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Kolte-Patil Developers Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 3238.15 Cr. P/BV 2.64 Book Value (Rs.) 138.29
52 Week High/Low (Rs.) 498/292 FV/ML 10/1 P/E(X) 30.39
Bookclosure 17/08/2024 EPS (Rs.) 12.02 Div Yield (%) 0.00
Year End :2025-03 

Your Directors have the pleasure in presenting 34th Annual Report on the business and operations of the Company
and the accounts for the Financial Year ended 31 March 2025.

1. Financial highlights - (h in Lakhs)

Particulars

Consolidated

Standalone

FY 2024-25

FY 2023-24

FY 2024-25

FY 2023-24

Revenue from Operations

1,71,738

137,148

1,08,860

57,914

Operating Profit/(Loss) before interest,
depreciation, amortization and taxes (EBITDA)

22,223

7,440

16,164

(466)

Depreciation and amortization

1,427

1,419

1,046

1,153

Interest and finance charges

4,191

9,786

5,982

6,652

Other income

4,635

2,330

5,639

5,514

Impairment on goodwill/investments

-

2,346

-

1,953

Profit/(Loss) Before Tax (PBT)

16,605

(6,111)

9,136

(10,224)

Share of Profit / (Loss) of joint ventures, associates
(net)

512

(976)

-

-

Tax expenses

6,184

(339)

2,274

(3,098)

Profit/(Loss) After Tax (PAT)

10,933

(6,748)

6,862

(7,126)

Exceptional Items

-

-

-

-

Add: Other Comprehensive Income

(30)

(129)

(26)

(83)

Total Comprehensive Income before Non¬
Controlling Interest

10,903

(6,877)

6,836

(7,209)

Less: Non-Controlling Interest

276

188

-

-

Profit/(Loss) after other Comprehensive Income

10,627

(7,065)

6836

(7,209)

Earnings Per share (in H)

Basic ( H )

14.02

(9.12)

9.03

(9.38)

Diluted (Rs)

13.99

(9.12)

9.01

(9.38)

2. Performance of the Company

The key highlights of the Company's performance is
as under:

Financial Overview (Consolidated

Performance)

Our revenues were increased by 25.22% at H1,71,738
lakhs during the year compared to H1,37,148 lakhs
in the previous year. Earnings before Interest
Taxes and Depreciation was increased by 198.70%
at H22,223 lakhs as compared to H7,440 lakhs.
EBITDA margins increased from 5.42% to 12.95%
during the year. Total Comprehensive Income/(Loss)
(post minority interest) increased to H10,627 lakhs
compared to H(7,065) lakhs in the previous year.

Earnings per Share stood at H14.02 as compared to
H(9.12) last year.

Increase in EBITDA is on account of change in mix
of projects offered to revenue in the current year
having high margin compared to last year. Other
reasons for the increase are on account of-

Ý Increase in rental income from investment
property and Aluform ;

Ý Interest on fixed deposit ;

Ý Dividend from associate ;

Ý Gain on sale of investment.

Rise in total comprehensive income is due to
decrease in Finance cost on Non Convertible

Debentures basis Indian Accounting Standard, No
Impairment of goodwill and profit from associate on
completion of the project.

Financial Overview (Standalone Performance)

Our revenues were increased by 87.96% at H1,08,860
lakhs during the year compared to H57,914 lakhs in
the previous year. Earnings before Interest Taxes
and Depreciation was increased to H16,164 lakhs
as compared to H(466) lakhs in the previous year.
EBITDA margins increased to 14.84% from (0.80)%
during the year. Total Comprehensive Income/(Loss)
increased to H6,836 lakhs compared to H(7,209)
lakhs in the previous year. Earnings per Share stood
at H9.03 as compared to H(9.38) last year.

The Increase in EBITDA is on account of change in
mix of projects offered to revenue in the current year
having high margin compared to last year.

