Mahindra Lifespace Developers Ltd Directors Report

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

No material changes and commitments have occurred after the closure of the Financial Year 2023-24 till the date of this Report, which would affect the financial position of your Company.

In accordance with the principles and criteria as set out in the Dividend Distribution Policy and in accordance with Section 123 (3) of the Companies Act, 2013 (‘the Act), the Board of Directors ("Board") of the Company at its meeting held on 26^th April, 2024 has recommended a final dividend of Rs. 2.65 per equity share (being 26.5% of face value) out of the past profits i.e. Retained Earnings earned by the Company as against dividend of Rs. 2.30 per equity share (being 23% of face value) for the previous year. The equity dividend outgo for the Financial Year (FY) 2023-24 would absorb a sum of approximately Rs. 4,108.07 lakh. The Board of your Company has decided not to transfer any amount to the General Reserve during the year.

Final dividend, if approved, shall be payable to those Members whose names appear in the Register of Members and list of beneficial owners as on Friday, 12^th July 2024. The Register of Member and Share Transfer Books of the Company will remain closed for payment of dividend from Saturday, 13^th July, 2024 to Wednesday, 24^th July, 2024 (both days inclusive) for the purpose of determining shareholders eligibility of the final dividend.

DetailsofShareholdersasavailableintheRegisterofMembers/ List of beneficial owners on Friday, 12^th July, 2024, will be relied upon by the Company for the purpose of complying with the applicable withholding tax provisions and payment of the final dividend, if declared. Electronic payout of Dividend as mandated by SEBI, Dividend, if declared, shall be paid on or after Wednesday, 24^th July 2024 within prescribed timelines, to the Shareholders electronically through Electronic Clearing Services (ECS)/National Electronic Clearing Services (NECS)/ Real Time Gross Settlement (RTGS)/Direct Credit, etc.

The Dividend Distribution Policy framed in accordance with the requirements of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is attached as Annexure 1 and forms part of this Annual Report. The Dividend Distribution Policy of the Company is also uploaded on the Companys website at https://mldlprodstorage.blob.core.windows.net/ live/2022/02/2-Dividend-Distribution-Policy.pdf

During the FY 2023-24, no amount has been transferred to any reserves. An amount of Rs. 36,022 lakh is proposed to be retained in the Profit and Loss Account of the Company.

Despite global headwinds, India saw stability in its macroeconomic environment and registered a strong performance during the year. Indias GDP grew by 7.6% in FY 2023-24, compared to 7% in the previous year, with strong contribution from both private consumption expenditure as well as public investment.

During the year, your Company launched five new projects — Lakefront Estates and Green Estates in Chennai, Mahindra Vista in Mumbai, Mahindra Crown in Pune, and Mahindra Zen in Bengaluru. It also launched fresh inventory in three of its existing projects. It registered sales of Rs. 2,328 crore in FY 2023-24, which is its best ever performance and significantly higher than Rs. 1,812 crore achieved in the previous year. Area sold also increased from 2.23 million square feet (msft) in FY 2022-23 to 2.47 msft in FY 2023-24.

Overall, in the residential business, the Company is currently developing 9.78 msft with another 6.41 msft available in the form of forthcoming projects — new phases of ongoing projects and new projects that are under planning.

There has been a decline in the business of integrated cities and industrial clusters, with leasing of 119.4 acres of land in FY 2023-24, compared to 158 acres in the previous year. Most of the leasing activity during the year happened in Mahindra World City, Jaipur and Origins Chennai. Total lease premium generated in FY 2023-24 was Rs. 370 crore, marking a decrease from Rs. 456 crore generated in FY 2022-23.

Total income of your Company on a standalone basis decreased from Rs. 62,812 lakh in FY 2022-23 to Rs. 12,343 lakh in FY 2023-24. The Company reported a loss before taxes of Rs. 9,302 lakh in FY 2023-24 and after accounting for an exceptional gain, loss before tax stood at Rs. 7,011 lakh. Loss after tax in FY 2023-24 was Rs. 3,882 lakh as compared to profit of Rs. 15,125 lakh in FY 2022-23.

