The Board of Directors ('the Board') of Peninsula Land Limited ('the Company') is pleased to present their 154^th Annual Report together with the Audited Financial Statements
(Standalone and Consolidated) for the financial year ended March 31,2026.

1. FINANCIAL RESULTS

2. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES:

Pursuant to the Joint Venture Agreement dated June 24,
2024, approved by the shareholders at the Extraordinary
General Meeting held on June 03, 2024, to form a Real
Estate Platform along with the Real Estate 2.0 Residential
Opportunities Fund, a scheme of Alpha Alternatives
Special Situations Fund ("Alpha AIF"), and Delta Corp
Limited ("Delta"), the Company, through its Wholly Owned
Subsidiary, Peninsula Holdings and Investments Private
Limited, has invested in the capital of Terranest Agri¬
Infratech LLP, Prairie Real Estate LLP, and Zenithvista Real
Estate LLP, along with corresponding investments by Alpha
AIF and Delta.

Consequently, the aforesaid LLPs have become Joint
Ventures of the Company during the year under review.
Apart from the above, no Company/LLP/body corporate/
Association of Persons became subsidiary, associate or JV
during the financial year under review.

The Company has 23 (twenty - three) Subsidiaries (including
direct and step-down subsidiaries), 9 (nine) Joint Ventures
and 2 (two) Associate Companies as on March 31, 2026 as
given below:

SUBSIDIARIES:

1. Peninsula Holdings and Investments Private Limited

2. Peninsula Mega Properties Private Limited

3. Peninsula Crossroads Private Limited

4. Pavurotti Real Estate Private Limited

5. Peninsula Mega Township Developers Limited

6. Midland Township Private Limited

7. Rockfirst Real Estate Limited

8. Truewin Realty Limited

9. Goodhome Realty Limited

10. RR Mega City Builders Limited

11. Inox Mercantile Company Private Limited

12. Peninsula Facility Management Services Limited

13. Peninsula Investment Management Company Limited

14. Peninsula Pharma Research Centre Private Limited

15. Peninsula Trustee Limited

16. Planetview Mercantile Company Private Limited

17. Takenow Property Developers Private Limited

18. Peninsula Integrated Land Developers Private Limited

19. Peninsula Mega City Development Private Limited

20. Sketch Real Estate Private Limited

21. Eastgate Real Estate Developers LLP

22. Westgate Real Estate Developers LLP

23. Topvalue Real Estate Development Limited

JOINT VENTURES:

1. Bridgeview Real Estate Development LLP

2. HEM Infrastructure and Property Developers Private
Limited (under CIRP w.e.f. July 14, 2025)

3. Penbrook Capital Advisor Private Limited

4. Peninsula Brookfield Trustee Private Limited

5. Harborpeak Real Estate Private Limited

6. HEM Bhattad (AOP)

7. Terranest Agri - Infratech LLP

8. Prairie Real Estate LLP

9. Zenithvista Real Estate LLP

ASSOCIATES:

1. RA Realty Ventures LLP

2. SEW Engineering (India) Private Limited (held for sale)

During the year under review, Peninsula Holdings and
Investments Private Limited, Peninsula Crossroads Private
Limited, Rockfirst Real Estate Limited, Truewin Realty
Limited and Topvalue Real Estate Development Limited
became material subsidiaries of the Company pursuant to
the provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ('SEBI Listing Regulations').

The Policy for determining material subsidiaries of the
Company is available on the Company website at www.
peninsula.co.in.

A statement containing the salient features of the financial
statements of the Company's aforesaid Subsidiaries, Joint
Ventures and Associates is annexed in the prescribed Form
AOC-1 to this Report as Annexure-1.

The Company will provide the Financial Statements of the
Subsidiaries/Step-down Subsidiaries, Joint Ventures and
Associates and the related information to any member of the
Company who may be interested in obtaining the same. The
Financial Statements of the Subsidiaries will also be kept
open for inspection at the Registered Office of the Company
and that of the respective Subsidiaries. Consolidated
Financial Statements of the Company forming part of this
Annual Report include the Financial Statements of such

entities. The Financial Statements of aforesaid entities
are also hosted on the website of the Company at www.
peninsula.co.in.

3. DIVIDEND:

In view of loss for the year and to conserve the funds required
for business growth plans, no dividend is recommended for
the financial year ended March 31, 2026.

4. TRANSFER TO RESERVES :

During the financial year under review, your Company have
not transferred any amount to reserves.

5. MANAGEMENT DISCUSSION AND ANALYSIS :

The Management Discussion and Analysis for the financial
year under review, as stipulated under Regulation 34(2)
(e) read with Part B of Schedule V of the SEBI Listing
Regulations, is presented in a separate section and forms
part of the Annual Report.