Rise in total comprehensive income is due to
increase in the gross profit on account of higher
revenue offered, no impairment on investment in
current year, decrease in finance cost due to higher
allocation to inventory, and decrease in provision for
doubtful debts in current year.

3. Dividend

The Board of Directors have not recommended any
Dividend considering the company's future growth
plans, business development.

4. Fixed Deposits

During the year under review, the Company has not
accepted any fixed deposits under the provisions of
the Companies Act, 2013.

5. Share Capital

The paid-up Equity Share Capital as on 31 March
2025 stood at H7,600.44 Lakhs, which comprises of
7,60,04,409 Equity Shares of H10 each.

During the year under review, there is no change in
paid-up equity share capital of the Company.

On 23 June 2025, your Company had issued
1,26,75,685 (One Crore Twenty Six Lakhs Seventy
Five Thousand Six Hundred Eighty-Five) equity
shares to BREP Asia III India Holding Co VII Pte. Ltd.
at a price of H329/- per equity share aggregating
to H41,703 Lakhs. Subsequently, the paid-up
Equity Share Capital stood at H8,868 Lakhs, which
comprises of 8,86,80,094 Equity Shares of H10 each.

Further, pursuant to the terms of Share Purchase
Agreement and Shareholders Agreement dated
13 March 2025 executed by and between the
Company, BREP Asia III India Holding Co VII Pte. Ltd.,
Mr. Rajesh Anirudha Patil, Late Mr. Naresh Anirudha
Patil, Mr. Milind Digambar Kolte, Ms. Sunita Rajesh
Patil, Ms. Vandana Naresh Patil, Ms. Sunita Milind
Kolte, Mr. Yashvardhan Rajesh Patil, Ms. Ankita
Rajesh Patil, Mr. Harshavardhan Naresh Patil and
Ms. Priyanjali Naresh Patil ("Agreements"), BREP
Asia III India Holding Co VII Pte. Ltd. has acquired
2,27,96,353 (Two Crore Twenty Seven Lakh Ninety
Six Thousand Three Hundred and Fifty Three)
equity shares, being 25.7% (twenty five point seven
percent) of the paid-up capital of the Company on 11
August 2025.

Accordingly, BREP Asia III India Holding Co VII Pte.
Ltd. has acquired joint control along with the existing
Promoters over the Company.

The above acquisition of shares by BREP Asia III
India Holding Co VII Pte. Ltd. triggered mandatory
open offer under the Securities and Exchange Board
of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011 as may be amended
from time to time to acquire more than 26% of the
equity share capital of the Company.

6. Issue of Debentures

The Company has issued the Secured, Non¬
Convertible Debentures as follows:

a. On 10 April 2023, 14,000 Secured, Unlisted,
Redeemable, Non-Convertible Debentures
(NCD) of face value H100,000/- each, on a
private placement basis aggregating H140
Crores (Rupees One Hundred and Forty Crores
Only) were allotted to India Realty Excellence
Fund IV.

The outstanding amount as on 31 March 2025
is H11,579 Lakhs

b. On 17 April 2023, 20,650 Senior, Secured,
Listed, Rated, Redeemable, Non-convertible
debentures of face value H1,00,000/- each, on a
private placement basis, aggregating

H206.50 Crores (Rupees Two Hundred Six Crores
and Fifty Lakhs Only), were allotted to Marubeni
Corporation, Japan. These debentures are listed
on BSE Limited w.e.f. 19 April 2023.

The outstanding amount as on 31 March 2025 is
H16,994 lakhs.

c. On 22 December 2023, 11,090 Senior, Secured,
Listed, Rated, Redeemable Non-convertible
debentures of face value H1,00,000/- each, on
a private placement basis, aggregating H110.90
Crores (Rupees One Hundred and Ten Crores and
Ninety Lakhs Only), were allotted to Marubeni
Corporation, Japan. These debentures are
listed on BSE Limited w.e.f. 27 December 2023.

