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Directors Report of DLF Ltd.

Mar 31, 2023

The Board of Directors have pleasure in presenting their 58^th Annual Report on the business and operations of the Company, together with the audited financial statements for the Financial Year (FY) ended 31 March 2023.

Financial and Operational Highlights

('' in crore)
Particulars	Consolidated		Standalone
	2022-23	2021-22	2022-23	2021-22
Total income	6,012	6,138	5,173	4,657
Total expenses	4,510	4,749	2,434	2,747
Profit before exceptional items, tax, share of profit in associates and joint ventures	1,502	1,389	2,739	1,910
Exceptional items (net)	-	(224)	-	(235)
Profit before tax, share of profit in associates and joint ventures	1,502	1,165	2,739	1,675
Less: Tax expense (Current tax including earlier years and Deferred Tax)	401	321	428	340
Profit after tax before share of profit (net) in associates and joint ventures	1,101	844	2,311	1,335
Share of Profit in associates and joint ventures (net)	933	656
Net Profit for the Year	2,034	1,500	2,311	1,335
Other Comprehensive Income	17	13	6	0.13
Total Comprehensive Income	2,051	1,513	2,317	1,335

Financial Performance Review and Analysis

Consolidated revenue (including other income) stood at '' 6,012 crore, a 2% drop from the previous period. Total operating expenses (excluding finance costs, depreciation and amortisation expense) were '' 3,969 crore. Consolidated EBITDA stood at '' 2,043 crore, reflecting a drop of 6% from the previous year. The drop in the EBITDA was primarily on account of lower other income as compared to the previous period and higher expenses driven by business scale. Continued focus on debt reduction led to a significant drop in the finance costs during the period which were recorded at '' 392 crore, a reduction of 37% as compared to the previous year.

Your Company recorded a total comprehensive income of '' 2,051 crore during the year as compared to '' 1,513 crore in the previous year after accounting for share of profit in DLF Cyber City Developers Limited (DCCDL), a material subsidiary, and other jointly controlled entities/ associates. The 36% growth in the comprehensive income is attributable to high

profit growth of 43% in DCCDL along with a significant reduction in finance costs.

DLF Cyber City Developers Limited

DCCDL reported a consolidated total income of '' 5,410 crore, reflecting a 19% growth over the previous period primarily led by the rental growth in the office and retail portfolio. DCCDLs consolidated EBITDA stood at '' 4,139 crore in FY 2022-23 in comparison to '' 3,488 crore in FY 2021-22. Total comprehensive income stood at '' 1,429 crore, reflecting a 43% growth over last year.

Review of Business

Development Business

The development business exhibited record performance across all parameters. Sustained demand momentum along with quality offerings resulted in the residential business delivering record sales for the period. Cumulative new sales bookings for the fiscal were recorded at '' 15,058 crore, reflecting a 107% growth over previous period.

Our luxury offering - The Arbour at Sector 63, Gurugram, created a new benchmark in residential sales by setting a record of being entirely sold out during the pre-formal launch phase garnering new sales bookings in excess of '' 8,000 crore. The success of this project stands as a testament of the immense faith that our customers have reposed towards our brand and a strong endorsement towards an aspirational lifestyle.

Your Company continued to witness similar response to its other offerings across multiple markets and segments. A few noteworthy launches for this fiscal included The Grove at DLF5, Garden City Enclave at Sector 93 at Gurugram and The Valley Gardens at Panchkula.

The sustained demand momentum and increasing consumer interest enthuses us to diligently work on newer offerings and hence your Company has identified a strong potential of ~1.02 million square meters (msm) [11 million square feet (msf)] of new products with a sales potential of 19,700 crore. In addition to these new offerings, your Company also has a launched inventory worth 7,300 crore.

Annuity Business

The recovery across the office segment remains gradual on account of continued global macro headwinds. The occupancy of the existing portfolio improved to ~89% at the end of the fiscal. The office business exhibited ~13% growth over last year, primarily on account of rental escalations, mark to market rentals and rental commencement of new assets viz. DLF Downtown Block 2 & 3, Gurugram.

The retail business continued its growth trajectory by delivering 59% growth as compared to the previous year.

All retail malls continue to operate at high occupancy levels and deliver healthy growth. Demand growth across retail malls remains sustained and hence expansion plans in this segment remain on track.

Dividend

The Board has recommended a dividend of '' 4/- per equity share (200%) (previous year '' 3/- per equity share) of the face value of '' 2/- each for FY 2022-23, payable to those shareholders, whose names appear in the Register of Members/ Beneficial ownership list provided by the depositories on the record date.

The total outgo on account of payment of dividend for FY 2022-23 would be '' 990.12 crore (previous year '' 742.59 crore).

The dividend payout is in accordance with the prevalent applicable laws and the Company''s Dividend Distribution Policy. The said policy is available on the website of the Company at https://www.dlf.in/pdf/Dividend%20 Distribution%20Policy.pdf.

Capital Structure

The paid-up equity share capital of the Company is '' 495.06 crore comprising 2,47,53,11,706 equity shares of '' 2/- each fully paid-up. There is no change in the authorised, issued and paid-up share capital of the Company during FY 2022-23.

Redemption of Debentures

During FY, the Company exercised the option to prepay and has fully redeemed 5,000 Senior, Secured, Rated, Listed, Redeemable Rupee denominated Non-Convertible Debentures (NCDs) of face value of '' 10,00,000/- each, aggregating to '' 500 crore on 24 March 2023, one year before the due date of redemption, as per the Information Memorandum read with the Debenture Trust Deed.

Transfer to Reserves

During FY, the Company has not transferred any amount to the general reserve. In terms of the provisions of Section 71 of the Companies Act, 2013 (the ''Act'') read with Rule 18(7)(b)(iii)(B) of the Companies (Share Capital and Debentures) Rules, 2014, Debenture Redemption Reserve is not required to be created for privately placed debentures issued by listed companies, hence no amount was transferred to Debenture Redemption Reserve. Moreover, the said debentures were redeemed by the Company on 24 March 2023.

Credit Rating

The Company''s strong focus on financial capital coupled with financial discipline and prudence are reflected in the strong credit ratings ascribed by rating agencies, as under:

CRISIL
Instrument	Date of Rating	Rating	Remarks
Long-term bank facilities	16 September 2022	CRISIL AA-	Rating re-affirmed and outlook revised from ''Stable'' to ''Positive''
Short-term facilities	16 September 2022	CRISIL A1	Re-affirmed
Long-term bank facilities	29 March 2023	CRISIL AA	Rating on long-term bank facilities was upgraded from AA-(Positive Outlook) to Aa (Stable Outlook)
Short-term facilities	29 March 2023	CRISIL A1	Re-affirmed

ICRA
Instrument	Date of Rating	Rating	Remarks
Non-Convertible Debentures (since redeemed) and Long-term bank facilities	23 August 2022	[ICRA] AA-	Rating re-affirmed and outlook revised from ''Stable'' to ''Positive''
Short-term facilities		[ICRA] A1	Re-affirmed
Non-Convertible Debentures (since redeemed) and Long-term bank facilities	5 April 2023	[ICRA] AA	Rating on long-term bank facilities was upgraded from AA-(Positive Outlook) to Aa (Stable Outlook)
Short-term facilities		[ICRA] A1	Re-affirmed

Public Deposits

During the year under review, the Company has neither invited nor accepted/ renewed any deposits from the public within the meaning of Sections 73 and 74 of the Act read with Companies (Acceptance of Deposits) Rules, 2014.

Holding Company

Rajdhani Investments & Agencies Private Limited continued to be the holding company and holds 61.53% of paid-up equity share capital of the Company.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended, is given at Annexure-A and forms part of this Report.

Particulars of Employees

Pursuant to the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement listing names of the top 10 employees in terms of the remuneration drawn and other particulars of the employees drawing remuneration in excess of the limits set-out in the said Rules, are given at Annexure-E1 and E2 and forms part of this Report.

Subsidiaries, Joint Ventures, Associate Companies and Consolidated Financial Statements

As on 31 March 2023, the Company had 139 subsidiary companies in terms of the provisions of the Act. Further, details of changes in subsidiaries, joint ventures and associate companies during FY are given at Annexure-D and forms part of this Report.

Pursuant to the provisions of Section 129(3) of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (''SEBI Listing Regulations''), the Consolidated Financial Statements of the Company were prepared in accordance with the applicable Ind AS and forms part of the Annual Report. A statement containing the salient features of the financial statements of the Subsidiaries, Joint Ventures and Associates of the Company in Form AOC-1, as required under the Companies (Accounts) Rules, 2014, as amended, also forms part of the Notes to the financial statements. The highlights of the performance of Subsidiaries, Joint Ventures and Associates and their contribution to the overall performance of the Company are included as part of this Annual Report.

Pursuant to the provisions of Section 136 of the Act read with Regulation 46 of the SEBI Listing Regulations, Audited Financial Statements of the Company, including Consolidated Financial Statements, other documents required to be attached thereto and Audited Financial Statements of each of the subsidiaries, are available on the website of the Company and may be accessed at https://www.dlf. in/investor.

Material Unlisted Subsidiary(ies)

In terms of provisions of the SEBI Listing Regulations, your Company has a policy for determining ''Material Subsidiary'' and the said policy is available on the Company''s website at https://www.dlf.in/pdf/Material-Subsidiary-Policy.pdf.

As on 31 March 2023, your Company has four material unlisted subsidiaries namely, DLF Cyber City Developers Limited (Debt Listed Entity), DLF Assets Limited, DLF Power & Services Limited and DLF Home Developers Limited.

Amalgamation/ Arrangement

A. Scheme of Amalgamation/ Arrangement sanctioned by the Hon''ble National Company Law Tribunal, Chandigarh Bench (NCLT, Chandigarh)

1. Abhigyan Builders & Developers Private Limited, Abhiraj Real Estate Private Limited, Benedict Estates Developers Private Limited, Chakradharee Estates Developers Private Limited, DLF Gayatri Home Developers Private Limited, Lizebeth Builders & Developers Private Limited, Vkarma Capital Investment Management Company Private Limited and Vkarma Capital Trustee Company Private Limited (Transferor Companies) with DLF Residential Partners Limited (Transferee Company) vide order dated 27 May 2022 and the Transferor Companies stand merged with the Transferee Company w.e.f. the Appointed date of 1 October 2019.

2. Adeline Builders & Developers Private Limited, Armand Builders & Constructions Private Limited, Americus Real Estate Private Limited, DLF Commercial Developers Limited, Elvira Builders & Constructions Private Limited, Eastern India Powertech Limited, Lada Estates Private Limited, Lear Builders & Developers Private Limited, Melosa Builders & Developers Private Limited, Mens Buildcon Private Limited, Narooma Builders & Developers Private Limited, Nudhar Builders & Developers Private Limited, Rachelle Builders & Constructions Private Limited, Royalton Builders & Developers Private Limited and Saket Holidays Resorts Private Limited (Transferor Companies) with DLF Home Developers Limited (Transferee Company) vide order dated 30 June 2022 and the Transferor Companies stand merged with the Transferee Company w.e.f. the Appointed date of 1 October 2019.

3. Bellanca Builders & Developers Private Limited, Garv Promoters Private Limited and Lempo Buildwell Private Limited (Transferor Companies) with Naja Estates Developers Private Limited (Transferee Company) vide order dated 21 October 2022 and the Transferor Companies stand merged with the Transferee Company w.e.f. the Appointed date of 1 April 2021.

4. Dome Builders & Developers Private Limited and Qabil Builders & Constructions Private Limited (Transferor Companies) with Skyrise Home Developers Private Limited (Transferee Company) vide Order dated 20 January 2023 and the Transferor Companies stand merged with the Transferee Company w.e.f. the Appointed date of 1 April 2021.

5. Faye Builders & Constructions Private Limited and Garv Realtors Private Limited (Transferor Companies) with Garv Developers Private Limited (Transferee Company) vide order dated 23 January 2023 and the Transferor Companies stand merged with the Transferee Company w.e.f. the Appointed date of 1 April 2021.

6. Pariksha Builders & Developers Private Limited (Transferor Company) with Unicorn Real Estate Developers Private Limited (Transferee Company) vide order dated 30 January 2023 and the Transferor Company stands merged with the Transferee Company w.e.f. the Appointed date of 1 April 2021.

7. Ariadne Builders & Developers Private Limited, Dae Real Estates Private Limited, Liber Buildwell Private Limited, Mariabella Builders & Developers Private Limited, Phoena Builders & Developers Private Limited and Vibodh Developers Private Limited (Transferor Companies) with Raeks Estates Developers Private Limited (Transferee Company) vide order dated 3 February 2023 and the Transferor Companies stand merged with the Transferee Company w.e.f. the Appointed date of 1 April 2021.

8. Pyrite Builders & Constructions Private Limited and Webcity Builders & Developers Private Limited (Transferor Companies) with Nadish Real Estate Private Limited (Transferee Company) vide order dated 6 March 2023 and the Transferor Companies stand merged with the Transferee Company w.e.f. the Appointed date of 1 April 2021.

9. Adsila Builders & Developers Private Limited, Alana Builders & Developers Private Limited, Beyla Builders & Developers Private Limited, Hansel Builders & Developers Private Limited and Seamless Constructions Private Limited (Transferor Companies) with Milda Buildwell Private Limited (Transferee Company) vide order dated 9 March 2023 and the Transferor Companies stand merged with the T ransferee Company w.e.f. the Appointed date of 1 April 2021.

10. DLF Golf Resorts Limited and DLF Homes Services Private Limited (Transferor Companies) with DLF Recreational Foundation Limited (Transferee Company) vide order dated 15 June 2023 and the Transferor Companies stand merged with the Transferee Company w.e.f. the Appointed date of 1 April 2021.

B. Merger(s) filed/ pending before the Hon''ble

National Company Law Tribunal, Chandigarh

Bench (NCLT, Chandigarh).

1. GavelBuilders&ConstructionsPrivateLimited, Jesen Builders & Developers Private Limited,

Jingle Builders & Developers Private Limited, Keyna Builders & Constructions Private Limited, Morgan Builders & Developers Private Limited, Morina Builders & Developers Private Limited and Morven Builders & Developers Private Limited (Transferor Companies) with DLF Homes Panchkula Private Limited (Transferee Company) with the Appointed date of 1 April 2021.

2. Amon Estates Private Limited, Calista Real Estates Private Limited, Chevalier Builders & Constructions Private Limited, Erasma Builders & Developers Private Limited, Hestia Realtors Private Limited, Laraine Builders & Constructions Private Limited and Snigdha Builders & Constructions Private Limited (Transferor Companies) with DLF Southern Towns Private Limited (Transferee Company) with the Appointed date of 1 April 2021.

3. Alankrit Estates Limited, DLF Estate Developers Limited, Kirtimaan Builders Limited, Tiberias Developers Limited and Ujagar Estates Limited (Transferor Companies) with DLF Utilities Limited (Transferee Company) with the Appointed date of 1 January 2023.

4. DLF City Centre Limited, DLF Lands India Private Limited, DLF Info City Developers (Kolkata) Limited, DLF Emporio Limited (Transferor Companies) and DLF Assets Limited (Demerged Company) with DLF Cyber City Developers Limited (Transferee Company) with the Appointed date of 1 April 2022.

5. Chamundeswari Builders Private Limited, DLF Garden City Indore Private Limited, DLF IT Offices Chennai Private Limited, DLF Residential Developers Limited, Latona Builders & Constructions Private Limited and Livana Builders & Developers Private Limited (Transferor Companies) with DLF Home Developers Limited (Transferee Company) with the Appointed date of 1 April 2022.

Listing at Stock Exchanges

The equity shares of your Company are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Non-Convertible Debentures, which were redeemed during FY, were listed on the Wholesale Debt Market (WDM) segment of BSE.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report, as required under Regulation 34 read with Schedule V to the SEBI Listing Regulations, forms part of the Annual Report.

Corporate Governance Report

The Company is committed to sound corporate governance practices as well as compliance with all

applicable laws and regulations. The Board believes that adopting the highest level of ethical principles would ensure that DLF continues to be the leading Company in the real estate sector. The Corporate Governance Report, as stipulated under Regulations 17 to 27 and Clauses (b) to (i) and (t) of Regulation 46(2) Paragraphs C, D and E of Schedule V to the SEBI Listing Regulations, forms part of this Annual Report.

The requisite certificate from S.R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors of the Company, confirming compliance with the conditions of corporate governance as stipulated under the SEBI Listing Regulations, is attached to the Corporate Governance Report.

Directors and Key Managerial Personnel

Mr. Rajiv Krishan Luthra, Independent Director demised on 10 May 2023. The Board of Directors at their meeting held on 12 May 2023 expressed their deep condolences and took on record the invaluable contribution made by Late Rajiv Krishan Luthra as an Independent Director of the Company.

During FY 2022-23, Shareholders vide their respective resolution(s) had re-appointed Mr. Ashok Kumar Tyagi and Mr. Devinder Singh as Chief Executive Officer (CEO) and Whole-time Directors, liable to retire by rotation, for a period of 5 (five) consecutive years with effect from 1 December 2022.

Further, Shareholders also approved, re-appointment of Mr. Vivek Mehra as Independent Director, not liable to retire by rotation, for a second term of 5 (five) consecutive years w.e.f. 13 February 2023, continuation of Lt. Gen. Aditya Singh (Retd.) as Independent Director, not liable to retire by rotation who had attained the age of 75 (Seventy Five) years on 20 September 2022 and continuation of Mr. Gurvirendra Singh Talwar, Non-executive Director, liable to retire by rotation who had also attained the age of 75 (Seventy Five) years on 22 March 2023.

Pursuant to the provisions of Section 152 of the Act read with Articles of Association of the Company, Mr. Ashok Kumar Tyagi, CEO and Whole-time Director and Ms. Savitri Devi Singh, Non-executive Director, are liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, have offered themselves for re-appointment. The resolution seeking members approval for their reappointment forms part of the AGM Notice. The Board of Directors of your Company has recommended their re-appointment.

A brief resume of the Director(s) seeking re-appointment, along with other details as stipulated under Regulation 36(3) of the SEBI Listing Regulations read with the Secretarial Standards on General Meetings, is provided in the Corporate Governance Report and Notice convening the AGM.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Rajiv Singh, Chairman (Whole-time Director), Mr. Ashok Kumar Tyagi, Mr. Devinder Singh, CEO and Whole-time Directors, Mr. Vivek Anand, Group Chief Financial Officer and Mr. R.P Punjani, Company Secretary and Compliance Officer. During the year under review, there were no changes in the Key Managerial Personnel of the Company.

Directors'' Responsibility Statement

In terms of the provisions of Section 134(5) of the Act, your Directors confirm that for the year ended 31March 2023:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2023 and the profit of the Company for that period;

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

(iv) they have prepared the annual accounts 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 are operating effectively; and

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

Declaration by Independent Directors

The Independent Directors in their respective disclosures have confirmed that they are independent of the Management and not aware of any circumstances or situation, which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the disclosures received from Independent Directors, the Board of Directors has confirmed that they fulfilled conditions specified in Section 149(6) of the Act and Regulation 16(1 )(b) of the SEBI Listing Regulations.

Further, the Board is of the opinion that the Independent Directors of the Company uphold

highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

Confirmation by Directors regarding Directorship/ Committee Positions

Based on the disclosures received, none of the Directors on the Board held directorships in more than ten public companies and none of the Independent Directors served as an Independent Director in more than seven listed entities as on 31 March 2023. Further, none of the Whole-time Directors of the Company served as an Independent Director in any other listed company. Necessary disclosures regarding Committee positions in other public companies as on 31 March 2023 have been made by the Directors and reported in the Corporate Governance Report which forms part of the Annual Report.

Certification from Company Secretary in Practice

A certificate has been received from AS & Associates, Company Secretaries in practice pursuant to Regulation 34(3) and Schedule V, Para C, Clause 10(i) of the SEBI Listing Regulations, certifying that none of the Directors on the Board of the Company had been debarred or disqualified from being appointed or continuing as Directors of companies by SEBI, Ministry of Corporate Affairs or any such Statutory authority.

Board and its Committees

The Board of Directors met six times during FY 2022-23. Details of the composition of the Board, its Committees, terms of references, meetings held and related attendance are provided in the Corporate Governance Report forming part of the Annual Report.

Auditors and Audit Reports

S.R. Batliboi & Co. LLP, Chartered Accountants (FRN: 301003E/ E300005) were re-appointed as Statutory Auditors of the Company for a second term of five consecutive years from the conclusion of 57^th AGM till the conclusion of 62^nd AGM.

The Auditors'' Report does not contain any qualification, reservation, adverse remarks or disclaimer of opinion. The Notes to the Financial Statements (including the Consolidated Financial Statements) referred to in the Auditors Report are self-explanatory and do not call for any further comments.

Cost Auditors

R.J. Goel & Co., Cost Accountants (FRN: 000026) were appointed as Cost Auditors of the Company for FY 2022-23 to conduct the audit of cost records of the Company pertaining to real estate development activities. Your Company is maintaining the requisite cost records and the Cost Audit Report for FY 2022-23 which shall be filed with the Ministry of Corporate Affairs in due course.

A certificate from the Cost Auditors, certifying their independence and arm''s length relationship has been received by the Company.

As per the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to Cost Auditors is required to be ratified and confirmed by the members in a General Meeting. Accordingly, a resolution seeking members'' ratification for the remuneration payable to R.J. Goel & Co., Cost Accountants is included in the notice convening the AGM.

Secretarial Auditor

Dr. K.R. Chandratre, Company Secretary in practice was appointed as Secretarial Auditor of the Company to conduct Secretarial Audit for FY 2022-23. The Secretarial Audit Report and Secretarial Compliance Report for FY ended 31 March 2023 are annexed herewith at Annexure-B. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks or disclaimers. Further, as per the applicable provisions of the SEBI Listing Regulations, the Secretarial Compliance Report was filed with the stock exchanges, within the stipulated timeline.

DLF Cyber City Developers Limited, DLF Assets Limited, DLF Power & Services Limited and DLF Home Developers Limited, material subsidiaries of the Company, have also undergone Secretarial Audit as per Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations.

Accordingly, the Secretarial Audit Reports for FY ended 31 March 2023 of DLF Cyber City Developers Limited, DLF Assets Limited, DLF Power & Services Limited and DLF Home Developers Limited, issued by Dr. K.R. Chandratre, Practicing Company Secretary are at Annexure-B. The said reports are self-explanatory and do not contain any qualifications, reservations, adverse remarks or disclaimers.

Reporting of Fraud by Auditors

During the year under review, the Statutory Auditors, Secretarial Auditor and Cost Auditors have not reported any instance of fraud in respect of the Company by its officers or employees under Section 143(12) of the Act.

Secretarial Standards

The Secretarial Standards i.e. SS-1 & SS-2 relating to the meetings of the Board of Directors and General Meetings, respectively have been duly followed by the Company.

Corporate Social Responsibility (CSR)

The DLF Group implements its CSR initiatives primarily through DLF Foundation, which plays a pivotal role along with the Government, civil society and communities to resolve critical development challenges faced by the communities. Its programmes are aligned with the immediate ongoing priorities of the Government on CSR.

DLF believes that it needs to empower communities across various domains through an integrated and holistic approach so that they are able to realise their full potential as well as make a difference to society. The Company believes in creating value for the stakeholders, including the underprivileged sections of society and that everyone should be able to lead a life with dignity.

The Company has been contributing towards building sustainable capacities and creating resources for the marginalised in the vicinity of its operational areas.

The Company had appointed Price Waterhouse Chartered Accountants LLP, an independent agency to conduct the Impact Assessment of its CSR expenditure on its Project COVID-19 undertaken during FY 2020-21, the report of which is available on the Company''s website at https://www.dlf.in/investor. Impact Assessment of the projects, namely (i) COVID-19; (ii) DLF Cares Programme; and (iii) Golf Excellence Programme, which were completed during FY 2021-22 would be undertaken during FY 2023-24.

DLF Foundation addresses Social Development Projects with an integrated holistic approach to ensure that its programmes impact critical aspects of the lives of the downtrodden in the areas of Education, Healthcare, Sports, Culture and at the same time addresses environmental concerns by undertaking environmental projects.

A copy of the CSR policy is available on the Company''s website at https://www.dlf.in/pdf/Corporate-Social-Responsibility-Policy.pdf and CSR Annual Action Plan is at https://www.dlf.in/pdf/CSR-Annual-Action-Plan.pdf.

The Annual Report on CSR activities, as per the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is annexed at Annexure-C.

Environment and Sustainability

DLF recognises its unique position as industry pioneer to re-write the Indian Real Estate narrative. It thus takes pride to enact, exemplify and exceed the highest standards in sustainable development.

The Company endeavors to excel in three pillars of sustainability namely Environmental, Social and Governance, collectively referred as ESG parameters. The Business Responsibility and Sustainability Policy is available at https://www.dlf.in/pdf/DLF-Business-Responsibility-Policy.pdf.

As per the provisions of Regulation 34 of the SEBI Listing Regulations, the top 1,000 listed entities by market capitalisation are required to prepare the Business Responsibility and Sustainability Report (BRSR) as part of their Annual Report. The BRSR revolves around the 9 (nine) reporting principles of ''National Guidelines on Responsible Business Conduct'' covering aspects

of Environmental, Social and Governance (ESG) parameters. The BRSR for FY 2022-23 is annexed at Annexure-G of this Report.

Through our reporting, the Company reiterates its strong and longstanding commitment towards the overwhelming objective of sustainable growth through community development and allied measures by leveraging our capabilities to provide quality products to our esteemed customers while being a responsible corporate entity.

Care for the environment is a core focus area as the Company continues to contribute to shaping a better future, which is safe, inclusive and sustainable. Furthermore, the Company has designed business processes that incorporate social well-being in everything that it does. It is adopting innovative means to promote resource efficiency, emission reduction, water conservation, waste minimisation and biodiversity protection. It also positively engages with communities surrounding its operations, helping to enrich their lives through CSR programmes and employment opportunities.

The Company is deeply committed to the health, well-being and prosperity of its customers, partners, employees and all other stakeholders. It is continuously innovating to create safer workplaces and intelligent energy-efficient infrastructure. This is necessary to promote smarter cities and sustainable communities across India as also, achieve long-term value for all its stakeholders.

While the Company focuses on expanding its footprint and increasing its revenue, it also continues to assess and monitor the risks and opportunities. This includes assessing the emerging trends and addressing environmental and social issues as it moves forward. Therefore, the approach to sustainability includes monitoring growth in alignment with its targets and commitments towards ESG.

The Company''s efforts towards the environment and society are backed by robust governance that supports its values of integrity, accountability and transparency. DLF takes pride in the fact that it has striven to exceed legal compliance requirements and ensured that policies and procedures supporting responsible business practices are implemented in their true spirit.

The Company has maintained rigorous safety standards vetted by world-class independent organisations like British Safety Council. Testimony of this is that it is the only Group globally, which has been conferred 18 ''Sword of Honour'' Awards by them, a pinnacle of safety standards across the world. DLF Buildings have also been conferred with ''Five Star Certifications for Occupational Health and Safety'' by British Safety Council.

As a recognition of your Company''s policies on Governance, Social and Environmental initiatives, your Company once again has been recognised as Index

component in the Dow Jones Sustainability Indices in the emerging markets category for the third consecutive year. DLF is the only real estate Company from India to be included in this index.

Annual Return

The Annual Return for FY 2022-23 as required under Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, is available at https://www.dlf.in/annual_docket/annual-Return-2022-23.pdf.

Awards and Accolades

Your Company continues to lead the real estate sector and has received several awards. The details of the major awards and accolades received during the year are at Annexure-F.

Particulars of Loans, Guarantees, Securities and Investments

Particulars of loans, guarantees, securities and investments have been disclosed in the notes to the Standalone Financial Statements.

Transactions with Related Parties

The Company has robust processes and procedures for identification and monitoring related party(ies) and related party transactions.

The Company''s Policy on Related Party Transactions is in accordance with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, as amended, which regulates the transactions between the Company and its related party(ies). The said policy is available on the Company''s website at https://www. dlf.in/pdf/Related-Party-Transaction-Policy.pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all related party transactions.

During the year, all the related party transactions were entered on an arm''s length basis and in ordinary course of business. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2022-23 and hence, does not form part of this report.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy was devised in accordance with Section 178 of the Act read with SEBI Listing Regulations, as amended.

During FY, the Board of Directors of the Company revised the Nomination and Remuneration Policy of the Company. The said Policy includes matters related to Director''s appointment and remuneration including the criteria for determining qualifications, positive attributes, independence of a Director and other related matters. The Nomination and Remuneration Policy of the Company is aimed at inculcating a performance-driven culture. Through its comprehensive compensation

program, the Company endeavours to attract, retain, develop and motivate a high-performance workforce. The said policy is available on the Company''s website at https://www.dlf.in/pdf/Nomination%20 and%20Remuneration%20Policy.pdf.

The Company pays remuneration to its Chief Executive Officers, Whole-time Directors by way of salary, benefits, perquisites and allowances (fixed component) and commission (variable component). Annual increments are approved by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee (NRC).

Based on the recommendations of NRC, the Board of Directors decides the commission payable to the Chief Executive Officers, Whole-time Directors and Non-executive Directors, out of the profits for the FY within the ceiling as prescribed under the Act.

Succession Planning

The Board Members and the Senior Management are vital for creating a robust future for the Company. The Company''s succession planning framework is well structured and lays down guiding principle for forwardthinking and a future-ready Board. The NRC plays an important role in ensuring that the Company has a strong and diversified Board. To ensure orderly succession planning, NRC also considers tenure of Directors and Senior Management personnel, skill matrix, diversity and statutory requirements etc.

Annual Evaluation of the Board, its Committees and Individual Directors

The NRC has formulated criteria for Board evaluation, its Committees'' functioning and individual Directors including Independent Directors and also specified that such evaluation will be done by the NRC and the Board, pursuant to the Act and the Rules made thereunder read with the SEBI Listing Regulations, as amended.

DLF believes that it is the collective effectiveness of the Board that impacts Company''s performance, as a whole. The Board''s performance is assessed against the role and responsibilities as provided in the Act and SEBI Listing Regulations. The parameters for the Board''s performance evaluation have been derived from the Board''s core role of trusteeship to protect and enhance shareholders'' value as well as to fulfil expectations of other stakeholders through strategic supervision of the Company.

Evaluation of functioning of Board Committees is based on discussions amongst Committee members and shared by the respective Committee Chairperson with the Board.

Individual Directors are evaluated in the context of the role played by each Director as a member of the Board at its meetings, in assisting the Board in realising its role of strategic supervision of the functioning of the Company in pursuit of its purpose and goals. While the Board evaluated its performance as per

the parameters laid down by the NRC, the evaluation of Individual Directors was carried out as per the laid down parameters, anonymously in order to ensure objectivity. The Independent Directors of the Board also reviewed the performance of the Non-Independent Directors and the Board, pursuant to Schedule IV to the Act and Regulation 25 of the SEBI Listing Regulations.

Internal Financial Control

The Company has a robust and well embedded system of internal financial controls. This ensures that all assets are safeguarded and protected against loss from unauthorised use or disposition and all transactions are authorised, recorded and reported correctly. An extensive risk based programme of internal audit and management reviews provides assurance on the effectiveness of internal financial controls, which are continuously monitored through management reviews, self-assessment, functional experts as well as by the Statutory/ Internal Auditors during the course of their audits.

The internal audit of development business was entrusted to Grant Thornton Bharat LLP and of rental business to KPMG Assurance and Consulting Services LLP The main thrust of internal audit was to test and review controls, appraisal of risks and business processes, as also benchmarking controls with the best industry practices.

The internal control system ensures compliance with all applicable laws and regulations and facilitates optimum utilisation of available resources and protects the interests of all stakeholders. The Company has clearly defined Policies, Standard Operating Procedures (SOPs), Financial and Operational Delegation of Authority (DoA) and Organisational Structure for its business functions to ensure smooth conduct of its business. The Enterprise Resource Planning (ERP) system supports standardisation of processes and automation. The Compliance initiatives taken by the Company have been reported in the Corporate Governance Report, which forms part of this Report.

The internal audit plan is also aligned to the business objectives of the Company, which is reviewed and approved by the Audit Committee. Further, the Audit Committee monitors the adequacy and effectiveness of your Company''s internal control framework. Significant audit observations are followed-up and the actions taken are reported to the Audit Committee.

The Company''s internal control system is commensurate with the nature, size and complexities of operations.

Insider Trading Code

The ''DLF Code of Conduct to Regulate, Monitor and Report trading by Designated Persons and

their Immediate Relatives'' (DLF Code) is in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended (''the PIT Regulations''). During FY, the Board of Directors of the Company has revised the DLF Code which is available on the Company''s website at https://www.dlf.in/ corporategovernancepolicies/Code_for_Prevetion_ of_Insider_Trading_21_december_2020(1).pdf.

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information including a Policy for determination of legitimate purposes is also in line with the PIT Regulations. Further, the Company has put in place an adequate and effective system of internal controls including maintenance of a structured digital database and standard operating procedures to ensure compliance with the requirements of the PIT Regulations to prevent insider trading.

Risk Management

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the Risk Management Plan for the Company. The Committee is responsible for monitoring and reviewing the Risk Management Plan and ensuring its effectiveness. The major business and process risks are identified from time to time by the businesses and functional heads. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Risk management forms an integral part of the management policies and is an ongoing process integrated deeply into everyday operations.

During the period under review, the Board of Directors of the Company has revised roles and responsibilities of the Committee which is in line with the SEBI Listing Regulations and to ensure that the whole process of risk management is well coordinated and carried out as per mitigation plan.