It provides mandatory disclosures required under the Listing
Regulations comprising of inter-alia details about the overall
industry structure, economic scenarios, operational and
financial performance of the Company, business strategy,
internal controls and their adequacy, risk and concerns and
other material developments during the financial year 2025¬
26.

6. REVIEW OF PERFORMANCE:

A. Standalone: For the financial year ended March 31,2026,
Revenue from operations was ' 14,125 lakhs as against
' 24,165 lakhs in financial year ended March 31, 2025.
Net profit/ (loss) after tax was ' (15,368) lakhs for the
financial year ended March 31,2026 as against ' (2,527)
lakhs in financial year ended March 31, 2025.

B. Consolidated: For the financial year ended March 31,
2026, Revenue from operations was ' 14,321 lakhs as
against ' 25,774 lakhs in financial year ended March 31,
2025. Net profit/ (loss) after tax was ' (15,389) lakhs
for the financial year ended March 31, 2026 as against
' (3,639) lakhs in financial year ended March 31, 2025.

7. SHARE CAPITAL:

The Details of Equity and Preference Share Capital of the
Company are as follows:

8. DEBENTURES:

During the financial year 2025-26, the Company completed
the redemption of 2,65,48,672 Unlisted, Unrated, Unsecured
Optionally Convertible Debentures (OCDs) aggregating to
' 149,99,99,968, which had been issued to Arsenio Strategies
Private Limited which was subsequently transferred to RE
2.0 Residential Opportunities Fund in accordance with the
terms of the OCD Subscription Agreement; consequently, all
obligations of the Company in this regard stood discharged,
and pursuant to such redemption, Mr. Hrishikesh Parandekar
(DIN: 01224244) ceased to be a Director of the Company
with effect from December 23, 2025 from the closure of
business hours.

9. DISCLOSURE RELATING TO EQUITY SHARES WITH
DIFFERENTIAL RIGHTS:

The Company has not issued any equity shares with
differential rights during the financial year under review
and information pursuant to provisions of Rule 4(4) of the
Companies (Share Capital and Debenture) Rules, 2014 is not
applicable.

10. DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT
DIRECTLY EXERCISED BY EMPLOYEES:

There are no shares held by trustees for the benefit of
employees and hence no disclosure under Rule 16(4) of the
Companies (Share Capital and Debentures) Rules, 2014 has
been furnished.

11. DISCLOSURE RELATING TO SWEAT EQUITY SHARES:

The Company has not issued any sweat equity shares during
financial year under review and hence information pursuant
to provisions of Rule 8(13) of the Companies (Share Capital
and Debenture) Rules, 2014 is not applicable.

12. CHANGE IN THE NATURE OF THE BUSINESS:

The Company is primarily engaged in the activities of Real
Estate development. The Company develops residential and
commercial projects. During the financial year under review,
there has been no change in the nature of the business of
your Company.

13. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY'S OPERATIONS IN FUTURE

Pursuant to the provisions of Section 134(3)(q) of the Act
read with Rule 8(5)(vii) of the Companies (Accounts) Rules,
2014, it is confirmed that during the financial year under
review, there were no significant or material orders passed
by the regulators or courts or tribunals impacting the going
concern status of your Company's operations in future.

However, during the financial year 2025-26, the National
Stock Exchange of India Limited ("NSE”) and BSE Limited

("BSE”), vide their respective letters/emails dated July 08,
2025 and July 31, 2025, levied fines on the Company for
delay in complying with the requirements of Schedule XIX -
Para (2) of the SEBI (ICDR) Regulations, 2018. The Company
filed waiver applications/appeals citing valid grounds, which
were rejected by NSE and BSE through communications
received by the Company on November 20, 2025 and
December 05, 2025 respectively, thereby confirming the levy
of fines of ^ 10,14,800 (inclusive of GST of ^ 1,54,800) by NSE
and ^ 9,91,200 (inclusive of GST of ^ 1,51,200) by BSE.

The Company has paid the fines imposed by the NSE and
BSE and has filed an appeal before the Securities Appellate
Tribunal ("SAT”) challenging the said orders. The appeal
was admitted by SAT on January 19, 2026 and is presently
pending for adjudication. The outcome of the matter is
awaited.

14. ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Company follows appropriate policies, procedures
and systems to ensure orderly and efficient conduct of
its business including adherence to Company's policies,
safeguarding of its assets, prevention and detection of
frauds and errors, accuracy and completeness of accounting
records and the timely preparation of reliable financial
information.

15. CREDIT RATINGS:

On June 30, 2025, CARE Ratings Limited, an external credit
rating agency, reaffirmed the credit rating assigned to
the Company's long term loan, Lease Rental Discounting
facility (LRD) of ' 300 crores as 'CARE BBB- Stable' and
subsequently revised it to 'CARE BB Stable' on November
25, 2025. Thereafter, on May 22, 2026, Infomerics Valuation
and Rating Limited, an external credit rating agency revised
the same by assigning a credit rating of 'IVR BBB-/ Stable'.

