Director's Report

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To the Members

The Directors are pleased to present the Fortieth Directors' Report of Godrej Properties Limited ("Godrej Properties", "GPL" or "the Company") along with the audited financial statements for the financial year ended March 31, 2025.

1. Operating Results

Certain key aspects of the Company's performance (on a standalone basis) during the financial year ended March 31, 2025, as compared to the previous financial year are summarised below

(Rs In crore)

Particulars

March 31, 2025 March 31, 2024

Revenue from Operations

1,949.62 1,330.61

Other Income

2,207.76 1,195.00

Total Income

4,157.38 2,525.61

Profit before Tax

1,264 82 714.25

Profit after Tax

1,011.01 564.35

Other Comprehensive Income

(5.70) (1.12)

Total Comprehensive Income

1,005.31 563.23

The Company does not propose to transfer any amount to the reserves.

2. Dividend

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), the Dividend Distribution Policy of the Company is available on the website of the Company at https://clelf2ivv2crli cloudfront.net/Files/dividend-distribution-policv-oct-2016- FlhLoEcaxlaiRe78oaNld.pdf

The Board of Directors strongly believe that the current market scenario would offer attractive business development opportunities in the real estate sector and reinvesting the capital in such opportunities would create more wealth and value for the shareholders in the long term. Accordingly, with a view to creating long-term economic value, the Board of Directors have not recommended any dividend for the financial year ended March 31, 2025

3. Share Capital

During the financial year ended March 31, 2025, the Company issued and allotted 22,017 equity shares of Rs 5 each to its eligible employees on exercise of options granted under the Godrej Properties Limited Employee Stock Option Scheme, 2011 ("GPL ESGS").

Pursuant to the approval of the members of the Company through Postal Ballot on October 31, 2024, the Company, under the Qualified Institutional Placement ("QIP") mechanism, issued and allotted 2,31,21,387 Equity Shares of face value of Rs 5 each to eligible Qualified Institutional Buyers at the issue price of Rs 2,595 per Equity Share, aggregating to approximately Rs6,000 crore.

As of March 31, 2025, the issued, subscribed and paid-up equity share capital of the Company stands at Rs 1,50,59,24,390 comprising of 30,11,84,878 equity shares of Rs 5 each. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company under any Scheme, other than GPL ESGS. Your Company has not resorted to any buy back of the equity shares during the financial year under review.

4. Overview of Operations

Godrej Properties delivered another record-breaking year in FY2024-25 by achieving the highest booking value, booking volume, collection, operating cash flow, deliveries and earnings in its history. This was driven by continued focus across bringing improved products with a consumer-centric approach, delivering best in class quality consistently and enhancing customer's trust on the brand.

Godrej Properties achieved a booking value ofRs 29,444 crore in FY2024-25, a Y-o-Y growth of 31% through sale of 15,302 homes with a total area of 25.73 Million sq.ft., a YoY volume growth of 29%. This is the highest ever booking value and area sold by any Indian real estate developer in a financial year till date. The booking value was also broadly distributed with only 36% booking value coming from largest market, 27% booking value coming from home market and 13% booking value coming from the largest single project. NCR, MMR & Bengaluru contributed Rs 10,523 crore, Rs 8,034 crore and Rs 5,089 crore respectively to the booking value in FY25. 34 new projects and phases were launched during the financia year across 7 cities. 12 projects across 6 cities achieved booking value more than Rs 1,000 crore in FY25. Among these, Godrej Woodscapes in Bengaluru was a standout, achieving over Rs 3,700 crore in booking value, reflecting the sustained demand for high-quality developments Godrej Jardinia and Godrej Riverine, both in Noida, also achieved booking value over Rs 2,000 crore each.

The collections and operating cash flow also grew significantly. Collections in FY2024-25 stood at Rs 17,047 crore representing a YoY growth of 49%. Operating cash flow in FY2024-25 stood atRs7,484 crore representing a YoY growth of 73%. Both collections and operating cash flow were highest ever announced by any real estate developer in India to date

Godrej Properties added 14 new projects with saleable potential of around 19 Million sq.ft, and expected booking value of Rs 26,450 crore to its portfolio during the year, 5 in NCR, 2 each in MMR, Bengaluru and Indore, and 1 each in Pune, Ahmedabad and Kolkata. This was the 3rd consecutive year in which Godrej Properties has added projects with expected booking value of over Rs 20,000 crore and have added cumulatively projects with expected booking value of Rs80,000 crore in last 3 years.

