The Directors are pleased to present the 30th Annual Report (andthe 4th Integrated Report) on the business and operations of theCompany alongwith audited financial statements for the financialyear ended March 31, 2025.
We are a leading real estate developer in India with a strongbrand presence across luxury, premium and mid-income housingsegments. Our diverse portfolio includes nearly 40 operatingprojects across three of the largest real estate markets in India:Mumbai Metropolitan Region (MMR) (where we are the largestplayer with ~10% market share), Pune and Bengaluru. While weare primarily focussed on residential real estate development, weare also leveraging our development capability to build selectannuity income streams through facilities management, industrial& warehousing (digital infrastructure) and leasing of select retail& office spaces. We have introduced 'BelleVie' a ditigal platformthat complements our already established facilities managementbusiness, by connecting residents with a diverse range of customizedmarketplace services.
Scaling new heights
FY25 was yet another record-breaking year for the Company, withnumerous indicators strengthening our conviction that the ongoinghousing cycle in India is long-term and structural in nature. Thisshift is fuelled by the movement of the economy from low-incometo mid-income, which has enhanced home buying potential fora significantly larger segment of Indian households, where theunderlying aspiration has consistently been present due to bothcultural and economic factors.
Continuing the momentum from the previous fiscal, the Companyachieved its best ever pre-sales of H 176.3 Bn (21% YoY) andbest ever collections of H 144.9 Bn (29% YoY), becoming thefourth consecutive year of delivering ~20% pre-sales growth. Wecontinued to expand our portfolio by adding 10 projects with a
Gross Development Value (GDV) of H ~237 Bn. Despite significantinvestment in growth, our balance sheet remains robust with net debtat H 39.9 Bn, 0.2x of equity, well below the target ceiling of 0.5x.The Company did not receive any financial assistance from thegovernment during the year.
During the financial year, we launched 10 new locations or newprojects at existing locations. Some of the key launches during theyear included Lodha Avalon, Lodha Altus, Lodha Golf View, LodhaHanging Gardens and Lodha Opulis in MMR and Lodha Massimoand Lodha Altero in Pune.
Our strategic roadmap is clearly defined to deliver predictableand robust financial performance, targeting ~20% presales growthand a healthy 20% Return on Equity (RoE), while maintaining aprudent net debt to equity ratio well below 0.5x. This ambitiousyet achievable vision is underpinned by four key strategic pillars:
1. Granular growth supported by best-in-class talent and execution
2. Super-market approach to locations 3. Two phase low risk newcity entry strategy and 4. Gradually building annuity income streams.
To ensure robust and sustainable growth, we employ a "super¬market chain" approach strategically locating non-competingprojects every 2-4 kilometers across our core urban markets..This approach minimizes dependency on a particular project orlocation and provides steady and predictable growth in these cities,enabling us to target a significant 15-20% market share in the longterm. Having entered a 'growth phase' in Bengaluru during FY25,we are now looking to replicate our super-market strategy in thecity, commencing FY26 with five strategic locations, including threenew project launches.
Our ability to expeditiously launch projects after tying up land hasmade us the 'partner of choice' for landowners, ensuring a consistentpipeline of JDA projects. This was a significant driver enabling us toadd ~ H 237 Bn in GDV in FY25.
We handed over ~6,800 units to our customers. With constructionin full swing, we expect significant ramp-up in deliveries in FY26.
Operating Results
Particulars
UoM
Year endedMarch 31, 2025
Year endedMarch 31, 2024
Pre-sales value
In H Bn
176.3
145.2
Pre-sales (Developable Area)
Mn Sq ft
9.5
11.1
Embedded EBITDA margin
%
33.0
30.0
Collections
144.9
112.6
Completed units
Number of Units
6,793
8,144
Financial ResultsStandalone financial highlights
Particulars (Amount in J Bn)
FY 2024-25
FY 2023-24
Revenue from operations
126.8
94.6
Total Income
131.1
97.8
EBIDTA before exceptional items
33.8
23.2
Interest
6.1
5.4
Profit before tax
29.0
15.8
Profit for the year
21.9
11.6
Revenue from operations increased by ~34% YoY to H 126.8 Bn, primarily due to growth in increase in pre-sales and construction progress.