16. COMMODITY PRICE RISKS/FOREIGN EXCHANGE RISK
AND HEDGING ACTIVITIES :

During the financial year under review, the Company does
not possess any commodity price risks and commodity
hedging activities.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL :

A. DIRECTOR RETIRING BY ROTATION:

In accordance with the provisions of Section 152 of
the Act, read with rules made thereunder, Mr. Mahesh
Gupta (DIN: 000468103) of the Company is liable
to retire by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for re¬
appointment.

The Board recommends the re-appointment of Mr.
Mahesh Gupta as a Director for your approval.

B. CHANGE IN DIRECTORS:

1. Mr. Hrishikesh Parandekar (DIN: 01224244) was
appointed as the Nominee Director representing
RE 2.0 Residential Opportunities Fund (Investor)
and was appointed as an Additional Director
of the Company with effect from August 8,
2024, whose appointment was subsequently
regularized by the Members at the 152nd
Annual General Meeting held on September
11, 2024. Consequent to the full redemption of
the entire Optionally Convertible Debentures
(OCDs) and in accordance with the terms of the
OCD Subscription Agreement, Mr. Hrishikesh
Parandekar (DIN: 01224244) ceased to be a
Director of the Company w.e.f. December 23, 2025
from the closure of business hours.

2. Mr. Krupal Kanakia (DIN: 08876715) completed
his tenure of five consecutive years as an
Independent Director of the Company on
September 14, 2025, and accordingly ceased
to hold office as a Non-Executive Independent
Director with effect from September 15, 2025.

3. Mr. Rajeev A. Piramal (DIN: 00044983) - Executive
Vice Chairman & Managing Director of the
Company was re-appointed by the Board of
Directors of the Company at their meeting held
on August 06, 2025 for further period of five
years from the completion of his present term of
office i.e. with effect from October 26, 2025 up to
October 25, 2030. Mr. Piramal's re-appointment
was further approved by the shareholders of the
Company at the Annual General Meeting held on
September 05, 2025.

4. Mr. Nandan A. Piramal (DIN: 00045003) - Whole
Time Director of the Company was re-appointed
by the board of directors of the Company at their
meeting held on August 06, 2025 for further
period of five years from the completion of his
present term of office i.e. with effect from October
26, 2025 up to October 25, 2030. Mr. Piramal's
re-appointment was further approved by the
shareholders of the Company at the Annual
General Meeting held on September 05, 2025.

5. Mr. Amyn Jassani (DIN: 02945319) was appointed
as an Additional Director in Independent category
by the Board of Directors with effect from August
06, 2025. Mr. Jassani's appointment was further
approved by the shareholders of the Company at
the Annual General Meeting held on September
05, 2025.

6. Mr. Pawan Swamy (DIN: 03511996) was re¬
appointed as a Non-Executive Independent
Director of the Company for a second term of five

(5) consecutive years, with effect from November
11, 2026. The Nomination and Remuneration
Committee and Board of Directors, at their
respective meetings, held on May 29, 2026,
approved his re-appointment, subject to the
approval of the members at the ensuing Annual
General Meeting.

7. Mr. Nandan A. Piramal (DIN: 00045003) was
re-designated from Whole-Time Director to
Managing Director, designated as the "Joint
Managing Director" of the Company, with
effect from May 29, 2026. The Nomination and
Remuneration Committee and Board of Directors,
at their respective meetings, held on May 29,
2026, approved his re-designation, subject to the
approval of the members at the ensuing Annual
General Meeting.

C. KEY MANAGERIAL PERSONNEL:

Mr. Mukesh Gupta resigned as a Company Secretary,
Compliance Officer and Nodal Officer with effect
from close of business hours on April 10, 2025.
Ms. Pooja Sutradhar has been appointed as a Company
Secretary, Compliance Officer and Nodal Officer with
effect from May 29, 2025.

D. DECLARATIONS BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of sub-section (7) of
Section 149 of the Companies Act, 2013, the Company
has received individual declarations from all the
Independent Directors confirming that they fulfil the
criteria of independence as specified in Section 149(6)
of the Companies Act, 2013. Further, in opinion of the
Board, all Independent Directors possess integrity,
expertise and experience including the proficiency
required to be Independent Directors of the Company,
fulfil all the conditions of independence as specified in
the Act and SEBI Listing Regulations.

Independent Directors who are required to undertake
the online proficiency self-assessment test as
contemplated under Rule 6(4) of the Companies
(Appointment and Qualification of Directors) Rules,
2014, have passed such test. Independent Directors
of the Company have registered themselves with
the Indian Institute of Corporate Affairs ('IICA') as
required under Rule 6 of Companies (Appointment and
Qualification of Directors) Rules, 2014.

