Peninsula Land Ltd Directors Report

To

Members

Peninsula Land Limited

The Board of Directors (the Board) of Peninsula Land Limited (the Company) is pleased to present their 153rd Annual Report together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2025.

1. FINANCIAL RESULTS

(Amount in Lakhs )

	Standalone (Rs. in Lakhs)		Consolidated (Rs. in Lakhs)
Particulars	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Total Income	26,284	52,787	28,016	58,205
Profit before Exceptional Items and Tax and share of Associates and Joint Ventures	(993)	7,658	(1,659)	9,074
Share of Profit/ (Loss) of Associates and Joint Ventures	-	-	(63)	21
Exceptional Items	(652)	1,721	(1140)	3,731
Profit/(Loss) before Tax for the year	(1,645)	9,379	(2,862)	12,826
Profit/(Loss) after Tax (Including OCI and after share of profit/ (loss) of Minority Interest)	(2,775)	9,371	(3,887)	12,821
Profit/ Losses Brought Forward from Previous Year	(68,508)	(77,879)	(64,903)	(77,773)
Net Profit available for appropriation	-	-	-	-
Appropriation	-	-	-	-
Retained Earnings/(Losses) carried forward	(71,283)	(68,508)	(68,752)	(64,903)

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

No Company/LLP/body Corporate/Association of Persons became subsidiary, associate or JV during the financial year under review.

The Board of Directors of your Company has approved a policy for determining material subsidiaries in line with the Listing Regulations. The policy is available on the Companys website at www.peninsula.co.in .

The Company has 23 (twenty - three) subsidiaries (including direct and step-down subsidiaries), 5 (five) Joint Ventures and 2 (two) Associate Companies as on March 31, 2025 as given below:

SUBSIDIARIES:

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

JOINT VENTURES:

1. Bridgeview Real Estate Development LLP

2. HEM Infrastructure and Property Developers Private Limited

3. Penbrook Capital Advisor Private Limited

4. Peninsula Brookfield Trustee Private Limited

5. Harborpeak Real Estate Private Limited

6. HEM Bhattad (AOP)

ASSOCIATES:

1. RA Realty Ventures LLP

2. SEW Engineering (India) Private Limited (held for sale)

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 .

During the year ended March 31, 2025, the Company does not have any material subsidiary companies as defined in the Securities and Exchange of India (Listing Obligations and Disclosure Requirements), 2015 (Listing Regulations ). The Policy for determining Material Subsidiaries of the Company is available on the Company website at www.peninsula.co.in .

3. DIVIDEND

To conserve the funds required for business growth plans, no dividend is recommended for the financial year ended March 31, 2025.

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 Integrated Annual Report.

It provides mandatory disclosures required under the SEBI 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 2024-25.

6. REVIEW OF PERFORMANCE

A. Standalone: For the financial year ended March 31, 2025, Revenue from operations was Rs. 24,165 lakhs as against Rs. 51,963 lakhs in financial year ended March 31, 2024. Net profit after tax was Rs. (2,527) lakhs as against Rs. 9,379 lakhs in financial year ended March 31, 2024.

B. Consolidated: For the financial year ended March 31, 2025, Revenue from operations was Rs. 25,774 lakhs as against Rs. 57,204 lakhs in financial year ended March 31,2024. Net profit after tax was Rs. (3,639) lakhs as against Rs. 12,829 lakhs in financial year ended March 31, 2024.

7. SHARE CAPITAL

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

( Rs. in Lakhs)

Particulars of	Details as on March 31,2025		Details as on March 31,2024
Share Capital	No. of shares	Amount	No. of Shares	Amount
Authorised Share Capital
Equity Shares 0.01% Non -Cumulative Redeemable Preference Shares	39,05,00,000 20,000	78.10.00. 000 2.00. 000	39,05,00,000 20,000	78.10.00. 000 2.00. 000
5% Cumulative Redeemable Preference Shares	1,000	10,000	1,000	10,000
Issued, Subscribed and Paid - up Capital
Equity Share Capital	32,40,01,220	64,80,02,440	30,87,01,220	61,74,02,440

During the financial year under review, Company had converted 1,53,00,000 warrants into 1,53,00,000 additional equity shares of Rs. 2/- each fully paid up with Rs. 12/- premium per share in pursuance of 1 warrant converted into 1 equity shares of Rs. 2/- each fully paid as per terms approved by Members at its Extra Ordinary General Meeting held on March 18, 2023 and as per Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

8. DEBENTURES

During the financial year under review, the Company had issued 2,65,48,672 Unlisted, Unrated, Unsecured Optionally Convertible Debentures (OCDs) each, convertible into 1 (one) fully paid-up equity share of face value Rs. 2/- (Rupees Two only) at a conversion price of Rs. 56.50/- (Rupees Fifty-Six and Fifty Paise only) each, at par, for cash consideration aggregating to amount of Rs. 1,49,99,99,968 (Rupees One Hundred Forty-Nine Crores Ninety-Nine Lakhs Ninety - Nine Thousand Nine - Hundred Sixty-Eight only) on a preferential basis through private placement to Arsenio Strategies Private Limited.

