The Board of Directors ("Board") is pleased to present the
Forty-First Directors' Report of GodrejProperties Limited
("GodrejProperties", "GPL" or "the Company") along with
the audited financial statements for the financial year ended
March 31, 2026.

In compliance with the applicable provisions of the Companies
Act, 2013, (including any statutory modification(s) or
re-enactment(s) thereof, for the time being in force) ("the
Act") and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
("the SEBI LODR Regulations"), this report covers the financial
results and other developments during the financial year ended
March 31, 2026 and upto the date of the Board meeting held on
May 04, 2026 to approve this report, in respect of the Company.

1. Operating Results:

Certain key aspects of the Company's performance (on a
standalone basis) during the financial year ended March 31, 2026,
as compared to the previous financial year are summarised below:

2. Dividend:

In terms of Regulation 43A of the SEBI LODR Regulations,
the Dividend Distribution Policy of the Company is available
on the website of the Company athttps://gplwebsitecdnblob.
blob.core.windows.net/godrei-cdn/Files/dividend-distribution-
policv-oct-2016-HhLoEcqxlgiRe78ogNId.pdf

The Board at its meeting held on May 04, 2026, has
recommended a dividend of '10 per share (200%) of the face
value of '5 each, for the financial year ended March 31, 2026.
Dividend will be payable subject to approval of Members at the
ensuing Annual General Meeting and deduction of tax at source
to those Shareholders whose names appear in the Register of
Members as on the Record Date i.e. Tuesday, July 28, 2026.

The Board of Directors have decided not to transfer any amount
to the General Reserve for the year under review.

3. Share Capital:

During the financial year ended March 31, 2026, the Company
issued and allotted 22,863 equity shares of ?5 each to its
eligible employees on exercise of options granted under the
Godrej Properties Limited Employee Stock Option Scheme,
2011 ("GPL ESGS").

As of March 31, 2026, the issued, subscribed and paid-up
equity share capital of the Company stands at ?1,50,60,38,705
comprising of 30,12,07,741 equity shares of ?5 each.
The Company has neither issued shares with differential
rights as to dividend, voting or otherwise nor issued shares
(including sweat equity shares) to the employees or Directors
of the Company under any Scheme, other than GPL ESGS.
Your Company has not resorted to any buy back of the equity
shares during the financial year under review.

4. Overview of Operations:

GodrejProperties delivered another record-breaking year in
FY 2025-26 by achieving the highest booking value, booking
volume, collection, operating cash flow, and earnings in its
history. This was driven by continued focus across bringing
improved products with a consumer-centric approach, delivering
best in class quality consistently and enhancing customer's
trust on the brand.

Godrej Properties achieved a booking value of ?34,171 crore in
FY 2025-26, a YoY growth of 16% through sale of 17,513 units
with a total area of 27 Million sq. ft., a YoY volume growth of 5%.
This is the highest ever booking value and area sold by any Indian
real estate developer in a financial year till date. Godrej Properties
was India's largest residential developer by booking value for the
3^rd consecutive year. Booking value has grown at a CAGR of 41%
in the past 3 years. The booking value was also broadly distributed
with MMR, Bengaluru and NCR contributing ?10,312 crore,
?8,801 crore and ?7,412 crore respectively to the booking value.
38 new projects and phases were launched during the financial
year across 9 cities. 11 projects across 6 cities achieved booking
value of more than ?1,000 crore in FY 2025-26. Among these,
Godrej MSR City in Bengaluru was a standout, achieving over
?3,800 crore in booking value, reflecting the sustained demand
for high-quality developments. Godrej Trilogy in Mumbai and
Godrej Regal Pavilion in Hyderabad, also achieved booking value
over ?2,000 crore each.

The collections and operating cash flow also grew significantly.
Collections in FY 2025-26 stood at ?19,965 crore representing
a YoY growth of 17%. Operating cash flow in FY 2025-26 stood
at ?7,830 crore representing a YoY growth of 5%. Collections were
highest ever announced by any real estate developer in India to
date. Collections and Operating cash flow have grown at a CAGR
of 30% each in the last 3 years.

FY 2025-26 was the best ever year for GodrejProperties in
terms of business development wherein it added 18 new projects
with saleable potential of around 33 Million sq. ft. and expected
booking value of ?42,100 crore to its portfolio. The new project
additions were spread across 11 markets including 4 projects
in Bengaluru, 3 in Pune, 2 each in Mumbai and Hyderabad and
1 each in existing markets of NCR, Kolkata and Nagpur and in
4 new markets of Panipat, Coimbatore, Raipur and Vadodara.
This was the 4^th consecutive year in which Godrej Properties has
added projects with an expected booking value of over ?20,000
crore and have added cumulatively projects with an expected
booking value of ?1,22,000 crore in the last 4 years.

On the operational front, GodrejProperties successfully
delivered ~12.1 Million sq. ft. across projects. With this, Godrej
Properties has now successfully delivered ~78 Million sq. ft. since
FY 2018. The Company's delivery record demonstrates its ability
to operate at a large scale and keep pace with accelerating sales.
Separately, GodrejProperties focused on exploring advanced
construction technologies, improving Net Promoter Score (NPS)
and design standardisation.

