డైరెక్టర్ల నివేదిక Raymond Realty Ltd.

Mar 31, 2026

Your Directors are pleased to present the Seventh (7^th) Annual Report on the business and operations of Raymond Realty Limited (‘the Company’ or ‘Raymond Realty’ or ‘RRL’) together with the Audited Financial Statements for the financial year ended March 31, 2026 (“year under review”). The financial year 2025-26 marks a historic and pivotal milestone in the journey of the Company. The Equity Shares of the Company were formally listed on the Stock Exchanges namely BSE Limited and National Stock Exchange of India Limited on July 1, 2025. Consequently, this is the Company’s Inaugural and First Annual Report following its listing in FY2025-26.

1. CORPORATE OVERVIEW AND GENERAL INFORMATION

The Company was incorporated on November 14, 2019 and was primarily a wholly owned subsidiary of Raymond Limited.

The Hon’ble National Company Law Tribunal (‘NCLT’), vide its order dated March 27, 2025 approved the Scheme of Arrangement between Raymond Limited (“RL” or the “Demerged Company”) and Raymond Realty Limited (formerly known as Raymond Lifestyle Limited) (“RRL” or the “Resulting Company”) and their respective Shareholders. Pursuant to the Scheme of Arrangement, the Realty Business Undertaking of the Raymond Limited was transferred to and vested in Raymond Realty Limited with effect from April 30, 2025. The Appointed Date for the Scheme was April 01, 2025. The Effective Date for the Scheme was April 30, 2025 (Post completion of working hours). The Company got listed on the Stock Exchanges viz. BSE Limited (‘BSE’) and National Stock Exchange of India (‘NSE’) Limited w.e.f. July 01, 2025. The demerger of the Real Estate Business has transformed into an independently listed, pure-play property developer.

The Company being a proud lineage of the iconic Raymond Group, known for its enduring heritage and craftsmanship, carries that same ethos into how people shape their homes and lifestyles today. Backed by a century of Raymond’s trust, Raymond Realty offers luxury apartments in Mumbai Metropolitan Region (‘MMR’). Since 2019, the Company have envisioned spaces that carry purpose, where architecture embodies finesse and every experience is shaped with mindful precision.

Raymond Realty ranks among the top 5 real estate developers in Mumbai Metropolitan Region, recognized for premium residential and commercial spaces built with unmatched quality. At landmark projects like The Address by GS and Invictus by GS, the Company expertly blend retail and premium residential spaces, creating luxury residential projects that cater to the diverse needs of modern urban living. Today, Raymond Realty continues to grow with a strong presence across Mumbai, Thane and the wider Mumbai Metropolitan Region. In every market wherein the Company entered, it has become the preferred choice for homebuyers, a testament to the trust which has been earned and the premium experience been delivered. The Company is also exploring newer avenues to continue to enhance its Shareholder value.

With Owned land optimisation and applying Capital-Light JDA Model, the Company has launched Seven (7) projects in FY2025-26 in BKC, Wadala, Sion and Thane. The details of this projects are as mentioned below:

a. Invictus by GS, BKC

b. The Address by GS, Wadala

c. The Address by GS, Sion

d. The Address by GS Season 3, Thane

e. Invictus by GS Tower B, Thane

f. Park Street, Thane

g. TenX district 9, Thane

2. FINANCIAL SUMMARY AND STATE OF COMPANY AFFAIRS

A summary of your Company’s financial results from continuing operations for the FY2025-26 is as under:

(H in Lakhs)
Particulars	Standalone		Consolidated
	March 31, 2026	March 31, 2025	March 31, 2026	March 31, 2025
Revenue from Operations	1,61,574	-	2,99,079	56,518
Other Income	10,994	-	4,863	212
Operating Profit / (Loss) before exceptional items	32,545	(8)	37,464	1,545
Exceptional items	-	-	-	-
Tax Expenses / Credit (Incl. Deferred Tax)	6,273	-	7,005	(232)
Share in loss of Associates & Joint Ventures, net of tax	-	-	-	-
Profit after Tax	26,272	(8)	30,459	1,777

The Standalone Gross Revenue from continuing operations for FY2025-26 was H1,72,568 Lakhs (Previous Year: Nil) The Operating Profit increased from loss of H8 Lakhs in the previous year to H32,545 Lakhs in the current year. The Net Profit for the year stood at H26,272 Lakhs over previous year Loss of H8 Lakhs. As Raymond Realty Limited did not carry out any operational activities as a standalone entity in the previous year, the financial figures for the current period are not directly comparable with those of the prior year.

The Consolidated Gross Revenue from continuing operations for FY2025-26 was H3,03,942 Lakhs (Previous Year: H56,730 Lakhs). The Consolidated Operating Profit increased from H1,545 Lakhs in the previous year to H37,464 Lakhs in the current year. The Consolidated Net Profit for the year stood at H30,459 Lakhs over previous year profit of H1,777 Lakhs.

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report except those which are disclosed in this Report. There were no material events that had an impact on the affairs of your Company.

3. MATERIAL CHANGES DURING THE YEAR UNDER REVIEW

i. Scheme of Demerger of Real Estate Business of Raymond Limited into the Company

During the year under review, the Hon’ble National Company Law Tribunal (‘NCLT’), vide its order dated March 27, 2025, approved the Scheme of Arrangement between Raymond Limited (“RL” or the “Demerged Company”) and Raymond Realty Limited (formerly known as Raymond Lifestyle Limited) (“RRL” or the “Resulting Company”) and their respective Shareholders. The Appointed Date for the Scheme was April 01, 2025. The Effective Date for the Scheme was April 30, 2025 (Post completion of working hours).

ii. Listing at BSE Limited and National Stock Exchange of India Limited:

In terms of the aforesaid Scheme, the Company was Listed on BSE Limited and National Stock Exchange of India Limited with effect form July 01, 2025.