On the operational front, Godrej Properties successfully delivered -18.4 Million sg.ft. across projects. With this, Godrej Properties has now successfully delivered -66 Million sg.ft. since FY2018. The Company's delivery record demonstrates its ability to operate at a large scale and keep pace with accelerating sales. Separately, Godrej Properties focused on exploring advanced construction technologies, improving Net Promoter Score (NPS) and design standardisation.

Godrej Properties, among the most respected real estate developers in India, received 117 awards in FY 2024-

25. Accolades include GRI Awards India 2024 (Winner - Developer of the year), Construction Times - BAM Awards, 2024 (Winner - Builder of the Year - Large Category), KPMG ESG Excellence award (Winner - ESG Excellence - large Cap -Infrastructure, Real Estate & Logistics), Hurun India's Most Respected Real Estate Leaders conclave and Awards, 2024 (Recognised as "Value creator of the year" - Real Estate sector), Construction World Architect & Builder (CWAB Awards), 2024 (Winner - India's Top Builder), Construction World 2024 (Recognised as India's Most Admired Brand), Bombay Chamber of Commerce (Winner - LGBTQ Champion and 1st runners up - DEI Champion).

Forthe financial year under review, on a consolidated basis, GPL's total income stood at Rs 6,848 crore, EBITDA was Rs 1,970 crore and net profit after tax and minority interest of Rs 1,400 crore.

5. Prospects and Outlook

Indian residential real estate sector has been witnessing a strong turn-around of the sectoral landscape post pandemic. Increased savings during lockdowns, minimal income disruptions in mid and high-income brackets, household wealth creation and robust economic growth have fuelled demand in the residential real estate market in India.

FY2025 was a year driven by a clear shift toward premiumisation is visible with buyer preferences' evolving, driven by aspirations for an enhanced lifestyle. While number of units and area sold in the sector indicate a minor uptick trend, the sales value indicates a continued strong uptick. The changing preferences of the homebuyer looking for products that enable an upgraded lifestyle with more space is visibly reflected in increasing contribution of inventory and sale in the ticket sizes above Rs 1 crore.

Home buying is long-term asset where a strong affordability and financial strength (which is still better than pre- Covid levels) shall supersede the natural rate-cycle, especially if demand is driven by self-consumptions. The government remains steadfast in its commitment to the agenda of 'housing for all' and is taking steps to spur private sector participation and enable easier access to financing for homebuyers in this segment. The stable economic and

interest rate scenario along with the still strong momentum hold enough tailwinds forthe sector.

Consolidation in the residential real estate sector had become dormant in the last year but may again pickup pace as consumers want better predictability in their investment. Given the pace of urbanisation, rising per capita disposable incomes, and income distribution shifting from pyramid to diamond shape, Godrej Properties remains optimistic aboutthe long-term prospects in real estate. Your Company is poised to continue to grow from the sectoral tail winds, a strong brand, pan-India presence, demonstrated track record and robust marketing capabilities.

In post pandemic era, the customer focus on product proposition and quality is strongest ever. Increasingly, there has been disproportionate focus by the large organised developers on better design as per customer preference, best in class experience and superior quality.

Godrej Properties aims to drive profitability, enhance customer experience, and embrace digital technologies. Moreover operational momentum foryour company is likely to be sustained by its healthy Balance Sheet and robust project pipeline.

6. Material Changes and Commitments Affecting the Financial Position of the Company:

There have been no material changes and commitments affecting the financial position of the Company between March 31,2025, and the date of this Report other than those disclosed in this Report. There has also been no change in the nature of Company's business.

7. Depository System

The Company's equity shares are available for dematerialisation through National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL"). As of March 31, 2025, 99.99% of the Company's equity shares were held in dematerialised form.