The development and implementation of Risk Management Policy has been covered in the Management Discussion and Analysis Report, which forms part of this report.

Significant and Material Orders passed by Regulators or Courts or Tribunals

During the year under review, no significant and material order was passed by the regulators/ courts/ tribunals which would impact the going concern status of the Company and its future operations. However, some significant orders passed previously, forms part of Note 50 to the Standalone Financial Statements.

Detail pertaining to proceeding pending under the Insolvency and Bankruptcy Code, 2016 (''IBC'') during

the year along with the status as at the end of FY is as under:

A petition under Section 9 of the IBC was filed by IL&FS Engineering Construction Company Limited (''IL&FS'') praying that the Corporate Debtor is liable to pay approximately '' 46.34 crore in connection with a road project contract at Sector 56, Gurugram. The Company has filed its reply, inter-alia that the said amount is not payable and hence, the petition is liable to be dismissed. The Company without prejudice to its rights, submitted its claims of '' 381.49 crore against IL&FS as on 15 October 2018 (cut-off date) to Claims Management Advisor (''CMA'') i.e. Grant Thornton Bharat LLP, out of total claim of 607.04 crore.

With respect to claims after 15 October 2018, the Company has also filed an application under Section 11 of the IBC before the Hon''ble Delhi High Court praying to appoint a sole arbitrator to adjudicate the disputes between the parties. The same was dismissed by the Hon''ble High Court vide order dated 21 December 2022 and observed that CMA, shall consider the claims already submitted by the petitioner, in accordance with law.

The Company has filed Special Leave Petition before the Hon''ble Supreme Court of India challenging the order dated 21 December 2022. The Petition is yet to be listed.

Vigil Mechanism

During FY, the Board of Directors of the Company re-visited the Whistle Blower Policy and the amended Policy is available on the Company''s website at https://www.dlf.in/pdf/DLFWBP.pdf. The Company has established the necessary vigil mechanism for Directors and employees in compliance with Section 177(9) of the Act read with Regulation 22 of SEBI Listing Regulations, to report their genuine concerns or grievances regarding any unethical behaviour at the workplace.

Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

The Company continues to follow a robust anti-sexual harassment policy for ''Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace'' in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH) and Rules made thereunder. The Company has set up an Internal Complaints Committee (ICC) for redressal of complaints relating to sexual harassment. The Committee includes an external member, who is an expert on issues relating to sexual harassment. The Committee constituted in compliance with POSH ensures a free and fair enquiry process with clear timelines for resolution.

The Company has been conducting programmes on regular basis. The Company continues to promote the cause of women colleagues, through ''Jagruti'',

all-women''s forum for experience sharing, creating awareness on women''s safety/ related issues, celebrating important days dedicated to women and organising workshops on gender sensitivity.

All employees, including those of subsidiaries (permanent, contractual and trainees) are covered under this Policy. The Policy is gender neutral.

During FY, no case was reported. However, during the previous FY, one case was reported which has undergone and completed the due process as per the framework prescribed under POSH. In this regard, the ICC post investigating the alleged complaint, adjudicated withholding of a part of the pay component of the concerned employee and accordingly the complaint stands closed.

Other Information

During FY, no disclosure or reporting is required in respect of the following matters:

â¢ Material changes and commitments, if any, affecting the financial position of the company;

â¢ Issue of equity shares with differential rights as to dividend, voting or otherwise;

â¢ I ssue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees'' Stock Options Scheme referred to in this Report;

â¢ There has been no change in the nature of business of the Company;

â¢ There was no instance of one-time settlement with any Bank or Financial Institution; and

â¢ The Equity Shares of the Company have not been suspended from trading by the SEBI and/or Stock Exchanges.

Acknowledgements

The Board of Directors wish to place on record their sincere appreciation to all the employees for their dedication and commitment. Their hard work and unstinted efforts enabled the Company to sustain its performance and its sectoral leadership.

The Board of Directors would also like to express their sincere appreciation for assistance and co-operation received from vendors and stakeholders, including financial institutions, banks, Central and State Government authorities, customers and other business associates, who continued to extend their valuable support during the year under review and to the esteemed investors for showing their confidence and faith in the management of the Company. It will be the Company''s endeavour to nurture these relationships in strengthening business sustainability.

For and on behalf of the Board of Directors

(Ashok Kumar Tyagi) (Devinder Singh)

CEO and Whole-time CEO and Whole-time 30 June 2023 Director Director

New Delhi (DIN: 00254161) (DIN: 02569464)

Mar 31, 2022

The Board of Directors have pleasure in presenting their 57^th Annual Report on the business and operations of the Company, together with the audited financial statements for the Financial Year (FY) ended 31 March 2022. Financial and Operational Highlights

('' in crore)
Particulars	Consolidated		Standalone
	2021-22	2020-21	2021-22	2020-21
Total income	6,138	5,945	4,657	4,479
Total expenses	4,749	5,009	2,747	3,056
Profit before exceptional items, tax, share of profit in associates and joint ventures	1,389	936	1,910	1,423
Exceptional items (net)	(224)	(96)	(235)	(45)
Profit before tax, share of profit in associates and joint ventures	1,165	840	1,675	1,378
Less: Tax expense (Current tax including earlier years and Deferred Tax)	321	362	340	325
Profit after tax before share of profit (net) in associates and joint ventures	844	478	1,335	1,053
Share of Profit in associates and joint ventures (net)	656	605
Net Profit for the Year	1,500	1,083	1,335	1,053
Other Comprehensive Income	13	3	0.13	1
Total Comprehensive Income	1,513	1,086	1,335	1,054

Financial Performance Review and Analysis

On a consolidated basis, your Company recorded a revenue (including other income) of '' 6,138 crore, 3% higher as compared to the previous year. EBITDA stood at '' 2,163 crore, reflecting growth of 11% from the previous year. EBITDA margins witnessed an improvement of 200 bps due to a better product mix.

Total operating expenses (excluding finance costs, depreciation and amortisation expense) were '' 3,975 crore. Finance costs stood at '' 625 crore, a significant reduction of 27%, compared to the previous year.

Your Company recorded a total comprehensive income of '' 1,513 crore during the year as compared to '' 1,086 crore in the previous year after accounting for share of profit in DLF Cyber City Developers Limited (DCCDL) and other jointly controlled entities/ associates.

Your Company generated surplus cash flow, leading to significant reduction in net debt. The improvement in cash flow was primarily driven by strong collections

along with sales ramp up and effective cost control measures implemented by the Company.

Impact of COVID-19

The second wave of COVID-19 pandemic led to loss of human life and suffering worldwide. It presented an unprecedented challenge to public health, food systems and the economy as a whole. The economic and social disruption caused by the pandemic was devastating.

Due to the large number of infections in India, several State Governments announced lockdowns in the first quarter of FY 2021-22 to prevent the spread of COVID-19. This led to the curtailment of economic activity. Once lockdown restrictions were eased, the economy started witnessing a strong recovery.

The health and safety of its employees and stakeholders remained the top priority for the Company, with several initiatives to support employees and their families during the pandemic.

DLF Cyber City Developers Limited

DCCDL reported a consolidated total income of '' 4,533 crore as compared to '' 4,385 crore in the previous year, reflecting a 3% growth, primarily led by growth in retail revenue. DCCDLs consolidated EBIDTA stood at '' 3,488 crore in FY 2021-22 in comparison to ''3,417 crore in FY 2020-21. Total comprehensive income stood at ''1,002 crore compared to ''913 crore in FY 2020-21, reflecting a growth of 10%. As on 31 March 2022, DCCDL and its subsidiaries, together had an operational portfolio of ~3.52 million square meter (msm) [37.9 million square feet (msf)] and ~0.19 msm (2 msf) of assets housed under DLF.

Review of Business

Development Business

Your Company witnessed a strong growth across all segments in the residential business during the FY 2021-22. The growth was well supported by sustained momentum, fundamental drivers like affordability and the desire to own a home. The Company embarked on bringing new products across different segments and locations. With introduction of new products, the Company recorded new sales bookings of '' 7,273 crore as compared to '' 3,084 crore in the previous year, a remarkable increase by 136%. The total area sold during the FY stood at ~0.54 msm (5.8 msf).

Your Company launched, ''ONE Midtown'', a luxury group housing project in the heart of the capital, during the second half of FY which received overwhelming response and Phase - I of the inventory was fully subscribed.

Your Company has identified a strong potential of ~3.25 msm (35 msf) of new products offering

diversity across segments and geographies. Out of this pipeline, DLF has introduced Independent Floors across Gurugram, which saw extremely encouraging response from the market, a luxury development in New Delhi and one plotted development in Chennai. The Company continued to monetise its completed inventory and witnessed demand pick-up across all segments. ''The Camellias'', a super luxury development in Gurugram, reported strong sales throughout the year. Your Company exhibited a strong double digit pricing growth across the product offerings resulting in significant value enhancement.

Annuity Business

The rental business continued its steady path to recovery during the year. The office business delivered strong collections, pick-up in leasing activity and witnessed a gradual ramp up in return of occupiers to their workplaces. Consequently, occupancy across the office portfolio improved to 88% at the end of the fiscal. The development of next generation workspaces - DLF Downtown at Gurugram and Chennai and Data Center at Noida remain on track.

The retail business exhibited strong rebound despite temporary dislocations due to the pandemic. Footfalls are steadily reaching pre-pandemic level with occupancy levels remaining strong at 97% across the retail portfolio. Given the backdrop of strong rebound in this segment, your Company has initiated development plans to build out new retail destinations across certain geographies including Gurugram, Delhi and Goa.

Dividend

The Board is pleased to recommend a dividend of '' 3/- per equity share (150%) (previous year '' 2/- per equity share) of the face value of '' 2/- each for the FY 2021-22, payable to those shareholders, whose names appear in the Register of Members/ Beneficial ownership list provided by the depositories on the record date.

The total outgo on account of payment of dividend for the FY 2021-22 would be '' 742.59 crore (previous year '' 495.06 crore).

The dividend payout is in accordance with the prevalent applicable laws and the Company''s Dividend Distribution Policy. The said policy is available on the website of the Company i.e. https://www.dlf.in/pdf/ Dividend%20Distribution%20Policy.pdf.

Change in Capital Structure Authorised Share Capital

The Authorised Share Capital of the Company has been changed from ''10,00,00,00,000/- divided into 4,99,75,00,000 equity shares of ''2/-each and 50,000 redeemable preference shares of '' 100/- each to ''10,02,98,50,000/- divided into 5,01,22,07,600 equity shares of '' 2/- each and 54,348 redeemable preference shares of ''100/- each, pursuant to the order dated 2 February 2022, passed by the Hon''ble National Company Law Tribunal, Chandigarh bench, approving

Scheme of Arrangement between DLF Phase-IV Commercial Developers Limited, DLF Real Estate Builders Limited and DLF Residential Builders Limited (Transferor Companies) and demerger and transfer/ vesting of real estate undertaking of DLF Utilities Limited (Demerged Company) with DLF Limited (Transferee Company). Paid-up Equity Share Capital

The paid-up equity share capital of the Company is '' 495.06 crore comprising 2,47,53,11,706 equity shares of ''2/- each fully paid-up. There is no change in the paid-up share capital of the Company during the FY. Redemption of Debentures

During the FY, the Company has fully redeemed 5,000 Senior, Secured, Rated, Listed, Redeemable Non-Convertible Debentures (NCDs) of the face value of '' 10,00,000/- each, aggregating to '' 500 crore with coupon rate of 9.5% p.a., one year before the due date of redemption by exercising call option in terms of the issuance of said NCDs.

Transfer to Reserves

During the FY, the Company has not transferred any amount to the general reserve. In terms of the provisions of Section 71 of the Companies Act, 2013 (''the Act'') read with Rule 18(7)(b)(iii)(B) of the Companies (Share Capital and Debentures) Rules, 2014, Debenture Redemption Reserve is not required to be created for privately placed debentures issued by listed companies, hence no amount was transferred to Debenture Redemption Reserve.

Credit Rating

During the FY, CRISIL has upgraded Long Term Rating on bank facilities to AA-/Stable from A /Stable and Short Term Rating to A1 from A1.

Further, ICRA has upgraded Long Term Rating on bank borrowings/ NCDs to AA-/Stable from A /Stable and Short Term Rating to A1 from A1.

Public Deposits

During the year under review, the Company has neither invited nor accepted/ renewed any deposits from the public.

Holding Company

Rajdhani Investments & Agencies Private Limited continued to be the holding company and holds 61.53% of paid-up equity share capital of the Company. The shareholding of the holding company increased from 60.42% (FY 2020-21) to 61.53% (FY 2021-22), pursuant to Scheme of Amalgamation involving DLF Urva Real Estate Developers & Services Private Limited (Transferor Company) with Rajdhani Investments & Agencies Private Limited (Transferee Company), approved by the Hon''ble National Company Law Tribunal, Ahmedabad Bench vide its Order dated 8 October 2021.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo as

Listed), DLF Assets Limited, DLF Power & Services

Limited and DLF Home Developers Limited.

Amalgamation/ Arrangement

A. Scheme of Amalgamation/ Arrangement sanctioned during the FY by the Hon''ble National Company Law Tribunal, Chandigarh Bench (NCLT, Chandigarh)

1. DLF Phase-IV Commercial Developers Limited, DLF Real Estate Builders Limited and DLF Residential Builders Limited (Transferor Companies) and demerger and transfer/ vesting of real estate undertaking of DLF Utilities Limited (Demerged Company) with DLF Limited (Transferee Company) vide Order dated 2 February 2022 and the Transferor Companies stands merged with the Transferee Company w.e.f. the Appointed date of 1 April 2021.

2. Richmond Park Property Management Services Limited (Transferor Company) with DLF Emporio Limited (Transferee Company) vide Order dated 2 March 2022 and the Transferor Company stands merged with the Transferee Company w.e.f. the Appointed date of 1 April 2019.

B. Merger(s) filed/ pending before the Hon''ble National Company Law Tribunal, Chandigarh Bench (NCLT, Chandigarh)

stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended, is given at Annexure-A hereto and forms part of this Report.

Particulars of Employees

Pursuant to the provisions of Section 197(12) of the Act read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement listing names of the top 10 employees in terms of the remuneration drawn and other particulars of the employees drawing remuneration in excess of the limits set-out in the said Rules, forms part of this report at Annexure-E1 and E2.

Subsidiaries, Joint Ventures, Associate Companies and Consolidated Financial Statements

As on 31 March 2022, the Company had 180 subsidiary companies in terms of the provisions of the Act. Further, details of changes in subsidiaries, joint ventures and associate companies during the year are given at Annexure-D.

Pursuant to the provisions of Section 129(3) of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (''SEBI Listing Regulations''), the Consolidated Financial Statements of the Company were prepared in accordance with the applicable Ind AS and form part of the Annual Report. A statement containing the salient features of the financial statements of the Subsidiaries, Joint Ventures and Associates of the Company in Form AOC-1, as required under the Companies (Accounts) Rules, 2014, as amended, also forms part of the Notes to the financial statements. The highlights of the performance of Subsidiaries, Joint Ventures and Associates and their contribution to the overall performance of the Company are included as part of this Annual Report.

Pursuant to the provisions of Section 136 of the Act, Audited Financial Statements of the Company, including Consolidated Financial Statements, other documents required to be attached thereto and Audited Financial Statements of each of the subsidiaries, are available on the website of the Company and may be accessed at https://www.dlf. in/investor.php.

Material Unlisted Subsidiary(ies)

In terms of the provisions of the SEBI Listing Regulations, your Company has a policy for determining ''Material Subsidiary'' and the said policy is available on the Company''s website at https://www. dlf.in/pdf/DLF-Material-Subsidiary-Policy.pdf.

Your Company has four material unlisted subsidiaries namely, DLF Cyber City Developers Limited (Debt

(Transferor Companies) with DLF Home Developers Limited (Transferee Company) with the Appointed date of 1 October 2019.

4. Pyrite Builders & Constructions Private Limited and Webcity Builders & Developers Private Limited (Transferor Companies) with Nadish Real Estate Private Limited (Transferee Company) with the Appointed date of 1 April 2021.

5. Faye Builders & Constructions Private Limited and Garv Realtors Private Limited (Transferor Companies) with Garv Developers Private Limited (Transferee Company) with the Appointed date of 1 April 2021.

6. Dome Builders & Developers Private Limited and Qabil Builders & Constructions Private Limited (Transferor Companies) with Skyrise Home Developers Private Limited (Transferee Company) with the Appointed date of 1 April 2021.

8. Pariksha Builders & Developers Private Limited (Transferor Company) with Unicorn Real Estate Developers Private Limited (Transferee Company) with the Appointed date of 1 April 2021.

10. Gavel Builders & Constructions Private Limited, Jesen Builders & Developers Private Limited, Jingle Builders & Developers Private Limited, Keyna Builders & Constructions Private Limited, Morgan Builders & Developers Private Limited, Morina Builders & Developers Private Limited and Morven Builders & Developers Private Limited (Transferor

Companies) with DLF Homes Panchkula Private Limited (Transferee Company) with the Appointed date of 1 April 2021.

C. Scheme of Amalgamation sanctioned during the

FY by the Hon''ble Regional Director, Northern

Region, Ministry of Corporate Affairs, New Delhi

(Central Government) with the Appointed Date

of 1 April 2020

1. Laxmibanta Estates Developers Private Limited (Transferor Company) with Sagardutt Builders & Developers Private Limited (Transferee Company) and the Transferor Company stands merged with the Transferee Company vide Order dated 7 September 2021.

2. Cirila Builders and Constructions Private Limited (Transferor Company) with Verano Builders & Developers Private Limited (Transferee Company) and the Transferor Company stands merged with the Transferee Company vide Order dated 7 September 2021.

3. Kambod Real Estates Private Limited and Shikhi Estates Private Limited (Transferor Companies) with Qabil Builders & Developers Private Limited (Transferee Company) and the Transferor Companies stands merged with the Transferee Company vide Order dated 7 September 2021.

4. Fabrizio Real Estates Private Limited and Karena Estates Developers Private Limited (Transferor Companies) with Vamil Builders & Developers Private Limited (Transferee Company) and the Transferor Companies stands merged with the Transferee Company vide Order dated 8 September 2021.

5. Rajika Estate Developers Private Limited (Transferor Company) with Uncial Builders & Constructions Private Limited (Transferee Company) and the Transferor Company stands merged with the Transferee Company vide Order dated 9 September 2021.

6. Arva Builders & Developers Private Limited, Balint Real Estates Private Limited, Havard Builders & Developers Private Limited and Mujaddid Builders & Developers Private Limited (Transferor Companies) with Akina Builders & Developers Private Limited (Transferee Company) and the Transferor Companies stands merged with the Transferee Company vide Order dated 14 September 2021.

7. Abheek Real Estate Private Limited, Anuroop Builders & Developers Private Limited, Charon Elevators Private Limited, Grism Builders & Developers Private Limited, Luvkush Builders Private Limited, Peace Buildcon Private Limited and Vismay Builders & Developers

Private Limited (Transferor Companies) with Ananti Builders & Construction Private Limited (Transferee Company) and the Transferor Companies stands merged with the Transferee Company vide Order dated 22 September 2021.

8. Abjayoni Estates Developers Private Limited, Camden Builders & Developers Private Limited, Nilima Real Estate Developers Private Limited and Rosalind Builders & Constructions Private Limited (Transferor Companies) with Atherol Builders & Developers Private Limited (Transferee Company) and the Transferor Companies stands merged with the Transferee Company vide Order dated 27 September 2021.

9. Alfonso Builders & Developers Private Limited and Rinji Estates Developers Private Limited (Transferor Companies) with Hoshi Builders & Developers Private Limited (Transferee Company) and the Transferor Companies stands merged with the Transferee Company vide Order dated 27 September 2021.

10. Chrysilla Builders & Developers Private Limited (Transferor Company) with Arlie Builders & Developers Private Limited (Transferee Company) and the Transferor Company stands merged with the Transferee Company vide Order dated 27 September 2021.

D. Merger filed/ pending before the Hon''ble Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi (Central Government) with the Appointed Date of 1 April 2021

DLF Aspinwal Hotels Private Limited and DLF Cochin Hotels Private Limited (Transferor Companies) with Lodhi Property Company Limited (Transferee Company).

Listing at Stock Exchanges

The equity shares of your Company are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Non-convertible Debentures issued by your Company are also listed on the Wholesale Debt Market (WDM) segment of BSE.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report, as required under Regulation 34 read with Schedule V to the SEBI Listing Regulations, forms part of the Annual Report.

Corporate Governance Report

will ensure that DLF will continue to be the leading Company in the real estate sector. The Corporate Governance Report, as stipulated under Regulations 17 to 27 & 46(2) and Paragraphs C, D and E of Schedule V to the SEBI Listing Regulations, forms part of the Annual Report.

Directors'' Responsibility Statement

In terms of the provisions of Section 134(5) of the Act, your Directors confirm that:

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

(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 31 March 2022 and the profit of the Company for that period;

(iv) they have prepared the annual accounts 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 are operating effectively; and

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

Declaration by Independent Directors

The Independent Directors in their disclosures have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the disclosures received from Independent Directors, the Board of Directors has confirmed that they fulfilled conditions specified in Section 149(6) of the Act and Regulation 16(1 )(b) of the SEBI Listing Regulations and were independent of the Management.

Confirmation by Directors regarding Directorship/ Committee Positions

Based on the disclosures received, none of the Directors on the Board holds directorships in more than ten public companies and none of the Independent Directors served as an Independent Director in more than seven listed entities as on 31 March 2022. Further, no Whole-time Director served as an Independent Director in any other listed company. Necessary disclosures regarding Committee positions in other public companies as on 31 March 2022 have been made by the Directors and have been reported in the Corporate Governance Report and forms part of the Annual Report.

Certification from Company Secretary in Practice

A certificate has been received from AS & Associates, Company Secretaries in practice that none of the Directors on the Board of the Company had been debarred or disqualified from being appointed or continuing as Directors of companies by SEBI, Ministry of Corporate Affairs or any such other Statutory/ Regulatory authority.

Board and its Committees

The Board of Directors met four times during the FY 2021-22. The details on the composition of the Board, Committees, meetings held and related attendance are provided in the Corporate Governance Report and forms part of the Annual Report.

Auditors and Audit Reports

S.R. Batliboi & Co. LLP, Chartered Accountants

(FRN: 301003E/ E300005) were appointed as Statutory Auditors of the Company for a term of five consecutive years from the conclusion of 52^nd Annual General Meeting (AGM) till the conclusion of 57^th AGM.

The Board of Directors of the Company at its meeting held on 17 May 2022, on the recommendations of the Audit Committee, have recommended for re-appointment of S.R. Batliboi & Co. LLP, Chartered Accountants (FRN: 301003E/E300005) as the Statutory Auditors of the Company, subject to approval of the members, for the second term of five consecutive years i.e. from the conclusion of 57^th AGM till the conclusion of 62^nd AGM of the Company and the same is included in the notice convening the AGM. The Company has received their written consent along with a certificate that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

The Notes on financial statements (including the Consolidated Financial Statements) referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remarks or disclaimer.

Cost Auditors

During the year, M/s R.J. Goel & Co., Cost Accountants (FRN: 000026) were appointed as Cost Auditors of the Company for the FY 2021-22 for conducting the audit of cost records of the Company pertaining to real estate development activities. Your Company is maintaining the requisite cost records and the Cost Audit Report for the FY 2021-22 which shall be filed with the Ministry of Corporate Affairs in due course.

A certificate from the Cost Auditors, certifying their independence and arm''s length relationship has been received by the Company.

As per provisions of the Act, the remuneration payable to Cost Auditors is required to be approved by the members in a General Meeting. Accordingly, a resolution seeking members'' ratification for the remuneration payable to M/s R.J. Goel & Co., Cost Accountants is included in the notice convening the AGM.

Secretarial Auditor

Dr. K.R. Chandratre, Company Secretary in practice was appointed as Secretarial Auditor of the Company to conduct Secretarial Audit for the FY 2021-22. The Secretarial Audit Report and Secretarial Compliance Report for the FY ended 31 March 2022 is annexed herewith at Annexure-B. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks or disclaimers. The Secretarial Compliance Report has been filed with the stock exchanges.

DLF Cyber City Developers Limited, DLF Assets Limited, DLF Power & Services Limited and DLF Home Developers Limited, material subsidiaries of the Company, have also undergone Secretarial Audit under Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations.

Accordingly, the Secretarial Audit Reports for the FY ended 31 March 2022 of DLF Cyber City Developers Limited, DLF Assets Limited, DLF Power & Services Limited and DLF Home Developers Limited, issued by Dr. K.R. Chandratre, Practicing Company Secretary are at Annexure-B. The said reports are self-explanatory and do not contain any qualifications, reservations, adverse remarks or disclaimers.

Reporting of Fraud by Statutory Auditors

During the year under review, the Statutory Auditors have not reported any instance of fraud in respect of the Company, its officers or employees under Section 143(12) of the Act.

Secretarial Standards

The Secretarial Standards i.e. SS-1 & SS-2 relating to meetings of the Board of Directors and General Meetings, respectively have been duly followed by the Company.

Directors and Key Managerial Personnel

During the FY 2021-22, Mr. Ashok Kumar Tyagi and Mr. Devinder Singh, Whole-time Directors,

on the recommendations of the Nomination and Remuneration Committee, were redesignated/ appointed by the Board of Directors as Chief Executive Officer and Whole-time Directors w.e.f. 11 June 2021 for a term co-terminus with their appointment as Whole-time Directors and their appointment was approved by the members of the Company at the AGM held on 31 August 2021.

During the period under review, the Board of Directors of the Company based on the recommendations of Nomination and Remuneration Committee has appointed Ms. Savitri Devi Singh and Ms. Anushka Singh as Additional Directors of the Company w.e.f. 11 June 2021. Further, the members of the Company at the AGM held on 31 August 2021 appointed Ms. Savitri Devi Singh and Ms. Anushka Singh, as Non-executive Directors of the Company, liable to retire by rotation.

Pursuant to the provisions of Section 152 of the Act read with Articles of Association of the Company, Ms. Pia Singh, Non-executive Director who was liable to retire by rotation was re-appointed by the members vide ordinary resolution at the AGM held on 31 August 2021.

Pursuant to the provisions of Section 152 of the Act read with Articles of Association of the Company, Mr. Devinder Singh, Chief Executive Officer and Whole-time Director and Mr. Gurvirendra Singh Talwar, Non-executive Director are liable to retire by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment. The resolution seeking members approval for their re-appointment forms part of the AGM Notice. The Board of Directors of your Company has recommended their re-appointment.

Lt. Gen. Aditya Singh (Retd.) would be attaining the age of 75 (seventy five) years during the FY 2022-23 and in accordance with the provisions of the Regulation 17(1 A) of the SEBI Listing Regulations, the Board considering his knowledge, acumen, expertise, experience, valuable contribution to the deliberations of the meetings of the Board/ Committees and based on recommendations of the Nomination and Remuneration Committee, has recommended his continuation as the Independent Director of the Company, subject to the members approval, which forms part of the AGM Notice.

Mr. Vivek Anand, Group Chief Financial Officer and Mr. R.P Punjani, Company Secretary & Compliance Officer of the Company.

Corporate Social Responsibility (CSR)

The DLF Group implements its CSR initiatives primarily through DLF Foundation, which plays an indispensable role along with the Government, civil society and communities to resolve critical development challenges faced by the communities. Its programmes are aligned with the immediate ongoing priorities of the Government on CSR.

DLF believes that it needs to empower communities across various domains through an integrated and holistic approach so that they are able to realise their full potential as also, make a difference to the society. The Company believes in creating value for the stakeholders, including the underprivileged sections of the society and that everyone should be able to lead a life with dignity.

The Company has been contributing continuously towards building sustainable capacities and creating resources for the marginalised people near its operational areas.

DLF Foundation addresses Social Development Projects with an integrated holistic approach to ensure that its programmes impact critical aspects of the lives of the underserved in the areas of Education, Healthcare, Environment Preservation and Promotion of Sports, as also for Animal Welfare.

The Board, based on the recommendations of the CSR Committee, approved the CSR Policy of the Company in accordance with Section 135 of the Act and Rules made thereunder. During the FY, Company has updated CSR Policy in line with the Act as amended. A copy of the CSR policy is available on the Company''s website at https://www.dlf.in/pdf/Corporate-Social-Responsibility-Policy.pdf and CSR Annual Action Plan is at https://www.dlf.in/pdf/CSR-Annual-Action-Plan.pdf.

The Annual Report on CSR activities, as per the prescribed format under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is annexed at Annexure - C.

Environment and Sustainability

DLF recognises its unique position as industry pioneers to re-write the Indian Real Estate narrative. It thus takes pride in enacting, exemplifying and exceeding the highest environmental, social and governance standards and thus, addresses the pressing challenges faced by our Nation.

Currently, world economy is in the midst of COVID-19 pandemic, reeling under the impacts of rising inflation, bottlenecks in supply chains and effects of climate change. Thus ''business as usual'' is not an option. Consequently, building a resilient and sustainable

value chain is the forefront business strategy, in order to provide an agile response to the challenges at an economic, environmental and social level.

To realise this business vision, the Company strives to excel in the three dimensions of ESG i.e. Environmental, Social and Governance. In order to do that, it has mapped the issues relevant to its business and stakeholders. The endeavour is to strive for operational excellence, while pursuing growth that is environmentally and socially sustainable. Therefore, sustainability strategy is centred around three key pillars: Sustainable Business, Environmental Stewardship and Social Stewardship.

Care for the environment is a core focus area as the Companycontinues to contributeinshapingabetterfuture, which is safe, inclusive and sustainable. Furthermore, the Company has designed business processes that incorporate social well-being in everything that it does. It is adopting innovative means to promote resource efficiency, emission reduction, water conservation, waste minimisation and biodiversity protection. It also positively engages with communities surrounding its operations, helping to enrich their lives through CSR programmes and employment opportunities.

While the Company focuses on expanding its footprints and increasing its revenue, it also continues to assess and monitor the risks and opportunities. This includes assessing the emerging trends and addressing environmental and social issues as it moves forward. Therefore, the approach to sustainability includes monitoring growth in alignment with its targets and commitments towards ESG.

The Company has maintained rigorous safety standards vetted by world-class independent organisations like British Safety Council. Testimony of this is that it is the only Group globally, conferred 17 ''Sword of Honour'' Awards by them, a pinnacle of safety standards across the world. DLF Buildings have also been conferred with ''Five Star Certifications for Occupational Health and Safety'' by British Safety Council.

As a recognition of your Company''s policies on governance, social and environmental initiatives, your

Company once again has been recognised as Index component in the Dow Jones Sustainability Indices in the emerging markets category for the second consecutive year. DLF is the only real estate Company from India to be included in this index.

Global Real Estate Sustainability Benchmark (GRESB), an international organisation considered a Global standard for ESG benchmarking and reporting for real estate, recognised DLF as Regional Sector Leader with highest ranking of 5 Star rating under Development Category, for its developments across the office space.

Our Environment, Social and Governance Report is available at https://www.dlf.in/investor.php.

Annual Return

The Annual Return under Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, is available at https://www.dlf.in/annual_docket/ ANNUAL_RETURN_2021_2022.pdf.

Awards and Accolades

Your Company continues to lead its sector and has received several awards. The details of the major awards and accolades received during the year are given at Annexure-F.

Business Responsibility Report (BRR)

The BRR describes the initiatives taken by the Company from social, environmental and governance perspectives. Details are given at Annexure-G.

Particulars of Loans, Guarantees, Securities and Investments

Particulars of loans, guarantees, securities and investments have been disclosed in the notes to the Standalone Financial Statements.

Transactions with Related Parties

The Company has robust processes and procedures for identification and monitoring related party(ies) and related party transactions.

The Board of Directors of the Company has revised the Policy for Related Party Transactions in line with SEBI Listing Regulations, as amended, which regulates the transactions between the Company and its related parties. The said policy is available on the Company''s website at https://www.dlf.in/pdf/Related%20Party%20 Transaction%20Policy.pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all related party transactions.

During the year, none of the transactions with related parties came under the purview of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2021-22 and hence, does not form part of this report.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy was devised in accordance with Section 178 of the Act and the SEBI Listing Regulations, as amended. The Nomination and Remuneration Policy of the Company is aimed at inculcating a performance-driven culture. Through its comprehensive compensation programme, the Company endeavours to attract, retain, develop and motivate a high-performance workforce. The said policy is available on the Company''s website at https://www.dlf.in/pdf/Nomination%20 and%20Remuneration%20Policy.pdf.

Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors decides the commission payable to the Chief Executive Officers, Whole-time Directors and Non-executive Directors, out of the profits for the FY within the ceiling as prescribed under the Act.

Annual Evaluation of the Board, its Committees and Individual Directors

The Nomination and Remuneration Committee has formulated criteria for Board evaluation, its committees'' functioning and individual Directors including Independent Directors and also specified that such evaluation will be done by the Nomination and Remuneration Committee and the Board, pursuant to the Act and the Rules made thereunder read with the SEBI Listing Regulations, as amended.

DLF believes that it is the collective effectiveness of the Board that impacts Company''s performance, as a whole. The Board''s performance is assessed against the role and responsibilities as provided in the Act and the SEBI Listing Regulations. The parameters for the Board''s performance evaluation have been derived from the Board''s core role of trusteeship to protect and enhance shareholders'' value as well as to fulfil expectations of other stakeholders through strategic supervision of the Company.

