updated from time to time. The Company uses SAP ERP Systems as a business enabler and to maintain its Books of Account. The transactional controls built into the SAP ERP systems ensure appropriate segregation of duties, appropriate level of approval mechanisms and maintenance of supporting records. These systems and controls are audited by Internal Audit and their findings and recommendations are reviewed by the Audit Committee which ensures the implementation. The Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. The Companys Internal Financial Controls were deployed through Internal Control

– Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), that addresses material risks in the Companys operations and financial reporting objectives. Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by The Institute of Chartered Accountants of India. Based on the results of such assessments carried out by the Management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed.

AUDIT COMMITTEE

As on 31^st March, 2023, the Audit Committee of the Company comprises two Non-Executive Independent Directors, Mr. Ameet Hariani and Ms. Amrita Chowdhury and one Non-Executive Non-Independent Director, Ms. Rucha Nanavati. Mr. Ameet Hariani is the Chairman of the Audit Committee. During the year, Mr. Arun Nanda, Non-Executive Non-Independent Director ceased to be a member of the Audit Committee effective 28^th July, 2022 and consequently, Ms. Rucha Nanavati was appointed as a member of the Audit Committee effective 28^th July, 2022.

All members of the Audit Committee have experience in accounting and financial management matters. The Managing Director & Chief Executive Officer, Chief Financial Officer, the Internal Auditors and Statutory Auditors are regularly invited to attend the Audit Committee Meetings. The Company Secretary is the Secretary to the Committee. The Internal Auditor reports to the Chairman of the Audit Committee. The significant audit observations and corrective actions as may be required and taken by the management are presented to the Audit Committee. The Board has accepted all recommendations made by the Audit Committee from time to time.

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

The Company has established a vigil mechanism by adopting a Whistle Blower Policy for stakeholders including directors and employees of the Company and their representative bodies to freely report / communicate their concerns / grievances about illegal or unethical practices in the Company, actual or suspected, fraud or violation of the Companys Code or Policies. The vigil mechanism is overseen by the Audit Committee and provides adequate safeguards against victimisation of stakeholders who use such mechanism._It provides a mechanism for stakeholders to approach the Chairman of Audit Committee or the Business Ethics & Governance Committee (BEGC) consisting of functional heads. No person was denied access to the Chairman of the Audit Committee or BEGC. The Whistle Blower Policy of the Company is in accordance with the Act and LODR Regulations and the same is available at web link MLDL Whistle Blower Policy. The Policy covers co-ordinates of each of the members of BECG and Chairman of the Audit Committee. The Company has put in place an Ethics helpline managed by an external agency to ensure that any violations to its Code of Conduct (including violation of Human rights) are addressed objectively. Stakeholders may report any unethical behaviour or violations at https://ethics.mahindra. com or calling toll free number: 000 800 1004175.

RISK MANAGEMENT

As on 31^st March, 2023, the Risk Management Committee of the Company comprises one Non-Executive Independent Director, Ms. Amrita Chowdhury, one Non-Executive Non-Independent Director, Ms. Rucha Nanavati, Managing Director & CEO, Mr. Arvind Subramanian and Chief Financial Officer, Mr. Vimal Agarwal. Ms. Amrita Chowdhury is the Chairperson of the Committee. Ms. Rucha Nanavati was appointed as the member of the Committee with effect from 28^th July, 2022. The role of the Committee inter alia, includes, formulation, overseeing and implementation of risk management policy, business continuity plan, and to ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company.

AUDITORS

The shareholders at their meeting held on 27^th July, 2022 approved re-appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants as Statutory Auditor of the Company for their second term of 5 years till the conclusion of 28^th_ Annual General Meeting ("AGM") to be held in the calendar year 2027 at such a remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Auditors. The Company has also received a certificate from M/s. Deloitte Haskins & Sells LLP, Chartered Accountants confirming their eligibility to continue as statutory auditors in accordance with the provision of Sections 139 and 141 of the Companies Act, 2013 read with Rules framed thereunder.

The notes of the financial statements referred to in the Auditors Report issued by M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, for the financial year ended on 31^st March, 2023 are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

COST AUDIT

The Board of Directors, on recommendation of the Audit Committee, had appointed CMA Vaibhav Prabhakar Joshi, Practising Cost Accountant, Mumbai (Membership No. 15797 & Firm Registration No. 101329), as Cost Auditor of the Company to conduct audit of the cost records maintained by the Company for the financial year 2022-23. CMA Vaibhav Prabhakar Joshi has confirmed that his appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and has also certified that he is free from any disqualification specified under Section 141 and proviso to Section 148(3).

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Shareholders in a General Meeting for their ratification. Accordingly, pursuant to recommendation of the Board, a resolution seeking Shareholders ratification for remuneration payable to CMA Vaibhav Prabhakar Joshi, Practising Cost Accountant is included in the notice of the ensuing Annual General Meeting.

The Company is required to maintain cost records as specified under Section 148 (1) of the Companies Act, 2013 and such accounts and records are made and maintained by the Company for the financial year 2022-23.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules thereunder, the Board has appointed M/s. Martinho Ferrao & Associates, Practising Company Secretaries, (Membership No: F.C.S. No. 6221 and C.P. No. 5676) to conduct the secretarial audit of the Company.

