Your Directors are pleased to present their Report together with the audited financial statements of Mahindra Lifespace Developers Limited
("the Company” or "MLDL”) for the year ended 31 March, 2026. The consolidated performance of your Company and its subsidiaries has been
referred to wherever required.

FINANCIAL HIGHLIGHTS

DIVIDEND

In accordance with the principles and criteria as set out in
the Dividend Distribution Policy and in accordance with Section
123(1) of the Companies Act, 2013 ('the Act'), the Board of
Directors ("Board”) of the Company at its meeting held on
28 April 2026 has recommended a final dividend of ' 3.50 per
equity share (being 35% of face value) out of the past profits i.e.
Retained Earnings earned by the Company as against dividend
of ' 2.80/- per equity share (being 28% of face value) for the
previous year The equity dividend outgo for the Financial Year
(FY) 2025-26 would absorb a sum of approximately ' 7,467
lakh. The Board of your Company has decided not to transfer any
amount to the General Reserve during the year.

Final dividend, if approved, shall be payable to those Members whose
names appear in the Register of Members and list of beneficial
owners as on Friday, 3 July, 2026. The Register of Members and
Share Transfer Books of the Company will remain closed for
payment of dividend from Saturday 4 July, 2026 to Thursday,
23 July 2026 (both days inclusive) for the purpose of determining
shareholders eligibility of the final dividend.

Details of Shareholders as available in the Register of Members/
List of beneficial owners on Friday, 3 July, 2026, will be relied upon
by the Company for the purpose of complying with the applicable
withholding tax provisions and payment of the final dividend, if
declared. Electronic payout of Dividend (if declared) as mandated

by SEBI shall be paid on or after Thursday, 23 July 2026 within
prescribed timelines, to the Shareholders electronically through
Electronic Clearing Services (ECS)/National Electronic Clearing
Services (NECS)/Real Time Gross Settlement (RTGS)/Direct
Credit, etc.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy framed in accordance with the
requirements of Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations”)
is attached as Annexure 1 and forms part of this Annual Report.
The Dividend Distribution Policy of the Company is also uploaded
on the Company's website athttps://mldlprodstorage.blob.core.
windows.net/live/2026/06/Dividend-Distribution-Policy 4thFlr-6.
pdf

RESERVES

During the FY 2025-26, no amount has been transferred to any
reserves. An amount of ' 38,167.44 lakh is proposed to be retained
in the Profit and Loss Account of the Company.

OPERATIONS / STATE OF THE COMPANY'S AFFAIRS

The Indian economy continued to demonstrate resilience during
FY 2025-26, supported by strong domestic demand, increasing
urbanisation and favourable demographics. These structural drivers,
coupled with regulatory reforms such as RERA, GST and IBC,
continue to strengthen the real estate sector and drive demand
towards organised developers.

During the year under review, your Company delivered a strong
performance across both Residential and Integrated Cities &
Industrial Clusters (IC&IC) businesses. Consolidated sales stood at
' 4,118 crore, registering a growth of approximately 25% over the
previous year. Residential pre-sales increased to ' 3,405 crore, with
a saleable area of 3.53 million square feet, reflecting sustained
customer demand.

The Company continued to expand its portfolio through robust
business development, with Gross Development Value (GDV)
additions of approximately ' 18,060 crore during FY 2025-26. This
is the second year in row of crossing ' 18,000 Crore. Residential
collections grew by 15% year-on-year to ' 2,107 crore, driven by
strong execution and sustained customer confidence.

The IC&IC business recorded healthy growth, with revenues
increased by approximately 44%, from ' 495 crore in the previous
year to ' 713 crore, supported by strong leasing momentum across
key developments..

Profitability improved significantly during the year, with consolidated
Profit After Tax (PAT) increasing to ' 298 crore from ' 61 crore in
FY 2024-25, driven by strong project completions and operational
efficiencies.

The Company maintained a strong financial position, with operating
cash flows of ' 840 crore and a net cash surplus position (net debt
to equity of -0.27) as of 31 March 2026.

During the year, the Company launched projects such as
Blossom, Marina64 and NewHaven, which received encouraging
market response. The Company also strengthened its growth
pipeline through continued business development and strategic
partnerships, including collaboration with global players.

Looking ahead, the outlook for the real estate sector remains
positive, supported by favourable macroeconomic factors and rising
demand for quality housing. With a strong balance sheet, healthy
pipeline and focus on sustainable, customer-centric development,
your Company is well positioned to deliver sustained growth and
long-term value.

DETAILS OF MATERIAL CHANGES FROM THE END OF
THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT

No material changes and commitments have occurred after the
closure of the Financial Year 2025-26 till the date of this Report,
which would affect the financial position of your Company.

AWARDS AND RECOGNITION

Your Company and its subsidiaries received several awards and
recognitions during the FY 2025-26, a testimony to the Company's
well-established policies and processes and its continuous efforts
to drive sustainability across. Some of the prestigious awards
received as under:

• Recognized as a Global and Regional Sector Leader by GRESB
under the Development Benchmark category for 2025.
Achieved 5-Star Rating with a score of 100/100, ranking
4^th amongst listed entities, 7^th in Asia, and 4^th among Indian
peers in the residential development benchmark category.
The company has also secured the 1^st rank in Public
Disclosure in Asia for the fifth year, with a score of 100/100
and an A rating.

• Received A- rating (Leadership Rank) from Climate Disclosure
Project under Climate Change and Water Security A
(Leadership rank) rating under CDP Supplier Engagement
Assessment (SEA) (6^th year in a row).

• Conferred with the IGBC Green Champion Award 2025 by the
Indian Green Building Council.

• Received the IGBC Fellow Award 2025 from the Indian Green
Building Council for leadership in sustainable development.

• Residential Project - Mixed Use at Economic Times Real
Estate Awards 2026

• Corporate Governance and Sustainability Vision Awards 2026
from Indian Chamber of Commerce (ICC)

• Construction Week India Awards 2025- Green Project of the
Year

• Sustainable Development Leadership - Jury Award @Swachh
Industrial Park Awards 2025

• Decarbonization Excellence Awards ISHRAE3 Cool Conclave
2.0

• ET Brand Equity - Brand Disruption Award

• BW Merit Award - Use of events

The details are also provided under section "Achievements and
Awards” of this Report.