Evaluation of functioning of Board Committees is based on discussions amongst Committee members and shared by the respective Committee Chairperson with the Board.

Committee, the evaluation of Individual Directors was carried out as per the laid down parameters, anonymously in order to ensure objectivity. The Independent Directors of the Board also reviewed the performance of the Non-Independent Directors and the Board, pursuant to Schedule IV to the Act and Regulation 25 of the SEBI Listing Regulations.

Internal Financial Control

The Company has a robust and well embedded system of internal controls. This ensures that all assets are safeguarded and protected against loss from unauthorised use or disposition and all transactions are authorised, recorded and reported correctly. An extensive risk based programme of internal audit and management reviews provides assurance on the effectiveness of internal financial controls, which are continuously monitored through management reviews, self-assessment, functional experts as well as by the Statutory/ Internal Auditors during the course of their audits.

The internal control system ensures compliance with all applicable laws and regulations and facilitates optimum utilisation of available resources and protects the interests of all stakeholders. The Company has clearly defined Policies, Standard Operating Procedures (SOPs), Financial and Operational Delegation of Authority (DOA) and Organisational Structure for its business functions to ensure a smooth conduct of its business. The Enterprise Resource Planning (ERP) system supports in standardisation of processes and automation. The Compliance initiatives taken by the Company have been reported in the Corporate Governance Report, which forms part of this Report.

The Company''s internal control system is commensurate with the nature, size and complexities of operations.

Insider Trading Code

The ''DLF Code of Conduct to Regulate, Monitor and Report by Designated Persons and Immediate

Relatives'' is in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended (''the PIT Regulations''). The said Code lays down guidelines for Designated Persons on the procedures to be followed and disclosures to be made in dealing with the securities of the Company and cautions them on consequences of non-compliances.

The Code of Practices and Procedures of Fair Disclosures of Unpublished Price Sensitive Information including a Policy for determination of legitimate purposes is also in line with the PIT Regulations. Further, the Company has put in place an adequate and effective system of internal controls including maintenance of structured digital database, standard processes to ensure compliance with the requirements of the PIT Regulations to prevent insider trading.

Risk Management

The Board of Directors of the Company have formed a Risk Management Committee to frame, implement and monitor the Risk Management Plan for the Company. The Committee is responsible for monitoring and reviewing the Risk Management Plan and ensuring its effectiveness. The major business and process risks are identified from time to time by the businesses and functional heads. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Risk management forms an integral part of the management policies and is an ongoing process integrated deeply into everyday operations.

During the period under review, the Board of Directors of the Company has revised roles and responsibilities of the Committee which are in keeping with SEBI Listing Regulations and to ensure that the whole process of risk management is well coordinated and carried out as per mitigation plan.

The development and implementation of Risk Management Policy has been covered in the Management Discussion and Analysis Report, which forms part of this report.

Significant and Material Orders passed by Regulators or Courts or Tribunals

A petition under Section 9 of the Insolvency and Bankruptcy Code, 2016 (''IBC'') was filed by IL & FS Engineering Construction Company Limited (''IL & FS'') praying that the Corporate Debtor is liable to pay approximately '' 46.34 crore in connection with a road project contract at Sector 56, Gurugram. The Company has filed its reply, inter-alia that the said amount is not payable and hence, the petition is liable to be dismissed. The Company without prejudice to its rights, submitted its claims of '' 381.49 crore against IL & FS as on 15 October 2018 (cut-off date) to Claims Management Advisor i.e. Grant Thornton Bharat LLP, out of total claim of ~'' 607.04 crore.

Vigil Mechanism

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour.

The Whistle Blower Policy is available on the Company''s website at https://www.dlf.in/corporate-governance-policies/DLFWBP.pdf.

Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

The Company continues to follow a robust anti-sexual harassment policy on ''Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace'' in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''POSH'') and Rules made thereunder. Internal Complaints Committee has been set-up to redress complaints received regarding sexual harassment at various workplaces in accordance with POSH. The Committee constituted in compliance with POSH ensures a free and fair enquiry process with clear timelines for resolution. To build awareness in this area, the Company has been conducting programmes on regular basis.

All employees, including those of subsidiaries (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral.

During the FY, one case was reported which has undergone the due process as per the Policy. The Company continues to promote the cause of women colleagues, through ''Jagruti'', all-women''s forum for experience sharing, creating awareness on women''s safety/ related issues, celebrating important days dedicated to women and organising workshops on gender sensitivity.

Other Information

During the FY, no disclosure or reporting is required in respect of the following matters:

â¢ Issue of equity shares with differential rights as to dividend, voting or otherwise;

â¢ I ssue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees'' Stock Options Scheme referred to in this Report;

â¢ There has been no change in the nature of business of the Company; and

â¢ There was no instance of one time settlement with any Bank or Financial Institution.

Acknowledgements

The Board of Directors would like to express their sincere appreciation for assistance and co-operation received from vendors and stakeholders, including financial institutions, banks, Central and State Government authorities, customers and other business associates, who continued to extend their valuable support during the year under review. It will be the Company''s endeavour to nurture these relationships in strengthening business sustainability.

The Board of Directors offers their deepest condolences to the family members for loss of their loved ones due to second wave of COVID-19 pandemic and are grateful and have immense respect for every person who risked his/ her life and safety to fight this pandemic.

The Board of Directors appreciate and value the contribution made by every member of DLF family who remain dedicated to the Company during these difficult times.

For and on behalf of the Board of Directors

(Ashok Kumar Tyagi) (Devinder Singh)

CEO and Whole-time CEO and Whole-time 17 May 2022 Director Director

Gurugram (DIN: 00254161) (DIN: 02569464)

Mar 31, 2021

The Board of Directors have pleasure in presenting their 56^th Annual Report on the business and operations of the Company, together with the audited financial statements for the financial year ended 31 March 2021.

Financial and Operational Highlights

(f in crore)
Particulars	Consolidated		Standalone
	2020-21	2019-20	2020-21	2019-20
Total income	5,945	6,888	4,429	4,915
Total expenses	5,009	6,575	2,984	2,635
Profit before exceptional items, tax, share of profit in associates and joint ventures	936	313	1,445	2,280
Exceptional items (net)	(96)	340	(45)	1,186
Profit before tax, share of profit in associates and joint ventures	840	653	1,400	3,466
(a) Tax expense for the year (Current tax and Deferred tax)	362	217	324	57
(b) Deferred Tax Asset (DTA) reversal on account of adoption of new tax rate		1,916		1,145
Less: Tax expense (a) (b)	362	2,133	324	1,202
Profit/ (Loss) after tax before share of profit (net) in associates and joint ventures	478	(1,480)	1,076	2,264
Share of Profit in associates and joint ventures (net)	605	890
Net Profit/ (Loss) for the Year	1,083	(590)	1,076	2,264
Other Comprehensive Income	3	(10)	1	(3)
Total Comprehensive Income	1,086	(600)	1,077	2,261

Financial Performance Review and Analysis

On a consolidated basis, your Company recorded a revenue (including other income) of f 5,945 crore, which was 14% lower as compared to the previous year. This was largely on account of product-mix and lesser number of possession letters issued.

Total expenses were significantly lower as compared to previous year. This was primarily driven by effective cost control initiatives of the organisation. Finance costs and other expenses reduced by more than 30%.

After accounting for share of profit in DLF Cyber City Developers Limited (DCCDL) and other jointly controlled entities of f 605 crore, your Company recorded a net profit of f 1,083 crore during the year as against net loss of f 590 crore in the previous financial year. Last year''s loss was primarily on account of one-time DTA reversal due to the adoption of the new tax regime.

Despite the adverse circumstances, your Company generated surplus cash flow of f 382 crore during the year leading to reduction in net debt. The improvement in cash flow was primarily driven by improved Quarter on Quarter collections and effective cost control measures implemented by your Company.

Impact of COVID-19

COVID-19 pandemic has manifested as a global challenge, with disruption across the world. Global solutions are needed to overcome these.

The pandemic caused slow down and impacted the Indian Real Estate Sector. The Central and State Governments have taken various initiatives including stamp duty waivers, reduced charges and establishment of Special Window for Affordable and Mid-Income Housing (''SWAMIH''), to provide last mile funding for stalled projects. Keeping the policy rates low has helped the sector to withstand these difficult times.

India had one of the strictest lockdowns to prevent the spread of COVID-19. This led to the curtailment of economic activity. Once lockdown restrictions were eased, the economy started witnessing gradual recovery. With the success of the vaccination drive, it is expected that the current fiscal should show revival aided by initiatives of the Central Bank and Governments.

The health and safety of our employees and stakeholders remained the top priority for the Company, with several initiatives to support employees and their families during the pandemic.

DLF Cyber City Developers Limited

DCCDL reported a consolidated income of f 4,385 crore as compared to f 5,083 crore in the previous financial year. The decrease in revenue was primarily on account of lower retail revenues and services as also other interest income. DCCDLs consolidated EBIDTA is f 3,417 crore in FY 2020-21 in comparison to f 3,720 crore in FY 2019-20 and total comprehensive income stood at f 913 crore compared to f 1,317 crore in FY 2019-20. As on 31 March 2021, DCCDL and its subsidiaries, together, had an operational portfolio of ~ 3.17 million square meter (msm) [34.1 million square feet (msf)].

Review of Business Development Business

Residential Segment

Your Company witnessed a strong upsurge during the later part of FY 2020-21 owing to a healthy demand aided by better affordability, improving consumer sentiment and the desire to own a home. The Company embarked on bringing new products across different segments and locations. With introduction of new products, the Company recorded new sales booking of f 3,084 crore as compared to f 2,485 crore in the previous year, an increase by 24%.

Non-Convertible Debentures of f 10,00,000/- each, (the ''NCDs'') aggregating to f 500 crore. The NCDs are listed on BSE Limited.

Transfer to Reserves

During the financial year, the Company has not transferred any amount to the general reserve. In terms of the provisions of Section 71 of the Companies Act, 2013 (''the Act'') read with Rule 18(7)(b)(iii)(B) of the Companies (Share Capital and Debentures) Rules, 2014, Debenture Redemption Reserve is not required for privately placed debentures by listed Companies, hence no amount was transferred to Debenture Redemption Reserve.

Credit Rating

CRISIL has maintained Long Term Rating as A with stable outlook and Short Term Rating as A1.

Further, ICRA has maintained Long Term Rating as A with stable outlook. There has been no change in the Short Term Rating, it has been reaffirmed as A1.

Public Deposits

During the year under review, the Company has neither invited nor accepted/ renewed any deposits from the public.

Holding Company

Rajdhani Investments & Agencies Private Limited continued to be the holding company and holds 60.42% of paid-up share capital of the Company.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended, is given at Annexure-A hereto and forms part of this Report.

Particulars of Employees

Pursuant to the provisions of Section 197(12) of the Act read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement listing names of the top 10 employees in terms of the remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set-out in the said Rules, forms part of this report at Annexure-E1 and E2.

Subsidiaries, Joint Ventures, Associate Companies and Consolidated Financial Statements

As on 31 March 2021, the Company had 173 subsidiary companies and 5 associate companies (including joint venture companies) in terms of the provisions of the Act. Further, details of changes in subsidiaries, joint ventures and associate companies during the year are given at Annexure-D.

Your Company has planned a strong potential of ~3.25 msm (35 msf) of new products offering diversity across segments and geographies. DLF introduced Independent Floors across Gurugram, which saw encouraging response from the market. The Company continued to monetise its completed inventory and witnessed demand pick-up across all segments.

Annuity Business

The Annuity business is primarily undertaken through DCCDL and the Company directly owns ~0.19 msm (2 msf) of the leased assets.

As on 31 March 2021, DCCDL and its subsidiaries, together, had an operational portfolio of ~3.17 msm (34.1 msf) with additional under development assets of ~0.42 msm (4.5 msf).

The rental revenue recorded a marginal increase during the year at f 3,029 crore, primarily due to addition of new assets, namely DLF Cyber Park in Gurugram and additional block in DLF Cyber City, Chennai. The average occupancy level stood at 89%.

The Retail segment was adversely impacted due to the pandemic and the consequent lockdown restrictions. Your Company took a leadership approach by offering a support package to its retail tenant partners. DLF witnessed a gradual recovery in the retail segment during the second half of the fiscal.

DLF maintains a positive outlook towards its rental business and hence continues to build new assets. The development of DLF Downtown at Gurugram and Chennai remain on track.

Dividend

The Board is pleased to recommend a dividend of f 2/-per equity share of the face value of f 2/- each for the FY 2020-21, payable to those shareholders, whose names appear in the Register of Members/ Beneficial ownership list provided by the depositories on the record date.

The total outgo on account of payment of dividend for the FY 2020-21 would be f 495.06 crore and the same outgo was in the previous financial year.

The dividend payout is in accordance with the prevalent applicable laws and the Company''s Dividend Distribution Policy. The said policy is available on the website of the Company i.e. https://www.dlf.in/pdf/ Dividend%20Distribution%20Policy.pdf.

Change in Capital Structure

The paid-up equity share capital of the Company is f 495.06 crore comprising 2,47,53,11,706 equity shares of f 2/- each fully paid-up.There is no change in the share capital of the Company during the financial year.

Issue of Debentures

During the financial year, the Company has issued 5,000 - 8.25% Senior, Secured, Rated, Listed, Redeemable

Material Unlisted Subsidiary(ies)

Your Company has four material unlisted subsidiaries namely, DLF Cyber City Developers Limited (Debt Listed), DLF Assets Limited, DLF Power & Services Limited and DLF Home Developers Limited.

Amalgamation/ Arrangement

A. Merger(s) filed before the Hon''ble National Company Law Tribunal, Chandigarh (NCLT, Chandigarh)

1. The Hon''ble NCLT, Chandigarh vide its Order dated 24 February 2021 has approved the Scheme of Amalgamation of DLF Property Developers Limited, Genisys Property Builders & Developers Private Limited and Ghaliya Builders & Developers Private Limited (Transferor Companies) with DLF Luxury Homes Limited (Transferee Company) and the transferor companies stand merged with the transferee company effective from the Appointed Date of 1 April 2019.

2. Pursuant to Sections 230-232 and other relevant provisions of the Act read with the Rules made thereunder, a Scheme of Arrangement, comprising wholly-owned subsidiary companies, namely, DLF Phase-IV Commercial Developers Limited, DLF Real Estate Builders Limited and DLF Residential

Builders Limited (Transferor Companies) and demerger of the Real Estate Undertaking of DLF Utilities Limited with DLF Limited (Transferee Company) was filed before the Hon''ble NCLT, Chandigarh. The Hon''ble NCLT, Chandigarh vide its Order dated 21 November 2019, disposed of the First Motion Application.

Subsequently, Second Motion Petition was filed in March 2020. The matter is pending before the Hon''ble NCLT, Chandigarh.

3. Pursuant to Sections 230-232 and other relevant provisions of the Act read with the Rules made thereunder, a Scheme of Amalgamation involving Adeline Builders & Developers Private Limited and fourteen others, namely Armand Builders & Constructions Private Limited, Americus Real Estate Private Limited, DLF Commercial Developers Limited, Elvira Builders & Constructions Private Limited, Eastern India Powertech Limited, Lada Estates Private Limited, Lear Builders & Developers Private Limited, Melosa Builders & Developers Private Limited, Mens Buildcon Private Limited, Narooma Builders & Developers Private Limited, Nudhar Builders & Developers Private Limited, Rachelle Builders & Constructions Private Limited, Royalton Builders & Developers Private Limited and Saket Holidays Resorts Private Limited (Transferor Companies) with DLF Home Developers Limited (Transferee Company) was filed before the Hon''ble NCLT, Chandigarh on 26 June 2020.

Subsequently, Second Motion Petition was filed before the Hon''ble NCLT, Chandigarh on 9 March 2021. The matter is pending before the Hon''ble NCLT, Chandigarh.

4. Pursuant to Sections 230-232 and other relevant provisions of the Act read with the Rules made thereunder, a Scheme of Amalgamation of Abhigyan Builders & Developers Private Limited and seven others, namely Abhiraj Real Estate Private Limited, Benedict Estates Developers Private Limited, Chakradharee Estates Developers Private Limited, DLF Gayatri Home Developers Private Limited, Lizebeth Builders & Developers Private Limited, Vkarma Capital Investment Management Company Private Limited and Vkarma Capital Trustee Company Private Limited (Transferor Companies) with DLF Residential Partners Limited (Transferee Company) was filed before the Hon''ble NCLT, Chandigarh on 16 July 2020. The First Motion Application was disposed of by the Hon''ble NCLT, Chandigarh on 12 January 2021 with the directions to file Second Motion Petition.

Subsequently, Second Motion Petition was filed before the Hon''ble NCLT, Chandigarh on 18 January 2021. The matter is pending before the Hon''ble NCLT

5. Pursuant to Sections 230-232 and other relevant provisions of the Act read with Rules made thereunder, a Scheme of Amalgamation of Richmond Park Property Management Services Limited (Transferor Company) with DLF Emporio Limited (Transferee Company) was filed before the Hon''ble NCLT, Chandigarh on 4 May 2020. The matter is pending before Hon''ble NCLT, Chandigarh.

B. Merger(s) filed/ pending before the Hon''ble

Regional Director, Northern Region, Ministry of

Corporate Affairs, New Delhi

1. During the financial year, the Hon''ble Regional Director, Northern Region, New Delhi vide its Order dated 15 March 2021 has approved the Scheme of Amalgamation of Nayef Estates Private Limited (Nayef) with Afaaf Builders & Developers Private Limited (Afaaf) and Nayef stands merged with Afaaf with effect from the Appointed Date of 1 April 2020.

2. The Board of Directors of the respective wholly-owned subsidiaries vide their Resolutions dated 11 March 2021 have accorded consent for Scheme of Amalgamation involving Arva Builders & Developers Private Limited, Balint Real Estates Private Limited, Havard Builders & Developers Private Limited and Mujaddid Builders & Developers Private Limited (Transferor Companies) with Akina Builders & Developers Private Limited (the Transferee Company).

3. The Board of Directors of the respective

wholly-owned subsidiaries vide their Resolutions dated 11 March 2021 have accorded consent for Scheme of Amalgamation involving Abjayoni Estates Developers Private Limited, Camden Builders & Developers Private Limited, Nilima Real Estate Developers Private Limited and Rosalind Builders & Constructions Private Limited (Transferor Companies) with Atherol Builders & Developers Private Limited (Transferee Company).

4. The Board of Directors of the respective

wholly-owned subsidiaries vide their Resolutions dated 11 March 2021 have accorded consent for Scheme of Amalgamation involving Abheek Real Estate Private Limited, Anuroop Builders & Developers Private Limited, Charon Elevators Private Limited, Grism Builders & Developers Private Limited, Luvkush Builders Private Limited, Peace Buildcon Private Limited and Vismay Builders & Developers Private Limited (Transferor Companies) with Ananti Builders & Construction Private Limited (Transferee Company).

5. The Board of Directors of the respective

wholly-owned subsidiary vide their

Resolutions dated 11 March 2021

have accorded consent for Scheme of Amalgamation involving Chrysilla Builders & Developers Private Limited (Transferor Company) with Arlie Builders & Developers Private Limited (Transferee Company).

6. The Board of Directors of the respective

wholly-owned subsidiaries vide their

Resolutions dated 11 March 2021

have accorded consent for Scheme of Amalgamation involving Kambod Real Estates Private Limited and Shikhi Estates Private Limited (Transferor Companies) with Qabil Builders & Developers Private Limited (Transferee Company).

7. The Board of Directors of the respective wholly-owned subsidiary vide their Resolutions dated 11 March 2021 have accorded consent for Scheme of Amalgamation involving Laxmibanta Estates Developers Private Limited (Transferor Company) with Sagardutt Builders & Developers Private Limited (Transferee Company).

8. The Board of Directors of the respective wholly-owned subsidiaries vide their Resolutions dated 11 March 2021 have accorded consent for Scheme of Amalgamation involving Fabrizio Real Estates Private Limited and Karena Estates Developers Private Limited (Transferor Companies) with Vamil Builders & Developers Private Limited (Transferee Company).

9. The Board of Directors of the respective wholly-owned subsidiaries vide their Resolutions dated 13 April 2021 have accorded consent for Scheme of Amalgamation involving Alfonso Builders & Developers Private Limited and Rinji Estates Developers Private Limited (Transferor Companies) with Hoshi Builders & Developers Private Limited (Transferee Company).

10. The Board of Directors of the respective wholly-owned subsidiary vide their Resolutions dated 13 April 2021 have accorded consent for Scheme of Amalgamation involving Rajika Estates Developers Private Limited (Transferor Company) with Uncial Builders & Constructions Private Limited (Transferee Company).

11. The Board of Directors of the respective wholly-owned subsidiary vide their Resolutions dated 13 April 2021 have accorded consent for Scheme of Amalgamation involving Cirila Builders And Constructions Private Limited (Transferor Company) with Verano Builders & Developers Private Limited (Transferee Company).

Listing at Stock Exchanges

Management Discussion and Analysis Report

The Management Discussion and Analysis Report, as required under Regulation 34 read with Schedule V to the SEBI Listing Regulations, forms part of the Annual Report.

Corporate Governance Report

The Company is committed to sound corporate governance practices as well as compliance with all applicable laws and regulations. The Board believes that combining the highest level of ethical principles with our unmatched brand, experience and expertise, will ensure that we continue to be the leading company in our sector. The Corporate Governance Report, as stipulated under Regulations 17 to 27 & 46(2) and Paragraphs C, D and E of Schedule V to the SEBI Listing Regulations, forms part of the Annual Report.

The requisite certificate from S.R. Batliboi & Co. LLP Chartered Accountants, Statutory Auditors of the Company, confirming compliance with the conditions of corporate governance as stipulated under the SEBI Listing Regulations, is attached to the Corporate Governance Report.

Directors'' Responsibility Statement

In terms of the provisions of Section 134(5) of the Act, your Directors confirm that:

(i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(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 31 March 2021 and the profit and loss of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the Annual Accounts 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 are operating effectively; and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable

laws and that such systems were adequate and operating effectively.

Declaration by Independent Directors

The Independent Directors in their disclosures have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the disclosures received from Independent Directors, the Board of Directors has confirmed that they fulfilled conditions specified in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and were independent of the Management.

Confirmation by Directors regarding Directorship/ Committee Positions

Based on the disclosures received, none of the Directors on the Board holds directorships in more than ten public companies and none of the Independent Directors served as an Independent Director on more than seven listed entities as on 31 March 2021. Further, no Whole-time Director served as an Independent Director in any other listed company. Necessary disclosures regarding Committee positions in other public companies as on 31 March 2021 have been made by the Directors and have been reported in the Corporate Governance Report and form a part of this Report.

Certification from Company Secretary in Practice

Board and its Committees

The Board of Directors met five times during the FY 2020-21. The details on the composition of the Board, Committees, meetings held, and related attendance are provided in the Corporate Governance Report and form part of the Annual Report.

Auditors and Audit Reports

S.R. Batliboi & Co. LLP Chartered Accountants (FRN 301003E/ E300005) were appointed as Statutory Auditors of the Company for a term of five consecutive years from the conclusion of 52^nd Annual General Meeting (AGM) till the conclusion of 57^th AGM, subject to ratification of their appointment at every subsequent AGM. The Ministry of Corporate Affairs vide notification dated 7 May 2018 however, rescinded this requirement of seeking members'' ratification at every AGM on appointment of Statutory Auditors during their tenure of five years.

The Notes on financial statements (including the Consolidated Financial Statements) referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remarks or disclaimer.

Cost Auditors

During the year, M/s R.J. Goel & Co., Cost Accountants (FRN 000026) were appointed as Cost Auditors of the Company for the FY 2020-21 for conducting the audit of cost records of the Company pertaining to real estate development activities. Your Company is maintaining the requisite cost records and the Cost Audit Report for the FY 2020-21 which shall be filed with the Ministry of Corporate Affairs in due course.

A certificate from the Cost Auditors certifying their independence and arm''s length relationship has been received by the Company.

As per provisions of the Act, the remuneration payable to Cost Auditors is required to be approved by the members in a General Meeting.Accordingly, a resolution seeking members'' ratification for the remuneration payable to M/s R.J. Goel & Co., Cost Accountants is included in the notice convening the AGM.

Secretarial Auditor

Dr. K.R. Chandratre, Company Secretary in practice was appointed as Secretarial Auditor of the Company to conduct Secretarial Audit for the FY 2020-21. The Secretarial Audit Report and Secretarial Compliance Report for the financial year ended 31 March 2021 is annexed herewith at Annexure-B. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks or disclaimers. The Secretarial Compliance Report has been filed with the stock exchanges.

DLF Cyber City Developers Limited, DLF Assets Limited, DLF Powers & Services Limited and DLF Home Developers Limited, material subsidiaries of the Company, have also undergone Secretarial Audit under Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations.

Accordingly, the Secretarial Audit Report for the financial year ended 31 March 2021 of DLF Cyber City Developers Limited, DLF Assets Limited and DLF Power & Services Limited issued by Dr. K.R. Chandratre and the Secretarial Audit Report of DLF Home Developers Limited, issued by M/s Sanjay Grover & Associates, Practicing Company Secretaries, are at Annexure-B. The said reports are self-explanatory and do not contain any qualifications, reservations, adverse remarks or disclaimers.

Reporting of Fraud by Auditors

During the year under review, the Auditors have not reported any instance of fraud in respect of the Company, its officers or employees under Section 143(12) of the Act.

Secretarial Standards

The Secretarial Standards i.e. SS-1 & SS-2 relating to meetings of the Board of Directors and General Meetings, respectively have been duly followed by the Company.

Directors and Key Managerial Personnel

During the year under review, Dr. K.P Singh resigned as Non-executive Director/ Chairman of the Company on 4 June 2020. The Board elevated Mr. Rajiv Singh, Vice Chairman as the Chairman of the Company w.e.f. 4 June 2020. The Board has conferred upon Dr. K.P Singh, lifetime title of ''Chairman Emeritus'' w.e.f. 5 June 2020.

Mr. Mohit Gujral and Mr. Rajeev Talwar, Chief Executive Officer and Whole-time Director(s) superannuated from close of the business hours on 31 October 2020 and 31 March 2021, respectively.

Dr. K.N. Memani and Dr. D.V. Kapur also ceased to be Independent Directors of the Company w.e.f. 31 March 2021 (close of business hours) upon completion of their second term under the Act.

Mr. Ashok Kumar Tyagi and Mr. Devinder Singh, Whole-time Directors were redesignated/ appointed as Chief Executive Officer and Whole-time Director(s) by the Board of Directors at its meeting held on 11 June 2021 for a term co-terminus with their appointment as Whole-time Directors, subject to the approval of the shareholders.

Ms. Savitri Devi Singh and Ms. Anushka Singh were appointed as Additional Directors of the Company w.e.f. 11 June 2021 to hold office up to date of ensuing AGM. The Company has received a notice in writing under the provisions of Section 160 of the Act from member(s) proposing the candidature(s) of Ms. Savitri Devi Singh and Ms. Anushka Singh for the office of Director of the Company, liable to retire by rotation.

Pursuant to the provisions of Section 152 of the Act read with Articles of Association of the Company, Ms. Pia Singh, Director is liable to retire by rotation at the ensuing AGM and, being eligible, has offered herself for re-appointment. The resolution seeking members'' approval for her re-appointment forms part of the AGM notice.

Mr. Subhash Setia, Company Secretary and Compliance Officer, superannuated from close of business hours on 30 September 2020 from the services of the Company. Mr. R.P Punjani was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 1 October 2020.

A brief resume of the Director(s) seeking appointment/ re-appointment/ re-designation, along with other details as stipulated under Regulation 36(3) of the SEBI Listing Regulations read with the Secretarial Standards on General Meetings, is provided in the Corporate Governance Report and Notice for convening the AGM.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31 March 2021 were Mr. Rajiv Singh, Chairman/ Whole-time Director, Mr. Ashok Kumar Tyagi, Mr. Devinder Singh, Chief Executive Officer and Whole-time Director(s), Mr. Vivek Anand, Group Chief Financial Officer and Mr. R.P Punjani, Company Secretary & Compliance Officer of the Company.

Corporate Social Responsibility (CSR)

The DLF Group implements its CSR initiatives through DLF Foundation, which plays an indispensable role along with the Government, civil society and communities to resolve critical development challenges faced by the communities. Its programmes are aligned with the immediate ongoing priorities of the Government.

DLF believes that it needs to empower communities across various domains through an integrated and holistic approach so that they are able to realise their full potential while making a difference to the society. The Company believes in creating value for the stakeholders, including the underprivileged sections of the society and that everyone should be able to lead a life with dignity.

The Company has been contributing continuously towards building sustainable capacities and creating resources for the marginalised people near its operational areas.

DLF Foundation addresses Social Development Projects with an integrated holistic approach to ensure that its programmes impact critical aspects of the lives of the underserved in the areas of Education, Healthcare, Environment Preservation, Women Empowerment, Promotion of Sports and Social Infrastructure, as also for Animal Welfare.

The Board, based on the recommendations of the CSR Committee, approved the CSR Policy of the Company in accordance with Section 135 of the Act and Rules made thereunder. A copy of the CSR policy is available on the Company''s website at https://www.dlf.in/pdf/ Corporate%20Social%20Responsibility%20Policy.pdf.

The Annual Report on CSR activities, as per the prescribed format under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is at Annexure- C.

Environment and Sustainability

At DLF, we embrace our unique position as industry pioneers to re-write the Indian Real Estate narrative. We take pride in enacting, exemplifying and exceeding the highest environmental, social and governance standards, which address the pressing challenges faced by our Nation.

To realise our business vision, we strive to excel in the three basic parameters. In order to do that, we have mapped the issues relevant to our business

and stakeholders. Our endeavour is to strive for operational excellence, while pursuing growth that is environmentally and socially sustainable. Therefore, our sustainability strategy is centered around three key pillars: Sustainable Business, Environmental Stewardship and Social Stewardship.

While we focus on expanding our footprint and increasing our revenue, it is imperative for us to assess and monitor the risks and opportunities continuously. This includes assessing the emerging trends and addressing issues of climate change as we move forward.

Therefore, our approach to sustainability includes monitoring our growth in alignment with our targets and commitments as we advance on the journey of development.

We believe that our values form the foundation of this process, while engaging in a more responsible business model. This mission and vision govern our decisions and continually evolve.

DLF has maintained rigorous safety standards vetted by world-class independent organisations like British Safety Council. Testimony of this is that we are the only group globally to be conferred 16 ''Sword of Honour'' awards in a year from the British Safety Council, a pinnacle of safety standards across the world.

DLF Buildings have also been conferred with ''Five Star Rating for Occupational Health and Safety'' by British Safety Council. As a recognition of your Company''s policies on governance, social and environmental initiatives, your Company has been recognised as an index component in the Dow Jones Sustainability Indices in the emerging markets category. DLF is the only real estate company from India to be included in this index.

The Company is deeply committed to the health, well-being and prosperity of its customers, partners, employees and all other stakeholders. We are continuously innovating to create safer workplaces, green and intelligent buildings, energy-efficient, smarter cities for sustainable communities across India to achieve long-term stakeholders'' value.

Our Environment, Social and Governance Report is available at https://www.dlf.in/investor.php .

Annual Return

The Annual Return under Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, is available at https://www.dlf.in/annual_ docketMNNUAL_RETURN_2020_2021.pdf.

Awards and Accolades

Your Company continues to lead its sector and has received a number of awards. The details of the major awards and accolades received during the year are given at Annexure-F.

Business Responsibility Report (BRR)

The BRR describes the initiatives taken by the Company from social, environmental and governance perspectives. Details are at Annexure-G.

Particulars of Loans, Guarantees, Securities and Investments

Particulars of loans, guarantees, securities and investments have been disclosed in the notes to the Standalone Financial Statements.

Transactions with Related Parties

The Company has robust processes and procedures for identification and monitoring related party(ies) and related party transactions.

The Company''s policy for related party transactions regulates the transactions between the Company and its related parties. The said policy is available on the Company''s website at https://www.dlf.in/pdf/ Related%20Party%20Transaction%20Policy.pdf. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its related parties.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy was devised in accordance with Section 178 of the Act and the SEBI Listing Regulations. The Nomination and Remuneration Policy of the Company is aimed at inculcating a performance-driven culture. Through its comprehensive compensation programme, the Company endeavours to attract, retain, develop and motivate a high-performance workforce. The said policy is available on the Company''s website at https://www.dlf.in/pdf/Nomination%20 and% 20Remuneration20Policy.pdf.

Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors decides the commission payable to the Chief Executive Officers, Whole-time Directors and Non-executive Directors out of the profits for the financial year within the ceilings prescribed under the Act.

Annual Evaluation of the Board, its Committees and Individual Directors

The Nomination and Remuneration Committee has formulated criteria for Board evaluation, its Committees'' functioning and Individual Directors including Independent Directors and also specified that such evaluation will be done by the Nomination and Remuneration Committee and the Board, pursuant to the Act and the Rules made thereunder read with the SEBI Listing Regulations.

DLF believes that it is the collective effectiveness of the Board that impacts Company''s performance, as a whole. The Board''s performance is assessed against the role and responsibilities as provided in the Act and the SEBI Listing Regulations. The parameters for the Board''s performance evaluation have been derived from the Board''s core role of trusteeship to protect and enhance shareholders'' value as well as to fulfil expectations of other stakeholders through strategic supervision of the Company.

