Peninsula Land Ltd Directors Report

2. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Pursuant to the Joint Venture Agreement dated June 24, 2024, approved by the shareholders at the Extraordinary General Meeting held on June 03, 2024, to form a Real Estate Platform along with the Real Estate 2.0 Residential Opportunities Fund, a scheme of Alpha Alternatives Special Situations Fund ("Alpha AIF"), and Delta Corp Limited ("Delta"), the Company, through its Wholly Owned Subsidiary, Peninsula Holdings and Investments Private Limited, has invested in the capital of Terranest Agri-Infratech LLP, Prairie Real Estate LLP, and Zenithvista Real Estate LLP, along with corresponding investments by Alpha AIF and Delta.

Consequently, the aforesaid LLPs have become Joint Ventures of the Company during the year under review. Apart from the above, no Company/LLP/body corporate/ Association of Persons became subsidiary, associate or JV during the financial year under review. The Company has 23 (twenty - three) Subsidiaries (including direct and step-down subsidiaries), 9 (nine) Joint Ventures and 2 (two) Associate Companies as on March 31, 2026 as given below:

1. Peninsula Holdings and Investments Private Limited

2. Peninsula Mega Properties Private Limited

3. Peninsula Crossroads Private Limited

4. Pavurotti Real Estate Private Limited

5. Peninsula Mega Township Developers Limited

6. Midland Township Private Limited

7. Rockfirst Real Estate Limited

8. Truewin Realty Limited

9. Goodhome Realty Limited 10. RR Mega City Builders Limited

11. Inox Mercantile Company Private Limited

12. Peninsula Facility Management Services Limited

13. Peninsula Investment Management Company Limited

14. Peninsula Pharma Research Centre Private Limited

15. Peninsula Trustee Limited

16. Planetview Mercantile Company Private Limited

17. Takenow Property Developers Private Limited

18. Peninsula Integrated Land Developers Private Limited

19. Peninsula Mega City Development Private Limited

20. Sketch Real Estate Private Limited

21. Eastgate Real Estate Developers LLP

22. Westgate Real Estate Developers LLP

23. Topvalue Real Estate Development Limited

1. Bridgeview Real Estate Development LLP

2. HEM Infrastructure and Property Developers Private Limited (under CIRP w.e.f. July 14, 2025)

3. Penbrook Capital Advisor Private Limited

4. Peninsula Brookfield Trustee Private Limited

5. Harborpeak Real Estate Private Limited

6. HEM Bhattad (AOP)

7. Terranest Agri - Infratech LLP

8. Prairie Real Estate LLP

9. Zenithvista Real Estate LLP

1. RA Realty Ventures LLP

2. SEW Engineering (India) Private Limited (held for sale) During the year under review, Peninsula Holdings and Investments Private Limited, Peninsula Crossroads Private Limited, Rockfirst Real Estate Limited, Truewin Realty Limited and Topvalue Real Estate Development Limited became material subsidiaries of the Company pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). The Policy for determining material subsidiaries of the Company is available on the Company website at www. peninsula.co.in.

A statement containing the salient features of the financial statements of the Companys aforesaid Subsidiaries, Joint Ventures and Associates is annexed in the prescribed Form AOC-1 to this Report as

Annexure-1.

The Company will provide the Financial Statements of the Subsidiaries/Step-down Subsidiaries, Joint Ventures and Associates and the related information to any member of the Company who may be interested in obtaining the same. The Financial Statements of the Subsidiaries will also be kept open for inspection at the Registered Office of the Company and that of the respective Subsidiaries. Consolidated Financial Statements of the Company forming part of this Annual Report include the Financial Statements of such entities. The Financial Statements of aforesaid entities are also hosted on the website of the Company at www. peninsula.co.in.

3. DIVIDEND:

In view of loss for the year and to conserve the funds required for business growth plans, no dividend is recommended for the financial year ended March 31, 2026.

4. TRANSFER TO RESERVES :

During the financial year under review, your Company have not transferred any amount to reserves.