4. SHARE CAPITAL

i. Change in Authorised Share Capital

In terms of the Scheme, the Authorised Share Capital was increased from H1,75,00,000/- (Rupees One Crore Seventy Five Lakhs Only) consisting of 17,50,000 Equity Shares of H10/- each to H70,00,00,000/- (Rupees Seventy Crores Only) divided into 7,00,00,000 Equity Shares of H10/- each.

ii. Change in Paid-up Share Capital

In terms of Scheme, the existing paid up capital of the Company comprising H1,65,00,000/- (Rupees One Crore Sixty Five Lakhs Only) divided into 16,50,000 Equity Shares of H10/- each was cancelled and reduced.

Upon the demerger of real estate business from Raymond Limited to Raymond Realty Limited (formerly known as Raymond Lifestyle Limited), the Company has issued 6,65,73,731 Equity Shares to the Shareholders of Raymond Limited in the ratio of 1:1.

As on March 31, 2026, the paid-up capital of the Company is H66,57,37,310/- consisting of 6,65,73,731 Equity Shares having face value of H10/- each.

The Company does not have any outstanding paid-up Preference Share Capital as on date of this report.

During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock options or sweat equity or warrants. As on March 31, 2026, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

There is no instance where the Company failed to implement any corporate action within the specified time limit.

5. DIVIDEND

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations’) the Board of Directors of the Company (the ‘Board’) has adopted a Dividend Distribution Policy which sets out the parameters and circumstances to be considered by the Board in determining the distribution of Dividend to Shareholders and/or retaining profits earned by the Company. The Policy is available on the website of the Company at https://images. ravmondrealtv.in/ravmond/1768887925379 5-Dividend-Distribution-Policy RRL.pdf?v=1.2.6.

In line with the above Policy, your Directors have recommended a Final Dividend of H2/- per share (i.e. 20%) per equity share of face value of H10/- each for FY2025-26. The payment of final Dividend is subject to the approval of Shareholders at the 7^th Annual General Meeting (‘AGM’) and will be paid on or after Tuesday, July 14, 2026. The Record Date fixed for determining the entitlement of Shareholders for payment of Dividend is Friday, July 03, 2026.

Dividend income will be taxable in the hands of the Shareholders with effect from April 01, 2020. Accordingly, the Company shall deduct tax at source from the Dividend paid to the Shareholders at rates prescribed in the Income Tax Act, 1961.

6. TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserves during FY2025-26.

7. DEBT SECURITIES & CREDIT RATING

During the year under review, the Company has not issued any Debt Securities.

During the FY2025-26, CARE Ratings Limited on July 14, 2025 had given the Credit Rating of CARE A ; Stable for Long-term Bank facilities to Raymond Realty Limited, CARE A-; Stable for Long-term Bank facilities to Ten X Realty West Limited (wholly owned subsidiary company) and CARE A-; Stable for Longterm Bank facilities to Ten X Realty East Limited (wholly owned subsidiary company). As on March 31, 2026, CARE Ratings Limited has reaffirmed the Credit Rating of CARE A ; Stable for Long-term Bank facilities to Ten X Realty Limited (wholly owned subsidiary company). The Credit Rating is displayed on the website of the Company at https://raymondrealty.in/ investors-details#corporate.

8. CHANGE IN NAME OF THE COMPANY

There was no change in name of the Company during FY2025-26.

9. FINANCIAL STATEMENTS

Your Company has consistently applied applicable accounting policies during the year under review. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses consolidated and standalone financial results on a quarterly basis which are subjected to limited review and publishes consolidated and standalone audited financial results on an annual basis. There were no revisions made to the financial statements during the year under review.

The Financial Statements of the Company are prepared in accordance with the applicable Indian Accounting Standards (“Ind-AS”) as issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

Pursuant to Section 129(3) of the Companies Act, 2013 (“Act”) read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/Associate Companies/Joint Ventures is given in Form AOC-1 and forms an integral part of this Report.

10. RELATED PARTY TRANSACTIONS

The Company undertakes Related Party Transactions with its subsidiaries and group companies.

The Audit Committee approves all the Related Party Transactions in compliance with the provisions of the Companies Act, 2013 (‘the Act’) and Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). Omnibus Approval is obtained on a yearly basis and as and when any increase in limit is required for transactions which are repetitive in nature. Transactions entered into pursuant to omnibus approval are verified by the Corporate Risk Assurance Department and details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval/noting on a quarterly basis.

All transactions entered with related parties during the year under review were on arm’s length basis, ordinary course of business and not material in nature in terms of Section 188 of the Act and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not required. There was no Material Related Party Transactions entered during the year under review with the Promoters, Directors or Key Managerial Personnel of the Company.

Details of all Related Party Transactions are mentioned in the notes to financial statements forming part of the Annual Report. The Company has developed a framework for the purpose of identification and monitoring of such related party transactions.

The Company has put in place a mechanism for certifying the related party transactions statements placed before the Audit Committee and the Board of Directors by an Independent Chartered Accountant Firm. The Firm reviews that the Related Party Transactions are at arm’s length and in the ordinary course of business and a report to that effect is placed before the Audit Committee and Board of Directors at quarterly meetings.