Evaluation of functioning of Board Committees is based on discussions amongst Committee members and shared by the respective Committee Chairman with the Board. Individual Directors are evaluated in the context of the role played by each Director as a member of the Board at its meetings, in assisting the Board in realising its role of strategic supervision of the functioning of the Company in pursuit of its purpose and goals. While the Board evaluated its performance against the parameters laid down by the Nomination and Remuneration Committee, the evaluation of individual Directors was carried out against the laid down parameters, anonymously in order to ensure objectivity. The Independent Directors of the Board also reviewed the performance of the Non Independent Directors and the Board, pursuant to Schedule IV to the Act and Regulation 25 of the SEBI Listing Regulations.

Internal Financial Control

Your Company has a robust and well embedded system of internal controls. This ensures that all assets are safeguarded and protected against loss from unauthorised use or disposition and all transactions are authorised, recorded and reported correctly. An extensive risk based programme of internal audit and management reviews provides assurance on the effectiveness of internal financial controls, which are continuously monitored through management reviews, self-assessment, functional experts as well as by the Statutory/ Internal Auditors during the course of their audits.

The internal audit was entrusted to Grant Thornton Bharat LLP The main thrust of internal audit was to test and review controls, appraisal of risks and business processes, as also benchmarking controls with the best industry practices.

Risk management forms an integral part of the management policies and is an ongoing process integrated deeply into everyday operations.

The development and implementation of Risk Management Policy has been covered in the Management Discussion and Analysis Report, which forms part of this report.

Significant and Material Orders passed by Regulators or Courts or Tribunals

During the year under review, no significant and material order was passed by the regulators/ courts/ tribunals which would impact the going concern status of the Company and its future operations. However, some significant orders passed previously form part of Note 49 to the Standalone Financial Statements.

A petition under Section 9 of the Insolvency and Bankruptcy Code, 2016 (IBC) was filed by IL & FS Engineering Construction Company Limited (IL&FS) praying that the Corporate Debtor is liable to pay approximately ? 46.34 crore in connection with a road project contract at Sector 56, Gurugram. The Company has filed its reply inter-alia that the said amount is not payable and hence, the petition is liable to be dismissed. On the contrary, the Company has a claim for approximately ? 607.04 crore and a claim will be filed before the concerned authority.

Vigil Mechanism

The Whistle Blower Policy is posted on your Company''s website at https://www.dlf.in/corporate-governance-policies/DLFWBP.pdf.

Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

Your Company continues to follow a robust anti-sexual harassment policy on ''Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace'' in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''POSH'') and Rules made thereunder. Internal Complaints Committee has been set-up to redress complaints received regarding sexual harassment at various workplaces in accordance with POSH. The Committee constituted in compliance with POSH ensures a free and fair enquiry process with clear timelines for resolution. To build awareness in this area, the Company has been conducting programmes on regular basis.

All employees, including those of subsidiaries (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral.

The internal control system ensures compliance with all applicable laws and regulations and facilitates optimum utilisation of available resources and protects the interests of all stakeholders. The Company has clearly defined Policies, Standard Operating Procedures (SOPs), Financial and Operational Delegation of Authority (DOA) and Organisational Structure for its business functions to ensure a smooth conduct of its business. The Enterprise Resource Planning (ERP) system supports in standardisation of processes and automation.

The Company''s internal control system is commensurate with the nature, size and complexities of operations.

Insider Trading Code

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended (''the PIT Regulations'') on prevention of insider trading, your Company has revised ''DLF Code of Conduct to Regulate, Monitor and Report by Designated Persons and Immediate Relatives'' in line with the recent amendments brought by SEBI in the PIT Regulations. The said Code lays down guidelines, which advise Designated Persons on the procedures to be followed and disclosures to be made in dealing with the securities of the Company and cautions them on consequences of non-compliances. Your Company has also updated its Code of practices and procedures of fair disclosures of unpublished price sensitive information including a policy for determination of legitimate purposes. Further, your Company has put in place an adequate and effective system of internal controls including maintenance of structural database, standard processes to ensure compliance with the requirements of the PIT Regulations to prevent insider trading.

Risk Management

During the financial year under review, no case was reported. The Company continues to promote the cause of women colleagues, through ''Jagruti'', all-women''s forum for experience sharing, creating awareness on women''s safety/ related issues, celebrating important days dedicated to women and organising workshops on gender sensitivity.

Acknowledgements

Your Company continues to be respected by stakeholders, including valuable customers. The Board of Directors would like to express their sincere appreciation for assistance and co-operation received from vendors and stakeholders, including financial institutions, banks, Central and State Government authorities, customers and other business

associates, who continued to extend their valuable support during the year under review. It will be the Company''s endeavour to nurture these relationships in strengthening business sustainability.

The Board of Directors sincerely offer condolences to the family members for loss of their loved ones due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked his/ her life and safety to fight this pandemic.

The Board of Directors appreciate and value the contribution made by every member of DLF family who remain dedicated to the Company during these difficult times.

For and on behalf of the Board of Directors

(Ashok Kumar Tyagi) (Devinder Singh)

CEO and Whole-time CEO and Whole-time 26 July 2021 Director Director

Gurugram (DIN: 00254161) (DIN: 02569464)

Mar 31, 2019

Directorsâ Report

The Directors have pleasure in presenting their 54^th Report on the business and operations of the Company, together with the audited results for the financial year ended 31 March 2019.

Financial and Operational Highlights

(Rs, in crore)

	Consolidated		Standalone
	2018-19	2017-18	2018-19	2017-18
Total Income from operations	9,029	7,664	3,709	3,804
Total expenses	8,511	7,814	2,943	3,138
Profit before exceptional items and tax	518	(150)	766	666
Exceptional items(net)	127	8,765	-	(121)
Profit before tax	645	8,615	766	545
Less: Tax expense	277	4,323	78	180
Profit after tax	368	4,292	688	365
Share of Profit/ (Loss) in jointly controlled entities (net)	946	184
Net Profit for the year	1,314	4,476	688	365
Other Comprehensive Income	(3)	13	-	10
Total Comprehensive Income	1,311	4,489	688	375

Your Company recorded a consolidated revenue of Rs,9,029 crore in FY''19 as compared to Rs,7,664 crore in FY''18, an increase of 18%. The financials for the current year are not comparable on account of the following reasons:

(a) Revenue was recognized as per Ind AS 115 ''Revenue from contracts with customers'' during the year under review, whereas it was recognized based on the percentage of completion method (PoCM) in the preceding year;

(b) DLF Cyber City Developers Limited (DCCDL) Group was consolidated as a subsidiary till 25 December

2017 and as a joint venture in accordance with Ind AS 28 ''Investment in Associated and Joint Ventures'' for the remaining period of FY''18, whereas the DCCDL Group was consolidated as a joint venture for FY''19; and

Gross operating cash flow before interest and tax stood at Rs,1,605 crore while operating cash flow stood at Rs,390 crore for FY''19.

The earnings per share (EPS) for the year under review was Rs,7.38.

Your Company''s net worth as on 31 March 2019 stood at Rs,33,577 crore. The decrease was mainly attributed to the implementation of the new accounting standard, Ind AS 115, which resulted in opening reserves being adjusted by Rs,5,383 crore (net of taxes) and subsequently enhanced by Rs,3,173 crore following the placement of equity shares to Qualified Institutional Buyers (QIBs).

Your Company''s Balance Sheet was transformed following the infusion of Rs,12,173 crore of equity Rs,9,000 crore from the promoters and Rs,3,173 crore from QIBs. This resulted in a significant reduction in debt, resulting in a net debt-to-equity ratio of 0.13. The infusion of Rs,2,250 crore by the promoters following the exercise of warrants during FY 2019-20 would reduce the ratio further.

With the debt overhang behind it and following the completion of all legacy projects, your Company has enhanced its focus on generating free cash flows through the progressive monetization of its ready-to-occupy inventory.

In a challenging year, your Company achieved net sales of Rs,2,435 crore as against net sales of Rs,1,000 crore in the previous year. It completed 0.59 million square meter (msm) [6.3 million square feet (msf)] of projects during the year under review and issued possession letters to customers for 3,318 units aggregating 0.62 msm (6.64 msf) during FY''19.

DLF Cyber City Developers Limited (DCCDL)

DCCDL reported a consolidated revenue of Rs,5,088 crore compared to Rs,4,948 crore in the previous year. DCCDL Group''s consolidated EBIDTA of Rs,2,664 crore in FY''19 in comparison to Rs,3,541 crore in FY''18 and a profit after tax stood of Rs,1,399 crore compared to Rs,1,418 crore in FY''18. Your Company has a 66.67% equity stake in DCCDL.

Review of Operations

Your Company''s ready-to-occupy inventory across the country stood at Rs,11,650 crore, which your Company is monetising through a focused sales engine.

Your Company demonstrated its execution capabilities and addressed all customer commitments. The Company is now gearing towards the next cycle of development, planning to build out 1.58 msm (17 msf) of residential and commercial space in the near future. The Company''s land reserves are in strategic locations, acquired at historical costs and it is attractively placed to capitalize on improving market conditions by launching projects with speed and without the need to acquire land.

Development Business

Your Company commenced the construction of a new residential project at Midtown, Central Delhi, in a joint venture with GIC Real Estate, Singapore with a development potential of 0.18 msm (1.9 msf); the Company is in the midst of designing another project in that vicinity in a joint venture with GIC Real Estate, Singapore with a development potential of 0.56 msm (6 msf).

Your Company also commenced planning for 0.28 msm (3 msf) commercial building in Gurugram in a joint venture with Hines, USA. It commenced plans for a 0.23 msm (2.5 msf) residential project in DLF5, Gurugram.

Annuity Business

Your Company''s commercial leasing business continued to report good growth. Gross leasing achieved during the year stood at 0.61 msm (6.56 msf), out of which 0.52 msm (5.57 msf) was attributable to the DCCDL Group. Rental values continued to grow attractively. Over 0.17 msm (1.8 msf) of office space was re-leased following the expiry of its nine-year cycle, resetting rentals at the prevailing market rate.

Cyber Park, a 0.23 msm (2.5 msf) commercial office property in Gurugram, will begin to generate rentals from September 2019. Over 90% of the property has been pre-leased to marquee tenants. Another phase of IT SEZ, Chennai is nearing completion and rentals shall commence from the current fiscal year.

DLF''s strong portfolio of high-quality office and retail properties caters to more than 1,600 tenants, including a number of Fortune 500 companies. Your Company''s existing properties have set global benchmarks; the Company is endeavouring to graduate these benchmarks higher by setting new standards in its upcoming developments.

DLF embarked upon development of 0.28 msm (3 msf) of Commercial Office space to address emerging demand in Gurugram. The design for the project is underway. Your Company also commenced planning for the development of 0.33 msm (3.5 msf) commercial office space in Hyderabad and 0.37 msm (4 msf) of office space in Chennai.

DLF''s rigorous safety standards are vetted by world-class independent third parties like British Safety Council. DLF has championed the cause of sustainable development, adherence to global standards and created benchmarks in the Indian real estate sector through the creation of the highest LEED Platinum space in the country (2.53 msm) [27.25 msf] certified by the U.S. Green Building Council, the highest global sustainability certification agency.

DLF recently emerged as the first (and only) organization in the world to win 11 Sword of Honour awards conferred by the British Safety Council in a single year. This is widely recognized as the pinnacle of safety achievement in the real estate sector the world over.

The Indian office leasing market is expected to grow steadily on the back of robust economy activity and a growing recognition of India as a favorable investment destination due to improving infrastructure and fewer policy hurdles etc.

The Indian retail industry is passing through a transformation, comprising the employment of new technologies, new store formats, evolving business models and a greater provision for experiential retail environments. Retailers are preparing for a future marked by an extension beyond conventional retail formats in line with changing consumer preferences. In this emerging environment, lifestyle experience is expected to emerge as the key inflection point influencing the success of malls; with food, beverages and entertainment facilities will increase in importance. Besides, customer preferences have shifted towards branded developments of superior quality. Innovative developers are introducing new entertainment options in malls. Retailers are seeking to merge online experiences with offline ones to enhance the customer''s interest and involvement.

Other Businesses - Hotels

Your Company continues to own two hotel properties viz. The Lodhi, an iconic hotel property in New Delhi, which it directly manages, and Hilton Garden Inn, Saket, which is managed by the global major Hilton.

Transfer of Mall of India, Noida

In line with the Company''s stated objective of streamlining and consolidating the operations and holding structure of its rental assets, the Company transferred its property, Mall of India, Noida (MOIN), a retail mall located in Sector 18, Noida, with a leasable area of 0.19 msm (2 msf) (approximately) to Paliwal Real Estate Limited (Paliwal), a wholly-owned subsidiary. Subsequently, the Board of Directors approved the transfer of entire shareholding of the Company in Paliwal to DCCDL.

Dividend

The Directors are pleased to recommend a dividend of Rs,2/- per equity share (100%) on the face value of Rs,2/each for FY''19 on the enhanced share capital, payable to those shareholders, whose names appear in the Register of Members/ Beneficial ownership details provided by depositories on the record date. The total outgo on account of dividend (exclusive of tax on distributed profit) would absorb Rs,441.44 crore, against Rs,356.81 crore in the previous financial year. The total outgo would increase subsequent to the allotment of equity shares upon conversion of Compulsorily Convertible Debentures (CCDs) and the exercise of Warrants by the promoters/ promoters group entities, as the case may be.

The dividend payout is in accordance with the Company''s Dividend Distribution Policy. The policy was formulated by the Board pursuant to Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [Listing Regulations]. The policy is available on the website of the Company http:// www.dlf.in/images/downloads/170601162837_0001.pdf.

Reserves

The Company as per the provisions of the Companies (Share Capital and Debentures) Rules, 2014, as amended, has adequate Debenture Redemption Reserve (DRR).

The Board of Directors of your Company decided not to transfer any amount to the Reserves for the year under review.

Credit Rating

CRISIL reaffirmed Long-Term/ Non-convertible Debentures Rating A /Stable and Short-Term/ Short-Term Debt Rating of CRISIL A1.

ICRA reaffirmed its long-term rating at [ICRA]A (Positive) and the short-term rating at [ICRA]A1.

Investor Relations

Your Company strives to excel in its engagement with international and domestic investors and activated a feedback mechanism to measure its investor relation effectiveness. Your Company interacts periodically with the investor/ analyst community through structured conference calls and periodic investor/ analyst interactions, including one-on-one meetings, participation in investor conferences and quarterly earnings calls. Your Company hosted an analyst meet during the year under review, comprising a meeting of analysts and investors, with its senior management.

Real Estate (Regulation and Development) Act, 2016 (RERA)

Even as the Central Government had notified RERA in May 2016, certain States are yet to have operational websites. The regulation created short-term adjustment challenges but is expected to be beneficial for the sector. RERA is expected to enhance confidence among customers, increasing sectoral transparency and delivery discipline.

Your Company has applied for registration of the eligible projects under RERA with various State Governments.

Goods and Services Tax (GST)

The Company smoothly implemented the new tax structure under GST since its implementation with effect from 1 July 2017 and is complying with all periodic regulatory requirements, which are reviewed by an external expert independent agency.

Impact on the Development Business

With effect from 1 April 2019, a concessional GST rate of 5% (1% in case of affordable housing) was notified for the construction of Residential Real Estate Projects, without input tax credit. Various conditions were stipulated for the revised rate. For ''ongoing projects'', an option was provided to developers to opt for the new rate or continue at the retrospective rate (12% of the basic sale price and parking but with input tax credit). It was clarified that where the Occupation Certificate was received prior to 31 March 2019, the earlier rate would apply. For most of the ongoing projects of the Company, the Occupation Certificate was received before 31 March 2019 and hence, the 12% rate continued to apply to the extent of bookings made prior to receiving the Occupation Certificate. The Company made necessary compliances in view of this change.

Impact on the Rental Business

The GST rate on the Rental Business continued @ 18%. No input tax credit was available on goods and services used for the construction of a leasable building, unless to the extent specifically allowed under GST Act. Benefit for SEZs continued the zero tax rate, in case supplies were made to SEZ units and related developers and co-developers subject to the fulfilment of prescribed conditions.

Fixed Deposits

During the year under review, the Company has neither invited nor accepted/ renewed any deposits from the public.

Holding Company

Rajdhani Investments & Agencies Private Limited is the holding company, currently holds 55.56% shares of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/ Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings & outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 (''the Act'') read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given at Annexure-A hereto and forms part of this Report.

Particulars of Employees

The information required pursuant to Section 197(12) of the Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended (''the Rules'') in respect of employees of the Company drawing remuneration in excess of the limits set-out in the said Rules, is annexed to this Report.

Pursuant to the provisions of Section 136(1) of the Act, the Financial Statements are being sent to entitled members and others, excluding the information on employees'' particulars specified under Rule 5(2) & (3). The same are available on the website of the Company viz. www.dlf.in and also for inspection by members at the Registered Office/ Corporate Office of the Company up to the date of the ensuing Annual General Meeting (AGM). Any member interested in obtaining such information may write to the Company Secretary.

Share Capital

Qualified Institutions Placement

Your Company allotted 17,30,00,000 equity shares of Rs,2/each to eligible qualified institutional buyers pursuant to the Qualified Institutions Placement (QIP) at the issue price of Rs,183.40 per equity share (including a share premium of Rs,181.40 per equity share), aggregating Rs,3,172.82 crore in a sluggish capital market, validating investor confidence in the Company''s prospects.

Conversion of Compulsorily Convertible Debentures

Your Company converted 24,97,46,836 Compulsorily Convertible Debentures (CCDs) on 29 March 2019 into an equal number of equity shares of Rs,2/- each at a price of Rs,217.25 per share (including a premium of Rs,215.25 per share) to the promoter/ promoter group entities.

Employee Stock Option Scheme

Your Company also allotted 4,08,084 equity shares of Rs,2/- each fully paid-up upon the exercise of stock options by eligible employees under the Employee Stock Option Scheme, 2006.

Consequently, the paid-up equity share capital of the Company increased to Rs,441.44 crore equity shares comprising 2,20,72,21,948 equity shares of Rs,2/- each fully paid-up.

The above allotted equity shares rank pari-passu in all respects with the existing equity shares of the Company, including dividend and/ or any corporate benefits declared by the Company from time to time following allotment.

Employee Stock Option Scheme

Disclosures with respect to stock options as required under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 are available on the website of the Company viz. www.dlf.in. During the year under review, there has not been any change in the Company''s Employee Stock Option Scheme, 2006.

A certificate from S.R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors of the Company, as required under Regulation 13 of the said Regulations, with respect to the implementation of the Company''s Employee Stock Option Scheme, 2006, is available for inspection at the Registered Office/ Corporate Office of the Company and shall also be available at the ensuing AGM.

The relevant disclosures in terms of Ind AS relating to share based payment, forms part of notes to the Standalone Financial Statement and Consolidated Financial Statement of the Company.

Subsidiaries and Consolidated Financial Statements

As on 31 March 2019, the Company had 106 subsidiary companies in terms of the provisions of the Act. Further, details of changes in subsidiaries and associates during the year are given at Annexure-D.

As required under the Listing Regulations and Section 129 of the Act, the consolidated financial statements of the Company were prepared by the Company in accordance with the applicable Ind AS and form a part of the Annual Report. A statement containing the salient features of the Financial Statements of the subsidiaries, joint ventures and associates of the Company in Form AOC-1, as required under the Companies (Accounts) Rules, 2014, form a 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 included as a separate section and form a part of this Annual Report.

Pursuant to the provisions of Section 136 of the Act, audited financial statements of the Company, including consolidated financial statements, other documents required to be attached thereto and audited financial statements of each of the subsidiaries, are available on the website of the Company and may be accessed at http://www.dlf.in/downloads.aspx. These documents would also be available for inspection at the Registered Office/ Corporate Office of the Company and its respective subsidiary companies between 2.00-4.00 P.M. on all working days.

In terms of the provisions of the Listing Regulations, your Company has a policy for determining ''Material Subsidiary'' and such policy is available on the Company''s website at the link http://www.dlf.in/images/downloads/Material-Subsidiary-Policy-Revised.pdf.

Material Unlisted Subsidiary

During the year under review, your Company had four material unlisted subsidiaries namely, DLF Cyber City Developers Limited, DLF Assets Private Limited, Caraf Builders & Construction Private Limited (since merged with DCCDL) and DLF Home Developers Limited.

DLF Power & Services Limited became a material unlisted subsidiary with effect from 1 April 2019. The Company appointed an Independent Director(s) on the Board of the respective material subsidiary, wherever applicable, in compliance with the provisions of the Listing Regulations.

Joint Venture

During the year under review, your Company, through its wholly-owned subsidiary DLF Home Developers Limited (DHDL), entered into a joint venture with Green Horizon Trustee Limited (an affiliate of ''HINES'') for the development of a high-end commercial project in Gurugram. The project will be developed on 11.76 acres owned by the joint venture company. The land parcel is located across the existing business district of DLF Cyber City, Gurugram. DHDL holds 67% stake in the joint venture, while 33% is held by joint-venture partner with the option to increase its stake to 49%. The joint venture partner invested approximately Rs,500 crore in the first tranche.

Scheme of Amalgamation/ Arrangement

a) The Board of Directors of your Company approved the scheme of arrangement, comprising merger/ demerger of wholly-owned subsidiary companies - DLF Phase-IV Commercial Developers Limited, DLF Real Estate Builders Limited, DLF Residential Builders Limited (Transferor Companies) and demerger of the real estate undertaking of DLF Utilities Limited with DLF Limited (Transferee Company) pursuant to Section 232-234 and other relevant provisions of the Act read with rules made thereunder.

The scheme of arrangement/ merger is pending before the Hon''ble National Company Law Tribunal, Chandigarh Bench.

b) The Hon''ble National Company Law Tribunal, Principal Bench, New Delhi, vide its order dated 4 January 2019, has sanctioned the scheme of arrangement involving de-merger of SEZ undertaking of DLF Home Developers Limited (DHDL), a wholly-owned subsidiary of the Company into DLF Info City Chennai Limited (DICCL), a wholly-owned subsidiary of DHDL.

c) The Hon''ble National Company Law Tribunal, Principal Bench, New Delhi, vide its order dated 8 April 2019, sanctioned the scheme of amalgamation/ arrangement involving the merger of DLF South Point Limited (DSPL) with DLF Commercial Developers Limited (DCDL) and demerger of the Hyderabad SEZ undertaking of DLF Commercial Developers Limited into DLF Info City Hyderabad Limited (DICHL).

d) The Hon''ble National Company Law Tribunal, Chandigarh Bench, vide its order dated 27 September

2018, sanctioned the scheme of amalgamation involving the merger of Caraf Builders & Constructions Private Limited with DLF Cyber City Developers Limited.

Listing at Stock Exchanges

Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V to the Listing Regulations forms part of this Report.

Corporate Governance Report

The Corporate Governance Report, as stipulated under Regulations 17 to 27 & 46(2) and paragraphs C, D and E of Schedule V to the Listing Regulations forms part of this Report.

The requisite certificate from S.R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors of the Company, confirming compliance with the conditions of corporate governance as stipulated under the Listing Regulations is attached to the Corporate Governance Report.

Directorsâ Responsibility Statement

In terms of provisions of Section 134(5) of the Act, your Directors confirm that:

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

(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 31 March 2019 and the profit and loss of the Company for that period;

(iv) they have prepared the annual accounts 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 were operating effectively; and

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

Declaration by Independent Directors

The Independent Directors of your Company submitted declarations of their Independence as required under Section 149(7) of the Act and the Listing Regulations, confirming that they meet the criteria of independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There was no change in the circumstances effecting their status as Independent Directors of the Company. The Board reviewed the certificates and noted that all Independent Directors are independent of the Company''s management.

Board and its Committees

The Board of Directors met seven times during the FY 2018-19. The details on the composition of the Board, committees, meetings held and related attendance are provided in the Corporate Governance Report and form a part of this Report.

Auditors & Auditorâs Report

S.R. Batliboi & Co. LLP, Chartered Accountants (FRN 301003E/ E300005) were appointed as Statutory Auditors of the Company for a term of five consecutive years from the conclusion of 52^nd AGM till the conclusion of 57^th AGM, subject to ratification of their appointment at every subsequent AGM. The Ministry of Corporate Affairs vide notification dated 7 May 2018 obliterated the requirement of seeking members'' ratification at every AGM on appointment of statutory auditors during their tenure of five years.

The Notes on financial statements (including the Consolidated Financial Statements) referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation, adverse remarks or disclaimer.

Cost Auditors

During the year, M/s R. J. Goel & Co., Cost Accountants (FRN 000026) were appointed as Cost Auditors of the Company for the FY 2018-19 for conducting the audit of cost records of the Company pertaining to real estate development activities. Your Company is maintaining the requisite cost records and the Cost Audit Report for the FY 2018-19 shall be filed with the Ministry of Corporate Affairs in due course.

A certificate from the Cost Auditor certifying their independence and arm''s length relationship has been received by the Company.

As per provisions of the Act, the remuneration payable to cost auditors is required to be placed before the members in a general meeting for their ratification. Accordingly, a resolution seeking members'' ratification for the remuneration payable to M/s R.J. Goel & Co., Cost Accountants is included in the notice convening the AGM.

Secretarial Auditor

Dr. K.R. Chandratre, Company Secretary in practice was appointed as Secretarial Auditor to conduct Secretarial Audit for the FY 2018-19. In terms of the Regulation 24A of the Listing Regulations, the Secretarial Compliance Report and Secretarial Audit Report of the Company together with material unlisted subsidiaries, namely DLF Cyber City Developers Limited, DLF Home Developers Limited and DLF Assets Private Limited for the financial year ended 31 March 2019 are at Annexure-B. The said reports are self-explanatory and do not contain any qualification, reservation and adverse remarks or disclaimer.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed by the Company, its officers or employees under Section 143(12) of the Act.

Secretarial Standards

The Secretarial Standards i.e. SS-1 & SS-2 relating to meetings of the Board of Directors and General Meetings, respectively have been duly followed by the Company.

Directors and Key Managerial Personnel

The members of your Company have passed Special Resolutions with requisite majority through postal ballot process on 29 March 2019 approving the re-appointments of Dr. Kashi Nath Memani (DIN 00020696) and Dr. Dharam Vir Kapur (DIN 00001982) as Independent Director(s) for a second term of two consecutive years with effect from 1 April 2019. Further, the members approved re-appointments of Mr. Pramod Bhasin (DIN 01197009), Mr. Rajiv Krishan Luthra (DIN 00022285) and Mr. Ved Kumar Jain (DIN 00485623) as Independent Director(s) for a second term of five consecutive years with effect from 1 April 2019. The members also approved the continuation of Mr. Amarjit Singh Minocha (DIN 00010490), pursuant to Regulation 17(1) of Listing Regulations, who has attained the age of 75 years, as an Independent Director for the remaining period of his existing term of Directorship

i.e. up to 19 May 2020. The Board of Directors considered that in view of their illustrious profile, enriched experience, expertise and deep business acumen vis-a-vis. their extensive involvement in the deliberations of the meetings of the Committees of Directors and Board of the Company, their continued association as Independent Directors would be of benefit to the Company and stakeholders.

The Board of Directors of your Company at its meetings held on 25 September 2018 and 5 February 2019 based on the recommendations of Nomination and Remuneration Committee has approved, subject to approval of the members, re-appointment of Dr. K.P. Singh (DIN 00003191), Whole-time Director designated as Chairman for a further period of five years with effect from 1 October 2018, Mr. Mohit Gujral (DIN 00051538), Chief Executive Officer & Whole-time Director and Mr. Rajeev Talwar (DIN 01440785), Chief Executive Officer & Whole-time Director for a further period of five years with effect from 14 February 2019 and Mr. Rajiv Singh (DIN 00003264), Whole-time Director designated as Vice Chairman for a further period of five years with effect from 9 April 2019.

The Board of Directors of your Company based on the recommendation of the Nomination and Remuneration Committee has co-opted Ms. Priya Paul (DIN 00051215) as an additional director of the Company in capacity of independent woman director with effect from 1 April 2019 pursuant to the Regulation 17(1) of the Listing Regulations, subject to the approval of the members, statutory and regulatory authorities.

Nomination and Remuneration Committee on the basis of performance evaluation and contribution made by Lt. Gen. Aditya Singh (Retd.) (DIN 06949999) during his tenure, has recommended to the Board his continued association for a second term of five consecutive years with effect from 29 August 2019 as an Independent Director of the Company, not liable to retire by rotation, would be in the interest of the Company. The Board recommends to the shareholders for re-appointment of Lt. Gen. Aditya Singh (Retd.).

The Company has received the requisite notices from the members in writing, proposing the names of Ms. Priya Paul and Lt. Gen. Aditya Singh (Retd.) for their appointment/ re-appointment as Independent Directors.

Pursuant to the provisions of Section 152 of the Act read with Articles of Association of the Company, Ms. Pia Singh (DIN 00067233) and Mr. G.S. Talwar (DIN 00559460) are liable to retire by rotation at the ensuing AGM and, being eligible, have offered themselves for re-appointment. The resolutions seeking members'' approval for their re-appointment form part of the notice.

Mr. B. Bhushan expressed his inability to continue on the Board as an Independent Director upon the completion of his term i.e. 31 March 2019, due to his advanced age and ill health and ceased to be an Independent Director.

A brief resume of the Directors seeking appointment/ re-appointment, along with other details as stipulated under Regulation 36(3) of the Listing Regulations and the Act, are provided in the Corporate Governance Report and Notice for convening the AGM.

Mr. Saurabh Chawla, Group CFO, was separated from the Company with effect from 1 February 2019 and Mr. Ashok Kumar Tyagi, Whole-time Director, was given the additional responsibility as Group CFO. Mr. Subhash Setia is the Company Secretary and Compliance Officer of the Company.

Corporate Social Responsibility (CSR)

In line with your Company''s motto of ''Building India'', it is equally concerned of its responsibility of ''Building Lives'' of underserved communities and stakeholders residing in and around DLF projects - equal partners in the DLF growth story. Your Company has continuously endeavoured to contribute towards building capacities and creating resources better the lives of the marginalized. For all social development projects, DLF follows an integrated holistic approach to ensure that its programmes enhance lives of the underserved in the area of education, skilling, livelihood culture, healthcare and social infrastructure.

The CSR programmes of DLF were implemented through its CSR arm i.e. DLF Foundation. The projects undertaken during the year under review focused on the creation of a positive and lasting impact on the lives of the underprivileged.

The Board, based on the recommendations of the CSR Committee, approved the CSR Policy of the Company in accordance with Section 135 of the Act and Rules made thereunder. A copy of the CSR policy is available on the Company''swebsiteviz. http://www.dlf.in/images/downloads/ Corporate-Social-Responsibility-Policy-Revised.pdf.

DLF also made a significant contribution in community welfare initiatives through education, training, health, environment, capacity building, skill development and rural-centric interventions through DLF Foundation and other agencies. The employees of DLF participated in a number of such initiatives.

The Annual Report on CSR activities, as per the prescribed format under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is annexed at Annexure-C.

Environment & Sustainability

In line with the ''Go Green'' philosophy, your Company continued to invest in new techniques to eliminate or minimize the environmental impact. Your Company undertook projects aimed at climate change mitigation comprising the use of LED lighting and solar PV-based roof to reduce energy consumption and related carbon footprint. Your Company invested in energy-efficient motors, rain water harvesting, tree plantations, waste water and solid waste management and the launch of certified Green Building projects with Platinum and Gold rating.

DLF achieved a 13% reduction in carbon emissions during the year under review. It replaced conventional lights with LED, saving 40 lakhs electricity units. It installed STPs for the zero discharge of water coupled with an investment in rain water harvesting across its facilities. Your Company periodically monitored toxic emissions and implemented corresponding waste management systems.

Over the years, your Company extended beyond statutory requirements in improving the quality of environment within its operating ecosystem. It formalized and adopted a Corporate Environment Policy, which is available on the website of the Company - http://www.dlf.in/ environmental-policy.aspx.

Extract of Annual Return

The extract of Annual Return in form MGT-9 as provided under Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, is annexed at Annexure-D.

Awards and Accolades

Your Company continues to lead its sector and received number of awards. The details of the major awards and accolades received during the year are given at Annexure-E.

Business Responsibility Report (BRR)

The BRR describes the initiatives taken by the Company from social, environmental and governance perspectives and annexed at Annexure-E.

Particulars of Loans, Guarantees and Investments

Particulars of loans, guarantees and investments have been disclosed in the notes to the standalone financial statements.

Transactions with related parties

The Company possesses adequate procedures for the identification and monitoring of related party(ies) and related party transactions. None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) and 136(1) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, as amended are available on the website of the Company viz. http://www.dlf.in/downloads.aspx.

The Company''s policy for related party transactions regulate the transactions between the Company and its related parties. The said policy is available on the Company''s website viz. http://www.dlf.in/images/ downloads/Related-Party-Transactions-Policy.pdf. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its related parties.

For details on related party transactions, members may refer to the notes to the standalone financial statements.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy containing guiding principles for payment of remuneration to Directors, Senior Management, Key Managerial Personnel and other employees including Non-executive Directors are provided in the Corporate Governance Report. The said policy is available on the Company''s website viz. http://www.dlf. in/images/downloads/Nomination-and-Remuneration-Policy-Revised.pdf.