Profit for FY25 was H 21.9 Bn as compared to profit of H 11.6 Bn during the previous FY. The sharp increase in profit is mainly due to increasein revenue and operating leverage.
Consolidated Financial Highlights
The Audited Consolidated Financial Statements for FY25 have been prepared in accordance with Indian Accounting Standard (Ind AS) - 110on 'Consolidated Financial Statements' read with Ind AS-28 on 'Investments in Associates and Joint Ventures', notified under the CompaniesAct, 2013 ('the Act'), read with the Indian Accounting Standards Rules as applicable and same are in compliance with the Act.
137.8
103.2
141.7
104.7
39.9
26.8
Finance costs
5.5
4.8
35.6
20.3
27.7
15.5
Revenue from operations increased by ~34% YoY to H 137.8 Bn,primarily due to significant increase in pre-sales and constructionprogress.
Profit for the year was H 27.7 Bn as compared to H 15.5 Bn in FY24.The sharp increase in profit was mainly due to increase in revenueand operating leverage.
The consolidated financial results and the results of operations arefurther discussed in the Management Discussion and Analysis whichforms part of this Integrated Report.
In terms of Regulation 43A of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations,2015, ('Listing Regulations') the Board of Directors of the Company(the 'Board') has adopted a Dividend Distribution Policy whichsets out the parameters and circumstances to be considered by theBoard in determining the distribution of dividend to shareholdersand/or retaining profits earned by the Company. The Policy isavailable on the Company's website at www.lodhagroup.com/investor-relations.
In line with the above policy, your Directors have recommended afinal dividend of H 4.25 (i.e. 42.5%) per equity share of face valueof H10 each for FY25. The proposed final dividend pay-out willamount to H 4.24 Bn. The payment of final dividend is subject to
the approval of shareholders at the 30,h Annual General Meeting(AGM) and will be paid on or after Monday, September 1, 2025.The record date fixed for determining the entitlement of Members forpayment of dividend is Friday, August 22, 2025.
Dividend income will be taxable in the hands of the members with effectfrom April 01, 2020. Accordingly, the Company shall deduct tax atsource from the dividend paid to the members at rates prescribed in theIncome Tax Act, 1961.
The Company has not transferred any amount to GeneralReserves during FY25.
The authorised capital of the Company as on March 31, 2025, wasH 13,078 Mn, divided into 129,50,75,750 equity shares of H 10each aggregating to H 12,951 Mn and 1,26,96,250 PreferenceShares of H10 each aggregating to H 127 Mn.
During the year, the Company allotted 31,12,648 equity shares ofH 10 each, pursuant to exercise of stock options granted under theCompany's ESOP schemes. Consequent to the aforesaid allotments,the issued and paid-up share capital of the Company as on March31, 2025, is H 9,976 Mn divided into 99,75,68,861 fully paid-upequity shares of face value of H 10 each.
The Hon'ble National Company Law Tribunal, Mumbai Bench, videorder dated May 9, 2025, approved the Scheme of Merger byAbsorption of One Place Commercials Private Limited and PalavaCity Management Private Limited (both wholly owned subsidiaries)with the Company, under Sections 230 to 232 and other applicableprovisions of the Act. The scheme was effective from May 15, 2025.
The Company has applied to BSE Ltd and National Stock Exchangeof India Limited for obtaining no objection certificate for thescheme of Merger by Absorption of three of its listed subsidiariesi.e. Sanathnagar Enterprises Limited, Roselabs Finance Limited andNational Standard (India) Limited with the Company, pursuant toapproval granted by the Board on July 30, 2024.
Further details on both the schemes are provided in the notes to thestandalone financial statements.
Credit Ratings
Our ratings were upgraded by two notches since the last fiscal,resulting in reduction of our cost of debt from 9.4% in FY24 to 8.7%in FY25. The following ratings were assigned during FY25.
