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

Dividend

In accordance with the principles and criteria as set out in the dividend distribution policy and in accordance with section 123 (3) of the companies act, 2013 ('the act'), the board of directors ("board") of the company at its meeting held on 25^th april, 2025 has recommended a final dividend of rs 2.80/- per equity share (being 28% of face value) out of the past profits i.e. Retained earnings earned by the company as against dividend of rs 2.65 per equity share (being 26.5% of face value) for the previous year. The equity dividend outgo for the financial year (fy) 2024-25 would absorb a sum of approximately rs 5,971.16 lakh.

Final dividend, if approved, shall be payable to those members whose names appear in the register of members and list of beneficial owners as on friday, 18^th july 2025 and shall be paid on or after friday, 25^th july 2025 within prescribed timelines. The register of member and share transfer books of the company will remain closed for payment of dividend from saturday, 19^th july, 2025 to friday, 25^th july, 2025 (both days inclusive) for the purpose of determining shareholders' eligibility of the final dividend.

Details of shareholders as available in the register of members/list of beneficial owners on friday, 18^th july, 2025, will be relied upon by the company for the purpose of complying with the applicable withholding tax provisions and payment of the final, dividend, if declared. Electronic payout of dividend as mandated by sebi will be paid to the shareholders electronically through electronic clearing services (ecs)/national electronic clearing services (necs)/real time gross settlement (rtgs)/ direct credit, etc.

Dividend distribution policy

The dividend distribution policy framed in accordance with the requirements of regulation 43a of the sebi (listing obligations and disclosure requirements) regulations, 2015 ("listing regulations") is attached as annexure 1 and forms part of this annual report. The dividend distribution policy of the company is also uploaded on the company's website at https://www.mahindralifespaces.com/investor- center/?category=code-policies.

Reserves

During the fy 2024-25, no amount has been transferred to any reserves. An amount of rs 37,005.03 lakh is proposed to be retained in the profit and loss account of the company.

Operations / state of the company's affairs

According to the second advance estimates released by the national statistics office (nso) on 28^th february 2025, india's gross domestic product (gdp) grew at 6.5% in 2024-25. This makes india the fastest growing major economy in the world. Long-term drivers for real estate include increasing urbanization (31% in 2011 ^ 40% by 2030) and rising middle class (54% in 2018 ^ 78% by 2030).

India's strong performance over the last few years has augured well for the real estate sector in india. At a macro level, rising incomes and increasing urbanisation continue to drive the residential real estate market. Further, regulatory reforms like real estate regulatory authority (rera), goods and service tax (gst) and national company law tribunal (nclt)/insolvency & bankruptcy code (ibc) have led to flight to quality with reputed developers garnering a higher share.

In 2024-25, mahindra lifespaces launched fresh inventory across its existing projects — vista ph 2 and happinest kalyan ph 2 in mmr, ivylush ph 1 and 2, mahindra zen in bengaluru, green estates in chennai, citadel ph2b (tower i) and tathawade (tower a) in pune.

Additionally, the company had a strong sustenance sales (from projects launched in the previous years). It registered sales of rs 2,804 crore in fy 2024-25, which is its best ever performance, 20.4% growth compared 2,328 crore achieved in the previous year. Area sold also increased from 2.47 million square feet (msft) in fy 2023-24 to 3.18 msft

In fy 2024-25.

The company is currently developing projects totalling 12.71 million square feet. Another 11.97 million square feet available in the form of future projects which are in pipeline (excl. Strategic projects), in various stages of planning or approvals.

Total revenue generated from integrated cities & industrial clusters (ic&ic) business including operation & maintenance income in fy 2024-25 was rs 495 crore, marking 5% growth rs 470 crore generated in fy 2023-24. Most of the leasing activity during the year happened in mahindra world city, jaipur and chennai.

Total income of your company as a standalone entity increased from rs 12,343 lakh in 2023-24 to rs 63,259 lakh in 2024-25. The company reported a profit before taxes of rs 6,147 lakh in 2024-25. The company reported profit after taxes (pat) in 2024-25 was rs 5,135 lakh as compared to loss after tax of rs.3,882 lakh in 2023-24.

Total consolidated income of your company increased from rs 27,912 lakh in 2023-24 to rs 46,387 lakh in 2024-25. The company reported profit before tax, after incorporating share in profit of associates stood at rs 7,050 lakh in 2024-25. The consolidated pat reported for 2024-25 was rs 6,135 lakh.

Details of material changes from the end of the financial year till the date of this report

No material changes and commitments have occurred after the closure of the financial year 2024-25 till the date of this report, which would affect the financial position of your company.

Awards and recognition

Your company and its subsidiaries received several awards and recognitions during the fy 2024-25, a testimony to the company's well-established policies and processes and its continuous efforts to drive sustainability across. Some of the prestigious awards received as under:

• mahindra citadel won gold for best use of experiential marketing events for india's first homebuying experience on the metaverse, launched via a scannable qr code, at the et brand equity - brand disruption awards 2024.

• the company received the awards in circular economy (ace) - medium enterprise category from the international council for circular economy (icce) at the india circular economy forum - icef 2024.

• the company was recognized as the real. Estate company of the year - west at the construction week awards 2024.

