The Board of Directors ('the Board') of Peninsula Land Limited ('the Company') is pleased to present their 153rd Annual Report together
with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2025.

1. FINANCIAL RESULTS (Amount in I akhs )

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES

No Company/LLP/body Corporate/Association of Persons
became subsidiary, associate or JV during the financial year
under review.

The Board of Directors of your Company has approved a policy
for determining material subsidiaries in line with the Listing
Regulations. The policy is available on the Company's website at
www.peninsula.co.in.

The Company has 23 (twenty - three) subsidiaries (including
direct and step-down subsidiaries), 5 (five) Joint Ventures and 2
(two) Associate Companies as on March 31, 2025 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

3. Penbrook Capital Advisor Private Limited

4. Peninsula Brookfield Trustee Private Limited

5. Harborpeak Real Estate Private Limited

6. HEM Bhattad (AOP)

ASSOCIATES:

1. RA Realty Ventures LLP

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

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.

During the year ended March 31, 2025, the Company does
not have any material subsidiary companies as defined in
the Securities and Exchange of India (Listing Obligations and
Disclosure Requirements), 2015 ('Listing Regulations '). The
Policy for determining Material Subsidiaries of the Company
is available on the Company website at www.peninsula.co.in.

3. DIVIDEND

To conserve the funds required for business growth plans,
no dividend is recommended for the financial year ended
March 31, 2025.

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 Integrated Annual Report.

It provides mandatory disclosures required under the SEBI
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 2024-25.

6. REVIEW OF PERFORMANCE

A. Standalone: For the financial year ended March 31, 2025,
Revenue from operations was ^ 24,165 lakhs as against
^ 51,963 lakhs in financial year ended March 31, 2024. Net
profit after tax was ^ (2,527) lakhs as against ^ 9,379 lakhs
in financial year ended March 31, 2024.

B. Consolidated: For the financial year ended March 31, 2025,
Revenue from operations was ^ 25,774 lakhs as against
^ 57,204 lakhs in financial year ended March 31,2024. Net
profit after tax was ^ (3,639) lakhs as against ^ 12,829 lakhs
in financial year ended March 31, 2024.

7. SHARE CAPITAL

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

During the financial year under review, Company had
converted 1,53,00,000 warrants into 1,53,00,000 additional
equity shares of ^ 2/- each fully paid up with ^ 12/- premium
per share in pursuance of 1 warrant converted into 1 equity
shares of ^ 2/- each fully paid as per terms approved by
Members at its Extra Ordinary General Meeting held on
March 18, 2023 and as per Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018.

8. DEBENTURES

During the financial year under review, the Company had
issued 2,65,48,672 Unlisted, Unrated, Unsecured Optionally
Convertible Debentures (OCDs) each, convertible into 1 (one)
fully paid-up equity share of face value Rs. 2/- (Rupees Two
only) at a conversion price of Rs. 56.50/- (Rupees Fifty-Six
and Fifty Paise only) each, at par, for cash consideration
aggregating to amount of Rs. 1,49,99,99,968 (Rupees One
Hundred Forty-Nine Crores Ninety-Nine Lakhs Ninety - Nine
Thousand Nine - Hundred Sixty-Eight only) on a preferential

basis through private placement to Arsenio Strategies
Private Limited.

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.

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

The Company during the financial year 2024-25 has obtained
credit rating from Care Ratings Limited for the below facility.

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. Rajeev A. Piramal
(DIN:00044983) Executive Vice Chairman & Managing
Director 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. Rajeev A.
Piramal as a Director for your approval.

B. CHANGE IN DIRECTORS

i. The second consecutive term of office of Lt. Gen.
Deepak Summanwar (Retd.) (DIN:02017830) as the
Independent Director of the Company was completed
on September 26, 2024. Accordingly, he ceased to act
as an Independent Director of the Company with effect
from September 27, 2024.

ii. Ms. Mitu Samarnath Jha (DIN: 07244627) was appointed
as an Additional Independent Director by the Board of
Directors with effect from September 25, 2024 which
was regularized by the Shareholders of the Company
via Postal Ballot on December 20, 2024.

iii. Mr. Ashwin Ramanathan (DIN: 08543918) was appointed
as an Additional Independent Director by the Board of
Directors with effect from November 07, 2024 which
was regularized by the Shareholders of the Company
via Postal Ballot on December 20, 2024.

iv. Mr. Hrishikesh Parandekar (DIN: 01224244) was
appointed as an Additional Director under the category
of Nominee Director representing Arsenio Strategies
Private Limited part of Alpha Group with effect from
August 08, 2024 by the Board of Directors which was
regularized by the Shareholders of the Company at its
152^nd Annual General Meeting held on September 11,
2024.

v. Mr. Pankaj Kanodia (DIN:02000161) was re-appointed as
the Independent Director of the Company to hold office
for a second term of 5 (five) consecutive years on the
Board of the Company commencing from May 30, 2024.