The outstanding amount as on 31 March 2025
is H9,394 Lakhs.

d. On 20 September 2024, 13,377 Series 3
fullv secured, listed, rated. redeemable,
non-convertible debentures of face value of
H1,00,000/- each, on a private placement
basis, aggregating H133.77 Crores (Rupees One
Hundred and Thirty Three Crores and Seventy
Seven Lakhs only), were allotted to Marubeni
Corporation, Japan. These debentures are
listed on BSE Limited w.e.f. 24 September 2024.

The outstanding amount as on 31 March 2025 is
H12,313 Lakhs.

7. Internal Financial Controls

The Company has adequate internal controls and
processes in place with respect to its financial
statements which provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements. These controls
and processes are driven through various policies,
procedures and certifications. The Management
has periodically conducted the assessment of
internal financial controls for determining operative
effectiveness and the control were operating
effectively. The internal financial controls were also
reviewed by an Independent Auditor and found to
be adequate and operating effectively for ensuring
accuracy and completeness of the accounting
records. The attention of the members is drawn to
last para of "Annexure 2 to the Independent Auditor's
Report" and explanation given thereto. Except
the aforesaid there are no reportable material
weaknesses. The report of Independent Auditor
is annexed to the Auditors' Report on Standalone
Financial Statements.

8. Details of Subsidiary/Joint Ventures/
Associate Companies

The Statement containing salient features of the
financial statement of subsidiaries/associate
companies/joint ventures in Form AOC - 1 is annexed
as Annexure I to the Directors' report.

Your Company entered into Share Purchase

Agreement on 24 July 2024 for sale of 20% equity
stake held by the Company in Snowflower Properties
Private Limited, an associate Company to Kolte-Patil
Planet Real Estate Private Limited at an aggregate
consideration of H838 Lakhs.

Your Company entered into Share Purchase

Agreement on 05 December 2024 for sale of 17%
equity stake held by the Company in Kolte-Patil
Planet Kiwale Project Private Limited, an associate
Company to Kolte-Patil Planet Real Estate Private
limited at an aggregate consideration of H379 Lakhs.

9. Directors and Key Managerial Personnel

Pursuant to the terms of Share Purchase Agreement
and Shareholders Agreement dated 13 March 2025
executed by and between the Company, BREP
Asia III India Holding Co VII Pte. Ltd., Mr. Rajesh
Anirudha Patil, Late Mr. Naresh Anirudha Patil,
Mr. Milind Digambar Kolte, Ms. Sunita Rajesh Patil,
Ms. Vandana Naresh Patil, Ms. Sunita Milind Kolte,
Mr. Yashvardhan Rajesh Patil, Ms. Ankita Rajesh Patil,
Mr. Harshavardhan Naresh Patil and Ms. Priyanjali
Naresh Patil ("Agreements"), the following changes
in composition of Board of Directors of the Company
were took place w.e.f. 11 August 2025:

a) Appointment of Mr. Tuhin Parikh (DIN: 00544890)
as an Additional Director (Non-Executive and
Non-Independent) who holds office up to this
ensuing 34th Annual General Meeting. The Board
has recommended his appointment as Director
(Non Executive - Non Independent Director), not
liable to retire by rotation.

b) Appointment of Mr. Asheesh Mohta (DIN:
00358583) as an Additional Director (Non¬
Executive and Non-Independent) who holds
office up to this ensuing 34th Annual General
Meeting. The Board has recommended his
appointment as Director (Non Executive - Non
Independent Director), liable to retire by rotation.

c) Appointment of Mr. Mohit Arora (DIN: 08100136)
as an Additional Director (Non-Executive and
Non-Independent) who holds office up to this
ensuing 34th Annual General Meeting. The Board
has recommended his appointment as Director
(Non Executive - Non Independent Director),
liable to retire by rotation.

The Board welcomed the new Directors on the Board
of Directors of the Company.