Sr
No
Rating agency
Rating and outlook
1.
CRISIL Ratings Limited
Long term rating upgraded from CRISILA (Stable) to CRISIL AA (Stable)
Short term rating upgraded fromCRISIL A1 to CRISIL A1
2.
ICRA Limited
Long term rating upgraded from ICRAAA- (Stable) to ICRA AA- (Positive).
Rating was further upgraded to ICRAAA (Stable) in May 2025.
Short term rating reaffirmed at ICRAA1
3.
India Ratings &
Long term rating upgraded from IND
Research Private Limited
A (Stable) to IND AA (Stable)
Short term rating upgraded from INDA1 to IND A1
Exceptional ESG Scores
We were ranked 6th among 484 global real estate developmentcompanies which participated in the S&P Global CorporateSustainability Assessment and received a score of 81 out of 100 infourth year of participation, also retaining the spot in the prestigiousDow Jones Sustainability Index. We were recognised as a GlobalSector Leader by Global Real Estate Sustainability Benchmark('GRESB') for our exceptional performance in the GRESBDevelopment Benchmark where we received a 5-star rating witha score of 100/100 and ranked 1st in Asia. World BenchmarkingAlliance in its inaugural urban benchmark also ranked us 3rd acrossindustries and 1st in the real estate industry globally.
Debentures
The Company issued Senior, Secured, Redeemable, Listed,Rated Non-Convertible Debentures (NCDs) aggregating toH 3.0 Bn during FY25. The NCDs are listed on the wholesale debtmarket segment of BSE Ltd. The Company has redeemed NCDs
aggregating to H 6.9 Bn. The NCDs outstanding as on March 31,2025 aggregate to H 5.4 Bn.
Employee Stock Option Schemes
The Company has two Employee Stock Options schemes, viz"Macrotech Developers Limited Employee Stock Option Scheme2021” ('ESOP Scheme 2021') and Macrotech Developers LimitedEmployee Stock Option Scheme 2021-II ('ESOP Scheme 2021-II') ('ESOP Schemes'). The primary objective of both schemesis to reward employees for their association, performance andcontribution to the goals of the Company and to attract, retain andmotivate key talent by rewarding good performance and motivatingthem to contribute to the overall corporate growth and profitabilityof the Company. The Nomination and Remuneration Committee('NRC') administers and monitors the ESOP schemes.
Both ESOP schemes are in compliance with the SEBI (ShareBased Employee Benefits and Sweat Equity) Regulations 2021('SBEB Regulations 2021'). A certificate from the Secretarial Auditorwith respect to implementation of Company's ESOP Schemes, willbe available for inspection by the members, at the ensuing AGM.Details of ESOPs granted and vested are available in notes to theStandalone financial statements.
The ESOP Schemes and the disclosures required under the SBEBRegulations, 2021 with respect to the ESOP Schemes, as onMarch 31, 2025 are available on the Company's website atwww.lodhagroup.com/investor-relations.
The shareholders of the Company granted approval for change inthe name of the Company from Macrotech Developers Limited toLodha Developers Limited, by way of special resolution passed bypostal ballot on May 31, 2025. Fresh certificate of incorporationconsequent to the change in name was issued by the Registrar ofCompanies on June 16, 2025.
Appointment & re-appointment
Mr. Shaishav Dharia was appointed as a Wholetime Director fora period of three years from June 17, 2024 to June 16, 2027, bythe Board on recommendation of the NRC, which was subsequentlyapproved by the shareholders by way of special resolution passedat the 29,h AGM of the Company held on August 23, 2024.
Mr. Sushil Kumar Modi was appointed as a Wholetime Directorfor a period of three years from January 25, 2025 to January 24,2028, by the Board on recommendation of the NRC, which wassubsequently approved by the shareholders by way of specialresolution passed by postal ballot on February 27, 2025.