5. MANAGEMENT DISCUSSION AND ANALYSIS :

The Management Discussion and Analysis for the financial year under review, as stipulated under Regulation 34(2) (e) read with Part B of Schedule V of the SEBI Listing Regulations, is presented in a separate section and forms part of the Annual Report.

It provides mandatory disclosures required under the Listing Regulations comprising of inter-alia details about the overall industry structure, economic scenarios, operational and financial performance of the Company, business strategy, internal controls and their adequacy, risk and concerns and other material developments during the financial year 2025-26.

6. REVIEW OF PERFORMANCE:

A. Standalone: For the financial year ended March 31, 2026, Revenue from operations was 14,125 lakhs as against

24,165 lakhs in financial year ended March 31, 2025.

Net profit/ (loss) after tax was (15,368) lakhs for the financial year ended March 31, 2026 as against (2,527) lakhs in financial year ended March 31, 2025.

B. Consolidated: For the financial year ended March 31, 2026, Revenue from operations was 14,321 lakhs as against 25,774 lakhs in financial year ended March 31, 2025. Net profit/ (loss) after tax was (15,389) lakhs for the financial year ended March 31, 2026 as against

(3,639) lakhs in financial year ended March 31, 2025.

7. SHARE CAPITAL:

The Details of Equity and Preference Share Capital of the Company are as follows:

(Amount in )

8. DEBENTURES:

During the financial year 2025-26, the Company completed the redemption of 2,65,48,672 Unlisted, Unrated, Unsecured Optionally Convertible Debentures (OCDs) aggregating to 149,99,99,968, which had been issued to Arsenio Strategies Private Limited which was subsequently transferred to RE 2.0 Residential Opportunities Fund in accordance with the terms of the OCD Subscription Agreement; consequently, all obligations of the Company in this regard stood discharged, and pursuant to such redemption, Mr. Hrishikesh Parandekar (DIN: 01224244) ceased to be a Director of the Company with effect from December 23, 2025 from the closure of business hours.

9. DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any equity shares with differential rights during the financial year under review and information pursuant to provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is not applicable.

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

The Company has not issued any sweat equity shares during financial year under review and hence information pursuant to provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is not applicable.

The Company is primarily engaged in the activities of Real Estate development. The Company develops residential and commercial projects. During the financial year under review, there has been no change in the nature of the business of your Company.

Pursuant to the provisions of Section 134(3)(q) of the Act read with Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, it is confirmed that during the financial year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status of your Companys operations in future. However, during the financial year 2025-26, the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE"), vide their respective letters/emails dated July 08, 2025 and July 31, 2025, levied fines on the Company for delay in complying with the requirements of Schedule XIX - Para (2) of the SEBI (ICDR) Regulations, 2018. The Company filed waiver applications/appeals citing valid grounds, which were rejected by NSE and BSE through communications received by the Company on November 20, 2025 and December 05, 2025 respectively, thereby confirming the levy of fines of 10,14,800 (inclusive of GST of 1,54,800) by NSE and 9,91,200 (inclusive of GST of 1,51,200) by BSE. The Company has paid the fines imposed by the NSE and BSE and has filed an appeal before the Securities Appellate Tribunal ("SAT") challenging the said orders. The appeal was admitted by SAT on January 19, 2026 and is presently pending for adjudication. The outcome of the matter is awaited.

The Company follows appropriate policies, procedures and systems to ensure orderly and efficient conduct of its business including adherence to Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information.

On June 30, 2025, CARE Ratings Limited, an external credit rating agency, reaffirmed the credit rating assigned to the Companys long term loan, Lease Rental Discounting facility (LRD) of 300 crores as CARE BBB- Stable and subsequently revised it to CARE BB+ Stable on November 25, 2025. Thereafter, on May 22, 2026, Infomerics Valuation and Rating Limited, an external credit rating agency revised the same by assigning a credit rating of IVR BBB-/ Stable.

During the financial year under review, the Company does not possess any commodity price risks and commodity hedging activities.

In accordance with the provisions of Section 152 of the Act, read with rules made there under, Mr. Mahesh Gupta (DIN: 000468103) of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

The Board recommends the re-appointment of Mr. Mahesh Gupta as a Director for your approval.