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,
Manesar (‘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, 3 (three) Non-Executive Directors and 5 (five)
Independent Directors. The Board of Directors met 5 (five)
times during the financial year under the review as per the
provisions of Secretarial Standards, Companies Act, 2013
and the 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 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 07, 2025 complying with the
requirements of Schedule IV of the Companies Act, 2013 and
the provisions of 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 February 07, 2025 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 February 07, 2025, 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 February 07, 2025 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

- The Board informs that after the financial year ended
on March 31, 2025, the Allotment Committee meeting
was convened on April 16, 2025 to consider and approve
allotment of 77,27,000 additional equity shares on account
of conversion 77,27,000 - 0% unsecured Compulsorily
Convertible Debentures ("CCDS") being convertible into 1
(one) equity share of face value Rs. 2/- (Rupees two only)
for cash consideration on a preferential basis, at a price
of Rs.44/- (Rupees forty - four only) (including premium
of Rs. 42/- (Rupees forty - two only), aggregating to Rs.
33,99,88,000 /- (Rupees Thirty-Three Crore Ninety-Nine
Lakhs Eighty-Eight Thousand only) to Delta Corp Limited.

- 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 EOGM 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 into the capital of the
following:

1. 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.

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

- CARE Ratings Limited, an external credit rating agency, has
reaffirmed the rating in respect of the below mentioned
bank facility availed by the Company

3. 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.

4. 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.

5. 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.

6. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

The Audit Committee approves Related Party Transactions
periodically and also as per the requirements of the Company.
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, Nomination & Remuneration Committee and
meeting of Independent Directors during the financial
year under review. Further, no sitting fees were paid by
the Company for attending the meeting of Stakeholders'
Relationship Committee.

The Non-Executive Directors 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 & Remuneration
Committee and the Audit Committee. Pursuant thereto, the
Company has paid ^ 12.50 lakhs plus GST per month for
such services rendered and Rs. 25.00 lakhs plus GST as
mutually agreed as one-time additional fee in recognition of
the wider scope of services provided and the additional time
and efforts put in.

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.

7. PARTICULARS OF LOANS, GUARANTEES,
INVESTMENTS UNDER SECTION 186

The details of particulars of loans, guarantees, investments
for the financial year ended on March 31,2025 are mentioned
in financial statements.

8. 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 153^rd
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 at investor@peninsula.co.in.

9. 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.

10. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The Company not being part of top 1000 listed companies
based on market capitalization as on March 31, 2025,
Business Responsibility and Sustainability Report pursuant
to Regulation 34(2)(f) of the Listing Regulations is not
applicable to the Company.

11. 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 alongwith
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 this report.

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

12. ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft annual
return as on March 31, 2025 prepared in accordance with

Section 92(3) of the Act is made available on the website of
your Company at www.peninsula.co.in.

13. CORPORATE SOCIAL RESPONSIBILITY

The details of the CSR Committee are provided in the
Corporate Governance Report, which forms part of this
I ntegrated Annual Report. The Annual report on CSR Activities
is annexed and forms part of this report as Annexure - 2.

The Chief Financial Officer of your Company has certified that
CSR spends of your Company for financial year 2024-25 have
been utilised for the purpose and in the manner approved by
the Board of the Company.

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.

14. 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 31,2025 to be reported in the Directors' Report.

15. DIRECTORS' 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,
2025 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, 2025 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.

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 2024-25 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 from time
to time, the Company has appointed, at the Board Meeting
Mr. Shivam Sharma proprietor of M/s. Shivam Sharma &
Associates, Practicing Company Secretary, to undertake
the Secretarial Audit of the Company for the financial year
2025. The report on the Secretarial Audit is annexed as
Annexure-3. The Secretarial Audit Report does not contain
any qualifications, reservations or adverse remarks.

Pursuant to Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) (Third Amendment)
Regulations, 2024 ("SEBI Listing Regulations"), effective from
April 1, 2025, a Company is required to appoint a peer reviewed
secretarial auditor (if individual then for not more than one
term of five consecutive years and if a firm then for not more
than two terms of five consecutive years), with the approval of
the shareholders in the Annual General Meeting.

Based on the recommendation of the Audit Committee, the
Board of Directors ("Board") has approved the appointment
of Mr. Shivam Sharma, M/s. Shivam Sharma and Associates,
Practicing Company Secretary as the Secretarial Auditor
of the Company for a period of five consecutive financial

years from 2025-26 to 2029-30. The appointment is
subject to approval of the Members of the Company.
The recommendations are based on the fulfilment of the
eligibility criteria & qualification prescribed under the Act &
Rules made thereunder and SEBI Listing Regulations about
secretarial audit, capability, independent assessment, audit
experience and based on the evaluation of the quality of audit
work done in the past.

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, 2025 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, 2025. 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 the 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, 2025 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 POLICY

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 robust Risk
Management framework. This framework 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 a detailed action plan to
mitigate the identified risks is drawn up and its implementation
is monitored. The key risks and mitigation actions are placed
before the Audit Committee of the Company.

The Board of Directors of the Company has formulated a
Risk Management Policy aiming at mitigating and managing
business risks.

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/-

Place: Mumbai Urvi A. Piramal

Date: August 06, 2025 Non-Executive Chairperson