peninsula land ltd share price Management discussions


1. COMPANY OVERVIEW

Peninsula Land Limited (Peninsula) is the real estate development arm of the esteemed Ashok Piramal Group with a sustained and growth oriented track record in the real estate vertical. Peninsula has created a reputation for delivering successful projects, thereby establishing industry benchmarks including pioneering retail ventures, world-class commercial projects and residential complexes. We have embraced the philosophy of innovation, sustainability, and excellence in real estate sector. Peninsula has always strived to deliver superior value to all stakeholders through creation of excellent and imaginative edifices keeping customer focus and insight. And in doing so we have always valued all our stakeholders interest, echoing our fair and transparent business practices and ethics.

2. ECONOMIC REVIEW 2.1 GLOBAL ECONOMY

2021 marked the most rapid economic recovery witnessed in the U.S. over the past four decades. As a result, inflation has reached its highest point since the 1970s and markets are polarized between the need to raise rates to curb price growth versus continuing to stimulate the economy to achieve and sustain full employment. In the meantime, real estate fundamentals have accelerated beyond expectation, with 20% rent growth common in many U.S. apartment and industrial markets and cap rates at record low levels. Consequently, returns in 2021 are likely to be at the highest point since 2010. While Europes recovery has lagged and Asias has been more stop-start, real estate fundamentals have exhibited strength, and the weight of capital looking for durable income has kept yields low.

Key highlights

• G DP Growth Expected to Remain Strong, but Decelerating as Economy Shifts to Mid-Cycle Phase

• Labour Supply Constraints:

• Inflation is forecasted to stay high through 2022

• Tightening Central Bank Policy

• S hrinking Real Estate Investable Universe Will Increase Competition for Core Assets

• Price Acceleration

• G undamentals may converge across sectors but remain bifurcated across markets

Outlook

The global real estate environment will support attractive real estate returns for value-add/ opportunistic investments over the next several years, driven by outsized rental growth in some sectors (e.g., industrial, residential), cap rate compression (supported by low interest rates) and some moderate levels of re-pricing (e.g., in sectors more negatively impacted by COVID). In this investing environment, It is believed that local market perspective, knowledge, presence and relationships, combined

with the ability to actively manage assets to drive net operating income growth will be critical to deliver attractive risk adjusted returns.

Source: Morgan Stanley global real estate outlook

2.2 INDIAN ECONOMY

The vaccination program has yielded a 96% recovery rate which is the most positive sign for the growth drivers and engines of the Indian Economy. The world economy expects to surge in 2022, as vaccination program pick pack and mobility improves. Global GDP projected to rebound to 5.5% in 2021 from a contraction of 3.5% in 2020 and India and China widely expected to lead global economy. Central banks in Asia Pacific expected to maintain a loose monetary policy to sustain growth; however interest rate could increase marginally in few markets in H2-2021. Extension of selective stimulus measures expected as government remains focus on growth recovery and employment generation. Average inflation in 2021 expected to remain above the 4% target, fuelled by increased consumption. Inflation is projected at 5.8% of Q1 2021 and between 4.6% to 5.2% for April - September 2021. Furthermore, Right when the global economy seemed to be at the cusp of witnessing green shoots of recovery after leaving the worst of the COVID-19 pandemic behind (despite uncertainties associated with subsequent waves of infection and rising global inflationary pressures), the Russia-Ukraine crisis escalated. Consequently, prices of crude oil and gas, food grains such as wheat and corn, and several other commodities have shot up. Understandably, the crisis has clouded Indias growth outlook as well. GDP grew by 5.4% during October-December 2021 (Q3 FY2021-22), slower than we had earlier estimated (figure 1). Growth in the July-September quarter was revised up to 8.4%, which explains the fading recovery in the subsequent quarter. Consumer price inflation (CPI) breached the upper band of the Reserve Bank of Indias (RBIs) comfort zone (of 4%+2%) and grew by 6% in January 2022 as against 5.7% in the previous month. Wholesale price inflation also jumped to a decadal high of 12.96%