The Board also appointed Mr. Girish Vanvari
(Independent-Non Executive) as Chairman of

the Board of Directors of the Company w.e.f. 11
August 2025.

The revised composition of the Board is as follows:

Sr.

No.

Name of the
Director

Designation

1.

Mr. Girish
Vanvari

Chairman and Independent
Director - Non Executive

2.

Mr. Rajesh
Patil

Managing Director

3.

Mr. Tuhin
Parikh

Additional Director (Non¬
Executive and Non¬
Independent)

4.

Mr. Asheesh
Mohta

Additional Director (Non¬
Executive and Non¬
Independent)

5.

Mr. Mohit
Arora

Additional Director (Non¬
Executive and Non¬
Independent)

6.

Mrs. Sudha
Navandar

Independent - Non Executive
Director

Cessation of Directors during the years:

Pursuant to the terms of Share Purchase Agreement
and Shareholders Agreement dated 13 March 2025
executed by and between the Company, BREP
Asia III India Holding Co VII Pte. Ltd., Mr. Rajesh
Anirudha Patil, Late Mr. Naresh Anirudha Patil,
Mr. Milind Digambar Kolte, Ms. Sunita Rajesh Patil,
Ms. Vandana Naresh Patil, Ms. Sunita Milind Kolte,
Mr. Yashvardhan Rajesh Patil, Ms. Ankita Rajesh Patil,
Mr. Harshavardhan Naresh Patil and Ms. Priyanjali
Naresh Patil ("Agreements"), the following directors
were resigned w.e.f. 11 August 2025:

a) Resignation of Mr. Milind Kolte, Whole Time
Director designated as Executive Director (DIN:
00170760);

b) Resignation of Mr. Yashvardhan Patil, Whole
Time Director designated as Joint Managing
Director (DIN: 06898270);

c) Resignation of Mr. Nirmal Kolte, Whole Time
Director designated as Executive Director (DIN:
05159986);

d) Resignation of Mr. Achyut Watwe, Independent
Director (DIN:01179251);

e) Resignation of Mr. Umesh Joshi, Independent
Director (DIN: 02557162);

f) Resignation of Mr. Dhananjay Barve,
Independent Director (DIN:00066375).

During the year under review, Mr. Prakash Gurav
(DIN: 02004317) - Independent Director retired
on 12 August 2024 and Mr. Jayant Pendse (DIN:

02434630) - Independent Director retired on 12
September 2024 due to completion of their tenure
of as an Independent Director.

Further, Mrs. Vandana Patil (DIN: 00588888) -
Non Executive Director resigned with effect from
11 November 2024. Further, Mr. Naresh Patil (DIN:
00881077) - Vice Chairman of the Company ceased
to be a Vice-Chairman and Executive Director due to
sad demise on 11 May 2025. The Board of Directors
acknowledged their immense contribution for the
growth of the Company.

The Board also acknowledges valuable contribution
of the above-ceased Directors and the profound
impact they have had on the organization's growth
and success.

In view of the above changes in the composition of
the Board, none of the Directors are eligible to retire
by rotation at this ensuing 34th Annual General
Meeting in terms of Section 152 of the Companies
Act, 2013 read with Article 167 of the Articles of
Association of the Company.

The composition of the Board of Directors of the
Company continues to be in compliance with the
requirements prescribed under the Companies
Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Company has received declarations from all the
Independent Directors of the Company confirming
that they meet the criteria of Independence as
prescribed both under the Companies Act, 2013 and
Regulation 16 (b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Company has devised a Policy for performance
evaluation of Independent Directors, Board,
Committees and other Individual Directors which
includes criteria for performance evaluation of the
non-executive directors and executive directors.
The Board has carried out an annual evaluation
of its own performance, various committees and
Individual directors.