Retirement on completion of term
Mr Ashwani Kumar retired from the Board upon completion of hisfirst term as Independent Director, with effect from close ofbusiness hours on April 7, 2025. The Board places on record itssincere appreciation for the valuable contribution made by himduring his tenure.
Retirement by rotation
In accordance with the provisions of the Act and the Articles ofAssociation of the Company, Mr Rajinder Pal Singh, Non-ExecutiveDirector is liable to retire by rotation at the ensuing AGM and beingeligible offers himself for re-appointment.
Brief resume and other related information for the proposedappointments / re-appointments, as stipulated under the SecretarialStandards issued by the Institute of Company Secretaries of Indiaand Listing Regulations have been appended as an Annexure to theNotice of the ensuing AGM.
Key Managerial Personnel
Mr. Sanjay Chauhan was appointed as Chief Financial Officer ofthe Company with effect from January 25, 2025. Mr Sushil KumarModi ceased to be the Chief Financial Officer of the Company w.e.fJanuary 25, 2025.
Mr. Abhishek Lodha, Managing Director & CEO, Mr. RajendraLodha, Mr. Shaishav Dharia, Ms. Raunika Malhotra and Mr. SushilKumar Modi, all Wholetime Directors, Mr. Sanjay Chauhan, ChiefFinancial Officer and Ms. Sanjyot Rangnekar, Company Secretary& Compliance Officer are the KMPs of the Company in terms ofSection 203 of the Act, as on the date of this report.
Declarations by Independent Directors
The Company has received declarations from all IndependentDirectors, confirming that they meet the criteria of independence asspecified in Section 149(6) of the Act, as amended, read with Rulesframed thereunder and Regulation 16 of the Listing Regulations. Interms of Regulation 25(8) of the Listing Regulations, the IndependentDirectors have confirmed that they are not aware of any circumstanceor situation which exists or may be reasonably anticipated thatcould impair or impact their ability to discharge their duties withan objective independent judgement and without any externalinfluence and that they are independent of the Management.
The Independent Directors have also confirmed that they havecomplied with the Company's Code of Conduct and that they haveregistered their names in the Independent Directors Databank.
Policy on appointment and remuneration of Directors, KeyManagerial Personnel and Other Employees and Board DiversityPolicy
In terms of the requirement of Section 178 of the Act and ListingRegulations, the Board has adopted a Nomination & RemunerationPolicy on appointment and remuneration of Directors, KMPs and SeniorManagement Personnel (SMP) and also a Board Diversity Policy. Theremuneration paid to the Directors is as per the terms laid out in the NRCPolicy of the Company. Salient features of the NRC policy are annexedas Annexure 1 to the Directors' Report. These policies are available onthe Company's website at www.lodhagroup.com/investor-relations.
Board Evaluation
The Board carried out an annual evaluation of its own performance,board committees and individual directors, pursuant to the provisionsof the Act and the Listing Regulations. The evaluation process wasfacilitated online by a leading independent consulting firm. AllDirectors participated in the performance evaluation process. The
results of evaluation were discussed in the NRC and Board meetingheld on April 24, 2025. Further details on the evaluation framework,criteria, process and outcome are provided in the CorporateGovernance Report which forms part of this Integrated Report.
Familiarisation Program for Directors
The Company has implemented a comprehensive inductionprogram to orient and train new directors at the time of joining theBoard. This program includes site visits and interactions with seniormanagement, enabling new directors to gain first-hand knowledgeof the Company's operations, strategy, market standing andorganisational structure. This enables the Directors to get a deepunderstanding of the Company, its employees, values and culture andfacilitates their active participation in overseeing the performance ofthe Management. For more details refer the Corporate GovernanceReport which forms part of the Integrated Report.
Board Committees and meetings of the Board
In compliance with the statutory requirements, the Company hasconstituted various committees viz. Audit Committee, NRC, CSRCommittee, Risk Management Committee and Stakeholders'Relationship Committee. The Company has also constitutedthree operating/ special purpose committees viz ExecutiveCommittee, ESG Committee and Committee for Fund Raise. All therecommendations made by all Board Committees, including theAudit Committee, were accepted by the Board.