Board Evaluation

Pursuant to the provisions of the Act, Regulation 17 & 25 of the Listing Regulations and Guidance Note on Board Evaluation issued by the SEBI, Nomination and Remuneration Committee has devised criteria for evaluation of the performance of Directors including Independent Directors. The Board has carried out the annual performance evaluation of its own performance, its Committees and Directors. The exercise was led by the Lead Independent Director. The evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, corporate governance & compliance management etc. Separate exercise was carried out to evaluate the performance of Non-executive Directors on parameters such as experience, attendance, acquaintance with the business, effective participation, vision and strategy, contribution and independent judgment.

Internal Financial Control

Internal financial controls represent an integral part of the risk management process. These controls address, among others, financial and non-financial risks. The internal financial controls were documented and augmented in day-to-day business processes. Assurance on the effectiveness of internal financial controls was obtained through management reviews, self-assessment, continuous monitoring by functional experts as well as testing by the Statutory/ Internal Auditors during the course of their audits. The internal audit was entrusted to Grant Thornton India LLP and KPMG. The main thrust of internal audit was to test and review controls, appraisal of risks and business processes, besides benchmarking controls with the best industry practices.

The Board adopted policies and procedures to ensure the orderly and efficient conduct of its business, including adherence to the Company''s policy, safeguarding of its assets, prevention and detection of fraud, error reporting mechanism, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

Significant audit observations and follow-up actions were reported to the Audit Committee.

The Company''s internal control system is commensurate with the nature, size and complexities of operations.

Risk Management

Pursuant to the requirement of Regulation 21 of the Listing Regulations, Risk Management Committee is responsible to frame, implement, monitor risk management plan including cyber security and to ensure its robust effectiveness. The details of the Committee and its terms of reference are set-out in the Corporate Governance Report, which is a separate section of this Annual Report.

The Company established a risk management framework enabling risks to be identified, assessed and mitigated appropriately with respect to internal and external risks. The respective Functional/ Business Unit Head(s) were entrusted with the responsibility of identifying, mitigating and monitoring risk management. Risk management forms an integral part of the management''s policy and is an ongoing process integrated deeply into every-day operations.

The processes and guidelines of the risk management policy/ plan provide a strong overview and monitoring system at the Board and senior management levels.

The Risk Management Committee and Audit Committee also seek an independent assurance on specific risks from the internal audit or other assurance reviews.

Significant and material orders passed by Regulators or Courts

During the year under review, no significant material order was passed by the regulators/ courts which would impact the going concern status of the Company and its future operations. However, some significant orders passed previously form a part of Note 50 to the standalone financial statements.

Vigil Mechanism

The Company''s vigil mechanism comprises a Whistle Blower Policy in line with the Listing Regulations to deal with instances of unethical and/ or improper conduct and auctioning suitable steps to investigate and correct them. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and posted on your Company''s website.

Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

Your Company continues to follow a robust policy on ''Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace''. The Internal Committee was constituted as per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year under review, no case was reported. The Company continues to promote the cause of women colleagues, through ''Jagruti'', all-women''s forum for experience sharing, creating awareness on women''s safety/ related issues, celebrating important days dedicated to women and organizing workshops on gender sensitivity.

Acknowledgements

Your Directors wish to place on record their sincere appreciation to all the employees for their dedication and commitment. Their hard work and unstinting efforts enabled the Company to sustain its performance and consolidate its sectoral leadership.

Your Company continues to be respected by stakeholders, including valuable customers. Your Directors would like to express their sincere appreciation for assistance and co-operation received from vendors and stakeholders, including financial institutions, banks, Central and State Government authorities, customers and other business associates, who extended their valuable support during the year under review. It will be the Company''s Endeavour to nurture these relationships in strengthening business sustainability.

For and on behalf of the Board of Directors

(Dr. K.P. Singh)

Chairman

21 May 2019 (DIN 00003191)

Mar 31, 2018

The Directors have pleasure in presenting their 53^rd Report on the business and operations of the Company together with the audited results for the financial year ended 31 March 2018.

Financial Results

(Rs. in crore)

	Consolidated		Standalone
	2017-18	2016-17	2017-18	2016-17
Total income from operations	7,663.71	8,940.51	3,803.79	4,405.26
Total expenses	7,813.59	8,340.25	3,137.68	3,482.56
Profit before exceptional items and tax	(149.88)	600.26	666.11	922.70
Exceptional items (net)	8,765.34	429.26	(120.66)	(42.25)
Profit before tax	8,615.46	1,029.52	545.45	880.45
Less: Tax expense	4,323.05	229.26	180.25	283.89
Profit after tax	4,292.41	800.26	365.20	596.56
Share of Profit/ (loss) in associates and jointly controlled entities (net)	184.38	(92.26)
Net Profit for the year	4,476.79	708.00	365.20	596.56

Consolidated revenue for the FYâ18 was Rs.7,664 crore with EBIDTA of Rs.3,334 crore. The net profit was Rs.4,477 crore, including one time exceptional gain on account of fair valuation of DLFâs residual stake in DLF Cyber City Developers Limited (DCCDL), a subsidiary. The earnings per share (EPS) for the year stood at Rs.25.02.

The cost of land, plots, development rights, constructed properties and others decreased to Rs.3,115 crore on consolidated basis. However, staff cost increased marginally to Rs.344 crore and depreciation, amortization and impairment charges were at Rs.534 crore.

The financials for current year are not strictly comparable with previous year due to dilution of stake in DCCDL to Reco Diamond Private Limited, an affiliate of GIC Real Estate, Singapore (GIC Real Estate). Due to this, DCCDL was accounted as joint venture w.e.f. 26 December 2017 in terms of applicable Ind AS. However, DCCDL continued to be a material subsidiary of your Company under the provisions of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (Listing Regulations).

Your Companyâs Balance Sheet as at 31 March 2018 reflected a healthy position with a net worth of Rs.35,359 crore. This was primarily achieved because of infusion of funds by the promoter entities, which were substantially utilized to pare down net debt which stood at Rs.6,265 crore as on 31 March 2018.

The annuity arm - DCCDL and its subsidiaries recorded revenues of Rs.4,930 crore with EBIDTA of Rs.3,523 crore in FYâ18, a growth of 13% over Rs.4,363 crore recorded in FYâ17. The net profit increased to Rs.1,421 crore, a growth of 15% over Rs.1,240 crore recorded in FYâ17.

Significant Development

In FYâ18, the Company entered into a land mark transaction with GIC Real Estate, which was over viewed by the Audit Committee comprising of Independent Directors. The deal demonstrated your Companyâs leadership position in the industry. The stake sale by promoter(s) in DCCDL brought one of the best global investors as a shareholder in DCCDL and positioned the annuity business on the path of accelerated growth. The Company made a preferential offer of Compulsorily Convertible Debentures (CCDs) and Warrants to the promoters, which were fully subscribed by them, thereby committing Rs.11,250 crore to the Company. These CCDs and Warrants will be converted/ exercised into 51.78 crore equity shares of the Company at a price of Rs.217.25 per equity share. The promoters remitted Rs.9,000 crore in December 2017 and balance amount of Rs.2,250 crore is expected to be remitted within FY 2018-19. In order to maintain minimum public shareholding as mandated under the Securities Contracts & Regulations Act, 1956 read with the Listing Regulations, the Company plans to issue up to 17.30 crore equity shares by way of private placement to Qualified Institutional Buyers (QIBs).

During the year under review, a wholly-owned subsidiary acquired a prime land parcel of 11.76 acres (approx.) in Udyog Vihar, Gurugram (opposite to the Cyber City, Gurugram) through e-auction conducted by Haryana State Industrial & Infrastructure Development Corporation Limited. The commercial development of approx. 0.23 million square meter (msm) [2.5 million square feet (msf)] on the said land would be on the similar pattern of One Horizon Center located in DLF5, Gurugram.

During the year under review, your Company also achieved the completion of âThe Chanakyaâ, which is one of the finest mall developed and can compare with the best globally.

Revenue Recognition (Ind AS 115)

Pursuant to the notification issued by the Ministry of Corporate Affairs, your Company has adopted new accounting standard Ind AS 115 with effect from 1 April 2018. The core principle of the new standard is that revenue should be recognized only when an entity transfers control of goods or services to customers, at the amount which the entity expects to be entitled. Ind AS 115 contains extensive disclosure requirements and use of judgement and estimates in comparison to existing accounting standards.

In real estate industry, the parameters for revenue recognition will undergo a substantial change. Until now, your Company followed âPercentage of Completion Methodâ (PoCM) for revenue accounting. Based upon the expert opinion, both legal and accounting on the contracts entered with the customers, obtained by your Company, it has shifted to recognition of revenues when obligations of the Company have essentially been completed, risks have nearly been eliminated for the organization and control over the property has deemed to be passed over to the buyer, from the financial year 2018-19.

In view of the above, your Company has applied the modified retrospective approach to contracts that were not completed as at 1 April 2018. Accordingly, your Companyâs retained earnings as at 1 April 2018 have been reduced by Rs.5,382.82 crore (net of taxes).

Review of Operations

Your Companyâs development business primarily focuses on the development and sale of residential real estate which include plotted developments, houses, villas and apartments of varying sizes and integrated townships, with a focus on the high end luxury residential developments. The development business also consists of certain commercial and shopping complexes, including those that are integral to the residential developments they are attached to.

Your Companyâs lease business involves leasing of its developed offices and retail properties. One of the key objectives of its lease business is to achieve returns from investments in its portfolio properties on an ongoing basis within a targeted time frame. Another key objective is to achieve high occupancy rates for the leased portfolio properties. The utilities and facility management business supports and complements the lease business.

Residential Segment

As at 31 March 2018, your Company had approximately 0.56 msm (6 msf) of projects under construction.

The Company achieved gross sales booking of Rs.1,700 crore in FYâ18. It is pertinent to note that these figures reflect sales achieved over a period of 7 months, as sales were closed for the balance period due to implementation and streamlining of operations as per the Real Estate (Regulation and Development) Act, 2016.

Lease Business

As at 31 March 2018, your Companyâs lease business comprised completed offices and retail properties with leasable area of approximately 2.93 msm (31.50 msf) [including DCCDL and its subsidiaries]. On completion of development at Chennai SEZ and Cyber Park, Gurugram approximately 0.34 msm (3.65 msf) area would be added.

Future Outlook

Setting-up of the joint venture between DLF and GIC Real Estate for DLFâs predominant rental arm - DCCDL was undertaken with a twin objective - firstly to strengthen the balance sheet of DLF & significantly deleverage the Development business and secondly to provide key focus on accelerated growth of DCCDL business.

Within DCCDL, the focus is to work on a plan which provides growth of EBITDA in mid - teens. The free cash flow generated from DCCDL annuity income shall be judiciously utilized for capital expenditure, deleveraging and increasing dividend flow to its shareholders.

The development business shall be driven by appropriately utilizing free cash flow targeted for development into new projects with high returns on development costs and balance free cash flow to build-up cash reserves for any potential strategic initiatives.

In the last few years, the Company followed a strategy of accelerated construction and completion of all launched projects vis-a-vis sales thereby building finished inventory. Your Company today has finished inventory worth approximately Rs.15,000 crore (net of construction expenses), which it shall continue to sell over a period of time.

Your Company will endeavor to sell future projects once they have attained a degree of tangible progress & reduced uncertainties. It has already launched construction of residential complex at Capital Greens IV, New Delhi, which is part of 0.65 msm (7 msf) development, another JV with GIC. Further, projects are being identified for development, with an objective that inventory available for sale could be continuously replenished in a 4 year cycle.

Your Company endeavours to make itself debt free on the development side of the business in the near term.

Real Estate (Regulation and Development) Act, 2016 (RERA)

The Central Government had notified the RERA in 2016, however States have notified and implemented the relevant rules during the fiscal year 2017-18. RERA has streamlined norms for transparency and accountability and placed a compliance mechanism for timely delivery of quality housing projects. In the long run, RERA will boost consumer confidence and will pave way for significant demand for housing products and facilitate flow of investments.

Goods and Services Tax

The indirect tax reform Goods and Services Tax (GST) was implemented w.e.f. 1 July 2017. The new tax structure subsumed various Indirect Taxes such as Excise duty, Service tax and Value added tax etc., which were levied by the Central and various State Governments. The GST aims to create a uniform market and eliminates multiple levels of taxation. This has created a higher level of transparency and streamlined the overall indirect tax structure.

Impact on Development Business

An effective rate of 12% is applicable on basic selling price and parking cost (i.e. after one third deemed deduction on account of transfer of land or undivided share of land) in case of sale of under construction commercial/ residential property, before receipt of occupation certificate or completion certificate. GST is being currently recovered at the rate of 18% on preferential location charges and other services. GST charged by vendors/ contractors/ service providers is available as input tax credit against sale of such property.

Impact on Rental Business

GST rate is 18% in case of rental services and other auxiliary services without any credit on Goods and Services used for construction of leasable building (other than plant and machinery). Benefit for SEZs continued as zero rate of tax is applicable in case of supplies are made to SEZ units, Developers and Co-developers. This has made SEZs relevant again, even without the Direct Tax benefits.

Dividend

Your Company has paid an interim dividend of Rs.1.20 per equity share of the face value of Rs.2/- each. The Directors are pleased to recommend a final dividend of Rs.0.80 per equity share for FY 2017-18. With the above recommendation, the total dividend is Rs.2/- per equity share (previous year Rs.2/- per equity share) for the said financial year. The total outgo on account of interim and final dividend would be Rs.356.84 crore for the financial year as against Rs.356.81 crore for the previous year.

The dividend payout is in accordance with the Companyâs Dividend Distribution Policy. The said policy formulated by the Board pursuant to Regulation 43A of the Listing Regulations is appended at Annexure-F to this report. The said policy is also available on the website of the Company http://www.dlf.in/images/ downloads/170601162837_0001 .pdf.

Reserves

The Company as per the provisions of the Companies (Share Capital and Debentures) Rules, 2014, as amended, has adequate Debenture Redemption Reserve (DRR). No amount is proposed to be transferred to DRR as well as General Reserve.

Share Capital

During the year under review with the approval of the Members, the Company has increased its authorized share capital to Rs.1,000 crore by creating additional 250 crore equity shares of Rs.2/- each.

The Board of Directors of your Company in its meeting held on 29 December 2017 have allotted 37,97,46,836 fully paid-up 0.01 % Compulsorily Convertible Unsecured Debentures (CCDs) of Rs.217.25 each at par convertible into equal number of equity shares of Rs.2/- each and 13,80,89,758 Warrants of Rs.217.25 each exercisable into equal number of equity shares of Rs.2/- each of the Company to the promoters. The CCDs and Warrants shall be converted/ exercised into equity shares upon issuance of 17.30 crore equity shares of Rs.2/- each by way of private placement to the persons falling under the public category of shareholders in compliance to minimum public shareholding norms.

The Board of Directors have also allotted 63,938 equity shares of Rs.2/- each fully paid-up upon exercise of stock options by the eligible employees under the Employee Stock Option Scheme, 2006 thereby increasing the paid-up share capital by Rs.1.28 lakhs.

Credit Rating

CRISIL has assigned Long-Term/ Non-convertible Debentures Rating A / Stable (upgraded from âCRISIL Aâ; Removed from âRating Watch with Developing Implicationsâ) and Short-Term/ Short-Term Debt Rating of CRISIL A1 (Upgraded from âCRISIL A2 â; Removed fromâ Rating Watch with Developing Implicationsâ).

ICRA Limited (âICRAâ) has upgraded the long-term rating of the Company and its subsidiaries to âICRA A with positive Outlookâ from âICRA A with Stable Outlookâ, while Short-Term Rating of A1 for the Company has been reaffirmed.

Fixed Deposits

During the year under review, the Company has neither invited nor accepted/ renewed any deposits from the public.

Holding Company

In view of the internal restructuring amongst Promoter Group entities, Rajdhani Investments & Agencies Private Limited has become a Holding Company w.e.f. 12 March 2018, holding 54.07% equity shares of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/ Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings & outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given at Annexure-A hereto and forms part of this Report.

Particulars of Employees

The information required pursuant to Section 197(12) of the Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended (âthe Rulesâ) in respect of employees of the Company drawing remuneration in excess of the limits set-out in the said Rules, is annexed to this Report.

Pursuant to the provisions of Section 136(1) of the Act, the Financial Statements are being sent to the Members and others entitled thereto, excluding the information on employees particulars specified under Rule 5(2) & (3) of the Rules. The same are also available on the website of the Company viz. www.dlf.in and for inspection by the Members at the Registered Office of the Company up to the date of the ensuing Annual General Meeting (AGM). Any Member interested in obtaining such information thereof may write to the Company Secretary.

Employee Stock Option Scheme (ESOS)

Disclosures with respect to stock options as required under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 are available on the website of the Company viz. http://www.dlf. in/downloads.aspx. During the year, there has not been any change in DLF Employee Stock Option Scheme, 2006.

The certificate from S.R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors of the Company, as required under Regulation 13 of the said Regulations, with respect to the implementation of DLF Employee Stock Option Scheme, 2006 is available for inspection at the Registered Office of the Company and shall be placed at the ensuing AGM.

Listing at Stock Exchanges

Management Discussion & Analysis Report

The Management Discussion & Analysis Report as required under Regulation 34 read with Schedule V to the Listing Regulations forms part of this Report.

Corporate Governance Report

The Corporate Governance Report, as stipulated under Regulations 17 to 27 & 46(2) and paragraphs C, D and E of Schedule V to the Listing Regulations forms part of this Report.

The requisite certificate from S.R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors of the Company, confirming compliance with the conditions of corporate governance as stipulated under the Listing Regulations is attached to the Corporate Governance Report.

Directorsâ Responsibility Statement

In terms of provisions of Section 134(5) of the Act, your Directors confirm that:

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

(iv) they have prepared the annual accounts 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 were operating effectively; and

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

Board and its Committees

The Board of Directors met nine times during the FY 2017-18. Details on the composition of the Board, Committees, meetings held, attendance thereat are provided in the Corporate Governance Report and forms part of this Report.

Auditors & Auditorâs Report

S.R. Batliboi & Co. LLP, Chartered Accountants (FRN 301003E/ E300005) were appointed as Statutory Auditors of the Company for a term of five consecutive years from the conclusion of 52^nd AGM till the conclusion of 57^th AGM subject to ratification of their appointment at every subsequent AGM. The Ministry of Corporate Affairs vide notification dated 7 May 2018 obliterated the requirement of seeking Membersâ ratification at every AGM on appointment of statutory auditors during their tenure of five years. S.R. Batliboi & Co. LLP has confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on Financial Statements (including the Consolidated Financial Statements) referred to in the Auditorâs Report are self-explanatory and do not call for any further comments. The Auditorâs Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors

During the year, M/s R.J. Goel & Co., Cost Accountants (FRN 000026) were appointed as Cost Auditors of the Company for the FY 2017-18 for conducting the audit of cost records of the Company pertaining to real estate development activities. Your Company is maintaining the requisite cost records and the Cost Audit Report for the FY 2017-18 shall be filed with the Ministry of Corporate Affairs in due course.

Secretarial Auditor

Dr. K.R. Chandratre, Company Secretary in Practice was appointed as Secretarial Auditor to conduct Secretarial Audit for the FY 2017-18. The Secretarial Audit Report for the said financial year is at Annexure-B. The said report is self-explanatory and do not contain any qualification, reservation and adverse remarks or disclaimer.

Secretarial Standards

The Secretarial Standards i.e. SS-1 & SS-2 relating to meetings of the Board of Directors and General Meetings, respectively have been duly followed by the Company.

Directors and Key Managerial Personnel

The shareholders of the Company at their Extraordinary General Meeting held on 27 December 2017 have approved appointments of Mr. Ashok Kumar Tyagi and Mr. Devinder Singh as Whole-time Directors of the Company for a period of 5 years w.e.f. 1 December 2017.

Based upon the recommendation of the Nomination and Remuneration Committee, Mr. Vivek Mehra was co-opted as an Additional Director (in the capacity of an Independent Director) by the Board on 13 February 2018, who holds office up to the date of ensuing AGM. In terms of Section 161 of the Act read with Article 101(2) of the Articles of Association of the Company, the Company has received a notice in writing from a Member of the Company proposing his candidature for the office of Director of the Company.

Pursuant to the provisions of Section 152 of the Act read with Articles of Association of the Company, Mr. Mohit Gujral and Mr. Rajeev Talwar, are liable to retire by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment.

Brief resume of Mr. Mehra, Mr. Gujral and Mr. Talwar seeking appointment/ re-appointment along with other details as stipulated under Regulation 36 of the Listing Regulations and the Act, are provided in the Corporate Governance Report and Notice for convening the AGM.

All Independent Directors have submitted declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and the Listing Regulations.

The Board has appointed Mr. Saurabh Chawla as Chief Financial Officer (designated as Group CFO) w.e.f. 29 December 2017 upon elevation of Mr. Ashok Kumar Tyagi as a Whole-time Director of the Company. Mr. Subhash Setia is the Company Secretary and Compliance Officer of the Company.

Corporate Social Responsibility (CSR)

DLF has been continuously involved in holistic development of the nation with special focus on communities where it operates its business. DLF furthered its deliverables on social responsibility with strengthening of initiatives for improving lives of downtrodden and marginalized on one hand as also improving quality of another.

In addition thereto, DLF Group has made significant contribution in community welfare initiatives including the underprivileged through education, training, health, environment, capacity building, skill development and rural-centric interventions through contributions to âDLF Foundationâ and other agencies. The employees of DLF Group also participated in many of such initiatives.

During the year, the Company has contributed to the corpus of DLF Foundation to set-up an Institute for imparting and sharing knowledge of art, culture, spirituality, healthy living and ethical leadership based on Indiaâs ancient Vedic Philosophy.

The Board based on the recommendations of the CSR Committee, approved CSR policy of the Company in accordance with Section 135 of the Act and Rules made thereunder. A copy of the CSR policy is available on the Companyâs website viz. http://www.dlf.in/images/ downloads/Corporate-Social-Responsibility-Policy-Revised.pdf

The Annual Report on CSR activities as per prescribed format under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended is annexed at Annexure-C and forms part of this Report.

Subsidiaries and Consolidated Financial Statements

As at 31 March 2018, the Company has 107 subsidiary companies in terms of the provisions of the Act. Further, details of change in subsidiaries and associates during the year are given at Annexure-D and forms part of this Report.

The consolidated financial statements of the Company, its subsidiaries, associates and joint ventures have been prepared in accordance with the provisions of Section 129(3) of the Act read with applicable Ind AS and forms part of the Annual Report. Further, a statement containing salient features of the financial statements of subsidiaries, associates and joint ventures in the prescribed format AOC-1 is included as a separate section and forms part of this Annual Report. The statement also provides the details of performance and financial position of each of the subsidiaries.

Pursuant to the provisions of Section 136 of the Act, audited financial statements of the Company including consolidated financial statements, other documents required to be attached thereto and audited financial statements of each of the subsidiaries, are available on the website of the Company and may be accessed at http://www.dlf.in/downloads.aspx. These documents will also be available for inspection at the Registered Office(s) of the Company and respective subsidiary company between 2.00-4.00 P.M. on all working days.

In terms of the provisions of Listing Regulations, your Company has a policy for determining âMaterial Subsidiaryâ and such policy is available on the Companyâs website at the link http://www.dlf.in/ images/downloads/Material-Subsidiary-Policy.pdf.

Your Company has appointed Independent Director(s) in all material subsidiaries in compliance with the provisions of the Listing Regulations.

Environment Policy

The Company has over the years, gone beyond the requirements of law in improving the environment in the ecosystem that it operates in and it has formalized and adopted a Corporate Environment Policy which is also available on the Companyâs website at the link http://www.dlf.in/environmental-policy.aspx.

Extract of Annual Return

The extract of Annual Return in form MGT-9 as provided under Section 92(3) of the Act is at Annexure-D.

Accolades

Your Company continues to lead and has received number of awards. Details of major Awards and Accolades received during the year are provided at Annexure-E.

Business Responsibility Report (BRR)

The BRR describes the initiatives taken by the Company from social, environmental and governance perspectives, is attached at Annexure-G and forms part of the Annual Report.

Particulars of Loans, Guarantees and Investments

Particulars of loans, guarantees and investments have been disclosed in the notes to the standalone financial statements.

Transactions with related parties

The Company has adequate procedures for identification and monitoring of related party(ies) and related party transactions. None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) and 136(1) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, as amended, are available on the website of the Company viz. www.dlf.in.

The Companyâs policy for related party transactions regulates the transactions between the Company and its related parties. The said policy is available on the Companyâs website viz. http://www.dlf.in/images/ downloads/RPT-Policy.pdf. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

For details on related party transactions, Members may refer to the notes to the standalone financial statements.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy containing guiding principles for appointment and payment of remuneration to Directors, Senior Management, Key Managerial Personnel and other employees including Non-executive Directors are provided in the Corporate Governance Report. The said policy is available on the Companyâs website viz. http://www.dlf.in/images/downloads/Nomination-and-Remuneration-Policy.pdf.

Board Evaluation

Pursuant to the provisions of the Act, Regulation 17 & 25 of the Listing Regulations and Guidance Note on Board Evaluation issued by the SEBI vide its circular dated 5 January 2017, the Nomination and Remuneration Committee has devised criteria for evaluation of the performance of Directors including Independent Directors. The Board has carried out the annual performance evaluation of its own performance, its Committees and Directors. The exercise was led by the Lead Independent Director. The evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, corporate governance & compliance management etc. Separate exercise was carried out to evaluate the performance of Non-executive Directors on parameters such as experience, attendance, acquaintance with the business, effective participation, vision and strategy, contribution and independent judgement.

Internal Financial Control

Internal financial controls are integral part of the risk management process addressing amongst others financial and non-financial risks. The internal financial controls have been documented and augmented in the day to day business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, self-assessment, continuous monitoring by functional experts as well as testing by the Statutory/ Internal Auditors during the course of their audits. Significant audit observations and follow-up actions thereon are reported to the Audit Committee.

The Companyâs internal control system is commensurate with the nature, size and complexities of operations.

Risk Management

Pursuant to the requirement of Regulation 21 of the Listing Regulations, Risk Management Committee is responsible to frame, implement, monitor risk management plan and ensure its robust effectiveness. The details of the Committee and its terms of reference are set-out in the Corporate Governance Report as a separate section of this Annual Report.

The Company has established risk management framework which is designed to enable risks to be identified, assessed and mitigated appropriately both in respect of internal and external risks. The respective Function/ Business Unit Head(s) are entrusted with the responsibility of identifying, mitigating and monitoring of risk management. Risk Management forms an integral part of the management policy and is an ongoing process integrated with operations.

The processes and guidelines of the risk management policy/ plan provide a strong overview and monitoring system at Board and senior management levels.

The Risk Management Committee and Audit Committee also seek independent assurance on specific risks from internal audit or other assurance reviews.

Significant and material orders passed by Regulators or Courts

During the year under review, no significant material orders were passed by the regulators/ courts which would impact the going concern status of the Company and its future operations. However, some of the significant orders are forming part of Note 52 to the standalone financial statements.

Vigil Mechanism

The Company has a vigil mechanism in the form of Whistle Blower Policy in line with the Act and the Listing Regulations to deal with instances of unethical and/ or improper conduct and actioning suitable steps to investigate and correct the same. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

Your Company continues to follow robust Policy on âPrevention, Prohibition and Redressal of Sexual Harassment of Women at Workplaceâ. The Internal Committee has been constituted as per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year under review, three cases were reported and two were disposed of. The Company continue to promote the cause of women colleagues, through âJagrutiâ- an all womenâs forum for experience sharing, creating awareness on women safety & related issues and celebrating important days dedicated to women and also organizing ongoing workshops on gender sensitivity [approx. 300 employees (male & female) were covered under this].

Acknowledgements

Your Directors wish to place on record their sincere appreciation to all the employees for their dedication and commitment. The hard work and unstinting efforts of the employees have enabled the Company to sustain and further consolidate its position in the industry.

Your Company continues to occupy a place of respect among stakeholders, most of all our valuable customers. Your Directors would like to express their sincere appreciation for assistance and co-operation received from the vendors and stakeholders including financial institutions, banks, Central and State Government authorities, customers and other business associates, who have extended their valuable and sustained support and encouragement during the year under review. It will be the Companyâs endeavour to build and nurture these strong links with its stakeholders.

For and on behalf of the Board of Directors

(Dr. K.P. Singh)

New Delhi Chairman

10 August 2018 (DIN 00003191)

Mar 31, 2017

The Directors have pleasure in presenting their 52^nd Report on the business and operations of the Company together with the audited results for the financial year ended 31 March 2017.

Consolidated Financial Results

(Rs. in crore)

	2016-17	2015-16
Total income from operations	8,940.51	10,597.04
Total expenses	8,340.25	9,374.11
Profit before exceptional items and tax	600.26	1,222.93
Exceptional items (net)	429.26	(196.67)
Profit before tax	1,029.52	1,026.26
Less: Tax expense	229.26	564.24
Profit after tax	800.26	462.02
Share of (loss) in associates and jointly controlled entities (net)	(92.26)	(156.92)
Net Profit	708.00	305.10

In FYâ17, DLF reported consolidated income from operations of Rs.8,941 crore, a decrease of 15.63% from Rs.10,597 crore in FYâ16. Net profit stood at Rs.708 crore, an increase of 132.13% from Rs.305 crore in the previous year. The EPS for FYâ17 stood at Rs.3.89 as compared to Rs.1.86 for FYâ16.

The cost of revenues including land, plots, development rights, constructed properties and others stood at Rs.3,466 crore as against Rs.4,558 crore in FYâ16. Staff cost increased to Rs.328 crore versus Rs.315 crore. Depreciation, amortization and impairment charges were at Rs.572 crore against Rs.766 crore in FYâ16. Finance cost increased to Rs.2,980 crore from Rs.2,680 crore in FYâ16.

The exceptional items were higher mainly on account of sale of cinema business and investments in associate companies.

The Ministry of Corporate Affairs vide its notification dated 16 February 2015, notified the Indian Accounting Standards (Ind AS) applicable for certain classes of companies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013 (âthe Actâ) read with Rule 7 of Companies (Accounts) Rules, 2014, as amended.

Accordingly, the standalone and consolidated financial statements for the year ended 31 March 2017 and 31 March 2016 including transition date balance sheet as at 1 April 2015 have been presented in accordance with Ind AS. The reconciliations and descriptions of the effect of the transition from previous GAAP to Ind AS have been set-out in Note 65 of the standalone financial statements and in Note 62 of consolidated financial statements.

Review of Operations

Your Companyâs development business primarily focuses on the development and sale of residential real estate which include plotted developments, houses, villas and apartments of varying sizes and integrated townships, with a focus on the high-end, luxury residential developments. The development business also consists of certain commercial and shopping complexes, including those that are integral to the residential developments they are attached to.

Your Company has primarily categorized its development business into two broad categories viz. Gurgaon DevCo and National DevCo. Both these geographical segments are independently responsible and accountable for all activities across the product value chain from acquisition of land, obtaining approvals, project planning and execution, to launch, sales & marketing and final delivery of the developed property to the customers.

Residential Segment

The Company clocked gross sales booking of Rs.2,100 crore in FYâ17. As of 31 March 2017, your Company has 203 msf of land resources allocated for residential development.

Lease Business

Your Companyâs lease business involves leasing of its developed offices and retail properties. One of the key objectives of its lease business is to achieve returns from investments in its portfolio properties within a targeted timeframe. Another key objective is to achieve high occupancy rates for the leased portfolio properties. The utilities and facility management business supports and complements the lease business.

As of 31 March 2017, DLF lease business comprised completed offices and retail properties with leasable area of approx. 31.50 msf and annuity income (run-rate) of approx. Rs.2,900 crore. Gross leasing of 4.03 msf was achieved during the financial year at higher than targeted rentals. Net incremental leasing 0.88 msf was achieved post lease expiry and terminations of 3.15 msf.

As of 31 March, 2017, your Company has land bank of 43 msf allocated for development of leased assets.

Offices Segment

As of 31 March 2017, the occupancy rate for your Companyâs leased offices portfolio was approx. 93%.

Retail Segment

As of 31 March 2017, the occupancy rate for your Companyâs leased retail portfolio was approx. 94%. The fast growing retail market presents significant market potential for your Company to expand its retail portfolio.

Companyâs Project Execution Status and Development Potential

Your Company completed approx. 14.5 msf of commercial and residential projects in FYâ17. As a result, the total area under construction was approx. 19.30 msf as on 31 March 2017.

Standalone Financial Results

(Rs. in crore)

	2016-17	2015-16
Total income from operations	4,405.31	4,809.06
Total expenses	3,482.61	3,572.27
Profit before exceptional items and tax	922.70	1,236.79
Exceptional items (net)	(42.25)	513.49
Profit before tax	880.45	1,750.28
Less: Tax expense	283.89	253.66
Net Profit	596.56	1,496.62

Future Outlook

Your Board of Directors approved the signing of definitive agreements between your Company and an affiliate of GIC Real Estate, Singapore for a strategic partnership to develop a rental assets portfolio of DLF Cyber City Developers Limited (âDCCDLâ), a subsidiary company. The partnership enables sustainable, long-term growth of DCCDLâs rental business and creates an optimum structure for its rental business to improve efficiency, with long-term capital for growth of the portfolio.

This is one of the largest private equity transactions in India in the real estate space. The transaction shall create one of the leading platform play for rental properties, with rent yielding assets of 26.9 msf. The portfolio, currently, has an under development pipeline of approx. 2.5 msf with further development potential of approx. 19 msf within the portfolio.

The transaction shall be subject to necessary corporate, shareholders and regulatory approvals.

The transaction implies an Enterprise Value of Rs.35,617 crore for DCCDL, translating into equity value of approx. Rs.30,200 crore.