The Board members are provided with necessary
documents, reports and policies to enable them
to familiarise with the Company's procedures and
practices. Periodic presentations are made at the
Board and Committee Meetings, on business and
performance updates.

The details of such familiarization programmes for
Independent Directors are posted on the website of
the Company and can be accessed at https://tinyurl.
com/38svs97v

The Policy for selection of Directors and determining
Directors Independence and Remuneration Policy

for Directors, Key Managerial Personnel and other
employees is annexed as Annexure II to this Report.

Change in Key Managerial Personnel during
the years:

During the year under review, Mr. Rahul Talele
resigned as Group Chief Executive Officer and
Mr. Atul Bohra was appointed as Group Chief
Executive Officer with effect from 14 June 2024.
Mr. Khiroda Jena was resigned as Chief Financial
Officer with effect from 17 August 2024 and Mr. Ravi
Prakash Porwal was appointed as Chief Financial
Officer with effect from 08 October 2024.

10. Meetings of the Board of Directors

Eight (8) Board Meetings were held during the year
and the gap between two meetings did not exceed
four months. The dates on which the board meeting
were held as follows:

1) 17 May 2024

2) 24 May 2024

3) 14 June 2024

4) 09 August 2024

5) 08 October 2024

6) 12 November 2024

7) 11 February 2025

8) 13 March 2025

11. Scheme of Amalgamation and
Arrangement

The Board of Directors had approved the draft
scheme of amalgamation of Kolte-Patil Integrated
Townships Limited (a wholly owned subsidiary of
the Company) with the Company under Section
233 of the Companies Act 2013 read with Rule 25
of the Companies (Compromises. Arrangements
and Amalgamations) Rules, 2015. However the
application for scheme of amalgamation filed by
the Company to the office of the Hon'ble Regional
Director, Western Region, Ministry of Corporate
Affairs, Mumbai ("RD") on 30 November 2024
has not been approved. Subsequently, the Board
of Directors of the Company at their meeting
dated 11 February 2025 have approved the draft
scheme of amalgamation of Kolte-Patil Integrated
Townships Limited with the Company under
Section 230-232 of the Companies Act, 2013
along with other applicable previsions and the
rules subject to the requisite approvals under the
Act and sanction of the scheme by the National

Company law Tribunal. Mumbai Bench ('NCLT) or
any other competent authority. The appointee
date of the said scheme is 01 April 2024 or such
other date as may be approved by NCLT or any
other competent authority.

12. Statutory Auditors

The Members of the Company, at the at 32nd
Annual General Meeting held on 19 August 2023
have appointed M/s. S R B C S CO LLP, Chartered
Accountants (LLP Registration No. AAB-4318, FRN
- 324982E/E300003) for a first term of 5 (five)
years from the conclusion of this 32nd AGM upto the
conclusion of 37th AGM of the Company to be held
in 2028.

The Auditors' Report for the FY 2024-25 does not
contain any qualification, reservation, or adverse
remark. The Report is enclosed with the financial
statements in this Annual Report.

13. Contracts or arrangements with related
parties

During the year under review, all transactions/
arrangements entered by the Company with related
parties were in the ordinary course of business and on
an arm's length basis. The details of transactions are
given in the Note No 48 in Notes to Accounts forming
part of the Audited Standalone Financial Statement.

The Policy on materiality of related party transactions
and dealing with related party transactions as
approved by the Board may be accessed on the
Company's website at the link: https://rb.gy/9lntwe

14. Conservation of energy, technology
absorption and foreign exchange earnings
and outgo

As the Company is not engaged in the manufacturing
activities, the information related to Conservation of
energy, technology absorption has not be provided.

The details of Foreign Exchange outgo are as follows:

Particulars

For Year
ended
31 March
2025

For Year
ended
31 March
2024

Travelling Expenses

28

29

Professional Fees

0

207

Advertising/Marketing

Expenses

358

191

Total

386

427

15. Particulars of loans, guarantees
and investments

The particulars of loans, guarantees and
investments are given in Note No 06 and 47 in Notes
to accounts forming part of the Audited Standalone
Financial Statements.