18. BOARD AND COMMITTEES OF BOARD :A. BOARD

The Board of your Company comprises of 2 (two)
Executive Directors, 2 (two) Non-Executive Directors
and 5 (five) Independent Directors. The Board of
Directors met 4 (Four) times during the financial year
under the review as per the provisions of Secretarial

Standards, Companies Act, 2013 and the SEBI Listing
Regulations. The intervening gap between the
meetings did not exceed 120 days, as prescribed under
the Act and SEBI Listing Regulations. The details of
board meetings and the attendance of the Directors
are provided in the Corporate Governance Report,
which forms part of this Annual Report.

B. COMMITTEES OF THE BOARD :

The Committees of the Board viz; Audit Committee,
Nomination and Remuneration Committee, Corporate
Social Responsibility Committee and Stakeholder's
Relationship Committee are duly constituted as per
the provisions of Companies Act, 2013 and applicable
SEBI Listing Regulations. Details of composition, terms
of reference and meetings are mentioned in Corporate
Governance section forming part of this Annual Report.

The Company has also constituted functional committees
delegating certain powers of the Board for administrative
efficiency.

All the recommendations made by all Board
Committees were accepted by the Board.

C. MEETING OF INDEPENDENT DIRECTORS :

The Independent Directors of the Company meet without
the presence of other Directors or the management of
the Company. The Meetings are conducted to enable
the Independent Directors to, inter-alia, discuss
matters pertaining to review of performance of the
Non-Independent Directors, the Board as a whole and
the Chairperson of the Company (taking into account
the views of the Non-Executive Directors) and to
assess the quality, quantity and timeliness of flow of
information between the Company's management and
the Board that is necessary for the Board to effectively
and reasonably perform their duties.

During the financial year under review, the Independent
Directors met on February 05, 2026 complying with the
requirements of Schedule IV of the Companies Act,
2013 and the provisions of SEBI Listing Regulations.
The Meetings were attended by all Independent
Directors of the Company.

D. ANNUAL EVALUATION OF DIRECTORS,
COMMITTEE AND BOARD

Pursuant to Section 134 (3) (p), Schedule IV of the
Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 and Regulation 17 and 25 of
Listing Regulations, a formal evaluation needs to be
done by the Board of its own performance and that
of its Committees and individual Directors and that
Independent Directors shall evaluate Non-Independent
Directors and the Chairperson of the Board.

The Board at its meeting held on May 29, 2026 carried
out the evaluation of every Director's performance,
its own performance and that of its Committees and
individual Directors. The evaluation of the Independent
Directors was carried out by the entire Board,
excluding the Director being evaluated. Further, the
Independent Directors at their Meeting held on May
29, 2026, evaluated performance of the Chairperson,
Non-Independent Directors of the Company and the
performance of the Board as a whole.

The Directors were satisfied with the evaluation
results, which reflect the overall engagement of the
Board and its Committees.

The Nomination & Remuneration Committee at
its meeting held on May 29, 2026 reviewed the
implementation and compliance of the process of
evaluation of performance as specified by the said
Committee.

E. BOARD FAMILIARISATION

Your Board is regularly updated on changes in statutory
provisions, as applicable to your Company. Your Board
is also updated on the operations, key trends and
risk universe applicable to your Company's business.
These updates help the Directors to keep abreast of
key changes and their impact on your Company.

19. DEPOSITS

During the year under review, your Company neither accepted
any deposits nor there were any amounts outstanding at the
beginning of the year which were classified as 'Deposits' in
terms of Section 73 of the Companies Act, 2013 read with
the Companies (Acceptance of Deposit) Rules, 2014. Details
of exempted deposits in form of borrowing from banks and
financial institutions were reported to Ministry of Corporate
Affairs.

20. DISCLOSURE PERTAINING TO MATERIAL CHANGES
AND COMMITMENTS :

i. Pursuant to the Joint Venture Agreement entered
into by the Company on June 24, 2024, which was
approved by the shareholders of the Company at
the Extra Ordinary General Meeting held on June 03,
2024, to form a Real Estate Platform along with the
Real Estate 2.0 Residential Opportunities Fund, which
is a scheme of Alpha Alternatives Special Situations
Fund (hereinafter referred to as 'Alpha AIF') and Delta
Corp Limited (hereinafter referred to as "Delta"), the
Company has through its Wholly Owned Subsidiary,
Peninsula Holdings and Investments Private Limited
(hereinafter referred to as 'PHIPL') has invested during
the year into the capital of the following RE platform
entities:

A. M/s. Terranest Agri-Infratech LLP in terms of a

Deed of Reconstitution of the said LLP executed
on May 27, 2025, along with corresponding
investments by Alpha AIF and Delta.

