Directors Report of Keystone Realtors Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 30^th Annual Report on the business and the operations together with the
Audited Financial Statements (Standalone and Consolidated) of Keystone Realtors Limited ("the Company" or "your
Company" or “KRL") for the Financial Year (FY) ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS OF THE COMPANY

a. Financial Summary on Standalone basis for FY 2025:

The key highlights of the Standalone financial results for the year ended March 31, 2025 and the corresponding figures
for the last year are as under:

Standalone Results	FY24-25	FY23-24
Revenue from Operations	55,063	1,01,045
Other Income	20,512	13,868
Total Income	75,575	1,14,913
Total Expenses	62,707	1,00,404
EBITDA*	18,437	18,366
Profit before tax	12,868	14,522
Profit after tax	9,345	11,150
PBT %#	17%	13%
EBITDA %	24%	16%

*EBITDA include Other income.

#On Total Income.

Note: The numbers of the previous year have been regrouped wherever necessary.

Review of Standalone Financial of the Company:

During the year under review, the Company achieved total revenue from operations of '' 55,063 lakhs, with other income
amounting to '' 20,512 lakhs. Total expenditure stood at '' 62,707 lakhs. The Company reported EBITDA of '' 18,437 lakhs
and profit after tax of '' 9,345 lakhs.

b. Financial Summary on Consolidated basis for FY 2025:

The key highlights of the Consolidated financial results for the year ended March 31, 2025, and the corresponding figures
for the last year are as under:

Consolidated Results	FY24-25	FY23-24
Revenue from Operations	2,00,410	2,22,225
Other Income	11,734	5,338
Total Income	2,12,144	2,27,563
Total Expenses	1,85,353	2,16,010
EBITDA*	33,263	16,292
Profit before share of profit of associates and joint venture and tax	26,791	11,553

Consolidated Results	FY24-25	FY23-24
Share of Profit of associates and joint venture accounted for using the equity method (net of taxes)	(1,093)	2,893
Profit before tax	25,698	14,446
Profit after tax	19,906	8,210
Share of Profit/(Loss) from JVs/Associates	(1,093)	2,893
PAT after Share of Profits	18,813	11,103
PAT after Non-controlling Interest	17,196	11,221
PBT %	12%	6%
PAT after Non-controlling Interest %	8%	5%
EBITDA %	16%	7%

*EBITDA include Other income.

Note: The numbers of the previous year have been regrouped wherever necessary.

9. UTILIZATION OF QIP PROCEEDS

The Company had appointed CARE Ratings Limited as
the Monitoring agency in accordance with Regulation
41(1) of Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirements) Regulations,
2018 (hereinafter referred as “SEBI ICDR Regulations”) to

monitor the utilization of QIP proceeds and Company has
obtained quarterly monitoring reports from the Monitoring
agency and has filed the same with both stock exchanges,
where equity shares of the Company are listed. The
proceeds realized by the Company from the QIP had been
utilized as per the objects of the Offer as disclosed in the
Placement Document.

The Company has received an amount of '' 78,272 Lakhs (net of share issue expenses of '' 1,728 Lakhs) from proceeds
out of fresh issue of equity shares. The utilisation of net QIP proceeds is summarised as below:

10. CHANGES IN SHARE CAPITAL

a. Authorised Share Capital:

During theyear under review, theAuthorised Share Capital of
the Company is '' 4,28,43,00,000/- (Rupees Four Hundred
and Twenty Eight Crores Forty Three Lakhs Only) divided
into 42,80,10,000 (Forty Two Crores Eighty Lakhs Ten
Thousand) Equity Shares of '' 10/- (Rupees Ten only) each
amounting to '' 4,28,01,00,000/- (Rupees Four Hundred
and Twenty Eight Crores One Lakh Only) and 4,20,000
(Four Lakhs Twenty Thousand) Preference Shares of
'' 10/- (Rupees Ten only) amounting to '' 42,00,000/-
(Rupees Forty-Two Lakhs Only).

b. Paid-up Share Capital:

During the year under review, pursuant to QIP the Company
allotted 121,21,212 Equity Shares of '' 10/- each per share.

The Paid-up Share Capital of the Company was increased
from '' 1,13,88,81,980/- consisting of 11,38,88,198 Equity
Shares of '' 10/- each per share to '' 126,00,94,100/-
consisting of 12,60,09,410 Equity Shares of '' 10/- each
per share.

Detail as per Regulation 3.1 of Secretarial Standard

- 4 issued by Institute of Company Secretaries of

India:

(i) date of issue and allotment: May 27, 2024

(ii) method of allotment (QIP, FPO, ADRs, GDRs, rights
issue, bonus issue, preferential issue, private
placement, conversion of securities, etc.): QIP

(iii) issue price: '' 660/-

(iv) conversion price: Not Applicable

(v) number of shares allotted or to be allotted in case the
right or option is exercised by all the holders of such
securities: Not Applicable

(vi) number of shares or securities allotted to the
promoter group (including shares represented by
depository receipts): NIL

Sr. No.	Item Head	Amount Received	Amount utilized upto March 31, 2025	Amount un-utilized as on March 31, 2025
1	Part funding the costs for acquisition of land, consideration and other costs for entering into joint development agreements or joint venture agreements, costs of redevelopment of properties and obtaining the government and statutory approvals for the developments.	49,000	49,000	Nil
2	Repayment/prepayment, in part or full of certain of Company''s borrowings and/or certain borrowings availed by Company''s Subsidiaries	11,000	11,000	Nil
3	General corporate purposes	18,272	12,014	6,258*

#The amount '' 8,127 Lakhs (unutilized amount of '' 6,258 Lakhs from QIP proceeds and interest earned on deposits '' 1,869 Lakhs) is lying in current
account.

(vii) in case, shares or securities are issued for
consideration other than cash, a confirmation that
price was determined on the basis of a valuation
report of a registered valuer: Not Applicable

Pursuant to stock options allotment of 16,913 Equity
Shares of '' 10/- each per share the Paid-up Share Capital
of the Company was increased from '' 126,00,94,100/-
consisting of 12,60,09,410 Equity Shares of '' 10/- each
per share to '' 126,02,63,230/- consisting of 12,60,26,323
Equity Shares of '' 10/- each per share

c. Corporate Actions:

During the year under review:

i. The Company has neither issued any Sweat Equity
Shares nor issued Equity Shares with differential
rights as to dividend, voting or otherwise.

ii. The Company has not bought back any of its
securities.

iii. No Bonus Shares were issued.

iv. Employee Stock Option Schemes:

During the year, the options granted/vested are
provided in Annexure ''A'' of this Report.

v. Under QIP the Company had allotted 121,21,212
Equity Shares of '' 10 each per share at a premium of
'' 650 per share.

11. EMPLOYEE STOCK OPTION SCHEME

The Company has an Employee Stock Options scheme,
namely the “Rustomjee Employee Stock Option Plan 2022”
(“ESOP 2022”/“Plan”) (as Amended in 2024) (herein after
referred as “ESOP”/“ESOP Scheme”). The Nomination and
Remuneration Committee administers and monitors the
ESOP Scheme. The ESOP Scheme is in compliance with the
SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (“SBEB Regulations”). The Company has
received a certificate from Practicing Company Secretary,
certifying that the scheme is implemented in accordance
with the SBEB Regulations and the resolutions passed
by the Members. Details of ESOP granted and vested
are provided in the notes to the Standalone Financial
Statements. Disclosures as required under the SBEB
Regulations, with respect to the Company''s ESOP Scheme,
as on March 31, 2025 are available on the Company''s
website at https://www.rustomiee.com/about-us/

financial-statements/?year=2024-2025 and is annexed as
Annexure ‘A'' which forms part of this Directors'' Report.

12. CREDIT RATING

As on the date of this report, ICRA Limited (ICRA) vide it''s letter dated May 7, 2025 has intimated that the Rating Committee
of ICRA found the outlook of the Company on long term is Stable and therefore they upgraded long term rating to
ICRA A (pronounced ICRA A(Stable)) from ICRA A (pronounced ICRA A(Positive)) for '' 1,000 Crores bank facilities of the
Company.

Instrument	Current Rated Amount ('' Crores)	Rating Action
Long Term-Fund Based-Term Loan	669.99	[ICRA]A (Stable); Upgraded from [ICRA]A(Positive); outlook revised to Stable from Positive
Long Term-Fund Based-Overdraft	4.10	[ICRA]A (Stable); Upgraded from [ICRA]A(Positive); outlook revised to Stable from Positive
Long Term-Unallocated	325.91	[ICRA]A (Stable); Upgraded from [ICRA]A(Positive); outlook revised to Stable from Positive
Issuer rating	0.00	[ICRA]A (Stable); upgraded from [ICRA]A (Positive) and outlook revised to Stable from Positive
Total	1,000.00

13. DEPOSIT

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest
on deposits from the public was outstanding as on the date of the Balance Sheet.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board of Directors

The Board of Directors of your Company is duly constituted and comprises of 6 Directors, of which 3 (three) are Non¬
Executive Independent Directors which includes one woman Director and 3 (three) are Executive Directors. The details
are as follows:

Sr. No.	Name	Designation
1	Mr. Boman Irani	Chairman & Managing Director
2	Mr. Chandresh Mehta	Executive Director
3	Mr. Percy Chowdhry	Executive Director
4	Mr. Ramesh Tainwala	Non-Executive Independent Director
5	Mr. Rahul Divan	Non-Executive Independent Director
6	Ms. Seema Mohapatra	Non-Executive Independent Director

During the year under review, there was no change in the Board composition.

The attendance and other disclosures of the Board meetings are given in the Corporate Governance section annexed to
this Report as Annexure ‘B''.

Independent Directors

All Independent Directors have furnished declarations that they meet the criteria of Independence as laid down under
Section 149 of the Act. The Independent Directors have complied with the Code for Independent Directors prescribed in
Schedule IV to the Act. Separate meetings of the Independent Directors'' were held on February 20, 2025, and March 20,
2025, wherein they reviewed the performance of the Board, the Non-Independent Directors and the Chairman. Except
Ms. Seema Mohapatra who could not attended the meeting held on March 20, 2025, all Independent Directors attended
the Meetings.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Company has following Key Managerial Personnel(s):

1. Mr. Boman Irani, Chairman & Managing Director

2. Mr. Chandresh Mehta, Executive Director

3. Mr. Percy Chowdhry, Executive Director

4. Mr. Sajal Gupta, Chief Financial Officer

5. Mr. Bimal K Nanda, Company Secretary and Compliance Officer
During the year under review, there was no change in the KMPs.