GodrejProperties, among the most respected real estate
developers in India, received 122 awards in FY 2025-26.
Accolades include Real Estate Company of the Year (West)
by Construction Week Awards 2025, Realty Harit Bharat
Award for ESG Excellence, felicitation by Ace Alpha Award for
Sustainable Development/ ESG, felicitation by Times of India
Ecopreneur Awards, People Matters Infini-T Awards, League of
American Communication Professional (LACP) Vision Award,
Business World India's #1 Most Sustainable Companies Award
2026 for Real estate companies, IGBC Green Champion for
Driving Net Zero Movement in India 2025, Gold for DEI category
in Brandon Hall Group Excellence Awards 2025, recognition as
the 2^nd best organisation by EY and Team Marksmen in India DEI
100 2025 Index, recognition as Top 10 Employer for LGBTQ
Inclusion by India Workplace Equality Index (IWEI), felicitation
as A-List Developer in 2025 by Forbes India, ranked #1 in ESG
practices amongst Residential Developers globally by GRESB,
Green Champion and Performance challenge winner in IGBC
Awards, DEI Champion award and LGBTQIA Inclusion Award
by Bombay Chamber of Commerce Diversity, Equity & Inclusion
(DEI) Awards 2025.

For the financial year under review, on a consolidated basis, GPL's
total income stood at ?8,374 crore, EBITDA was ?2,826 crore
and net profit after tax and minority interest of ?1,850 crore.

5. Prospects and Outlook:

The Indian residential real estate sector has continued to sustain
its strong momentum into FY 2025-26, building on the structural
upcycle that began post-pandemic. The sector has demonstrated
remarkable resilience, supported by robust domestic
macroeconomic fundamentals, a stable policy environment, and
continued income growth in the mid and high-income brackets.
The Reserve Bank of India's cumulative 125 basis points reduction
in the repo rate since February 2025 has meaningfully improved
housing affordability and eased financing conditions, providing a
fresh catalyst for demand, particularly among end-users.

FY 2025-26 has been characterised by a continued and
pronounced shift toward premiumisation, with buyer preferences
evolving toward larger homes, superior specifications, and
lifestyle-oriented communities. While overall sales volumes
across the eight major cities moderated marginally by 1%
year-on-year to approximately 3.48 lakh units in 2025, the
composition of demand continued to improve significantly.
Homes priced above '10 million now constitute 50% of
total annual sales, reflecting the structural upgrade in buyer
aspirations and sustained confidence in long-term income
growth. The sales value uptick continues to meaningfully outpace
the volume trend, underscoring the premiumisation theme that
is reshaping the sector.

Home buying remains a long-term asset-accumulation
decision, where financial strength and affordability, both of
which remain healthier than pre-pandemic levels, continue to
drive purchase intent, particularly among self-consumption
buyers. The government's broader commitment to 'housing
for all' continues to provide structural support to the sector
through the ongoing implementation of PMAY-Urban 2.0.
However, the Union Budget 2026-27 has moderated the
allocation for PMAY-Urban to '18,625 crore, reflecting a
5.9% reduction from '19,794 crore in the previous year.
Notwithstanding these near-term headwinds in affordable
housing policy, the broader macroeconomic environment
remains constructive. The government's decision to raise public
capital expenditure to '12.2 lakh crore in FY 2026-27, a 9%
increase over FY 2025-26, alongside income tax rationalisation
that has boosted disposable incomes across urban households,
continues to support aspirational housing demand.

Consolidation within the residential real estate sector continues
to benefit large, organised, and brand-led developers.
Consumer preference for credible developers with demonstrated
track records of delivery has intensified significantly in the
post-pandemic era, disproportionately benefitting players with
strong governance frameworks, quality product delivery and
superior customer experience. This structural shift continues to
create significant business development opportunities as smaller
and undercapitalised developers seek to partner with, or cede
market share to, larger organised players.

Given the pace of urbanisation, rising per capita disposable
incomes, and a continued shift in income distribution from
a pyramid to a diamond shape, GodrejProperties remains
deeply optimistic about the long-term prospects of Indian
residential real estate.

Godrej Properties remains firmly committed to strengthening
profitability through disciplined capital allocation, enhancing
customer experience by delivering best-in-class quality and
design, and accelerating the adoption of digital technologies
across its development and customer-facing operations.
The Company's operational momentum is expected to be well
sustained by a healthy Balance Sheet with strong liquidity, a
diversified and growing project pipeline spanning 15 cities, and
a demonstrated track record of execution at scale, positioning
Godrej Properties to continue delivering sustained and
compounding value to all its stakeholders over the long-term.

6. Material Changes and Commitments Affecting
the Financial Position of the Company:

There have been no material changes and commitments affecting
the financial position of the Company between March 31, 2026,
and the date of this Report other than those disclosed in this
Report. There has also been no change in the nature of the
Company's business.