• mahindra world city developers ltd, chennai, received the igbc platinum - stage ii certification from the indian green building council (igbc).

• mahindra industrial park chennai limited, was awarded the igbc platinum certification by the indian green building council (igbc).

• mahindra antheia received the igbc green building project award with an igbc green homes 'platinum' rating from the indian green building council (igbc).

• mahindra windchimes was honoured with the igbc green building project award for achieving an igbc green homes 'gold' rating from the indian green building council (igbc).

• mahindra vivante won the igbc green building project award for securing an igbc green homes 'gold' rating from the indian green building council (igbc).

• the company earned an 'a-' leadership rating under climate change and an 'a-' rating under the water security category from the carbon disclosure project (cdp) 2024.

• mahindra lakewoods phase 1 achieved igbc green homes v2 'platinum' rating in its final certification from the indian green building council (igbc).

Share capital

During the year, the authorised share capital of the company stood at rs 3,00,00,00,000 divided into 29,40,00,000 equity shares of rs 10 each and 60,00,000 unclassified shares of rs 10 each. There was no change in the authorised share capital of the company during the year under review.

During the year, the company has issued and allotted 77,794 equity shares of rs 10 each to the eligible employees pursuant to exercise of stock options granted under employee stock option scheme-2012 (esos - 2012). No stock options were granted under employee stock option scheme - 2006 (esos - 2006).

Consequently, the i ssued equity share capital ofthe company increased from rs 1551631550 to rs 1552409490 and the subscribed and paid-up equity share capital of the company increased from rs 1550099660 to rs 1550877600.

The board of directors, at its meeting held on 13^th february, 2025, approved the offer and issuance of equity shares of the company by way of a rights issue for an amount not exceeding rs 1500 crores to the eligible equity shareholders of the company as on the record date (to be determined by the rights issue committee of the board in due course) subject to receipt of statutory / regulatory approvals, as may be applicable in accordance with the securities and exchange board of india (issue of capital and disclosures requirements) regulations, 2018 (sebi icdr regulations) and other applicable laws, primarily to pare down the company's existing debt and support its future growth plans. As on the date of this report, the company is yet to file the draft letter of offer with the stock exchange, in line with the amended requirements under sebi icdr regulations.

The allotment of 153,189 equity shares of the company has been kept in abeyance in accordance with section 126 of the act (corresponding to section 206a of the companies act, 1956), till such time the title of the bona fide owners of the shares is certified by the concerned stock exchange or the special court (trial of offenses relating to transactions in securities).

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

Employee stock options scheme

Beginning 1^st april, 2025, till the date of the report, nomination remuneration committee ("nrc") has not considered grant of stock options under esos-2006 and esos-2012.

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

During the year, no change was made to the esos - 2006 scheme. The shareholders at their respective meetings held on 24^th july, 2012 and 28^th august, 2020, approved the esos-2012 scheme and amendments thereto, respectively, and authorised the nrc to create, offer, issue and allot stock options on such eligibility criteria as determined by nrc. The existing schemes are implemented in compliance with securities and exchange board of india (share based employee benefits and sweat equity) regulations, 2021 ("sbeb & se regulations") and other applicable regulations and circulars in force, from time to time. A copy of the esos-2006 scheme and esos-2012 scheme is uploaded on the website of the company at https://www.mahindralifespaces.com/investor- center/?category=disclosures-under-regulation-46-of-the- sebi-lodr-regulations.

A certificate from the secretarial auditor will be placed before the members at the annual general meeting confirming that the above-mentioned schemes i.e., esos- 2006 and esos-2012 have been implemented by the company in accordance with sbeb & se regulations and the resolutions passed by the members of the company.

The disclosure in relation to esos-2006 and esos-2012 under the sbeb & se regulations is uploaded on the website of the company at https://www.mahindralifespaces.com/ investor-center/?category=disclosures-under-regulation- 46-of-the-sebi-lodr-regulations.

Holding company

As on 31^st march, 2025, the promoter and the holding company i.e., mahindra and mahindra limited (m&m) holds 7,93,19,550 equity shares representing 51.14 percent of the total paid-up equity share capital of the company compared to 51.17 percent as on 31^st march, 2024. Consequent to the allotment of equity shares to eligible employees under esos-2012 during the fy 2024-25, the percentage shareholding of m&m was reduced by 0.03 per cent.

The company continues to be a subsidiary company of m&m. All subsidiary companies of the company are consequently subsidiary companies of m&m.

Subsidiaries, joint ventures and associate companies as per the act

As per the act, the company has 11 subsidiaries, 6 joint ventures and 4 associate companies, as on 31^st march, 2025.

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

Subsidiary, joint venture and associate companies

Mahindra world city (mwc), chennai, is being implemented by mahindra world city developers limited (mwcdl),

An 89:11 joint venture between the company and the tamil nadu industrial development corporation limited (tidco), respectively. Mwc, chennai is india's first integrated business city and corporate india's first operational sez spread across 1,524 acres with a leasable potential of 1,146 acres and comprising of multi-sector special economic zones (sezs) and a domestic tariff area (dta) and residential & social zone (r&s). It is the first township in india to receive the green township certification (stage i gold certification) from igbc. Mwc, chennai has leased 100 percent of its existing land inventory in the sez and dta, but continues to offer lease options in the r&s.