B. M/s. Prairie Real Estate LLP in terms of a Deed of
Reconstitution of the said LLP executed on July
03, 2025, along with corresponding investments
by Alpha AIF and Delta.

C. M/s. Zenithvista Real Estate LLP in terms of a
Deed of Reconstitution of the said LLP executed
on January 27, 2026, along with corresponding
investments by Alpha AIF and Delta.

ii. On June 30, 2025, CARE Ratings Limited, an external
credit rating agency, reaffirmed the credit rating
assigned to the Company's long term loan, Lease
Rental Discounting facility (LRD) of ' 300 crores as
'CARE BBB- Stable' and subsequently revised it to
'CARE BB Stable' on November 25, 2025. Thereafter,
on May 22, 2026, Infomerics Valuation and Rating
Limited, an external credit rating agency revised the
same by assigning a credit rating of 'IVR BBB-/ Stable'.

iii. Re-appointment of Mr. Pawan Swamy (DIN: 03511996)
as an Independent Director for second term w.e.f.
November 11, 2026:

Mr. Pawan Swamy (DIN: 03511996) was appointed as
an Additional Director in the category of Non-Executive
Independent Director of the Company with effect from
November 11, 2021. Subsequently, the Members of
the Company at the 150th Annual General Meeting
held on September 29, 2022 approved and regularised
his appointment as an Independent Director of the
Company for a term of five (5) consecutive years
commencing from November 11,2021.

The tenure of Mr. Pawan Swamy as an Independent
Director will get expired on November 10, 2026 and
therefore Board of Directors at its meeting held on
May 29, 2026, inter alia, upon the recommendation of
the Nomination and Remuneration Committee held on
the same date considered, approved and thereafter
recommended his re-appointment at this ensuing AGM
for a second term commencing from November 11,
2026 upto November 10, 2031.

A brief resume of Mr. Swamy who is proposed to be
re-appointed, nature of expertise, his directorships
held in other Companies and his shareholding in
the Companies as stipulated under the Secretarial
Standards and Listing Regulations, is annexed as an
Annexure to the Notice of this 154^th AGM.

iv. Re-designation of Mr. Nandan A. Piramal (DIN:
00045003) from Whole-Time Director to Managing
Director designated as 'Joint Managing Director' of the
Company:

Mr. Nandan A. Piramal was re-appointed as the Whole¬
Time Director of the Company at the 153^rd Annual
General Meeting held on September 05, 2025 for a
term of five (5) consecutive years with effect from
October 26, 2025 up to October 25, 2030.

Considering the significant leadership role and
enhanced executive and strategic responsibilities being
discharged by Mr. Nandan A. Piramal in the conduct of
the affairs and business operations of the Company,
the Board of Directors, based on the recommendation
of the Nomination and Remuneration Committee, at
its meeting held on May 29, 2026, approved his re¬
designation from Whole-Time Director to Managing
Director, designated as 'Joint Managing Director' of the
Company, with effect from May 29, 2026, subject to the
approval of the Members of the Company.

The re-designation is intended solely to appropriately
reflect his present elevated executive and strategic
responsibilities and shall not entail any modification in
the existing terms and conditions of his appointment,
including remuneration, as already approved by
the Members at the 153rd Annual General Meeting.
The tenure of his appointment shall also remain
unchanged, i.e., up to October 25, 2030.

Mr. Nandan A. Piramal is not debarred from being
re-designated pursuant to any order of SEBI or any
other authority. He satisfies all the conditions set out
in Part-1of Schedule V to the Act, as also conditions
set out under sub- section (3) of Section 196 of the
Act for being eligible for his re-appointment. He is not
disqualified from being appointed as a Director in terms
of Section 164 of the Act. The Board has considered the
parameters given under Section 200 of the Act and the
rules made thereunder, read with Schedule V to the
Act, for recommending the above re-designation.

21. EMPLOYEE STOCK OPTION SCHEME (ESOS) AND
EMPLOYEE STOCK OPTION PLAN (ESOP)

The Company have not implemented ESOS or ESOP, hence
disclosure in terms of Companies (Share Capital and
Debenture) Rules, 2014 and SEBI (Employee Share Based
Employee Benefits) Regulations, 2014 are not applicable.

22. VIGIL MECHANISM FOR THE DIRECTORS AND
EMPLOYEES :

The Company has adopted a Whistle Blower Policy and has
established the necessary vigil mechanism for Directors
and Employees in conformity with Section 177 of Companies
Act, 2013 and Regulation 22 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, to report
genuine concerns and to provide for adequate safeguards
against victimization of persons who may use such
mechanism.

The functioning process of this mechanism has been more
elaborately mentioned in the Corporate Governance Report

annexed to this Annual Report. The said policy is also hosted
on the website of the Company at www.peninsula.co.in.