The Board of Directors have formulated a Policy on dealing with Related Party Transactions as amended from time to time. The policy is available on the website of the Company and can be accessed at the link https://images.ravmondrealtv. in/raymond/1778826843089 Related%20Party%2 0 Transaction%20Policy.pdf?v=1.2.6.

None of the Directors have any pecuniary relationship or transactions vis-a-vis the Company except remuneration, profit-based commission and sitting fees.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to financial statements forming part of the Annual Report.

12. PERFORMANCE OF SUBSIDIARIES

There are Five (5) Wholly Owned Subsidiaries of the Company during the FY2025-26 which are as follows:

a. Ten X Realty Limited;

b. Ten X Realty East Limited;

c. Ten X Realty West Limited;

d. Rayzone Property Services Limited; and

e. Ten X Realty North Limited (Formerly known as Chembur Realty Limited).

Ten X Realty Limited (wholly owned subsidiary of the Company) acting through its Nominee Mr. Harmohan Sahni and NKJ Infrastructure LLP acting through its Nominee Mr. Mahesh Sadhawani had incorporated a Limited Liability Partnership namely ‘New Mumbai Realty LLP’ (‘NMRLLP’) on July 12, 2023. Ten X Realty Limited and NKJ Infrastructure LLP were Designated Partners of the said NMRLLP. NMRLLP never commenced any business and also had no intention to do any business or commercial activity in future. Therefore, an application was made to Registrar of Companies, Mumbai to strike off the name of NMRLLP. Ministry of Corporate Affairs vide its notice dated May 6, 2025 had struck off New Mumbai Realty LLP from the Register and NMRLLP was dissolved pursuant to Rule 37(3) of the LLP Rules, 2009 w.e.f. May 6, 2025.

The separate audited financial statements in respect of each of the subsidiaries shall be kept open for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any Shareholder of the Company interested in obtaining the same. The separate audited financial statements in respect of each of the subsidiaries are also available on the website of the Company at https://raymondrealty.in/investors-deta ils?tab=corporate§ion=policies-reports&item=policies-reports&tab_id=69flf3de940fdbd8d0cae9b7.

The performance in brief for all the Wholly Owned Subsidiary Companies is given hereunder:

Wholly Owned Subsidiaries

Ten X Realty Limited (“TXRL”)

Ten X Realty Limited (‘TXRL’), incorporated on December 24, 2021, is a Material Wholly Owned Subsidiary of the Company engaged in real estate business. During the year under review, TXRL registered a Gross Revenue of H728.55 Crores (Previous Year: H560.70 Crores). The Company earned a Profit after Tax of H40.80 Crores (Previous Year profit: H18.13 Crores).

Rayzone Property Services Limited (“RPSL”)

Rayzone Property Services Limited (‘RPSL’) was incorporated on November 11, 2022 with an object to provide Facilities Management Services to residential as well as commercial and corporate sector and is a Wholly Owned Subsidiary of the Company. During the year under review, RPSL registered a Gross Revenue of H8.28 Crores (Previous Year: H6.59 Crores). The Company earned a Profit after Tax of H0.0046 Crore (Previous Year profit: H0.03 Crore).

Ten X Realty East Limited (“TXREL”)

Ten X Realty East Limited (‘TXREL), incorporated on December 20, 2023, is a Wholly Owned Subsidiary of the Company engaged in real estate business. During the year

under review, TXREL registered a Gross Revenue of H168.22 Crores (Previous Year: NIL). The Company earned a Profit after Tax of H7.40 Crores (Previous Year loss: H0.02 Crore).

Ten X Realty West limited (“TXRWL”)

Ten X Realty West Limited (‘TXRWL), incorporated on January 3, 2024, is a Wholly Owned Subsidiary of the Company engaged in real estate business. During the year under review, TXRWL registered a Gross Revenue of H491.94 Crores (Previous Year: NIL). The Company incurred a loss of H6.31 Crores (Previous Year loss: H0.28 Crore).

Ten X Realty North Limited (Formerly known as Chembur Realty Limited) (“TXRNL’”

Ten X Realty North Limited (Formerly known as Chembur Realty Limited) (‘TXRNL’), incorporated on October 29, 2025, is a Wholly Owned Subsidiary of the Company, engaged in real estate business. The Name of Chembur Realty Limited has been changed to ‘Ten X Realty North Limited’ w.e.f. May 15, 2026. The Company incurred a loss of H0.00009 Crore during the year under review (Previous Year profit: NIL).

Material Changes from the financial year end upto the date of this Report:

The Name of Chembur Realty Limited has been changed to ‘Ten X Realty North Limited’ w.e.f. May 15, 2026.

The Company has also incorporated a New Wholly Owned Subsidiary with the name ‘Ten X Realty South Limited’ w.e.f. May 15, 2026.

13. MATERIAL SUBSIDIARY

Based on the criteria specified under Regulation 16 of the SEBI Listing Regulations, Ten X Realty Limited qualifies as a Material Subsidiary of the Company for FY2025-26.

The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the requirements of SEBI Listing Regulations. The Policy has been uploaded on the website of the Company and the same can be accessed at https://images.ravmondrealtv. in/raymond/1768887947707 6-Material-Subsidiary-Policy.pdf?v=1.2.6.

14. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors comprises of individuals with a proven track record of competence and integrity, bringing a unique combination of expertise in different domains, strong financial acumen, strategic insight and exceptional leadership qualities. They devote adequate time to meetings and preparation. In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the business of the Company for effective functioning and how the current Board of Directors are fulfilling the required skills and competencies. This is detailed at length in the Corporate Governance Report.

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. All the Directors have also affirmed that they have complied with the Code of Business Conduct & Ethics of the Company.