Retirement by Rotation

In accordance with the provisions of Section 152(6) of the Act read with provisions contained in the Articles of Association
of the Company, Mr. Chandresh Mehta will retire by rotation at the ensuing Annual General Meeting of the Company and,
being eligible, offer himself for reappointment. The Board has recommended his reappointment.

Review of Consolidated Financial of the Company:

On a consolidated basis, revenue from operations was
'' 2,00,410 lakhs, supplemented by other income of
'' 11,734 lakhs. Total expenditure for the year totalled
'' 1,85,353 lakhs. The Company delivered consolidated
EBITDA of '' 33,263 lakhs and recorded profit after tax after
non-controlling interest of '' 17,196 lakhs.

2. IND AS APPLICABILITY

The Audited Standalone and Consolidated Financial
Statements of the Company for the year ended March 31,
2025 have been prepared in accordance with requirements
of the Companies (Indian Accounting Standards) Rules,
2015 as notified under Section 133 of the Companies
Act, 2013 ("Act") read with relevant Rules and other
accounting principles.

3. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company
are prepared in accordance with relevant Accounting
Standards and based on the financial statements received
from Subsidiaries, Joint Ventures and Associate Companies
as approved by their respective Board of Directors.

Pursuant to Section 129(3) of the Act read with Rule 5
of the Companies (Accounts) Rules, 2014, a statement
containing salient features of the Financial Statements of
Subsidiaries, Joint Ventures and Associate Companies are
given in Form AOC-1 which forms an integral part of this
Report.

Pursuant to the provisions of Section 136 of the Act, the
Consolidated Financial Statements along with other
relevant documents are available on the website of the

Company at https://www.rustomiee.com/about-us/
financial-statements/.

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

There was no material change from the end of the financial
year till the date of this Report.

5. CHANGE IN THE NATURE OF BUSINESS, IF
ANY

There was no change in the nature of the business carried
out by the Company.

6. DIVIDEND

Your Directors have recommended a final dividend of
'' 1.50 (15%) per Equity Share of '' 10 each for FY 2024¬
25. The dividend is subject to approval of Shareholders
at the ensuing Annual General Meeting (“AGM”) and shall
be subject to deduction of tax at source. The dividend,
if approved by the Shareholders, would involve a cash
outflow of '' 1890.39 Lakhs.

7. AMOUNT PROPOSED TO BE TRANSFERRED
TO RESERVES & SURPLUS

During the year under review, no amount from profit was
transferred to the General Reserve.

8. COMPLETION OF QUALIFIED
INSTITUTIONAL PLACEMENT (QIP)

During the year ended March 31, 2025, the Company has
successfully completed its QIP and raised '' 80,000 Lakhs
by issuing 12,121,212 equity shares of face value of '' 10
each at a premium of '' 650 per share.

15. COMMITTEES OF THE BOARD

The Board has constituted all the statutory committees as required under the Act and rules made thereunder and
as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (herein after referred as
"SEBI LODR Regulations"/"SEBI LODRV''Listing Regulations"). The Committees meet at regular intervals to transact
their respective businesses as per the terms of reference prescribed by the Board. The various Committees and their
composition are as follows:

a. Audit Committee

In terms of Section 177 of the Act, the Company has constituted an Audit Committee. The Audit Committee comprises of
the following members:

Name	Committee Designation	Board Designation
Mr. Rahul Divan	Chairman	Non-Executive Independent Director
Mr. Ramesh Tainwala	Member	Non-Executive Independent Director
Ms. Seema Mohapatra	Member	Non-Executive Independent Director
Mr. Boman Irani	Member	Chairman & Managing Director

Majority of the Members of the Committee are Independent Directors and possess strong accounting and financial
management knowledge.

The attendance and terms of reference of the Audit committee is covered under the Corporate Governance section
annexed to this Report as Annexure ‘B''.

b. Nomination & Remuneration Committee

In terms of Section 178 of the Act, the Company has constituted a Nomination & Remuneration Committee (“NRC"). The
NRC comprises of the following members:

Name	Committee Designation	Board Designation
Mr. Ramesh Tainwala	Chairman	Non-Executive Independent Director
Mr. Rahul Divan	Member	Non-Executive Independent Director
Ms. Seema Mohapatra	Member	Non-Executive Independent Director

As per requirement of SEBI LODR, all the Members of the Committee are Non-Executive Directors.

The attendance and terms of reference of the NRC is covered under the Corporate Governance section annexed to this
Report as Annexure ‘B''.

c. Stakeholders’ Relationship Committee

In terms of Section 178 of the Act, the Company has constituted a Stakeholders'' Relationship Committee (“SRC"). The
SRC comprises of the following members:

Name	Committee Designation	Board Designation
Mr. Ramesh Tainwala	Chairman	Non-Executive Independent Director
Mr. Chandresh Mehta	Member	Executive Director
Mr. Percy Chowdhry	Member	Executive Director

The attendance and terms of reference of the SRC is covered under the Corporate Governance section annexed to this
Report as Annexure ‘B’.

d. Corporate Social Responsibility Committee

In terms of Section 135 of the Act, the Company has constituted a Corporate Social Responsibility Committee
(”CSR Committee”). The CSR Committee comprises of the followina members:

Name	Committee Designation	Board Designation
Ms. Seema Mohapatra	Chairperson	Non-Executive Independent Director
Mr. Boman Irani	Member	Chairman & Managing Director
Mr. Chandresh Mehta	Member	Executive Director
Mr. Percy Chowdhry	Member	Executive Director

The attendance and terms of reference of the CSR committee is covered under the Corporate Governance section
annexed to this Report as Annexure ‘B''.

e. Risk Management Committee

In terms of SEBI LODR, the Company has constituted Risk Management Committee (“RMC"). The RMC comprises of the
following members:

Name	Committee Designation	Board Designation
Mr. Boman Irani	Chairman	Chairman and Managing Director
Mr. Chandresh Mehta	Member	Executive Director
Mr. Percy Chowdhry	Member	Executive Director
Mr. Ramesh Tainwala	Member	Non-Executive Independent Director

The attendance and terms of reference of the RMC is covered under the Corporate Governance section annexed to this
Report as Annexure ‘B''.

16. MEETINGS OF THE BOARD

In accordance with the provisions of the Act and rules
made thereunder, the Board of Directors met 4 times
during the financial year ended March 31, 2025. The
meeting dates and attendance details are covered under
the Corporate Governance section annexed to this Report
as Annexure ‘B''.

17. POLICY ON DIRECTORS’ APPOINTMENT
AND REMUNERATION

The Company has constituted the Nomination and
Remuneration Committee (“NRC") which has been
mandated by the Board to adhere/implement the
policy for determining qualifications, positive attributes
and independence of Directors (including Independent
Directors). The NRC keep reviewing and assessing
the Board composition on behalf of the Board and
recommends to the Board, the appointment of new
directors based on their qualification, positive attributes
and independence whenever required.

In reviewing Board composition, the NRC considers
the benefits of all aspects of diversity including, but not
limited to, those described above, in order to enable it to
discharge its duties and responsibilities effectively.

NRC also recommends to the Board on the remuneration
to be payable to the Directors.

Nomination and Remuneration Policy is available on the
Company''s website at https://www.rustomjee.com/
about-us/codes-and-policies/.

18. SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES

As on March 31, 2025 the Company had 55 Subsidiary
Companies (including 3 LLPs), 2 Associate Companies and
5 Joint Venture Companies ("JVs"). The list of Subsidiary
Company(ies)/Limited Liability Partnership firms (“LLPs”)/
Associate Company(ies)/Joint Venture Companies is
given under point no. VII of Corporate Governance Report
as Annexure ‘B’ of this report. These Subsidiaries/LLPs/
Associates/Joint Ventures are mainly engaged in the Real
Estate business.

The annual accounts of these subsidiary/LLPs/associate/
joint venture companies were consolidated with the
accounts of the Company for the financial year 2024-25.
The statement containing salient features of the financial
statement of subsidiaries/LLPs/associates/joint ventures
in Form AOC-1 form part of this Report. Pursuant to the
provisions of Section 136 of the Act, the consolidated
financial statements along with other relevant documents
are available on the website of the Company at https://
www.rustomiee.com/about-us/financial-statements/.

During the year under review, the following subsidiary
Companies/JVs were incorporated by the Company:

Name of Subsidiaries/JVs	Date of Incorporation
Keyshelter Realtors Private Limited	28.04.2024
Keybestow Realtors Private Limited	01.05.2024
Keyearth Realtors Private Limited	06.05.2024
Keyedge Realtors Private Limited	06.05.2024
Keyelite Realtors Private Limited	10.05.2024
Keypalm Realtors Private Limited	26.05.2024
Keyaqua Realtors Private Limited	05.06.2024
Rostia Realtors Private Limited	11.06.2024
Keyolivia Realtors Private Limited	12.06.2024
Keyfionna Realtors Private Limited	10.01.2025
Ronstone Realtors Private Limited	10.01.2025
Keyestella Realtors Private Limited	14.01.2025
Keyevita Realtors Private Limited	14.01.2025
Keymarrisa Realtors Private Limited	14.01.2025
Keymontana Realtors Private Limited	17.01.2025

During the year under review, the following subsidiaries
have ceased due to amalgamation:

1. Kingmaker Developers Private Limited

2. Key Fortune Relators Private Limited

19. MATERIAL SUBSIDIARIES

For FY 2024-25, as per Listing Regulations, the Company
has two material subsidiaries namely Rustomjee Realty
Private Limited and Real Gem Buildtech Private Limited.
The Company has in place the policy for determining
material subsidiaries (as amended) which is in line with the
Listing Regulations as amended from time to time. The
Policy is available on the Company''s website at https://
www.rustomiee.com/about-us/codes-and-policies/.

20. ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014,
read with Section 134(3)(a) of the Act, the Annual Return in
Form MGT-7 as on March 31, 2025 will be made available
on the Company''s website at ht.t.ps://www.rust.omjee.
com/about-us/financial-statements/.

21. CORPORATE SOCIAL RESPONSIBILITY
(CSR) INITIATIVES

The annual report on CSR activities of the Company, as
required under Section 134(3)(o) read with Section 135 of
the Act and the Companies (Corporate Social Responsibility
Policy) Rules, 2014 ("CSR Rules"), is provided as

Annexure ‘C'' to this Report. CSR Policy is available on
the Company''s website at https://www.rustomiee.com/
about-us/codes-and-policies/.