Mahindra world city (mwc), jaipur, is being implemented by mahindra world city (jaipur) limited (mwcjl), a 74:26 joint venture between the company and rajasthan state industrial development & investment corporation limited (riico), a government of rajasthan enterprise, respectively. The project is spread across 2,946 acres of land and offers multi-product sez, along with dta and social & residential infrastructure. The company has partnered with international finance corporation (ifc), a member of the world bank group for the development of mwc, jaipur. Ifc has invested rs 19,480 lakh in mwcjl and is entitled to economic rights to the extent of 50% on 500 acres of gross land comprising first 250 acres of sez and first 250 acres of dta. In fy 2024-25, mwcjl continues its steady performance with leasing revenue of rs 21,803 lakh.

Mahindra industrial park chennai limited (mipcl), is

A 60:40 joint venture between mwcdl and sumitomo corporation, japan, respectively. Mipcl is setting up an industrial cluster in north chennai (the nh-16 corridor) on approximately 307 acres with a leasable potential of 229 acres under the brand 'origins by mahindra world city'. Till date, mipcl has leased 161 acres of industrial land. Mipcl clocked leasing revenue of rs 1,560 lakh in fy 2024-25 as compared to rs 9,045 lakh leasing revenue in fy 2023-24. During the financial year 2024-25, the company issued equity share capital of rs 21,000 lakhs under the rights issue basis having face value of rs 10 (rupees ten only) each at par, ranking pari passu with the existing equity share. The proceeds of the rights issue has been used for purchase of land from holding company for the development of 'phase 2 of origins chennai'.

Mahindra industrial park private limited (mippl), a

Wholly-owned subsidiary of the company, has acquired around 340 acres of contiguous land at jansali near ahmedabad for setting up an industrial cluster having leasable potential of 255 acres. The company has partnered with international finance corporation (ifc), a member of the world bank group for the development of project at jansali. Ifc, till date, has invested rs 7,565 lakh in mippl and is entitled to economic rights to the extent of 50% in mippl.

Mahindra homes private limited (mhpl), is a 74.35:25.65 joint venture between the company and actis mahi holding (singapore) private limited ('actis'), respectively and is developing in collaboration with a developer and landowning companies, a group housing project "luminare" at ncr on approximately 6.80 acres.

It has completed a residential project "windchimes" at bengaluru on approximately 5.90 acres. In the fy 202425, mhpl completed capital reduction of 12,000 equity shares each of series b and series c held by actis and the company at an aggregate consideration of rs 11,997.60 lakh. Mhpl has launched third phase of its existing residential project, 'luminare - phase 3' with development potential of 0.44 msft.

Mahindra bloomdale developers limited (mbdl), is

A wholly-owned subsidiary of mldl. Mbdl completed its residential project 'bloomdale' in fy 2024 approximately on 25.2 acres at multi-modal international hub airport at nagpur and developed 1.55 msft area in the said project. In bloomdale except 2 units, all units are sold out. In fy 2023, mbdl launched a residential project, 'nestalgia' at pimpri, pune on 3.2 acres of land parcel offering development potential of approximately 0.53 msft. During the launch year, for project, 'nestalgia', the company has sold 2.10 lakh sq. Ft. And till date 4.34 lakh sq.ft. Of saleable area out of 5.15 lakh sq. Ft. Area launched.

Mahindra happinest developers limited (mhdl) is a 51:49 joint venture between the company and hdfc capital affordable real estate fund - i (hdfc), respectively. Its project includes 'happinest palghar 1 & 2', 'mahindra happinest kalyan -1' having development potential of up to 1.63 msft.

Mahindra infrastructure developers limited (midl),

A wholly-owned subsidiary of the company, is an equity participant in the project company namely, new tirupur area development corporation limited (ntadcl) implementing the tirupur water supply and sewerage project.

Mahindra water utilities limited (mwul) is engaged in the business of operation and maintenance services for water and sewerage facilities at tirupur, india and is a 98.99% subsidiary of mahindra infrastructure developers limited and consequently, a subsidiary of the company.

Anthurium developers limited (adl), a wholly-owned subsidiary of the company has initiated its business operation by undertaking acquisition of a land parcel at bhandup, mumbai admeasuring approximately 37 acres for constructing a mixed use residential cum commercial / retail project thereon having a potential rera net area ~3.87 million sq. Ft. Further, it has acquired another land parcel of 8.2 acres in north bengaluru making a strategic addition to its growing portfolio in bengaluru. The project will primarily feature mid-premium residential apartments catering to the rising demand for quality housing in bengaluru.

Knowledge township limited (ktl), a wholly-owned subsidiary of the company will be developing an industrial park in maharashtra under the brand 'origins by mahindra world city' for which the company is in the process of procuring the required land area. Ktl is focusing on completing the land acquisition.

Deep mangal developers private limited (dmdpl) is

A subsidiary of mahindra world city (maharashtra) limited and consequently a subsidiary of the company. Dmdpl intends to develop approximately 1,300 acres land at murud on southern coast of maharashtra as a one-of- its kind tourist destination catering to globally growing need of holistic healthcare and wellness tourism, besides promoting adventure and heritage tourism.