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs. The Independent Directors who were required to clear the online proficiency self-assessment test have passed the test.

In the opinion of the Board, the Independent Directors fulfil the conditions of independence, are independent of the management, possess the requisite integrity, experience, expertise, proficiency and qualifications to the satisfaction of the Board of Directors. The details of remuneration paid to the Member of the Board and its Committees are provided in the Report on Corporate Governance.

The information on the Familiarization Program for Directors is disclosed in the Corporate Governance Report.

During the year under review, the Board of the Company was reconstituted as under:

1. Mr. Jatin Khanna (DIN: 07089135), Mr. Krishnan Ashwath Narayan (DIN: 00950589) and Mr. Sandeep Maheshwari (DIN: 08254851) ceased to be Non-Executive Non Independent Directors of the Company w.e.f. May 21, 2025 due to re-organization of the Board of Directors considering the proposed listing of shares of the Company on the stock exchanges post approval of Scheme of Arrangement / Demerger of realty business from Raymond Limited to Raymond Realty Limited.

2. Mr. Gautam Hari Singhania (DIN: 00020088)

was appointed as Additional Non-Executive Non Independent Director w.e.f. May 03, 2025 and was regularized as an Non-Executive Non Independent Director w.e.f. May 05, 2025.

3. Mr. Gautam Hari Singhania (DIN: 00020088)

was appointed as Chairman of the Company w.e.f. May 03, 2025.

4. Mr. Harmohan Sahni (DIN: 00046068) was appointed as an Additional Non-Executive Non Independent Director of the Company w.e.f. May 03, 2025 and was regularized as a Non-Executive Non Independent Director w.e.f. May 05, 2025.

5. Mr. Harmohan Sahni (DIN: 00046068) was appointed as Managing Director (Executive Director) for the period of five years w.e.f. May 16, 2025 to May 15, 2030 at the Board Meeting held on May 03, 2025 and was approved subsequently by the Shareholders at their Meeting held on May 05, 2025. The designation of Mr. Harmohan Sahni was changed from Non-Executive Non Independent Director to Executive Director -Managing Director.

6. Mr. Gautam Trivedi (DIN: 02647162) was appointed as Additional Non-Executive Non Independent Director of the Company w.e.f. May 03, 2025 and was regularized as a Non-Executive Non Independent Director w.e.f. May 05, 2025.

7. Mrs. Dipali Sheth (DIN: 07556685), Mr. Bharat Khanna (DIN: 01114561), Mr. Ashish Kapadia (DIN: 02011632), Mr. Kummamuri Narasimha Murthy (DIN: 00023046) were appointed as Additional Non-Executive Independent Directors w.e.f. May 03, 2025 and were regularized as a Non-Executive Independent Directors w.e.f. May 05, 2025.

8. Mr. Virendrasingh Bisht (DIN: 11350463) was appointed as Additional Non-Executive Independent Director w.e.f. October 28, 2025 and was regularized as a Non-Executive Independent Director w.e.f. December 12, 2025.

As per the provisions of Section 203 of the Act, following are

the Key Managerial Personnel of the Company during the

FY2025-26 and as on the date of this Report:

1. Mr. Harmohan Sahni - Managing Director

2. Mr. Ankur Jindal - Chief Financial Officer; and

3. Mr. Hiren Sonawala - Company Secretary.

15. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors,

to the best of their knowledge and ability, confirms that:

a) in the preparation of the Annual Accounts for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the 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 of the Profit of the Company for the year ended on that date;

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

d) the Annual Accounts have been prepared on a going concern basis;

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

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

16. ANNUAL PERFORMANCE EVALUATION

Your Company believes that the process of Performance Evaluation at the Board level is pivotal to its Board Engagement and Effectiveness. The Nomination, Remuneration and Board Diversity Policy of the Company empowers the Board to formulate a process for effective evaluation of the performance of Individual Directors, Committees of the Board and the Board as a whole pursuant to the provisions of the Act, Regulation 17 and Part D of Schedule II to the SEBI Listing Regulations.

The Board has carried out the Annual Performance Evaluation of its own performance, of Committees of the Board and of the Directors individually. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the functioning of the Board such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specified duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of Individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The Non-Executive Independent Directors of the Company met on March 17, 2026, without the presence of NonExecutive Non-Independent Directors and members of the management to review the Performance of Non-Executive Non-Independent Directors and the Board of Directors as a whole; review the Performance of the Chairman and Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the Board of Directors. The Performance Evaluation of the Non-Executive Independent Directors was carried out by the entire Board.

The Directors expressed their satisfaction with the evaluation process.

Dedicated time was reserved for feedback of the Board on the Agenda. Board interaction between meetings was stepped up through Board calls on various topics. Specific items were also added in the Board Agenda from a Governance perspective.

17 NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors have framed a Nomination, Remuneration and Board Diversity Policy (‘Policy’) which lays down a framework for Remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-Executive Directors (including Independent Directors) (by way of Sitting Fees and Commission), Key Managerial Personnel, Senior Management and payment of remuneration to other employees.

The Board Directors approved Nomination, Remuneration and Board Diversity Policy on April 24, 2025. The Nomination, Remuneration and Board Diversity Policy is available on the website of the Company and can be accessed at viz. https://images.ravmondrealtv.in/ravmond/1768887961158 7-Nomination-Remuneration-and-Board-Diversity-Policy.pdf?v=1.2.6.

The Policy also provides the criteria for determining qualifications, positive attributes and independence of Directors and criteria for appointment and removal of Directors, Key Managerial Personnel / Senior Management Personnel and Performance Evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors.