7. Merger of Embellish Houses Private Limited with
the Company:

The Board of Directors of your Company at its meeting held
on November 06, 2025 had approved, subject to requisite
approvals/ consents, the Scheme of Amalgamation of Embellish
Houses Private Limited ("Embellish"), wholly owned subsidiary
of the Company, with the Company and their respective
shareholders under Sections 230 to 232 and other applicable
provisions of the Companies Act, 2013, with the Appointed Date
of the Scheme as November 01, 2025 or such other date as may
be directed or approved by the National Company Law Tribunal,
Mumbai Bench ("NCLT") or any other appropriate authority.
The NCLT has, by an order dated February 05, 2026 admitted
the application for the aforesaid merger.

8. Depository System:

The Company's equity shares are available for dematerialization
through National Securities Depository Limited ("NSDL") and
Central Depository Services (India) Limited ("CDSL"). As of
March 31, 2026, 99.99% of the Company's equity shares were
held in dematerialized form.

9. Annual Return:

As required under Section 92 of the Companies Act, 2013 (the
"Companies Act") the Annual Return for the financial year ended
March 31, 2026 is available on the website of the Company
and can be accessed athttps://www.godreiproperties.com/
investors/financials.

10. Number of Meetings of the Board:

The Board met 4 (four) times in the financial year ended March
31, 2026 on May 02, 2025, August 01, 2025, November 06,
2025 and February 05, 2026. The details of the attendance of
Directors at the Board Meetings held during FY 2025-26 are
given in the Corporate Governance Report.

11. Directors' Responsibility Statement:

Pursuant to the provisions contained in sub-sections (3)(c)
and (5) of Section 134 of the Companies Act, the Directors of
your Company, based on the representation received from the
Operating Management and after due enquiry confirm that:

i. in the preparation of the annual financial statements for
the financial year ended March 31, 2026, the applicable
accounting standards have been followed along with
proper explanation relating to material departures, if any.

ii. they 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 of the profits of the Company for the financial year
ended on March 31, 2026.

iii. they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Companies Act and rules made
thereunder, as amended, for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities.

iv. they have prepared the Annual Financial Statements
for financial year ended March 31, 2026 on a 'going
concern' basis.

v. they have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and have been operating efficiently.

vi. they have devised proper systems to ensure compliance
with provisions of all applicable laws and that such systems
were adequate and operating effectively.

12. Directors and Key Managerial Personnel:

Members of the Company at their 40^th Annual General Meeting
held on August 01, 2025 approved the re-appointment of and
remuneration payable to Mr. Gaurav Pandey (DIN: 07229661) as
the Managing Director & Chief Executive Officer of the Company
for a period of three years with effect from January 01, 2026.

Mr. Nadir Godrej (DIN: 00066195), Non Executive Director
of the Company, who is liable to retire by rotation and is
otherwise eligible for re-appointment at the ensuing Annual
General Meeting, has informed the Company that as he will
be attaining the age of 75 years in August 2026 and would
accordingly superannuate in terms of the Company's policy, he
does not wish to be considered for re-appointment as a Director.
Accordingly, the Board does not propose to fill the vacancy
arising from the retirement of Mr. Nadir Godrej. The Board places
on record its appreciation for the valuable contribution, guidance
and support provided by him during his association of over three
decades as the Director of the Company.

Pursuant to the provisions of Section 203 of the Companies
Act, the Key Managerial Personnel of the Company as of the
date of this Report are Mr. Pirojsha Godrej (DIN: 00432983) -
Whole Time Director designated as an Executive Chairperson,
Mr. Gaurav Pandey (DIN: 07229661) - Managing Director
& Chief Executive Officer, Mr. Rajendra Khetawat - Chief
Financial Officer and Mr. Ashish Karyekar - Company Secretary
of the Company.

13. Declaration by Independent Directors:

The Independent Directors of the Company have submitted the
declaration of independence as required under Section 149(7)
of the Companies Act, confirming that they meet the criteria of
independence under Section 149(6) of the Companies Act and
Regulation 16 of SEBI LODR Regulations. In the opinion of the
Board, the Independent Directors fulfil the conditions specified
in these regulations and are independent of the management.
There has been no change in the circumstances affecting their
status as Independent Directors of the Company.

The Board is also of the opinion that the Independent Directors
of the Company possess requisite qualifications, experience
and expertise in the field of finance, strategy, auditing, tax, risk
advisory, financial services and infrastructure and real estate
industry and they hold the highest standards of integrity.

In compliance with rule 6(1) of the Companies (Appointment
and Qualification of Directors) Rules, 2014, all the Independent
Directors have included their names in the databank of
Independent Directors maintained by the Indian Institute of
Corporate Affairs. Since all the Independent Directors of the
Company have served as directors in listed companies or are in the
pay scale of Director or equivalent in the Ministry of Department
of the Central Government for a period not less than three years,
they are not required to undertake the proficiency test as per
Rule 6(4) of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

14. Policy on Directors', Key Managerial Personnel
and Senior Management's Appointment and
Remuneration:

The policy on appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of
Directors, Key Managerial Personnel and Senior Management and
other matters provided under Section 178(3) of the Companies
Act, is appended as Annexure I to this Report and also is available
on the website of the Company at https://gplwebsitecdnblob.
blob.core.windows.net/godrei-cdn/Files/gpl-nomination-
remuneration-policv-final-cmarz20mk00055zpheif6emuo.pdf.