1. Mr. Hrishikesh Parandekar (DIN: 01224244) was appointed as the Nominee Director representing RE 2.0 Residential Opportunities Fund (Investor) and was appointed as an Additional Director of the Company with effect from August 8, 2024, whose appointment was subsequently regularized by the Members at the 152nd Annual General Meeting held on September 11, 2024. Consequent to the full redemption of the entire Optionally Convertible Debentures (OCDs) and in accordance with the terms of the OCD Subscription Agreement, Mr. Hrishikesh Parandekar (DIN: 01224244) ceased to be Director of the Company w.e.f. December 23, 2025 from the closure of business hours.

2. Mr. Krupal Kanakia (DIN: 08876715) completed his tenure of five consecutive years as an Independent Director of the Company on September 14, 2025, and accordingly ceased to hold office as a Non-Executive Independent Director with effect from September 15, 2025.

3. Mr. Rajeev A. Piramal (DIN: 00044983) - Executive Vice Chairman & Managing Director of the Company was re-appointed by the Board of Directors of the Company at their meeting held on August 06, 2025 for further period of five years from the completion of his present term of office i.e. with effect from October 26, 2025 up to October 25, 2030. Mr. Piramals re-appointment was further approved by the shareholders of the Company at the Annual General Meeting held on September 05, 2025.

4. Mr. Nandan A. Piramal (DIN: 00045003) - Whole Time Director of the Company was re-appointed by the board of directors of the Company at their meeting held on August 06, 2025 for further period of five years from the completion of his present term of office i.e. with effect from October 26, 2025 up to October 25, 2030. Mr. Piramals re-appointment was further approved by the shareholders of the Company at the Annual General Meeting held on September 05, 2025.

5. Mr. Amyn Jassani (DIN: 02945319) was appointed as an Additional Director in Independent category by the Board of Directors with effect from August 06, 2025. Mr. Jassanis appointment was further approved by the shareholders of the Company at the Annual General Meeting held on September 05, 2025.

6. Mr. Pawan Swamy (DIN: 03511996) was re appointed as a Non-Executive Independent Director of the Company for a second term of five

(5) consecutive years, with effect from November 11, 2026. The Nomination and Remuneration Committee and Board of Directors, at their respective meetings, held on May 29, 2026, approved his re-appointment, subject to the approval of the members at the ensuing Annual General Meeting.

7. Mr. Nandan A. Piramal (DIN: 00045003) was re-designated from Whole-Time Director to Managing Director, designated as the "Joint Managing Director" of the Company, with effect from May 29, 2026. The Nomination and Remuneration Committee and Board of Directors, at their respective meetings, held on May 29, 2026, approved his re-designation, subject to the approval of the members at the ensuing Annual General Meeting.

C. KEY MANAGERIAL PERSONNEL:

Mr. Mukesh Gupta resigned as a Company Secretary, Compliance Officer and Nodal Officer with effect from close of business hours on April 10, 2025.

Ms. Pooja Sutradhar has been appointed as a Company Secretary, Compliance Officer and Nodal Officer with effect from May 29, 2025.

D. DECLARATIONS BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfil the criteria of independence as specified in Section 149(6) of the Companies Act, 2013. Further, in opinion of the Board, all Independent Directors possess integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfil all the conditions of independence as specified in the Act and SEBI Listing Regulations.

Independent Directors who are required to undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, have passed such test. Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA) as required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

A. BOARD

The Board of your Company comprises of 2 (two) Executive Directors, 2 (two) Non-Executive Directors - and 5 (five) Independent Directors. The Board of Directors met 4 (Four) times during the financial year under the review as per the provisions of Secretarial Standards, Companies Act, 2013 and the SEBI Listing Regulations. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

The Committees of the Board viz; Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee are duly constituted as per the provisions of Companies Act, 2013 and applicable SEBI Listing Regulations. Details of composition, terms of reference and meetings are mentioned in Corporate Governance section forming part of this Annual Report. The Company has also constituted functional committees delegating certain powers of the Board for administrative efficiency.

All the recommendations made by all Board Committees were accepted by the Board.