As per arrangements, the gross proceeds to the promoter entities would be Rs.11,900 crore approx., which includes secondary sale of equity shares [post conversion of cumulative compulsorily convertible preference shares (CCPS)] to GIC affiliate for Rs.8,900 crore approx. and two buybacks of CCPS by DCCDL for Rs.3,000 crore. The expected post tax consideration in the hands of the promoter entities pursuant to the sale and two tranches of buyback is expected to be in excess of Rs.10,000 crore (approx.). A substantial portion of the said amounts will be invested in the Company.

The Development business will also benefit due to the structural reformation of its capital structure.

During the financial year, your Company, despite adverse macro headwinds, continued to deliver on its commitments. With the stated objective of focusing on faster execution of all projects, completion of approx. 14.5 msf was achieved.

The Rental business remains on a growth trajectory, and hence, DLF has commenced construction of the next phase of Chennai IT SEZ and remains on path of timely execution of the Cyber Park project in Gurugram.

The business strategy remains focused on the following key pillars:

(a) Efficient capital structure

Your Company continues to improve the quality of debt and has successfully reduced the average cost of borrowing for the Group. Post the transaction in the Rental business, DLF believe that the development business will attain a very healthy gearing ratio and the Rental business will continue to improve its quality debt by reducing the cost and phasing-out the principal payments, which essentially remain self liquidating.

(b) Timely execution of projects

The Company has in the past years demonstrated its focus of timely execution of the various projects and continues to embark on the strategy of creating finished inventory and reap benefits at the right inflexion point in the market. This strategy is incumbent in the current scenario, post the notification of the Real Estate (Regulation and Development) Act, 2016.

Given the healthy traction and expected demand momentum, your Company has initiated new development in its rental portfolio. The Company strongly believes that this segment is embarking on a high tide and the time is ripe to reap benefits by deploying capital into this business and create a marquee portfolio.

Real Estate (Regulation and Development) Act, 2016

Real Estate (Regulation and Development) Act, 2016 [RERA] promulgated by the Central Government and Rules made thereunder by the respective State Governments will bring transparency, accountability and higher standard of governance. RERA will boost consumer confidence, pave the way for accelerated demand for housing products and also facilitate the flow of investments into the realty sector, from both global and Indian investors. It provides a unified legal regime for purchase of real estate and standardize the practice across the country. RERA will prove to be a game changer for all stakeholders in the real estate markets. It is expected that overall capital values will go up across most cities as there will be slowdown in supply, while demand will remain robust. Your Company has applied for registration of its project(s), wherever applicable.

Dividend

The Directors are pleased to recommend a dividend of Rs.2/- per equity share (100%) (previous year interim dividend - Rs.2/- per equity share) for the FYâ17 amounting to Rs.356.80 crore (previous year Rs.356.74 crore), subject to approval of the members.

The dividend payout is in accordance with the Companyâs Dividend Distribution Policy. The said policy is available on the website of the Company http://www.dlf.in/images/ downloads/170601162837_0001.pdf

Reserves

The Company proposes to transfer an amount of Rs.10,143 lakhs to debenture redemption reserve.

Share Capital

During the year under review, the Company has allotted 2,87,008 equity shares of Rs.2 each fully paid-up on exercise of stock options by the eligible employees under the Employee Stock Option Scheme, 2006 thereby increasing the paid-up share capital by Rs.5.74 lakhs.

Credit Rating

CRISIL has reaffirmed the ratings at âCRISIL A/ CRISIL A2 â on the bank facilities and debt instruments.

ICRA has also reaffirmed the long-term rating of [ICRA]A assigned to Non-convertible Debentures (NCD) programme and bank facilities.

Fixed Deposits

The Company has not accepted/ renewed any public deposits during the year under review.

Subsidiary Companies and Consolidated Financial Statements

As on 31 March 2017, the Company has 109 subsidiary companies in terms of the provisions of the Act. Further, details of change in subsidiaries, associates and joint ventures during the year are given at Annexure-D.

The consolidated financial statements of the Company, its subsidiaries, associates and joint ventures prepared in accordance with the provisions of Section 129(3) of the Act read with Ind AS 110 - âConsolidated Financial Statementsâ read with Ind AS 28 - âInvestment in Associatesâ and Ind AS 31 - âInterest in Joint Venturesâ, forms part of this Annual Report. Further, a statement containing salient features of the financial statements of subsidiaries, associates and joint ventures in the prescribed format AOC-1 is included as a separate section and forms part of this Annual Report. The statement also provides the details of performance and financial position of each of the subsidiaries.

Pursuant to the provisions of Section 136 of the Act, the audited financial statements of the Company including consolidated financial statements and audited accounts of each of the subsidiaries, are available on the website of the Company viz. www.dlf.in. These documents will also be available for inspection at the Registered Office of the Company and respective subsidiary companies.

In terms of the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), your Company has a policy for determining âmaterial subsidiaryâ and such policy is available on the Companyâs website at the link http://www.dlf.in/images/downloads/Material-Subsidiary-Policy.pdf

The Company has four material subsidiaries viz. DLF Cyber City Developers Limited, Caraf Builders & Constructions Private Limited, DLF Assets Private Limited and DLF Home Developers Limited and has appointed Independent Director(s) in these subsidiaries in compliance with the provisions of Regulation 24 of Listing Regulations.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/ Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings & outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of Companies (Accounts) Rules, 2014 are given at Annexure-A hereto and forms part of this Report.

Particulars of Employees

The information required pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (âthe Rulesâ) in respect of employees of the Company, is annexed to this Report.

Pursuant to the provisions of Section 136(1) of the Act, the financial statements are being sent to the Members and others entitled thereto, excluding the information on employeesâ particulars specified under Rule 5(2) & (3) of the Rules. The same are available on the website of the Company viz. www.dlf.in and for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any Member interested in obtaining a copy thereof may write to the Company Secretary.

Employee Stock Option Scheme (ESOS)

Disclosures with respect to stock options as required under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 are available in the Notes to the financial statements and also available on the website of the Company viz. http://www.dlf.in/downloads.aspx. During the year, there has not been any change in the Companyâs Employee Stock Option Scheme, 2006.

The certificate from Statutory Auditors of the Company, Walker Chandiok & Co LLP, Chartered Accountants, as required under Regulation 13 of the said Regulations, with respect to the implementation of the Companyâs Employee Stock Option Scheme, 2006, shall be placed at the forthcoming Annual General Meeting.

Listing at Stock Exchanges

The equity shares of your Company are listed on NSE and BSE (the stock exchanges). The Non-convertible Debentures issued by your Company are also listed on the Wholesale Debt Market (WDM) segment of NSE and BSE.

Management Discussion & Analysis Report

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V to the Listing Regulations with the stock exchanges forms part of this Report.

Corporate Governance Report

The Corporate Governance Report, as stipulated under Regulation 17 to 27 & 46(2) and paragraphs C, D and E of Schedule V to the Listing Regulations, forms part of this Report.

The requisite certificate from the Statutory Auditors of the Company, Walker Chandiok & Co LLP, Chartered Accountants, confirming compliance with the conditions of corporate governance as stipulated under the Listing Regulations is attached to Corporate Governance Report.

Directorsâ Responsibility Statement

In terms of provisions of Section 134(5) of the Act, your Directors confirm that:

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

(iv) they have prepared the annual accounts 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 were operating effectively; and

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

Board and its Committees

During the financial year 2016-17, the Board of Directors met four times. Details on the composition of the Board, Committees, meetings held, attendance thereat is provided in the Corporate Governance Report and forms part of this Report.

Mr. Ashok Kumar Tyagi is the Group Chief Financial Officer and Mr. Subhash Setia is the Company Secretary of the Company.

Auditors

In terms of the provisions of the Act read with Rules made thereunder, the term of Walker Chandiok & Co LLP, Chartered Accountants, Statutory Auditors, expires at the conclusion of the 52^nd Annual General Meeting (AGM) of the Company.

The Board has recommended the appointment of S.R. Batliboi & Co. LLP [FRN 301003E/E300005], Chartered Accountants as the Statutory Auditors of the Company for a term of five consecutive years from the conclusion of 52^nd AGM till the conclusion of 57^th AGM for approval of the shareholders, based on the recommendation of the Audit Committee.

S.R. Batliboi & Co. LLP have confirmed their eligibility and qualification to act as Statutory Auditors of the Company.

Auditorsâ Report

(i) Emphasis of Matter given in point no. 9 of the Auditorâs Report on standalone financial statements read with Note 46 of the standalone financial statements, are self-explanatory and do not call for any further comments.

(ii) Emphasis of Matter given in point no. 9 of the Auditorâs Report on consolidated financial statements read with Note 50 of the consolidated financial statements, are self-explanatory and do not call for any further comments.

Cost Audit

The Board has appointed M/s R.J. Goel & Co., Cost Accountants (FRN 000026), to audit cost records of the Company pertaining to real estate development activities for the FY 2016-17. The Cost Audit Report for the FY 2016-17 shall be filed with the Ministry of Corporate Affairs.

Secretarial Audit

The Board has appointed Dr. K.R. Chandratre, Practicing Company Secretary, to conduct Secretarial Audit for the FY 2016-17. The Secretarial Audit Report for the financial year ended 31 March 2017 is at Annexure-B. The said report do not contain any qualification, reservation and adverse remarks.

Directors

Pursuant to the provisions of Section 152 of the Act read with Articles of Association of the Company, Mr. G.S. Talwar, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Brief resume of Mr. Talwar seeking re-appointment along with other details as stipulated under Regulation 36 of the Listing Regulations and the Act, are provided in the Corporate Governance Report and Notice for convening the Annual General Meeting.

All Independent Directors have submitted declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and the Listing Regulations.

Corporate Social Responsibility

The Company has made significant contribution in community welfare initiatives including to the underprivileged through education, training, health, environment, capacity building and rural-centric interventions through âDLF Foundationâ and other agencies. The employees of the Company also participated in many of such initiatives.

The Board, based on the recommendations of the Corporate Social Responsibility (CSR) Committee, approved CSR Policy of the Company in accordance with Section 135 of the Act and Rules made thereunder. A copy of the CSR policy is available on the Companyâs website viz. http://www.dlf.in/downloads.aspx

The Annual Report on CSR activities as per prescribed format under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed at Annexure-C.

Environment Policy

Extract of Annual Return

The extract of the Annual Return in form MGT-9 as provided under Section 92(3) of the Act is at Annexure-D.

Business Responsibility Report (BRR)

The BRR describes the initiatives taken by the Company from social, environmental and governance perspectives, is attached at Annexure-F and forms part of the Annual Report.

Particulars of Loans, Guarantees and Investments

Particulars of loans, guarantees and investments have been disclosed in the notes to the financial statements.

Transactions with Related Parties

The Company has adequate procedures for the purpose of identification and monitoring of related party(ies) and related party transactions. None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) and 136(1) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, as amended are available on the website of the Company viz. www.dlf.in

The Companyâs policy for related party transactions regulates the transactions between the Company and its related parties. The said policy is available on the Companyâs website viz. http://www.dlf.in/images/downloads/RPT-Policy.pdf. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties. For details on related party transactions, members may refer to the notes to the standalone financial statements.

Nomination and Remuneration Policy

Board Evaluation

Pursuant to the provisions of the Act, Regulation 17 & 25 of the Listing Regulations and Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India vide its circular dated 5 January 2017, the Nomination and Remuneration Committee has devised criteria for evaluation of the performance of Directors including Independent Directors.

The Board has carried out the annual performance evaluation of its own performance, its Committees and Directors. The exercise was led by Lead Independent Director. The evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, corporate governance & compliance management etc. Separate exercise was carried out to evaluate the performance of Non-executive Directors on parameters such as experience, attendance, acquaintance with the business, effective participation, vision and strategy, contribution and independent judgement.

Internal Financial Control

Internal financial controls are integral part of the risk management process addressing amongst others financial and non-financial risks. The internal financial controls have been documented and augmented in the day to day business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, self assessment, continuous monitoring by functional experts as well as testing by the Statutory/ Internal Auditor during the course of their audits. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

The Companyâs internal control system is commensurate with the nature, size and complexities of operations.

Risk Management

The Company has established risk management framework that enables regular and active monitoring business activities for identification, assessment and mitigation of potential internal or external risks. The respective Function/ Business Unit Head(s) are entrusted with the responsibility of identifying, mitigating and monitoring of risk management. Risk Management forms an integral part of the management policy and is an ongoing process integrated with operations. The processes and guidelines of the risk management policy/ plan provide a strong overview and monitoring system at Board and senior management levels.

The Risk Management Committee and Audit Committee also seek independent assurance on specific risks from internal audit or other assurance reviews.

Significant and Material Orders passed by Regulators or Courts

There are no significant material orders passed by the regulators/ courts which would impact the going concern status of the Company and its future operations. However, some of the significant orders are forming part of Note 57 to the standalone financial statements.

Vigil Mechanism

The Company has a vigil mechanism in the form of Whistle Blower Policy in line with Listing Regulations to deal with instances of unethical and/ or improper conduct and actioning suitable steps to investigate and correct the same. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

Your Company continue to follow robust Policy on âProhibition, Prevention & Redressal of Sexual Harassment of Women at Workplaceâ. During the financial year under review, no cases were reported. The Company continue to promote the cause of our women colleagues, through âJagrutiâ- an all womenâs forum for experience sharing, creating awareness on women safety & related issues and celebrating important days dedicated to women and also organizing ongoing workshops on gender sensitivity [approx. 300 employees (male & female) were covered under this].

Accolades

The details of Recognitions, Awards and Accolades received during the year are provided in Annexure-E.

Acknowledgements

For and on behalf of the Board of Directors

(Dr. K.P. Singh)

New Delhi Chairman

25 August 2017 (DIN 00003191)

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 50th Report on the business and operations of the Company together with the audited results for the financial year ended 31st March, 2015.

Consolidated Financial Results

(Rs. in crore)

2014-15 2013-14

Consolidated revenue/turnover 8,168.16 9,789.59

Gross Operating Profit (EBIDTA) 3,543.17 3976.79

Less: Finance Costs 2,303.86 2,463.25

Less: Depreciation 544.79 662.93

Profit before exceptional items 694.52 850.61 and tax

Exceptional items (67.87) (329.86)

Less: Provision for Tax 157.57 (83.63)

Profit before minority interest 469.08 604.38

Share of Profit/(loss) in associates (3.43) 7.08

Minority interest 33.30 56.54

Profit after Tax, minority interest 498.95 668.00 and before prior period items

Prior period items (net) (41.28) 21.79

Net Profit 540.23 646.21

In FY'15, your Company reported consolidated revenues of Rs. 8,168 crore, a decrease of 17% from Rs. 9,790 crore in FY'14. EBIDTA stood at : 3,543 crore, a decrease of 11% from Rs. 3,977 crore in the previous year. Net profit after tax, minority interest and prior period items was at Rs. 540 crore, a decline of 16% from Rs. 646 crore. The EPS for FY'15 stood at Rs. 3.03 as compared to Rs. 3.65 for FY'14.

The cost of revenues including cost of land, plots, development rights, constructed properties and others stood at Rs. 3,285 crore as against Rs. 3,880 crore in FY'14. Staff cost decreased to Rs. 349 crore versus Rs. 576 crore. Depreciation, amortization and impairment charges were at Rs. 545 crore versus Rs. 663 crore in FY'14. Finance cost decreased to Rs. 2,304 crore from Rs. 2,463 crore in FY'14.

Review of Operations

Your Company's Balance Sheet as at 31st March, 2015 reflected a healthy position with a net worth of 29,168 crore.

Net debt was Rs. 20,965 crore as on 31st March, 2015. The net debt to equity ratio was at 0.72.

Your Company's development business primarily focuses on the development and sale of residential real estate which include plotted developments, houses, villas and apartments of varying sizes and integrated townships, with a focus on the high end, luxury residential developments. The development business also consists of certain offi ces, SEZ and shopping complexes, including those that are integral to the residential developments they are attached to.

Your Company has now primarily categorized its development business into two broad categories viz. Gurgaon DevCo and National DevCo. Both these geographical segments are independently responsible and accountable for all activities across the product value chain from acquisition of land, obtaining approvals, project planning, execution, to launch, sales & marketing and final delivery of the developed property to the customers.

As at 31st March, 2015, your Company had 46 msf of development projects under construction.

Your Company's lease business involves leasing of its developed offi ces, SEZ and retail properties. One of the key objectives of its lease business is to achieve returns from investments in its portfolio properties within a targeted timeframe. Another key objective is to achieve high occupancy rates for the leased portfolio properties. The utilities and facility management business supports and complements the lease business.

As at 31st March, 2015, your Company's lease business comprised completed offices, SEZ and retail properties with leasable area of approximately 29.4 msf, which yielded annuity income of approximately Rs. 2,200 crore.

The performance of the Company on standalone basis for the year ended 31st March, 2015 is as under:

Standalone Financial Results

(Rs. in crore)

2014-15 2013-14

Turnover 4,061.88 3,825.88

Gross Operating Profit 2,680.51 2,673.44

Less: Finance Costs 1,403.34 1,666.81

Less: Depreciation 55.82 77.98

Profit before exceptional items 1,221.35 928.65 and tax

Exceptional items (net) (29.49) (390.16)

Less: Provision for Tax 277.56 8.82

Profit after Tax 914.30 529.67

Less: Prior period items (net) (25.77) 2.83

Net Profit 940.07 526.84

Future Outlook

Your Company continues to implement its strategy to concentrate on its core business & geographies and to develop a right product mix well suited for its markets. Your Company remains committed to invest in the development of supporting infrastructure in its core markets to match the global standards thereby providing a healthy and safe lifestyle.

The Securities and Exchange Board of India ('SEBI') has notified the SEBI (Real Estate Investment Trusts) Regulations, 2014 (REITs) guidelines and the Finance Ministry has rationalized the tax structure for these instruments to a great extent. Your Company has over the last decade created a huge platform of annuity assets, which continues to grow as offi ces, SEZ and retail segment finds traction as the GDP grows. The REITs platform therefore provides an excellent avenue for monetizing these assets thereby re-cycling capital for fuelling future growth without losing control of these long-term assets.

With the introduction of REITs and the demand for residential products showing early signs of improvement, your Company remains committed to achieve a robust, conservative capital structure by matching long-term capital with long-term assets, reducing debt on the books, thereby improving both the quality and pricing of its debt.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 2 per equity share (100%) (previous year - Rs.2 per equity share) for the FY'15 amounting to Rs. 356.39 crore (previous year Rs. 356.35 crore), subject to approval of the members.

Reserves

The Company proposes to transfer 10% of standalone net profit amounting Rs. 94 crore to general reserve. Further, Rs. 60.16 crore is proposed to be transferred to debenture redemption reserve.

CAPEX

Your Company will continue to incur capital expenditure for the completion of existing offices, SEZ and retail projects. Your Company plans to incur capital expenditure towards development of certain retail projects in the near to medium future. Further, in order to mitigate the risks relating to commodity infi ation and rising labour costs, your Company had introduced an escalation clause in some of its development projects. Your Company believes that this will assist in partially mitigating increase in construction costs in a fair, efficient and transparent manner.

Change in Share Capital

During the year under review, the Company has issued and allotted 4,76,060 equity shares of Rs. 2 each fully paid upon exercise of stock options by the eligible employees under the Employee Stock Option Scheme, 2006 thereby increasing the paid- up share capital by Rs. 9,52,120.

Credit Rating

CRISIL has reaffirmed the ratings at 'CRISIL A/CRISIL A2 ' on the bank facilities and debt instruments.

ICRA has also reaffi rmed the long-term rating of [ICRA]A (pronounced ICRA A) assigned to NCD programme and bank facilities.

Fixed Deposits

The Company has not accepted/renewed any public deposits during the year under review.

Subsidiary Companies and Consolidated Financial Statements

The consolidated financial statements of the Company and its subsidiaries, prepared in

accordance with applicable accounting standards, issued by the Institute of Chartered Accountants of India, forms part of this Annual Report. In terms of Section 136 of the Companies Act, 2013 ('the Act'), fi nancial statements of the subsidiary companies are not required to be sent to the members of the Company. The Company will provide a copy of separate annual accounts in respect of each of its subsidiary to any shareholder of the Company if so desired and said annual accounts will also be kept open for inspection at the Registered Office of the Company.

The Company has appointed Independent Director(s) in its material non-listed Indian subsidiaries in compliance with the provisions of listing agreement with stock exchanges.

The Company has formulated a policy for determining 'material' subsidiaries and such policy is disclosed on Company's website at the link http://www.dlf.in/dlf/wcm/connect/dlf-corporate/ home/investors/downloads/

As on 31st March, 2015, the Company has 130 subsidiary companies in terms of the Act. During the year under review, three companies became subsidiaries and sixteen companies ceased to be subsidiaries.

A separate section containing a report on performance and financial position of each of subsidiaries, associates and joint ventures included in the consolidated financial statements of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outgo

The particulars required to be disclosed under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given at Annexure-A hereto and form part of this Report.

Particulars of Employees

The information required pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ('the Rules') in respect of employees of the Company, is annexed to this Report.

In terms of fi rst proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars Rule 5(2) & (3) of the Rules which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any Member interested in obtaining a copy thereof may write to the Company Secretary.

Employee Stock Option Scheme (ESOS)

Information required in terms of Clause 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 is at Annexure-B.

The certificate, as required under Clause 13 of the said Regulations, as obtained from the Statutory Auditors with respect to the implementation of the Company's Employee Stock Option Scheme, 2006, shall be placed at the forthcoming Annual General Meeting.

Listing at Stock Exchanges

The equity shares of your Company are listed on NSE and BSE (the stock exchanges). The non- convertible debentures issued by your Company are also listed on the Wholesale Debt Market (WDM) segment of NSE. The listing fees for the year 2015-16 have been paid to the stock exchanges.

Pursuant to Clause 5A of the listing agreement, the Company has opened two separate suspense accounts for shares held in dematerialized and physical form, which remain unclaimed, the details of which are mentioned in the Corporate Governance Report.

Management Discussion & Analysis Report

The Management Discussion and Analysis Report as required under Clause 49 of the listing agreement with the stock exchanges forms part of this Report.

Corporate Governance Report

The Corporate Governance Report, as stipulated under Clause 49 of the listing agreement, forms part of this Report.

The requisite certificate from the Statutory Auditors of the Company, Walker Chandiok & Co LLP,

Chartered Accountants, confirming compliance with the conditions of corporate governance as stipulated under the aforesaid clause is attached to Corporate Governance Report.

Directors' Responsibility Statement

In terms of provisions of Section 134(5) of the Act, your Directors confirm that:

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

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and the profit and loss of the Company for that period;

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

(iv) the Directors have prepared the annual accounts on a going concern basis;

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal fi nancial controls are adequate and were operating effectively; and

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

Audit Committee

The Composition of the Audit Committee is provided in the Corporate Governance Report forming part of this report. All the recommendations made by the Audit Committee were accepted by the Board.

Auditors

Walker Chandiok & Co LLP, Chartered Accountants, Statutory Auditors, holds office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. Certifi cate from the

Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 141(3)(g) of the Act and they are not disqualified for re-appointment.

Auditors' Report

(i) Emphasis of Matter given in point no. 9 of the Auditor's Report on standalone financial statements read with note no. 48 of Schedule to the standalone financial statements, are self-explanatory and do not call for any further comments.

(ii) Emphasis of Matter given in point no. 9 of the Auditor's Report on consolidated financial statements read with note no. 38 of the Schedule to the consolidated fi nancial statements, are self-explanatory and do not call for any further comments.

Cost Auditors

The Board has appointed M/s R.J. Goel & Co., Cost Accountants, to audit cost records of the Company pertaining to real estate development activities for FY 2014-15.

Secretarial Auditor

The Board has appointed Dr. K.R. Chandratre, Practicing Company Secretary, to conduct Secretarial Audit for the FY 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is at Annexure-C. The said report does not contain any qualifi cation, reservation and adverse remarks.

Directors

The Board of Directors on the recommendations of the Nomination and Remuneration Committee appointed Lt. Gen. Aditya Singh (Retd.) and Mr. A.S. Minocha, as Additional Directors (in capacity of Independent Director) on 29th August, 2014 and 20th May, 2015, respectively, in compliance to Section 149 and 161 of the Act read with Clause 49 of the listing agreement and Article 101(2) of Articles of Association of the Company. Lt. Gen. Aditya Singh (Retd.) and Mr. Minocha will be holding the offi ce of Director till the date of ensuing Annual General Meeting of the Company. The Company has received notices under Section 160(1) of the Act from member(s) proposing their candidature for appointment as Directors.

The Board of Directors has recommended their appointments.

Subject to the proposed amendment in Article 102 of the Articles of Association of the Company, Mr. Mohit Gujral and Mr. Rajeev Talwar, Directors are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. Brief resume of Directors seeking appointment and re-appointment along with other details as stipulated under Clause 49 of the listing agreement, are provided in the Notice for convening the Annual General Meeting and Corporate Governance Report.

Mr. T.C. Goyal, Managing Director was super- annuated with effect from 31st March, 2015. He has also resigned as Director of the Company w.e.f. the close of business hours on 31st March, 2015. The Board has placed on record its appreciation for the outstanding contribution made by Mr. Goyal in the development of the Company.

Ms. Pia Singh, upon resignation as Whole-time Director, continues to be a Non-executive Director from the close of business hours on 20th May, 2015.

All Independent Directors have submitted declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the listing agreement.

During the year 2014-15, eight meetings were held by the Board of Directors. The details of board meetings and the attendance of Directors are provided in the Corporate Governance Report.

Mr. Ashok Kumar Tyagi is the Group Chief Financial Officer and Mr. Subhash Setia is the Company Secretary of the Company.

Business Responsibility Report (BRR)

The BRR describes the initiatives taken by the Company from social, environmental and governance perspectives. As a green initiative, the Company has hosted the said report on the website www.dlf.in

Corporate Social Responsibility

The Company has made significant contribution in community welfare initiatives including the underprivileged through education, training, health, environment, capacity building and rural-centric interventions through 'DLF Foundation' and other agencies. The employees of the Company also participated in many of such initiatives.

The Board has constituted the Corporate Social Responsibility Committee and based on the recommendation of the Committee, approved the CSR Policy of the Company in accordance with Section 135 of the Act and rules made thereunder. A copy of the CSR policy is available on the Company's website www.dlf.in

The Annual Report on CSR activities in the prescribed format under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is at Annexure-D.

Environment Policy

The Company has over the years, gone beyond the requirements of law in improving the environment in the ecosystem that it operates in and has formalized and adopted a Corporate Environment Policy which is also available on the Company's website www.dlf.in

Extract of Annual Return

The extract of the Annual Return in Form MGT-9 as provided under Section 92(3) of the Act is at Annexure-E.

Particulars of Loans, Guarantees and Investments

Particulars of loans, guarantees and investments under Section 186 of the Act are provided in the notes to the standalone financial statements.

Particulars of contracts or arrangements with related parties

All contracts or arrangements with related parties, entered into or modified during the financial year, were on arm's length basis and in the ordinary course of business. All such contracts or arrangements have been approved by the Audit Committee. No material contracts or arrangements with related party were entered into during the year under review. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with rules made thereunder.

In line with the requirements of the Act and listing agreement, the Company has formulated a Policy on Related Party Transactions which is also available on Company's website - www.dlf.in. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

Disclosures on related party transactions are provided in notes to fi nancial statements (please refer to note no. 32).

Nomination and Remuneration Policy

The Nomination and Remuneration Policy containing guiding principles for payment of remuneration to Directors, Senior Management, Key Managerial Personnel and other employees including Non-executive Directors along with Board Evaluation criteria are provided in the Corporate Governance Report.

Board Evaluation

The evaluation of Board, Committee(s) and individual Directors was carried out based on structured questionnaire encompassing parameters such as level of engagement and contribution, independence ofjudgment, safeguarding the interest of the Company and its minority shareholders etc. Further, details on performance evaluation along with familiarization programme are covered under the Corporate Governance Report.

Risk Management

Pursuant to the requirement of Clause 49 of the listing agreement, the Board has constituted a Risk Management Committee to frame, implement and monitor risk management plan of the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee also oversight in the areas of fi nancial risks and control. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis. The Company's internal control system is commensurate with the nature, size and complexities of operations. The Company is continuously reviewing the internal financial controls systems and risk management process to further strengthen the same.

Significant and material orders passed by regulators or courts

There are no significant material orders passed by the regulators/courts which would impact the going concern status of the Company and its future operations. However, some of the significant orders are as under -

(a) The Competition Commission of India (CCI) on a complaint fi led by the Belaire/Park Place owners Association had passed orders dated August 12 and August 29, 2011 imposing a penalty of Rs. 630 crore on the Company, restraining the Company from formulating and imposing allegedly unfair conditions with buyers in Gurgaon and further ordered to suitably modify the alleged unfair conditions on its buyers.

CCI, by order on January 31, 2012 arising out of information filed by Magnolias Flat Owners Association against the Company, held that the Company contravened Section 4 of the Competition Act, 2002 (the 'Act') by abusing dominant position and imposing unfair conditions in the agreement and to modify unfair conditions. CCI also noted that penalty has already been imposed in case relating to Belaire project, therefore it would not be appropriate to impose penalty separately again as the nature of contravention is identical and in the same relevant market.

The said orders of CCI were challenged by the Company on several grounds by filing appeals before the Competition Appellate Tribunal (COMPAT).

COMPAT, by a common order, on May 19, 2014 (the 'COMPAT Order') confirmed CCI's fi ndings and the penalty imposed pursuant to its order dated August 12, 2011 and directed the Company to pay the penalty along with interest. However, COMPAT held that CCI was not justified in looking into and considering the apartment buyers agreement entered by the Company with allottees of Belaire housing complex in Gurgaon as those agreements had been entered into prior to notification of Section 4 of the Competition Act. COMPAT further held that CCI could not have directed modifications of the agreement as the power to modify the agreement under Section 27 is only in relation to Section 3 and cannot be applied for any action in contravention of Section 4 of the Act.

The Company and its subsidiaries have filed appeals in the Hon'ble Supreme Court of India against the order dated May 19, 2014 passed by the COMPAT. The Hon'ble Supreme Court of India vide order dated August 27, 2014 admitted the appeals and directed the Company to deposit penalty of Rs. 630 crore in the Court and the Company has complied with the order for deposit of amount with the Hon'ble Supreme Court of India.

(b) During the year ended March 31, 2011, the Company received judgments from the Hon'ble High Court of Punjab and Haryana cancelling the lease/sale deed of land relating to IT SEZ Projects in Gurgaon. The Company has filed Special Leave Petitions (SLPs) challenging the orders in the Hon'ble Supreme Court of India which have been admitted and Hon'ble Supreme Court stayed the operation of the impugned judgments till further orders.

(c) (i) Securities and Exchange Board of India

(SEBI) issued Show Cause Notice dated June 25, 2013 under Sections 11(1), 11(4), 11A and 11B of the SEBI Act, 1992 (the 'Act') read with Clause 17.1 of the SEBI (Disclosure & Investor Protection) Guidelines, 2000 ('DIP Guidelines') read with Regulation 111 of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 ('ICDR Regulations') against the Company and seven others. The Company and seven other noticees fi led their respective replies before SEBI. After hearings, SEBI on October 10, 2014 debarred the Company and six others from accessing the securities markets and prohibited them from buying, selling or otherwise dealing in securities directly or indirectly, in any manner, for three years. The Company and six other noticees filed appeals before the Securities Appellate Tribunal ('SAT').

SAT, by majority order dated March 13, 2015, allowed the appeals and quashed the said

SEBI order on the ground that there was nothing that suggested that the investors were prejudiced due to non-disclosure of information by the Company in its offer document in respect of Sudipti Estates Private Limited and other companies, or that such non-disclosure resulted in any benefi t to the Company or its Directors in violation of the erstwhile DIP Guidelines. It further held that the restraint would result in crippling the functioning of the Company and the investors would be prejudiced by such a prohibition. SEBI has filed statutory appeal (3718/2015) before the Hon'ble Supreme Court of India ('Supreme Court') against the company. SEBI has also filed separate appeals against directors and officer of the Company before the Hon'ble Supreme Court. On April 24, 2015, the Hon'ble Supreme Court admitted the appeal filed by SEBI and issued notice on interim application. No stay has been granted by Hon'ble Supreme Court on the Interim application filed by SEBI.

(ii) SEBI issued a common show cause notice dated August 28, 2013 to the Company and its directors and officer to show cause as to why penalty should not be imposed upon them under Rule 4 of the Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Offi cers) Rules, 1995 and Sections 15HA and 15HB of the SEBI Act. SEBI alleged that the Company and its directors/officer had actively suppressed certain material information and facts in the red herring prospectus fi led at the time of the Company's IPO. It further alleged that the suppression of material information resulted in the violation of certain provisions of the erstwhile DIP Guidelines, read with Regulation 111 of the SEBI ICDR Regulations, Section 11 of the SEBI Act and the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003.

The adjudicating officer, SEBI, on February 26, 2015 imposed penalty of Rs. 26 crore under Sections 15HA and 15HB of the SEBI Act on the Company. Further, penalty of Rs. 26 crore under Sections 15HA and 15HB of SEBI Act was imposed on some of its directors and officer to be paid jointly and severally. The Company, its directors and officer filed appeals before SAT. As per the SAT order dated April 15, 2015, SEBI undertook not to enforce its order dated February 26, 2015 until the next hearing.