Total consolidated income of your Company decreased from Rs. 65,956 lakh in FY 2022-23 to Rs. 27,912 lakh in FY 2023-24. Profit before tax after incorporating share in profit of Associates and an exceptional gain stood at Rs. 5,429 lakh in FY 2023-24. Consolidated profit after tax was Rs. 9,830 lakh in FY 2023-24.

Your Company and its subsidiaries received several awards and recognitions during the FY 2023-24, a testimony to the Companys well-established policies and processes and its continuous efforts to drive sustainability across. Some of the prestigious awards received are as under:

• The Company ranked 1^st in Asia - Public Disclosure in the category of GRESB (Global Real Estate Sustainability Benchmark).

• 15^th CIDC Viswakarma Awards - 2024 - Award for Best Maintained Structures / Retrofitting & Rehabilitation – MWCC (O&M).

• The Company was awarded IGBC Green Champion Award under category "Organisation leading the Net Zero Building Movement in India" by Indian Green Building Council.

• The Company was awarded Carbon Masters Award by ISHRAE Pune Chapter.

• Mahindra Citadel awarded as Experiential Marketing Campaign of the Year and Innovative Marketing Concept of the Year at Realty+ Excellence Awards.

• The Company was awarded Champion - Sustainability Performance 14^th edition of Corporate Governance & Sustainability Vision Awards – 2024 by Indian Chamber of Commerce.

• Mahindra Eden was honored as the Most Environment-Friendly Residential Space and for its Innovative Marketing Concept of the Year at the 15^th Realty+ Excellence Awards 2023, South.

• At the 15^th Realty+ Excellence Awards 2023, West, Mahindra Happinest Kalyan-2 was honored with the Consumer Connect Initiative of the Year and Most Environment-Friendly Residential Space awards, while Mahindra Happinest Kalyan received the Affordable Housing Project of the Year award. Additionally, Mahindra Happinest Palghar-2 was recognized as the Budget Housing Project of the Year, and Mahindra Tathawade was awarded the Innovative Marketing Concept of the Year.

The details are also provided under section "Achievements and Awards" of this Report.

During the year, the Company has issued and allotted 2,50,000 and 92,781 equity shares of Rs. 10 each to the eligible employees pursuant to exercise of stock options granted under Employee Stock Option Scheme – 2006 (ESOS – 2006) and Employee Stock Option Scheme – 2012 (ESOS – 2012), respectively.

Consequently, the issued equity share capital of the Company increased from Rs. 15,482.04 lakh to Rs. 15,516.32 lakh and the subscribed and paid-up equity share capital of the Company increased from Rs. 15,466.72 lakh to Rs. 15,500 lakh.

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

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

Beginning 1^st April, 2024, till the date of the Report, Nomination Remuneration Committee ("NRC") has not considered grant of Stock Options under ESOS-2006 and ESOS-2012.

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

During the year, no change was made to the ESOS – 2006 Scheme. The Shareholders at their respective meetings held on 24^th July, 2012 and 28^th August, 2020, approved the ESOS-2012 Scheme and amendments thereto, respectively, and authorised the NRC to create, offer, issue and allot stock options on such eligibility criteria as determined by NRC. During the year, NRC has approved modification(s) in the criteria to determine eligible employees, the quantum of stock options and the allocation criteria for grant to eligible employees. The existing schemes are implemented in compliance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB&SE Regulations") and other applicable Regulations and Circulars in force, from time to time.

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

The disclosure in relation to ESOS-2006 and ESOS-2012 under the SBEB&SE Regulations is uploaded on the website of the Company at https://www.mahindralifespaces.com/ investor-center/?category=annual-reports

As on 31^st March, 2024, the Promoter and the Holding company i.e., Mahindra and Mahindra Limited (M&M) holds 7,93,19,550 equity shares representing 51.17 percent of the total paid-up equity share capital of the Company compared to 51.28 percent as on 31^st March, 2023. Consequent to the allotment of equity shares to eligible employees under ESOS-2006 and ESOS-2012 during the FY 2023-24, the percentage shareholding of M&M was reduced by 0.11 percent.

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

A report highlighting the performance of each of the subsidiaries, associates and joint venture companies as per the Act, and their contribution to the overall performance of the Company is provided in the consolidated financial statement at Note No. 43(b).