The Independent Directors of the Company meet without the presence of other Directors or the management of the Company. The Meetings are conducted to enable the Independent Directors to, inter-alia, discuss matters pertaining to review of performance of the Non-Independent Directors, the Board as a whole and the Chairperson of the Company (taking into account the views of the Non-Executive Directors) and to assess the quality, quantity and timeliness of flow of information between the Companys management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

During the financial year under review, the Independent Directors met on February 05, 2026 complying with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBI Listing Regulations. The Meetings were attended by all Independent Directors of the Company.

Pursuant to Section 134 (3) (p), Schedule IV of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 and Regulation 17 and 25 of Listing Regulations, a formal evaluation needs to be done by the Board of its own performance and that of its Committees and individual Directors and that Independent Directors shall evaluate Non-Independent Directors and the Chairperson of the Board.

The Board at its meeting held on May 29, 2026 carried out the evaluation of every Directors performance, its own performance and that of its Committees and individual Directors. The evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. Further, the Independent Directors at their Meeting held on May 29, 2026, evaluated performance of the Chairperson, Non-Independent Directors of the Company and the performance of the Board as a whole. The Directors were satisfied with the evaluation results, which reflect the overall engagement of the Board and its Committees. The Nomination & Remuneration Committee at its meeting held on May 29, 2026 reviewed the implementation and compliance of the process of evaluation of performance as specified by the said Committee.

Your Board is regularly updated on changes in statutory provisions, as applicable to your Company. Your Board is also updated on the operations, key trends and risk universe applicable to your Companys business. These updates help the Directors to keep abreast of key changes and their impact on your Company.

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as Deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. Details of exempted deposits in form of borrowing from banks and financial institutions were reported to Ministry of Corporate Affairs.

20. DISCLOSURE PERTAINING TO MATERIAL CHANGES AND COMMITMENTS : i. Pursuant to the Joint Venture Agreement entered into by the Company on June 24, 2024, which was approved by the shareholders of the Company at the Extra Ordinary General Meeting held on June 03, 2024, to form a Real Estate Platform along with the Real Estate 2.0 Residential Opportunities Fund, which is a scheme of Alpha Alternatives Special Situations Fund (hereinafter referred to as Alpha AIF) and Delta Corp Limited (hereinafter referred to as "Delta"), the Company has through its Wholly Owned Subsidiary, Peninsula Holdings and Investments Private Limited (hereinafter referred to as PHIPL) has invested during the year into the capital of the following RE platform entities: A. M/s. Terranest Agri-Infratech LLP in terms of a

Deed of Reconstitution of the said LLP executed on May 27, 2025, along with corresponding investments by Alpha AIF and Delta.

B. M/s. Prairie Real Estate LLP in terms of a Deed of Reconstitution of the said LLP executed on July 03, 2025, along with corresponding investments by Alpha AIF and Delta.

C. M/s. Zenithvista Real Estate LLP in terms of a Deed of Reconstitution of the said LLP executed on January 27, 2026, along with corresponding investments by Alpha AIF and Delta.

ii. On June 30, 2025, CARE Ratings Limited, an external credit rating agency, reaffirmed the credit rating assigned to the Companys long term loan, Lease Rental Discounting facility (LRD) of 300 crores as CARE BBB- Stable and subsequently revised it to CARE BB+ Stable on November 25, 2025. Thereafter, on May 22, 2026, Infomerics Valuation and Rating Limited, an external credit rating agency revised the same by assigning a credit rating of IVR BBB-/ Stable.

iii. Re-appointment of Mr. Pawan Swamy (DIN: 03511996) as an Independent Director for second term w.e.f. November 11, 2026:

Mr. Pawan Swamy (DIN: 03511996) was appointed as an Additional Director in the category of Non-Executive Independent Director of the Company with effect from November 11, 2021. Subsequently, the Members of the Company at the 150th Annual General Meeting held on September 29, 2022 approved and regularised his appointment as an Independent Director of the Company for a term of five (5) consecutive years commencing from November 11, 2021.