8. Issue of Non-Convertible Debentures

During the year, the Company has issued following Non Convertible Debentures ("NCDs"):

1. Series 1 Debentures: 93,540 Rated Listed Unsecured Redeemable Non-Convertible Debentures of the Face Value of Rs 1,00,000 (Indian Rupees One Lakh) each, aggregating to Rs 9,35,40,00,000 (Indian Rupees Nine Hundred and Thirty Five Crore and Forty Lakhs);

2. Series 2 Debentures: 34,000 Rated Listed Unsecured Redeemable Non-Convertible Debentures of the Face Value of Rs 1,00,000 (Indian Rupees One Lakh) each, aggregating to Rs 340,00,00,000 (Indian Rupees Three Hundred and Forty Crore); and;

3. GPL 8.50% NCD 10 SEP 2029: 6,460 Rated, Listed, Unsecured, Redeemable, Non-Convertible Debentures of the Face Value of Rs 1,00,000 (Indian Rupees One Lakh) each, aggregating to Rs 64,60,00,000 (Indian Rupees Sixty Four Crore Sixty Lakh).

The proceeds of the issue of NCDs were utilised towards the existing and new business development deals including land acquisition, repayment of existing borrowings (including CC/ OD/ CP/ STL), shore up long term working capital requirements for core business of the Company and general corporate purpose.

9. Annual Return

As required under Section 92 of the Companies Act, 2013 (the "Companies Act") the Annual Return for the financial year ended March 31, 2025 is available on the website of the Company and can be accessed at httosV/www. aodreiDroDerties.com/investors/financials.

10. Number of Meetings of the Board

The Board met 5 (five) times in the financial year ended March 31, 2025 on May 03, 2024, July 31, 2024, October 01, 2024, October 23, 2024 and February 04, 2025. The details of the attendance of Directors at the Board Meetings during the financial year 2024-25 are given in the Corporate Governance Report.

11. Directors' Responsibility Statement

Pursuant to the provisions contained in sub-sections (3) (c) and (5) of Section 134 of the Companies Act, 2013, the Directors of your Company, based on the representation received from the Operating Management and after due enquiry confirm that:

i. in the preparation of the annual financial statements for the financial year ended March 31,2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profits of the Company for the financial year ended on March 31, 2025.

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act and rules made thereunder, as amended, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. they have prepared the Annual Financial Statements for financial year ended March 31, 2025 on a 'going concern' basis.

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently

vi. they have devised proper system stone sure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

12. Directors and Key Managerial Personnel

The Board of Directors at its meeting held on May 02, 2025, upon recommendation of the Nomination and Remuneration Committee approved the re-appointment of and remuneration payable to Mr. Gaurav Pandey (DIN: 07229661) as the Managing Director & Chief Executive Officer of the Company for a period of three years with effect from January 01, 2026, subject to the approval of the members of the Company at the ensuing AGM.

In accordance with the Articles of Association of the Company and the provisions of Section 152 of the Companies Act, Mr. Pirojsha Godrej (DIN: 00432983), will retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The Board of Directors of the Company have recommended his reappointment at the ensuing AGM. The resolution seeking Members' approval for his re-appointment forms part of the AGM Notice.

Members of the Company at their 39th Annual General Meeting held on July 31, 2024 have approved the reappointment of Ms. Sutapa Banerjee (DIN: 02844650) as a Non -Executive, Independent Director of the Company for the second term of five years commencing from November 05, 2024 till November 04, 2029.

Pursuant to the provisions of Section 203 of the Companies Act, the Key Managerial Personnel of the Company as of the date of this Report are Mr. Pirojsha Godrej (DIN:00432983)

- Whole Time Director designated as an Executive Chairperson, Mr. Gaurav Pandey (DIN: 07229661)- Managing Director & Chief Executive Officer, Mr. Rajendra Khetawat - Chief Financial Officer and Mr. Ashish Karyekar

- Company Secretary of the Company.

Save and except the above, there were no changes in the Directors or Key Managerial Personnel of the Company during the year under review.