The Policy sets out a framework that assures fair and optimum Remuneration to the Directors, Key Managerial Personnel, Senior Management Personnel and other Employees such that the Company’s business strategies, values, key priorities and goals are in harmony with their aspirations. The Policy lays emphasis on the importance of diversity within the Board, encourages diversity of thought, experience, background, knowledge, ethnicity, perspective, age and gender are considered at the time of appointment.

The Nomination, Remuneration and Board Diversity Policy is directed towards rewarding performance, based on achievement of goals. It is aimed at attracting and retaining high caliber talent.

18. MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board/Committee meetings are pre-scheduled and a tentative annual calendar of the meetings is circulated to the Board of Directors well in advance to help them plan their schedules and ensure meaningful participation. Only in the case of special and urgent business, should the need arise, approval of the Board/Committees is taken by passing resolutions through Circulation, as permitted by law, which are noted in the subsequent Board/ Committee meeting. In certain special circumstances, the meetings of the Board/Committees are called at a Shorter Notice to

deliberate on business items which require urgent attention of the Board. The Company has complied with Secretarial Standards issued by The Institute of Company Secretaries of India on Board meetings.

The Board of Directors met 6 (Six) times during the year under review and have accepted all recommendations made to it by its various Committees.

The details of the number of meetings of the Board of Directors held during the FY2025-26 and the attendance of Directors forms part of the Corporate Governance Report.

19. COMMITTEES OF THE BOARD

The Board of Directors has the following Committees as on March 31, 2026:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders’ Relationship Committee;

d) Corporate Social Responsibility Committee;

e) Risk Management Committee;

f) Environmental Social and Governance Committee;

g) Investment and Finance Committee; and

h) Committee for Allotment and Listing of Shares.

The details of the Committees of the Board along with their composition, details of reconstitution, number of meetings and attendance of Members at the meetings are provided in the Corporate Governance Report forming part of the Annual Report for the FY2025-26.

20. AUDITORS & REPORTS OF THE AUDITORS

a) Statutory Auditor

M/s Walker Chandiok & Co. LLP, Chartered Accountants (ICAI FRN 001076N/N500013) (an affiliate of Grant Thornton network) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the Annual General Meeting (AGM) of the Shareholders held on May 05, 2025, to hold office from the conclusion of the 6^th AGM of the Company till the conclusion of the 11^th AGM and M/s Chaturvedi & Shah LLP, Chartered Accountants (ICAI FRN 101720W/W100355) were already appointed as a Statutory Auditors of the Company for a period of five consecutive years at the Annual General Meeting (AGM) of the Shareholders held on July 13, 2022 to hold office from the conclusion of the 3^rd AGM of the Company till the conclusion of the 8^th AGM, at a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

M/s Walker Chandiok & Co. LLP and M/s Chaturvedi & Shah LLP are the Joint Statutory Auditors of the Company.

The Statutory Auditor’s Report forms part of the Annual Report. The Statutory Auditor’s Report does not contain any qualification, reservation or adverse remark for the year under review.

During the year under review, there were no instances of fraud which required the Statutory Auditors to report it to the Central Government under Section 143(12) of Act and Rules framed thereunder. The Company has investigated and taken appropriate action against all incidents reported and continuously works on improving the internal controls.

b) Cost Auditor

The Company wishes to report that during the FY2025-26, the demerger and transfer of the real estate business from Raymond Limited into the Company was concluded. This strategic realignment has brought the Company within the purview of Section 148 of the Companies Act, 2013, read in conjunction with the Companies (Cost Records and Audit) Rules, 2014, regarding the maintenance of cost records and conducting cost audits of real estate projects.

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, as on March 31, 2026, your Company was required to maintain cost records and accordingly, such accounts are prepared and records have been maintained for the Company. The Board of Directors at their Meeting held on August 05, 2025 based on recommendation of Audit Committee had appointed M/s. R. Nanabhoy & Co., Cost Accountants, (Firm Registration Number: 7464) as Cost Auditor to audit the cost accounts of the Company for the FY2025-26.

On December 12, 2025, the Shareholders of

the Company through Postal Ballot ratified the remuneration of H1,32,000/- (Rupees One Lakh and Thirty Two Thousand Only) (plus applicable taxes and reimbursement of out of pocket expenses incurred in connection with the audit) to be paid to M/s R. Nanabhoy & Co., Cost Accountants, Cost Auditors of the Company for the FY2025-26.

c) Internal Auditor

As per requirement of the Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, as amended from time to time, the Board of Directors at their Meeting held on May 03, 2025 had appointed M/s. Ernst & Young LLP, Chartered Accountants, as Internal Auditors of the Company for the FY2025-26.

d) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Board of Directors at their Meeting held on May 03, 2025 had appointed

Smt. Uma Lodha (Membership No. F5363, COP No.:2593), Company Secretaries in Practice and Proprietor at Uma Lodha & Co. Company Secretaries (FRN: S1997MH019700) to undertake the Secretarial Audit of the Company for the FY2025-26 and to issue the Secretarial Audit Report and Annual Secretarial Compliance Report. The Secretarial Audit Report and Annual Secretarial Compliance Report for the FY2025-26, contains no observations and no explanation/ justification is required from the management.

The Secretarial Audit Report of the Company in Form MR-3 for FY2025-26 is annexed as Annexure ‘A’ and forms an integral part of this Report.