23. TRANSFER OF UNCLAIMED DIVIDEND / UNPAID
SHARES/ SHARE APPLICATION MONEY DUE
FOR REFUND TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

During the year, no dividends or shares were transferred
to IEPF.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES :

The Audit Committee of the Company approves Related
Party Transactions periodically. All the contracts or
arrangements of the nature as specified in Section 188(1)
of the Companies Act, 2013 entered into by the Company
during the financial year under review with related party/
(ies) are in the ordinary course of business and on arm's
length basis. Hence, the disclosure pursuant to Clause (h)
of sub-section (3) of Section 134 of the Act and Rule 8(2) of
the Companies (Accounts) Rules, 2014 in Form AOC - 2 is
not applicable.

The Details of the Related Party Transactions are mentioned
in notes to the financial statements.

In conformity with the requirements of the Companies Act,
2013 read with the SEBI Listing Regulations, the policy to
deal with related party transactions is also available on
Company's website at www.peninsula.co.in.

The Non-Executive Directors of the Company were paid
sitting fees and reimbursement of expenses, if any, for
attending each meeting of the Board of Directors, Audit
Committee and Nomination and Remuneration Committee.
Further, no sitting fees were paid by the Company for
attending the meeting of Stakeholders' Relationship
Committee.

The Non-Executive Directors of the Company do not have
any other pecuniary relationship with the Company apart
from the above and receiving dividend for the shares
held by them, if any other than Mr. Mahesh S. Gupta, Non¬
Executive Non-Independent Director of the Company, who
has provided advisory services in professional capacity
under terms of engagement entered into in this regard,
with due approval of the Board and recommendation by
the Nomination and Remuneration Committee and the Audit
Committee.

Pursuant to the provisions of Regulation 23 of the Listing
Regulations, your Company has filed half yearly reports to
the Stock Exchanges for the Related Party Transactions.

25. PARTICULARS OF LOANS, GUARANTEES,
INVESTMENTS UNDER SECTION 186 :

The details of particulars of loans, guarantees, investments
for the financial year ended on March 31,2026 are mentioned
in financial statements.

26. PARTICULARS OF EMPLOYEES AND REMUNERATION

In terms of Section 136 of the Act, the reports and accounts
are being sent to the members and others entitled thereto,
excluding the information on employees' particulars
mentioned in Section 197 (12) of the Companies Act, 2013 and
Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, which is available for
inspection in electronic mode up to the date of the 154^th
Annual General Meeting.

The information required pursuant to Section 197 (12) of
the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company will
be provided on request. Copies of the said statement are
available at the registered office of the Company during the
designated working hours from 21 days before the AGM till
date of the AGM.

If any member is interested in inspecting or obtaining these
particulars, such member may write to the Secretarial
Department atinvestor@peninsula.co.in.

27. NOMINATION AND REMUNERATION POLICY

The Board has in accordance with the provisions of sub¬
section (3) of Section 178 of the Companies Act, 2013,
formulated the policy setting out the criteria for determining
qualifications, positive attributes, independence of a
Director and policy relating to remuneration for Directors,
Key Managerial Personnel and other employees. The text of
the policy is available on the website of the Company www.
peninsula.co.in. There has been no change in the policy
during the year. This policy outlines the guiding principles
for the Nomination and Remuneration Committee for
identifying persons who are qualified to become Directors
and to determine the independence of Directors, while
considering their appointment as Directors of the Company
and that remuneration is directed towards rewarding
performance based on Individual as well as organizational
achievements and Industry benchmarks.

28. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The Company not being part of top 1000 listed companies
based on market capitalization as on March 31, 2026,
Business Responsibility and Sustainability Report pursuant
to Regulation 34(2)(f) of the Listing Regulations is not
applicable to the Company.

29. CORPORATE GOVERNANCE

Your Company aims and constantly strives in maintaining the
highest standards of Corporate Governance practices. Your
Company complies with all the mandatory requirements
as stipulated under the Regulation 34 of the SEBI Listing
Regulations. Report on Corporate Governance along with
the Certificate from Practising Company Secretary on
compliance of conditions of Corporate Governance and

the Certificate from Practicing Company Secretaries on
Non-disqualification of Directors, forms part of Corporate
Governance Report.

A declaration signed by Mr. Rajeev Piramal, Executive Vice
Chairman and Managing Director of the Company in regard
to compliance with the Code of Conduct by the Board
members and Senior Management Personnel also forms
part of Corporate Governance Report.

30. ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft annual
return as on March 31, 2026 prepared in accordance with
Section 92(3) of the Act is made available on the website of
your Company at www.peninsula.co.in.

31. CORPORATE SOCIAL RESPONSIBILITY :

During the financial year under review, the Company was
not under any statutory obligation to make any contribution
towards the Corporate Social Responsibility activities
and hence has not made any contribution in this regard.
However, the Company has voluntarily contributed towards
certain social initiatives during the year.