13. Declaration by Independent Directors

The Independent Directors of the Company have submitted the declaration of independence as required under Section 149(7) of the Companies Act, confirming that they meet the criteria of independence under Section 149(6) of the Companies Act and Regulation 16 of SEBI LODR Regulations. In the opinion of the Board, the Independent Directors fulfil the conditions specified in these regulations and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board is also of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the field of finance, strategy, auditing, tax, risk advisory, financial services and infrastructure and real estate industry and they hold the highest standards of integrity.

In compliance with rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have included their names in the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs. Since all the Independent Directors of the Company have served as directors in listed companies or are in the pay scale of Director or equivalent in the Ministry of Department of the Central Government for a period not less than three years, they are not required to undertake the proficiency test as per Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

14. Policy on Directors' and Key Managerial Personnel's Appointment and Remuneration

The policy on appointment and remuneration including criteria for determining qualifications, positive attributes, independence of directors, Key Managerial Personnel and Senior Management and other matters provided under Section 178(3) of the Companies Act, is appended as Annexure I to this Report and also is available on the website of the Company at https://clelf2ivv2crli.cloudfront. net/Fi les/gpl-nomi nation-rein u neration -policy-final- CHMYZ3ct29f3xHp8NUUB.pdf

15. Annual Evaluation of Performance of the Board

The Company conducted a formal Board Effectiveness Review as part of its efforts to evaluate, identify improvements and enhance the effectiveness of the Board, its Committees and individual directors. This was in line with the requirements mentioned in the Companies Act and the SEBI LODR Regulations.

The Corporate HR team of Godrej Industries Group worked directly with the Executive Chairperson and the Nomination & Remuneration Committee of the Board, to design and execute the process which was adopted by the Board. Each Board Member completed a confidential online questionnaire, providing vital feedback on how the Board currently operates and how it might improve its effectiveness.

The survey comprised four sections and compiled feedback and suggestions on:

• Board processes (including Board composition, strategic orientation and team dynamics);

• Individual committees;

• Individual Board members; and

• Chairperson's Feedback Report

The performance evaluation criteria for independent directors included a check on their fulfilment of the independence criteria and their independence from the management.

The following reports were created as part of the evaluation:

• Board's Feedback Report

• Individual Board Member's Feedback Report

• Chairperson's Feedback Report

The overall Board Feedback Report and feedback of Individual Committees was shared and discussed with the Independent Directors. The directors discussed strengths in board's working and also identified areas that can be strengthened further. The individual feedback report of Board Members was shared separately with respective directors and with the Executive Chairperson. Feedback report for Executive Chairperson was also separately compiled and shared.

16. Familiarization Programme for Independent Directors

The Company conducts familiarisation programs for Independent Directors to enable them to understand their roles, rights and responsibilities. The Independent Directors when they are appointed, are given detailed orientation regarding the Company, industry, strategy, policies and Code of Conduct, regulatory matters, business, financial matters, human resource matters and corporate social responsibility initiatives of the Company. Presentations are a Iso made at Board and committee meetings, which facilitate their clear understanding of the Company's business and the environment in which it operates. Operational updates are provided for them to have a good understanding of Company's operations, businesses and the industry as a whole. They are periodically updated on material changes in regulatory framework and its impact on the Company. The Company's Policy of conducting familiarisation program has been disclosed at the website of the Company at https://www.aodreiproperties.eom/investors/governance- leadership.

17. Particulars of Loans, Guarantees or Investments

The details of loans given, investments made, guarantees given and securities provided by the Company during the financial year under review forms part of the notes to the standalone financial statements provided in this Annual Report.

18. Particulars of Contracts or Arrangements with Related Parties

The Company has formulated a policy on related party transactions which is also available on the website of the Company at httDs://delf2ivv2crli. cloudfront.net/Files/related-partv-transaction-policv- CNaTcZaL2VX40e7zU0U pdf .All related partytransactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions on a quarterly basis for transactions

which are of repetitive nature and/ or entered in the ordinary course of business and are at an arm's length basis.