Source: CBRE Insight reports India market outlook Outlook

Indias GDP growth to range between 7.5% and 8.0% in FY2022- 23 and between 6.7% and 7.1% in FY2023-24. Furthermore, expected pent-up demand to pick up with a slight delay as partial pass-through of higher food and oil prices (with a lag) weighs on consumers sentiments and pockets. Businesses will wait for demand cues and assess cost escalations before investing. Growth to gain momentum from the second quarter of FY2022- 23 as uncertainties abates. The initial panic may result in capital outflows and currency might depreciate rapidly, but both will likely recover some of the lost ground by the end of 2022. The government raises fuel prices with a lag as reduced excise duties help in absorbing the rising global prices. Consequently, the fiscal deficit deteriorates marginally because of higher subsidies (for fertilizers) and reduced excise duty revenues from oil but with no long-term implications on the governments consolidation targets. Inflation to skyrocket in the next few quarters of FY 202223 because of higher food and fuel prices and negative terms of trade. RBI will likely lean toward containing prices and, therefore, raise policy rates. Capital flight among foreign institutional investors and currency depreciation among emerging economies remain a strong possibility. The next few months will be critical for Indias economy as the government and the RBI work at balancing the stress on inflation, currency, external accounts, and fiscal deficit.

3. INDUSTRY OVERVIEW

According to Savills India, real estate demand for data centres is expected to increase by 15-18 million sq. ft. by 2025. Demand for residential properties has surged due to increased urbanisation and rising household income. India is among the top 10 price appreciating housing markets internationally. Organised retail real estate stock is expected to increase by 28% to 82 million sq. ft. by 2023. As per ICRA estimates, Indian firms are expected to raise >Rs. 3.5 trillion (US$ 48 billion) through infrastructure and real estate investment trusts in 2022, as compared with raised funds worth US$ 29 billion to date. Private market investor, Blackstone, which has significantly invested in the Indian real estate sector (worth Rs. 3.8 lakh crore (US$ 50 billion), is seeking to invest an additional Rs. 1.7 lakh crore (US$ 22 billion) by 2030. Driven by increasing transparency and returns, theres a surge in private investment in the sector. Indian real estate attracted U$ 5 billion institutional investments in 2020, equivalent to 93% of transactions recorded in the previous year.

The real estate segment attracted private equity investments worth Rs. 23,946 crore (US$ 3,241 million) across 19 deals in Q4 FY21. In the first-half of 2021, India registered investments worth US$ 2.4 billion into real estate assets, a growth of 52% YoY. Construction is the third-largest sector in terms of FDI inflow. FDI in the sector (including construction development & activities) stood at US$ 52.48 billion between April 2000 to December 2021.

Source: https://www.ibef.org/industry/real-estate-india Outlook

It is expected that the real estate market will recover from the shock as COVID-19 is a black swan event and not related to fundamental weaknesses in the market or the global economy. Leading valuation and consulting advisors expects Indias real estate sector to grow at a CAGR of 15% from USD 60 bn in 2010 to USD 1,000 bn by 2030 and contribute 13% of the countrys GDP by 2025. After a prolonged period of falling and then stabilizing, residential prices are likely to start rising again. 5% capital value growth for the residential property segment is expected in the country in 2022. As things are getting back to normal, residential sales volumes have shown a strong growth of 67% YoY to 99,416 units and the unsold inventory level dipped slightly, by 1% YoY since the H1 2020, to 441,742 units in H1 2021. The Governments focus on affordable housing is expected to further provide an impetus to this segment. The organised retail real estate sector is expected to increase by 28% to 82 million sq. ft. by 2023. India registered investments worth USD 2.4 billion into real estate assets, a growth of 52 % YoY in the first half of 2021. It is expected that the real estate market will recover from the shock across the forecast period as it is a black swan event (COVID 19) and not related to ongoing or fundamental weaknesses in the market or the global economy.

https://www.financialexpress.com/money/residential- prices-LikeLy-to-show-a-5-capitaL-vaLue-growth-in-2022- report/2497902/

Government Initiatives

Government of India along with the governments of respective States has taken several initiatives to encourage development in the sector. The Smart City Project, with a plan to build 100 smart cities, is a prime opportunity for real estate companies. Below are some of the other major Government initiatives:

• In October 2021, the RBI announced to keep benchmark interest rate unchanged at 4%, giving a major boost to the real estate sector in the country. The low home loan interest rates regime is expected to drive the housing demand and increase sales by 35-40% in the festive season in 2021.

• Under Union Budget 2021-22, tax deduction up to Rs. 1.5 lakh (US$ 2069.89) on interest on housing loan, and tax holiday for affordable housing projects have been extended until the end of fiscal 2021-22.