The tenure of Mr. Pawan Swamy as an Independent Director will get expired on November 10, 2026 and therefore Board of Directors at its meeting held on May 29, 2026, inter alia, upon the recommendation of the Nomination and Remuneration Committee held on the same date considered, approved and thereafter recommended his re-appointment at this ensuing AGM for a second term commencing from November 11, 2026 upto November 10, 2031. A brief resume of Mr. Swamy who is proposed to be re-appointed, nature of expertise, his directorships held in other Companies and his shareholding in the Companies as stipulated under the Secretarial Standards and Listing Regulations, is annexed as an Annexure to the Notice of this 154^th AGM.

iv. Re-designation of Mr. Nandan A. Piramal (DIN: 00045003) from Whole-Time Director to Managing Director designated as Joint Managing Director of the Company:

Mr. Nandan A. Piramal was re-appointed as the Whole- Time Director of the Company at the 153^rd Annual General Meeting held on September 05, 2025 for a term of five (5) consecutive years with effect from October 26, 2025 up to October 25, 2030.

Considering the significant leadership role and enhanced executive and strategic responsibilities being discharged by Mr. Nandan A. Piramal in the conduct of the affairs and business operations of the Company, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, at its meeting held on May 29, 2026, approved his redesignation from Whole-Time Director to Managing Director, designated as Joint Managing Director of the Company, with effect from May 29, 2026, subject to the approval of the Members of the Company.

The re-designation is intended solely to appropriately reflect his present elevated executive and strategic responsibilities and shall not entail any modification in the existing terms and conditions of his appointment, including remuneration, as already approved by the Members at the 153rd Annual General Meeting. The tenure of his appointment shall also remain unchanged, i.e., up to October 25, 2030. Mr. Nandan A. Piramal is not debarred from being re-designated pursuant to any order of SEBI or any other authority. He satisfies all the conditions set out in Part-I of Schedule V to the Act, as also conditions set out under sub- section (3) of Section 196 of the Act for being eligible for his re-appointment. He is not disqualified from being appointed as a Director in terms of Section 164 of the Act. The Board has considered the parameters given under Section 200 of the Act and the rules made there under, read with Schedule V to the Act, for recommending the above re-designation.

The Company have not implemented ESOS or ESOP, hence disclosure in terms of Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Employee Share Based Employee Benefits) Regulations, 2014 are not applicable.

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and Employees in conformity with Section 177 of Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. The functioning process of this mechanism has been more elaborately mentioned in the Corporate Governance Report annexed to this Annual Report. The said policy is also hosted on the website of the Company at www.peninsula.co.in.

During the year, no dividends or shares were transferred to IEPF.

The Audit Committee of the Company approves Related Party Transactions periodically. All the contracts or arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered into by the Company during the financial year under review with related party/ (ies) are in the ordinary course of business and on arms length basis. Hence, the disclosure pursuant to Clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC - 2 is not applicable.

The Details of the Related Party Transactions are mentioned in notes to the financial statements.

In conformity with the requirements of the Companies Act, 2013 read with the SEBI Listing Regulations, the policy to deal with related party transactions is also available on Companys website at www.peninsula.co.in. The Non-Executive Directors of the Company were paid sitting fees and reimbursement of expenses, if any, for attending each meeting of the Board of Directors, Audit Committee and Nomination and Remuneration Committee. Further, no sitting fees were paid by the Company for attending the meeting of Stakeholders Relationship Committee.

The Non-Executive Directors of the Company do not have any other pecuniary relationship with the Company apart from the above and receiving dividend for the shares held by them, if any other than Mr. Mahesh S. Gupta, Non-Executive Non-Independent Director of the Company, who has provided advisory services in professional capacity under terms of engagement entered into in this regard, with due approval of the Board and recommendation by the Nomination and Remuneration Committee and the Audit Committee. Pursuant to the provisions of Regulation 23 of the Listing Regulations, your Company has filed half yearly reports to the Stock Exchanges for the Related Party Transactions.

The details of particulars of loans, guarantees, investments for the financial year ended on March 31, 2026 are mentioned in financial statements.

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars mentioned in Section 197 (12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is available for inspection in electronic mode up to the date of the 154^th Annual General Meeting.