Mahindra world city (maharashtra) limited, industrial township (maharashtra) limited, moonshine construction private limited, and mahindra knowledge park (mohali) limited subsidiaries of the company and mahindra inframan water utilities private limited, joint venture of the company are evaluating viable business opportunities.

The policy for determining material subsidiaries as approved by the board is uploaded on the company's website and can be accessed at https://www.mahindralifespaces.com/ investor-center/?category=code-policies:

During the fy 2024-25, mahindra world city developers limited, mahindra world city (jaipur) limited, mahindra industrial park chennai limited, mahindra bloomdale developers limited, mahindra happinest developers limited, mahindra homes private limited and mahindra water utilities limited were unlisted material subsidiaries of the company.

Associate companies

The company has partnered with actis, a leading global investor in sustainable infrastructure, for developing industrial and logistics real estate facilities across india. As a part of the arrangement, the company or its affiliates and actis or its affiliates will jointly invest in asset owning spvs and in an entity that will provide business services to the asset owning spvs (service entity) in form of equity and/or other securities. Accordingly, in fy 202223, the company, omega warehouse holdings 1 limited and omega warehouse holdings 2 limited, omega being affiliate entities of actis, had formed a service entity namely ample parks and logistics private limited (earlier known as amip industrial parks private limited), in the ratio of 26:74 respectively. During the fy 2023-24, the

Company and actis / its affiliates had invested in the ratio of 33:67, respectively, in ample park project 1 private limited (formerly known as interlayer two warehousing private limited) and ample park project 2 private limited (formerly known as interlayer three warehousing private limited), both asset owning spvs, resulting in them becoming associate companies of the company. During the fy 2024-25, the company and actis / its affiliates had invested in the ratio of 26:74, respectively, in ample parks mmr private limited (formerly known as amip project 1 private limited) asset owning spv, resulting in it becoming an associate company of the company..

Except above, no company became or ceased to be a subsidiary / associate / joint venture company of the company.

A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statements and their contribution to the overall performance of the company, is provided in form aoc-1 and forms part of this annual report.

Consolidated financial statement

The consolidated financial statements of the company, its subsidiaries, associates and joint ventures prepared in accordance with the act and applicable indian accounting standards along with all relevant documents and the auditors' report form part of this annual report. The consolidated financial statements presented by the company include the financial results of its subsidiary companies, associates and joint ventures.

In terms of section 136 of the act, the audited financial statement of each of the subsidiaries is placed on the website of the company at webunk: https://www. Mahindralifespaces.com/investor-center/?category=annual- reports.

Internal financial controls

The corporate governance policies guide the conduct of affairs of the company and dearly delineate the roles, responsibilities and authorities at each level of its governance structure and key functionaries involved in governance. The code of conduct for senior management and employees of the company (the code of conduct) commits management to financial and accounting policies, systems and processes. The corporate governance policies and the code of conduct stand widely communicated across the company at all times.

The company's financial statements are prepared on the basis of the accounting policies that are carefully selected by management and approved by the audit committee and the board. These accounting policies are reviewed and updated from time to time.

The company uses sap erp systems as a business enabler and to maintain its books of account. The transactional controls built into the sap erp systems ensure appropriate segregation of duties, appropriate level of approval mechanisms and maintenance of supporting records. These systems and controls are audited by internal audit and their findings and recommendations are reviewed by the audit committee which ensures the implementation.

The company has in place adequate internal financial controls with reference to the financial statements commensurate with the size, scale and complexity of its operations. The company's internal financial controls were deployed through internal control - integrated framework (2013) issued by the committee of sponsoring organizations of the treadway commission (coso), that addresses material risks in the company's operations and financial reporting objectives.

Such controls have been assessed during the year taking into consideration the essential components of internal controls stated in the guidance note on audit of internal financial controls over financial reporting issued by the institute of chartered accountants of india. Based on the results of such assessments carried out by the management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed.

The company recognizes that the internal financial controls cannot provide absolute assurance of achieving financial, operational and compliance reporting objectives because of its inherent limitations. Also, projections of any evaluation of the internal financial controls to future periods are subject to the risk that the internal financial controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis.

Management discussion and analysis report

A detailed analysis of your company's performance is discussed in the management discussion and analysis report, which forms part of this annual report.

Corporate governance

A report on corporate governance along with a certificate from practicing company secretaries, regarding compliance with the conditions of corporate governance as stipulated under schedule v of the listing regulations forms part of this annual report.

Vigil mechanism / whistle blower mechanism

The company has established a vigil mechanism by adopting a whistle blower policy for stakeholders including directors and employees of the company and their representative bodies to freely report / communicate their concerns / grievances about illegal or unethical practices in the company, actual or suspected, fraud or violation of the company's code or policies , the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. The vigil mechanism is overseen by the audit committee and provides adequate safeguards against victimisation of stakeholders who use such mechanism.

It provides a mechanism for stakeholders to approach the chairman of audit committee or the business ethics & governance committee (begc) consisting of functional heads. The company has put in place an ethics helpline managed by an external agency to ensure that any violations to its code of conduct (including violation of human rights) are addressed objectively. Stakeholders may report any unethical behaviour or violations at https:// ethics.mahindra.com or call toll free number: 000 800 1004175.