22. STATUTORY AUDITORS OF THE COMPANY

Pursuant to the provisions of Section 139 of the Act,
M/s. Price Waterhouse Chartered Accountants LLP, having
registration no 012754N/N500016, were appointed as
Statutory Auditor of the Company for a period of 5 years
until the conclusion of Annual General Meeting to be held
in the year 2026. The Statutory Audit Report for the F.Y.
2024-25 does not contain any qualification, reservation
or adverse remark. The Statutory Auditors'' Reports on
Standalone and Consolidated Financial Statements for
the year ended March 31, 2025, are enclosed with the
Financial Statements.

No instance of fraud was reported by the Statutory Auditor
during the year under review.

23. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act
read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Board of Directors had appointed DM & Associates
Company Secretaries LLP, Practicing Company Secretary,
to undertake the Secretarial Audit of the Company for the
Financial Year 2024-25. The Secretarial Audit Report for
the Financial Year 2024-25 in prescribed Form MR-3 is
annexed to this Report as Annexure ‘D''.

The Board has recommended the appointment of DM &
Associates Company Secretaries LLP, Practicing Company
Secretaries (Firm Registration Number L2017MH003500),
a peer reviewed firm as Secretarial Auditor of the Company
for a term of five consecutive years commencing from
FY 2025-26 till FY 2029-30, subject to approval of the
Members.

The MR-3 of material subsidiaries are attached as
Annexure D-I and D-II.

24. COST AUDITOR

Pursuant to the provisions of Section 148(3) of the Act,
M/s. Joshi Apte & Associates, Cost Accountants, Mumbai
was appointed as the Cost Auditor of the Company to
conduct the cost audit for the Financial Year 2024-25 and
to hold the office till the conclusion of the ensuing Annual
General Meeting. The Board on the recommendation of
the Audit Committee has approved the appointment of
M/s. Joshi Apte & Associates, Practicing Cost Accountant,
as Cost Auditor, for F.Y. 2025-26. The resolution for
approval of remuneration payable to the Cost Auditor
for F.Y. 2025-26 forms part of the accompanying Annual
General Meeting Notice.

The Cost Audit Report for the Financial Year 2024-25 does
not contain any observations, qualifications and adverse
remarks.

25. INTERNAL AUDITOR

The Company had appointed M/s. KPMG Assurance and
Consulting Services LLP, as an Internal Auditor of the
Company for the financial year 2024-25.

26. DISCLOSURE OF INTERNAL FINANCIAL
CONTROLS

The Internal Financial Controls with reference to
financial statements as designed and implemented by
the Company are adequate. The Company maintains
adequate system of internal control, including monitoring
procedures, to ensure that all assets are safeguarded
against loss from unauthorized use or disposition.
Company policies, guidelines and procedures provide for
adequate checks and balances, and are meant to ensure
that all transactions are authorized, recorded and reported
correctly. During the year under review, M/s. KPMG
Assurance and Consulting Services LLP, the Internal
Auditor of the Company had conducted the IFC Audit
and had not found any material or serious observation for
inefficiency or inadequacy of such controls.

27. RISK MANAGEMENT POLICY

The Company''s risk management policy captures the
major potential business risks pertaining to the industry in
which Company is operating and which has relevance on
the Company. The Company has appointed Mr. Ritesh Tilve
as Chief Risk Officer of the Company. The Company has also
in place its mitigation plans for these potential business
risks. M/s. KPMG Assurance and Consulting Services LLP,
Internal Auditor of the Company, on regular basis, checks
and evaluates the effectiveness of the mitigation plans
of the Company to mitigate potential business risks. The
risks and its mitigation plan are elaborated in the MD & A

section of the Report. Risk Management Policy is available
on the Company''s website at https://www.rustomiee.
com/about-us/codes-and-policies/.

28. PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS UNDER SECTION 186

The details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Act are given in
the Notes to the Standalone Financial Statements.

29. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

Pursuant to the provisions of Section 188 of the Act, all the
Related Party Transactions (“RPTs”), which Company has
entered with related parties during the financial year, were
in the ordinary course of business and at arm''s length basis.
The Audit Committee has given an omnibus approval for
the RPTs. All the RPTs were within the approved limit. All
the RPTs were placed before the Audit Committee and the
Board of Directors, specifying the nature, value and terms
& conditions of the transactions. The transactions with
related parties are conducted in a transparent manner
with the interest of the Company and Stakeholders as
utmost priority. The policy on related party transactions is
available on the website of the Company at https/www.
rustomiee.com/about-us/codes-and-policies/.

Disclosure as required pursuant to para-A of Schedule V
of the Listing regulations forms part of Standalone Audited
Financial Statements for FY 2025. All the RPTs entered by
the Company were in ordinary course of business and
on arm''s length basis. There were no material contracts
or arrangements with RPTs, hence Form AOC- 2 is not
applicable to the Company.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

Conservation of enerav

(i)	The steps taken or impact on conservation of energy
(ii)	The steps taken by the company for utilizing alternate sources of energy	Please refer BRSR report
(iii)	The capital investment on energy conservation equipment''s

Technology absorption

(i)	The effort made towards technology absorption
(ii)	The benefits derived like product improvement cost reduction product development or import substitution	To achieve Green Building certification by IGBC, the Company, has made efforts to adopt all
(iii)	In case of imported technology (important during the last three years reckoned from the beginning of the financial year)
	(a) The details of technology imported	relevant technologies for energy efficiency, water management, solid waste
	(b) The year of import;
	(c) whether the technology been fully absorbed	management and provision of sustainable spaces to our residents.
	(d) if "not fully absorbed, areas where absorption has not taken place, and the reasons thereof"
(iv)	The expenditure incurred on Research and Development

Foreign exchange earning and outgo

During the year, the total foreign exchange outgo/spend was as follow:

Currency	Amount in FC	Amount in ''
SGD	332,216	21,448,469
USD	225,836	19,306,411
Grand Total		40,754,880

*FC - Foreign Currency

The total foreign exchange earned was Nil.

31. TRANSFER OF AMOUNTS OF UNCLAIMED
DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

Company does not have any funds lying unpaid or
unclaimed for a period of seven years. Therefore, there
were no funds which were required to be transferred to
Investor Education and Protection Fund (IEPF).

32. DETAILS OF REMUNERATION OF THE
EMPLOYEES AS PER THE RULE 5(1) AND
5(2) OF THE COMPANIES (APPOINTMENT
AND REMUNERATION OF MANAGERIAL
PERSONNEL), AMENDMENT RULES, 2016
Disclosures relating to remuneration of Directors under
Section 197(12) of the Act read with Rule 5(1) of Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed as Annexure ‘E'' of this Report.

Particulars of employee remuneration, as required under
Section 197(12) of the Act and read with Rule 5(2) and Rule
5(3) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 forms an integral part
of this Report. In terms of the provisions of the first proviso
to Section 136(1) of the Act, the Report is being sent to the
Shareholders, excluding the aforementioned information.

The information will be available for inspection at the
registered office of the Company on all working days
between 11:00 a.m. (1ST) to 01:00 p.m. (1ST) upto the date
of AGM and a copy of the same will also be available
electronically for inspection by the Members during the
AGM. Any Member interested in obtaining such information
may write to the Company Secretary at the registered
office of the Company.

33. DISCLOSURE IN RESPECT OF STATUS OF
APPLICATION OR PROCEEDING PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY
CODE

During the year under review, no application was made, or
any proceedings were pending under the Insolvency and
Bankruptcy Code, 2016.

34. DISCLOSURE RELATING TO DIFFERENCE
BETWEEN AMOUNT OF THE VALUATION
DONE AT THE TIME OF ONE TIME SETTLEMENT
AND VALUATION DONE WHILE TAKING LOAN
FROM BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF
During the year under review, the Company has not made
any one-time settlement and not carried out any valuation,
therefore reporting is not required.

35. A STATEMENT BY THE COMPANY WITH
RESPECT TO THE COMPLIANCE OF THE
PROVISIONS RELATING TO THE MATERNITY
BENEFIT ACT, 1961

The Company is in compliance w.r.t. provisions relating to
the Maternity Benefit Act, 1961.

36. DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

In accordance with the requirements of the Sexual
Harassment ofwomen atworkplace (Prevention, Prohibition
& Redressal) Act, 2013 the Company has in place a policy
for prevention of sexual harassment. The Company''s
Internal Complaints Committee is responsible to redress
complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees)
are covered under this policy. The Internal Complaints
Committee also addresses the complaints received by
its subsidiaries/associates and joint venture companies.
During the year under review, Company had not received
any complaint. POSH Policy is available on the Company''s
website at https://www.rustomiee.com/about-us/codes-
and-policies/.

Summary of complaints are as follows:

(a) Number of complaints of sexual harassment received
in the year: NIL

(b) Number of complaints disposed off during the year:
NIL

(c) Number of cases pending for more than ninety days:
NIL

37. CORPORATE GOVERNANCE

Pursuant to the requirements of Regulation 34 of the Listing
Regulations, a detailed report on Corporate Governance
forms an integral part of this Report. A certificate from
DM & Associates Company Secretaries LLP, Practicing
Company Secretary, confirming compliance of conditions
of Corporate Governance as stipulated is covered under
Corporate Governance section annexed to this Report as
Annexure ''B''.

38. MANAGEMENT DISCUSSION AND
ANALYSIS

The Management Discussion and Analysis Report on the
operations of the Company, as required under the Listing
Regulations is provided in a separate section and forms an
integral part of this Report.

39. PERFORMANCE EVALUATION

Pursuant to the provisions of the SEBI LODR and Act, the
Board of Directors has carried out the annual performance
evaluation of:

(i) Board of Directors

(ii) Its Committees,

(iii) Individual Director,

(iv) Chairman of the Board

(v) Independent Directors.

The evaluation was done based on set questionnaires
which were given to them at the time of evaluation.

40. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

In compliance with Regulation 34 of SEBI LODR, the
Business Responsibility and Sustainability Report forms
an integral part of this Report.

41. VIGIL MECHANISM/WHISTLE BLOWER
POLICY

In compliance to Section 177(9) of the Act, Company has
put in place the Vigil Mechanism/Whistle Blower Policy.
Company has put in place a process where direct access
is made available to the whistle blower to approach the
Chairman of the Audit Committee to raise any grievances
or to report fraud in a transparent manner in line with
the Vigil/Whistle Blower policy. The Company had not
refrained anyone to approach the Chairman of the Audit
Committee to raise its complaint. During the period under
review, Company has not received any complaint under
Vigil Mechanism/Whistle Blower Policy. Vigil Mechanism
Policy is available on the Company''s website at https://
www.rustomiee.com/about-us/codes-and-policies/.