The information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided on request. Copies of the said statement are available at the registered office of the Company during the designated working hours from 21 days before the AGM till date of the AGM. If any member is interested in inspecting or obtaining these particulars, such member may write to the Secretarial Department at investor@peninsula.co.in.

The Board has in accordance with the provisions of subsection (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The text of the policy is available on the website of the Company www. peninsula.co.in. There has been no change in the policy during the year. This policy outlines the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as Directors of the Company and that remuneration is directed towards rewarding performance based on Individual as well as organizational achievements and Industry benchmarks.

The Company not being part of top 1000 listed companies based on market capitalization as on March 31, 2026, Business Responsibility and Sustainability Report pursuant to Regulation 34(2)(f) of the Listing Regulations is not applicable to the Company.

Your Company aims and constantly strives in maintaining the highest standards of Corporate Governance practices. Your Company complies with all the mandatory requirements as stipulated under the Regulation 34 of the SEBI Listing Regulations. Report on Corporate Governance along with the Certificate from Practising Company Secretary on compliance of conditions of Corporate Governance and the Certificate from Practicing Company Secretaries on Non-disqualification of Directors, forms part of Corporate Governance Report.

A declaration signed by Mr. Rajeev Piramal, Executive Vice Chairman and Managing Director of the Company in regard to compliance with the Code of Conduct by the Board members and Senior Management Personnel also forms part of Corporate Governance Report.

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2026 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company at www.peninsula.co.in.

During the financial year under review, the Company was not under any statutory obligation to make any contribution towards the Corporate Social Responsibility activities and hence has not made any contribution in this regard. However, the Company has voluntarily contributed towards certain social initiatives during the year.

The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. Corporate Social Responsibility policy of the Company is hosted on the website of the Company at www.peninsula.co.in. This policy outlines inter-alia the responsibility of the CSR Committee for identifying the projects which would fall within the CSR objectives of the Company which is in line with Schedule VII of Companies Act, 2013. The policy also outlines responsibility on CSR Committee for maintaining transparent monitoring and reporting mechanism for ensuring effective implementation of the projects/programs/activities proposed to be undertaken by the Company.

The details pertaining to conservation of energy and technology absorption pursuant to the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 have not been mentioned in the Directors Report considering the nature of activities undertaken by the Company during financial year under review. Nevertheless, Company makes efforts to conserve energy by using energy efficient equipment at its administrative offices and switching off equipment when not in use.

Further, Company did not incur any expenditure nor has received any income in foreign currency as on the financial year ended on March 31, 2026 to be reported in the Directors Report.

Pursuant to Section 134 (5) of the Companies Act, 2013 ("the Act"), we hereby state that: i) in the preparation of the annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii) your Directors 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 its profits for the year ended on that date; iii) your Directors 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; iv) your Directors have prepared the Annual Accounts for the financial year ended March 31, 2026 on a going concern basis; v) your Directors have laid down internal financial controls which are followed by the Company and that such internal financial controls are adequate and are operating effectively; and vi) your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

M/s. S R B C & Co. LLP, Chartered Accountants, Mumbai (Firm Registration No. 324982E / E300003) were reappointed as the Statutory Auditors of the Company in terms of Section 139 of the Companies Act, 2013 for a period of 5 (five) years commencing from conclusion of 150^th Annual General Meeting upto the conclusion of the 155th Annual General Meeting of the Company to be held in the year 2027.

M/s. S R B C & Co. LLP have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and satisfy the prescribed eligibility criteria.

All services rendered by the Statutory Auditors are preapproved by the Audit Committee. During the financial year under review, the Statutory Auditors have not offered any prohibitory services to the Company or its Subsidiary Company of the Company. Details of fees/remuneration paid to Auditors for the financial year 2025-26 are provided in the Report on Corporate Governance.

The remarks and observations made in the Auditors Report of M/s. S R B C & Co. LLP, Chartered Accountants read together with relevant notes thereon are self-explanatory and hence do not call for any comments.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"), and in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, effective from April 01 2025, Mr. Shivam Sharma, Proprietor of M/s. Shivam Sharma & Associates, Practicing Company Secretary, was appointed by the Members of the Company at the Annual General Meeting held on September 05, 2025 as the Secretarial Auditor of the Company for a period of five consecutive financial years, commencing from FY 2025-26 and ending on FY 2029-30.