SHARE CAPITAL

At the end of the year, the Authorised Share Capital of the
Company stood at ' 3,00,00,00,000 divided into 29,40,00,000
Equity Shares of ' 10 each and 60,00,000 unclassified shares of
' 10 each. There was no change in the Authorised Share Capital of
the Company during the year under review.

During the year, the Board of Directors of the Company at its
meeting held on 13 May, 2025, had superseded the Right Issue
approval granted on 13 February 2025 and passed a new resolution
re-approving the proposal i.e. approval to issue Equity Shares via
Rights Issue ("Rights Issue”), to pursue the Rights Issue under the
new simplified SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended, and other applicable laws.

Pursuant thereto, the Company undertook a Rights Issue of equity
shares in the ratio of 3:8 at an issue price of ' 257 per share
(including a premium of '247 per share), which was opened on
2 June 2025 and closed on 17 June 2025. The Rights Issue
Committee approved the allotment of 5,81,53,156 equity shares
on 18 June 2025, while 67,745 shares were kept in abeyance
pending requisite approvals. Subsequently, 10,300 shares were
allotted in Q2 FY 2025-26 pursuant to regulatory directions,
resulting in a total fund raise of '1,494.80 crore. The shares were
duly listed on BSE Limited and the National Stock Exchange of
India Limited.

During the year, the Company has issued and allotted 91,499
equity shares of ' 10 each from time to time in tranches to the
eligible employees pursuant to exercise of stock options granted
under Employee Stock Option Scheme-2012 (ESOS-2012). No
stock options were granted under Employee Stock Option Scheme
- 2006 (ESOS-2006).

Considering the allotment of equity shares under the Rights Issue
and ESOS-2012, during the year, the issued equity share capital of
the Company increased from ' 155,24,09,490 to ' 213,55,33,490
and the subscribed and paid-up equity share capital of the Company
increased from ' 155,08,77,600 to ' 213,34,27,150.

The allotment of 210,634 equity shares of the Company has
been kept in abeyance in accordance with Section 126 of the Act
(corresponding to Section 206A of the Companies Act, 1956), till
such time the title of the bonafide owners of the shares is certified
by the concerned Stock Exchange or the Special Court (Trial of
offenses relating to transactions in Securities).

During the year, the Company has not issued any equity shares
with differential rights or any sweat equity shares.

EMPLOYEE STOCK OPTIONS SCHEME

During the year, the Nomination Remuneration Committee ("NRC”)
has considered and granted 6,13,507 options under ESOS-2012
(Nil under ESOS-2006) to the Eligible Employees. Further, beginning
1 April, 2026, till this date of the Report, no options were granted
under ESOS-2006 and ESOS-2012.

The Company does not have any scheme envisaged under Section
67 of the Act in respect of shares on which voting rights are not
directly exercised by the employees.

During the year, no change was made to the ESOS - 2006 Scheme.
The Shareholders at their respective meetings held on 24 July,
2012 and 28 August, 2020, approved the ESOS-2012 Scheme
and amendments thereto, respectively, and authorised the NRC
to create, offer, issue and allot stock options on such eligibility
criteria as determined by NRC. During the year, NRC has approved
modification(s) in the criteria to determine the quantum of stock
options and the allocation criteria for grant to eligible employees.
Further, beginning 1 April, 2026 till the date of this report, the NRC
has approved the enhancement of stock options under existing
/ future ESOP schemes from time to time. The existing schemes
are implemented in compliance with Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("SBEB&SE Regulations”) and other applicable
Regulations and Circulars in force, from time to time. A copy of
the ESOS-2006 Scheme and ESOS-2012 Scheme is uploaded
on the website of the Company athttps://mldlprodstorage.blob.
core.windows.net/live/2025/02/ESQS-2006-C.pdf and https://
mldlprodstorage.blob.core.windows.net/live/2025/02/ESOS-
2012-C.pdf respectively

A certificate from the Secretarial Auditor will be placed before
the members at the Annual General Meeting confirming that the
above-mentioned Schemes i.e., ESOS-2006 and ESOS-2012 have
been implemented by the Company in accordance with SBEB&SE
Regulations and the resolutions passed by the Members of the
Company.

HOLDING COMPANY

As on 31 March, 2026, the Promoter and the Holding company i.e.,
Mahindra and Mahindra Limited (M&M) holds 11,18,05,708 equity
shares representing 52.41 percent of the total paid-up equity share
capital of the Company compared to the 79,319,550 equity shares
representing of the total paid-up equity share capital 51.14 percent
as on 31 March, 2025.

The Company continues to be a Subsidiary Company of M&M. All
subsidiary companies of the Company are consequently subsidiary
companies of M&M.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES AS PER THE ACT

A report highlighting the performance of each of the subsidiaries,
associates and joint venture companies as per the Act, and their
contribution to the overall performance of the Company is provided
in the consolidated financial statement at Note No. 41.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE
COMPANIES

As per the Act, the Company has 21 subsidiaries including 6 joint
ventures and 4 associate companies, as on 31 March, 2026.

Mahindra World City (MWC), Chennai, is being implemented by
Mahindra World City Developers Limited (MWCDL), an 89:11
joint venture between the Company and the Tamil Nadu Industrial
Development Corporation Limited (TIDCO), respectively MWC,
Chennai is India's first integrated business city and corporate India's
first operational SEZ spread across 1,524 acres with a leasable
potential of 1,146 acres and comprising of multi-sector Special
Economic Zones (SEZs) and a Domestic Tariff Area (DTA) and
Residential & Social Zone (R&S). It is the first township in India to
receive the Green Township Certification (Stage I Gold certification)
from IGBC. MWC, Chennai has leased 100 percent of its existing
land inventory in the SEZ, DTA and Commercial, but continues to
offer lease options.

Mahindra World City (MWC), Jaipur, is being implemented by
Mahindra World City (Jaipur) Limited (MWCJL), a 74:26 joint
venture between the Company and Rajasthan State Industrial
Development & Investment Corporation Limited (RIICO), a
Government of Rajasthan enterprise, respectively. The project is
spread across 2,946 acres of land and offers multi product SEZ,
along with DTA and Social & Residential Infrastructure. In FY 2025¬
26, MWCJL continues its steady performance with leasing revenue
of ' 27,830.54 Lakhs and overall revenue of ' 33,255.30 Lakhs.