The details of the CSR Committee are provided in the
Corporate Governance Report, which forms part of this
Annual Report. Corporate Social Responsibility policy of
the Company is hosted on the website of the Company at
www.peninsula.co.in. This policy outlines inter-alia the
responsibility of the CSR Committee for identifying the
projects which would fall within the CSR objectives of the
Company which is in line with Schedule VII of Companies
Act, 2013. The policy also outlines responsibility on CSR
Committee for maintaining transparent monitoring and
reporting mechanism for ensuring effective implementation
of the projects/programs/activities proposed to be
undertaken by the Company.

32. DETAILS OF CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO :

The details pertaining to conservation of energy and
technology absorption pursuant to the provisions of Section
134(3) (m) of the Companies Act, 2013 read with Rule 8
of the Companies (Accounts) Rules, 2014 have not been
mentioned in the Directors' Report considering the nature
of activities undertaken by the Company during financial
year under review. Nevertheless, Company makes efforts to
conserve energy by using energy efficient equipment at its
administrative offices and switching off equipment when not
in use.

Further, Company did not incur any expenditure nor has
received any income in foreign currency as on the financial
year ended on March 31,2026 to be reported in the Directors'
Report.

33. DIRECTOR'S RESPONSIBILITY STATEMENT :

Pursuant to Section 134 (5) of the Companies Act, 2013 ("the

Act"), we hereby state that:

i) in the preparation of the annual Accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures, if
any;

ii) your Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as at March 31, 2026 and its profits for the
year ended on that date;

iii) your 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;

iv) your Directors have prepared the Annual Accounts for
the financial year ended March 31, 2026 on a going
concern basis;

v) your Directors have laid down internal financial
controls which are followed by the Company and that
such internal financial controls are adequate and are
operating effectively; and

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

34. AUDITORS :A. STATUTORY AUDITORS

M/s. S R B C & Co. LLP, Chartered Accountants, Mumbai
(Firm Registration No. 324982E / E300003) were re¬
appointed as the Statutory Auditors of the Company in
terms of Section 139 of the Companies Act, 2013 for a
period of 5 (five) years commencing from conclusion
of 150^th Annual General Meeting upto the conclusion of
the 155th Annual General Meeting of the Company to
be held in the year 2027.

M/s. S R B C & Co. LLP have confirmed that they are
not disqualified from continuing as Statutory Auditors
of the Company and satisfy the prescribed eligibility
criteria.

All services rendered by the Statutory Auditors are
preapproved by the Audit Committee. During the
financial year under review, the Statutory Auditors
have not offered any prohibitory services to the
Company or its Subsidiary Company of the Company.
Details of fees/remuneration paid to Auditors for the
financial year 2025-26 are provided in the Report on
Corporate Governance.

The remarks and observations made in the Auditor's
Report of M/s. S R B C & Co. LLP, Chartered Accountants
read together with relevant notes thereon are self¬
explanatory and hence do not call for any comments.

B. SECRETARIAL AUDITOR :

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended ("Listing Regulations"),
and in accordance with the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) (Third Amendment) Regulations, 2024,
effective from April 01 2025, Mr. Shivam Sharma,
Proprietor of M/s. Shivam Sharma & Associates,
Practicing Company Secretary, was appointed by
the Members of the Company at the Annual General
Meeting held on September 05, 2025 as the Secretarial
Auditor of the Company for a period of five consecutive
financial years, commencing from FY 2025-26 and
ending on FY 2029-30.

Accordingly, Mr. Shivam Sharma conducted the
Secretarial Audit of the Company for the financial year
2025-26. The Secretarial Audit Report for FY 2025-26 is
annexed as Annexure-2 and forms part of this Report.
The Secretarial Audit Report does not contain any
qualifications, reservations or adverse remarks.

C. COST AUDITOR

Your Company is not statutorily required to conduct
Cost Audit hence report of the same for the financial
year ended March 31, 2026 pursuant to provisions of
the Companies (Cost Records and Audit) Rules, 2014 is
not required to be placed before the Board for noting.

D. INTERNAL AUDITOR

Your Company has appointed M/s. Aneja & Associates,
Chartered Accountant as the Internal Auditor for
the financial year ended March 31, 2026. They have
conducted the Internal Audit of the Company on
periodical intervals and reports of the same were
placed before the Audit Committee Meeting and Board
of Directors meeting for their noting and appropriate
actions.

E. EXPLANATION OR COMMENTS BY THE BOARD
ON EVERY QUALIFICATION, RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE.

STATUTORY AUDITOR'S REPORT - The observations
made in the Auditor's Report of M/s. S R B C & Co. LLP,
Chartered Accountants read together with relevant
notes thereon, are self-explanatory and hence do
not call for any comments. There is no qualification,
reservation, adverse remark or disclaimer by the
Statutory Auditor in their report.