Seven Board meetings were held during the year. A detailed updateon the composition, governance and terms of reference of Boardcommittees, attendance of directors at Board and Committeemeetings held during FY25 is provided in the Corporate GovernanceReport, which forms part of this Integrated Report.
As on March 31, 2025, your Company has 23 subsidiaries and3 associates / joint ventures. Bellissimo Digital InfrastructureDevelopment Management Private Limited, Bellissimo DigitalInfrastructure Investment Management Private Limited, JanusLogistics and Industrial Parks Private Limited, One Box WarehousePrivate Limited, Opexefi Services Private Limited, SiddhivinayakRealties Private Limited, V Hotels Limited, Bellissimo Finvest PrivateLimited and Corrissance Developers Private Limited becamesubsidiaries of the Company during FY25.
One Place Commercials Private Limited and Palava CityManagement Private Limited ceased to be subsidiaries upon mergerwith the Company, with effect from May 15, 2025.
Pursuant to Section 129(3) of the Act, read with Rule 5 of Companies(Accounts) Rules, 2014, a statement containing salient features offinancial statements of subsidiaries, associates and joint ventures inprescribed form AOC-1, is annexed to the consolidated financialstatements which form part of this Integrated Report.
In accordance with the provisions of Section 136 of the Act,financial statements of the subsidiaries are available on the websiteof the Company at www.lodhagroup.com/investor-relations.Physical copies will be made available to the members of theCompany upon request.
The Policy for determining material subsidiaries of the Companyis provided on the Company's website at www.lodhagroup.com/investor-relations. Details of material subsidiaries of the Companyas per Regulation 16(1)(c) of Listing Regulations are disclosed in theCorporate Governance Report forming part of this Integrated Report.
Statutory Auditors
MSKA & Associates, Chartered Accountants were re-appointed asStatutory Auditors of the Company at the AGM held on September3, 2021, for a second term of five consecutive years and hold officeupto the conclusion of the AGM to be held in FY26.
The statutory auditor's report for FY25 forms part of the financialstatements enclosed with this Integrated Report. The said reportdoes not contain any qualification, reservation, disclaimer oradverse remarks.
Internal Auditors
The Company has an Internal Audit department which is led by theChief Internal Auditor. The scope of internal audit is based on aninternal audit plan approved annually by the Audit Committee. Theinternal auditor makes quarterly internal audit presentations to theAudit Committee.
Further details on the internal audit function are provided in theManagement Discussion and Analysis which forms part of thisIntegrated Report.
Secretarial Auditors
The Company had appointed Shravan A. Gupta & AssociatesPracticing Company Secretary as Secretarial Auditor to conductsecretarial audit for FY25. The Secretarial Audit report does notcontain any qualification, reservation, disclaimer or adverse remark.The Secretarial Audit Report is annexed as Annexure 2 to this report.Further, in terms of the regulatory requirements, Shravan A Gupta &Associates has issued the Annual Secretarial Compliance Report forFY25, confirming compliance by the Company of the applicableSEBI regulations and circulars/guidelines issued thereunder.
Cowtown Infotech Services Limited ("Cowtown") is a materialsubsidiary of the Company, pursuant to Regulation 16(1)(c) ofthe Listing Regulations. A copy of the Secretarial Audit Report ofCowtown is provided in Annexure 2 to this report. It does notcontain any qualification, reservation, adverse remark or disclaimer.
In terms of the Listing Regulations, with effect from April 1, 2025,a listed entity is required to seek shareholders' approval forappointment of Secretarial Auditor.
Accordingly, the Board, upon the recommendation of the AuditCommittee, has approved and recommended the appointment ofGDR & Partners LLP, Practicing Company Secretaries (ICSI UniqueNumber: L2024KR016500 / Peer Review No. 6014/2024),as Secretarial Auditor of the Company for a first term of 5 yearscommencing from FY26. Necessary resolution for this appointmentforms part of the accompanying AGM notice.