Pursuant to Regulation 24A of SEBI Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/ PoD2/CIR/P/0155 dated November 11, 2024, the Annual Secretarial Compliance Report of the Company is uploaded on the Stock Exchanges viz. BSE and NSE and also available on the website of the Company i.e. https:// ravmondrealtv.in/investors-details#financial

Pursuant to Regulation 24A of SEBI Listing Regulations, the Board of Directors at their meeting held on May 05, 2026, subject to approval of the Shareholders at the ensuing Annual General Meeting, have appointed Smt. Uma Lodha (Membership No. F5363, COP No.:2593), Company Secretaries in Practice and Proprietor at Uma Lodha & Co. Company Secretaries (FRN: S1997MH019700) as the Secretarial Auditor of the Company for a term of Five (5) years commencing from FY2026-27 at a remuneration to be mutually decided between the Board of Directors, Chief Financial Officer, Company Secretary, Group Company Secretary and Secretarial Auditor.

e) Secretarial Audit Report of Material Subsidiary

As per Regulation 24(A)(1) of the SEBI Listing Regulations, the Material Subsidiaries of the Company are required to undertake Secretarial Audit. Ten X Realty Limited is the Material Subsidiary of the Company for FY2025-26 pursuant to Regulation 16(1)(c) of the SEBI Listing Regulations.

Accordingly, Smt. Uma Lodha (Membership No. F5363, COP No.:2593), Company Secretaries in Practice and Proprietor at Uma Lodha & Co. Company Secretaries (FRN: S1997MH019700) carried out the Secretarial Audit for Ten X Realty Limited. The Secretarial Audit Report of Ten X Realty Limited do not contain any observation or qualification. The said report in Form MR-3 for FY2025-26 is annexed as Annexure - A1 which forms part of this Report.

f) Reporting of frauds by Auditors

None of the Auditors of the Company have reported any fraud under Section 143(12) of the Act.

21. INTERNAL FINANCIAL CONTROL SYSTEMS, ITS ADEQUACY AND RISK MANAGEMENT

Internal Financial Control and Risk Management are integral to the strategy of the Company and for the achievement of the long-term goals. Our success as an organization depends on our ability to identify and leverage the opportunities while managing the risks. In the opinion of the Board, the Company has robust internal financial controls which are adequate and effective during the year under review.

Your Company has effective internal controls and risk-mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. The internal control system of the Company commensurate with its size, scale and complexities of operations. M/s. Ernst & Young LLP, Chartered Accountants were the Internal Auditors of the Company for the FY2025-26.

Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high risk areas. Critical functions are reviewed rigorously and the reports are shared with the Management for timely corrective actions, if any. The major focus of internal audit is to review business risks, test and review controls, assess business processes besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and are also apprised of the internal audit findings and corrective actions. The Audit Committee suggests improvements and utilizes the reports generated from a Management Information System integral to the control mechanism. The Audit Committee and Risk Management Committee of the Board of Directors, Statutory Auditors and Business Heads are periodically apprised of the internal audit findings and corrective actions.

The Company endeavors to continually sharpen its risk management systems and processes in line with a rapidly changing business environment. During the year under review, there were no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis Report which forms part of this Annual Report.

The Company has in place a robust automated compliance framework based on a compilation of all applicable laws, which are regularly monitored and updated basis the changing requirements of law.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company is focused to ensure that ethics continue to be the bedrock of its corporate operations. It is committed to conduct its business in accordance with the highest standards of professionalism and ethical conduct in line with the best governance practices.

In order to protect the identity of whistle blower, the Company has engaged the services of M/s. KPMG Advisory Services Private Limited to handle complaints received by the Company. They have provided a platform through which any person can anonymously report their complaint.

The Company has a Whistle Blower Policy in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the SEBI Listing Regulations.

The Policy also provides adequate protection to the Directors, Employees and Business Associates who report unethical practices and irregularities. The Policy provides details for direct access to the Chairman of the Audit Committee.

A report indicating the number of cases reported, investigations conducted including the status update is presented before the Audit Committee, on a quarterly basis. All incidents that are reported and found fit for further investigation are investigated and suitable action is taken in line with the Whistle Blower Policy.

The Whistle Blower Policy has been appropriately communicated within the Company across all levels and is available on the website of the Company at https://images. ravmondrealtv.in/ravmond/1768888002886 11-Whistle-Blower-Policy.pdf?v=1.2.6.

The Company affirms that no personnel has been denied access to the Audit Committee.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of the Act read with Rules made thereunder, the Company was not required to make CSR contribution for the FY2025-26. The relevant details of CSR pursuant to section 135 of the Act is given in Annexure B.

The CSR Policy of the Company has been uploaded on the website of the Company at https://imaqes.raymondrealty.in/ raymond/1768887912530_4-CSR-Policy_RRL.pdf?v=1.2.6.

For details regarding the composition and terms of reference of CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.

24. ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The policy of the Company requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

At the core of the Company''s vision is a strong commitment to responsible growth and environmental stewardship. Over the past year, the Company has accelerated its sustainability efforts enhancing safety, fostering inclusivity and expanding green initiatives. The Company is proud to report zero on-site fatalities and notable progress in gender diversity, reflecting

our focus on safety and equity. The Company has increased green cover, planted thousands of trees and invested in sustainable infrastructure rainwater harvesting, sewage treatment and waste-to-compost systems while integrating solar and water saving technologies across our sites. These steps are part of the Company''s continuous improvement strategy, aligned with its ESG goals.

25. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.

The Company is committed to providing a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees. An Internal Complaints Committee has been set up in compliance with the POSH Act.