(d) Disallowance of SEZ profits u/s 80IAB of the Income-tax Act, 1961 were made by the Income Tax Authorities in the assessment of the Company raising demands amounting to Rs. 73.09 crore, Rs. 72.85 crore, Rs. 355.24 crore and Rs. 487.23 crore for the assessment year(s) 2011-12, 2010-11, 2009-10 and 2008-09 respectively.

The Company had filed appeals before the appropriate appellate authorities against these demands for the said assessment years. In certain cases partial/full relief has been granted by the Appellate Authorities (CIT Appeal & Income Tax Appellate Tribunal). The Company and Income Tax Department have further preferred appeals before the higher authorities in those cases.

Based on the advice from independent tax experts and the development on the appeals, the management is confident that additional tax so demanded will not be sustained on completion of the appellate proceedings and accordingly, pending the decision by the appellate authorities, no provision has been made in the financial statements.

(e) The petitions were filed before the Hon'ble Punjab & Haryana High Court challenging the action of the Haryana Government to acquire the land belonging to Gram Panchayat of village Wazirabad, District Gurgaon for public purpose and thereafter selling the same to the Company, seeking directions from the court for quashing of the acquisition proceedings under Section 4 & 6 dated August 8, 2003 and January 20, 2004.

The Petitioners therein also sought quashing of the award dated January 19, 2006 and the regular letter of allotment (RLA) dated February 9, 2010 issued in favour of the Company for 350.715 acres of land.

The Hon'ble Punjab & Haryana High Court, vide its fi nal order dated September 3, 2014, while upholding the acquisition of land has however disapproved the allotment in favour of the Company. The Hon'ble High Court passed an order to keep the RLA dated February 9, 2010 issued in favour of the Company in abeyance and further directed the Haryana State Industrial and Infrastructure Development Corporation ('HSIIDC') to initiate fresh allotment process for higher returns in respect of the land in question with an option to State to revive the RLA in case no better bid is quoted by the public at large.

The Company has filed Special Leave Petition before the Hon'ble Supreme Court of India challenging the judgment dated September 3, 2014 passed by the Hon'ble Punjab & Haryana High Court. The Hon'ble Supreme Court of India issued notice to the Respondents and directed status quo to be maintained by the parties.

(f) The Hon'ble Supreme Court in the case of L&T on September 26, 2013, has upheld the decision given in case of M/s K. Raheja in 2005 that any agreement with prospective buyers prior to completion of construction will be treated as a Works Contract. Karnataka & Maharashtra State(s) had amended their respective VAT Acts after the decision of K. Raheja's case in 2005 and Delhi has amended the VAT Act vide notification issued on September 20, 2013 and Haryana has also amended the VAT Act vide notification issued on August 12, 2014 & amnesty enabling provision has been notifi ed on November 5, 2014 for the period prior to March 31, 2014. Except from the state of Kerala, Haryana and Punjab, the Company/group has not received any show cause/assessment notice from any of the states where the projects are located with respect to additional VAT liability in this regard. Further, the Company has filed an intervention application before Hon'ble Supreme Court of India in the matter of Larsen & Toubro Ltd v/s State of Karnataka Civil Appeal No. 8672 of 2013.

Moreover based on the terms of the agreement with the buyers, management is of the opinion that in case the tax would be imposed by VAT authorities or already been imposed, as the case may be, the same is recoverable from the respective buyers and where ultimate collection from customers is doubtful, as an abundant caution, adequate provision for the same has been made in the standalone financial statements.

Vigil Mechanism

The Company has a vigil mechanism in the form of Whistle Blower Policy in line with listing agreement to deal with instances of unethical and/or improper conduct and actioning suitable steps to investigate and correct the same. The details of the Whistle Blower Policy are in the Corporate Governance Report and also posted on the website of the Company.

Accolades

The details of Recognitions, Awards and Accolades received during the year are at Annexure-F.

Acknowledgements

Your Directors wish to place on record their sincere appreciation to all the employees for their dedication and commitment. The hard work and unstinting efforts of the employees have enabled the Company to sustain and further consolidate its position in the industry.

Your Company continues to occupy a place of respect among stakeholders, most of all our valuable customers. Your Directors would like to express their sincere appreciation for assistance and co-operation received from the vendors and stakeholders including financial institutions, banks, Central and State Government authorities, customers and other business associates, who have extended their valuable and sustained support and encouragement during the year under review. It will be the Company's endeavour to build and nurture these strong links with its stakeholders.

For and on behalf of the Board of Directors

(Dr. K.P. Singh)

Chairman

May 20, 2015 (DIN 00003191)

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 49th Report on the business and operations of the Company together with the audited results for the financial year ended 31st March, 2014.

Consolidated Financial Results

(Rs. in crore)

2013-14 2012-13

Consolidated Revenue/Turnover 9,789.59 9,095.74

Gross Operating Profit 3,976.79 3,949.11

Less: Finance Charges 2,463.25 2,314.04

Less: Depreciation 662.93 796.24

Profit before Tax 850.61 838.83

Exceptional items 329.86 32.96

Less: Provision for Tax (83.63) 125.11

Profit before minority interest and share 604.38 680.76 of profit in associates

Share of Profit in associates (net) 7.08 4.13

Minority interest 56.54 44.50

Profit after exceptional items, tax, minority interest, share of profit in associates and 668.00 729.39 before prior period items

Prior period items (21.79) (17.47)

Net Profit 646.21 711.92

In FY''14, your Company reported consolidated revenues ofRs. 9,790 crore, an increase of 8% over Rs. 9,096 crore in FY''13. EBIDTA stood at Rs. 3,977 crore, an increase of 1% from Rs. 3,949 crore in the previous year. Net profit after tax, minority interest and prior period items was at Rs. 646 crore, a decline of 9% from Rs. 712 crore. The EPS for FY''14 stood at Rs. 3.65 as compared to Rs. 4.19 for FY''13.

The cost of revenues including cost of land, plots, development rights, constructed properties and others increased to Rs. 3,880 crore as against Rs. 3,356 crore in FY''13. Staff costs decreased marginally to Rs. 576 crore versus Rs. 596 crore. Depreciation, amortization and impairment charges were at Rs. 663 crore versus Rs. 796 crore in FY''13. Finance costs increased to Rs. 2,463 crore from Rs. 2,314 crore in FY''13. The overall debt witnessed a significant decrease; however the increase in cost of borrowing impacted the finance costs.

Review of Operations

Your Company''s Balance Sheet as at 31st March, 2014 reflected a healthy position with a net worth of Rs. 29,194 crore. The net worth of your Company witnessed an increase of Rs. 1,666 crore from FY''13.

Net debt was Rs. 18,526 crore as compared to Rs. 21,731 crore as of 31st March, 2013. The net debt to equity ratio was at 0.64.

During the year, the credit rating of your Company improved, with outlook changing from negative to stable.

The year 2013-14 proved to be difficult for the real estate sector mainly due to poor macro-economic conditions, slowing income growth, continuing high borrowing costs both for industry and the consumer and the rising inflation.

Your Company completed approximately 4.26 msf of commercial and residential projects in FY''14 while adding approximately 9.76 msf to new construction. As a result, the total area under construction was 59 msf as on 31st March, 2014.This includes approximately 10.06 msf of saleable area pursuant to certain joint venture arrangements. Handover of 4.26 msf were commenced across the cities comprising plots, commercial complexes and commercial offices.

The development business comprising primarily the residential segment, followed by commercial complexes has a combined area of 55.51 msf under construction as of 31st March, 2014.

The rental business has approximately 2.81 msf of area under construction as of 31st March, 2014.

Your Company''s aggregate net debt amounted to Rs. 18,526 crore as of 31st March 2014. On account of lack of any significant reductions in bank rates by RBI, your Company''s average cost of debt has continued to range between 12.5% and 13% in FY''14. Your Company believes that its present level of debt is comfortable even as it will strive to reduce them further over the medium term. Your Company realized proceeds of approximately Rs. 4,067 crore during FY''14 from the divestment of non-core assets and businesses. Your Company intends that any capital expenditure to be incurred in the financial year 2014-15 shall be met through selective divestitures and target to maintain the net debt at the similar levels, even though there may be some intra year variations.

Your Company met all stakeholder commitments in time during the year, including those to the lending institutions despite tight liquidity conditions.

The performance of the Company on standalone basis for the year ended 31st March, 2014 is as under:

Standalone

(Rs. in crore)

2013-14 2012-13

Turnover 3,825.88 3,304.84

Gross Operating Profit 2,673.44 2,544.31

Less: Finance Charges 1,666.81 1,709.89

Less: Depreciation 77.98 141.89

Profit before exceptional items, tax and 928.65 692.53 prior period items

Exceptional items (net) (390.16) -

Less: Provision for Tax 8.82 175.86

Profit after Tax 529.67 516.67

Prior-period items (net) 2.83 (15.10)

Net Profit 526.84 501.57

Future Outlook

Your Company plans to primarily focus on the development of luxury and premium residential projects in certain key locations in India such as the cities of Delhi, Gurgaon, Mumbai, the Chandigarh Tri-City and certain areas in and around Chennai and Bengaluru. In addition, your Company also intends to continue with the development and sale of its existing projects at several locations in India including Lucknow, Indore, Kochi, Kolkata and other cities.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 2 per equity share (100%) (previous year Rs. 2 per equity share) for the FY''14 amounting to Rs. 356.29 crore (previous year Rs. 356.09 crore), subject to approval of the members.

The Company proposes to transfer 10% of standalone net profit amounting to Rs. 52.68 crore to general reserve.

Changes in Share Capital Issue of Shares under IPP & ESOP

During the year under review, the Company has issued and allotted 8,10,18,417 equity shares of face value of Rs. 2 each at an issue price of Rs. 230 per share, aggregating to Rs. 1,863.42 crore through Institutional Placement Programme (IPP) and also allotted 17,13,813 equity shares of Rs. 2 each fully paid upon exercise of stock options by the eligible employees under the Employee Stock Option Scheme, 2006 thereby increasing the paid-up share capital byRs. 16.55 crore.

Corporate Sustainability & Business Responsibility Report

Your Company''s social sustainability initiatives encompassing skill development, education and health are targeted at the underserved sections of society and towards inclusive growth. In addition, your Company, from the design and through construction stages strives for the most environment friendly technologies.

SEBI vide its circular no. CIR/CFD/DIL/8/2012 dated August 13, 2012, has mandated top 100 companies, based on market capitalization at BSE and NSE to include Business Responsibility Report (BRR) as part of the Annual Report. However, as a green initiative, the Company has hosted the said report on the website www.dlf.in. The said report shall be made available to any member of the Company, upon request to the Company Secretary at the Registered Office of the Company. The BRR describes the initiatives taken by the Company from social, environmental and governance perspectives.

Credit Rating

ICRA has reaffirmed rating of [ICRA] A for Rs. 4,000 crore - NCD programme. It has also reaffirmed rating at [ICRA] A for Rs. 11,329 crore line of Credit (Term Loan Rs. 7,589 crore, Fund Based Limits Rs. 2,580 crore and Non-fund Based Limits Rs. 1,160 crore).

CRISIL has reaffirmed rating of "CRISIL A" for Rs. 5,000 crore NCD Programme. Further, for total bank loan facilities ofRs. 15,730 crore, it has assigned "CRISIL A/Stable" for Long Term facilities and "CRISIL A2 " for Short Term facilities.

Fixed Deposits

The Company has not accepted/renewed any public deposits during the year under review.

Development in Subsidiaries

During the year under review, as a part of DLF''s objective of divesting its non core assets, the following divestment took place -

DLF Global Hospitality Limited, a wholy-owned subsidiary has divested its entire stake in Silverlink Resorts Limited (SRL) at an enterprise value of US $358 million, accordingly, SRL ceased to be a subsidiary of the Company.

The Company has sold its entire stake of 74% in the insurance joint venture with Prudential International Insurance Holdings Limited to Dewan Housing Finance Corporation Limited & its group entities.

DLF Home Developers Limited and DLF Projects Limited, wholly-owned subsidiaries have divested their entire 60% stake in Star Alubuild Private Limited, a company specializing in designing, engineering, fabrication and installation of curtain walls for commercial buildings, retail malls, doors and windows for projects, at an enterprise value of Rs. 79.80 crore.

During the year under review, the Company along with it''s subsidiary has transferred undertaking(s) comprising wind turbines situated at Gujarat, Tamilnadu, Rajasthan and Karnataka, aggregating to Rs. 607.79 crore.

DLF Home Developers Limited, a wholly-owned subsidiary has sold its entire stake in Galaxy Mercantiles Limited a JV Company.

Subsidiary Companies and Consolidated Financial Statements

The consolidated financial statements of the Company and its subsidiaries, prepared in accordance with applicable accounting standards, issued by the Institute of Chartered Accountants of India (ICAI), form part of the Annual Report. In terms of the Circular No.2/ 2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit & Loss and other documents of the subsidiary companies are not required to be attached with the Balance Sheet of the Company. The Company will provide a copy of separate annual accounts in respect of each of its subsidiary to any shareholder of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiaries.

The Company has appointed Independent Director in its material non-listed subsidiaries in compliance with the provisions of listing agreement with stock exchanges.

As on 31st March, 2014, the Company has 143 subsidiaries in terms of the Accounting Standards issued by ICAI and the financial details of such subsidiaries form part of the Annual Report.

Events after Balance Sheet Date

a) COMPAT in its judgment has upheld certain findings of the earlier orders of CCI. The Company is in the process of examining the Order and seeking legal opinion. The Company shall be challenging the above said judgment in the Hon''ble Supreme Court within the time frame allowed to it.

b) DLF Emporio Limited, a group company successfully issued India''s first Commercial Mortgage Backed Security (CMBS) of Rs. 525 crore, with a legal maturity of 7.5 years. DLF Emporio owns and operates approximately 3 lac sq. ft. of a Luxury Mall in New Delhi, India. The CMBS issue was rated CRISIL AA (SO) and listed at BSE.

This was a landmark issuance, being the first of its kind in the country at a competitive pricing. This shall pave way for more such issuances in future.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are given at Annexure-A hereto and form part of this Report.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors'' Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Directors'' Report and the Accounts are being sent to all the members of the Company and others entitled thereto excluding the statement of particulars of employees. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Employee Stock Option Scheme (ESOS)

Information in terms of Clause 12 of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is at Annexure-B.

The certificate, as required under Clause 14 of the said Guidelines and as obtained from the Statutory Auditors with respect to the implementation of the Company''s Employee Stock Option Scheme, 2006, shall be placed at the forthcoming Annual General Meeting.

Listing at Stock Exchanges

The equity shares of your Company are listed on NSE and BSE (the stock exchanges). The non- convertible debentures issued by your Company are also listed on the Wholesale Debt Market (WDM) segment of NSE. The listing and custody fees for the year 2014-15 have been paid to the stock exchanges and Depository(ies), respectively.

Pursuant to Clause 5A of the listing agreement, the Company has opened two separate suspense accounts for shares held in dematerialised and physical form which remain unclaimed, the details of which are mentioned in the Corporate Governance Report.

Management Discussion & Analysis Report

The Management Discussion and Analysis Report as required under Clause 49 of the listing agreement with the stock exchanges forms part of this Report.

Corporate Governance Report

The Corporate Governance Report, as stipulated under Clause 49 of the listing agreement, forms part of this Report.

The requisite certificate from the Statutory Auditors of the Company, Walker Chandiok & Co LLP, Chartered Accountants, confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to Corporate Governance Report.

Directors'' Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having:

a) followed, in the preparation of the Annual Accounts, the applicable accounting standards and there are no material departures;

b) 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 your Company at the end of the financial year and of the profits of your Company for the year ended on 31st March, 2014;

c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

d) prepared the Annual Accounts on a going concern basis.

Auditors

The Auditors, Walker Chandiok & Co LLP (formerly Walker, Chandiok & Co), Chartered Accountants, hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment.

Auditors'' Report

(i) The observation given in point no. 7 of the Auditor''s Report on Standalone Financial Statements read with note no. 50 of Schedule to the Standalone Financial Statements, are self-explanatory and do not call for any further comments.

(ii) The observation given in point no. 7 of the Auditor''s Report on Consolidated Financial Statements read with note no. 38 of Schedule to the Consolidated Financial statements are self-explanatory and do not call for any further comments.

Cost Auditors

The Cost Audit Report for FY 2013-14 pertaining to generation, transformation/transmission/ distribution of electricity produced through wind power, shall be filed by the Cost Auditor - M/s. R.J. Goel & Co., Cost Accountants in due course.

Directors

Pursuant to Section 161 of the Companies Act, 2013 read with Article 101(2) of Articles of Association of the Company, Mr. Pramod Bhasin and

Mr. Rajiv Krishan Luthra were appointed as Additional Directors on 12th August, 2013. Similarly, Mr. Ved Kumar Jain, Mr. Mohit Gujral and Mr. Rajeev Talwar were appointed as Additional Directors on 14th February, 2014.

Mr. Gujral and Mr. Talwar were appointed as Whole-time Director(s) of the Company with effect from 14th February, 2014 and their appointments were approved by the Shareholders.

All the above Directors shall hold office upto the date of 49th Annual General Meeting of the Company.

The Company has received requisite notice(s) from the member(s) proposing the candidatures of Mr. Mohit Gujral and Mr. Rajeev Talwar for appointment as Director(s), liable to retire by rotation and also for Mr. Pramod Bhasin, Mr. Rajiv Krishan Luthra and Mr. Ved Kumar Jain, as Independent Director(s).

Pursuant to Section 152 of the Companies Act, 2013 read with Clause 102 of the Articles of Association of your Company, Mr. G.S.Talwar and Ms. Pia Singh, Directors, liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re- appointment.

The Company has received requisite notice(s) from the member(s) proposing the candidatures of Mr. K.N. Memani, Dr. D.V. Kapur and Mr. B. Bhushan, as Independent Director(s).

Pursuant to the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modifications or re-enactment thereof for the time being in force) and Clause 49 of the listing agreement, the Independent Director proposed to be appointed shall hold office for 5 (five) consecutive years for a term upto 31st March, 2019. The Company has received declarations from all the Independent Directors confirming that each of them meets the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Clause 49 of the listing agreement.

Brief resume of Directors seeking appointment/ re-appointment along with other details as stipulated under Clause 49 of the listing agreement, are provided in the Notice for convening the Annual General Meeting.

Corporate Social Responsibility

The Company has made significant investments in community welfare initiatives for the underprivileged through education, training, health, environment, capacity building and rural- centric interventions through its Foundation and other Trusts. The details of CSR activities undertaken are at Annexure-C. The employees of the Company also participated in many of such initiatives. During the year under review, the Company has contributed to the extent of Rs. 3,569.43 lac towards CSR activities.

The Company has also constituted Corporate Social Responsibility Committee, details of which are mentioned in the Corporate Governance Report.

Environment Policy

The Company has over the years, gone beyond the requirements of law in improving the environment in the ecosystem that it operates in and it has formalised and adopted a Corporate Environment Policy which is available on the website of the Company - www.dlf.in.

Awards

The details of Awards and Accolades received during the year are at Annexure - D.

Acknowledgements

Your Directors wish to place on record their sincere appreciation to all the employees for their dedication and commitment. The hard work and unstinting efforts of the employees have enabled the Company to sustain and further consolidate its position in the industry.

Your Company continues to occupy a place of respect among stakeholders, most of all our valuable customers. Your Directors would like to express their sincere appreciation for assistance and co-operation received from the vendors and stakeholders including financial institutions, banks, Central and State Government authorities, customers and other business associates, who have extended their valuable and sustained support and encouragement during the year under review. It will be the Company''s endeavour to build and nurture these strong links with its stakeholders.

For and on behalf of the Board of Directors

(Dr. K.P. Singh)

Chairman May 29, 2014 (DIN 00003191)

Mar 31, 2013

The Directors have pleasure in presenting their 48th Report on the business and operations of the Company together with the audited results for the financial year ended 31st March, 2013.

Consolidated Financial Results

(Rs. in crore) 2012-13 2011-12

Consolidated Revenue /Turnover 9,095.74 10,223.85

Gross Operating Profit 3,949.11 4,498.79

Less: Finance Charges 2,314.04 2,246.48

Less: Depreciation 796.24 688.83

Profit before Tax 838.83 1,563.48

Exceptional items 32.96 15.98

Less: Provision for Tax 125.11 369.35

Profit before minority interest 680.76 1,178.15

Share of Profit/(loss) in associates 4.13 (1.50)

Minority interest 44.50 33.64

Profit after Tax, minority interest and 729.39 1,210.29 before prior period items

Prior period items (17.47) (9.47)

Net Profit 711.92 1,200.82

Your Company recorded consolidated revenues of Rs. 9,095.74 crore in FY''13 as compared to Rs. 10,223.85 crore in FY''12, a decrease of 11%. The gross operating profit, on consolidated basis, decreased to Rs. 3,949.11 crore from Rs. 4,498.79 crore, a decrease of 12%. The profit after tax, minority interest and prior period items was Rs. 711.92 crore as compared to Rs. 1,200.82 crore for the previous year, a decrease of 41%.

The reasons for the above decrease were primarily due to lower operating margin because of lower sales, increase in construction costs and higher depreciation coupled with continuing high interest costs. The sales / margin reported were also impacted due to the new Guidance Note on Accounting for Real Estate transaction issued by ICAI for all projects launched on or after 1st April, 2012.

Review of Operations

The year under review was a sluggish year in terms of economic growth, largely because of high interest rates, inflation, lower GDP growth impacting sentiments and investor interest across businesses.

Your Company booked gross sales of approximately 7.23 msf of residential and commercial space across different geographies valued at Rs. 3,815 crore. The Company has launched 4.27 msf and delivered 12.4 msf during the year.

The Company''s launches in the residential segment comprised a well balanced product mix of premium homes and plotted development and received a good response.

In the rental business, your Company contracted additional leasing of 1.14 msf during the year, taking the total leased space to approximately 23.82 msf across commercial offices and retail malls.

Your Company unlocked Rs. 3,160 crore during the year by divesting certain non-core and non-strategic assets.

Your Company met all stakeholder commitments in time during the year, including those to the lending institutions despite tight liquidity conditions.

The performance of the Company on standalone basis for the year ended 31st March, 2013 is as under :

Standalone

(Rs. in crore)

2012-13 2011-12

Turnover 3,304.84 4,582.67

Gross Operating Profit 2,544.31 3,201.33

Less: Finance Charges 1,709.89 1,553.78

Less: Depreciation 141.89 139.84

Profit before Tax 692.53 1,507.71

Less: Provision for Tax 175.86 458.77

Profit after Tax 516.67 1,048.94

Prior-period items (net) (15.11) (7.15)

Net Profit 501.56 1,041.79

Future Outlook

Your Company expects sluggish economic and business environment to continue to be challenging for the next few quarters. The Company shall continue to focus on luxury premium housing, timely execution and delivery of its projects, divestment of residual non-core assets and cash conservation. The development business is expected to have a healthy launch pipeline in the coming year. The rental business is expected to sustain moderate momentum for future leasing. The Company''s emphasis will be on cash flow maximization.

Your Company expects to continue its targeted divestment of non-core assets.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 2 per equity share (100%) (previous year - Rs. 2 per equity share) for the FY''13 amounting to Rs. 355.95 crore (previous year Rs. 339.67 crore) for approval of the members.

Your Company proposes to transfer Rs. 50.16 crore to general reserve.

Changes in Capital Structure

Issue of Equity Shares under IPP. In May, 2013, the Company has issued 8,10,18,417 equity shares of face value of Rs. 2 each at an issue price of Rs. 230 per share, aggregating to Rs. 1,863.42 crore. The Issue was channelised through the Institutional Placement Programme (IPP) in terms of Chapter VIII-A of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended, in order to achieve minimum public shareholding of 25%. Post issue, the paid-up share capital of the Company was increased by Rs. 16.20 crore.

Issue of Equity Shares under ESOP. During the year under review, your Company has allotted 3,33,358 equity shares of Rs. 2 each fully paid upon exercise of stock options by the eligible employees under the Employee Stock Options Scheme, 2006 thereby increasing the paid-up share capital by Rs. 0.07 crore.

Corporate Sustainability & Business Responsibility Report

Your Company''s social sustainability initiatives encompassing skill development, education and health are targeted at the underserved sections of society and towards inclusive growth. In addition, your Company, from the design and through construction stages strives for the most environment friendly technologies.

In compliance with Circular No.CIR/CFD/ DIL/8/2012 dated 13th August, 2012, wherein SEBI has mandated top 100 companies, based on market capitalization at BSE and NSE to include Business Responsibility Report as part of the Annual Report describing the initiatives taken by the Company from social, environmental and governance perspectives. However, as a green initiative, the Company has hosted the said report on the website www.dlf.in. The said report shall be made available to any member of the Company, upon request to the Company Secretary at the Registered Office of the Company.

Credit Rating

CRISIL has revised its outlook vide letter dated 23rd May, 2013 on long-term bank facilities of Rs. 12,215 crore and debt instruments Rs. 5,000 crore to ''Stable'' from ''Negative'', while reaffirming the rating at "CRISIL A" (pronounced "CRISIL A" rating). The rating on short-term facilities of Rs. 3,515 crore and debt programme of Rs. 3,000 crore have been reaffirmed at "CRISIL A2 ".

ICRA has reaffirmed the rating of NCD programme of Rs. 4,000 crore and Rs. 12,754 crore line of credit at [ICRA] A (pronounced ICRA A) vide its letter dated 2nd April, 2013.

Fixed Deposits

The Company has not accepted/renewed any public deposits during the year under review.

Subsidiary Companies and Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with applicable accounting standards, issued by the Institute of Chartered Accountants of India, form part of the Annual Report. In terms of the Circular No.2/ 2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Board of Directors has, at its meeting held on 30th May, 2013 passed a resolution giving consent for not attaching the Balance Sheet, Statement of Profit & Loss and other documents of the subsidiary companies. The required information on subsidiary companies is given in this Annual Report. The said documents/ details shall be made available, upon request, to any member and will also be made available for inspection by any member at the registered office of the Company during working hours up to the date of the Annual General Meeting.

The Company has appointed Independent Director(s) in its material non-listed subsidiaries in compliance with the provisions of listing agreement with stock exchanges.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are given at Annexure-A hereto and form part of this Report.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors'' Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Directors'' Report and the Accounts are being sent to all the members of the Company and others entitled thereto excluding the statement of particulars of employees. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Employee Stock Option Scheme (ESOS)

Information in terms of Clause 12 of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is provided at Annexure-B.

The certificate, as required under Clause 14 of the said Guidelines, and as obtained from the Statutory Auditors with respect to the implementation of the Company''s Employee Stock Option Scheme, 2006, shall be placed at the forthcoming Annual General Meeting.

Listing at Stock Exchanges

The equity shares of your Company including fresh issue of 8,10,18,417 shares issued under IPP to achieve minimum public shareholding, are listed on NSE and BSE (the stock exchanges). The non- convertible debentures issued by your Company are also listed on the Wholesale Debt Market (WDM) segment of NSE. The listing and custody fee for the FY 2013-14 have been paid to the stock exchanges, NSDL & CDSL, respectively.

Pursuant to Clause 5A of the Listing Agreement, the Company has opened two separate suspense accounts for shares issued in dematerialised and physical form which remain unclaimed. As on 31st March, 2013, 4,970 dematerialised equity shares and 3,73,693 physical equity shares were lying unclaimed.

Management Discussion & Analysis Report

The Management Discussion and Analysis Report, as required under Clause 49 of the listing agreement with the stock exchanges, forms part of this Report.

Corporate Governance Report

The Corporate Governance Report, as stipulated under Clause 49 of the listing agreement, forms part of this Report.

The requisite certificate from the Statutory Auditors of the Company, M/s. Walker, Chandiok & Co, Chartered Accountants, confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to Corporate Governance Report.

Directors'' Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having:

a) followed, in the preparation of the Annual Accounts, the applicable accounting standards and there are no material departures;

b) 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 your Company at the end of the financial year and of the profits of your Company for the period;

c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

d) prepared the Annual Accounts on a going concern basis.

Auditors

The Auditors, M/s. Walker, Chandiok & Co, Chartered Accountants, hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956 and they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

Auditors'' Report

The observation given in point no. 6 of the Auditors'' Report on Consolidated Financial Statements read with note no. 38 of the Consolidated Financial Statements are self-explanatory and do not call for any further comments.

Cost Auditors

The Company has appointed M/s. R. J. Goel & Co., Cost Accountants in compliance with Cost Accounting Records (Electricity Industry) Rules, 2011 for its wind power generation business. The Cost Audit Report for FY 2012-13 shall be filed by the Cost Auditor in due course.

Directors

Pursuant to Section 256 of the Companies Act, 1956 read with the Clause 102 of the Articles of Association of the Company, Brig. (Retd.) N. P. Singh, Mr. B. Bhushan and Mr. K. N. Memani,

Directors, retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

Brief resume of the Directors proposed to be re- appointed and other details as stipulated under Clause 49 of the listing agreement, are provided in the Notice for convening the Annual General Meeting.

Corporate Social Responsibility

The Company has made significant investments in community welfare initiatives including the underprivileged through education, training, health, environment, capacity building and rural- centric interventions as detailed at Annexure-C. The employees of the Company also participated in many of such initiatives.

Acknowledgements

Your Directors wish to place on record their sincere appreciation to all the employees for their dedication and commitment. The hard work and unstinting efforts of the employees have enabled the Company to sustain and further consolidate its position in the industry.

Your Company continues to occupy a place of respect among stakeholders, most of all our valuable customers. Your Directors would like to express their sincere appreciation for assistance and co-operation received from the vendors and stakeholders including financial institutions, banks, Central and State Government authorities, customers and other business associates, who have extended their valuable and sustained support and encouragement during the year under review. It will be the Company''s endeavour to build and nurture these strong links with its stakeholders.

For and on behalf of the Board of Directors

(Dr. K.P. Singh)

May 30, 2013 Chairman

Mar 31, 2012

The Directors have pleasure in presenting their 47th Report on the business and operations of the Company together with the audited results for the financial year ended 31st March, 2012.

Consolidated Financial Results

(Rs. in Crores)

2011-12 2010-11

Gross Operating Profit 4,498.79 4,336.54

Less: Finance Charges 2,246.48 1,705.62

Less: Depreciation 688.83 630.72

Profit before Tax 1,563.48 2,000.20

Less: Provision for Tax 369.35 459.41

Profit before minority interest 1,178.15 1,540.79

Share of Profit/(loss) in associates (1.50) 8.83

Minority interest 33.64 (7.24)

Profit after exceptional items, tax, 1,210.29 1,542.38 minority interest and before prior period items

Prior period items (9.47) 97.23

Net Profit 1,200.82 1,639.61

Your Company recorded consolidated revenues of Rs. 10,224 Crores in FY'12 as compared to Rs. 10,144 Crores in FY'11, an increase of 1%. The gross operating profit, on consolidated basis, improved to Rs. 4,498.79 Crores from Rs. 4,336.54 Crores, an increase of 4%. The profit after tax, minority interest and prior period items was Rs. 1,200.82 Crores as compared to Rs. 1,639.61 Crores for the previous year, a decline of 27%.

Your Company's profits were adversely impacted due to higher input cost with higher constructions costs due to continuing high inflation.

Review of Operations

Your Company booked gross sales of approximately 13.5 msf of residential and commercial offices/ complexes valued at Rs. 5,278 Crores. The average realisation declined to Rs. 3,900 psf on account of plotted launches with lower unit sales value in Lucknow and Hyderabad.

The Company's launches in the residential segment comprised a well balanced product mix of premium homes and plotted development and received a very good response.

In the rental business, your Company contracted additional leasing of 1.41 msf of property during the year, taking the total leased out space to approximately 22.66 msf across commercial offices and retail malls.

Your Company unlocked Rs. 1,774 Crores during the year by divesting certain non-core assets. Your Company met all stakeholders commitments in time during the year, including those to the lending institutions despite tight liquidity conditions.

The performance of the Company on a standalone basis for the year ended 31st March, 2012 is as under:

Standalone Financial Results

(Rs. in Crores)

2011-12 2010-11

Turnover 4,582.67 4,158.76

Gross Operating Profit 3,201.33 2,971.68

Less: Finance Charges 1,553.78 1,286.70

Less: Depreciation 139.84 129.77

Profit before Tax 1,507.71 1,555.21

Less: Provision for Tax 458.77 309.05

Profit after Tax 1,048.94 1,246.16

Prior period items (7.15) 23.42

Net Profit 1,041.79 1,269.58

Future Outlook

Your Company expects the current economic and business environment to stay challenging over the next few quarters. The Company shall continue to focus on plotted development, luxury/premium housing, to improve the cash cycle, timely execution and delivery of its projects, divestment of non-core assets and cash conservation.

The development side of the business is expected to have planned launches and sales of 10-12 msf. The rental business will target leasing of 2 msf in the current fiscal.

Your Company has targeted divestment of non-core assets to the extent of Rs. 5,000 - Rs. 6,000 Crores and achieve reduction in net debt by a similar amount in the current fiscal.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 2 per equity share (100%) (previous year - Rs. 2 per equity share) for the FY'12 amounting to Rs. 339.67 Crores (previous year - Rs. 339.51 Crores) for approval of the Members.

Corporate Sustainability

Your Company's social sustainability initiatives encompassing skill development, education and health are targeted at the weaker sections of society with your Company making contributions to inclusive growth. In addition, your Company right from the design and through construction stages, strives for the most environment friendly technologies.

Credit Rating

During the year under review-

CARE had assigned a short-term rating to DLF with a symbol PR1 for an amount of Rs. 1,500 Crores. As there were no short-term instruments outstanding, the Company requested CARE to withdraw the rating vide its letter dated 11.02.2012 and the same was withdrawn by CARE vide its letter dated 31.3.2012.