Mahindra World City (MWC), Chennai, is being implemented by Mahindra World City Developers Limited (MWCDL), an 89:11 joint venture between the Company and the Tamil Nadu Industrial Development Corporation Limited (TIDCO), respectively. MWC, Chennai is Indias first integrated business city and corporate Indias first operational SEZ spread across 1,524 acres with a leasable potential of 1,146 acres and comprising of multi sector Special Economic Zones (SEZs) and a Domestic Tariff Area (DTA) and Residential & Social Zone (R&S). It is the first township in India to receive the Green Township Certification (Stage I Gold certification) from IGBC. MWC, Chennai has leased 100 percent of its existing land inventory in the SEZ and DTA, but continues to offer lease options in the R&S.

Mahindra World City (MWC), Jaipur, is being implemented by Mahindra World City (Jaipur) Limited (MWCJL), a 74:26 joint venture between the Company and Rajasthan State Industrial Development & Investment Corporation Limited (RIICO), a Government of Rajasthan enterprise, respectively. The project is spread across 2,946 acres of land and offers multi product SEZ, along with DTA and Social & Residential Infrastructure. The Company has partnered with International Finance Corporation (IFC), a member of the World Bank Group for the development of MWC, Jaipur. IFC has invested

Rs. 19,480 lakh in MWCJL and is entitled to economic rights to the extent of 50% on 500 acres of gross land comprising first 250 acres of SEZ and first 250 acres of DTA. In FY 2023-24, MWCJL continues its steady performance with leasing revenue of Rs. 23,152 lakh.

Mahindra Industrial Park Chennai Limited (MIPCL), is a 60:40 joint venture between MWCDL and Sumitomo Corporation, Japan, respectively. MIPCL is setting up an industrial cluster in North Chennai (the NH-16 corridor) on approximately 307 acres with a leasable potential of 229 acres under the brand ‘Origins by Mahindra World City. Till date, MIPCL has leased 157 acres of industrial land. MIPCL clocked leasing revenue of Rs. 9,045 lakh in FY 2023-24 as compared to Rs. 20,453 Lakh leasing revenue in FY 2022-23.

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

Mahindra Homes Private Limited (MHPL), is a 73.67:26.33 joint venture between the Company and Actis Mahi Holding (Singapore) Private Limited (‘Actis), respectively and is developing in collaboration with a developer and landowning companies, a group housing project "Luminare" at NCR on approximately 6.80 acres. It has completed a residential project "Windchimes" at Bengaluru on approximately 5.90 acres. In the FY 2023-24, MHPL completed buyback of 5,480 equity shares each of Series B and Series C held by Actis and the Company at an aggregate consideration of Rs. 2,734.63 lakh each. MHPL has launched third phase of its existing residential project, ‘Luminare – Phase 3 with development potential of 0.44 msft.

Mahindra Bloomdale Developers Limited (MBDL), is a wholly owned subsidiary of MLDL. MBDL completed its residential Project ‘Bloomdale in FY 2024 approximately on 25.2 acres at Multi-modal International Hub Airport at Nagpur and developed 1.55 msft area in the said Project. In FY 2023, MBDL launched a residential project, ‘Nestalgia at Pimpri, Pune on 3.2 acres of land parcel offering development potential of approximately. 0.53 msft.

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

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

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

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

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

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

A Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies included in the Consolidated Financial Statements and their contribution to the overall performance of the Company, is provided in Form AOC-1 and forms part of this Annual Report.

The Policy for determining material subsidiaries as approved by the Board is uploaded on the Companys website and can be accessed at Web-link: https://mldlprodstorage.blob.core. windows.net/live/2021/10/policy-for-determining-material-subsidiaries-1.pdf

During the FY 2023-24, Mahindra World City Developers Limited, Mahindra World City (Jaipur) Limited, Mahindra Industrial Park Chennai Limited and Mahindra Homes Private Limited were unlisted material subsidiaries of the Company.

The Company has partnered with Actis, a leading global investor in sustainable infrastructure, for developing industrial and logistics real estate facilities across India. As part of the arrangement, the Company or its Affiliates and Actis or its Affiliates will jointly invest in Asset Owning SPVs and in an entity that will provide business services to the Asset Owning SPVs (Service Entity) in form of equity and/or other securities. Accordingly, in FY 2022-23, the Company and an Affiliate entity of Actis had formed / acquired a Service Entity namely Ample Parks and Logistics Private Limited (earlier known as AMIP Industrial Parks Private Limited), in the ratio of 26:74 between the Company and Omega Warehouse Holdings 2 Limited, affiliate entity of Actis. During the FY 2023-24, the Company and Actis / its Affiliates has invested in the ratio of 33:67, respectively, of Ample Park Project 1 Private Limited and Ample Park Project 2 Private Limited, both Asset Owning SPVs, resulting in them becoming associate companies of the Company.