15. Disclosure Regarding Internal Complaints
Committee:

Your Company is committed to providing a safe, secure and
dignified working environment to all its employees, free
from any form of intimidation, discrimination or harassment.
The well-being of employees remains central to the Company's
culture and values, and accordingly, the Company has adopted a
zero-tolerance approach towards any form of sexual harassment
at the workplace. Even persons who are not employees of the
Company, such as customers, clients, stakeholders, visitors,
outsiders, etc., are covered by this policy, and can file a complaint
as an Aggrieved Person, if they are subjected to any sexual
harassment at the workplace by an employee of the Company.

The Company has in place a comprehensive Anti-Sexual
Harassment Policy in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 ("POSH Law"), which aims to prevent,
prohibit and redress instances of sexual harassment and ensure a
robust mechanism for reporting and addressing complaints in a
fair and timely manner. The Policy is applicable to all employees
and extends to other stakeholders associated with the Company
and is gender-neutral in its application.

In compliance with the POSH Law, the Company has constituted
Internal Complaints Committee ("ICC") across its offices, to
inquire into complaints of sexual harassment. All complaints
are dealt with utmost sensitivity and confidentiality and are
subjected to an objective and unbiased enquiry process.

Appropriate actions are taken based on the findings of the ICC in
accordance with the provisions of the Policy and applicable laws.

The details of complaints received and disposed of during the
year under review are as follows:

16. Compliance Regarding Maternity Benefit Act,
1961:

The Company is in compliance with the applicable provisions
relating to the Maternity Benefit Act, 1961, for the
year under review.

17. Annual Evaluation of Performance of the Board:

The Company conducted a formal Board Effectiveness Review as
part of its efforts to evaluate, identify improvements and enhance
the effectiveness of the Board, its Committees and individual
directors. This was in line with the requirements mentioned in
the Companies Act and the SEBI LODR Regulations.

The Corporate HR team of GodrejIndustries Group worked
directly with the Executive Chairperson and the Nomination &
Remuneration Committee of the Board, to design and execute the
process which was adopted by the Board. Each Board Member
completed a confidential online questionnaire, providing vital
feedback on how the Board currently operates and how it might
improve its effectiveness.

The survey comprised of four sections and compiled feedback
and suggestions on:

• Board processes (including Board composition, strategic
orientation and team dynamics);

• Individual committees;

• Individual Board members; and

• Chairperson's Feedback Report

The performance evaluation criteria for independent directors
included a check on their fulfilment of the independence criteria
and their independence from the management.

The following reports were created as part of the evaluation:

• Board's Feedback Report

• Individual Board Member's Feedback Report

• Chairperson's Feedback Report

The overall Board Feedback Report and feedback of Individual
Committees was shared and discussed with the Independent
Directors. The directors discussed strengths in board's working
and also identified areas that can be strengthened further.
The individual feedback report of Board Members was shared
separately with respective directors and with the Executive
Chairperson. Feedback report for Executive Chairperson was
also separately compiled and shared.

18. Familiarisation Programme for Independent
Directors:

The Company conducts familiarisation programmes for
Independent Directors to enable them to understand their roles,
rights and responsibilities. The Independent Directors when
they are appointed, are given detailed orientation regarding
the Company, industry, strategy, policies and Code of Conduct,
regulatory matters, business, financial matters, human resource
matters and corporate social responsibility initiatives of the
Company. Presentations are also made at Board and Committee
meetings, which facilitate their clear understanding of the
Company's business and the environment in which it operates.
Operational updates are provided for them to have a good
understanding of Company's operations, businesses and the
industry as a whole. They are periodically updated on material
changes in regulatory framework and its impact on the Company.

The Directors are briefed on the new developments at
every Board meeting. The Independent Directors of the
Company viz. Ms. Sutapa Banerjee, Dr. Indu Bhushan and
Ms. Jayashree Vaidhyanathan participated in the three days
Familiarisation Certificate programme titled 'CII Board
Leadership Programme on AI Governance' conducted by National
University of Singapore in Singapore from November 24, 2025
to November 28, 2025. Ms. Sutapa Banerjee, Dr. Indu Bhushan
and Mr. Sumeet Narang, Independent Directors of the Company,
attended an"ESG Knowledge Session for Independent Directors"
conducted by Xynteo - a Sustainability & ESG Advisory firm,
based in Europe and India, on March 06, 2026.

The Company's Policy of conducting familiarisation programme
has been disclosed at the website of the Company athttps://
www.godreiproperties.com/investors/governance-leadership.

19. Particulars of Loans Given, Guarantees Given or
Investments Made and Securities Provided:

The details of loans given, investments made, guarantees given
and securities provided by the Company under Section 186
of the Act during the financial year under review forms part of
the notes to the standalone financial statements provided in
this Annual Report.