16. Extract of the annual return

In accordance with Sections 92(3) read with 134(3)
(a) of the Act, the Annual Return of the Company as
on 31 March 2025 is available on the website of the
Company at: https://tinyurl.com/4muss87s

17. Corporate Social Responsibility (CSR)

In compliance with Section 135 of the Companies
Act, 2013 read with the Companies(Corporate Social
Responsibility Policy) Rules 2014, the Company has
established Corporate Social Responsibility (CSR)
Committee and Report on CSR Activities forms part
of this Report as Annexure III.

18. Audit Committee

The Audit Committee of the Company comprises of
following members as on 31 March 2025:

Name of the
Member

Designation

Category

Mrs. Sudha
Navandar

Chairperson

Independent

Director

Mr. Achyut
Watve

Member

Independent

Director

Mr. Girish
Vanvari

Member

Independent

Director

Mr. Dhananjay
Barve

Member

Independent

Director

Mr. Yashvardhan
Patil

Member

Joint Managing
Director

Mr. Nirmal Kolte

Member

Executive Director

Further, on 11 August 2025, due to the change in
the composition of the Board, the composition of the
Audit Committee was revised which is as under:

Name of the
Member

Designation

Category

Mrs. Sudha

Chairperson

Independent

Navandar

Director

Mr. Girish

Member

Independent

Vanvari

Director

Mr. Mohit Arora

Member

Additional Director
(Non-Executive
and Non¬
Independent)

Mr. Vinod Patil - Company Secretary of the
Company acts as the secretary to the Audit the
Company are permanent invitees to the Audit
Committee Meetings.

During the year under review, the Board has accepted
all the recommendations of the Audit Committee.

19. Vigil Mechanism for Directors and
Employees

The Vigil Mechanism of the Company, which also
incorporates a Whistle Blower Policy in Regulation
22 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, includes an
Ethics S Compliance Task Force comprising senior
executives of the Company. Protected disclosures
can be made by a whistle blower through an e-mail,
or dedicated telephone line or a letter to the Task
Force or to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest
standards of ethical, moral and legal conduct of
business operations. To maintain these standards,
the Company encourages its employees who have
concerns about suspected misconduct whether by
the Directors, employees, vendors or customers
and to come forward and express these concerns
without fear of punishment or unfair treatment. The
report received from employees will be reviewed by
Audit Committee. The Directors and Management
Personnel are obligated to maintain confidentiality
of such reporting and ensure that the whistle
blowers are not subjected to any discriminatory
practices. No person has been denied access to the
Audit Committee.

The said policy can be accessed at https://tinyurl.
com/2su8pp7r

20. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of
the Company comprises of following members as on
31 March 2025:

Name of the
Member

Designation

Category

Mr. Umesh
Joshi

Chairman

Independent

Director

Mr. Achyut
Watve

Member

Independent

Director

Mr. Girish
Vanvari

Member

Independent

Director

Mrs. Sudha
Navandar

Member

Independent

Director

Further, on 11 August 2025, due to the change in
the composition of the Board, the composition of
the Nomination and Remuneration Committee was
revised which is as under:

Name of the
Member

Designation

Category

Mr. Girish
Vanvari

Chairperson

Independent

Director

Mrs. Sudha
Navandar

Member

Independent

Director

Mr. Asheesh
Mohta

Member

Additional Director
(Non-Executive
and Non¬
Independent)

21. Managerial Remuneration

The Details required as per Rule 5(1) and (2) of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are given in
Annexure IV to the Directors report.

22. Employee Stock Option Scheme

The Nomination and Remuneration Committee
of the Board of Directors of the Company, inter
alia, administers and monitors the Kolte-Patil
Employees Stock Option Scheme 2021 ("ESOS
2021") of the Company in accordance with the
applicable SEBI Guidelines. During the year
under review, the Nomination and Remuneration
Committee has granted 375,000 stock options to
the eligible employees.