Cost Auditors
The Company has maintained cost records as prescribed by theCentral Government under Section 148 of the Act, read with theCompanies (Account) Rules, 2014.
The Board, on the recommendation of the Audit Committee, hadappointed D. C. Dave & Co, Cost Accountants as Cost Auditorsfor FY25. The Cost Audit report for FY25 does not contain anyqualification, reservation, disclaimer or adverse remark.
In accordance with the provisions of Section 148 of the Act readwith the Companies (Audit and Auditors) Rules, 2014, remunerationpayable to the Cost Auditors has to be ratified by the shareholders.The Board recommends the same for approval by shareholders atthe ensuing AGM. Necessary resolution for the same forms part ofthe accompanying AGM notice.
The Board, on the recommendation of Audit Committee, has re¬appointed D. C. Dave & Co, Cost Accountants, as Cost Auditors ofthe Company for FY26.
Reporting of frauds by Auditors
None of the Auditors of the Company have reported any fraudunder Section 143(12) of the Act.
Effective risk management is one of the pillars of our corporategovernance framework. We believe that a robust risk managementsystem is essential for achieving our objectives and goals, identifyingpotential obstacles and threats and mitigating potential losses.By implementing a comprehensive risk management framework,we ensure that we are well-equipped to adapt to changingcircumstances and allocate resources effectively. We have adopteda comprehensive risk management policy which outlines ourapproach to managing risks across the organisation and sets outclear guidelines defining our risk appetite and implementing arobust risk management framework. Our ERM framework providesa structured approach to identifying, assessing, mitigating andmonitoring risks across the organisation. It also ensures that thereare clear lines of accountability and oversight in place to ensure thatrisks are being managed effectively.
The Company has constituted a Risk Management Committeeconsisting of members of the Board and key executives of theCompany to identify and assess business risks and opportunities.Further details on the Risk Management processes and systems areprovided in other parts of the Integrated Report.
The details in respect of internal financial controls and their adequacyare included in the Management Discussion and Analysis, which isa part of the Integrated Report.
Compliance Management
The Company has in place a robust automated complianceframework based on a compilation of all applicable laws,
which are regularly monitored and updated basis the changingrequirements of law.
The Board continues to maintain a strong focus on Environmental,Social and Governance ('ESG') priorities to ensure long-term valuecreation for all stakeholders through responsible and forward¬looking business practices. The ESG Committee plays a pivotalrole in guiding this journey. The Commitee reviews and approveskey ESG risks and opportunities (including climate change), setsambitious targets and monitors our performance and externalratings in alignment with our business strategy.
Our sustainability efforts this year have advanced significantly,reinforcing our leadership in decarbonising the built environment.We remain committed to achieving net-zero across our operationsand developments and since March 2024, we have maintainedcarbon neutrality across Scope 1 and 2 emissions. Our operationscontinue to transition to clean energy, with renewable electricityPPAs now exceeding 10 MW across developments. Our builtenvironment decarbonisation strategy also includes activelyreducing embodied carbon in materials, deploying passive design,improving equipment efficiency, enabling clean energy access andsupporting clean mobility infrastructure.
We are proud to have one of the largest green-certified portfoliosin the country, now exceeding 60 Mn sq ft. of certified and pre¬certified space. As we grow, we remain committed to standardisingKPIs, tracking impact metrics and embedding sustainability at thecore of our design and delivery.
Our flagship Lodha Net Zero Urban Accelerator continuesto act as a catalyst for innovation and collaboration in urbandecarbonisation. In partnership with RMI India Foundation, wefield-tested next-generation technologies such as high-efficiencyair conditioners and launched the UrjaAnk initiative; India's firstof a kind residential energy behaviour experiment to uncoverhousehold electricity consumption patterns. These insights are nowinforming the landscape of national energy efficiency standardsand contributing to India's energy security agenda. Our pioneeringefforts to mitigate urban heat, including nature-based coolingsolutions demonstrated at Palava City, further exemplify our modelfor sustainable urbanisation.