20. Particulars of Contracts or Arrangements with
Related Parties:

The Company has formulated a policy on related party
transactions which is also available on the website of the
Company athttps://gplwebsitecdnblob.blob.core.windows.net/
godrei-cdn/Files/rpt-policv-of-gpl-amended-09-01-2026-
cmlrmemat000cvvph83un102 2.pdf. All related party
transactions are placed before the Audit Committee for review
and approval. Prior omnibus approval is obtained for related
party transactions on a auarterly basis for transactions which
are of repetitive nature and/ or entered in the ordinary course of
business and are at an arm's length basis.

All related party transactions entered during the financial year
were in the ordinary course of the business and at an arm's length
basis. No material related party transaction was entered into
during the year by the Company. Accordingly, the disclosure of
related party transactions as required under Section 134(3)(h)

of the Companies Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014 in Form AOC-2 appended as Annexure II is not
applicable to the Company for FY 2025-26.

The attention of Members is drawn to the disclosures of
transactions with related parties set out in Notes to Accounts
(Note No. 43) forming part of the standalone financial statements.
Transactions with a person or entity belonging to the promoter/
promoter group which holds 10% or more shareholding in the
Company as required under Schedule V, Part A (2A) of SEBI
LODR Regulations are given as Note No.43 (on Related Party
Transaction) forming part of the standalone financial statements.

21. Particulars Regarding Conservation of Energy,
Technology Absorption and Foreign Exchange
Earnings and Outgo:

The particulars regarding conservation of energy, technology
absorption and foreign exchange earnings and outgo, as required
under Section 134(3)(m) of the Companies Act read with the
Companies (Accounts) Rules, 2014 are appended as Annexure III
to this Report.

22. Business Risk Management:

The Company has constituted a Risk Management Committee
consisting of members of the Board and key executives of the
Company to identify, assess, monitor and mitigate business
risks. The composition of the Committee is in compliance with
Regulation 21 of the SEBI LODR Regulations. The business
divisions identify the risks at both the enterprise level and
project level and address them through mitigating actions on a
continual basis.

The business risks identified are reviewed by the Risk
Management Committee and their implementation is monitored.
The key risks and mitigation actions are then placed before the
Audit Committee of the Company.

The Risk Management Policy of the Company is available on
the website of the Company athttps://gplwebsitecdnblob.
blob.core.windows.net/godrei-cdn/Files/risk-management-
policy-WVvfQ6WaYQIgaFPnCg5l.pdf

23. Corporate Social Responsibility:

A Corporate Social Responsibility ("CSR") Committee has been
constituted in accordance with Section 135 of the Companies
Act. The details required under the Companies (Corporate
Social Responsibility Policy) Rules, 2014, as amended, with
respect to the CSR Committee and an Annual Report on CSR
activities undertaken during the financial year ended March 31,
2026 are appended as Annexure IV to this Report. The CSR
Policy is available on the website of the Company athttps://
gplwebsitecdnblob.blob.core.windows.net/godrei-cdn/Files/
csr-policy1-OZz3CY14ohLyZTd1Rk.pdf

The Company has not participated in any direct or indirect political
contributions and/ or charitable contributions/ sponsorships.

24. Subsidiary and Associate Companies:

A. Subsidiaries

As of March 31, 2026, the Company had 29 unlisted subsidiary
Companies under the Companies Act, namely, GodrejRealty

Private Limited, Godrej Garden City Properties Private Limited,
Prakritiplaza Facilities Management Private Limited, Godrej
Prakriti Facilities Private Limited, Godrej Genesis Facilities
Management Private Limited, Godrej Projects Development
Limited, Godrej Hillside Properties Private Limited, Godrej
Highrises Properties Private Limited, Citystar Infraprojects
Limited, Godrej Residency Private Limited, Godrej Home
Developers Private Limited, Godrej Skyline Developers Limited
(formerly known as Godrej Skyline Developers Private Limited),
GodrejRedevelopers (Mumbai) Private Limited, Godrej Green
Woods Private Limited, Godrej Living Private Limited, Ashank
Land & Building Private limited, Wonder City Buildcon Limited,
Godrej Township Development Limited (formerly known
as GodrejHome Constructions Limited), GodrejReal Estate
Distribution Company Private Limited, Maan-Hinje Township
Developers Private Limited (formerly known as Maan-Hinje
Township Developers LLP), Pearlshine Home Developers
Private Limited, Godrej Project Developers & Properties
Private Limited (formerly known as Godrej Project Developers
& Properties LLP), Godrej Florentine Private Limited (formerly
known as Godrej Florentine LLP), Godrej SSPDL Green Acres
Private Limited (formerly known as Godrej SSPDL Green Acres
LLP), Godrej Amitis Developers Private Limited (formerly
known as Godrej Amitis Developers LLP), Mahalunge Township
Developers Private Limited (formerly known as Mahalunge
Township Developers LLP), Embellish Houses Private Limited
(formerly known as Embellish Houses LLP), Godrej Irismark
Private Limited (formerly known as Godrej Irismark LLP) and
Godrej REDCO Consultancies LLC.