42. CODE OF CONDUCT

The Directors and senior management personnel have
complied with the Code of Conduct of the Company and
the declaration for the same as confirmed by the Chairman
and Managing Director of the Company is annexed with
Corporate Governance Report. The Code of Conduct
Policy is available on the Company''s website at https://
www.rustomiee.com/about-us/codesand-policies/.

43. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India. Directors confirm compliance of the same during
the year under review.

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

No significant or material order has been passed by any
regulator, court or tribunal against the Company which
would impact the going concern status of the Company
or will have bearing on Company''s operations in future.

45. DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement referred to in
clause (c) of sub-section (3) of Section 134 of the Act read
with Section 134(5) of the Act and as per Schedule II Part
C (A)(4)(a) of the Listing Regulations, the Board states the
following:

(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 had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company and of the profit and loss of the Company
for the year under review;

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

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

(v) The Directors have laid down internal finance
controls to be followed by the Company and such
internal finance controls are adequate and operating
effectively; and

(vi) The Directors have devised systems to ensure
compliance with the provisions of all applicable laws
and the same is in place, adequate and operating
effectively.

46. DISCLAIMER

Any statements in this Report and Management
Discussion and Analysis Report providing additional
information about the Company''s plans may be “forward
looking statements” within the meaning of applicable
securities laws and regulations. Actual performance may
differ materially from those expressed or implied.

47. ACKNOWLEDGEMENTS

The Directors take this opportunity to sincerely thanks
the Company''s valued Customers, Clients, Suppliers,
Investors, Bankers and Shareholders for their consistent
support/encouragement to the Company and look
forward to continue fruitful association with all the
business partners of the Company. The Directors also
place on record their deep sense of appreciation for the
committed services by all the employees of the Company.

For and on behalf of the Board of Directors
Sd/-

Boman Irani

Chairman & Managing Director
DIN: 00057453
Date: August 05, 2025
Place: Mumbai

---

Mar 31, 2024

Your Directors have pleasure in presenting the 29^th Annual Report on the business and the operations together with the Audited Financial Statements (Standalone and Consolidated) of Keystone Realtors Limited ("the Company" or "your Company" or “KRL") for the Financial Year (FY) ended March 31, 2024.

1. OPERATIONAL AND FINANCIAL HIGHLIGHTS OF THE COMPANY

Operational Performance of the Company on consolidated basis for the FY 2024:

Particulars	'' in Lakhs/area in Sq. Ft
Area Sold	1.20 mn sq ft
Pre-sales Value	22.66 billion
Total Collections	22.03 billion
Area Completed	8.25 mn sq ft
Total Revenue	22,756 mn
EBITDA	1,629 mn

b. Financial Summary on standalone basis for FY 2024:

The key highlights of the Standalone financial results for the year ended March 31, 2024 and the corresponding figures for the last year are as under:

('' in lakhs)

Standalone Results	FY23-24	FY22-23
Revenue from Operations	1,01,045	32,806
Other Income	13,868	8,283
Total Income	1,14,913	41,089
Total Expenses	1,00,391	26,492
EBITDA*	18,366	15,976
Profit before tax	14,522	14,597
Profit after tax	11,163	10,923
PBT %#	13%	36%
EBITDA %	16%	39%

*EBITDA include Other income #On Total Income

Review of StandaLone Financial of the Company:

The performance of your Company for FY 2023-24 on standalone basis is as under:

1. During the year under review, the Company''s total revenue from operations stands '' 1,01,045 Lakhs and other income is '' 13,868 Lakhs.

2. During the year under review, the Company''s total expenditure was '' 1,00,391 Lakhs.

3. During the year under review, the Company has recorded EBITDA of '' 18,366 Lakhs.

4. During the year under review, the Company has recorded profit after tax of '' 11,163 Lakhs.

c. Financial Summary on Consolidated basis for FY 2024:

The key highlights of the Consolidated financial results for the year ended March 31, 2024 and the corresponding figures:

U I VO I

Review of Consolidated Financial of the Company:

The performance of your Company for FY 2023-24 on consolidated basis is as under:

1. During the year under review, the Company''s

consolidated total revenue from operations stands '' 2,22,225 Lakhs and other income is '' 5,338 Lakhs.

2. During the year under review, the Company''s

consolidated total expenditure was '' 2,16,010 Lakhs.

3. During the year under review, the Company has recorded EBITDA of '' 16,292 Lakhs.

4. During the year under review, the Company has recorded consolidated Profit after Tax and after Noncontrolling Interest of '' 11,221 Lakhs.

d. Ind AS applicability:

The audited standalone and consolidated financial statements of the Company for the year ended March 31, 2024 have been prepared in accordance with requirements of the Companies (Indian Accounting Standards) Rules, 2015 as notified under Section 133 of

the Companies Act, 2013 read with relevant Rules and other accounting principles.

e. Consolidated Financial Statements:

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting Standards and based on the financial statements received from subsidiaries, as approved by their respective Board of Directors.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries, Joint Venture and Associate Companies are given in Form AOC-1 which forms an integral part of this Report.

Pursuant to the provisions of Section 136 of the Act, the consolidated financial statements along with other relevant documents are available on the website of the Company at https://www.rustomiee.com/about-us/

financial-statements/

Consolidated Results	FY23-24	FY22-23
Revenue from Operations	2,22,225	68,566
Other Income	5,338	3,924
Total Income	2,27,563	72,490
Total Expenses	2,16,010	62,242
EBITDA*	16,292	14,308
Profit before share of profit of associates and joint venture and tax	11,553	10,248
Share of Profit of associates and joint venture accounted for using the equity method (net of taxes)	2,893	524
Profit before tax	14,446	10,772
Profit after tax	8,210	7,426
Share of Profit/(Loss) from JVs/Associates	2,893	524
PAT after Share of Profits	11,103	7,950
PAT after Non-controlling Interest	11,221	8,195
PBT %	6%	15%
PAT after Non-controlling Interest %	5%	11%
EBITDA %	7%	20%

*EBITDA include Other income

The Company has received an amount of '' 52,446 Lakhs (net of share issue expenses of '' 3,554 Lakhs) from proceeds out of fresh issue of equity shares. The utilisation of Net IPO Proceeds is summarised as below:

('' in Lakhs)

Sr. No.	Item Head	Amount Received	Amount utilized upto March 31, 2024	Amount un-utilized as on March 31, 2024
1	Repayment/prepayment, in full or part, of certain borrowings availed by the Company along with its subsidiaries*	'' 34,160	'' 34,160	Nil
2	Funding acquisition of future real estate projects and general corporate purposes	'' 18,286	'' 19,185#	Nil

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

There was no material change from the end of the financial year till the date of this report.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of the business carried out by the Company.

4. DIVIDEND

To strengthen the financial position of the Company and to evaluate suitable business expansion/inorganic growth opportunities, your Board does not recommend any dividend for the F.Y. 2023-24.

5. AMOUNT PROPOSED TO BE TRANSFERRED TO RESERVES & SURPLUS

During the year under review, no amount from profit was transferred to the General Reserve.

6. UTILIZATION OF IPO PROCEEDS

The Company had appointed CARE Rating Limited as the Monitoring agency in accordance with Regulation 41(1) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (hereinafter referred as “SEBI ICDR Regulations”) to monitor the utilization of IPO proceeds and Company has obtained quarterly monitoring reports from the Monitoring agency and has filed the same with both stock exchanges, where equity shares of the Company are listed. The proceeds realized by the Company from the IPO has utilized as per the objects of the Offer as disclosed in the Prospectus.

Additional funding over and above the net proceeds was done through interest earned on fixed deposits of '' 663 Lakhs and surplus of issue related expense of '' 236 Lakhs.

7. CHANGES IN SHARES CAPITAL

a. Authorised Share Capital:

During the year under review, the Authorized Share Capital of the Company increased from '' 2,35,72,00,000/-(Rupees Two Hundred Thirty Five Crores Seventy Two Lakhs Only) divided into 23,53,00,000 (Twenty Three Crores Fifty Three Lakhs) Equity Shares of '' 10/- (Rupees Ten only) each amounting to '' 2,35,30,00,000/- (Rupees Two Hundred Thirty Five Crores Thirty Lakhs Only) and 4,20,000 (Four Lakhs Twenty Thousand) Preference Shares of '' 10/- (Rupees Ten only) amounting to '' 42,00,000/-(Rupees Forty Two Lakhs Only) to '' 4,28,42,00,000 (Rupees Four Hundred and Twenty Eight Crores Forty Two Lakhs Only) divided into 42,80,00,000 (Forty Two Crores Eighty Lakhs) Equity Shares of '' 10/- (Rupees Ten only) each amounting to '' 4,28,00,00,000/- (Rupees Four Hundred and Twenty Eight Crores Only) and 4,20,000 (Four Lakhs

Twenty Thousand) Preference Shares of '' 10/- (Rupees Ten only) amounting to '' 42,00,000/- (Rupees Forty Two Lakhs Only).

The increase in the Authorised Equity Share Capital was on account of Amalgamation of Toccata Realtors Private Limited (TRPL) group company with the Company.

b. Paid-up Share Capital:

Shares allotted pursuant to exercise of Stock Options:

During the year under review, pursuant to allotment of Stock Options, the Paid-up Share Capital of the Company was increased from '' 1,13,87,74,230/- consisting of 11,38,77,423 Equity Shares of '' 10/- each per share to '' 1,13,88,81,980/- consisting of 11,38,88,198 Equity Shares of '' 10/- each per share.

c. Corporate Actions:

Your Directors states that during the year under review:

i. The Company has neither issued any Sweat Equity Shares nor issued Equity Shares with differential rights as to dividend, voting or otherwise.

ii. The Company has not bought back any of its securities according to provision of Section 67(3)(c) of the Companies Act, 2013.

iii. No Bonus Shares were issued.

iv. Employee Stock Option Schemes:

The Company has adopted the ‘Rustomjee Employee Stock Option Plan 2022'' (“ESOP 2022"/“Plan"). ESOP granted and vested are available in note 44 of the Standalone Financial Statements. Disclosure as required under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is annexed at Annexure ‘A'' which forms part of this Directors'' Report. The total number of options granted and outstanding as on March 31, 2024 are 14,25,525 stock options. The Nomination and Remuneration Committee administers and monitors the Company''s ESOP schemes.