Through the Lodha Foundation, we will continue to open-source ourlearnings, publishing rigorous case studies and research to enablereplication across India's fast-urbanising regions.
We remain proud of our continued leadership across globalsustainability benchmarks. This year, we were again included inthe Dow Jones Sustainability Index (DJSI) and the FTSE4GoodIndex and retained our position as a Global Sector Leader forresidential development in the GRESB rankings. In a significantmilestone, we were also recognised as the top-performing realestate company in the Urban Benchmark by the prestigious WorldBenchmarking Alliance.
Our purpose is to use our capabilities to increase India's economicstrength and transform our country to a developed nation by 2047.We drive wide ranging social impact through our business andphilanthropic work. Currently our initiatives focus on education ofthe gifted, community development and sustainability. In additionwe will also develop and implement initiatives on innovationand development of human values. The Lodha Foundation, thephilanthropic arm of the group will spearhead these initiatives.
To this end, the promoter family has dedicated 1/5th of theCompany's equity capital (US$2.5 Bn as of October 2024) to theLodha Foundation, reinforcing our belief that business success mustdrive societal progress.
A brief outline of the CSR policy of the Company and the CSRactivities taken up during the year are set out in Annexure 6 ofthis report. The CSR policy is available on the Company's websiteat www.lodhagroup.com/investor-relations. The details of CSRCommittee including composition, terms of reference etc. areprovided in the Corporate Governance Report, which forms part ofthis Integrated Report.
The Company has adopted a Vigil Mechanism/ Whistle BlowerPolicy which forms part of Code of Conduct of the Company. Itoutlines the method and process for stakeholders to voice genuineconcerns about unethical conduct that may be in actual orthreatened breach with the Company's Code of and other ethicspolicies. The Whistle Blower Policy, is available on the Company'swebsite at www.lodhagroup.com/investor-relations. A brief noteon the highlights of the Whistle Blower Policy and compliance withthe Code of Conduct, is provided in the Corporate GovernanceReport, which forms part of this Integrated Report.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act,the Annual Return for FY25, in Form MGT-7 is available on theCompany's website at www.lodhagroup.com/investor-relations.
In compliance with the provisions of the Act and Listing Regulations,the Company extends financial assistance in the form of investment,loan and guarantees to its subsidiaries/ associates, from time totime in order to meet their business requirements. The Companyis engaged in business of real estate development (Infrastructuralfacilities) and hence the provisions of Section 186 of the Act relatedto any loans made or any guarantees given, or any securitiesprovided, or any investments made by the Company are notapplicable. Details of investments made and loans given are givenin the notes to the standalone financial statements.
Transactions/contracts/arrangements, falling within the purview ofprovisions of Section 188(1) of the Act, entered by the Companywith related parties as defined under the provisions of Section2(76) of the Act, during the financial year under review, were inthe ordinary course of business and have been transacted at arm'slength basis. Material contracts, arrangements or transactions withrelated parties referred to in of the Act entered during FY25 in FormAOC-2 are annexed as Annexure 3 of this report. The Related PartyTransactions Policy is available on the Company's website at www.lodhagroup.com/investor-relations. Disclosures pursuant to para Aof Schedule V of the Listing regulations form part of the StandaloneAudited Financial Statements for FY25.
The information required pursuant to the provisions of 197(12) ofthe Act, read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 is annexed asAnnexure 4 to this report.
Particulars of employee remuneration, as required under section197(12) of the Act and read with Rule 5(2) and Rule 5(3) of the saidRules form part of the Integrated Report. In terms of the provisions ofthe first proviso to Section 136(1) of the Act, the Integrated Reportis being sent to the shareholders excluding the aforementionedinformation. Any member interested in obtaining this informationmay write to the Company Secretary at investor.relations@lodhagroup.com.
In compliance with the Sexual Harassment of Women at theWorkplace (Prevention, Prohibition and Redressal) Act 2013, theCompany has constituted an Internal Complaints Committee (ICC)for providing a redressal mechanism pertaining to sexual harassmentat the workplace where any such incident can be reported to theICC as per the process defined under the policy. Details regardingthe policy, including the details of the complaints received anddisposed of, are provided elsewhere in this Integrated Report.