• The Atmanirbhar Bharat 3.0 package announced by Finance Minister in November 2020 included income tax relief measures for real estate developers and homebuyers for primary purchase/sale of residential units of value (up to Rs. 2 crore (US$ 271,450.60) from November 12, 2020 to June 30, 2021).

• In order to revive around 1,600 stalled housing projects across top cities in the country, the Union Cabinet has approved the setting up of Rs. 25,000 crore (US$ 3.58 billion) alternative investment fund (AIF).

• Government has created an Affordable Housing Fund (AHF) in the National Housing Bank (NHB) with an initial corpus of Rs. 10,000 crore (US$ 1.43 billion) using priority sector lending short fall of banks/financial institutions for micro financing of the HFCs.

• As of January 31,2021, India formally approved 425 SEZs, of which 265 were already operational. Most special economic zones (SEZs) are in the IT/ BPM sector. https://www.ibef.org/industry/real-estate-india.

Outlook

Securities and Exchange Board of India (SEBI) has given its approval for the Real Estate Investment Trust (REIT) platform, which will allow all kind of investors to invest in the Indian real estate market. It would create an opportunity worth Rs. 1.25 trillion (US$ 19.65 billion) in the Indian market in the coming years. The most marked change has been the shift from family- owned businesses to that of professionally managed ones. Real estate developers, in meeting the growing need for managing multiple projects across cities, are also investing in centralised processes to source material and organise manpower and hiring qualified professionals. The residential sector is expected to grow significantly, with the central government aiming to build 20 million affordable houses in urban areas across the country by 2022, under the ambitious Pradhan Mantri Awas Yojana (PMAY) scheme of the Union Ministry of Housing and Urban Affairs. Expected growth in the number of housing units in urban areas will increase the demand for commercial and retail office space. The current shortage of housing in urban areas is estimated to be ~10 million units. An additional 25 million units of affordable housing are required by 2030 to meet the growth in the countrys urban population.

The growing flow of FDI in Indian real estate is encouraging increased transparency. Developers, in order to attract funding, have revamped their accounting and management systems to meet due diligence standards. Indian real estate is expected to attract a substantial amount of FDI in the next two years with US$ 8 billion capital infusion by FY22.

Source: Media Reports, Press releases, Knight Frank India, VCEdge, JLL Research, CREDAI-JL, Union Budget 2021-22

3.1 RESIDENTIAL

Indias real estate sector, specifically the residential segment, has shown quick recovery from the pandemic induced crisis. A number of factors like low interest rates, fall in house prices and state governments stimulus, have supported the housing market revival in 2021. The COVID-19 pandemic has dictated market movements since the beginning of 2020. The gradual resumption of economic activity and increasing availability of the vaccine sparked market traction in the second half of 2020 and this momentum carried over to 2021. H2 2021 posted the highest sales volume since H1 2016. Low interest rates, improving affordability, high savings rate during 2020. Mumbai and Pune accounted for 41% of the sales during H2 2021 even as the Maharashtra stamp duty cut window, credited for boosting sales volumes in these two markets, closed in March 2021. Sales in Bengaluru and Hyderabad rose the most during H2 2021 at 104% and 135% YoY respectively. Incidentally, Hyderabad also saw high growth in launches at 126%. Annual sales in the 10 mn ticket-size categories grew from 35% to 37% and 20% to 21% respectively, during the same reference period. The quarters-to-sell (QTS) level was also similarly steady at 10.0 quarters in H2 2021, as compared to 10.1 quarters in H2 2020. The residential market turned a corner in 2021 with sales momentum consistently improving over the year. Homebuyer sentiments were not dented by concerns over the Omicron variant arising late in Q4 2021. The industry continues to consolidate with residential developments steadily shifting into the hands of stronger developers who have been able to weather the economic storm created by the pandemic

Source: Knight Frank

MUMBAI

The Mumbai residential market contributed 30% of launches and 27% of sales volume on an all- India level during 2021.