8. CREDIT RATING

The details of credit ratings obtained from ICRA are as under:

Instrument*	Previous Rated Amount ('' Crores)	Current Rated Amount ('' Crores)	Rating Action
Long-term - Fund-based - Term loans	500.00	1,000.00	[ICRA] A- (Positive); reaffirmed; outlook revised to Positive from Stable and assigned for enhanced amount
Issuer rating	0.00	0.00	[ICRA] A- (Positive); reaffirmed; outlook revised to Positive from Stable
Total	500.00	1,000.00

9. DEPOSIT

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the Balance Sheet.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors

The Board of Directors of your Company is duly constituted and comprises of 6 Directors, of which 3 (three) are Non-Executive Independent Directors which includes one woman Director and 3 (three) are Executive Directors. The details are as follows:

Sr. No.	Name	Designation
1	Mr. Boman Irani	Chairman & Managing Director
2	Mr. Chandresh Mehta	Executive Director
3	Mr. Percy Chowdhry	Executive Director
4	Mr. Ramesh Tainwala	Non-Executive Independent Director
5	Mr. Rahul Divan	Non-Executive Independent Director
6	Ms. Seema Mohapatra	Non-Executive Independent Director

During the year under review, there is no change in the Board composition.

The attendance and other disclosures of the Board meetings are given in the Corporate Governance section annexed to this Report as Annexure ‘B''.

Independent Directors:

AH Independent Directors have furnished declarations that they meet the criteria of Independence as laid down under Section 149 of the Act. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. A separate meeting of the Independent Directors'' was held on March 20, 2024, wherein they reviewed the performance of the Board, the Non-Independent Directors and the Chairman. All Independent Directors attended the said Meeting.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Company has following employees as Key Managerial Personnel:

1. Mr. Boman Irani, Chairman & Managing Director

2. Mr. Chandresh Mehta, Executive Director

3. Mr. Percy Chowdhry, Executive Director

4. Mr. Sajal Gupta, Chief Financial Officer

5. Mr. Bimal K Nanda, Company Secretary and Compliance Officer Retirement by Rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with provisions contained in the Articles of Association of the Company, Mr. Percy Chowdhry will retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offer himself for reappointment. The Board has recommended his reappointment.

Committees of the Board

The Board has constituted all the statutory committees as required under the Companies Act, 2013 and rules made thereunder and as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committees meet at regular intervals to transact their respective businesses as per the terms of reference prescribed by the Board. The various Committees and its composition are as follows:

a. Audit Committee

In terms of Section 177 of the Companies Act, 2013, the Company has constituted an Audit Committee. The Audit Committee comprises of the following members:

Name	Committee Designation	Board Designation
Mr. Rahul Divan	Chairman	Non-Executive Independent Director
Mr. Ramesh Tainwala	Member	Non-Executive Independent Director
Mr. Boman Irani	Member	Chairman & Managing Director

Majority of the Members of the Committee are Independent Directors and possess strong accounting and financial management knowledge.

The attendance and terms of reference of the Audit committee is covered under the Corporate Governance section annexed to this Report as Annexure ‘B''.

b. Nomination & Remuneration Committee

In terms of Section 178 of the Companies Act, 2013, the Company has constituted a Nomination & Remuneration Committee (“NRC"). The NRC comprises of the following members:

Name	Committee Designation	Board Designation
Mr. Ramesh Tainwala	Chairman	Non-Executive Independent Director
Mr. Rahul Divan	Member	Non-Executive Independent Director
Ms. Seema Mohapatra	Member	Non-Executive Independent Director

As per requirement of SEBI LODR, all the Members of the Committee are Non-Executive Directors.

The attendance and terms of reference of the NRC is covered under the Corporate Governance section annexed to this Report as Annexure ‘B''.

c. Stakeholders'' Relationship Committee

In terms of Section 178 of the Companies Act, 2013, the Company has constituted a Stakeholders'' Relationship Committee (“SRC"). The SRC comprises of the following members:

Name	Committee Designation	Board Designation
Mr. Ramesh Tainwala	Chairman	Non-Executive Independent Director
Mr. Chandresh Mehta	Member	Executive Director
Mr. Percy Chowdhry	Member	Executive Director

The attendance and terms of reference of the SRC is covered under the Corporate Governance section annexed to this Report as Annexure ‘B''.

d. Corporate Social Responsibility Committee

In terms of Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee (“CSR"). The CSR comprises of the following members:

Name	Committee Designation	Board Designation
Ms. Seema Mohapatra	Chairperson	Non-Executive Independent Director
Mr. Boman Irani	Member	Chairman & Managing Director
Mr. Chandresh Mehta	Member	Executive Director
Mr. Percy Chowdhry	Member	Executive Director

The attendance and terms of reference of the CSR committee is covered under the Corporate Governance section annexed to this Report as Annexure ‘B''.

e. Risk Management Committee

The Company has constituted Risk Management Committee (“RMC"). The Committee comprises of the following members:

Name Committee Designation Board Designation

Mr. Boman Irani Chairman Chairman and Managing Director

Mr. Chandresh Mehta Member Executive Director

Mr. Percy Chowdhry Member Executive Director

Mr. Ramesh Tainwala Member Non-Executive Independent Director

The attendance and terms of reference of the Committee is covered under the Corporate Governance section annexed to this Report as Annexure ‘B''.

11. MEETINGS OF THE BOARD

In accordance with the provisions of the Companies Act, 2013 and rules made thereunder, the Board of Directors met 5 times during the financial year ended March 31, 2024. The meeting dates and attendance details are covered under the Corporate Governance section annexed to this Report as Annexure ‘B''.

12. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company has constituted the Nomination and Remuneration Committee (“NRC") which has been mandated by the Board to adhere/implement the policy for determining qualifications, positive attributes and independence of Directors (including Independent Directors). The NRC keep reviewing and assessing the Board composition on behalf of the Board and recommends to the Board, the appointment of new directors based on their qualification, positive attributes and independence whenever required.

In reviewing Board composition, the NRC considers the benefits of all aspects of diversity including, but not limited to, those described above, in order to enable it to discharge its duties and responsibilities effectively.

NRC also recommends to the Board on the remuneration to be payable to the Directors.

NRC Policy is available on the Company''s website at https://www.rustomiee.com/about-us/codes-and-policies/.

13. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

As on March 31, 2024 the Company had 43

Subsidiary Companies (including 3 LLPs), 2 Associate Companies and 4 Joint Ventures. The list of Subsidiary Company(ies)/Limited Liability Partnership firms/ Associate Company(ies)/Joint venture(s) is given under point no. VII of Corporate Governance Report as Annexure ‘B'' of this report. These Subsidiaries/Associate/ Joint Ventures companies are mainly engaged in the Real Estate business.

The annual accounts of these subsidiary/associate/ joint venture companies were consolidated with the accounts of the Company for the financial year 2023-24. The statement containing salient features of the financial statement of subsidiaries/associates/joint venture in Form AOC-1 are form part of this Report. Pursuant to the provisions of Section 136 of the Act, the consolidated financial statements along with other relevant documents are available on the website of the Company at https://www.rustomiee.com/about-us/ financial-statements/.

14. MATERIAL SUBSIDIARIES

For FY2023-24, as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”), the Company has two material subsidiaries namely Rustomjee Realty Private Limited and Keystone Infrastructure Private Limited. The Company has in place the policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time. The Policy is available on the Company''s website and can be accessed at https://www.rustomiee.com/about-us/codes-and-policies/.

15. ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 as on March 31, 2024 will be made available on the Company''s website at https://www.rustomiee. com/about-us/financial-statements/

16. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The annual report on CSR activities of the Company, as required under Section 134(3)(o) read with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules"), is provided at Annexure ‘C'' to this Report. CSR Policy is available on the Company''s website at https://www. rustomiee.com/about-us/codes-and-policies/

17. STATUTORY AUDITORS OF THE COMPANY

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s Price Waterhouse Chartered Accountants LLP, having registration no 012754N/N500016, were appointed as Statutory Auditor of the Company for a period of 5 years until the conclusion of Annual General Meeting to be held in the year 2026. The Statutory Audit Report for the F.Y. 2023-24 does not contain any qualification, reservation or adverse remark. The Statutory Auditors'' Reports on Standalone and Consolidated Financial Statements for the year ended March 31, 2024, are enclosed with the Financial Statements.

No instance of fraud was reported by the Statutory Auditor during the year under review.

18. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed DM & Associates Company Secretaries LLP, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year 2023-24 does not contain any observations, qualifications and adverse remarks. The Secretarial Audit Report in prescribed Form MR-3 is Annexed to this Report as Annexure ‘D''.

19. COST AUDITOR

Pursuant to the provisions of Section 148(3) of the Companies Act, 2013, M/s. Joshi Apte & Associates, Cost Accountants, Mumbai was appointed as the Cost Auditors of the Company to conduct the cost audit for the Financial Year 2023-24 and to hold the office till the conclusion of the ensuing Annual General Meeting. The Board on the recommendation of the Audit Committee has approved the appointment of M/s. Joshi Apte & Associates, Practising Cost Accountant, as Cost Auditors, for F.Y. 2024-25. The resolution for approval of remuneration payable to the Cost Auditors for F.Y. 2024-25 forms part of the accompanying Annual General Meeting Notice.

The Cost Audit Report for the Financial Year 2023-24 does not contain any observations, qualifications and adverse remarks.

20. INTERNAL AUDITOR

The Company had appointed M/s Deloitte Touche Tohmatsu India LLP, Chartered Accountants, Mumbai, as an Internal Auditor of the Company for the financial year 2023-24.

21. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly. During the year under review, M/s. Deloitte Touche Tohmatsu India LLP, the Internal Auditors of the Company have conducted the IFC Audit and does not found any material or serious observation for inefficiency or inadequacy of such controls.

22. RISK MANAGEMENT POLICY

The Company''s risk management policy captures the major potential business risks pertaining to the industry in which Company is operating and which has relevance on the Company. The Company has appointed Mr. Ritesh Tilve as Chief Risk Officer of the Company. The Company has also in place its mitigation plans for these potential business risks. M/s. Deloitte Touche Tohmatsu India LLP, Internal Auditor of the Company, on regular basis, checks and evaluates the effectiveness of the mitigation plans of the Company to mitigate potential business risks. The risks and its mitigation plan are elaborated in the MD & A section of the Report. Risk Management Policy is available on the Company''s website at ht.t.ps:/7www.rust.omjee. com/about-us/codes-and-policies/.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Standalone Financial Statements.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Pursuant to the provisions of Section 188 of the Companies Act, 2013, all the Related Party Transactions (“RPTs''''), which Company has entered with related parties during the financial year, were in the ordinary course of business and at arm''s length basis. The Audit Committee has given an omnibus approval for the RPTs. All the RPTs were within the approved limit. All the RPTs were placed before the Audit Committee and the Board of Directors, specifying the nature, value and terms & conditions of the transactions. The transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority. The policy on related party transactions is available on the website of the Company at https://www.rustomjee.com/about-us/ codes-and-policies/.