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.

10. DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES

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.

11. DISCLOSURE RELATING TO SWEAT EQUITY SHARES

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.

12. CHANGE IN THE NATURE OF THE BUSINESS

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.

13. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

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.

14. ADEQUACY OF INTERNAL FINANCIAL CONTROL

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.

15. CREDIT RATINGS

The Company during the financial year 2024-25 has obtained credit rating from Care Ratings Limited for the below facility.

FACILITY RATED	AMOUNT ( Rs. IN CRORE)	RATING	REMARKS
Rupee Term Loan under the Mahabank Commercial Lease Rental Discounting Scheme	250	CARE BBB- Stable	New Rating

16. COMMODITY PRICE RISKS/FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES

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

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder, Mr. Rajeev A. Piramal (DIN:00044983) Executive Vice Chairman & Managing Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board recommends the re-appointment of Mr. Rajeev A. Piramal as a Director for your approval.

B. CHANGE IN DIRECTORS

i. The second consecutive term of office of Lt. Gen. Deepak Summanwar (Retd.) (DIN:02017830) as the Independent Director of the Company was completed on September 26, 2024. Accordingly, he ceased to act as an Independent Director of the Company with effect from September 27, 2024.

ii. Ms. Mitu Samarnath Jha (DIN: 07244627) was appointed as an Additional Independent Director by the Board of Directors with effect from September 25, 2024 which was regularized by the Shareholders of the Company via Postal Ballot on December 20, 2024.

iii. Mr. Ashwin Ramanathan (DIN: 08543918) was appointed as an Additional Independent Director by the Board of Directors with effect from November 07, 2024 which was regularized by the Shareholders of the Company via Postal Ballot on December 20, 2024.

iv. Mr. Hrishikesh Parandekar (DIN: 01224244) was appointed as an Additional Director under the category of Nominee Director representing Arsenio Strategies Private Limited part of Alpha Group with effect from August 08, 2024 by the Board of Directors which was regularized by the Shareholders of the Company at its 152nd Annual General Meeting held on September 11, 2024.

v. Mr. Pankaj Kanodia (DIN:02000161) was re-appointed as the Independent Director of the Company to hold office for a second term of 5 (five) consecutive years on the Board of the Company commencing from May 30, 2024.

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, Manesar (‘IICA) as required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

18. BOARD AND COMMITTEES OF BOARD

A. BOARD

The Board of your Company comprises of 2 (two) Executive Directors, 3 (three) Non-Executive Directors and 5 (five) Independent Directors. The Board of Directors met 5 (five) times during the financial year under the review as per the provisions of Secretarial Standards, Companies Act, 2013 and the 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.

B. COMMITTEES OF THE BOARD

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 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.

C. MEETING OF INDEPENDENT DIRECTORS

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 07, 2025 complying with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of Listing Regulations. The meetings were attended by all Independent Directors of the Company.

D. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

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 nonindependent Directors and the Chairperson of the Board.

The Board at its meeting held on February 07, 2025 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 February 07, 2025, 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 February 07, 2025 reviewed the implementation and compliance of the process of evaluation of performance as specified by the said Committee.

E. BOARD FAMILIARISATION

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.

19. DEPOSITS

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

- The Board informs that after the financial year ended on March 31, 2025, the Allotment Committee meeting was convened on April 16, 2025 to consider and approve allotment of 77,27,000 additional equity shares on account of conversion 77,27,000 - 0% unsecured Compulsorily Convertible Debentures ("CCDS") being convertible into 1 (one) equity share of face value Rs. 2/- (Rupees two only) for cash consideration on a preferential basis, at a price of Rs.44/- (Rupees forty - four only) (including premium of Rs. 42/- (Rupees forty - two only), aggregating to Rs. 33,99,88,000 /- (Rupees Thirty-Three Crore Ninety-Nine Lakhs Eighty-Eight Thousand only) to Delta Corp Limited.

- 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 EOGM 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 into the capital of the following:

1. 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.

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

- CARE Ratings Limited, an external credit rating agency, has reaffirmed the rating in respect of the below mentioned bank facility availed by the Company

FACILITY RATED	AMOUNT ( Rs. IN CRORE)	RATING	REMARKS
Rupee Term Loan under the Mahabank Commercial Lease Rental Discounting Scheme provided by Bank of Maharashtra .	300 (Enhanced from 250)	CARE BBB- Stable	Reaffirmed

3. EMPLOYEE STOCK OPTION SCHEME (ESOS) AND EMPLOYEE STOCK OPTION PLAN (ESOP)

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.

4. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES

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 .

5. TRANSFER OF UNCLAIMED DIVIDEND / UNPAID SHARES/ SHARE APPLICATION MONEY DUE FOR REFUND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

6. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Audit Committee approves Related Party Transactions periodically and also as per the requirements of the Company. 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, Nomination & Remuneration Committee and meeting of Independent Directors during the financial year under review. Further, no sitting fees were paid by the Company for attending the meeting of Stakeholders Relationship Committee.