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

The Consolidated Financial Statements of the Company, its subsidiaries, associates and joint ventures prepared in accordance with the Act and applicable Indian Accounting Standards along with all relevant documents and the Auditors Report form part of this Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies, associates and joint ventures.

In terms of Section 136 of the Act, the audited financial statement of each of the subsidiaries is placed on the website of the Company at web link: https://www.mahindralifespaces. com/investor-center/?category=annual-reports.

The Companys Financial Statements are prepared on the basis of the Accounting Policies that are carefully selected by Management and approved by the Audit Committee and the Board. These Accounting Policies are reviewed and updated from time to time. The Company uses SAP ERP Systems as a business enabler and to maintain its Books of Account. The transactional controls built into the SAP ERP systems ensure appropriate segregation of duties, appropriate level of approval mechanisms and maintenance of supporting records. The Company has accounting software for maintaining its books of account, which has a feature of recording audit trail facility for all relevant transactions. These systems and controls are audited by Internal Audit and their findings and recommendations are reviewed by the Audit Committee which ensures the implementation. The Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. The Companys Internal Financial Controls were deployed through Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), that addresses material risks in the Companys operations and financial reporting objectives. Such controls have been assessed during the year taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by The Institute of Chartered Accountants of India. Based on the results of such assessments carried out by the Management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed.

A detailed analysis of your Companys performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

A Report on Corporate Governance along with a Certificate from Practicing Company Secretaries, regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations forms part of this Annual Report.

The Company has established a vigil mechanism by adopting a Whistle Blower Policy for stakeholders including directors and employees of the Company and their representative bodies to freely report / communicate their concerns / grievances about illegal or unethical practices in the Company, actual or suspected, fraud or violation of the Companys Code or Policies. The vigil mechanism is overseen by the Audit Committee and provides adequate safeguards against victimisation of stakeholders who use such mechanism. It provides a mechanism for stakeholders to approach the Chairman of Audit Committee or the Business Ethics & Governance Committee (BEGC) consisting of functional heads. No person was denied access to the Chairman of the Audit Committee or BEGC. The Whistle Blower Policy of the Company is in accordance with the Act and Listing Regulations and the same is available at web link https://mldlprodstorage.blob.core.windows.net/live/2021/10/ Whistle-Blower-Policy-Intranet-1.pdf. The Policy covers coordinates of each of the members of BEGC and Chairman of the Audit Committee. The Company has put in place an Ethics helpline managed by an external agency to ensure that any violations to its Code of Conduct (including violation of Human rights) are addressed objectively. Stakeholders may report any unethical behaviour or violations at https://ethics. mahindra.com or call toll free number: 000 800 1004175. An update on whistle blower complaints is provided to the Audit Committee of the Company on a quarterly basis.

The Company has zero tolerance towards sexual harassment at its workplace and has adopted a Policy for Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") to provide a safe, secure and enabling environment, free from sexual harassment. Internal Complaints Committees ("ICC") have been constituted to redress complaints of sexual harassment and the Company has complied with the provisions relating to the constitution of ICC under the Act. While maintaining the highest governance norms, ICC are constituted for various locations. Half of the total members of the ICC are women. The external members with requisite experience in handling such matters are also part of the ICC. The ICC is presided over by a senior woman employee in each case. Inquiries are conducted and recommendations are made by the ICC at the respective locations.

All employees are briefed on the POSH Policy during induction. The Company also actively conducts various trainings and sensitisation programs across all its locations and verticals on a periodical basis to increase awareness about the Policy and the provisions of POSH Act amongst employees. During the financial year, mandatory training on POSH were conducted online with an improved and interactive approach. Training to ICC members was also imparted.

During the year the Company received NIL complaints. As on this date of this report, there are no complaints received by/ pending with the Company under POSH Act.