The applicable disclosures as stipulated under the
SEBI Guidelines as on 31 March 2025 (cumulative
position) with regard to the Kolte-Patil Employees
Stock Option Scheme 2021 ("ESOS 2021") are
provided in Annexure V to this Report.

23.Secretarial Audit

Pursuant to Section 204 of the Companies Act
2013, the Company had appointed M/s. SVD S
Associates, Company Secretaries, Pune as its
Secretarial Auditors to conduct the secretarial audit
of the Company for the Financial Year 2024-25. The
Report of Secretarial Auditor for the Financial Year
2024-25 is annexed to this report as Annexure VI.
The Comments in Secretarial Audit Report are self¬
explanatory.

Kolte-Patil Integrated Townships Limited and KPE
Private Limited are the material subsidiaries of the
Company. Pursuant to the Regulation 24A of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") as

amended from time to time, the Secretarial Audit
Report of material subsidiary is annexed to this
report as Annexure VII and Annexure VIII.

The Board of Directors of the Company in their
meeting held on 29 August 2025 has appointed M/s.
Mehta S Mehta, Peer Reviewed Firm of Company
Secretaries in Practice (ICSI Unique Identification
No: P1996MH007500), as Secretarial Auditors of
the Company for a period of five consecutive years
commencing from FY 2025-26 till FY 2029-2030,
subject to the approval of the shareholders of the
Company at the ensuing Annual General Meeting.
The Board recommends their appointment.

24. Reporting of Frauds by the Auditors

During the year under review, neither the Statutory
Auditors nor the Secretarial Auditors have reported
to the Audit Committee, under Section 143(12) of
the Companies Act 2013, any instances of fraud
committed against the Company by its officers
or employees, the details of which would need
to be mentioned in the Board's report or directly
to the Central Government under intimation to
your Company.

25. Secretarial Standards

The Ministry of Corporate Affairs notified the
Secretarial Standard on Meetings of the Board of
Directors (SS-1), Secretarial Standard on General
Meetings (SS-2).

The Company complies with Secretarial Standards
and guidelines issued by the Institute of Company
Secretaries of India (ICSI).

26. Corporate Governance Certificate

The Report on Corporate Governance for the
Financial Year 2024-25, as stipulated under SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 is presented in a separate section
forming part of the Annual Report.

The Company has obtained the Compliance
certificate for the Financial Year 2024-25 from
Mr. Nitin Prabhune, Practicing Company Secretary
for the compliance of conditions of corporate
governance as stipulated in Regulation 34 (3) real
with Part E of Schedule V of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

27. Business Responsibility and Sustainability
Report ("BRSR")

The BRSR of your Company for the Financial Year
2024-25 as required under Regulation 34(2)

(f) of the Listing Regulations is presented in a
separate section and forms an integral part of this
Annual Report.

28.Risk Management Policy

The Company has constituted Risk Management
Committee. As on 31 March 2025, the Risk
Management Committee comprising 6 members, in
which 3 members are Independent Directors.

Further, on 11 August 2025, due to the change in
the composition of the Board, the composition of the
Risk Management Committee was revised which is
as under:

Name of the
Member

Designation

Category

Mr. Rajesh Patil

Chairperson

Managing Director

Mr. Girish
Vanvari

Member

Independent

Director

Mr. Asheesh
Mohta

Member

Additional Director
(Non-Executive
and Non¬
Independent)

The Risk Management Committee has approved the
Risk Management Policy. The Committee monitors
the policy, ensures that the Company is acting
appropriately to achieve prudent balance between
the risk and reward and evaluates significant risk
exposures and assesses the management's actions
to mitigate the exposures. The Risk Management
Committee also reviews the Company's initiatives
towards sustainability and performance against
various NGRBC Principles.