Disclosure as required pursuant to para-A of Schedule V of the Listing regulations forms part of Standalone Audited Financial Statements for FY 2024. Since all the RPTs entered by the Company were in ordinary course of business and on arm''s length basis. There were no material Contracts or arrangements with RPTs. Hence Form AOC- 2 is not applicable to the Company.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

Conservation of energy

(i) The steps taken or impact on conservation of energy

(ii) The steps taken by the company for utilizing

Please refer

alternate sources of

BRSR report

energy

(iii) The capital investment on energy conservation equipment''s

Technology absorption

(i)	The effort made towards technology absorption To achieve Green Building certification by IGBC, the Company, has made efforts to adopt all relevant technologies for Energy efficiency, Water management, Solid waste management and provision of sustainable spaces to our residents.
(ii)	The benefits derived like product improvement cost reduction product development or import substitution	To achieve Green Building certification by IGBC, the Company, has made efforts to adopt all relevant technologies for Energy efficiency, Water management, Solid waste management and
(iii)	In case of imported technology (important during the last three years reckoned from the beginning of the financial year)
	(a) The details of technology imported	provision of sustainable spaces to our residents.
	(b) The year of import;
	(c) whether the technology been fully absorbed
	(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv)	The expenditure incurred on Research and Development

Foreign exchange earning and outgo

During the year, the total foreign exchange outgo/spend was as follow:

Currency	Amount in FC	Amount in INR
EUR	19,433	1,758,689
SGD	68,740	4,272,098
USD	41,473	3,459,263
Grand Total	129,647	9,490,050

The total foreign exchange earned was Nil.

26. TRANSFER OF AMOUNTS OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

27. DETAILS OF REMUNERATION OF THE EMPLOYEES AS PER THE RULE 5(1) AND 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL), AMENDMENT RULES, 2016

Disclosures relating to remuneration of Directors under Section 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure ‘E'' to the Board''s report.

Particulars of employee remuneration, as required under Section 197(12) of the Act and read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this report. In terms of the provisions of the first proviso to Section 136(1) of the Act, the Report is being sent to the shareholders, excluding the aforementioned information.

The information will be available for inspection at the registered office of the Company on all working days between 11:00 a.m. (1ST) to 01:00 p.m. (1ST) upto the date of AGM and a copy of the same will also be available electronically for inspection by the Members during the AGM. Any Member interested in obtaining such information may write to the Company Secretary at the registered office of the Company.

28. DISCLOSURE IN RESPECT OF STATUS OF APPLICATION OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE

During the year under review, no application was made, or any proceedings were pending under the Insolvency and Bankruptcy Code, 2016.

29. DISCLOSURE RELATING TO DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUIONS ALONG WITH THE REASONS THEREOF During the year under review, the Company has not made any one-time settlement and not carried out any valuation, therefore reporting is not required.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In accordance with the requirements of the Sexual Harassment ofwomen atworkplace (Prevention, Prohibition & Redressal) Act, 2013 the Company has in place a policy for prevention of sexual harassment. The Company''s Internal Complaints Committee is responsible to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Internal Complaints Committee also addresses the complaints received by its subsidiaries/associates and joint venture companies. During the year under review, Company had not received any complaint. POSH Policy is available on the Company''s website at https://www.rustomiee.com/about-us/codes-and-policies/.

31. CORPORATE GOVERNANCE

Pursuant to the requirements of Regulation 34 of the Listing Regulations, a detailed report on Corporate Governance forms an integral part of this Report. A certificate from DM & Associates Company Secretaries LLP, Practicing Company Secretary, confirming compliance of conditions of Corporate Governance as stipulated is covered under Corporate Governance section annexed to this report as Annexure ''B''.

32. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Report.

33. PERFORMANCE EVALUATION

Pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013, the Board of Directors has carried out the annual performance evaluation of (i) Board of Directors (ii) its Committee, (iii) Individual Director

(iv) Chairman of the Board (v) Independent Directors. The evaluation was done based on set questionnaires which were given to them at the time of evaluation.

34. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report forms an integral part of this Report.

35. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In compliance to Section 177(9) of the Companies Act, 2013, Company has put in place the Vigil Mechanism/ Whistle Blower Policy. Company has put in place a process where direct access is made available to the whistle blower to approach the Chairman of the Audit Committee to raise any grievances or to report fraud in a transparent manner in line with the Vigil/Whistle Blower policy. During the period under review, Company has not received any complaint under Vigil Mechanism/Whistle Blower Policy. Vigil Mechanism Policy is available on the Company''s website at https://www.rustomjee.com/about-us/codes-and-policies/.

36. CODE OF CONDUCT:

The Directors and senior management personnel has complied with the Code of Conduct of the Company. The Code of Conduct Policy is available on the Company''s website at https://www.rustomjee.com/about-us/codes-and-policies/.

37. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and Directors confirm compliance of the same during the year under review.

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

No significant or material order have been passed by any regulator or court or tribunal against the Company, which

would impact the going concern status of the Company or will have bearing on Company''s operations in future.

39. DIRECTORS'' RESPONSIBILITY STATEMENT

The Director''s Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 read with Section 135(5) of the Companies Act, 2013 and as per Schedule II Part C (A)(4) (a) of the SEBI Listing Regulations, the Board states the following state 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'' had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and of the profit and loss of the Company for the year under review;

(iii) The Directors'' had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors'' had prepared the annual accounts on a going concern basis;

(v) The Directors have laid down internal finance controls to be followed by the Company and such internal finance controls are adequate and operating effectively; and

(vi) The Directors have devised systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

40. DISCLAIMER

Any statements in this Boards'' Report and Management Discussion and Analysis Report providing additional information about the Company''s plans may be “forward looking statements” within the meaning of applicable securities laws and regulations. Actual performance may differ materially from those expressed or implied.

41. ACKNOWLEDGEMENTS

The Directors take this opportunity to sincerely thanks the Company''s valued Customers, Clients, Suppliers, Investors, Bankers and Shareholders for their consistent support/encouragement to the Company and look forward to continue fruitful association with all the business partners of the Company. The Directors also place on record its deep sense of appreciation for the committed services by all the employees of the Company.

For and on behalf of the Board of Directors Sd/-

Boman Irani

Chairman & Managing Director DIN: 00057453 Date: August 05, 2024 Place: Mumbai

---

Mar 31, 2023

c. Financial Summary on Consolidated basis for FY 2023:

The key highlights of the Consolidated financial results for the year ended March 31, 2023 and the corresponding figures for the last year are as under:

(Rs. in Lakhs)
Consolidated Results	FY22-23	FY21-22
Revenue from Operations	68,566	126,937
Other Income	3,924	3,360
Total Income	72,490	130,297
Total Expenses	62,242	111,644
EBITDA*	14,308	21,295
Profit before tax	10,248	18,653
Profit after tax	7,426	13,798
Share of Profit/(Loss) from JVs/Associates	524	(215)
PAT after Share of Profits	7,950	13,583
PAT after Non-controlling Interest	8,195	13,962
PBT %	15%	15%
PAT after Non-controlling Interest %	11%	11%
EBITDA %	20%	16%
* EBITDA include Other income

Review of Consolidated Operations of the Company:

The performance of your Company for FY 2022-23 on consolidated basis is as under:

1. During the year under review, the Company''s consolidated total revenue from operations stands 7 68,566 Lakhs and other income is 7 3,924 Lakhs.

2. During the year under review, the Company''s consolidated total expenditure was 7 62,242 Lakhs.

3. During the year under review, the Company has recorded consolidated Profit after Tax and after Noncontrolling Interest was 7 8,195 Lakhs.

d. IND AS applicability:

The audited standalone and consolidated financial statements of the Company for the year ended March 31, 2023 have been prepared in accordance with requirements of the Companies (Indian Accounting Standards) Rules, 2015 Ind AS notified under Section 133 of the Companies Act, 2013 read with relevant Rules and other accounting principles.

e. Consolidated Financial Statements:

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting

Standards and based on the financial statements received from subsidiaries, as approved by their respective Board of Directors.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries, Joint Venture and Associate Companies are given in Form AOC-1 and the same will be available on the Company website at link given below. Pursuant to the provisions of Section 136 of the Act, the financial statements along with other relevant documents, in respect of subsidiaries/associates/joint ventures, are available on the website of the Company at https://www. rustomiee.com/about-us/investor-relations/.

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

There was no material change from the end of the financial year till the date of this report.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of the business carried out by the Company.

4. DIVIDEND:

To strengthen the financial position of the Company and to evaluate suitable business expansion/inorganic growth opportunities, your Board does not recommend any dividend for the F.Y. 2022-23.

5. AMOUNT PROPOSED TO BE TRANSFERRED TO RESERVES & SURPLUS:

During the year under review, no amount from profit was transferred to General Reserve.

6. CHANGES IN SHARES CAPITAL:

a. Authorised Share Capital:

During the year under review, the Authorized Share Capital of the Company increased from 7 235,71,50,000 (Rupees Two Hundred Thirty Five Crores Seventy One Lakhs Fifty Thousand only) divided into 13,56,40,000 (Thirteen Crores Fifty Six Lakhs Forty Thousand) Equity Shares of 7 10/- (Rupees Ten only) each, 10,00,10,000 (Ten Crores Ten Thousand) Optionally Convertible Redeemable Preference Shares of 7 10/- (Rupees Ten only) each and 65,000 (Sixty Five Thousand) Preference Shares of 7 10/- (Rupees Ten only) each to 7 235,72,00,000/-(Rupees Two Hundred Thirty Five Crores Seventy Two Lakhs Only) divided into 23,53,00,000 (Twenty Three Crores Fifty Three Lakhs) Equity Shares of 7 10/- (Rupees Ten only) each amounting to 7 235,30,00,000/- (Rupees Two Hundred Thirty Five Crores Thirty Lakhs Only) and 4,20,000 (Four Lakhs Twenty Thousand) Preference Shares of 7 10/- (Rupees Ten only) amounting to 7 42,00,000/- (Rupees Forty Two Lakhs Only).

b. Paid-up Share Capital:

i. Redemption of Redeemable Preference Shares of ? 10/- each at par

The Company has fully redeemed its 2,160 Redeemable Preference Shares (“RPS”) of 7 10/each at par.

ii. Conversion of Optionally Convertible Debentures (“OCD") into Equity Shares of the Company:

The Company has converted its 9113, 15%, unsecured, Optionally Convertible Debentures of 7 100/- each (“OCDs”) into 91,130 Equity Shares of 7 10/- (Rupees Ten Only) each fully paid-up equity shares of the Company.

iii. Private Placement:

The Company raised 7 169,99,93,743.36 through Private Placement of Equity Shares of the Company by allotting 34,04,412 Equity Shares having face value of 7 10/- each at a premium of 7 489.35018 per share. Pursuant to this

allotment, the Paid-up Share Capital of the Company was increased from 7 100,12,18,100/- consisting of 10,01,21,810 Equity Shares of 7 10/- each per share to 7 103,52,62,220/- consisting of 10,35,26,222 Equity Shares of 7 10/- each per share.

iv. ESOP

The Company has adopted the ‘Rustomjee Employee Stock Option Plan 2022'' (“ESOP 2022”/“Plan”).