Mahindra Industrial Park Chennai Limited (MIPCL), is a 60:40 joint
venture between Mahindra World City Developers Limited (MWCDL)
and Sumitomo Corporation, Japan. The company has developed

an industrial cluster in North Chennai along the NH-16 corridor,
spread across approximately 441 acres, with a leasable potential
of 331 acres under the brand 'Origins by Mahindra World City'. As
of date, MIPCL has successfully leased 222 acres of industrial land.
The company reported a significant increase in leasing revenue,
reaching ' 25,704 lakhs in FY 2025-26, compared to ' 1,560 lakhs
in FY 2024-25, reflecting strong demand and business growth.
During FY 2025-26, MIPCL issued equity share capital of ' 1,500
lakhs on a rights basis, at a face value of ' 10 per share, at par, with
shares ranking pari passu, with existing equity shares. The proceeds
from this rights issue have been utilized for the acquisition of
land from the holding company, intended for the development of
'Phase 2 of Origins Chennai'.

Mahindra Industrial Park Private Limited (MIPPL), a wholly
owned subsidiary of the Company, has acquired around 340 acres
of contiguous land at Jansali near Ahmedabad for setting up an
industrial cluster having leasable potential of 255 acres.

Mahindra Homes Private Limited (MHPL), became a wholly-owned
subsidiary of MLDL during the year, consequent to the acquisition
of the entire stake in MHPL from Actis Mahi Holdings (Singapore)
Private Limited. MHPL is developing in collaboration with a developer
and landowning companies, a group housing project "Luminare” at
NCR on approximately 6.80 acres. It has completed a residential
project "Windchimes” at Bengaluru on approximately 5.90 acres.
After completion of first two phases, MHPL has launched third
phase of its existing residential project, 'Luminare - Phase 3' with
development potential of 0.44 msft. Recently, MHPL has received
the Occupation Certificate for Luminare - Phase 3 and is currently
in the process of securing the remaining requisite approvals to
complete the handover of the project.

Mahindra Bloomdale Developers Limited (MBDL), is a wholly
owned subsidiary of MLDL. MBDL completed its residential Project
'Bloomdale' in FY 2024 approximately on 25.2 acres at Multi-modal
International Hub Airport at Nagpur and developed 1.55 msft area
in the said Project. In Bloomdale except 2 units, all units are sold
out. In FY 2023, MBDL launched a residential project, 'Nestalgia'
at Pimpri, Pune on 3.2 acres of land parcel offering development
potential of approximately 0.53 msft. Project Nestalgia comprises
of two phases, in which MBDL has received Occupation Certificate
for Tower A and C of Phase 1 in December 2025 and for Tower
D of Phase 2 in March 2026. During the launch year, for Project,
'Nestalgia', the Company has sold 2.23 Lakh sq. ft. with ' 168
crore of sales value. As of date, a total saleable area of 5.15 lakh
sq. ft. has been launched, generating sales value amounting to
' 409 crore. Project's residential inventory is completely sold out.

Mahindra Happinest Developers Limited (MHDL) is a 51:49 joint
venture between the Company and HDFC Capital Affordable Real
Estate Fund - I (HDFC), respectively. Its project includes 'Happinest
Palghar 1 & 2', 'Mahindra Happinest Kalyan -1' having development
potential of upto 1.63 msft.

Shreyas Stones Private Limited (SSPL) owning Land parcels
of approx. 8 acres in the Bengaluru city was acquired by the
Company effective 27 June, 2025. Consequent to completion of
the said acquisition, SSPL become a whoLLy-owned subsidiary of the
Company.

Mahindra Blossom Developers Limited (MBLDL) was

incorporated on January 2, 2026, as a wholly-owned subsidiary
of the Company with an initial investment of '250 crore through
subscription to its equity share capitaL. SubsequentLy, pursuant to
a strategic partnership, the Company divested 49% of its equity
stake in favour of Mitsui Fudosan (Asia) Pte. Ltd. (MFA), resulting
in MBLDL becoming a 51:49 joint venture between the Company
and MFA, respectively. MBLDL is engaged in the development of
the residential project 'Mahindra Blossom' in Bengaluru, in line
with the Company's strategy of expanding its presence in key real
estate markets. During the year under review, the Company along
with MFA, invested ' 556.30 crore in MBLDL through subscription
to its equity shares and non-convertible debentures to fund the
development and execution of the project. The project has a total
development potential of approximately 1.35 msft, of which 0.78
msft has been sold, translating into a sales value of about ' 1,144
crore. As on date, the project has a current inventory of around 0.57
msft with an estimated value of ' 656 crore, and has achieved an
overall completion level of approximately 41%.

Mahindra Infrastructure Developers Limited (MIDL), a wholly
owned subsidiary of the Company, is an equity participant in
the project company namely, New Tirupur Area Development
Corporation Limited (NTADCL) implementing the Tirupur Water
SuppLy and Sewerage project.

Mahindra Water Utilities Limited (MWUL) is engaged in the
business of operation and maintenance services for water and
sewerage facilities at Tirupur, India and is a 98.99% subsidiary of
Mahindra Infrastructure Developers Limited and consequently, a
subsidiary of the Company.

Knowledge Township Limited (KTL), a wholly owned subsidiary of
the Company will be developing an industrial park in Maharashtra
under the brand 'Origins by Mahindra World City' for which the
Company is in the process of procuring the required land area. KTL
is focusing on completing the Land acquisition.

Deep Mangal Developers Private Limited (DMDPL) is a subsidiary
of Mahindra World City (Maharashtra) Limited and consequently a
subsidiary of the Company. DMDPL intends to develop approximately
1,300 acres Land at Murud on southern coast of Maharashtra as
a one-of-its kind tourist destination catering to gLobaLLy growing
need of hoListic heaLthcare and weLLness tourism, besides promoting
adventure and heritage tourism.

Anthurium Developers Limited (ADL) a whoLLy-owned subsidiary
of the Company Launched and progressed "Mahindra Rainforest”, a
~25 acre landmark mixed-use development at LBS Marg,
Kanjurmarg, Mumbai, comprising residential, commercial, and
retaiL components, with residentiaL Phase 1 and Phase 2 having
an estimated GDV of ~'3,000 crore; the project offers premium
2 and 3 BHK residences. The project has received encouraging
market response and is expected to contribute meaningfully to the
Company's growth and future revenue visibiLity

Mahindra World City (Maharashtra) Limited, Industrial Township
(Maharashtra) Limited, Moonshine Construction Private Limited
and Mahindra Knowledge Park (Mohali) Limited, subsidiaries of
the Company and Mahindra Inframan Water Utilities Private
Limited, Joint Venture of the Company are evaluating viable
business opportunities.