As on 31^st March, 2024, the Risk Management Committee of the Company comprises one Non-Executive Independent Director, Ms. Amrita Chowdhury, one Non-Executive Non-Independent Director, Ms. Rucha Nanavati, Managing Director & CEO, Mr. Amit Kumar Sinha and Chief Financial Officer, Mr. Vimal Agarwal. Ms. Amrita Chowdhury is the Chairperson of the Committee. The role of the Committee inter alia, includes, formulation, overseeing and implementation of risk management policy, business continuity plan, and to ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company. The Audit Committee is periodically briefed regarding implementation of risk management policy including identification, if any.

The Company regularly carries out several initiatives that contribute to sustainability and well-being of the environment and communities in which it operates. The Company is committed to demonstrate integration of green and climate responsive designs in products and it aims to be seen as a leader in net zero and climate responsive developments in the years to come. Sustainability is, thus, a core agenda for the Company. As stipulated in Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR") of the Company, in the prescribed format is available as a separate section and forms part of this Integrated Annual Report. The BRSR is also uploaded on the website of the Company and can be accessed at the weblink: https://www.mahindralifespaces.com/investor-center/?category=annual-reports

The composition of the Board of Directors is duly constituted as per the provisions of the Act and Listing Regulations with an optimum combination of Executive and Non-Executive Directors (including Independent Directors), which comprises of Mr. Ameet Hariani, Ms. Amrita Chowdhury and Mr. Anuj Puri as Non-Executive Independent Directors, Dr. Anish Shah, Ms. Asha Kharga and Ms. Rucha Nanavati as Non-Executive Non-Independent Directors. Mr. Amit Kumar Sinha is Managing Director and CEO of the Company. Mr. Arvind Subramanian ceased to be Managing Director and CEO of the Company effective 22^nd May, 2023 due to his resignation. Mr. Ameet Hariani, Independent Director, is the Chairman of the Board and the Company.

In terms of Section 152 of the Act, Dr. Anish Shah (DIN: 02719429) Non-Executive Non-Independent Director, retires by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible, has offered himself for reappointment.

Dr. Anish Shah has consented to act as a director and is not disqualified from being re-appointed as Director in terms of Sections 164 and 165 of the Act read with applicable rules made thereunder. He is not debarred from holding the office of Director by virtue of any order issued by SEBI or any other such authority. He is not related to any other Directors/Key Managerial Personnel of the Company.

The Board, basis recommendation of the NRC, recommends his re-appointment as Non-Executive Director of the Company, for approval of the Members at the ensuing AGM. Brief profile and other details of Dr. Anish Shah in terms of the Act, Listing Regulations and Secretarial Standards on General Meeting, are provided in the Corporate Governance Report forming part of the Annual Report.

The first term of Ms. Amrita Chowdhury, Independent Director of the Company expires on 12^th August, 2024. Basis the performance evaluation report, her valuable contribution to the Board and Committees deliberations, business knowledge, acumen, integrity and experience during her first term and basis recommendation of the NRC, the Board of Directors of the Company has, subject to the approval of the Members of the Company, approved re-appointment of Ms. Amrita Chowdhury (DIN: 02178520) as an Independent Director on the Board of the Company, not liable to retire by rotation, for a second term of five consecutive years w.e.f. 13^th August, 2024 till 12^th August, 2029 (both days inclusive). The necessary resolution seeking approval of the Members of the Company has been incorporated in the Notice of 25^th Annual General Meeting of the Company. Brief profile of Ms. Amrita Chowdhury is provided in the Corporate Governance Report.

The Company has received declarations from each of the Independent Directors confirming that they meet the criteria of independence as provided in the Act and Listing Regulations. The Independent Directors of the Company have confirmed that they are registered in the Independent Directors data bank maintained by the IICA and unless exempted, have also passed the online proficiency self-assessment test conducted by IICA. The Board of the Company, after taking these declarations on record and undertaking due veracity of the same, concluded that the Independent Directors of the Company are persons of integrity and possess the relevant expertise, experience and proficiency to qualify as Independent Directors of the Company and are independent of the Management of the Company.