ESOP granted and vested are available in note 44 of the Standalone Financial Statements.

Disclosure as required under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is annexed at Annexure ‘A which forms part of this Directors'' Report.

v. Initial Public Offer:

The Company raised 7 6,34,99,98,861/- through Initial Public Offering of Equity Shares of the Company by issuance of 103,51,201 fresh equity shares and 13,86,320 offer for sale totaling to 1,17,37,521 Equity Shares of face value of 7 10 each issued at the premium of 7 531/-. Pursuant to this allotment, the Paid-up Share Capital of the Company was increased from 7 103,52,62,220/-consisting of 10,35,26,222 Equity Shares of 7 10/- each per share to 7 1,13,87,74,230/- consisting of 11,38,77,423 Equity Shares of 7 10/- each per share.

c. Corporate Actions:

Your Directors states that during the year under review:

i. The Company has neither issued any Sweat Equity Shares nor issued Equity Shares with differential rights as to dividend, voting or otherwise.

ii. The Company has not bought back any of its securities according to provision of Section 67(3)(c) of the Companies Act, 2013.

iii. No Bonus Shares were issued.

iv. Company has granted 11,55,700 shares as ESOP to its Employees.

7. DEPOSIT:

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the Balance Sheet.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Board of Directors

The Board is duly constituted. The Board of Directors of your Company at present comprises of 6 Directors. The details are as follows:

Sr. No.	Name	Designation
1	Mr. Boman Irani	Chairman & Managing Director
2	Mr. Chandresh Mehta	Executive Director
3	Mr. Percy Chowdhry	Executive Director
4	Mr. Ramesh Tainwala	Non-Executive Independent Director
5	Mr. Rahul Divan	Non-Executive Independent Director
6	Ms. Seema Mohapatra	Non-Executive Independent Director
During the year under review, following changes occurred in the Board of Directors of the Company:
Sr. No.	Name	Designation	Nature of Change (Appointment/Change in Designation/ Cessation)	Date of Appointment/ Change in Designation/ Cessation
1	Mr. Boman Irani!	Chairman & Managing Director	Change in Designation	May 11, 2022
2	Mr. Chandresh Mehta®	Executive Director	Change in Designation	May 11, 2022
3	Mr. Percy Chowdhry®	Executive Director	Change in Designation	May 11, 2022
4	Mr. Ramesh Tainwala$	Non-executive Independent Director	Change in Designation	May 11, 2022
5	Mr. Rahul Divan%	Non-executive Independent Director	Appointment and Change in Designation	May 11, 2022
6	Ms. Seema Mohapatra%	Non-executive Independent Director	Appointment and Change in Designation	May 11, 2022
7	Mr. Daniel Joseph	Director	Cessation	April 28, 2022

^! Pursuant to the approval and recommendation of the Nomination and Remuneration Committee (“NRC”) and as approved by Board of Directors and Shareholders of the Company, the terms of appointment of Mr. Boman Irani was amended and he was designated as Chairman and Managing Director of the Company and he will not be subject to retire by rotation.

® Pursuant to the approval and recommendation of the Nomination and Remuneration Committee (“NRC”) and as approved by Board of Directors and Shareholders of the Company the terms of appointment of Mr. Chandresh Mehta and Mr. Percy Chowdhry were amended and they both were designated as an Executive Director of the Company and they will be liable to retire by rotation.

$ Mr. Ramesh Tainwala, designated as Non-Executive Independent Director of the Company for a period of five consecutive years from May 11, 2022 to May 10, 2027.

% Mr. Rahul Divan and Ms. Seema Mohapatra appointed as Non-Executive Independent Directors of the Company for a period of five consecutive years from May 11, 2022 to May 10, 2027.

The attendance and other detailed disclosure of the Board and committee meetings are given in the Corporate Governance section annexed to this report as Annexure ‘B''

Independent Directors:

AH Independent Directors have furnished declarations that they meet the criteria of Independence as laid down under section 149 of the Companies Act, 2013.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

A separate meeting of the Independent Directors'' was held on March 27, 2023, wherein they reviewed the performance of the Board, the Non-Independent Directors and the Chairman.

Key Managerial Personnel

Pursuant to the provisions of section 203 of the Companies Act, 2013, the Company has following employees as Key Managerial Personnel:

1. Mr. Boman Irani, Chairman & Managing Director

2. Mr. Chandresh Mehta, Executive Director

3. Mr. Percy Chowdhry, Executive Director

4. Mr. Sajal Gupta, Chief Financial Officer

5. Mr. Bimal K Nanda, Company Secretary and Compliance Officer

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with provisions contained in the Articles of Association of the Company, Mr. Chandresh Mehta will retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offer himself for reappointment.

The Board has recommended his reappointment.

Committees of the Board

The Board has constituted all the statutory committees as required under the Companies Act, 2013 and rules made thereunder and as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committees meet at regular intervals to transact their respective businesses as per the terms of reference prescribed by the Board. The various Committees and its composition are as follows:

a. Audit Committee

In terms of Section 177 of the Companies Act, 2013, the Board of Directors at its Meeting held on May 11, 2022 has constituted an Audit Committee. The Audit Committee comprises of the following members:

Name Board Designation	Committee Designation
Mr. Rahul Divan Non-Executive Independent Director	Chairman
Mr. Ramesh Tainwala Non-Executive Independent Director	Member
Mr. Boman Irani Chairman & Managing Director	Member
Majority of the Members of the Committee are Independent Directors and possess strong accounting and financial
management knowledge.
The attendance and terms of reference of the Audit committee is covered under the Corporate Governance section
annexed to this report as Annexure ‘B''.
b. Nomination & Remuneration Committee
In terms of Section 178 of the Companies Act, 2013, the Board of Directors at its Meeting held on May 11, 2022 has constituted a Nomination & Remuneration Committee ("NRC"). The NRC comprises of the following members:
Name Board Designation	Committee Designation
Mr. Ramesh Tainwala Non-Executive Independent Director	Chairman
Mr. Rahul Divan Non-Executive Independent Director	Member
Ms. Seema Mohapatra Non-Executive Independent Director	Member
As per requirement of SEBI LODR, all the Members of the Committee are Non-	Executive Directors.
The attendance and terms of reference of the NRC is covered under the Corporate Governance section annexed to this
report as Annexure ‘B''.

c. Corporate Social Responsibility Committee The Board of Directors at its Meeting held on May 11, 2022 has reconstituted Corporate Social Responsibility Committee ("CSR"). The CSR Committee comprises of the following members:
Name	Board Designation	Committee Designation
Ms. Seema Mohapatra	Non-Executive Independent Director	Chairperson
Mr. Boman Irani	Chairman and Managing Director	Member
Mr. Chandresh Mehta	Executive Director	Member
Mr. Percy Chowdhry	Executive Director	Member
The attendance and terms of reference of the CSR committee is covered under the Corporate Governance section annexed to this report as Annexure ‘B''.
d. Stakeholders'' Relationship Committee The Board of Directors at its Meeting held on May 11, 2022 has constituted Stakeholders'' Relationship Committee ("SRC"). The SRC comprises of the following members:
Name	Board Designation	Committee Designation
Mr. Ramesh Tainwala	Non-Executive Independent Director	Chairman
Mr. Chandresh Mehta	Executive Director	Member
Mr. Percy Chowdhry	Executive Director	Member
The attendance and terms of reference of the SRC is covered under the Corporate Governance section annexed to this report as Annexure ‘B''.
e. Risk Management Committee The Board of Directors at its Meeting held on June 03, 2022 has constituted Risk Management Committee. The Committee comprises of the following members:
Name	Board Designation	Committee Designation
Mr. Boman Irani	Chairman and Managing Director	Chairman
Mr. Chandresh Mehta	Executive Director	Member
Mr. Percy Chowdhry	Executive Director	Member
Mr. Ramesh Tainwala	Non-Executive Independent Director	Member
The attendance and terms of reference of the Committee is covered under the Corporate Governance section annexed to this report as Annexure ‘B''.
f. Initial Public Offer (‘IPO'') Committee The Board of Directors at its Meeting held on June 03, 2022 had constituted IPO committee. The Committee comprised of the following members:
Name	Board Designation	Committee Designation
Mr. Boman Irani	Chairman and Managing Director	Chairman
Mr. Percy Chowdhry	Executive Director	Member
Mr. Chandresh Mehta	Executive Director	Member
Ms. Seema Mohapatra	Non-Executive Independent Director	Member
This Committee was dissolved w.e.f. February 07, 2023 as the purpose of the said Committee was fulfilled.

9. MEETINGS OF THE BOARD:

In accordance with the provisions of the Companies Act, 2013 and rules made thereunder, the Board of Directors met 15 times during the financial year ended March 31, 2023. The meeting dates and attendance details are covered under the Corporate Governance section annexed to this report as Annexure ‘B''.

10. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

During the year under review, pursuant to the provisions of Section 178(1) of Companies Act, 2013, the Company has constituted the Nomination and Remuneration Committee (“NRC”). NRC has been mandated by the Board to adhere/implement the policy for determining qualifications, positive attributes and independence of Directors (including Independent Directors). The NRC will review and assess Board composition on behalf of the Board and will recommend to the Board, the appointment of new directors based on their qualification, positive attributes and independence.