The PoLicy for determining materiaL subsidiaries as approved
by the Board is uploaded on the Company's website and can be
accessed at Web-Link:https://mldlprodstorage.blob.core.windows.
net/live/2025/02/Policy-for-Determining-Material-Subsidiaries.pdf

During the FY 2025-26, Mahindra World City Developers Limited,
Mahindra World City (Jaipur) Limited, Mahindra Industrial Park
Chennai Limited and Mahindra Happinest Developers Limited were
unListed materiaL subsidiaries of the Company.

ASSOCIATE COMPANIES

The Company has partnered with Actis, a Leading gLobaL investor
in sustainabLe infrastructure, for deveLoping industriaL and Logistics
reaL estate faciLities across India. As a part of the arrangement, the
Company or its AffiLiates and Actis or its AffiLiates wiLL jointLy invest
in Asset Owning SPVs and in an entity that wiLL provide business
services to the Asset Owning SPVs (Service Entity) in form of equity
and/or other securities. Accordingly, in FY 2022-23, the Company,
Omega Warehouse Holdings 1 Limited and Omega Warehouse
Holdings 2 Limited, Omega being affiliate entities of Actis, had
formed a Service Entity nameLy AmpLe Parks and Logistics Private
Limited (earLier known as AMIP IndustriaL Parks Private Limited),
in the ratio of 26:74 respectively. During the FY 2023-24, the
Company and Actis / its Affiliates had invested in the ratio of 33:67,
respectiveLy, in AmpLe Park Project 1 Private Limited (formerLy
known as InterLayer Two Warehousing Private Limited) and AmpLe
Park Project 2 Private Limited (formerLy known as InterLayer Three
Warehousing Private Limited), both Asset Owning SPVs, resuLting in
them becoming associate companies of the Company During the
FY 2024-25, the Company and Actis / its Affiliates had invested
in the ratio of 26:74, respectiveLy, in AmpLe Parks MMR Private
Limited (formerLy known as AMIP Project 1 Private Limited) Asset
Owning SPV, resuLting in it becoming an associate company of the
Company.

Except above, no other company became or ceased to be a
Subsidiary / Associate / Joint Venture company of the Company

A Report on the performance and financial position of each of the
subsidiaries, associates and joint venture companies included in the
Consolidated Financial Statements and their contribution to the
overall performance of the Company, is provided in Form AOC-1
and forms part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements of the Company, its
subsidiaries, associates and joint ventures prepared in accordance
with the Act and applicable Indian Accounting Standards along with
all relevant documents and the Auditors' Report form part of this
Annual Report. The Consolidated Financial Statements presented
by the Company include the financial results of its subsidiary
companies, associates and joint ventures.

In terms of Section 136 of the Act, the audited financial statement
of each of the subsidiaries is placed on the website of the Company
at web link:https://www.mahindralifespaces.com/investor-
center/?categorv=annual-reports

INTERNAL FINANCIAL CONTROLS

The Corporate Governance Policies guide the conduct of affairs
of the Company and clearly delineate the roles, responsibilities
and authorities at each level of its Governance Structure and Key
Functionaries involved in Governance. The Code of Conduct for
Senior Management and Employees of the Company (the Code of
Conduct) commits Management to financial and accounting policies,
systems and processes. The Corporate Governance Policies and the
Code of Conduct stand widely communicated across the Company
at all times.

The Company's Financial Statements are prepared on the basis of
the Accounting Policies that are carefully selected by Management
and approved by the Audit Committee and the Board. These
Accounting Policies are reviewed and updated from time to time.

The Company uses SAP ERP Systems as a business enabler and to
maintain its Books of Account. The transactional controls built into
the SAP ERP systems ensure appropriate segregation of duties,
appropriate level of approval mechanisms and maintenance of
supporting records Internal audits review the overall effectiveness
of the risk management measures and controls and their findings
and recommendations are reviewed by the Audit Committee.

The Company has in place adequate internal financial controls
with reference to the Financial Statements commensurate with
the size, scale and complexity of its operations. The Company's
Internal Financial Controls were deployed through Internal Control
- Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO),
that addresses material risks in the Company's operations and
financial reporting objectives.

Such controls have been assessed during the year taking into
consideration the applicable components of internal controls
stated in the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting issued by The Institute of Chartered
Accountants of India. Based on the results of such assessments
carried out by the Management, no reportable material weakness
or significant deficiencies in the design or operation of internal
financial controls was observed.

The Company recognizes that the Internal Financial Controls cannot
provide absolute assurance of achieving financial, operational and
compliance reporting objectives because of its inherent limitations.
Also, projections of any evaluation of the Internal Financial Controls
to future periods are subject to the risk that the Internal Financial
Controls may become inadequate because of changes in conditions
or that the degree of compliance with the policies or procedures
may deteriorate. Accordingly, regular audits and review processes
ensure that such systems are reinforced on an ongoing basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Company's performance is discussed in
the Management Discussion and Analysis Report, which forms part
of this Annual Report.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a Certificate from
Practicing Company Secretary, regarding compliance with the
conditions of Corporate Governance as stipulated under Schedule
V of the Listing Regulations forms part of this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

The Company has established a vigil mechanism by adopting a
Whistle Blower Policy for stakeholders including directors and
employees of the Company and their representative bodies to
freely report / communicate their concerns / grievances about
illegal or unethical practices in the Company, actual or suspected,
fraud or violation of the Company's Code or Policies. The vigil
mechanism is overseen by the Audit Committee and provides
adequate safeguards against victimisation of stakeholders who use
such mechanism.

It provides a mechanism for stakeholders to approach the
Chairman of Audit Committee or the Business Ethics & Governance
Committee (BEGC) consisting of functional heads and one of the
Senior officials as a convenor member. The Company has put in
place an Ethics helpline managed by an external agency to ensure
that any violations to its Code of Conduct (including violation of
Human rights) are addressed objectively. Stakeholders may report
any unethical behaviour or violations athttps://ethics.mahindra.
comor call toll free number: 000 800 1004175.