The whistle blower policy of the company is in accordance with the act and listing regulations and the same is available at web link https://www.mahinriralife.spac.es. Com/investor-center/?category=code-policies the policy mentions co-ordinates of each of the members of begc and chairman of the audit committee. An update on whistle blower complaints is provided to the audit committee of the company on a quarterly basis. No person was denied access to the chairman of the audit committee or begc.

Prevention of sexual harassment at workplace

The company has zero tolerance towards sexual harassment at its workplace and has adopted a policy for prevention of sexual harassment in line with the requirements of the sexual harassment of women at workplace (prevention, prohibition & redressal) act, 2013 ("posh act") to provide a safe, secure and enabling environment, free from sexual harassment. Internal complaints committees ("icc") have been constituted to redress complaints of sexual

Harassment and the company has complied with the provisions relating to the constitution of icc under the act. While maintaining the highest governance norms, icc are constituted for various locations. Half of the total members of the icc are women. The external members with requisite experience in handling such matters are also part of the icc. The icc is presided over by a senior woman employee in each case. Inquiries are conducted and recommendations are made by the icc at the respective locations.

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

During the year the company received 3 complaints, which were resolved by the company. As on date of this report, there were no complaints pending with the company under posh act.

Risk management

The company has a well-defined risk management framework in place. The risk management framework works at various levels across the company. These levels form the strategic defence cover of the company's risk management. The company has a robust organizational structure for managing and reporting on risks.

The company has constituted a risk management committee of the board which is authorized to monitor and review risk management process. As on 31^st march, 2025, the risk management committee of the company comprises one non-executive independent director, ms. Amrita verma chowdhury, two non-executive non-independent directors, ms. Rucha nanavati and mr. Milind kulkarni, mr. Amit kumar sinha (managing director & ceo) and mr. Avinash bapat (chief financial officer). Ms. Amrita verma chowdhury is the chairperson of the committee. The role of the committee inter alia, includes, formulation, overseeing and implementation of risk management policy, business continuity plan, and to ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the company. The committee is also empowered, inter alia, to review and recommend to the board modifications to the risk management policy.

The company has developed and implemented a risk management policy which is approved by the board. The

Risk management policy, inter alia, includes identification of risks, including cyber security and related risks and also those which in the opinion of the board may threaten the existence of the company. Risk management process has been established across the company and is designed to identify, assess and frame a response to threats that affect the achievement of its objectives. Further, it is embedded across ar the major functions and revolves around the goals and objectives of the company. The audit committee is periodically briefed regarding implementation of risk management policy including identification risk involved / associated with the business of the company, if any.

Business responsibility and

Sustainability report (brsr)

The company has integrated sustainability within the products it develops, operates, and maintains, and also across its operations. The company is committed to demonstrate integration of climate responsive design (crd) in its green certified portfolio of products and is recognized for leading the net zero movement across real estate in india. Sustainability is, thus, a core agenda for the company. As stipulated in regulation 34(2)(f) of the listing regulations, the business responsibility and sustainability report ("brsr") of the company, in the prescribed format is available as a separate section and forms part of this integrated annual report. The brsr is also uploaded on the website of the company and can be accessed at the webunk: httpsv/www.mahindraufespaces.com/investor-

Center/?categorv=annual-reports

Board & committees directors

The board of directors is duly constituted as per the provisions ofthe act and listing regulations with an optimum combination of executive and non-executive directors (including independent directors), which comprises of mr. Ameet hariani, ms. Ms. Amrita verma chowdhury and mr. Anuj puri as non-executive independent directors, dr. Anish shah, ms. Asha kharga, ms. Rucha nanavati and mr. Mrind kulkarni as non-executive non-independent directors. Mr. Amit kumar sinha is managing director and chief executive officer (md & ceo) of the company. Mr. Ameet hariani, independent director, is the chairman of the board and the company. During the year mr. Mrind kulkarni was appointed as non-executive non-independent director of the company effective 29^th july 2024.

In terms of section 152 of the act, ms. Rucha nanavati (din: 09684920) non-executive non-independent

Director, retires by rotation at the ensuing annual general

Meeting (agm) of the company and being eligible, has offered herself for re-appointment.

Ms. Rucha nanavati has consented to act as a director and is not disqualified from being re-appointed as director in terms of sections 164 and 165 of the act read with applicable rules made thereunder. She is not debarred from holding the office of director by virtue of any order issued by sebi or any other such authority. She is not related to any other directors/key managerial personnel of the company.

The board, basis recommendation of the nrc, recommends her re-appointment as non-executive non-independent director of the company, for approval of the members at the ensuing agm. Brief profile and other details of ms. Rucha nanavati in terms of the act, listing regulations and secretarial standards on general meeting, is provided in the agm notice and corporate governance report forming part of the annual report.