The performance evaluation of Non-Independent Directors and the Board as a whole, Committees thereof and Chairman of the Company was carried out by Independent Directors. Pursuant to the provisions of the Act and the Listing Regulations, the NRC formulated criteria for effective evaluation of the performance of the Board, its Committees and Individual Directors. Accordingly, the performance evaluation of the Board, its committees and individual Directors was carried out by the NRC and the Board of Directors. Further, pursuant to Schedule IV of the Act and Regulation 17(10) of the Listing Regulations, the evaluation of Independent Directors was done by the Board of Directors. The Independent Directors in a separate meeting carried out the evaluation of the performance of the Chairman of the Company, considering the views of Executive and Non-Executive Directors, the performance of the Non-Independent Directors and the Board as a whole, and also assessed the quality, quantity and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The NRC at its meeting reviewed the evaluations and the implementation and compliance of the evaluation exercise done.

For performance evaluation, structured questionnaires, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity, attendance and adequacy of time given by the Directors to discharge their duties, Corporate Governance practices, etc. were circulated to the Directors for the evaluation process.

The results of the evaluation were presented to the Board, the NRC, and the Independent Directors at their respective meetings and action points that may arise from the outcome of the evaluation. All Directors of the Company as on 31^st March 2024 participated in the evaluation process. The evaluation exercise for the financial year, inter-alia, concluded the transparency and free-flowing discussions at meetings, the adequacy of the Board and its Committee compositions and the frequency of meetings were satisfactory. Suggestions have been noted for implementation. The Directors expressed their satisfaction with the evaluation process. The NRC ascertained and reconfirmed that the deployment of

"questionnaire" as a methodology, is effective for evaluation of performance of Board and Committee and Individual Directors.

The Directors are afforded opportunities to familiarise themselves with the Company, its Management, and its operations during their association with the Company. All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates terms and conditions of their engagement. The Managing Director & CEO and the Senior Management, basis the requirement, provide an overview of the operations and familiarise the Directors on matters related to the Companys values and commitments. The Directors are apprised at quarterly Board Meetings by way of presentations which inter-alia includes industry outlook, competition update, company overview, operations and financial highlights, regulatory updates, presentations on internal control over financial reporting, etc. which not only give an insight to the Directors on the Company and its operations but also allows them an opportunity to interact with the Management.

Details of familiarisation programs imparted during the financial year are in accordance with the requirements of the Listing Regulations are available on the Companys website and can be accessed at the weblink: https://www. mahindralifespaces.com/investor-center/?category=annual-reports

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

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

(b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 31^st March, 2024 and of the profit and loss of the Company for that period;

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

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

(e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

Your Company has adopted the following Policies which, inter alia, include the criteria for determining qualifications, positive attributes and independence of a Director:

a) Policy on Appointment of Directors and Senior Management and Succession Planning for Orderly Succession to the Board and the Senior Management;

b) Policy for Remuneration of the Directors:

c) Policy for Remuneration of Key Managerial Personnel and Employees.

Policy a) mentioned above includes the criteria for determining qualifications, identification of persons who are qualified to become Directors and who may be appointed in the Senior Management Team in accordance with the criteria laid down in the said Policy, succession planning for Directors and Senior Management, and Policy statement for Talent Management framework of the Company.

Policy b) mentioned above sets out the approach for compensation of Directors

Policy c) mentioned above sets out the approach for compensation of Key Managerial Personnel and other employees of the Company.

Policies mentioned at a), b) and c) above are available on the website and can be accessed at the Web-link: https://www. mahindralifespaces.com/investor-center/?category=code-policies

During the Financial Year ended 31^st March 2024, four Board Meetings were held on the following dates: 25^th April, 2023, 26^th July, 2023, 27^th October, 2023 and 2^nd February, 2024. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this Annual Report.

The 24^th AGM of the Company was held on Wednesday, 26^th July, 2023 through audio-video conferencing/other audiovisual means.

The 25^th AGM of the Company will be held on Wednesday, 24^th July, 2024 at 3.00 pm, through audio-video conference/ other audio-visual means to discuss the business as stated in the AGM Notice.

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 Chairman of the Company (taking into account the views of the Executive and 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 the Independent Directors met on 15^th March, 2024. The Meeting was attended by all the Independent Directors of the Company.