The Whistle Blower Policy of the Company is in accordance with
the Act and Listing Regulations and the same is available at web
Linkhttps://mldlprodstorage.blob.core.windows.net/live/2025/01/
Whistle-Blower-Policy MLDL Revised-24^tt-Ilan-2025.pdf

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

The Company has zero tolerance towards sexual harassment at
its workplace and has adopted a Policy for Prevention of Sexual
Harassment in line with the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013 ("POSH Act”) to provide a safe, secure and enabling
environment, free from sexual harassment. Internal Complaints
Committees ("ICC”) have been constituted to redress complaints
of sexual harassment and the Company has complied with the
provisions relating to the constitution of ICC under the Act. While
maintaining the highest governance norms, ICC are constituted
for various locations. More than half of the total members of the
ICC are women. The external members with requisite experience
in handling such matters are also part of the ICC. The ICC is
presided over by a senior woman employee in each case. Inquiries
are conducted and recommendations are made by the ICC for
respective locations.

All employees are briefed on the POSH Policy during induction. The
Company also actively conducts various trainings and sensitisation
programs across all its locations and verticals on a periodical basis
to increase awareness about the Policy and the provisions of POSH
Act amongst employees. During the financial year, mandatory
training on POSH were conducted online with an improved and
interactive approach. Training to ICC members was also imparted.

The Company did not receive any complaints under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ("POSH Act”) during the year Further, as on
the date of this Report, no complaints remain pending under the
POSH Act.

MATERNITY BENEFITS

The Company is in compliance with the applicable provisions of
the Maternity Benefit Act, 1961, and has established appropriate
policies, systems, and processes to ensure continuous adherence
to statutory requirements.

RISK MANAGEMENT

The Company has a well-defined risk management framework in
place. The risk management framework works at various levels
across the Company. These levels form the strategic defence cover

of the Company's risk management. The Company has a robust
organizational structure for managing and reporting on risks.

The Company has constituted a Risk Management Committee
(RMC) of the Board which is authorized to monitor and review
risk management process. As on 31 March, 2026, the Risk
Management Committee of the Company comprises one
Non-Executive Independent Director, Ms. Amrita Verma Chowdhury;
two Non-Executive Non-Independent Directors, Ms. Rucha
Nanavati and Mr. Milind Kulkarni; Managing Director & CEO,
Mr Amit Kumar Sinha and Chief Financial Officer (CFO), Mr Sriram
Kumar. Ms. Amrita Verma Chowdhury is the Chairperson of the
Committee. During the year Mr Sriram Kumar was appointed as
a member of the RMC effective 1 November, 2025 consequent
to resignation of Mr. Avinash Bapat as CFO of the Company from
the close of 31 October, 2025 due to his transfer within Mahindra
Group. The role of the Committee inter alia, includes, formulation,
overseeing and implementation of risk management policy, business
continuity plan, and to ensure that appropriate methodology,
processes and systems are in place to monitor and evaluate risks
associated with the business of the Company. The Committee is
also empowered, inter alia, to review and recommend to the Board
modifications to the Risk Management Policy

The Company has developed and implemented a Risk Management
Policy which is approved by the Board. The Risk Management Policy,
inter alia, includes identification of risks, including cyber security
and related risks and also those which in the opinion of the Board
may threaten the existence of the Company. Risk management
process has been established across the Company and is designed
to identify, assess and frame a response to threats that affect the
achievement of its objectives. Further, it is embedded across all the
major functions and revolves around the goals and objectives of
the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

The Company has integrated sustainability within the products it
develops, operates, and maintains, and also across its operations.
The Company is committed to demonstrate integration of
Climate Responsive Design (CRD) in its green certified portfolio
of products and is recognized for leading the Net Zero movement
across real estate in India. Sustainability is, thus, a core agenda for
the Company. As stipulated in Regulation 34(2)(f) of the Listing
Regulations, the Business Responsibility and Sustainability Report
("BRSR”) of the Company, in the prescribed format is available as a
separate section and forms part of this Integrated Annual Report.
The BRSR is also uploaded on the website of the Company and can
be accessed at the weblink:https://www.mahindralifespaces.com/
investor-center/?category=annual-reports

BOARD & COMMITTEES
Directors

The Board of Directors is duly constituted as per the provisions
of the Act and Listing Regulations with an optimum combination
of Executive and Non-Executive Directors (including Independent
Directors), which comprises of Mr. Ameet Hariani, Ms. Amrita Verma
Chowdhury and Mr. Anuj Puri as Non-Executive Independent
Directors, Dr. Anish Shah, Ms. Rucha Nanavati and Mr. Milind
Kulkarni as Non-Executive Non-Independent Directors. Mr. Amit
Kumar Sinha as Managing Director and Chief Executive Officer
(MD & CEO) of the Company. Mr Ameet Hariani, Independent
Director, is the Chairman of the Board and the Company. During the
year, Ms. Asha Kharga resigned as Non-Executive Non-Independent
Director of the Company effective from the conclusion of the Board
meeting held on 13 March 2026 due to transition into a new role
within the Mahindra Group.

Retirement by rotation

In terms of Section 152 of the Act, Mr. Amit Kumar Sinha
(DIN: 09127387) Executive Non-Independent Director, during his
tenure as the MD & CEO of the Company retires by rotation at the
ensuing Annual General Meeting (AGM) of the Company and being
eligible, has offered himself for re-appointment.

Mr. Amit Kumar Sinha has consented to act as a director and is
not disqualified from being re-appointed as Director in terms of
Sections 164 and 165 of the Act read with applicable rules made
thereunder. He is not debarred from holding the office of Director
by virtue of any order issued by SEBI or any other such authority.
He is not related to any other Directors/Key Managerial Personnel
of the Company.

The Board, basis recommendation of the NRC, recommends his
re-appointment as MD & CEO of the Company, for approval of
the Members at the ensuing AGM. Mr. Amit Kumar Sinha shall
be considered as a Director for the purpose of determining the
Directors subject to retirement by rotation. Such retirement and
subsequent re-appointment shall not, unless he is not reappointed
as a Director, be deemed to constitute a break in his tenure as the
MD & CEO. Brief profile and other details of Mr. Amit Kumar Sinha in
terms of the Act, Listing Regulations and Secretarial Standards on
General Meeting, is provided in the Corporate Governance Report
forming part of the Annual Report.