All related party transactions entered during the financial year were in the ordinary course of the business and at an arm's length basis. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for FY 2024-25. However, in terms of Regulation 23 of SEBI LODR Regulations, the Company had obtained the approval of the Members of the Company via ordinary resolutions through a postal ballot, the results of which were declared on March 20, 2025, for entering into material related party transactions with Godrej Highview LLP, an associate entity and Godrej SSPDL Green Acres LLP, a subsidiary of the Company, which are considered as related parties of the Company. Accordingly, the details of the material related party transactions entered into during the financial year have been reported in Form AOC-2, which is given in Annexure II to this Report.

The attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts (Note No. 44) forming part of the standalone financial statements. Transactions with a person or entity belonging to the promoter/ promoter group which holds 10% or more shareholding in the Company as required under Schedule V, Part A (2A) of SEBI LODR Regulations are given as Note No. 44 (on Related Party Transaction) forming part of the standalone financial statements.

19. Particulars Regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act read with the Companies (Accounts) Rules, 2014 are appended as Annexure III to this Report.

20. Business Risk Management

The Company has constituted a Risk Management Committee consisting of members of the Board and key executives of the Company to identify, assess, monitor and mitigate business risks. The composition of the Committee is in compliance with Regulation 21 of the SEBI LODR Regulations. The business divisions identify the risks at both the enterprise level and project level and address them through mitigating actions on a continual basis.

The business risks identified are reviewed by the Risk Management Committee and its implementation is monitored. The key risks and mitigation actions are then placed before the Audit Committee of the Company.

The Risk Management Policy of the Company is available on the website of the Company at https:// delf2ivv2crli.doudfront.net/Files/nsk-manaciement-policy- WVvfQ6WqYQjqaFPnCci5l.pdf

21. Corporate Social Responsibility

A Corporate Social Responsibility ("CSR") Committee has been constituted in accordance with Section 135 of the Companies Act. The details required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, with respect to the CSR Committee and an Annual Report on CSR activities undertaken during the financial year ended March 31, 2025 are appended as Annexure IV to this Report. The CSR Policy is available on the website of the Company at https v'/d elf2ivv2crli.cloudfront.net/Files/ csr-policvl-OZz3CY14ohLvZTdlRk.pdf

The Company has not participated in any direct or indirect political contributions and/ or charitable contributions/ sponsorships.

22. Subsidiary and Associate Companies

A. Subsidiaries

As of March 31, 2025, the Company had 21 unlisted subsidiary Companies under the Companies Act, namely, Godrej Realty Private Limited, Godrej Garden City Properties Private Limited, Prakritiplaza Facilities Management Private Limited, Godrej Prakriti Facilities Private Limited, Godrej Genesis Facilities Management Private Limited, Godrej Projects Development Limited, Godrej Hillside Properties Private Limited, Godrej Highrises Properties Private Limited, Citystar Infraprojects Limited, Godrej Residency Private Limited, Godrej Home Developers Private Limited, Godrej Skyline Developers Limited (formerly known as Godrej Skyline Developers Private Limited), Godrej Redevelopers (Mumbai) Private Limited, Godrej Green Woods Private Limited, Godrej Living Private Limited, Ashank Land & Building Private limited, Wonder City Buildcon Limited (formerly known as Wonder City Buildcon Private Limited), Godrej Township Development Limited (formerly known as Godrej Home Constructions Limited), Godrej Real Estate Distribution Company Private Limited, Maan-Hinje Township Developers Private Limited (formerly known as Maan-Hinje Township Developers LLP) and Pearlshine Home Developers Private Limited

The audited financial statements of all the subsidiaries are available on the website of the Company at https://www. aodreiproperties.com/investors/financials.

As of March 31, 2025, Godrej Greenview Housing Private Limited, Wonder Projects Development Private Limited, Godrej Real View Developers Private Limited, Pearlite Real Properties Private Limited, Godrej One Premises Management Private Limited, Godrej Green Homes Private Limited, Godrej Macbricks Private Limited, Vivrut Developers Private Limited, Vagishwari Land Developers Private Limited, Yerwada Developers Private Limited and Madhuvan Enterprises Private Limited are associate companies of the Company

During the financial year under review, Maan-Hinje Township Developers LLP was converted to a Private Limited Company - "Maan-Hinje Township Developers Private Limited" w.e.f. July 03,2024 and became a subsidiary of GPL. Godrej Precast Constructions Private Limited, a wholly-owned subsidiary of GPL was struck off during the financial year under review. Pearlshine Home Developers Private Limited was acquired by the Company on February 03, 2025 as a wholly-owned subsidiary of GPL. During the year under review, the name of Godrej Home Constructions Limited, a wholly-owned subsidiary of GPL was changed to Godrej Township Development Limited.