Your Directors state that for FY25, no disclosures are required inrespect of the following items and accordingly confirm as under:
a. The Company has neither revised the financial statements northe report of Board of Directors.
b. There are no material changes or commitments affecting thefinancial position of the Company between March 31, 2025and the date of this report.
c. The Company has not accepted any deposits within themeaning of Section 73 of the Act, read with the Companies(Acceptance of Deposits) Rules 2014.
d. No significant or material orders were passed by theRegulators/Courts/Tribunals which impact the going concernstatus and Company's operations in future.
e. There was no change in the nature of the businessof the Company.
f. There has been no issue of equity shares with differential rightsas to dividend, voting or otherwise.
g. The Company has complied with applicable SecretarialStandards issued by the Institute of the CompanySecretaries of India.
h. The Company was not required to transfer any amount tothe Investor Education and Protection Fund under section125 of the Act.
i. No petition/ application has been admitted underInsolvency and Bankruptcy Code, 2016, by the NationalCompany Law Tribunal.
j. There were no instances of one-time settlement with any bankor financial institution.
Details of energy conservation, technology absorption and foreignexchange earnings and outgo as required under section 134(3) ofthe Act and the Rules made thereunder, is annexed as Annexure 5to this report.
The Company continues with its integrated reporting journey,aligning with its philosophy of being a highly transparent andresponsible corporate citizen. Our 4th Integrated Report is guidedby the principles of International Integrated Reporting Frameworkdeveloped by the International Integrated Reporting Council (nowconsolidated into IFRS Foundation) and reflects the key actions takenby the Company towards long-term sustainability and stakeholdervalue creation. The Board acknowledges its responsibility for theintegrity of the report and the information contained therein.
Pursuant to Regulation 34 of the Listing Regulations, the ManagementDiscussion and Analysis for the year under review, is presented in aseparate section and forms part of this Integrated Report.
The Corporate Governance Report, pursuant to the requirementsof Regulation 34 of the Listing Regulations, forms part of thisIntegrated Report. A certificate from Shravan A Gupta & Associates,Practicing Company Secretary, Secretarial auditor confirmingcompliance of conditions of Corporate Governance during FY25,
as stipulated under the Listing Regulations, is annexed as Annexure7 to this Report.
The Business Responsibility & Sustainability Report ('BRSR') oninitiatives taken from an environmental, social and governanceperspective in the prescribed format, along with the assurancestatement on BRSR Core issued by an Independent third party viz.DNV Business Assurance India Private Limited is available as aseparate section of this Integrated Report and on the Company'swebsite at www.lodhagroup.com\investor-relations.
Pursuant to the requirement of clause (c) of sub-section (3) of Section134(5) of the Act, your Directors confirm that:
a. in the preparation of the annual accounts for the financialyear ended March 31, 2025, the applicable accountingstandards read with the requirements set out under ScheduleIII to the Act, have been followed and there are no materialdepartures thereof;
b. they have selected such accounting policies and appliedthem consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31,
2025 and of the profit of the Company for the financial yearended on that date;
c. they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
d. they have prepared the annual accounts on agoing concern basis;
e. they have laid down internal financial controls to be followedby the Company and such internal financial controls areadequate and operating effectively;
f. they have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systemswere adequate and operating effectively.
The Board wishes to place on record its appreciation and sincerethanks to the customers, joint venture partners, shareholders,bankers, vendors and other stakeholders, who through theircontinued support and cooperation, have helped as partners inthe Company's progress. The Directors also acknowledge thehard work, dedication and commitment of the employees for thegrowth of the Company and look forward to their continuedinvolvement and support.
For and on behalf of the BoardLodha Developers Limited
Mukund Chitale Abhishek Lodha
Place: Mumbai Chairman Managing Director & CEO
Date: June 20, 2025 DIN: 00101004 DIN: 00266089