Director re-appointed during the Financial Year 2025-26

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from each of the
Independent Directors confirming that they meet the criteria of
independence as provided in the Act and Listing Regulations and

they continue to comply with the Code of Conduct laid down
under Schedule IV to the Act. There has been no change in the
circumstances affecting their status as Independent Directors of
the Company. The Independent Directors of the Company have
confirmed that they are registered in the Independent Directors
data bank maintained by the IICA and unless exempted, have also
passed the online proficiency self-assessment test conducted by
IICA. The Independent Directors have also confirmed that they are
not aware of any circumstance or situation that exists or may be
reasonably anticipated that could impair or impact their ability to
discharge their duties with an objective independent judgment
and without any external influence. The Board of the Company,
after taking these declarations on record and undertaking due
veracity of the same, concluded that the Independent Directors
of the Company are persons of integrity and possess the relevant
expertise, experience and proficiency to qualify as Independent
Directors of the Company and are independent of the Management
of the Company

PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, the
NRC formulated criteria for effective evaluation of the performance
of the Board, its Committees, Individual Directors, Chairman and the
MD & CEO. Accordingly, the performance evaluation was carried
out by the NRC and the Board of Directors. Further, pursuant
to Schedule IV of the Act and Regulation 17(10) of the Listing
Regulations, the evaluation of Independent Directors was done
by the Board of Directors, excluding the Director being evaluated.
The Independent Directors in a separate meeting carried out the
evaluation of the performance of the Chairman of the Company,
considering the views of Executive and Non-Executive Directors,
the performance of the Non-Independent Directors and the Board
as a whole, and also assessed the quality, quantity and timeliness of
flow of information between the Management and the Board that
is necessary for the Board to effectively and reasonably perform
their duties. The NRC, at its meeting, reviewed the evaluation results
as well as the implementation and compliance of the evaluation
process.

For performance evaluation, structured questionnaires, covering
various aspects of the evaluation such as adequacy of the size and
composition of the Board and Committee thereof with regard to
skill, experience, independence, diversity, attendance and adequacy
of time given by the Directors to discharge their duties, Corporate
Governance practices, etc. were circulated to the Directors for the
evaluation process.

The evaluation results were discussed by the Board, NRC and the
Independent Directors at their respective meetings. All Directors of
the Company as of 31 March, 2026, were engaged in this evaluation
process. The outcome of the assessment connote transparent and
free-flowing discussions during meetings, the adequate Committee
compositions and satisfactory meeting frequencies leading to the
identification of actionable suggestions. The Directors conveyed

their satisfaction with the evaluation process, and the NRC verified
the effectiveness of the "questionnaire” as a methodological
approach for performance evaluation.

FAMILIARISATION PROGRAM FOR INDEPENDENT
DIRECTORS

The Company provides opportunities for its directors to familiarize
themselves with its operations, management, and values. Upon
appointment, independent directors receive a formal letter
outlining their roles, responsibilities, and engagement terms.
Senior management, including the Managing Director & CEO, offers
overviews and briefings to ensure directors are well-informed about
company operations, values and commitments. This program enables
directors to effectively contribute to the organization's growth
and success. Quarterly Board Meetings feature presentations
covering industry outlook, competition updates, company overview,
operations, financial highlights, regulatory updates, and internal
control over financial reporting. These updates not only keep
Directors informed but also offer opportunities for interaction with
the Management.

Details of familiarisation programs imparted during the financial
year are in accordance with the requirements of the Listing
Regulations are available on the Company's website which can be
accessed at the weblink:https://mldlprodstorage.blob.core.windows.
net/live/2026/05/Famirilisation-lndependent-Directors-FY26.pdf

POLICIES

Your Company has adopted the following Policies which, inter
alia, include the criteria for determining qualifications, positive
attributes and independence of a Director:

a) Policy on Appointment of Directors and Senior Management
and Succession Planning for Orderly Succession to the Board
and the Senior Management;

b) Policy for Remuneration of the Directors:

c) Policy for Remuneration of Key Managerial Personnel and
Employees.

Policy a) mentioned above includes the criteria for determining
qualifications, identification of persons who are qualified to become
Directors and who may be appointed in the Senior Management
Team in accordance with the criteria laid down in the said Policy
succession planning for Directors and Senior Management, and
Policy statement for Talent Management framework of the
Company.

Policy b) mentioned above sets out the approach for compensation
of Directors.

Policy c) mentioned above sets out the approach for compensation
of Key Managerial Personnel and other employees of the Company

Policies mentioned at a), b) and c) above are available on the
website and can be accessed at the web-link:https://www.
mahindralifespaces.com/investor-center/?categorv=code-policies

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Directors, based on
the representations received from the operating management and
after due enquiry, confirm that:

(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper
explanation relating to material departures;

(b) they had 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 at the end of the Financial
Year 31 March, 2026 and of the profit of the Company for
that period;

(c) they had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;

(d) they had prepared the annual accounts on a going concern
basis;

(e) they had laid down internal financial controls to be followed
by the Company and that such internal financial controls are
adequate and are operating effectively; and

(f) they had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems
were adequate and operating effectively.

BOARD MEETINGS

During the Financial Year ended 31 March, 2026, ten Board
Meetings were held on the following dates: 25 April, 2025,
13 May, 2025, 19 May, 2025, 25 July, 2025, 18 September,

2025, 31 October, 2025, 23 December, 2025, 2 February,

2026, 9 February, 2026, and 13 March, 2026. For details of
meetings and attendance of Directors of the Board, please refer
to the Corporate Governance Report, which is a part of this
Annual Report.

ANNUAL GENERAL MEETING (AGM)

The 26^th AGM of the Company was held on Friday, 25 July, 2025
through audio-video conference/other audio-visual means.

The 27^th AGM of the Company will be held on Thursday,
23 July 2026, through audio-video conference/other audio-visual
means to discuss the business as stated in the AGM Notice.

MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company hold meetings, without
the presence of other Directors or the Management of the
Company These discussions primarily revolve around evaluating
the performance of Non-Independent Directors, the collective
Board, and the Chairman (integrating perspectives from Executive
and Non-Executive Directors). A key focus is also placed on
assessing the quality, volume, and timeliness of information shared
between the Company's Management and the Board, essential
for the Board's effective functioning. All Independent Directors
were present at their meeting on 12 March, 2026, during the
financial year.