As on 31^st March, 2024, the Audit Committee of the Company comprises three Non-Executive Independent Directors, Mr. Ameet Hariani, Ms. Amrita Chowdhury, Mr. Anuj Puri and one Non-Executive, Non-Independent Director, Ms. Rucha Nanavati. Mr. Ameet Hariani is the Chairman of the Audit Committee. During the year, Mr. Anuj Puri was appointed as a member of the Audit Committee effective 25^th April, 2023.

All members of the Audit Committee are financially literate and possess accounting and financial management knowledge. The details of the same are provided under the head Skills/Expertise/Competence of the Board of Directors in the Corporate Governance Report. The Company Secretary is the Secretary to the Committee. The Managing Director & CEO, Chief Financial Officer, the Internal Auditors and Statutory Auditors are periodically invited to attend the Audit Committee Meetings. The significant audit observations and corrective actions, as may be required and taken by the Management are presented to the Audit Committee. The Board has accepted all recommendations made by the Audit Committee from time to time.

The Company has constituted a CSR Committee. As on 31^st March, 2024, the CSR Committee comprise one

Independent Director, Ms. Amrita Chowdhury, one Non-Executive Non-Independent Director, Ms. Asha Kharga and Managing Director & CEO, Mr. Amit Kumar Sinha. Ms. Amrita Chowdhury is the Chairperson of the Committee. The role of the Committee, inter-alia, is to formulate and recommend to the Board, and monitor CSR Policy, expenditure to be incurred on the CSR activities, an annual action plan in pursuance of its CSR policy and review the impact of the undertaken CSR projects in the financial year.

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

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

• Encourage employees to participate actively in the Companys CSR and give back to the society in an organised manner through the employee volunteering program called Employee Social Options.

Based on the recommendation of CSR Committee, the Board during the Financial Year 2023-24 has adopted the amended CSR Policy incorporating regulatory changes, details on focus/ thrust areas and other changes reflecting the commitment of the Company. The Companys CSR policy is available on the Companys web link at https://mldlprodstorage.blob.core. windows.net/live/2024/06/MLDL_CSR-Policy.pdf.

The Company registered an average loss during the immediately preceding three Financial Years and therefore, the provision with respect to CSR expenditure was not applicable for the Financial Year ended on 31^st March, 2024.

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

Details of other Board Committees, their compositions, Meetings held, attendance of the Members at the Committee Meetings are provided in the Corporate Governance Report. The composition of the Board Committees is also uploaded on the website of the Company and can be accessed through the weblink: https://mldlprodstorage.blob.core.windows.net/ live/2022/08/6596bc9b4acc5-6596bc9b4acc7Composition-as-on-27^th-October-2023fin.pdf.pdf

As on 31^st March, 2024, details of Key Managerial Personnel under the Act are given below:

* with effect from 27^th October, 2023

During the year, Mr. Arvind Subramanian tendered his resignation as the Managing Director & CEO (KMP) of the Company effective from 22^nd May, 2023. Mr. Amit Kumar Sinha has been appointed as the Managing Director & CEO of the Company for a period of five years effective 23^rd May, 2023 to 22^nd May, 2028 (both days inclusive) by the Board of Directors at its meeting held on 23^rd February, 2023. The shareholders have confirmed appointment of Mr. Sinha by passing a resolution through postal ballot on 20^th May, 2023. Mr. Vimal Agarwal, Chief Financial Officer (‘CFO) has tendered his resignation with effect from close of 30^th April, 2024, on account of his transition to a new role within Mahindra Group. The Board at its meeting held on 2^nd February, 2024, has appointed Mr. Avinash Bapat as the CFO, effective 1^st May, 2024. Mr. Ankit Shah, Assistant Company Secretary & Compliance Officer has tendered his resignation effective 2^nd August, 2023, the Board of Directors at its meeting held on 27^th October, 2023 appointed Ms. Bijal Parmar as Assistant Company Secretary & Compliance Officer.

Messrs Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration Number 117366W/W-100018) were re-appointed as the Statutory Auditors of the Company to hold office for a second term of 5 years from the conclusion of the 23^rd Annual General Meeting held on 27^th July, 2022 until the conclusion of the 28^th Annual General Meeting of the Company to be held in the year 2027.

The Statutory Auditors Reports on the Annual Audited Standalone and Consolidated Financial Statements for the FY 2023-24 forms part of this Annual Report and are unmodified i.e., they do not contain any qualification, reservation, or adverse remark.