Declaration by independent directors

The company has received declarations from each of the independent directors confirming that they meet the criteria of independence as provided in the act and listing regulations and they continue to comply with the code of conduct laid down under schedule iv to the act. There has been no change in the circumstances affecting their status as independent directors of the company. The independent directors of the company have confirmed

That they are registered in the independent directors data bank maintained by the iica and unless exempted, have also passed the online proficiency self-assessment test conducted by iica. The independent directors have also confirmed that they are not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The board of the company, after taking these declarations on record and undertaking due veracity of the same, concluded that the independent directors of the company are persons of integrity and possess the relevant expertise, experience and proficiency to qualify as independent directors of the company and are independent of the management of the company.

Performance evaluation

Pursuant to the provisions of the act and the listing regulations, the nrc formulated criteria for effective evaluation of the performance of the board, its committees, individual directors, chairman and the md & ceo. Accordingly, the performance evaluation was carried out by the nrc and the board of directors. Further, pursuant to schedule iv of the act and regulation 17(10) of the listing regulations, the evaluation of independent directors was done by the board of directors, excluding the director being evaluated. The independent directors in a separate meeting carried out the evaluation of the performance of the chairman of the company, considering the views of executive and non-executive directors, the performance of the non-independent directors and the board as a whole, and also assessed the quality, quantity and timeliness of flow of information between the management and the board that is necessary for the board to effectively and reasonably perform their duties. The nrc at its meeting reviewed the evaluations and further the implementation & compliance of the evaluation exercise .

For performance evaluation, structured questionnaires, covering various aspects of the evaluation such as adequacy of the size and composition of the board and committee thereof with regard to skill, experience, independence, diversity, attendance and adequacy of time given by the directors to discharge their duties, corporate governance practices, etc. Were circulated to the directors for the evaluation process.

The evaluation results were formally presented to the board, nrc and the independent directors following their respective meetings. All directors of the company, as of

31^st march, 2025, were engaged in this evaluation process. The outcome of the assessment connote transparent and free-flowing discussions during meetings, the adequate committee compositions and satisfactory meeting frequencies leading to the identification of actionable suggestions. The directors conveyed their satisfaction with the evaluation process, and the nrc verified the effectiveness of the "questionnaire" as a methodological approach for performance evaluation.

Familiarisation program for

Independent directors

The company provides opportunities for its directors to familiarize themselves with its operations, management, and values. Upon appointment, independent directors receive a formal letter outlining their roles, responsibilities, and engagement terms. Senior management, including the managing director & ceo, offers overviews and briefings to ensure directors are well-informed about company operations, values and commitments. This program enables directors to effectively contribute to the organization's growth and success. Quarterly board meetings feature presentations covering industry outlook, competition updates, company overviews, operations and financial highlights, regulatory updates, and internal control over financial reporting. These updates not only keep directors informed but also offer opportunities for interaction with management.

Details of familiarisation programs imparted during the financial year are in accordance with the requirements of the listing regulations are available on the company's website and can be accessed at the weblink: https://www. Mahinriralifespar.escnm/investnr-r.enter/?r.ategnry=annual- repnrts

Policies

Your company has adopted the following policies which, inter alia, include the criteria for determining qualifications, positive attributes and independence of a director:

A) policy on appointment of directors and senior management and succession planning for orderly succession to the board and the senior management;

B) policy for remuneration of the directors:

C) policy for remuneration of key managerial personnel and employees.

Policy a) mentioned above includes the criteria for determining qualifications, identification of persons who are qualified to become directors and who may be appointed in the senior management team in accordance with the criteria laid down in the said policy, succession planning for directors and senior management, and policy statement for talent management framework of the company.

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

Policy c) mentioned above sets out the approach for compensation of key managerial personnel and other employees of the company.

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

Directors' responsibility statement

Pursuant to section 134(5) of the act, the directors, based on the representations received from the operating management and after due enquiry, confirm that:

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

(b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31^st march, 2025 and of the profit and loss of the company for that period;

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

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

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

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

Board meetings

During the financial year ended 31^st march, 2025, six board meetings were held on the following dates: 26^th april, 2024, 24^th july, 2024, 25^th october, 2024, 31^st january, 2025, 13^th february, 2025 and 12^th march, 2025. For details of meetings of the board, please refer to the corporate governance report, which is a part of this annual report.

Annual general meeting (agm)

The 25^th agm of the company was held on wednesday, 24^th july, 2024 through audio-video conference/other audio-visual means.

The 26^th agm of the company will be held on friday, 25^th july, 2025 at 3.00 pm, through audio-video conference / other audio-visual means to discuss the business as stated in the agm notice.

Meeting of independent directors

Independent directors of the company hold meetings, without the presence of other directors or the management of the company. These discussions primarily revolve around evaluating the performance of non-independent directors, the collective board, and the chairman (integrating perspectives from executive and non-executive directors). A key focus is also placed on assessing the quality, volume, and timeliness of information shared between the company's management and the board, essential for the board's effective functioning. All independent directors were present at their meeting on 13^th march, 2025, during the financial year.

Audit committee

As on 31^st march, 2025, the audit committee of the company comprises three non-executive independent directors, mr. Ameet hariani, ms. Amrita verma chowdhury mr. Anuj puri and one non-executive, non-independent director, mr. Milind kulkarni. Mr. Ameet hariani is the chairman of the audit committee. During the year, mr. Milind kulkarni was appointed as a member of the audit committee effective 25^th october, 2024.