AUDIT COMMITTEE

As on 31 March, 2026, the Audit Committee of the Company
comprises three Non-Executive Independent Directors, Mr. Ameet
Hariani, Ms. Amrita Verma Chowdhury Mr. Anuj Puri and one
Non-Executive, Non-Independent Director, Mr Milind Kulkarni.
Mr. Ameet Hariani is the Chairman of the Audit Committee.

All members of the Audit Committee are financially literate and
possess accounting and financial management knowledge. The
details of the same are provided under the head Skills/Expertise/
Competence of the Board of Directors in the Corporate Governance
Report. The Company Secretary is the Secretary to the Committee.
The MD & CEO, Chief Financial Officer, the Internal Auditors and
Statutory Auditors are periodically invited to attend the Audit
Committee Meetings. The significant audit observations and
corrective actions, as may be required and taken by the Management
are presented to the Audit Committee. The Board has accepted all
recommendations made by the Audit Committee from time to time.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As on 31 March, 2026, the CSR Committee comprise one
Independent Director, Ms. Amrita Verma Chowdhury, one
Non-Executive Non-Independent Director, Ms. Rucha Nanavati and
Mr. Amit Kumar Sinha (MD & CEO). Ms. Amrita Verma Chowdhury
is the Chairperson of the Committee. Ms. Rucha Nanavati was
appointed as a member of the CSR Committee with effect from the
conclusion of the Board Meeting held on 13 March 2026, following
the cessation of Ms. Asha Kharga as a Director of the Company .

The role of the Committee, inter alia, is to formulate and recommend
to the Board, and monitor CSR Policy, expenditure to be incurred on
the CSR activities, an annual action plan in pursuance of its CSR
policy and review the impact of the undertaken CSR projects in the
financial year

The objective of the CSR Policy is to:

• Promote a unified approach to CSR to incorporate under
one umbrella the diverse range of the Company's philanthropic
activities, thus enabling maximum impact of the CSR initiatives;

• Ensure an increased commitment at all levels in the
organisation, to operate in an economically, socially and
environmentally responsible manner while recognising the
interests of all its stakeholders;

• Encourage employees to participate actively in the Company's
CSR and give back to the society in an organised manner
through the employee volunteering program called Employee
Social Options.

The Company's CSR policy is available on the Company's weblink at
https://mldlprodstorage.blob.core.windows.net/live/2025/07/MLDL-
CSR-Policy.pdf

The Company registered an average loss during the immediately
preceding three Financial Years and therefore, the provision with
respect to CSR expenditure was not applicable for the Financial
Year ended on 31 March, 2026.

The annual report on the CSR activities is attached herewith and
marked as Annexure 2 to this Report.

OTHER BOARD COMMITTEES

Details of other Board Committees, their compositions, Meetings
held, attendance of the Members at the Committee Meetings are
provided in the Corporate Governance Report. The composition
of the Board Committees is also uploaded on the website of
the Company and can be accessed through the weblink:https://
mldlprodstorage.blob.core.windows.net/live/2026/04/MLDL
Composition-Board-Commitee 16.03.2026.pdf

KEY MANAGERIAL PERSONNEL (KMP)

As on 31 March, 2026, details of Key Managerial Personnel under
the Act are given below:

* appointed effective 1 November, 2025

# appointed effective 31 October, 2025

During the year, Ms. Bijal Parmar, Assistant Company Secretary &
Compliance Officer of the Company temporarily stepped down
from her position with effect from close of 24 April, 2025 to

avail maternity Leave. Consequent thereto, Ms. Snehal PatiL was
appointed as an Interim Company Secretary and Compliance
Officer effective 25 April, 2025, who resigned from the said
position effective 31 August, 2025 to pursue opportunities
outside the Company. Thereafter, Ms. Bijal Parmar was appointed
as Company Secretary & Compliance Officer effective 31 October,
2025. Further, Mr. Avinash Bapat ceased as a Chief Financial
Officer of the Company effective from close of 31 October,
2025 on account of his transition to a new role within Mahindra
Group. Consequent thereto, Mr Sriram Kumar was appointed as a
Chief Financial Officer with effect from 1 November, 2025.

AUDITORS

Messrs Deloitte Haskins & Sells LLP, Chartered Accountants
(ICAI Firm Registration Number 117366W/W-100018) were
re-appointed as the Statutory Auditors of the Company to hold
office for a second term of 5 years from the conclusion of the
23^rd Annual General Meeting held on 27 July, 2022 until the
conclusion of the 28^th Annual General Meeting of the Company to
be held in the year 2027.

The Statutory Auditors' Reports on the Annual Audited Standalone
and Consolidated Financial Statements for the FY 2025-26 forms
part of this Annual Report and is unmodified i.e., they do not contain
any qualification, reservation, or adverse remark or disclaimer

The Company has also received a certificate from Messrs Deloitte
Haskins & Sells LLP, Chartered Accountants confirming their
eligibility to continue as Statutory Auditors in accordance with
the provision of Sections 139 and 141 of the Act read with Rules
framed thereunder.

COST AUDIT AND RECORDS

The Board of Directors, on recommendation of the Audit
Committee, had appointed CMA Vaibhav Prabhakar Joshi, Practising
Cost Accountant, Mumbai (Firm Registration No. 101329), as Cost
Auditor of the Company to conduct audit of the cost records
maintained by the Company for the FY 2025-26. CMA Vaibhav
Prabhakar Joshi has confirmed that his appointment is within the
limits of Section 141(3)(g) of the Act and has also certified that he
is free from any disqualification specified under Section 141 and
proviso to Section 148(3).

As per the provisions of the Act, the remuneration payable to the
Cost Auditor is required to be placed before the Shareholders in
a General Meeting for their ratification. Accordingly, pursuant
to recommendation of the Audit Committee and approval of
the Board, a resolution seeking Shareholders' ratification for
remuneration payable to CMA Vaibhav Prabhakar Joshi, Practising
Cost Accountant is included in the notice of the ensuing Annual
General Meeting.

The Company is required to maintain cost records as specified
under Section 148 of the Act and such accounts and records are
made and maintained by the Company for the FY 2025-26.

SECRETARIAL AUDIT

The Members at the 26^th Annual General Meeting held on
25 July 2025, appointed M/s Martinho Ferrao & Associates,
Practising Company Secretaries, (FCS Number: 6221 and Certificate
of Practice Number: 5676) as Secretarial Auditors of the Company
for the term of 5 (five) consecutive years commencing from
FY 2025-2026 to FY 2029-2030.