Details of complaints received during the year under review under POSH Act are as under:

a. Number of Complaints of sexual harassment received during the financial year: NIL

b. Number of Complaints disposed of during the

financial year: NIL

c. Number of Complaints pending as on end of the financial year: NIL

d. Number of Complaints pending for more than

ninety days: NIL

The Company have a online platform known as Inclusion which has “Online POSH training module” which takes around One (1) Hour for completion for POSH Awareness Trainings to employees. The Employees attend and provide confirmation on the same.

26. RAYMOND REALTY EMPLOYEES STOCK OPTION PLAN 2025 (“ESOP SCHEME”)

The Board of Directors of your Company, basis the recommendation of the Nomination and Remuneration Committee, approved the Raymond Realty Employees Stock Option Plan 2025 on January 08, 2026. The ESOP Scheme was approved by the Shareholders through Postal Ballot on February 21, 2026. The Scheme was introduced by the Company in order to attract and retain talent, create a sense of ownership among the eligible employees and to align their medium and long-term compensation with the performance of the Company. The ESOP Scheme has been implemented in accordance with the provisions of the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (including any statutory modification(s) and/or reenactment(s) thereof for the time being in force) (“SEBI SBEB Regulations”). The certificate from the Secretarial Auditor on the framing and implementation of the ESOP Scheme in accordance with the SEBI SBEB Regulations and the resolution passed by the Shareholders of the Company, has been uploaded on the website of the Company at https://raymondrealty.in/ investors-details#corporate.

This ESOP Scheme has been formulated in line with the Scheme of Demerger between Raymond Limited and Raymond Realty Limited. The Scheme stipulated that option holders under the Raymond ESOP Scheme 2023 would be entitled to benefits not less favorable than those available to ESOP holders of Raymond Limited.

To ensure this continuity of benefit for eligible employees, the Raymond Realty Employees Stock Option Plan 2025 has been designed to mirror the Raymond ESOP Scheme 2023. Under the proposed ESOP Scheme, existing option holders of the Raymond ESOP Scheme 2023 will receive benefits commensurate with the exchange ratio determined under the Composite Scheme of Arrangement/Scheme of Demerger Specifically, for every 1 option held in Raymond Limited, 1 option of Raymond Realty Limited will be granted to the eligible employees. Furthermore, the exercise price of these new options will be suitably adjusted to maintain the same level of benefit entitlement for the option holders.

BSE Limited and National Stock Exchange of India Limited had issued In-principle approval letter vide ref no: DCS/ESOP/ IP/RD/064/2026-27 dated May 12, 2026 and NSE/LIST/54510 dated May 12, 2026 respectively for issue, allotment and listing of 13,80,588 Equity Shares of Rs.10/- each to be issued under “Raymond Realty Employees Stock Option Plan 2025”

The details of the ESOP Scheme and the disclosures in compliance with SEBI SBEB Regulations are available on the website of the Company at https://raymondrealty.in/investors-details#corporate

27. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Robust people practices continued to support Raymond Realty’s growth and transformation journey. During the year under review, the Company strengthened its performance culture through sharper goal setting, goal audits, continuous feedback and stronger alignment of individual priorities with business outcomes.

The Company continued to invest in leadership capability, succession readiness and critical talent development. Focused development interventions were undertaken to prepare identified talent for larger responsibilities and future roles. These initiatives supported internal growth, improved role readiness and helped strengthen the leadership pipeline across key functions.

Raymond Realty also reinforced its talent management approach through the socialization and cascade of

Raymond Leadership Competencies. This helped bring greater consistency and rigour in hiring, performance reviews, promotion decisions, succession planning and leadership development.

To retain and ringfence critical talent, the Company continued to focus on differentiated rewards and a competitive compensation philosophy. Key talent segments were benchmarked appropriately to ensure market relevance, internal equity and stronger linkage between performance, potential and rewards.

During the year, the Company also undertook focused efforts to strengthen employee engagement, capability building, onboarding experience, wellness and culture-building initiatives. These efforts helped build a more connected, performance-oriented and people-centric workplace.

The Company continued to work closely with the Raymond Group to align people processes, systems, governance standards and talent practices, thereby ensuring consistency with the larger Group philosophy while supporting the unique growth needs of the Realty business.

During the year under review, employee relations remained cordial and harmonious and industrial relations remained cordial and peaceful.

28. QUALITY AND ACCOLADES

Your Company continues to receive recognition across business, brand, people practices, sustainability, culture, diversity and leadership, reaffirming Raymond Realty’s growing reputation as a trusted and progressive real estate brand. Some of the key awards and recognitions received during FY2025-26 by the Company are as given below:

1. Raymond Realty was certified as a Great Place To Work, reflecting the strength of its culture and the confidence of its people in the organization’s purpose and growth journey.

2. Raymond Realty was recognized among India’s Top Companies with Great Managers at the Great Manager Awards 2025, organized by The Economic Times and People Business. Six people managers were shortlisted among India’s Top 300 People Managers, with Mr. Pranal Rokade and Mr. Venkateswaran S recognized among India’s Top 100 People Managers.

3. Raymond Realty was recognized among India’s Top 50 Companies in DEI Index 100, India’s first structured ranking of organizations leading in Diversity, Equity and Inclusion excellence, launched by Ernst & Young.

4. Raymond Realty’s “Dhwani - Voice of Shakti” program won the Excellence in Diversity, Equity & Inclusion Award at The L&D Power Conclave & Awards 2025.

5. Raymond Realty was recognized as India’s Best Workplace for Women at the Global Excellence & Leadership Awards 2025.

6. Raymond Realty HR Team won the INFI Silver Award - Employee Excellence Team at the People Matters INFINI-T Awards India 2025.