The Company has also received a certificate from M/s. Deloitte Haskins & Sells LLP, Chartered Accountants confirming their eligibility to continue as Statutory Auditors in accordance with the provision of Sections 139 and 141 of the Act read with Rules framed thereunder.

The Board of Directors, on recommendation of the Audit Committee, had appointed CMA Vaibhav Prabhakar Joshi, Practising Cost Accountant, Mumbai (Firm Registration No. 101329), as Cost Auditor of the Company to conduct audit of the cost records maintained by the Company for the FY 2023-24. CMA Vaibhav Prabhakar Joshi has confirmed that his appointment is within the limits of Section 141(3)(g) of the Act and has also certified that he is free from any disqualification specified under Section 141 and proviso to Section 148(3).

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

The Company is required to maintain cost records as specified under Section 148 of the Act and such accounts and records are made and maintained by the Company for the FY 2023-24.

Pursuant to the provisions of Section 204 of the Act and Rules thereunder, the Board has appointed M/s Martinho Ferrao & Associates, Practising Company Secretaries, (FCS Number: 6221 and Certificate of Practice Number: 5676) to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report for the Financial Year ended 31^st March, 2024, is annexed herewith and marked as Annexure 3 to this Boards Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

For the FY 2023-24, Mahindra World City Developers Limited, Mahindra World City (Jaipur) Limited, Mahindra Industrial Park Chennai Limited and Mahindra Homes Private Limited, are the unlisted material subsidiaries of the Company. None of the said Audit Reports contain any qualification, reservation, adverse remark or disclaimer. The Secretarial Audit Reports of material subsidiaries for the Financial Year ended 31^st March, 2024, are annexed herewith and marked as Annexure 4 to this Report.

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

The Company has in place a process for approval of Related Party Transactions and on dealing with Related Parties. As per the process, necessary details for each of the Related Party Transactions, as applicable, along with the justification are provided to the Audit Committee in terms of the Companys Policy on Materiality of and on Dealing with Related Party Transactions and as required under SEBI Master Circular Number SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11^th July, 2023. All Related Party Transactions entered during the year were in the ordinary course of business and on an arms length basis.

The Company has not entered into Material Related Party Transactions as per the provisions of the Act and a confirmation to this effect as required under section 134(3) (h) of the Act is given in Form AOC-2 as Annexure 5, which forms part of this Boards Report.

The Policy on Materiality of and on Dealing with Related Party Transactions as approved by the Board is uploaded on the Companys website and can be accessed at the Web-link: https://mldlprodstorage.blob.core.windows.net/live/2021/10/ RPT-Policy-1.pdf

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

Your Company has not accepted any deposits from public or its employees and, as such no amount on account of principal or interest on deposit were outstanding as on 31^st March, 2024. The Company does not have any Non-Convertible Securities listed on any stock exchanges. The details of loans and advances are provided in the standalone financial statement at Note No. 39.

Further, details of the transactions of the Company, with the promoter and holding company, M&M, in the format prescribed in the relevant accounting standards for annual results, are given in Note No. 36 to the standalone financial statement.

Information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as per Section 134(3)(m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure 6 to this Report.

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure 7 to this Report.

Details of employees remuneration as required under provisions of Section 197(12) of the Act read with Rule 5(2)

& 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available on your Companys website at: www.mahindralifespaces.com

Mr. Amit Kumar Sinha joined Mahindra Group in November 2020 and was employed with M&M, holding company of the Company, as President - Group Strategy. As an employee of M&M, Mr. Sinha had been granted stock options of M&M which continued to vest with Mr. Sinha on the terms and conditions as specified in the letter of grant or on such terms modified by M&M, from time to time, including during the period of his appointment as Managing Director & CEO with the Company.

Except as mentioned herein, Mr. Amit Kumar Sinha did not receive any other remuneration from Holding/Subsidiaries of the Company during FY 2023-24.

The Annual Return in Form MGT-7 for the Financial Year ended 31^st March, 2024 is available on the website of the Company at www.mahindralifespaces.com

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

• Ther e has been no change in the nature of your Company.

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

• During the year, no revision was made in the previous financial statements or the Boards report of the Company.

• During the year, the Company has not made any application under the Insolvency and Bankruptcy Code, 2016.

• During the year, the Company has not made any onetime settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operation in future.

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