The audited financial statements of all the subsidiaries
are available on the website of the Company athttps://
www.godreiproperties.com/investors/financials.

As of March 31, 2026, Godrej Greenview Housing Private
Limited, Wonder Projects Development Private Limited, Godrej
Real View Developers Private Limited, Pearlite Real Properties
Private Limited, Godrej One Premises Management Private
Limited, Godrej Green Homes Private Limited, Godrej Macbricks
Private Limited and Yerwada Developers Private Limited are
associate companies of Godrej Properties.

During the financial year under review:

• GodrejSSPDL Green Acres LLP was converted into
GodrejSSPDL Green Acres Private Limited with effect
from June 13, 2025;

• Godrej Amitis Developers LLP was converted into Godrej Amitis
Developers Private Limited with effect from July 30, 2025;

• Godrej Project Developers & Properties LLP was converted
into Godrej Project Developers & Properties Private Limited
with effect from August 11, 2025;

• Godrej Florentine LLP was converted into Godrej Florentine
Private Limited with effect from August 12, 2025;

• Embellish Houses LLP was converted into Embellish Houses
Private Limited with effect from October 31, 2025;

• Mahalunge Township Developers LLP was converted into
Mahalunge Township Developers Private Limited with effect
from November 06, 2025;

• GodrejIrismark LLP was converted into GodrejIrismark
Private Limited with effect from February 17, 2026;

• Godrej Green Properties LLP has applied for the voluntary
striking off in terms of Section 248 of the Companies Act, 2013;

• GodrejREDCO Consultancies L.L.C. was incorporated as a
Wholly-owned subsidiary of the Company in the United Arab
Emirates on November 28, 2025;

• Draft Scheme of Amalgamation of Embellish Houses Private
Limited (Formerly known as Embellish Houses LLP) with
the Company was filed with BSE Limited and the National
Stock Exchange of India Limited on November 13, 2025.
The Company also submitted the application for Amalgamation
to the National Company Law Tribunal (NCLT) on November 27,
2025. The Company is currently awaiting the NCLT order for
amalgamation of Embellish Houses Private Limited.

B. Limited Liability Partnerships (LLPs)

The Company/ its subsidiaries are Partner in the following LLPs

as of March 31, 2026:

1. Mosiac Landmarks LLP

2. Dream World Landmarks LLP

3. Oxford Realty LLP

4. M/s. Ramaiah Ventures LLP

5. Oasis Landmarks LLP

6. Caroa Properties LLP

7. Godrej Buildwell Projects LLP (formerly known as "Godrej
Construction Projects LLP")

8. Godrej Housing Projects LLP

9. Godrej Developers & Properties LLP

10. Godrej Highrises Realty LLP

11. A R Landcraft LLP

12. Godrej Highview LLP

13. Prakhhyat Dwellings LLP

14. Godrej Skyview LLP

15. Godrej Green Properties LLP (under process of striking off)

16. Godrej Projects (Soma) LLP

17. Godrej Projects North Star LLP

18. Godrej Projects North LLP

19. Godrej Reserve LLP

20. Godrej Athenmark LLP

21. Godrej Vestamark LLP

22. Manjari Housing Projects LLP

23. Rosebery Estate LLP

24. Godrej City Facilities Management LLP

25. Suncity Infrastructure (Mumbai) LLP

26. Godrej Odyssey LLP

27. Godrej Olympia LLP

28. Ashank Projects Development LLP (formerly known as
Ashank Realty Management LLP)

29. Ashank Facility Management LLP

30. Manyata Industrial Parks LLP

31. Universal Metro Properties LLP

C. Material Unlisted Indian Subsidiary:

As of March 31, 2026, GodrejProjects Development Limited
is considered as material unlisted Indian subsidiary under
Regulation 24 of SEBI LODR Regulations.

25. Performance and Financial Position of
Subsidiaries, Associates And Joint Venture
Companies:

As required under SEBI LODR Regulations and Section 129
of the Companies Act, the consolidated financial statements
have been prepared by the Company in accordance with the
applicable accounting standards and form part of the Integrated
Annual Report. A statement containing the salient features of
the Financial Statements of the subsidiaries, joint ventures and
associate companies of the Company in Form AOC-1 as required
under Rule 5 of the Companies (Accounts) Rules, 2014 forms
part of the notes to the financial statements. The highlights of
the performance of subsidiaries, associates and joint venture
companies and their contribution to the overall performance
of the Company are given as Annexure A to the Independent
Auditor's Report on Consolidated Financial Statement.

26. Details Relating to Deposits Covered Under
Chapter V of the Companies Act, 2013:

The Company has not accepted any deposits under Chapter V
of the Companies Act during the financial year and as such, no
amount on account of principal or interest on deposits from
public is outstanding as on March 31, 2026.

27. Significant and Material Orders Passed by the
Regulators or Courts or Tribunals:

There were no significant and material orders passed by the
regulators/ courts/ tribunals which would impact the going
concern status of the Company and its future operations.