The Secretarial Audit Report for the financial year ended 31^st_ March, 2023, is annexed herewith and marked as Annexure_4 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY

For the Financial year 2022-23, Mahindra World City (Jaipur) Limited, Mahindra Homes Private Limited, Mahindra Happinest Developers Limited and Mahindra Integrated Township Limited are the material unlisted subsidiaries of the Company. During the year, Mahindra Integrated Township Limited ceased to be a subsidiary of the Company consequent to amalgamation with another subsidiary, Mahindra World City Developers Limited. As per LODR Regulations, the Secretarial Audit of the material subsidiaries mentioned above, except for Mahindra Integrated Township Limited, has been conducted for the financial year 2022-23 by Practicing Company Secretaries. None of the said Audit Reports contain any qualification, reservation or adverse remark. The Secretarial Audit Reports of material subsidiaries for the financial year ended 31^st March, 2023, are annexed herewith and marked as Annexure 5 to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company is engaged in business of real estate development (Infrastructural facilities) and hence the provisions of Section 186 of the Companies Act, 2013 related to any loans made or any guarantees given, or any securities provided, or any investments made by the Company are not applicable. However, the details of the investments made, and loans given are provided in the standalone financial statement at Note nos. 7 and 15.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material. However, the Company, in the year 2021-22, had sought approval of the shareholders for entering into a material related party transaction with Mahindra & Mahindra Limited (M&M), a related party for acquisition of land parcel. Subsequently, in the year 2022-23, the Company has paid consideration exceeding material related party threshold under LODR Regulations towards acquisition of land parcel from M&M. The details of the said transaction are provided in Form AOC-2 annexed herein as

Annexure 6.

The "Policy on materiality of and on dealing with related party transactions" may be accessed on the Companys website at the link MLDL Policy on materiality of and on dealing with RPTs.

The Directors draw attention of the members to note no. 36 to the standalone financial statement which sets out related party disclosures.

DEPOSITS, LOANS, ADVANCES AND OTHER TRANSACTIONS

Your Company has not accepted any deposits from public or its employees and, as such no amount on account of principal or interest on deposit were outstanding as on 31^st_March, 2023. The details of loans and advances, which are required to be disclosed in the annual accounts of the Company, pursuant to Regulation 34(3) read with Schedule V of the LODR Regulations, are provided in the standalone financial statement at note no. 39.

Further, in terms of Regulation 34(3) read with Schedule V of the LODR Regulations, details of the transactions of the Company, with the promoter and holding company Mahindra

& Mahindra Limited holding 51.28 percent in the paid-up equity capital of the Company as on 31^st March, 2023, in the format prescribed in the relevant accounting standards for annual results, are given in Note no. 36 to the standalone financial statement.

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

Information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as per Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure 7 to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure 8 to this Report.

Details of employee remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available on your Companys website at: www.mahindralifespaces.com

ANNUAL RETURN

The Annual Return in Form MGT-7 for the financial year ended 31^st March, 2023 is available on the website of the Company at www.mahindralifespaces.com

GENERAL

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

No fraud has been reported during the audit conducted by the Statutory Auditors, Secretarial Auditors and Cost Auditors of the Company.

During the year, no revision was made in the previous financial statement of the Company.

During the year, the Company has not made any application under the Insolvency and Bankruptcy Code, 2016. However, two applications that were filed against the Company by the vendors under the IBC in the year 2021-22 have been dismissed on the grounds of pre-existing dispute and lack of jurisdiction.

During the year, the Company has not made any onetime settlement for loans taken from the Banks or

Financial Institutions, and hence the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

For the financial year ended on 31^st March, 2023, the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the_Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No significant or material orders were passed by the

Regulators or Courts or Tribunals which impact the going concern status and Companys operation in future.

ACKNOWLEDGMENT

The Directors would like to thank all shareholders, customers, bankers, contractors, suppliers, joint venture partners and associates of your Company for the support received from them during the year. The Directors would also like to place on record their appreciation of the dedicated efforts put in by employees of the Company.

For and on behalf of the Board

Ameet Hariani

Chairman DIN: 00087866

Date: 25^th April, 2023 Place: Mumbai

CAUTIONARY STATEMENT

Certain statements in the Directors Report describing the Companys objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Companys operations include labour and material availability, and prices, cyclical demand and pricing in the Companys principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors.

DISCLAIMER

The Company shall be registering its forthcoming projects at an appropriate time in the applicable jurisdictions / States under the Real Estate (Regulation and Development) Act, 2016 (RERA) and Rules thereunder. Till such time, the forthcoming projects are registered under RERA, none of the images, material, projections, details, descriptions and other information that are mentioned in the Annual Report for the year 2022-23, should be deemed to be or constitute advertisements, solicitations, marketing, offer for sale, invitation to offer, or invitation to acquire within the purview of the RERA. The Company uses carpet areas as per RERA in its customer communication. However, the data in saleable area terms, if any, has been presented in the Annual Report for the year 2022-23 to enable continuity of information to investors shall not be construed to be of any relevance to home buyers / customers.