B. Limited Liability Partnerships (LLPs)

The Company is a partner in the following LLPs as of March 31, 2025:

1. Mosiac landmarks LLP

2. Dream World Landmarks LLP

3. Oxford Realty LLP

4. Godrej SSPDL Green Acres LLP

5. M S Ramaiah Ventures LLP

6. Oasis Landmarks LLP

7. Caroa Properties LLP

8. Godrej Amitis Developers LLP

9. Godrej Buildwell Projects LLP (formerly known as "Godrej Construction Projects LLP")

10. Godrej Housing Projects LLP

11. Mahalunge Township Developers LLP

12. Godrej Developers & Properties LLP

13. Godrej Highrises Realty LLP

14. Godrej Project Developers & Properties LLP

15. A R Landcraft LLP

16. Godrej Highview LLP

17. Prakhhyat Dwellings LLP

18. Godrej Skyview LLP

19. Godrej Green Properties LLP

20. Godrej Projects (Soma) LLP

21. Godrej Projects North Star LLP

22. Godrej Projects North LLP

23. Godrej Reserve LLP

24. Godrej Athenmark LLP

25. Godrej Vestamark LLP

26. Godrej Irismark LLP

27. Manjari Housing Projects LLP

28. Rosebery Estate LLP

29. Embellish Houses LLP

30. Godrej City Facilities Management LLP

31. Suncity Infrastructure (Mumbai) LLP

32. Godrej Florentine LLP

33. Godrej Odyssey LLP

34. Godrej Olympia LLP

35. Ashank Realty Management LLP

36. Ashank Facility Management LLP

37. Manyata Industrial Parks LLP

38. Universal Metro Properties LLP

C. Material Unlisted Indian Subsidiary:

As of March 31,2025, Godrej Projects Development Limited and Godrej Vestamark LLP are considered as material unlisted Indian subsidiaries under Regulation 24 of SEBI LODR Regulations.

23. Performance and Financial Position of Subsidiaries, Associates and Joint Venture Companies

As required under SEBI LODR Regulations and Section 129 of the Companies Act, the consolidated financial statements have been prepared by the Company in accordance with the applicable accounting standards and form part of the Integrated Annual Report. A statement containing the salient features of the Financial Statements of the subsidiaries, joint ventures and associate companies of the Company in Form AOC-1 as required under Rule 5 of the Companies (Accounts) Rules, 2014 forms part of the notes to the financial statements. The highlights of the performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company are given as Annexure A in consolidated financials.

24. Details Relating to Deposits Covered Under Chapter V of the Companies Act, 2013

The Company has transferred the matured deposits along with interest remaining unpaid for a period of seven years to the Investor Education and Protection Fund in accordance with Section 124 of the Companies Act, 2013.

Your Company is currently not accepting public deposits and has not accepted any deposits from its Directors during the Financial Year 2024-25.

25. Significant and Material Orders Passed by the Regulators or Courts or Tribunals

There were no significant and material orders passed by the regulators/ courts/ tribunals which would impact the going concern status of the Company and its future operations.

26. Internal Financial Control System

The Company has an internal financial control system commensurate with the size, scale and complexity of its operations. The internal controls over financial reporting have been identified by the management and are checked for effectiveness across all locations and functions by the management and tested by the Auditors on a sample basis. The controls are reviewed by the management periodically and deviations, if any, are reported to the Audit Committee.