All members of the audit committee are financially literate and possess accounting and financial management knowledge. The details of the same are provided under

The head skills/expertise/competence of the board of directors in the corporate governance report. The company secretary is the secretary to the committee. The md & ceo, chief financial officer, the internal auditors and statutory auditors are periodically invited to attend the audit committee meetings. The significant audit observations and corrective actions, as may be required and taken by the management are presented to the audit committee. The board has accepted all recommendations made by the audit committee from time to time.

Corporate social responsibility (csr)

The company has constituted a csr committee. As on 31^st march, 2025, the csr committee comprise one independent director, ms. Amrita verma chowdhury, one non-executive non-independent director, ms. Asha kharga and mr. Amit kumar sinha (md & ceo). Ms. Amrita verma chowdhuryis the chairperson of the committee. The role of the committee, inter alia, is to formulate and recommend to the board, and monitor csr policy, expenditure to be incurred on the csr activities, an annual action plan in pursuance of its csr policy and review the impact of the undertaken csr projects in the financial year.

The objective of the csr policy is to:

• promote a unified approach to csr to incorporate under one umbrella the diverse range of the company's philanthropic activities, thus enabling maximum impact of the csr initiatives;

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

• encourage employees to participate actively in the company's csr and give back to the society in an organised manner through the employee volunteering program called employee social options.

Based on the recommendation of csr committee, the board during the financial year 2024-25 has adopted the amended csr policy to align with the company's vision to focus on three thematic areas of girl child education, women empowerment, environment and other impactful areas as per the local needs and further for inclusion of governance, monitoring process, impact assessment and other changes. The company's csr policy is available on the company's webunk at https://www.mahindraufespaces. Com/investor-center/?category=code-poucies.

The company registered an average loss during the immediately preceding three financial years and therefore, the provision with respect to csr expenditure was not applicable for the financial year ended on 31^st march, 2025.

The annual report on the csr activities is attached herewith and marked as annexure 2 to this report.

Other board committees

Details of other board committees, their compositions, meetings held, attendance ofthe members at the committee meetings are provided in the corporate governance report. The composition of the board committees is also uploaded on the website of the company and can be accessed through the https://www.mahindralifespaces.com/investor- center/?category=disclosures-under-regulation-46-of-the- sebi-lodr-regulations.

Key managerial personnel (kmp)

As on 31^st march, 2025, details of key managerial personnel under the act are given below:

*ms. Bijal parmar, assistant company secretary & compliance officer of the company temporarily stepped down from her position with effect from close of 24^th april, 2025 to avail maternity leave.

*as per the recommendation of nrc, the board of directors at its meeting held on 25^th april, 2025 appointed ms. Snehal patil as an interim company secretary & compliance officer effective from the same date.

Auditors

Messrs deloitte haskins & sells llp, chartered accountants (icai firm registration number 117366w/w-100018) were re-appointed as the statutory auditors of the company to hold office for a second term of 5 years from the conclusion of the 23^rd annual general meeting held on 27^th july, 2022 until the conclusion of the 28^th annual general meeting of the company to be held in the year 2027.

The statutory auditors' reports on the annual. Audited standalone and consolidated financial statements for the fy 2024-25 forms part of this annual report and is unmodified i.e., they do not contain any qualification, reservation, or adverse remark or disclaimer.

The company has also received a certificate from m/s. Deloitte haskins & sells llp, chartered accountants confirming their eligibility to continue as statutory auditors in accordance with the provision of sections 139 and 141 of the act read with rules framed thereunder.

Cost audit and records

The board of directors, on recommendation of the audit committee, had appointed cma vaibhav prabhakar joshi, practising cost accountant, mumbai (firm registration no. 101329), as cost auditor of the company to conduct audit of the cost records maintained by the company for the fy 2024--25. Cma vaibhav prabhakar joshi has confirmed that his appointment is within the limits of section 141(3)

(g) of the act and has also certified that he is free from any disqualification specified under section 141 and proviso to section 148(3).

As per the provisions of the act, the remuneration payable to the cost auditor is required to be placed before the shareholders in a general meeting for their ratification. Accordingly, pursuant to recommendation of the audit committee and approval of the board, a resolution seeking shareholders' ratification for remuneration payable to cma vaibhav prabhakar joshi, practising cost accountant is included in the notice of the ensuing annual general meeting.

The company is required to maintain cost records as specified under section 148 of the act and such accounts and records are made and maintained by the company for the fy 2024-25.

Secretarial audit

Pursuant to the provisions of section 204 of the act and rules thereunder, the board has appointed m/s martinho ferrao & associates, practising company secretary, (fcs number: 6221 and certificate of practice number: 5676) to undertake the secretarial audit of the company.

The secretarial audit report for the financial year ended 31^st march, 2025, is annexed herewith and marked as annexure 3 to this board's report. The secretarial audit report does not contain any qualification, reservation or adverse remark or disclaimer.