Accordingly, Mr. Shivam Sharma conducted the Secretarial Audit of the Company for the financial year 2025-26. The Secretarial Audit Report for FY 2025-26 is annexed as Annexure-2 and forms part of this Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

Your Company is not statutorily required to conduct Cost Audit hence report of the same for the financial year ended March 31, 2026 pursuant to provisions of the Companies (Cost Records and Audit) Rules, 2014 is not required to be placed before the Board for noting.

Your Company has appointed M/s. Aneja & Associates, Chartered Accountant as the Internal Auditor for the financial year ended March 31, 2026. They have conducted the Internal Audit of the Company on periodical intervals and reports of the same were placed before the Audit Committee Meeting and Board of Directors meeting for their noting and appropriate actions.

STATUTORY AUDITORS REPORT - The observations made in the Auditors Report of M/s. S R B C & Co. LLP, Chartered Accountants read together with relevant notes thereon, are self-explanatory and hence do not call for any comments. There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditor in their report.

SECRETARIAL AUDITORS REPORT - Secretarial Auditors Report issued by Mr. Shivam Sharma, M/s. Shivam Sharma and Associates, Practicing Company Secretary for the financial year ended March 31, 2026 does not contain any qualification, reservation, adverse remark or disclaimer in his Report. The observations made in the Report read together with relevant notes thereon, are self-explanatory and hence do not call for any comments.

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Companys officers or employees, to the Audit Committee, as required under Section 143(12) of the Act

The Company has in place Policy on Prevention of Sexual Harassment as per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. In compliance of the aforesaid Act, Company has also constituted Internal Complaints Committee to redress the complaints received from employees irrespective of them being permanent, contractual or temporary employees or trainees. Details of the complaints relating to the incidents of sexual harassment and workshop conducted by the Company are mentioned below:

The Company has displayed the policy on prevention of Sexual Harassment at Workplace on the website of the Company and the weblink of the same is www.peninsula. co.in

The Company affirms that it is in compliance with the Maternity Benefit Act, 1961.

There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016.

There were no instances of one-time settlement with any bank or financial institution during the financial year under the review.

The Company is exposed to inherent uncertainties owing to the sector in which it operates. A key factor in determining the Companys capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively and efficiently. Many types of risks exist in the Companys operating environment and emerge on a regular basis due to many factors such as changes in regulatory framework, economic fundamentals etc. In order to evaluate, identify and mitigate these business risks, the Company has a risk management framework through internal audit process which seeks to create transparency, ensure effective risk mitigation process and thereby minimize adverse impact on the business objectives and enhance the Companys competitive advantage. Business risks as identified are reviewed and necessary action plan to mitigate the identified risks is drawn up and its implementation is monitored. The key risks and mitigation actions are discussed at the Audit Committee of the Company.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year under review: a) Issue of shares with differential rights as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014. b) Issued any sweat equity shares as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 c) Issued any equity shares under Employees Stock Option Scheme as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014. d) Non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014. e) Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

f) The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

During the financial year under the review, the Company has not changed its registered office.

43. DISCLOSURE OF ACCOUNTING TREATMENT

Your Company has followed requisite Indian Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable in preparation of financial statements.

44. SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government.

45. DISPATCH OF DOCUMENTS THROUGH ELECTRONIC MEANS

The Company would like to intimate that as per Section 20 of the Act read with the Companies (Management and Administration) Rules, 2014 as may be amended from time to time which permits paperless compliances and also service of notice/documents (including Annual Report) through electronic mode to its Members. Your Company requests and has consistently encouraged Members to take necessary steps for registering their e-mail ids so they can be a part and contribute towards greener environment.

46. ACKNOWLEDGEMENT AND APPRECIATION

Your Board expresses their gratitude towards all the employees of the Company for their sincere, consistent and dedicated efforts towards the Company. They would also like to thank all other stakeholders of Company viz; Bankers, Suppliers, Customers and Financial Institution for their continued co-operation and support received by the Company.