7. Raymond Realty HR Team won HR Team of the Year at the India HR Summit & Awards 2026 by Adrenalin.HR.

8. Raymond Realty won the Best Workplace Culture & Employee Engagement Award at The L&D Power Conclave & Awards 2025.

9. Raymond Realty won the Best Diversity & Inclusion Learning Initiative Award at the 14^th L&D Awards 2026, Mumbai Chapter.

10. Raymond Realty became a Founding Member of CII -Indian Green Building Council, marking an important step in its commitment towards sustainable development, green building practices, energy efficiency, water conservation and responsible real estate development.

11. Raymond Realty was recognized as The Best Realty Brand 2026 at ET Edge Best Realty Brands 2026.

12. Raymond Realty was recognized as The Iconic Brand of the Year at the Realty India Brand Leadership Conclave & Awards 2026.

13. Mr. Vishal Sharma, Chief Sales and Marketing Officer, Raymond Realty, was recognized as Top Marketing Leader by IST India Startup Times X MiQ for driving India’s luxury and premium brands.

14. Mr. Vishal Sharma, Chief Sales and Marketing Officer, Raymond Realty, was recognized as CSMO of the Year at the Realty India Brand Leadership Conclave & Awards 2026.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI Listing Regulations is provided in a separate section and forms an integral part of this Report.

30. CORPORATE GOVERNANCE REPORT

As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Secretarial Auditor of the Company confirming compliance forms an integral part of this Report.

31. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the website of the Company and can be accessed at the following link: https://raymondrealty.in/ investors-details#financial

32. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

Your Company realizes the importance of being transparent and accountable as an organization, which in turn, helps in strengthening the trust that Stakeholders’ have placed in the Company. The Company considers disclosure practice as a strong tool to share strategic developments, business performance and the overall value generated for various Stakeholder groups over a period of time. In compliance with Regulation 34 of SEBI Listing Regulations, the Business Responsibility and Sustainability Report (“BRSR”) is annexed as Annexure ‘C’ and forms an integral part of this Report.

33. INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”)

A detailed disclosure with regard to the IEPF related activities undertaken by your Company during the year under review forms part of the Report on Corporate Governance.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and operations of Company in future.

35. STATUTORY INFORMATION AND OTHER DISCLOSURES

(a) The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure ‘D’ and forms an integral part of this Report.

(b) The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure ‘E’ and forms an integral part of this Report.

(c) A statement comprising the names of top 10 Employees in terms of remuneration drawn and every person employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure ‘F’ and forms an integral part of this Annual Report. The said Annexure is not sent along with this Annual Report to the Shareholders of the Company in line with the provisions of Section 136 of the Act. Shareholders who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company or send an email at [email protected] The aforesaid Annexure is also available for inspection by Shareholders at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during business hours on working days.

None of the Employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself/herself or along with his/ her spouse and dependent children) more than two percent (2%) of the Equity Shares of the Company.

(d) There are no material changes or commitments affecting the financial position of the Company between March 31, 2026 and the date of this report.

(e) The financial results for the financial year ended March 31, 2026 have been prepared in accordance with the prescribed accounting standards and no revisions or restatements have been made to the said financial statements during the year under review.

(f) There was no change in the nature of the Business of the Company.

(g) There has been no issue of equity shares with differential rights as to dividend, voting or otherwise.

(h) The Company has not done any Buyback of shares.

(i) The Company was not required to transfer any amount to the Investor Education and Protection Fund under section 125 of the Act.

(j) The Company has not accepted any Deposits, within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 as amended.

(k) In compliance with applicable SEBI (Prohibition of Insider Trading) Regulations 2015, the Company has adopted a robust Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons. The Company confirms that all Directors and Designated Persons have complied with this Code and no material violations were reported during the financial year.

(l) No application has been made under the Insolvency and Bankruptcy Code. The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

(m) The requirement to disclose 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.

36. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied

with the applicable Secretarial Standards issued by The

Institute of Company Secretaries of India.

37. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961 and has policies, systems and processes in place to ensure ongoing compliance.

38. CAUTIONARY STATEMENT

Statements in this Directors’ Report and Management Discussion and Analysis Report describing the Company’s objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the operations of the Company include raw material availability and its prices, cyclical demand and pricing in the principal markets of the Company, changes in Government Regulations, Tax regimes, economic developments within India in which the Company conducts business and other ancillary factors.

39. ACKNOWLEDGEMENT

Your Directors thank the Government of India, the State Governments, Ministry of Finance, Stock Exchanges, Securities and Exchange Board of India, National Company Law Tribunal, Ministry of Corporate Affairs, Registrar of Companies, Regional Director, Municipality of Thane and Municipal Corporation of Greater Mumbai, RERA Authorities and various other statutory and regulatory authorities for their cooperation and support to facilitate ease in doing business. Your Directors also wish to thank its customers, business associates, channel partners, suppliers, investors, lenders, financial institutions and bankers for their continued support and faith reposed in the Company.

We extend our deepest gratitude to our esteemed Customers and Shareholders. Reflecting on the past year''s accomplishments, your unwavering support and partnership have been the cornerstone of our success. Your loyalty and trust have empowered us to navigate challenges and confidently pursue new opportunities. As we look ahead, we remain steadfast in our commitment to delivering value and excellence in all that we do.

Lastly, we wish to place on record deep sense of appreciation to the employees for their contribution and services. Their hard work, commitment, solidarity, co-operation, dedication, innovation and unwavering professionalism during the year have been instrumental in driving our consistent growth, overcoming challenges and capitalizing on new opportunities.