The launches noted a surge of 27% YoY during H2 2021, 64% of these were in Q4 2021. The sales momentum also grew strongly with a rise of 14% YoY during H2 2021. Developers introduced competitive schemes to maintain the momentum post discontinuation of stamp duty waiver. Although a minor dip in sales was noted in H1 2021 due to the second wave, the impetus picked up again growing unhindered in H2 2021. Mumbai is one of the only two cities that has recorded a YoY drop in sales during Q4 2021 with a dip of 18%. However, the 18% drop comes on the back of record-high sales in Q4 2020 as a result of the pent-up demand with additional respite in the form of a stamp duty cut during the base period. Peripheral central suburbs, due to its locational advantage, received the maximum traction in sales as well as launches in 2020 & 2021. Peripheral central suburbs contributed 27% and 30% of total launch volumes during H2 2020 and H2 2021 respectively. It also witnessed the highest sales volume and contributed 28% and 22% of total sales during H2 2020 and H2 2021 respectively. Micro markets like Thane saw a reduction in their share of launches from H2 2020 to H1 2020. Thane contributed 17% of launches in H1 2020, but this share reduced to 7% in H2 2021. The Western suburbs micro market saw a spike in launches contributing 22% of the launch volume during H2 2021. Houses in the price range of <5 mn remained a preferred choice bagging a sales share of 51% in H2 2021.5-10mn and above 10 Mn contributes to 23% and 26% respectively of the total sale volume of H2 2021. After a continued trend of price correction until H1 2021, the average price level has now seen a marginal 1% rise YoY in 2021. The unsold inventory rose by 5% YoY. This rise can be attributed to the influx of supply in the same period.

BENGALURU

Bengaluru residential market witnessed a 61% YoY jump in sales in 2021. With housing sales of 38,030 units in 2021, the city ranked as the 2nd largest market in the country next only to Mumbai. Launches improved by 54% YoY to 30,607 units in 2021 as developers launched new projects, buoyed by strong end user demand and reducing inventory position. In H2 2021, launches improved 89% YoY to 17,218 units. South Bengaluru remained the largest market accounting for 38% sales followed by North at 30% and East at 26% in H2 2021. However, North Bengaluru recorded the fastest sales growth of 134% YoY during H2 2021. South and East micro-markets saw growth of 127% and 59% respectively. Mid and high-end ticket size segments (INR 5 mn and above) saw their share rising from 65% in H2 2020 to 68% in H2 2021 as consumers preferred bigger apartments and better projects to accommodate increased space and lifestyle requirements. With improved demand supply dynamics in the market and a positive homebuyer outlook, the average price level increased by 4.4% YoY during Q4 2021. Although the price increase was broad based across ready and under construction properties, it was more prominent in new project launches

PUNE

The Pune market has witnessed a marginal drop of 7% YoY in new launches during H2 2021. This drop has come on the back of good performance in H2 2020. The Pune residential market witnessed a 17% YoY rise in sales during H2 2021 due to flexible schemes offered by developers, low home loan rates and consumers need for larger spaces. The micro markets in South and East dominate Pune residential launches during H2 2021 with a share of 38% and 25% respectively. The West market has contracted to 21% market share in H2 2021 from 43% in H2 2020. Central Pune has seen some movement in terms of launches, contributing 7% of the market share in H2 2021. The North market has seen a minor dip in contribution to 9% in H2 2021 from 17% in H2 2020. The South and East markets also steered the sale volumes during H2 2021 contributing 38% and 24% respectively to total sales. The West market shriveled to 22% in H2 2021 though it held a strong position with a market share of 35% in H2 2020. In H2 2020, the focus had remained on <5mn category contributing 49% of the total sale volume. However in H2 2021, the share of this price category in total sales increased to 52% . Q4 2021 recorded unsold inventory of 50,812 units amounting to 12% of the total unsold inventory pan India. The quarters-to-sell (QTS) remained healthy at 6.3 in H2 2021.

Source: https://content.knightfrank.com/research/2377/documents/en/ india-real-estate-residential-and-office-market-2021-8699.pdf

Outlook

Despite the continued cyclical upswings and downswings of the COVID-19 pandemic, the Indian real estate sector has remained largely resilient. Indian economy to remain the flag-bearer of growth for the world economy, albeit with a few downside risks such as growing inflationary pressures. In Residential sector strong momentum to continue in sales and new launches; divergent trends in capital value appreciation are likely. Uptick of 5-10% expected in investment activity; ESG criteria to become paramount during due diligence. Flexible spaces are the new norms and Core + flex strategies likely to gain further prominence amidst portfolio expansion and hybrid working. Heightened movement from captive to colocation Data centres likely leading to rise in investor interest and improved supply addition. Strong revival in activity expected with the reopening of universities and workplaces which could spur demand in Student accommodation / co-living. REITs: Operational and financial performance to witness robust recovery; new REITs expected in office as well as retail and leasing sectors.