ICRA has assigned long-term rating of "[ICRA]A" (pronounced ICRA A) to the Rs. 4,000 Crores NCDs programme, and Rs. 12,832 Crores Line of Credit (Rs. 11,056 Crores fund based facilities and Rs. 1,776 Crores non-fund based facilities) vide letter dated 20th and 22nd March, 2012 respectively.

CRISIL has downgraded its ratings on the debt programmes and bank facilities to 'CRISIL A/ Negative (long-term) and CRISIL A2 (short-term)' vide its letter dated 28th December, 2011 from the earlier rating of 'CRISIL A /Stable and CRISIL A1' for the Company's Rs. 5,000 Crores non-convertible debentures and Rs. 3,000 Crores Short Term Debt Programme Rs. 12,000 Crores term loans/overdraft facilities, Rs. 3,670 Crores Short Term Loan, Bank Guarantee and Letter of Credit Bank facilities.

Fixed Deposits

The Company has not accepted/renewed any public deposits during the year under review.

Subsidiary Companies and Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with applicable accounting standards issued by the Institute of Chartered Accountants of India, form part of the Annual Report. In terms of the Circular No.2/ 2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Board of Directors has, at its meeting held on 30th May, 2012 passed a resolution giving consent for not attaching the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiry companies. The required information on subsidiary companies is given in this Annual Report. The said documents/details shall be made available, upon request, to any Member of the Company and will also be made available for inspection by any Member of the Company at the registered office of the Company during working hours on business days.

The Company has appointed Independent Directors in its material non-listed subsidiaries in compliance with the provisions of Listing Agreement with stock exchanges.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/ Outgo etc.

The particulars required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are given at Annexure-A hereto and form part of this Report.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Directors' Report and the Accounts are being sent to all the Members of the Company and others entitled thereto excluding the statement of particulars of employees. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Employees Stock Option Scheme (ESOS)

During the year under review, your Company has allotted 8,13,925 equity shares of Rs. 2 each fully paid upon exercise of stock options by the eligible employees under the Employees Stock Options Scheme, 2006 thereby increasing the paid-up share capital by Rs. 16,27,850.

Information in terms of Clause 12 of the SEBI (Employees' Stock Option Scheme and Employees' Stock Purchase Scheme) Guidelines, 1999 is provided at Annexure-B.

The certificate, as required under Clause 14 of the said Guidelines, and as obtained from the Statutory Auditors with respect to the implementation of the Company's Employees Stock Option Scheme, 2006 shall be placed at the forthcoming Annual General Meeting.

Listing at Stock Exchanges

The equity shares of your Company are listed on NSE and BSE. The non-convertible debentures issued by your Company are also listed on the Wholesale Debt Market (WDM) segment of NSE. The listing and custodial fee for the financial year 2012-13 have been paid to the stock exchanges, NSDL / CDSL, respectively.

Pursuant to Clause 5A of the Listing Agreement, the Company has opened demat suspense accounts for shares issued in dematerialised and physical form, which remain unclaimed. As on 31st March, 2012, 5,330 equity shares in dematerialised form and 4,58,093 equity shares in physical form were lying unclaimed.

Management Discussion & Analysis Report

The Management Discussion and Analysis Report as required under Clause 49 of the listing agreement with the stock exchanges forms part of this Report.

Corporate Governance Report

The Corporate Governance Report, as stipulated under Clause 49 of the listing agreement with stock exchanges, forms part of this Report.

The requisite certificate from the Statutory Auditors of the Company, M/s. Walker, Chandiok & Co, Chartered Accountants, confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to Corporate Governance Report.

Directors' Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956 your Directors confirm having:

a) followed, in the preparation of the Annual Accounts, the applicable accounting standards and there are no material departures;

b) 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 your Company at the end of the financial year and of the profits of your Company for the period;

c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

d) prepared the Annual Accounts on a going concern basis.

Auditors

The Auditors, M/s. Walker, Chandiok & Co, Chartered Accountants, hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956 and they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

Auditors' Report

(i) The observation given in point no. 4 of the Auditors' Report on Standalone Financials read with Note No. 49 is self-explanatory and do not call for any further comments.

(ii) The observation given in point nos. 4 and 5 of the Auditors' Report on Consolidated Financials read with Note Nos. 38 and 39 are self-explanatory and do not call for any further comments.

Cost Auditors

The Company has appointed Cost Auditors - M/s. Vandana Bansal & Associates, Cost Accountants in compliance with Cost Accounting Records (Electricity Industry) Rules, 2011 for its Wind Power Generation division. The Cost Audit Report shall be filed by the Cost Auditors in due course for the FY 2011-12.

Directors

Pursuant to Section 256 of the Companies Act, 1956 read with the Clause 102 of the Articles of Association of the Company, Dr. D. V. Kapur and Mr. Rajiv Singh Directors retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

Mr. M. M. Sabharwal, a Director of the Company who retires by rotation at the ensuing Annual General Meeting has conveyed his desire not to offer himself for re-appointment.

Mr. K. Swarup, Group Executive Director (Legal) superannuated on 31st December, 2011 and simultaneously demitted the office of Director.

The Directors place on record their appreciation for the contribution made by Mr. Sabharwal and Mr. Swarup during their tenure as Directors of the Company.

Brief resume of the Directors proposed to be re- appointed and other details as stipulated under Clause 49 of the Listing Agreement, are provided in the Notice for convening the Annual General Meeting.

Corporate Social Responsibility

The Company has made significant investments in community welfare initiatives including to the underprivileged sections of society through education, training, health, environment, capacity building and rural-centric interventions as detailed at Annexure-C. The employees of the Company also participated in many of such initiatives.

Acknowledgements

Your Directors wish to place on record their sincere appreciation to all the employees for their dedication and commitment. The hard work and unstinting efforts of the employees have enabled the Company to sustain and further consolidate its position in the industry.

Your Company continues to occupy a place of respect among stakeholders, most of all our valuable customers. Your Directors would like to express their sincere appreciation for assistance and co-operation received from the vendors and stakeholders including financial institutions, banks, Central and State Government authorities, customers and other business associates, who have extended their valuable sustained support and encouragement during the year under review. It will be the Company's endeavour to build and nurture these strong links with its stakeholders.

For and on behalf of the Board of Directors

New Delhi (Dr. K.P. Singh)

6th August, 2012 Chairman

Mar 31, 2011

The Directors have pleasure in presenting their 46th Annual Report on the business and operations of the Company together with the audited results for the financial year ended 31st March, 2011.

Financial Results

(Rs. in Crores)

Consolidated 2010-11 2009-10

Gross Operating Profit 4,336.54 3,939.60

Less: Finance Charges 1,705.62 1,110.04

Less: Depreciation 630.72 324.93

Profit before Tax 2,000.20 2,504.63

Less: Provision for Tax 459.41 702.25

Profit before minority interest 1,540.79 1,802.38

Share of Profit/(loss) in associates 8.83 0.82

Minority interest (7.24) 10.78

Profit after Tax, minority interest 1,542.38 1,813.98 and before prior period items

Prior period items 97.23 (94.15)

Profit after Tax, minority interest 1,639.61 1,719.83 and prior period items

Your Company recorded consolidated revenues of Rs. 10,144 Crores in FY11 as compared to Rs. 7,851 Crores in FY10, an increase of 29%. Consequently, the gross operating profit, on consolidated basis, increased to Rs. 4,337 Crores from Rs. 3,939 Crores, an increase of 10%. The profit after tax, minority interest and prior period items declined to Rs. 1,640 Crores as compared to Rs. 1,720 Crores for the previous year, a decrease of 5%.

Your Companys profits were impacted due to input price inflation reflected in the increase in cost of construction materials and labour. The increase in finance costs, consequent to a significant rise in interest rates, also impacted profitability. During the fiscal year 2010-11, the Indian economy started on a confident note with high growth which however tapered off towards the closing of the year. A significant challenge to the growth performance of the Indian economy was rising food inflation, which spilled over to affect the rest of the economy and to push up raw material costs in the industrial economy. In the challenging environment, your Company continued its focus on consolidation, stable growth and risk management.

Review of Operations

Your Company booked gross sales of approximately 10 m.s.f. of residential and commercial offices/ complexes valued at approximately Rs. 6,658 Crores. The average realisation improved to Rs. 6,517 p.s.f., an increase of 14% over the last fiscal.

The year under review was marked by delays in project approvals, resulting in a slowdown in volume growth. In view of the high inflationary economy, your Company also consciously moderated its volumes in low margin products in order to protect its overall profitability margins.

In the rental business, your Company contracted additional leasing of 4 m.s.f. of property during the year, taking the total leased-out space to approximately 24 m.s.f. across commercial offices and retail malls.

Your Company unlocked about Rs. 1,270 Crores during the year by divesting certain non-core assets and businesses.

Despite tight liquidity conditions during the second- half of last fiscal, your Company met all its stakeholder commitments in time during the year, including its commitments towards lending institutions.

The performance of the Company on a stand-alone basis for the year ended 31st March, 2011 is as under:

(Rs. in Crores)

Standalone 2010-11 2009-10

Turnover 4,158.76 3,220.43

Gross Operating Profit 2,971.68 1,916.38

Less: Finance Charges 1,286.70 847.24

Less: Depreciation 129.77 126.05

Profit before Tax 1,555.21 943.09

Less: Provision for Tax 309.05 175.71

Profit after Tax 1,246.16 767.38

Earlier Year Items

Prior-period expenses (23.42) 2.32 (net)

Net Profit 1,269.58 765.06

Balance as per last 2,763.92 2,676.24

Balance Sheet

Balance available for 4,033.50 3,441.30 appropriation

Appropriations

Transfer to Debenture 746.00 250.01

Redemption Reserve

Transfer to General 126.96 76.51

Reserve

Dividend on Equity Shares

Dividend 339.51* 339.48

Tax on Dividend -- 11.38

Excess/short provision of 0.02 -- previous year

Surplus carried to Balance 2,821.01 2,763.92 Sheet

4,033.50 3,441.30

* Proposed

Future Outlook

Your Company would continue to focus on enhancing growth in both the development and the rental businessess, while targeting to reduce its overall debt by unlocking value in non-core assets, cost- optimisation, process improvements and efficient management of working capital.

On the development business, your Company shall continue with its strategy of moderating its volumes in projects which have high construction costs and moderate margins. The focus in the current year would be largely on high margin projects comprising of plotted developments and luxury homes with planned launches of 10-12 m.s.f.

In commercial leasing, your Company would focus on increasing average rentals and leasing of semi- finished and ready-to-occupy properties, with a target to achieve leasing volumes of 2.5-3 m.s.f.

In retail leasing, the Company has started construction of its mall at Noida in full swing. As the government policy gets liberalised to allow foreign direct investment into the retail sector, your Company expects traction in retail leasing going forward.

The focus on execution in FY11 shall continue and result in substantial deliveries in the coming years. This will lower the outstanding construction commitments of your Company and help mitigate execution risks.

The overall divestment target for non-core assets for your Company has now been increased to Rs. 10,000 Crores, implying that between Rs. 6,000 Ã Rs. 7,000 Crores would be realised through divestments over the next 2-3 years. The cash flow from divestment would be utilised primarily for debt reduction.

Besides this, your Company would utilise strengthened operational cash flows to reduce its debt levels while moderating its investments in land aggregation and capex.

Dividend

Your Directors are pleased to recommend for approval of the Members a Dividend of Rs. 2 per Equity Share (100%) of Rs. 2 each for the FY11 amounting to Rs. 339.51 Crores (Rs. 339.51 Crores towards Dividend and Rs. NIL Crores as Dividend Distribution Tax).

Corporate Sustainability

Your Companys aspirations of sustaining and enhancing its long term growth plans are well balanced by its conscious commitments to society and in its principles of conducting business in a fully compliant manner. Your Company partakes in letter and spirit its intention of being a responsible corporate citizen and is committed to contribute positively in all activities pertaining to environmental protection, energy conservation and societal commitments while at the same time continuing to protect and enhance all stakeholders interests.

Credit Rating

During the year under review-

CARE renewed the rating of PR1+, which is the highest short term rating, for the Companys short term debt programme aggregating Rs. 1,500 Crores.

CRISIL, a unit of Standard & Poors continued "A+" rating with stable outlook to the Companys Rs. 9,290 Crores term loans /overdraft facilities, Rs. 5,000 Crores non-convertible debentures programme & "P1" to the Companys Rs. 1,599 Crores short term loan, bank guarantee and letter of credit & Rs. 3,000 Crores short term debt programme. Subsequently on 19th May, 2011, CRISIL has renewed and enhanced the assigned "A+" rating with stable outlook to the Companys Rs. 12,560 Crores term loans/overdraft facilities (earlier Rs. 9,290 Crores), Rs. 5,000 Crores non-convertible debentures programme and "P1" to the Companys Rs. 3,170 Crores short term loan, bank guarantee and letter of credit (earlier Rs. 1,599 Crores), Rs. 3,000 Crores short term debt programme.

Fixed Deposits

The Company has not accepted/renewed any public deposits during the year under review.

Subsidiary Companies and Consolidated Financial Statements

The consolidated financial statements of the Company and its subsidiaries, prepared in accordance with Accounting Standards AS-21, 23 and 27, issued by the Institute of Chartered Accountants of India, form part of the Annual Report. In terms of the Circular no.2/ 2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit & Loss Account and other documents of the subsidiary companies are not required to be attached with the Balance Sheet of the Company. The said documents/details shall be made available upon request to any member of the Company and will also be made available for inspection by any member of the Company at the registered office of the Company during working hours up to the date of Annual General Meeting.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outgo etc.

The particulars required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are given at Annexure-A annexed hereto and form part of this Report.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors Report. However, as per the provisions of Section 219(1) (b)(iv) of the said Act, the Directors Report and the Financial Statements are being sent to all the members of the Company and others entitled thereto excluding the statement of particulars of employees.

Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Employees Stock Option Scheme (ESOS)

During the year under review, your Company has allotted 1,80,904 equity shares of Rs. 2 each fully paid upon exercise of stock options by the eligible employees under the Employees Stock Option Scheme, 2007 thereby increasing the paid-up share capital by Rs. 3,61,808.

Information in terms of Clause 12 of the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 is at Annexure-B.

The certificate required under Clause 14 of the said Guidelines and as obtained from the Statutory Auditors with respect to the implementation of the Companys Employees Stock Option Scheme, 2006, shall be placed at the forthcoming Annual General Meeting.

Debentures

During the year under review, the Company has issued 3 series of Non-Convertible Debentures of face value of Rs. 10 Lacs each on private placement basis aggregating to Rs. 500 Crores, as per details below:

i) 1,500, 10.24% fully-paid Secured Redeemable Non-Convertible Debentures (RNCDs) of face value of Rs. 10 Lacs each, aggregating to Rs. 150 Crores with semi-annual interest payment, redeemable after 30 months from the date of allotment;

ii) 1,500, 10.24% fully-paid Secured Redeemable Non-Convertible Debentures (RNCDs) of face value of Rs. 10 Lacs each, aggregating to Rs. 150 Crores with semi-annual interest payment, redeemable after 33 months from the date of allotment; and

iii) 2,000, 10.24% fully-paid Secured Redeemable Non-Convertible Debentures (RNCDs) of face value of Rs. 10 Lacs each, aggregating to Rs. 200 Crores with semi-annual interest payment, redeemable after 36 months from the date of allotment.

Listing at Stock Exchanges

The equity shares of your Company are listed on NSE and BSE forming part of S&P CNX Nifty and BSE-30 indices. The Non-Convertible Debentures issued by your Company are also listed on the Wholesale Debt Market (WDM) segment of National Stock Exchange. The listing and custody fees for the year 2011-12 have been paid to the Stock Exchanges, NSDL/ CDSL, respectively.

Pursuant to Clause 5A of the Listing Agreement, the Company has opened two separate suspense accounts for shares issued in dematerialised and physical form which remain unclaimed. As on 31st March, 2011, 5,330 dematerialised equity shares and 5,70,280 physical equity shares were lying unclaimed.

Management Discussion & Analysis Report

The Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of this Report.

Corporate Governance Report

The Corporate Governance Report as stipulated under Clause 49 of the Listing Agreement, forms part of this Report.

The requisite certificate from the Statutory Auditors of the Company, M/s. Walker, Chandiok & Co, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to Corporate Governance Report.

Directors Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having:

a) followed, in the preparation of the Annual Accounts, the applicable accounting standards with proper explanation relating to material departures, if any;

b) 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 your Company at the end of the financial year and of the profits of your Company for the period;

c) taken proper and sufficient care for the maintenance of adequate accounting records

in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

d) prepared the Annual Accounts on a going concern basis.

Auditors

The Auditors, M/s. Walker, Chandiok & Co, Chartered Accountants, hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

Auditors Report

(i) The observation given in point no. 4 of the Auditors Report on Standalone Financial Statements read with note no. 29 of Schedule 25 to the Standalone Financial Statements, are self-explanatory and do not call for any further comments.

(ii) The obervation(s) in point no.(s) 4 and 5 of the Auditors Report on Consolidated Financial Statements read with Note no.(s) 16 and 17 respectively, of the Schedule 24, are self- explanatory and do not call for any further comments.

Directors

Pursuant to Section 256 of the Companies Act, 1956 read with the Clause 102 of the Articles of Association of your Company, Ms. Pia Singh, Mr. G. S. Talwar and Mr. K. N. Memani Directors retire by rotation at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment.

Mr. Ravinder Narain, a Director of the Company who retires by rotation at the ensuing Annual General Meeting has conveyed his desire not to offer himself for re-appointment. The Directors place on record their appreciation of the contribution made by Mr. Ravinder Narain during his tenure as a Director of the Company.

Brief resume of the Directors proposed to be re- appointed and other details as stipulated under Clause 49 of the Listing Agreement, are provided in the Notice for convening the Annual General Meeting.

Corporate Social Responsibility

The Company has made significant investments in community welfare initiatives including the underprivileged through education, training, health, environment, capacity building and rural-centric interventions as detailed at Annexure-C. The Employees of the Company also participated in many such initiatives.

Acknowledgements

Your Directors wish to place on record their sincere appreciation of all the employees for their dedication and commitment. The hard work and unstinting efforts of the employees have enabled the Company to sustain and further consolidate its position in the industry.

Your Company continues to occupy a place of respect among stakeholders, most of all our valuable customers. Your Directors would like to express their sincere appreciation for assistance and co-operation received from the vendors and stakeholders including financial institutions, banks, Central and State Government authorities, customers and other business associates, who have extended their valuable sustained support and encouragement during the year under review. It will be the Companys endeavour to build and nurture these strong links with its stakeholders.

for and on behalf of the Board of Directors

(Dr. K.P. Singh)

June 23, 2011 Chairman

Mar 31, 2010

The Directors have pleasure in presenting their 45th Annual Report on the business and operations of the Company together with the audited results for the financial year ended 31st March, 2010.

Financial Results

(Rs. in Crores) Consolidated 2009-10 2008-09

Gross Operating Profit 3,939.60 5,985.98

Less: Finance Charges 1,110.04 554.84

Less: Depreciation 324.93 238.96

Profit before Tax 2,504.63 5,192.18

Less: Provision for Tax 702.25 675.36

Profit before minority interest 1,802.38 4516.83

Share of Profit/(loss) in associates 0.82 (21.10)

Minority interest 10.78 (27.54)

Profit after Tax and minority interest 1,813.98 4,468.19

Your Company recorded consolidated revenues of Rs. 7,851 Crores in FY10 as compared to Rs. 10,431 Crores in FY09, a decrease of 24.73%. Consequently, the gross operating profit, on consolidated basis, reduced from Rs. 5,986 Crores to Rs. 3,940 Crores, a decrease of 34.19%. The net profit after tax and minority interest declined to Rs. 1,814 Crores as compared to Rs. 4,468 Crores for the previous year, a decrease of 59.41%.

The global economic meltdown resulted in very thin demand for commercial spaces including SEZ for sale and lease. This impacted the Companys operations and led to a decline in sales and leasing in this category and consequently the profitability. The FY10 sales of Rs. 7,851 Crores, were thus largely from residential real estate developments. In residential sales, there was an increase of about 20% in FY10 as compared to that in FY09. However, the EBIDTA margin for the year is at a healthy 50%, compared to 57% in the preceding year. The Companys profit was also adversely impeded due to increase in fi nance charges from Rs. 554.84 Crores in FY09 to Rs. 1,110.04 Crores in FY10.

Your Company continued its focus on consolidation, stable growth and risk management. Further, your Company would continue to target reducing its overall debt by unlocking cash in non-core assets, cost-optimisation, process improvements and effi cient management of working capital while focusing on various segments of real estate development and growth in rental business.

Review of Operations

The global fi nancial crisis and the resultant credit crunch in 2008-09 led to subdued demand for real estate products across all categories. The trend continued in the fi rst half of FY10. However, during the second half, the industry showed signs of reversing the downward spiral as the countrys economy continued to show signs of recovery. This led to revival of demand in the residential developments, whereas the commercial developments for sale and leasing did not show any signifi cant signs of improvement.

Your Company, in order to weather the tremors of slowdown, repositioned its product mix and changed its business strategies as per the changing macro environment. Your Company focused on execution of ongoing projects and chose to exit from non-core areas. To ensure sharper focus on execution with greater emphasis on robust systems, processes and risk management, your Company was reorganised around two distinct elements Ã Development Business and Rental Business. The Development Business was segmented into three business units with specifi c geographies with responsibilities for all developments in their respective geographic areas. The Rental Business comprising of rental streams from Offi ces, Malls, Facilities Management and Utilities ensures sharp focus on the rental income, thereby enhancing stable cash fl ows.

During the year under review, the Companys Board, based on the recommendation of its Special Committee, approved the integration of Caraf Builders & Constructions Private Limited (Caraf) (the holding Company of inter-alia, DLF Assets Private Limited Ã DAL), DLF Info City Developers (Chandigarh) Limited and DLF Info City Developers (Kolkata) Limited with DLF Cyber City Developers Limited (DCCDL), a 100% subsidiary of DLF.

Your Company unlocked about Rs. 1,800 Crores by exiting from very long gestation projects and non-core assets. In view of better returns, your Company dropped its plans to exit from the wind-power business. Your Company met all its stakeholders commitments in time during the year, including its commitments towards lending institutions without any restructuring of debt. Your Company was also able to signifi cantly bring down the average cost of debt from 11.9% in December, 2008 to 10.5% in March, 2010 and repaid Rs. 5,600 Crores of debt during the year on or ahead of schedule.

During the year under review, despite turbulent economic conditions, your Company launched approximately 8.0 m.s.f. in Delhi and Gurgaon and 5.2 m.s.f. in the rest of India. The customers demonstrated their faith in your Company as the projects received overwhelming response.

A subsidiary of your Company, in a consortium with IL&FS, bagged a contract for construction of a metro rapid transport system in Cyber City, Gurgaon from Government of Haryana. The project is fi rst of its kind in the country.

Your Company believes that there is great potential in the Indian real estate sector and that with economic stability, the demand for residential as well as commercial segment would further strengthen. Therefore, to cater the burgeoning demand for quality real estate, your Company will focus on timely execution of projects, without compromising on quality and compliances. To further strengthen its execution machinery during the year, your Companys subsidiary bought out Laing ORourkes stake in the construction joint venture DLF Laing ORourke (India) Limited and increased it to 100%, retaining all the expertise, human resources and construction equipments.

Recognising your Companys vision, expertise and contribution to the real estate sector, Euromoney magazine at Euromoneys Fifth Annual Real Estate Awards, awarded the Best Global Developer Award for 2009 to your Company alongwith the awards for Best Developer in Asia and Best Developer in India.

The performance of the Company on stand-alone basis for the year ended on 31st March, 2010 is as under:

(Rs. in Crores)

Stand Alone 2009-10 2008-09

Turnover 3,220.43 3,839.04

Gross Operating Profit 1,916.38 2,734.80

Less: Finance Charges 847.24 809.86

Less: Depreciation 126.05 114.08

Profit before Tax 943.09 1,810.86

Less: Provision for Tax 175.71 261.00

Profit after Tax 767.38 1,549.86

Earlier Year Items Income Tax (4.06) --

Prior-period expenses (net) 6.38 2.09

Net Profit 765.06 1,547.77

Balance as per last Balance Sheet 2,676.24 1,734.96

Balance available for appropriation 3,441.30 3,282.73

Appropriations

Transfer to Debenture 250.01 113.17 Redemption Reserve

Transfer to General Reserve 76.51 154.78

Dividend on Equity Shares

Dividend 339.48* 339.44

Tax on Dividend 11.38 28.91

Excess provision of previous -- (29.81) year written back

Surplus carried to Balance Sheet 2,763.92 2,676.24

3,441.30 3,282.73

* Proposed

Future Outlook

The Indian economy has shown strong resilience and robustness during the global fi nancial crisis. Given its large domestic consumption base, there exists a demonstrated ability for future growth .This economic growth will have a cascading positive impact on the demand for real estate products in the residential and commercial segments.

Your Company, is therefore, focused on selling existing inventory along with selective launching of new projects across all categories of real estate development. However, there will be a specifi c focus on strengthening margins across all projects.

Having built a strong asset base of rental assets, your Company will continue to focus on growing the rental business of the Company to capture the growth in leasing demand to generate stable cash fl ows.

Dividend

Your Directors are pleased to recommend for approval of the Members a Dividend of Rs. 2 per Equity Share (100%) of Rs. 2 each for the FY10 amounting to Rs. 350.86 Crores (Rs. 339.48 Crores towards Dividend and Rs. 11.38 Crores as Dividend tax).

Corporate Sustainability

Your Companys aspiration of continued leadership in the real estate industry is embedded in its culture, offerings and services, whilst upholding its principles of doing business safely and in a fully compliant manner. Your Company being a responsible corporate citizen believes in sustainable business practices in all spheres of its activities and is committed to contribute to environmental protection, energy conservation and social initiatives while continuing to meet the aspirations of all stakeholders.

Credit Rating

During the year under review:

- CARE assigned a rating of PR1+, which is the highest short term rating, for Companys short term debt programme aggregating Rs. 15 bn.

- ICRA Limited, an associate of Moodys Investors Services, upgraded the rating from A2+ to A1 for Rs. 30 bn. short term debt programme of the Company.

- CRISIL, a unit of Standard & Poors, upgraded the rating from A+ with negative outlook to A+ with stable outlook to the Companys Rs. 92.90 bn. term loans, overdraft facilities and Rs. 50 bn. non-convertible debenture programme and reaffi rmed its P1 rating to the Companys Rs. 15.99 bn. short term loan, bank guarantee, letter of credit and Rs. 30 bn. short term debt programme.

Fixed Deposits

The Company has not accepted/renewed any public deposits during the year under review.

Subsidiary Companies and Consolidated Financial Statements

The consolidated fi nancial statements of the Company and its subsidiaries, prepared in accordance with Accounting Standards AS-21, 23 and 27, issued by the Institute of Chartered Accountants of India, form part of the Annual

Report. The Company has made an application to the Central Government seeking exemption under Section 212(8) of the Companies Act, 1956 from attaching the Balance Sheet, Profit & Loss Account and other documents of the subsidiaries to the Balance Sheet of the Company. The documents/ details will be made available upon request to any Member of the Company and are also available for inspection by any Member of the Company/ its subsidiaries at the Registered Offi ce of the Company/its subsidiaries and at the Corporate Offi ce of the Company during working hours up to the date of Annual General Meeting.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outgo etc.

The particulars required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are given at Annexure-A annexed hereto and form part of this Report.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of the employees are set out in the annexure to the Directors Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Directors Report and the Accounts are being sent to all the Members of the Company and others entitled thereto excluding the statement of particulars of employees. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Offi ce of the Company.

Employees Stock Option Scheme(ESOS)

During the year under review, your Company allotted 2,40,457 equity shares upon exercise of stock options by the eligible employees under the Employees Stock Options Scheme, 2007.

Information in terms of Clause 12 of the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 is at Annexure-B annexed hereto and forms part of this Report.

The certifi cate, as required under Clause 14 of the said Guidelines, obtained from the Statutory Auditors with respect to implementation of the Companys Employees Stock Option Scheme, 2006, shall be placed at the Annual General Meeting.

Debentures

During the year under review, the Company has issued 2 series of Non-convertible Debentures (NCDs) of a face value of Rs. 10 Lacs each on private placement basis aggregating to Rs. 1,000 Crores, as per details below:

i) 7,000 10.50% Fully-paid Secured Redeemable Non-convertible Debentures (NCDs) of face value of Rs. 10 Lacs each, aggregating to Rs. 700 Crores with semi-annual interest payment, redeemable after 3 years from the date of allotment; and

ii) 3,000 10% Fully-paid Secured Redeemable Non-convertible Debentures (RNCDs) of face value of Rs. 10 Lacs each, aggregating to Rs. 300 Crores with semi-annual interest payment, redeemable after 2 years from the date of allotment.

Listing at Stock Exchanges

The equity shares of your Company continue to be listed on BSE & NSE and form part of S&P CNX Nifty and BSE-30 indices. The Non-convertible Debentures issued by your Company are also listed on the Wholesale Debt Market (WDM) segment of National Stock Exchange. The listing and custody fees for the year 2010-11 have been paid to the Stock Exchanges and NSDL/CDSL, respectively.

Pursuant to Clause 5A of the Listing Agreement, the Company has opened a suspense account and has placed unclaimed equity shares allotted in 2007 IPO. As on 31st March, 2010, 6,410 equity shares were lying unclaimed by the rightful owners.

Management Discussion & Analysis Report

The Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of this Report.

Corporate Governance Report

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Report.

The requisite certifi cate from the Statutory Auditors of the Company, M/s. Walker, Chandiok & Co, Chartered Accountants, confi rming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to the Corporate Governance Report.

Directors Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confi rm having:

a) followed in the preparation of the Annual Accounts, the applicable accounting standards with proper explanation relating to material departures, if any;

b) 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 your Company at the end of the fi nancial year and of the profits of your Company for the period;

c) taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

d) prepared the Annual Accounts on a going concern basis.

Auditors

The Auditors, M/s. Walker, Chandiok & Co, Chartered Accountants, hold offi ce until the conclusion of the forthcoming Annual General Meeting and offer themselves for re-appointment. Certifi cate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

Auditors Report

There is no qualifi cation or adverse remarks on the stand-alone fi nancials of the Company. Further, the observations given in Point No. 4 of the Auditors Report on consolidated fi nancials read with Note No. 16 of Schedule 24 to the consolidated fi nancials, are self-explanatory and do not call for any further comments.

Directors

Pursuant to Section 256 of the Companies Act, 1956 read with the Clause 102 of the Articles of Association of your Company, Mr. Rajiv Singh, Brig. (Retd.) N.P. Singh and Mr. B. Bhushan, Directors retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

Brief resume of the Directors proposed to be re- appointed, nature of their experience and other details as stipulated under Clause 49 of the Listing Agreement, are provided in the Notice for convening the Annual General Meeting.

Corporate Social Responsibility

The Company has made signifi cant contributions in community welfare initiatives including to underprivileged through education, training, health, environment, capacity building and rural-centric interventions as detailed at Annexure-C. The Employees of the Company have also participated in many of such initiatives.

Awards and Accreditations

Your Directors are pleased to report that your Chairman Dr. K. P. Singh has been conferred with Padma Bhushan, one of highest civilian awards of the country, in recognition and appreciation of his outstanding leadership role in spearheading Indias real estate development including creation of world-class infrastructure.

Your Company has excelled in various dimensions of Corporate achievements, recognized through peer and public evaluation. The details of awards and recognitions to your Company are as under:

- Your Company has won the Dun & Bradstreet award for Corporate Excellence. Dun & Bradstreet (D&B), is the worlds leading provider of global business information, knowledge and insight. The Dun & Bradstreet Ã Rolta Corporate Awards 2009 recognised and felicitated corporate Indias leading companies from various sectors.

- Your Company has been conferred the Best Global Developer Award for 2009 by Euromoney magazine at Euromoneys Fifth Annual Real Estate Awards Ã the most prestigious awards in global real estate. DLF also won the awards for Best Developer in Asia and Best Developer in India for 2009.

- The DLF Golf & Country Club retained its top position as THE BEST course in the country for the third year running at the Asian Golf Monthly Awards, which were held along with the Asia Pacifi c Golf summit, 2009 in Kuala Lumpur, Malaysia. Asian Golf Monthly Awards are widely regarded as Asias golf course Oscars and the premier poll of golfi ng facilities across the Asia-Pacifi c region.

- Your Company has been awarded the Golden Peacock Award for CSR, 2010 in recognition of its contributions in the fi eld of Corporate Social Responsibility. The award recognises the path breaking initiatives undertaken by DLF in substantially improving the lives of underprivileged communities in its areas of presence. It is also a recognition of the high standards of ethics and integrity upheld by the DLF group in all its business practices.

Acknowledgements

Your Directors wish to place on record their sincere appreciation to the employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry.

Your Company continues to occupy a place of respect among stakeholders, most of all our valuable customers. Your Directors would like to express their sincere appreciation for assistance and co-operation received from the vendors and stakeholders including fi nancial institutions, banks, Central and State Government authorities, customers and other business associates, who have extended their valuable sustained support and encouragement during the year under review. It will be the Companys endeavour to build and nurture the strong links with its stakeholders.

for and on behalf of the Board of Directors

New Delhi (Dr. K.P. Singh)

July 28, 2010 Chairman

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