The Non-Executive Directors 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 & Remuneration Committee and the Audit Committee. Pursuant thereto, the Company has paid Rs. 12.50 lakhs plus GST per month for such services rendered and Rs. 25.00 lakhs plus GST as mutually agreed as one-time additional fee in recognition of the wider scope of services provided and the additional time and efforts put in.

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.

7. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186

The details of particulars of loans, guarantees, investments for the financial year ended on March 31,2025 are mentioned in financial statements.

8. PARTICULARS OF EMPLOYEES AND REMUNERATION

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 153rd 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.

9. NOMINATION AND REMUNERATION POLICY

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.

10. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company not being part of top 1000 listed companies based on market capitalization as on March 31, 2025, Business Responsibility and Sustainability Report pursuant to Regulation 34(2)(f) of the Listing Regulations is not applicable to the Company.

11. CORPORATE GOVERNANCE

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 alongwith the Certificate from practising Company Secretary on compliance of conditions of Corporate Governance and the Certificate from Practicing Company Secretaries on Nondisqualification of Directors, forms part of this report.

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

12. ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2025 prepared in accordance with

Section 92(3) of the Act is made available on the website of your Company at www.peninsula.co.in .

13. CORPORATE SOCIAL RESPONSIBILITY

The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this I ntegrated Annual Report. The Annual report on CSR Activities is annexed and forms part of this report as Annexure - 2.

The Chief Financial Officer of your Company has certified that CSR spends of your Company for financial year 2024-25 have been utilised for the purpose and in the manner approved by the Board of the Company.

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.

14. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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 31,2025 to be reported in the Directors Report.

15. DIRECTORS RESPONSIBILITY STATEMENT

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, 2025 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, 2025 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.

34. AUDITORS

A. STATUTORY AUDITORS

M/s. S R B C & Co. LLP, Chartered Accountants, Mumbai (Firm Registration No. 324982E / E300003) were re-appointed 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 150th Annual General Meeting upto the conclusion of the 155th Annual General Meeting of the Company to be held in the year 2027.

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 2024-25 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.

B. SECRETARIAL AUDITOR:

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 from time to time, the Company has appointed, at the Board Meeting Mr. Shivam Sharma proprietor of M/s. Shivam Sharma & Associates, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2025. The report on the Secretarial Audit is annexed as Annexure-3. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 ("SEBI Listing Regulations"), effective from April 1, 2025, a Company is required to appoint a peer reviewed secretarial auditor (if individual then for not more than one term of five consecutive years and if a firm then for not more than two terms of five consecutive years), with the approval of the shareholders in the Annual General Meeting.

Based on the recommendation of the Audit Committee, the Board of Directors ("Board") has approved the appointment of Mr. Shivam Sharma, M/s. Shivam Sharma and Associates, Practicing Company Secretary as the Secretarial Auditor of the Company for a period of five consecutive financial years from 2025-26 to 2029-30. The appointment is subject to approval of the Members of the Company. The recommendations are based on the fulfilment of the eligibility criteria & qualification prescribed under the Act & Rules made thereunder and SEBI Listing Regulations about secretarial audit, capability, independent assessment, audit experience and based on the evaluation of the quality of audit work done in the past.

C. COST AUDITOR

Your Company is not statutorily required to conduct Cost Audit hence Report of the same for the financial year ended March 31, 2025 pursuant to provisions of the Companies (Cost Records and Audit) Rules, 2014 is not required to be placed before the Board for noting.

D. INTERNAL AUDITOR

Your Company has appointed M/s. Aneja & Associates, Chartered Accountant as the Internal Auditor for the financial year ended March 31, 2025. 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 the Directors meeting for their noting and appropriate actions.

E. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE.

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, 2025 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.

35. FRAUD REPORTING

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.

36. INFORMATION PURSUANT TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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:

NUMBER OF COMPLAINTS FILED DURING THE YEAR 2024-25	NUMBER OF COMPLAINTS DISPOSED-OFF DURING YEAR	NUMBER OF COMPLAINTS PENDING AS ON MARCH 31, 2025
NIL	NIL	NIL

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 .

37. MATERNITY BENEFIT COMPLIANCE

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

38. INSOLVENCY AND BANKRUPTCY CODE, 2016

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

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

40. RISK MANAGEMENT POLICY

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 robust Risk Management framework. This framework 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 a detailed action plan to mitigate the identified risks is drawn up and its implementation is monitored. The key risks and mitigation actions are placed before the Audit Committee of the Company.

The Board of Directors of the Company has formulated a Risk Management Policy aiming at mitigating and managing business risks.

41. OTHER DISCLOSURES

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.

42. CHANGE IN REGISTERED OFFICE

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.

	For and on behalf of the Board
	Peninsula Land Limited
	Sd/-
Place: Mumbai	Urvi A. Piramal
Date: August 06, 2025	Non-Executive Chairperson