Source: CBRE (https://www.cbre.co.in/insights/reports/india-market- outlook-2022)

3.2 COMMERCIAL

2021 began on a positive note with the first quarter of the year showing encouraging signs of recovery and growth, but the much more intense second wave of the pandemic curtailed market traction in Q2 2021. 2.4 mn sq m (25.9 mn sq ft) of office space was transacted during H2 2021 compared to 1.14 mn sq m (12.3 mn sq ft) in H1 2021. While annual transacted volumes in 2021 almost equaled 2020 levels (-3% YoY). Six of the eight markets under our coverage saw transaction volumes grow in YoY terms during H2 2021. Transaction volumes in NCR and Pune grew the most at 56% and 58% YoY respectively during the period. Bengaluru with 0.8 mn sq m (8.7 mn sq ft) constituted 33% of the area transacted during the year. The Information Technology sector accounted for 27% of the space transacted during H2 2021 compared to 41% in H2 2020. Approximately 0.26 mn employees have been hired by the top five IT companies in India during the April 2020 to September 2021 period, which is estimated to create an incremental demand of 1.08 mn sq m (11.7 mn sq ft). The share of the IT sector in total transactions increased to 29% in Q4 2021 from 11% in Q4 2020. Gathering momentum in every successive quarter of 2021, 84,000 seats were taken up in managed office premises in 2021. Office completions also picked up significantly with 2.2 mn sq m (23.7 mn sq ft) getting delivered during the period, a 38% growth YoY. Bengaluru, Pune and Mumbai accounted for 62% of the new completions with Bengaluru seeing the most space delivered at 0.6 mn sq m (6.8 mn sq ft). Going forward, the progress in employee vaccinations and the speed at which clarity is achieved on the virulence of the latest variant will determine how quickly corporates return to office in force

Source: Source: https://content.knightfrank.com/research/2377/ documents/en/india-real-estate-residential-and-office- market-2021-8699.pdf

Outlook

Office space indicates a positive demand side momentum; anticipated pickup in long-term decision-making by occupiers.

Leasing activity to remain strong and next-gen logistics facilities will dominate supply pipeline. In retail space pent-up demand to spur activity across consumption categories; partnerships between digital and traditional retail brands to accelerate. Leasing is poised for sustained recovery, driven by Tech firms who would be the key drivers. Large institutional players will continue with green field investments via JVs/ partnerships/ platforms or brownfield investments via REITs, which in turn would also boost the upcoming supply in coming years. Occupier appetite for office space expansion would be strengthened & physical offices are here to stay, along with hybrid working.

4. FINANCIAL REVIEW

(Rs crore)

Year 2021-22 2020-21
Revenue 205 106
EBIDTA (28) 29
PAT (91) (81)

Key Financial Ratios Analysis (For Other Ratios Refer Note No. 56 of Notes forming part of the Standalone Financial Statement)

Ratios Mar-22 Mar-21 Calculation Explanation
Debtors Turnover 14.82 5.10 Revenue/Average trade receivable Ratio is high due to higher revenue during the year and better collections. Realty sales are recognised upon transfer of all risks and rewards.
Inventory Turnover 0.05 0.07 COGS /Average Inventory Company recognises revenue as per Ind-AS 115. COGS will be recognised in the books upon recognition of revenue as per Ind-AS 115. Hence the ratio is very low
Interest Service coverage ratio (0.45) 0.25 EBIT/Interest cost Higher Due to Losses as compare to previous year
Current Ratio 0.65 0.64 Current Assets / Current Liability Due to deferral of revenue recognition to Project completion and Impairment of (Inter Corporate Deposits- ICDs)
Deb-Equity ratio (12.05) 36.37 Total Debt including interest accrued/Total Equity Equity has reduced due to losses incurred during the year. Negative ratio is due to negative equity
Operating Margin (%) (13 %) 27 % EBITDA / Total Revenue Due to Higher Losses as compare to previous year
Net profit Margin (%) (44 %) (77 %) Profit/(Loss) after Tax / Total Revenue Lower due to Change in Sales mix
Return on networth (%) (279 %) (440 %) Profit/(Loss) after Tax / Net Worth Due to Lower Losses as compare to previous year

5. RISK MANAGEMENT

At Peninsula Land, we have constituted a five-member risk management committee comprising people from diverse backgrounds to not just oversee, but also efficiently manage and mitigate the risks facing the Company. The committee conducts periodic reviews and is actively involved in identifying and addressing existing and potential risks, and deploying mitigation measures adopted by the Company.