The Secretarial Audit Report for the Financial Year ended
31 March, 2026, is annexed herewith and marked as
Annexure 3 to this Board's Report. The Secretarial Audit Report
does not contain any qualification, reservation or adverse remark
or disclaimer

The Secretarial Auditors have confirmed that they have subjected
themselves to the peer review process of Institute of Company
Secretaries of India (ICSI) and hold valid certificate issued by the
Peer Review Board of the ICSI.

SECRETARIAL AUDIT OF UNLISTED MATERIAL INDIAN
SUBSIDIARY

For the FY 2025-26, Mahindra World City Developers Limited,
Mahindra World City (Jaipur) Limited, Mahindra Industrial Park
Chennai Limited and Mahindra Happinest Developers Limited, were
the unlisted material subsidiaries of the Company None of the
Secretarial Audit Reports contain any qualification, reservation,
adverse remark or disclaimer. The Secretarial Audit Reports of
material subsidiaries for the Financial Year ended 31 March, 2026,
are annexed herewith and marked as Annexure 4 to this Report.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE ACT

The Company is engaged in business of real estate development
(Infrastructural facilities) and hence the provisions of Section 186
of the Act related to any loans made or any guarantees given, or
any securities provided, or any investments made by the Company
are not applicable. However, the details of the investments made,
and loans given are provided in the standalone financial statement
at Note Nos. 6 and 14.

CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

The Company has in place a robust process for approval of
Related Party Transactions and for dealing with Related Parties.
As per the process, necessary details for each of the Related Party
Transactions, as applicable, along with the justification are placed
before the Audit Committee in terms of the Company's Policy on

Materiality of and on Dealing with Related Party Transactions and
as required under the SEBI Master Circular No. HO/49/14/14(7)20
25-CFD-POD2/I/3762/2026 dated January 30, 2026 (as amended
from time to time), issued for compliance with the provisions of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. Prior omnibus approval of the Audit Committee is obtained
for Related Party Transactions which are repetitive in nature, in
accordance with the applicable provisions of the Act and the SEBI
Listing Regulations. All material Related Party Transactions and
material modifications thereto, if any, were entered into only after
obtaining approval of the Company's shareholders. All Related Party
Transactions entered into during the year were in the ordinary
course of business and on an arm's length basis.

The Company has entered into Material Related Party Transactions
as per the provisions of the Act and the details of the said
transactions as required under section 134(3)(h) of the Act are
given in Form AOC-2 as Annexure 5, which forms part of this
Board's Report.

The Policy on Materiality of and on Dealing with Related Party
Transactions as approved by the Board is uploaded on the
Company's website and can be accessed at the Web-link:https://
mldlprodstorage.blob.core.windows.net/live/2026/04/9.Policy-on-
Materiality-of-and-dealing-with-RPTs-PDF Final.pdf

The Directors draw attention of the members to Note No. 35 to
the standalone financial statement which sets out related party
disclosures.

DEPOSITS, LOANS, ADVANCES AND OTHER
TRANSACTIONS

Your Company has not accepted any deposits from public or its
employees and, as such no amount on account of principal or
interest on deposit were outstanding as on 31 March, 2026. The
Company does not have any Non-Convertible Securities listed on
any stock exchanges. The details of loans and advances are provided
in the standalone financial statement at Note No. 38.

Further, details of the transactions of the Company, with the
promoter and holding company, M&M, in the format prescribed in
the relevant accounting standards for annual results, are given in
Note No. 35 to the standalone financial statement.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

Information relating to the Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo as per
Section 134(3)(m) of the Act read with the Rule 8(3) of the
Companies (Accounts) Rules, 2014 is given in Annexure 6 to this
Report.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

Disclosures with respect to the remuneration of Directors, KMPs
and employees as required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are given in Annexure 7 to
this Report.

Details of employees remuneration as required under provisions of
Section 197(12) of the Act read with Rule 5(2) & 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are available on your Company's website at: www.
mahindralifespaces.com

DISCLOSURE IN RESPECT OF REMUNERATION DRAWN
BY THE MANAGING DIRECTOR FROM HOLDING OR
SUBSIDIARY COMPANY

Mr. Amit Kumar Sinha joined Mahindra Group in November 2020
and was employed with M&M, holding company of the Company, as
President - Group Strategy. As an employee of M&M, Mr. Sinha had
been granted stock options of M&M which continued to vest with
Mr. Sinha on the terms and conditions as specified in the letter
of grant or on such terms modified by M&M, from time to time,
including during the period of his appointment as MD & CEO with
the Company. At the ensuing AGM, the approval of shareholders will
be sought for payment of remuneration to the MD & CEO, the
details of which are set out in the Notice convening 27^th Annual
General Meeting.

Except as mentioned herein, Mr. Amit Kumar Sinha did not receive
any other remuneration from Holding/Subsidiaries of the Company
during FY 2025-26.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies
Act, 2013 read with Rule 12(1) of the Companies (Management and
Administration) Rules, 2014, a copy of the Annual Return is placed
on the website of thehttps://www.mahindralifespaces.com/investor-
center/?categorv=annual-reports

REGISTERED OFFICE

During the year the Registered office the Company was changed
from 5^th Floor, Mahindra Towers, Worli, Mumbai - 400018 to
4^th Floor, A Wing, Mahindra Towers, Worli, Mumbai - 400018 effective
from 31 October, 2025.

GENERAL

• The Directors have devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards and that such systems are adequate and operating
effectively.

• There has been no change in the nature of business of your
Company or the subsidiaries.

• No fraud has been reported during the audit conducted by the
Statutory Auditors, Secretariat Auditors and Cost Auditors of
the Company.

• During the year, no revision was made in the previous financial
statements or the Board's report of the Company.

• During the year, the Company has not made any application
under the Insolvency and Bankruptcy Code, 2016.

• During the year, the Company has not made any one-time
settlement for loans taken from the Banks or Financial
Institutions, and hence 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
is not applicable.

• No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going
concern status and Company's operation in future.

ACKNOWLEDGMENT

The Directors would like to thank all shareholders, customers,
bankers, contractors, suppliers, joint venture partners and
associates of your Company for the support received from them
during the year. The Directors would also like to place on record
their appreciation of the dedicated efforts put in by the employees
of the Company.

For and on behalf of the Board

Ameet Hariani

Chairman
DIN: 00087866

Date: 28 April, 2026
Place: Mumbai