SECRETARIAL AUDITOR'S REPORT - Secretarial
Auditor's Report issued by Mr. Shivam Sharma, M/s.

Shivam Sharma and Associates, Practicing Company
Secretary for the financial year ended March 31, 2026
does not contain any qualification, reservation, adverse
remark or disclaimer in his Report. The observations
made in the Report read together with relevant notes
thereon, are self-explanatory and hence do not call for
any comments.

35. FRAUD REPORTING

During the year under review, the Statutory Auditors and
Secretarial Auditor of your Company have not reported
any instances of fraud committed in your Company by
Company's officers or employees, to the Audit Committee,
as required under Section 143(12) of the Act

36. INFORMATION PURSUANT TO SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

The Company has in place Policy on Prevention of
Sexual Harassment as per the requirements of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. In compliance of
the aforesaid Act, Company has also constituted Internal
Complaints Committee to redress the complaints received
from employees irrespective of them being permanent,
contractual or temporary employees or trainees. Details
of the complaints relating to the incidents of sexual
harassment and workshop conducted by the Company are
mentioned below:

The Company has displayed the policy on prevention of
Sexual Harassment at Workplace on the website of the
Company and the weblink of the same is www.peninsula.
co.in

37. MATERNITY BENEFIT COMPLIANCE

The Company affirms that it is in compliance with the
Maternity Benefit Act, 1961.

38. INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings initiated/ pending against the
Company under the Insolvency and Bankruptcy Code, 2016.

39. DISCLOSURE ON 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

There were no instances of one-time settlement with any
bank or financial institution during the financial year under
the review.

40. RISK MANAGEMENT

The Company is exposed to inherent uncertainties owing to
the sector in which it operates. A key factor in determining
the Company's capacity to create sustainable value is the
ability and willingness of the Company to take risks and
manage them effectively and efficiently.

Many types of risks exist in the Company's operating
environment and emerge on a regular basis due to many
factors such as changes in regulatory framework, economic
fundamentals etc. In order to evaluate, identify and mitigate
these business risks, the Company has a risk management
framework through internal audit process which seeks
to create transparency, ensure effective risk mitigation
process and thereby minimize adverse impact on the
business objectives and enhance the Company's competitive
advantage. Business risks as identified are reviewed and
necessary action plan to mitigate the identified risks is
drawn up and its implementation is monitored. The key risks
and mitigation actions are discussed at the Audit Committee
of the Company.

41. OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is
required in respect of the following items as there were no
transactions on these items during the financial year under
review:

a) Issue of shares with differential rights as per
provisions of Section 43(a)(ii) of the Act read with Rule
4(4) of the Companies (Share Capital and Debenture)
Rules, 2014.

b) Issued any sweat equity shares as per provisions of
Section 54(1)(d) of the Act read with Rule 8(13) of the
Companies (Share Capital and Debenture) Rules, 2014.

c) Issued any equity shares under Employees Stock
Option Scheme as per provisions of Section 62(1)(b) of
the Act read with Rule 12(9) of the Companies (Share
Capital and Debenture) Rules, 2014.

d) Non-exercising of voting rights in respect of shares
purchased directly by employees under a scheme
pursuant to Section 67(3) of the Act read with Rule
16(4) of Companies (Share Capital and Debentures)
Rules, 2014.

e) Application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016.

f) 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.

42. CHANGE IN REGISTERED OFFICE

During the financial year under the review, the Company
has not changed its registered office.

43. DISCLOSURE OF ACCOUNTING TREATMENT

Your Company has followed requisite Indian Accounting
Standards issued by the Institute of Chartered Accountants
of India to the extent applicable in preparation of financial
statements.

44. SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial
Standards issued by The Institute of Company Secretaries
of India and approved by the Central Government.

45. DISPATCH OF DOCUMENTS THROUGH ELECTRONIC
MEANS

The Company would like to intimate that as per Section
20 of the Act read with the Companies (Management and
Administration) Rules, 2014 as may be amended from time
to time which permits paperless compliances and also
service of notice/documents (including Annual Report)
through electronic mode to its Members. Your Company
requests and has consistently encouraged Members to take
necessary steps for registering their e-mail ids so they can
be a part and contribute towards greener environment.

46. ACKNOWLEDGEMENT AND APPRECIATION

Your Board expresses their gratitude towards all the
employees of the Company for their sincere, consistent
and dedicated efforts towards the Company. They would
also like to thank all other stakeholders of Company viz;
Bankers, Suppliers, Customers and Financial Institution for
their continued co-operation and support received by the
Company.

For and on behalf of the Board
Peninsula Land Limited

Sd/-

Urvi A. Piramal

Place: Mumbai Non-Executive Chairperson

Date: May 29, 2026 DIN: 00044954