6. INTERNAL CONTROL SYSTEMS

Effective internal control systems are of paramount importance for Peninsula Land where every project demands a unique set of employees and partners. The Company, through a set of well-established internal control systems, promotes adherence to prescribed processes and procedures, ethical conduct, transparent and reliable reporting, and periodic monitoring by designated personnel. Peninsula Lands internal control system ensures timely recording of all transactions, maintenance of financial records, optimal utilisation of resources and preservation of assets. The Company has engaged a professional audit firm to carry out internal audits from time to time. The firm reviews the Companys adherence to Standard Operating Procedures (SOPs) across functions and reports gaps, if any, to the Audit Committee. In addition, it suggests benchmark policies followed in the sector to upgrade the methods/practices followed by the Company. At the beginning of each year, the Audit Committee, in consultation with independent internal auditors and the management, finalises the annual audit plan. The Committee also periodically reviews different risks and shares its finding with the management, and takes appropriate action post discussions.

7. HUMAN ASSETS Brand Peninsula

We have a well-endowed work force of 205 members spread across various geographies. Human capital has been one of the most crucial factors in our organisations growth story. The challenge of recruiting the right talent, developing them and retaining them has been at the forefront of Peninsulas Human Capital endowment strategy. Peninsula has always attracted the right talent pool over the years. Our values and culture are well communicated to all our employees and we offer equal opportunities to all its employees - with zero tolerance for discrimination on the basis of age, caste, religion, gender or marital status. We carry a passion to drive work which is well endowed by our philosophy of Passion at Excellence" which is much more than a phrase. We lay equal emphasis on recognising and rewarding zeal to excel through our dovetailed program of Rewards & Recognition. This echoes the talent and skills that employees bring to the table consistently to deliver superior quality work. We have embarked on the strategy unique to each project where dedicated separate team of professionals are earmarked for each project, with a separate project head which ensures delivery of superior quality products and fast tracking delivery of our superior edifices.

8. OUTLOOK

FY 2020-21 Peninsula relentlessly continued with its strategic initiatives in order to perform better on all key fronts like debt reduction, monetizing of non-core assets and efficient cashflow management, robust sales and collections and improved operating efficiency and timely delivery of our projects. Going forward, we expect significant improvement in the FY 2022-23 performance in terms of sales, revenue recognition, debt management and cost management. We expect further strong signals of recovery and growth from Q2 of 2022-23, which will set the base for a much better year growth cycle for the real estate sector. Continuing low interest rates coupled with rise in affordability and stable home prices would improve the consumer sentiment and will facilitate resilient demand for the residential real estate sector. We anticipate our business development activity to gather pace and hope to add further phases to our existing projects and/or new projects to our portfolio in FY 2022-23. Given our existing pipeline, strong brand, though the outlook for 2022-23 remains very positive though cautious and Peninsula believes that it remains well-positioned to benefit from emerging opportunities in the Indian real estate sector.

9. CAUTIONARY STATEMENT

Certain statements in the Management Discussion and Analysis 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.

10. DISCLAIMER

Peninsula may be registering its upcoming projects at appropriate time in the applicable jurisdictions / States under the Real Estate (Regulation and Development) Act, 2016 (RERA) and Rules thereunder. Until and unless, explicitly registered / declared / stated on the official website of RERA, none of the images, material, projections, details, descriptions and other information that are mentioned in the Annual Report for the year 2021-22, 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. We use carpet areas as per RERA in our customer communication. However, the data in saleable area terms (wherever mentioned) has been presented in the Annual Report for the 2020-21 to enable continuity of information to investors and shall not be construed to be of any relevance to home buyers / customers.

ORDINARY BUSINESS:

1. To receive, consider and adopt:

a. the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2022, together with the Reports of the Board of Directors and the Auditors thereon; and

b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2022, together with the Report of the Auditors thereon.