28. Internal Financial Control System:

The Company has an internal financial control system
commensurate with the size, scale and complexity of its
operations. The internal controls over financial reporting
have been identified by the management and are checked
for effectiveness across all locations and functions by the
management and tested by the Auditors on a sample basis.
The controls are reviewed by the management periodically and
deviations, if any, are reported to the Audit Committee.

29. Audit Committee of the Company:

The Audit Committee comprises of 4 (four) Independent Directors,
viz. Dr. Indu Bhushan (Chairperson), Ms. Sutapa Banerjee,
Mr. Sumeet Narang and Ms. Jayashree Vaidhyanathan.

The composition of the Audit Committee is in compliance with
the requirements of Section 177 of the Companies Act and
Regulation 18 of SEBI LODR Regulations. The details of the role
and responsibilities of the Audit Committee, the particulars of
meetings held and attendance of the members at such meetings
are given in the report on Corporate Governance, which forms
part of the Integrated Annual report. During the Financial
Year under review, the recommendations made by the Audit
Committee were accepted by the Board.

30. Vigil Mechanism:

The Company has established a vigil mechanism for directors,
employees and other stakeholders to report their genuine
concerns, details of which have been given in the Corporate
Governance Report forming part of this Integrated Annual Report.

31. Statutory Auditors and Statutory Auditors'
Report:

On the recommendation of the Audit Committee and the
Board of Directors, the Members at the 37^th Annual General
Meeting held on August 02, 2022 had re-appointed
M/s. BSR & Co. LLP, Chartered Accountants (Firm Registration
No. 101248W/W- 100022), as the Statutory Auditors for the
second term of five consecutive years i.e. from the conclusion
of the 37^th Annual General Meeting till the conclusion of the
42^nd Annual General Meeting of the Company to be held
in the year 2027.

The Report issued by M/s. BSR & Co. LLP on the financial
statements of the Company for the financial year ended
March 31, 2026 forms part of the Integrated Annual Report.
There are no qualifications, reservations or adverse remarks or
disclaimers made by M/s. BSR & Co. LLP, Statutory Auditors,
in their report.

During the year under review, the Audit Committee met with the
Statutory Auditors without the presence of Management.

32. Cost Records and Cost Auditors:

As required under Rule 8(5)(ix) of the Companies (Accounts)
Rules, 2014, the Company confirms that it has prepared and
maintained cost records as specified by the Central Government
under sub-section (1) of Section 148 of the Companies Act for
the financial year ended March 31, 2026.

Pursuant to Section 148 of the Companies Act, the Board
of Directors of the Company has, on the recommendation of
the Audit Committee, appointed M/s. R Nanabhoy & Co, Cost
Accountants, as Cost Auditors of the Company for the financial
year 2026-27 at a remuneration as mentioned in the Notice
convening the AGM. The Company has received their written
consent that the appointment is in accordance with the applicable
provisions of the Companies Act and rules framed thereunder.
The Cost Auditors have confirmed that they are not disqualified
from being appointed as the Cost Auditors of the Company for
the financial year 2026-27.

As required under the Companies Act, the remuneration payable
to Cost Auditors must be placed before the Members at a general
meeting for ratification. Hence, a resolution for the same forms
part of the Notice of the ensuing Annual General Meeting.

33. Secretarial Audit Report:

The Board of Directors of the Company based on the
recommendation of the Audit Committee proposed appointment
of M/s. BNP and Associates, Practicing Company Secretaries,
having Firm Registration No. P2014MH037400 as Secretarial
Auditors of the Company for the first term of five consecutive
years from the conclusion of the 40^th Annual General Meeting
until the conclusion of the 45^th Annual General Meeting of the
Company to be held in year 2030. The said appointment was
approved by the shareholders at the Annual General Meeting
held on August 01, 2025.

Secretarial Audit Report provided by M/s. BNP and Associates is
appended to this Report as Annexure V.

There are no qualifications, reservations or adverse remarks or
disclaimers made by M/s. BNP and Associates, Company Secretary
in practice, in their Secretarial Audit Report for FY 2025-26 .

The Annual Secretarial Compliance Report as required under
Regulation 24A of SEBI LODR Regulations has been submitted
to the stock exchanges within 60 days of the end of the
financial year.

The Company's unlisted material subsidiary company - Godrej
Projects Development Limited ("GPDL") undergoes Secretarial
Audit. A copy of the Secretarial Audit Report of GPDL is available
on the website of the Company.

The Company has complied with Secretarial Standards on
Meetings of the Board of Directors ("SS-1") and General
Meetings ("SS-2") issued by the Institute of Company Secretaries
of India and adopted under the Companies Act.

34. Reporting of Frauds by Auditors:

During the financial year under review, the Statutory Auditors,
Cost Auditors and Secretarial Auditors have not reported
any instances of frauds committed in the Company by its
officers or employees to the Audit Committee or to the Central
Government under Section 143(12) of the Companies Act.
Therefore, disclosure of details under section 134(3)(a) of the
Act is not applicable.

35. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report for the year
under review, as stipulated under Regulation 34(2) of SEBI
LODR Regulations, is appended as a separate section of the
Integrated Annual Report.