27. Audit Committee of the Company

The Audit Committee comprises of 4 (four) Independent Directors, viz. Dr. Indu Bhushan (Chairperson), Ms. Sutapa Banerjee, Mr. Sumeet Narang and Ms. Jayashree Vaidhyanathan. The composition of the Audit Committee is in compliance with the reguirements of Section 177 of the Companies Act and Regulation 18 of SEBI LODR Regulations. The details of the role and responsibilities of the Audit Committee, the particulars of meetings held and attendance of the members at such meetings are given in the report on Corporate Governance, which forms part of the Integrated Annual report. During the Financial Year under review, the recommendations made by the Audit Committee were accepted by the Board.

28. Vigil Mechanism

The Company has established a vigil mechanism for directors, employees and other stakeholders to report their genuine concerns, details of which have been given in the Corporate Governance Report forming part of this Integrated Annual Report.

29. Statutory Auditors and Statutory Auditors' Report

On the recommendation of the Audit Committee and the Board of Directors, the Members at the 37th Annual General Meeting held on August 02, 2022 had re-appointed M/s. BSR & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W- 100022), as the Statutory Auditors for the second term of five consecutive years i.e. from the conclusion of the 37th Annual General Meeting till the conclusion of the 42nd Annual General Meeting of the Company to be held in the year 2027.

The Report issued by M/s. BSR & Co. LLP on the financial statements of the Company for the financial year ended March 31, 2025 forms part of the Integrated Annual Report. There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. BSR & Co. LLP, Statutory Auditors, in their report.

30. Cost Records and Cost Auditors

As required under Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014, the Company confirms that it has prepared and maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act for the financial year ended March 31, 2025.

Pursuant to Section 148 of the Companies Act, the Board of Directors of the Company has, on the recommendation of the Audit Committee, appointed M/s. R Nanabhoy & Co, Cost Accountants, as Cost Auditors of the Company for the financial year 2025-26 at a remuneration as mentioned in the Notice convening the AGM. The Company has received

their written consent that the appointment is in accordance with the applicable provisions of the Companies Act and rules framed thereunder. The Cost Auditors have confirmed that they are not disqualified to be appointed as the Cost Auditors of the Company for the financial year 2025-26.

As required under the Companies Act, the remuneration payable to Cost Auditors must be placed before the Members at a general meeting for ratification. Hence, a resolution for the same forms part of the Notice of the ensuing AGM.

31. Secretarial Audit Report

The Board of Directors of the Company had appointed M/s. A K Jain & Co., Practicing Company Secretary, to conduct the Secretarial Audit for financial year 2024-25. The Secretarial Audit Report provided by M/s. A K Jain & Co. is appended to this Report as Annexure V.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. A K Jain & Co., Company Secretary in practice, in their Secretarial Audit Report for the financial year 2024-25.

The Company's unlisted material subsidiary company - Godrej Projects Development Limited ("GPDL") undergoes Secretarial Audit. A copy of the Secretarial Audit Report of GPDL is available on the website of the Company.

The Board of Directors of the Company have appointed M/s BNP and Associates, Practicing Company Secretaries, having Firm Registration No. P2014MH037400 as Secretarial Auditors of the Company for the first term of five consecutive years from the financial year 2025-26 till financial year 2029-30, subject to the approval of the members of the Company at the ensuing AGM.

The Annual Secretarial Compliance Report as required under Regulation 24A of SEBI LODR Regulations has been submitted to the stock exchanges within 60 days of the end ofthefinancialyear.

The Company has complied with Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and adopted under the Companies Act.

32. Reporting of Frauds by Auditors

During the financial year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee or to the Central Government under Section 143(12) of the Companies Act, details of which needs to be mentioned in this Report.

33. Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI LODR Regulations, is appended to this Report.

34. Corporate Governance

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by the Securities and Exchange Board of India ("SEBI"). The Report on Corporate Governance as stipulated under SEBI LODR Regulations forms part of the Integrated Annual Report. A certificate from M/s. B N P & Associates, Company Secretaries in practice, confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V to SEBI LODR Regulations and applicable provisions of the Companies Act forms part of the Corporate Governance Report.