2. To appoint a Director in place of Mr. Rajeev A. Piramal, Executive Vice-Chairman & Managing Director (DIN: 00044983) who retires by rotation and being eligible, offers himself for re-appointment.

3. To re- appoint S R B C & Co. LLP, Chartered Accountants, Mumbai (Firm Registration No. - 324982E/E300003) as the Statutory Auditors of the Company.

"RESOLVED THAT, pursuant to provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 including any statutory modifications or re-enactments thereof, S R B C & Co. LLP, Chartered

Accountants bearing Firm Registration No - 324982E/ E300003 be and are hereby re- appointed as the Statutory Auditors of the Company to hold office for a period of 5 years from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2027 at a remuneration to be decided by the Board of Directors of the Company in consultation with the Auditors plus applicable taxes and reimbursement of travelling and out of pocket expenses incurred by them in connection with the Audit."

"RESOLVED FURTHER THAT, all the Directors and Key Managerial Personnel of the Company be and are hereby severally authorised to execute such documents and writings and to do all such acts, deeds and things as may be necessary to give effect to the foregoing resolution, including but not limited to filing of necessary Forms with the Registrar of Companies."

SPECIAL BUSINESS:

4. Appointment of Mr. Pawan Swamy (DIN: 03511996), as an Independent Director of the Company.

To consider and, if thought fit, to pass, the following resolution as a Special Resolution:

"RESOLVED THAT, pursuant to the provisions of Sections 149, 150, 152, 160 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder [including any statutory modification(s) or re-enactment thereof for the time being in force] read with Schedule IV to the Companies Act, 2013 and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Pawan Swamy (DIN: 03511996), Additional Director of the Company in the category of Independent Director, in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Independent Director, be and is hereby appointed as an Independent Director of the Company to hold office for 5 (five) consecutive years from November 11,2021".

"RESOLVED FURTHER THAT, all the Directors and Key Managerial Personnel of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things as may be considered necessary or expedient for giving effect to the foregoing resolution, including but not limited to filing the necessary Forms with the Registrar of Companies-Mumbai, Ministry of Corporate Affairs."

5. Approval of Managerial Remuneration to be given to Mr. Rajeev A. Piramal.

To consider and, if thought fit, to pass, the following resolution as a Special Resolution:

"RESOLVED THAT, pursuant to the provisions of Section 197 and 198 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or reenactment thereof for the time being in force) and provisions of the Articles of Association of the Company, the consent of the members be and is hereby accorded to pay remuneration as mentioned below, to Mr. Rajeev A. Piramal - Executive Vice-Chairman and Managing Director, not exceeding the limits based on the effective capital of the Company as prescribed under Section - II of the Schedule V to the Companies Act, 2013, w.e.f. April 1, 2022 for the remaining period of three years, with the authority to the Nomination and Remuneration Committee of the Board to alter and vary the remuneration as it may deem fit and to fix the quantum, composition and periodicity of the remuneration payable to Mr. Rajeev A. Piramal, Executive Vice-Chairman and Managing Director, including the payment of commission as may be determined, provided that the annual remuneration including commission does not exceed the limit mentioned hereinafter and that the following perquisites shall not be included in the computation of the ceiling on remuneration prescribed under Schedule V of the Companies Act, 2013:

a. contribution to provident fund, superannuation fund or annuity fund to the extent these either singly or put together are not taxable under the Income Tax Act,1961;

b. gratuity payable at a rate not exceeding half a months salary for each completed year of service; and c. encashment of leave at the end of tenure Remuneration

Basic Salary Rs. 1,20,00,000 p.a.
Perquisites
Leave Travel Allowance Rs. 2,50,000 p.a.
Medical Reimbursement At actuals
Medical Insurance As per Rules of the Company
Accident Insurance As per Rules of the Company
Car & Phone As per Rules of the Company
Leave encashment At the end of Tenure
Gratuity 15 days basic for each completed year
Provident Fund 12% on . 15,000/- p.m. = Rs 21,600 p.a.
Superannuation Fund Nil
Commission As may be determined by the Board of Directors

"RESOLVED FURTHER THAT, all the Directors of the Company and the Company Secretary be and are hereby severally authorized to do all such acts, deeds, matters and things, including but not limited to filing of necessary forms and returns with the Registrar of Companies, as may be required to give effect to the foregoing resolution."