36. Corporate Governance:

The Company is committed to maintaining the highest standards
of Corporate Governance and adhering to the Corporate
Governance requirements as set out by the Securities and
Exchange Board of India ("SEBI"). The Report on Corporate
Governance as stipulated under SEBI LODR Regulations
forms part of the Integrated Annual Report. A certificate from
M/s. B N P & Associates, Company Secretaries in practice,
confirming compliance with the conditions of Corporate
Governance as stipulated under Schedule V to SEBI LODR
Regulations and applicable provisions of the Companies Act
forms part of the Corporate Governance Report.

37. Particulars of Employees:

Disclosures with respect to the remuneration of directors
and employees as required under Section 197(12) of the
Companies Act and Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
("Remuneration Rules") are appended as Annexure VI to this
Report. Details of employee remuneration as required under
Section 197(12) of the Companies Act and Rule 5(1) of the
Remuneration Rules form part of this Integrated Annual report.
As per the second proviso to Section 136(1) of the Companies
Act, the Directors' Report and Financial Statements will be
sent to the Members of the Company excluding the statement
of particulars of employees under Rule 5(2) and (3) of the
Remuneration Rules. If any Member is interested in obtaining a
copy thereof, the Member may write to the Company Secretary,
whereupon a copy would be sent to such Member.

38. Employees Stock Option Schemes:

As required in terms of the SEBI (Share-Based Employee Benefits
and Sweat Equity) Regulations, 2021, the disclosure relating to
Godrej Properties Limited Employee Stock Grant Scheme, 2011
("GPL ESGS") is appended as Annexure VII to this Report.

39. Business Responsibility and Sustainability
Report:

The Business Responsibility and Sustainability Report for
the financial year ended March 31, 2026 as stipulated under
Regulation 34(2) of SEBI LODR Regulations is attached as a
separate section of the Integrated Annual Report. In terms
of SEBI LODR Regulations, the Company has obtained BRSR
reasonable assurance on BRSR Core Indicators.

40. Transfer of Unpaid /Unclaimed Dividend/ Equity
Shares to Investor Education and Protection
Fund:

Pursuant to the provisions of Section 124 of the Companies Act,
Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 read with the relevant
circulars and amendments thereto, the amount of dividend
remaining unpaid or unclaimed for a period of seven years
from the due date is transferred to the Investor Education and
Protection Fund ("IEPF"). The equity shares in respect of which
dividend has remained unpaid/ unclaimed for a period of seven
consecutive years are also transferred by the Company to the
designated Demat Account of the IEPF Authority.

The shareholders/claimants whose shares or unclaimed dividends
have been transferred to the IEPF, may claim the shares or apply
for refund from the IEPF Authority, by following the procedure
prescribed in the IEPF Rules.

41. Details of application made or any proceeding
pending under the insolvency and bankruptcy
code, 2016 (31 of 2016) during the year along
with their status as at the end of the FY 2025-26:

There are no applications made or any proceedings pending
against the Company under Insolvency and Bankruptcy Code,
2016 during the financial year.

42. 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:

During the financial year under review, there were no one-time
settlement with any Bank or Financial Institution.

43. Credit Rating:

The details of the credit ratings awarded to securities of the
Company are provided in the Corporate Governance Report
forming part of the Integrated Annual Report.

44. Integrated Reporting:

The Company has drawn up an Integrated Annual Report
that provides both financial and non-financial information,
encompassing the organisation's strategy, governance
framework, performance and prospects for value creation
across the six forms of capitals. The Report has been prepared
in accordance with the Integrated Reporting (IR) Framework
and the Global Reporting Initiative (GRI) Standards, along with
globally recognised frameworks and benchmarks including the
Task Force on Climate-related Financial Disclosures (TCFD) /
International Financial Reporting Standards - Sustainability
Disclosure Standard S2 (IFRS S2), Sustainability Accounting
Standards Board (SASB), Science Based Targets initiative
(SBTi), Global Real Estate Sustainability Benchmark (GRESB),
SEBI Guidelines, the Companies Act, the United Nations
Global Compact Principles and United Nations Sustainable
Development Goals (UN SDGs), along with benchmarking and

rating parameters prescribed by Financial Times Stock Exchange
(FTSE) Russell, Morgan Stanley Capital International (MSCI),
Standard & Poor's (S&P) Dow Jones Indices and CDP.

45. Awards & Recognitions:

The Directors take pleasure in informing the Members that
the Company, its people and projects were acknowledged with
several awards and ratings during the financial year ended
March 31, 2026. The details of the awards received are given in
the Integrated Annual Report.

46. Acknowledgments:

The Directors wish to place on record their appreciation
and sincere thanks to the customers, joint venture partners,
shareholders, banks, financial institutions, fixed deposit holders,
vendors and other associates who through their continued
support and cooperation, have helped, as partners, in the
Company's progress. The Directors also acknowledge the hard
work, dedication and commitment of the employees for the
growth of the Company and look forward to their continued
involvement and support.

For and on behalf of the Board of
Directors of Godrej Properties Limited

Pirojsha Godrej

Place: Mumbai Executive Chairperson

Date: May 04, 2026 (DIN: 00432983)