In reviewing Board composition, the NRC will consider the benefits of all aspects of diversity including, but not limited to, those described above, in order to enable it to discharge its duties and responsibilities effectively.

NRC will also recommend to the Board on the remuneration to be payable to the Directors.

NRC Policy is available on the Company''s website at https:// www.rustomiee.com/about-us/investor-relations/.

11 SUBSIDIARY, JOINTVENTURE AND ASSOCIATE COMPANY:

As on March 31, 2023 the Company had 31 Subsidiary Companies, investment in 3 Limited Liability partnership firms, 2 associates Companies and 3 Joint Ventures. The list of Company''s Subsidiary Company(ies)/Limited Liability Partnership firms/Associate Company(ies)/ Joint venture(s) is given under point no. VII of Corporate Governance Report as Annexure ‘B'' of this report. These Subsidiaries/Associate/Joint Ventures companies are mainly engaged in the Real Estate business.

The annual accounts of these subsidiary/associate/ joint venture companies were consolidated with the accounts of the Company for the financial year 2022-23. The statement containing salient features of the financial statement of subsidiaries/associates/joint venture in Form AOC-1 are available on Company website link given below. Pursuant to the provisions of Section 136 of the Act, the financial statements along with other relevant documents, in respect of subsidiaries/associates/joint venture, are available on the website of the Company at https://www. rustomiee.com/about-us/investor-relations/

12. MATERIAL SUBSIDIARY

Rustomjee Realty Private Limited was material subsidiary of the Company as per the thresholds laid down under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”) for FY2022-23. The Board of Directors of the

Company has approved a Policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time. The Policy is available on the Company''s website and can be accessed at https://www. rustomjee.com/about-us/investor-relations/.

13. ANNUAL RETURN:

Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 as on March 31, 2023 will be made available on the Company''s website at https://www.rustomiee.com/about-us/investor-relations/

14. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The annual report on CSR activities of the Company, as required under Section 134(3)(o) read with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 (CSR Rules), is provided at Annexure ‘C'' to this Report. CSR Policy is available on the Company''s website at https://www.rustomjee.com/ about-us/investor-relations/.

15. STATUTORY AUDITORS OF THE COMPANY:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s Price Waterhouse Chartered Accountants LLP, having registration no 012754N/N500016, were appointed as Statutory Auditor of the Company for a period of 5 years until the conclusion of Annual General Meeting to be held in the year 2026.

The Statutory Audit Report for the F.Y. 2022-23 does not contain any qualification, reservation or adverse remark.

The Statutory Auditors'' Reports on Standalone and Consolidated Financial Statements for the year ended March 31, 2023, are enclosed with the financial statements.

No instance of fraud was reported by the Statutory Auditor during the year under review.

16. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Ms. Ria Kunal Ahuja, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the Financial Year 2022-23.

The Secretarial Audit Report for the Financial Year 202223 does not contain any observations, qualifications and adverse remarks. The Secretarial Audit Report in prescribed Form MR-3 is Annexed to this Report as Annexure ‘D''.

17. COST AUDITOR:

Pursuant to the provisions of Section 148 of the Companies Act, 2013, M/s. Joshi Apte & Associates, Cost Accountants, Mumbai was appointed as the Cost Auditors of the Company to conduct the cost audit for the Financial Year 2022-23 and to hold the office till the conclusion of the ensuing Annual General Meeting.

The Board on the recommendation of the Audit Committee has approved the appointment of M/s. Joshi Apte & Associates, Cost Accountants, as Cost Auditors, for FY 2023-24. The resolution for ratification of remuneration payable to the Cost Auditors for F.Y. 2023-24 forms part of the accompanying Annual General Meeting Notice.

The Cost Audit Report for the Financial Year 2022-23 does not contain any observations, qualifications and adverse remarks.

18. INTERNAL AUDITOR:

The Company has appointed M/s Deloitte Touche Tohmatsu India LLP, Chartered Accountants, Mumbai, as an Internal Auditor of the Company for the financial year 2023-24.

19. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly. During the year under review, M/s. Deloitte Touche Tohmatsu India LLP, the Internal Auditors of the Company have conducted the IFC Audit and does not found any material or serious observation for inefficiency or inadequacy of such controls.

20. RISK MANAGEMENT POLICY:

The Company''s risk management policy captures the major potential business risks pertaining to the industry in which Company is operating and which has relevance on the Company. The Company has also in place its mitigation plans for these potential business risks. M/s. Deloitte Touche Tohmatsu India LLP, Internal Auditor of the Company, on regular basis, checks and evaluates the effectiveness of the mitigation plans of the Company to mitigate potential business risks. The risks and its mitigation plan are elaborated in the MD & A section of the Report. Risk Management Policy is available on the

Company''s website at https://www.rustomiee.com/ about-us/investor-relations/.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Standalone Financial Statements.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year under review, the related party transactions falling under the provisions of section 188 of the Companies Act, 2013 which Company has entered with related parties, as defined under section 2(76) of the Companies Act, 2013, were in its ordinary course of business and were on arm''s length basis. All the related party transactions were placed before the Audit Committee. As per the recommendation of the Audit Committee, the related party transactions were presented to the Board of Directors specifying the nature, value and terms and conditions of the transactions. The transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority. The related party transactions policy is available on the website of the Company at https://www. rustomiee.com/about-us/investor-relations/. Disclosure as required pursuant to para- A of Schedule V of the Listing regulations forms part of Standalone Audited Financial Statements for FY 2023.

Since the related party transactions entered by the Company were in ordinary course of business and on arm''s length basis, Form AOC- 2 is not applicable to the Company.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

Conservation of energy
(i)	The steps taken or impact on conservation of energy
(ii)	The steps taken by the company for utilizing alternate sources of energy.	Please refer BRSR report section C - P6
(iii)	The capital investment on energy conservation equipment''s

Technology absorption
(i)	The effort made towards technology absorption	To achieve Green Building
(ii)	The benefits derived like product improvement cost reduction product development or import substitution	certification by IGBC, the Company, has made efforts to adopt all relevant technologies for Energy efficiency, Water management, Solid waste
(iii)	In case of imported technology (important during the last three years reckoned from the beginning of the financial year)
	(a) The details of technology imported	management and provision of sustainable spaces to our residents.
	(b) The year of import;
	(c) whether the technology been fully absorbed
	(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv)	The expenditure incurred on Research and Development
During the year, the total foreign exchange outgo/spend was USD 710120 equivalent to 7 570.18 Lakhs and the total foreign exchange earned was NIL.

24. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

25. DETAILS OF REMUNERATION OF THE EMPLOYEES AS PER THE RULE 5 (2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL), AMENDMENT RULES, 2016: Disclosures relating to remuneration of Directors under section 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure ‘E'' to the Board''s report.

Particulars of employee remuneration, as required under section 197(12) of the Act and read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this report. In terms of the provisions of the first proviso to Section 136(1) of the Act, the Report is being sent to the shareholders, excluding the aforementioned information. The information will be available for inspection at the registered office of the Company on all working days upto the date of AGM and a copy of the same will also be available electronically for inspection by the members during the AGM. Any member interested in obtaining such information may write to the Company Secretary at the registered office of the Company.

26. DISCLOSURE IN RESPECT OF STATUS OF APPLICATION OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE:

During the year under review, no application was made, or any proceedings were pending under the Insolvency and Bankruptcy Code, 2016.

27. DISCLOSURE RELATING TO DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUIONS ALONG WITH THE REASONS THEREOF:

During the year under review, the Company has not made any one-time settlement and not carried out any valuation, therefore reporting is not required.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 the Company has in place a policy for prevention of sexual harassment. The Company''s Internal Complaints Committee is responsible to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Internal Complaints Committee also addresses the

complaints received by its subsidiaries/associates and joint venture companies. During the year under review, Company had not received any complaint. POSH Policy is available on the Company''s website at https://www. rust.omiee.com/about.-us/investor-relat.ions/.

29. CORPORATE GOVERNANCE:

Pursuant to the requirements of Regulation 34 of the Listing Regulations, a detailed report on Corporate Governance forms an integral part of this Report. A certificate from Deepak A. Variaya & Co, Practicing Company Secretary, confirming compliance of conditions of Corporate Governance as stipulated is covered under Corporate Governance section annexed to this report as Annexure ''B''.

30. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Report.

31. PERFORMANCE EVALUATION:

Pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013, the Board of Directors has carried out the annual performance evaluation of (i) entire Board, (ii) its committees and (iii) its individual directors. The evaluation was done based on set questionnaires which were given to them at the time of evaluation.

32. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

In compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report forms an integral part of this Report.

33. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In compliance to Section 177(9) of the Companies Act, 2013, Company has put in place the Vigil Mechanism/ Whistle Blower Policy. Company has put in place a process where direct access is made available to the whistle blower to approach the Chairman of the Audit Committee to raise any grievances or to report fraud in a transparent manner in line with the Vigil/Whistle Blower policy. During the period under review, Company has not received any complaint under Vigil Mechanism/Whistle Blower Policy. Vigil Mechanism Policy is available on the Company''s website at https://www.rustomiee.com/ about-us/investor-relations/.

34. CODE OF CONDUCT:

The Directors and senior management personnel has complied with the Code of Conduct of the Company. The Code of Conduct Policy is available on the Company''s website at https://www.rustomiee.com/about-us/ investor-relations/

35. SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and Directors confirm compliance of the same during the year under review.

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

No significant or material order have been passed by any regulator or court or tribunal against the Company, which would impact the going concern status of the Company or will have bearing on Company''s operations in future.

37. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Director''s Responsibility Statement referred to in clause (c) of Sub- section (3) of Section 134 of the Companies Act, 2013 state that:-

a. In the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. The Directors'' had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and of the profit and loss of the Company for the year under review ;

c. The Directors'' had 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;

d. The Directors'' had prepared the annual accounts on a going concern basis;

e. The Directors have laid down internal finance controls to be followed by the Company and such internal finance controls are adequate and operating effectively; and

f. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

38. DISCLAIMER

Any statements in this Boards'' Report and Management

Discussion and Analysis Report providing additional

information about the Company''s plans may be “forwardlooking statements” within the meaning of applicable securities laws and regulations. Actual performance may differ materially from those expressed or implied.

39. ACKNOWLEDGEMENTS

The Directors take this opportunity to sincerely thanks the Company''s valued Customers, Clients, Suppliers, Investors, Bankers and Shareholders for their consistent support/encouragement to the Company and look forward to continue fruitful association with all the business partners of the Company. The Directors also place on record its deep sense of appreciation for the committed services by all the employees of the Company.