6. Approval of Managerial Remuneration to be given to

Mr. Nandan A. Piramal.

To consider and, if thought fit, to pass, the following resolution as a Special Resolution:

"RESOLVED THAT, pursuant to the provisions of Section 197 and 198 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and provisions of the Articles of Association of the Company, the consent of the members be and is hereby accorded to pay remuneration as mentioned below, to Mr. Nandan A. Piramal -Whole Time Director, not exceeding the limits based on the effective capital of the Company as prescribed under Section - II of the Schedule V to the Companies Act, 2013, w.e.f. April 1,2022 for the period of three years, with the authority to the Nomination and Remuneration Committee of the Board to alter and vary the remuneration as it may deem fit and to fix the quantum, composition and periodicity of the remuneration payable to Mr. Nandan A. Piramal, Whole Time Director, including the payment of commission as may be determined, provided that the annual remuneration including commission does not exceed the limit mentioned hereinafter and that the following perquisites shall not be included in the computation of the ceiling on remuneration prescribed under Schedule V of the Companies Act, 2013:

a. contribution to provident fund, superannuation fund or annuity fund to the extent these either singly or put together are not taxable under the Income Tax Act,1961;

b. gratuity payable at a rate not exceeding half a months salary for each completed year of service; and

c. encashment of leave at the end of tenure.

Remuneration

Basic Salary Rs 99,00,000 p.a.
Perquisites
Leave Travel Allowance Rs 2,50,000 p.a.
Medical Reimbursement At actuals
Medical Insurance As per Rules of the Company
Accident Insurance As per Rules of the Company
Car & Phone As per Rules of the Company
Leave encashment At the end of Tenure
Gratuity 15 days basic for each completed year
Provident Fund 12% on Rs 15,000/- p.m. = Rs 21,600 p.a.
Superannuation Fund Nil
Commission As may be determined by the Board of Directors

"RESOLVED FURTHER THAT, all the Directors of the Company and the Company Secretary be and are hereby severally authorized to do all such acts, deeds, matters and things, including but not limited to filing of necessary forms and returns with the Registrar of Companies, as may be required to give effect to the foregoing resolution."

7. Issue of Non-Convertible Debentures on Private Placement Basis.

To consider and, if thought fit, to pass, the following resolution as a Special Resolution:

"RESOLVED THAT, pursuant to the provisions of Section 42, 71 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules made thereunder [including any statutory modification(s) or re-enactment thereof for the time being in force] and subject to rules / regulations / guidelines issued by Securities and Exchange Board of India

("SEBI") or any other appropriate / statutory authorities and pursuant to the provisions of the Articles of Association of the Company, the consent of the members be and is hereby accorded to make offer(s) of Non-Convertible Debentures to be issued and alloted in one or more series within a period of one year from the date of passing of this resolution, on private placement basis to such persons as may be identified by the Board of Directors (including any Committee of the Company authorised in this regard), upto an overall amount of Rs. 300 Crore (Rupees Three Hundred Crore only) on such terms and conditions as may be decided by the Board of Directors of the Company or a Committee constituted by the Board, as the case may be, from time to time".

"RESOLVED FURTHER THAT, all the Directors and Key Managerial Personnel of the Company or any other persons authorised by the Board or any Committee(s) constituted by the Board be and are hereby severally authorized to do all such acts, deeds, things and to execute all such deeds, documents, undertaking as may be considered necessary or expedient for giving effect to the foregoing resolutions including but not limited to filing of necessary forms and returns with the Registrar of Companies-Maharashtra, Ministry of Corporate Affairs, Stock Exchanges and / or other authorities and to seek such approval / consent from the shareholders or other authorities, as may be required in this regard."

"RESOLVED FURTHER THAT, the foregoing resolutions shall come into effect immediately on approval of the shareholders and a copy of this resolution certified to be a true copy by any one of the Directors or the Company Secretary of the Company be furnished to any parties concerned with respect to the issue of the Securities with a request to act thereon."

By Order of the Board For Peninsula Land Limited
Sd/-
Sonal Rathod Company Secretary & Compliance Officer
Registered Office: 503, 5th Floor, Peninsula Tower-1, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400013.
Place: Mumbai Date: May 25, 2022