29. Directors' Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for
the year ended 31 March 2025, the applicable
accounting standards read with requirements
set out under Schedule III to the Act, have been
followed and there are no material departures
from the same;

b) the Directors have selected such accounting
policies and applied them consistently and made
judgements and estimates that are reasonable
and prudent so as to give a true and fair view
of the state of affairs of the Company as at 31
March 2025 and of the profits of the Company
for the year ended on that date;

c) the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company

and for preventing and detecting fraud and
other irregularities;

d) the Directors have prepared the annual accounts
on a 'going concern' basis;

e) the Directors have 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) the Directors have devised proper systems
to ensure compliance with the provisions of
all applicable laws and that such systems are
adequate and operating effectively.

30. Management's Discussion And Analysis
Report

Management's Discussion and Analysis Report for
the year under review, as stipulated in Regulation
34 (2) (e) of the Listing Regulations, is presented in a
separate section forming part of the Annual Report.

31. Disclosure under the Sexual Harassment
of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

The Company has adopted a Policy on Prevention
and Redressal of Sexual Harassment at workplace.
Pursuant to the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, the Company has in place
an Internal Complaints Committee for prevention
and redressal of complaints of sexual harassment of
women at the workplace.

Status of Complaints received during the year
under review:

Received
during the year

Resolved

Pending at the
year end

NIL

NIL

NIL

Also, there are no complaints which are pending for
a period of more than 90 days.

32. Disclosure of compliance under Maternity
Benefits Act, 1961

The Company has duly complied with the provisions
of the Maternity Benefits Act, 1961 and due benefits
have been provided to the eligible employees of
the Company.

33. Dividend Distribution Policy

The Company has framed the Dividend Distribution
Policy and the same has been uploaded on
the website of the Company at https://tinyurl.
com/3jaudk8v

34. Credit Rating

The Company has obtained credit rating from
CRISIL, which is as follows:

a) CRISIL AA-/Stable for the bank facilities of H695
Crores (Long Term) and CRISIL A1 for the bank
facilities of H105 Crores (Short Term).

b) CRISIL AA-/stable for Non-Convertible

Debentures of H206.50 Crores.

c) CRISIL AA-/stable for Non-Convertible

Debentures of H113.65 Crores.

d) CRISIL AA-/stable for Non-Convertible

Debentures of H134.2 Crores.

35. Maintenance of cost records

The Company is required to maintain cost records
and have the cost records audited by a cost auditor
as specified u/s 148 of the Act.

The Cost records have been prepared and
maintained by the Company for FY 2024-25.

36.Other Disclosures

During the year under review:

Ý no significant and material orders were passed
by the regulators or courts or tribunals impacting
the going concern status of the Company and or
it's operations in future;

Ý no proceedings are made or pending under
the Insolvency and Bankruptcy Code, 2016 and
there is no instance of one-time settlement with
any Bank or Financial Institution;

Ý no shares with differential voting rights and
sweat equity shares have been issued;

Ý there has been no change in the nature of
business of the Company.

37. Other Financial Disclosures:

Ý There were no material changes and
commitments affecting the financial position
of the Company which occurred between
the end of the financial year to which this
financial statement relates on the date of this
Annual Report.

Ý During the Financial Year, there was no amount
proposed to be transferred to Reserves.

38. Acknowledgements

Your Directors take this opportunity to thank
customers, investors, vendors, Central and State
Governments, business associates and bankers
for their consistent support and co-operation to
the Company. Your Directors take this opportunity
to thank all the employees who have helped for
sustained excellence in performance of the Company.

Finally, the Directors would like to convey their
gratitude to the members for reposing their
confidence and faith in the Company and
its management.

For and on behalf of the Board of Directors

Girish Vanvari Rajesh Patil

Chairman Managing Director

DIN: 07376482 DIN: 00381866

Date: 29 August 2025

Place: Pune


 
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