35. Disclosure as per Part G of the Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

During the Financial Year 2024-25, the Company was informed by way of a family letter dated April 30, 2024, issued jointly by Mr. Adi Godrej (ABG), Mr. Nadir Godrej (NBG), Mrs. Smita Vijay Crishna (SVC) and Mr. Jamshyd Godrej (JNG) that the Godrej Family Members had entered into a Family Settlement Agreement and a brand & noncompete agreement on April 30, 2024. The Company was not a party to these agreements.

The settlement contemplated a realignment of inter alia the shareholding of Godrej Industries Limited, which is the holding company of the Company, subject to applicable regulatory approvals. On July 18, 2024, the Company received the intimation from Godrej Family Members that the realignment pursuant to the said Family Settlement Agreement was completed. Accordingly, pursuant to the realignment, the management and control of the Company continues to be with the ABG/ NBG family, and the JNG/ SVC family are not involved in the management and operations of the Company. Also, no members of the JNG/ SVC Family are Directors on the Board of Directors of the Company, and they have been reclassified as 'public' category shareholders in accordance with Regulation 31Aof the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

36. Internal Complaints Committee

The Company has constituted an Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH"). The details required to be disclosed under POSH form part of the Corporate Governance Report.

37. Particulars of Employees

Disclosures with respect to the remuneration of directors and employees as required under Section 197(12) of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Remuneration Rules") are appended as AnnexureVltothisReport. Details of employee remuneration as required under Section 197(12) of the Companies Act and Rule 5(1) of the Remuneration Rules form part of this Integrated Annual report. As per the second proviso to Section 136(1) of the Companies Act, the Directors' Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) and (3) of the Remuneration Rules. If any Member is interested in obtaining a copy thereof, the Member may write to the Company Secretary, whereupon a copy would be sentto such Member.

38. Employees Stock Option Schemes

As required in terms of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the disclosure relating to Godrej Properties Limited Employee Stock Grant Scheme, 2011 ("GPL ESGS") is appended as Annexure VII to this Report.

39. Business Responsibility & Sustainability Report

The Business Responsibility & Sustainability Report ("BRSR") for the financial year ended March 31, 2025 as stipulated under Regulation 34(2) of SEBI LODR Regulations is attached as a separate section of the Integrated Annual Report. In terms of SEBI LODR Regulations, the Company has obtained BRSR Reasonable assurance on BRSR Core Indicators.

40. Transfer of Unpaid /Unclaimed Dividend/ Equity Shares to Investor Education and Protection Fund

Pursuant to the provisions of Section 124 of the Companies Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is transferred to the Investor Education and Protection Fund ("IEPF"). The equity shares in respect of which dividend has remained unpaid/ unclaimed for a period of seven consecutive years are also transferred by the Company to the designated Demat Account of the IEPF Authority.

41. 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

There are no applications made or any proceedings pending against the Company under Insolvency and Bankruptcy Code, 2016 during the financial year.

42. Details of Difference Between Amount of the Valuation Done at the Time of One Time Settlement and the Valuation Done While Taking Loan from the Banks or Financial Institutions Along with the Reasons Thereof

During the financial year under review, there were no one-time settlement with any Bank or Financial Institution.

43. Credit Rating

The details of the credit ratings awarded to the Company are provided in the Corporate Governance Report forming part of the Integrated Annual Report.

44. Integrated Reporting

The Company has drawn up an Integrated Annual Report that provides both financial and non-financial information, including the organisation's strategy, governance framework, performance and prospects of value creation based on six forms of capital based on the GRI standards.

45. Awards & Recognitions

The Directors take pleasure in informing the Members that the Company, its people and projects were acknowledged with several awards and ratings during the financial year ended March 31, 2025. The details of the awards received are given in the Integrated Annual Report.

46. Acknowledgments

The Directors wish to place on record their appreciation and sincere thanks to the customers, joint venture partners, shareholders, banks, financial institutions, fixed deposit holders, vendors and other associates who through their continued support and cooperation, have helped, as partners, in the Company's progress. The Directors also acknowledge the hard work, dedication and commitment of the employees for the growth of the Company and look forward to their continued involvement and support.

For and on behalf of the Board of Directors of Godrej Properties Limited

Pirojsha Godrej

Place: Mumbai

Executive Chairperson

Date: May 02, 2025

(DIN: 00432983)