Further, in compliance with regulation 24a of the sebi listing regulations and section 204 of the act, the board at its meeting held on 25^th april, 2025, has approved the appointment of m/s. Martinho ferrao & associates (fcs 6221, cp no 5676), a peer reviewed practicing company secretary (registration no. I2003mh393700) as secretarial auditor of the company for a term of five consecutive years commencing from fy 2025-2026 to fy 2029-2030. The board has recommended his appointment for approval of the members at the ensuing agm.

Brief profile and other details of m/s. Martinho ferrao & associates, practicing company secretary, are disclosed in the agm notice approved by the board. Mr. Martinho ferrao has given his consent to act as secretarial auditor of the company and has confirmed his eligibility for the appointment.

The secretarial auditor has confirmed that he has subjected himself to the peer review process of institute of company secretaries of india (icsi) and hold valid certificate issued by the peer review board of the icsi.

Secretarial audit of unlisted material indian subsidiary

For the fy 2024-25, mahindra world city developers limited, mahindra world city (jaipur) limited, mahindra industrial park chennai limited, mahindra homes private limited, mahindra happinest developers limited, mahindra bloomdale developers limited and mahindra water utilities limited, are the unlisted material subsidiaries of the company. None of the said audit reports contain any qualification, reservation, adverse remark or disclaimer. The secretarial audit reports of material subsidiaries for the financial year ended 31^st march, 2025, are annexed herewith and marked as annexure 4 to this report.

Particulars of loans, guarantees or investments under section 186 of the act

The company is engaged in business of real estate development (infrastructural facilities) and hence the provisions of section 186 of the act related to any loans made or any guarantees given, or any securities provided, or any investments made by the company are not applicable. However, the details of the investments made, and loans given are provided in the standalone financial statement at note nos. 7 and 15.

Contracts or arrangements with related parties

The company has in place a process for approval, of related party transactions and on dealing with related parties. As per the process, necessary details for each of the related party transactions, as applicable, along with the justification are provided to the audit committee in terms of the company's policy on materiality of and on dealing with related party transactions and as required under sebi master circular number sebi/ho/cfd/pod2/ cir/p/0155 dated 11^th november, 2024. Prior omnibus approval is obtained for related party transactions which are of repetitive nature. All material related party transactions and their material modifications, if any, were entered into after being approved by the company's shareholders. All related party transactions entered during the year were in the ordinary course of business and on an arm's length basis.

The company has not entered into material related party transactions as per the provisions of the act and a confirmation to this effect as required under section 134(3) (h) of the act is given in form aoc-2 as annexure 5, which forms part of this board's report.

The policy on materiality of and on dealing with related party transactions as approved by the board is uploaded on the company's website and can be accessed at the web-link: https://www.mahindralifespaces.com/investor-

Center/?category=code-policies

The directors draw attention of the members to note no. 36 to the standalone financial statement which sets out related party disclosures.

Deposits, loans, advances and other transactions

Your company has not accepted any deposits from public or its employees and, as such no amount on account of principal, or interest on deposit were outstanding as on 31^st march, 2025. The company does not have any nonconvertible securities listed on any stock exchanges. The details of loans and advances are provided in the standalone financial statement at note no. 39.

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

Conservation of energy, technology absorption and foreign exchange

Earnings and outgo

Information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo as per section 134(3)(m) of the act read with the rule 8(3) of the companies (accounts) rules, 2014 is given in annexure 6 to this report.

Particulars of employees and related disclosures

Disclosures with respect to the remuneration of directors, kmps and employees as required under section 197(12) of the act read with rule 5(1) of the companies (appointment and remuneration of managerial personnel) rules, 2014 are given in annexure 7 to this report.

Details of employees remuneration as required under provisions of section 197(12) of the act read with rule 5(2) & 5(3) of companies (appointment and remuneration of managerial personnel) rules, 2014 are available on your company's website at: https://www.mahindralifespaces. Com/investor-center/?category=annual-reports

Disclosure in respect of remuneration

Drawn by the managing director from

Holding or subsidiary company

Mr. Amit kumar sinha joined mahindra group in november 2020 and was employed with m&m, holding company of the company, as president - group strategy. As an employee of m&m, mr. Sinha had been granted stock options of m&m which continued to vest with mr. Sinha on the terms and conditions as specified in the letter of grant or on such terms modified by m&m, from time to time.

Except as mentioned herein, mr. Amit kumar sinha did not receive any other remuneration from holding/subsidiaries of the company during fy 2024-25.

Annual return

Pursuant to section 134(3)(a) and section 92(3) of the companies act, 2013 read with rule 12(1) of the companies (management and administration) rules, 2014, a copy of the annual return is placed on the website of the company at https://www.mahindralifespaces.com/ investor-center/?category=annual-reports

General

• the directors have devised proper systems to ensure compliance with the provisions of all applicable secretarial standards and that such systems are adequate and operating effectively.

• there has been no change in the nature of business of your company.

• no fraud has been reported during the audit conducted by the statutory auditors, secretarial auditors and cost auditors of the company.

• during the year, no revision was made in the previous financial statements or the board's report of the company.

• during the year, the company has not made any application under the insolvency and bankruptcy code, 2016.

• during the year, the company has not made any one-time settlement for loans taken from the banks or financial institutions, and hence the details of difference between amount of the valuation done at

The time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof is not applicable.

• no significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and company's operation in future.

Acknowledgement

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