Lodha Developers Limited — Audit Report / Information 2023

May 29, 2023

May 29, 2023

BSE Limited Scrip Code: 543287 Debt Segment – 974163, 974199, 974473, 974511

National Stock Exchange of India Limited

Trading Symbol: LODHA

Dear Sirs,

Sub: Compliance under Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

In terms of Regulation 24(A) of the Listing Regulations, we enclose herewith, Secretarial Compliance Report duly issued by Shravan A. Gupta & Associates, Practicing Company Secretary, for the financial year ended March 31, 2023

Kindly take the same on record.

Thanking you,

Yours faithfully, For Macrotech Developers Limited SANJYOT Digitally signed by SANJYOT NILESH RANGNEKAR DN: c=IN, o=PERSONAL, pseudonym=6df6cf47a87859531ee4f50a489e7721,

NILESH RANGNEKAR 2.5.4.20=C7812C81AE26D822A965B197D5195BDF6 D50F8443987A023DF50FD6BEF4C5021, postalCode=400607, st=MAHARASHTRA, serialNumber=d7712af3da22c028adfaa23a93cc850 29417e4c3cba448af2f6d982f99722a49, cn=SANJYOT NILESH RANGNEKAR Date: 2023.05.29 13:05:58 +05'30'

Sanjyot Rangnekar Company Secretary & Compliance Officer Membership No.: F4154

Secretarial Compliance Report of MACROTECH DEVELOPERS LIMITED for the financial year ended March 31, 2023

[Pursuant to Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]

I CS Shravan A. Gupta, Proprietor of Shravan A. Gupta & Associates, Company Secretary in whole time practice have conducted the review of the compliance of the applicable statutory provisions and the adherence to good corporate practices by Macrotech Developers Limited (hereinafter referred as 'the listed entity'), having its Registered Office at 412, Floor- 4, 17G Vardhaman Chamber Cawasji Patel Road, Horniman Circle, Fort Mumbai 400001.

Secretarial Review was conducted in a manner that provided me/us a reasonable basis for evaluating the corporate conducts/statutory compliances and to provide my/our observations thereon.

Based on my/our verification of the listed entity's books, papers, minutes books, forms and returns filed and other records maintained by the listed entity and also the information provided by the listed entity, its officers, agents and authorized representatives during the conduct of Secretarial Review, I hereby report that the listed entity has, during the review period covering the financial year ended on March 31, 2023 complied with the statutory provisions listed hereunder in the manner and subject to the reporting made hereinafter :

I have examined:

• (a) all the documents and records made available to us and explanation provided by the listed entity,
• (b) the filings/ submissions made by the listed entity to the stock exchanges,
• (c) website of the listed entity,
• (d) any other document/ filing, as may be relevant, which has been relied upon to make this certification,

for the year ended March 31, 2023 ("Review Period") in respect of compliance with the provisions of:

• i. the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and
• ii. the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI");

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include: -

• (a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

• (b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

• (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

• (d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not Applicable to the Company during the Audit Period)

• (e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

• (f) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;

• (g) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

and circulars/ guidelines issued thereunder.

I hereby report that, during the Review Period the compliance status of the listed entity is appended as below:

Sr.No.	Particulars	ComplianceStatus (Yes/No/NA)	Observations/Remarks byPCS*
1.	Secretarial Standards:The compliances of the listed entity are in accordancewith the applicable Secretarial Standards (SS) issued	Yes	Nil
	by the Institute of Company Secretaries India (ICSI),as notified by the Central Government under section118(10) of the Companies Act, 2013 and mandatorilyapplicable.
2.	Adoption and timely updation of the Policies:
	 All applicable policies under SEBI Regulations areadopted with the approval of board of directors of thelisted entities	Yes	Nil
	 AllthepoliciesareinconformitywithSEBIRegulations and have been reviewed & updated ontime,aspertheregulations/circulars/guidelinesissued by SEBI
3.	Maintenance and disclosures on Website:		Nil
	 The Listed entity is maintaining a functional website
	 Timely dissemination of the documents/ informationunder a separate section on the website	Yes
	 Web-links provided in annual corporate governancereports under Regulation 27(2) are accurate andspecificwhichre-directstotherelevantdocument(s)/ section of the website
4.	Disqualification of Director:
	None of the Director(s) of the Company is/ aredisqualified under Section 164 of Companies Act, 2013as confirmed by the listed entity.	Yes	Nil

5.	Details related to Subsidiaries of listed entities havebeen examined w.r.t.:(a) Identification of material subsidiary companies(b) Disclosure requirement of material as well asother subsidiaries	Yes	Nil
6.	Preservation of Documents:The listed entity is preserving and maintaining recordsas prescribed under SEBI Regulations and disposal ofrecords as per Policy of Preservation of Documents andArchivalpolicyprescribedunderSEBILODRRegulations, 2015.	Yes	Nil
7.	Performance Evaluation:The listed entity has conducted performance evaluationoftheBoard,IndependentDirectorsandtheCommittees at the start of every financial year/duringthe financial year as prescribed in SEBI Regulations.	Yes	Nil
8.	Related Party Transactions:(a) The listed entity has obtained prior approval ofAudit Committee for all related party transactions;or(b) The listed entity has provided detailed reasonsalong with confirmation whether the transactionswere subsequently approved/ratified/rejected bythe Audit Committee, in case no prior approvalhas been obtained.	YesNA	Prior approval wasobtainedinallcases.
9.	Disclosure of events or information:Thelistedentityhasprovidedalltherequireddisclosure(s) under Regulation 30 along with ScheduleIII of SEBI LODR Regulations, 2015 within the time limitsprescribed thereunder.	Yes	Nil
10.	Prohibition of Insider Trading:The listed entity is in compliance with Regulation 3(5) &3(6) SEBI (Prohibition of Insider Trading) Regulations,2015.	Yes	Nil

11.	Actions taken by SEBI or Stock Exchange(s), if any:
	No action(s) has been taken against the listed entity/ itspromoters/ directors/ subsidiaries either by SEBI or byStockExchanges(includingundertheStandardOperating Procedures issued by SEBI through variouscirculars)underSEBIRegulationsandcirculars/guidelines issued thereunder.	Yes	Nil
12.	Additional Non-compliances, if any:
	No additional non-compliance observed for any SEBIregulation/circular/guidance note etc.	Yes	Nil

Compliances related to resignation of statutory auditors from listed entities and their material subsidiaries as per SEBI Circular CIR/CFD/CMD1/114/2019 dated 18th October, 2019:

Sr.No.	Particulars	ComplianceStatus(Yes/No/NA)	Observations/RemarksbyPCS*
1.	Compliances with the following conditions while appointing/re-appointing an auditor
	i.If the auditor has resigned within 45 days from the endof a quarter of a financial year, the auditor before suchresignation, has issued the limited review/ audit reportfor such quarter; or	Not Applicable	Statutory auditorofthelistedentityanditsmaterialsubsidiaryhas
	ii.If the auditor has resigned after 45 days from the end ofa quarter of a financial year, the auditor before suchresignation, has issued the limited review/ audit reportfor such quarter as well as the next quarter; or		notresignedduringreviewperiod.
	iii.If the auditor has signed the limited review/ audit reportfor the first three quarters of a financial year, the auditorbefore such resignation, has issued the limited review/audit report for the last quarter of such financial year aswell as the audit report for such financial year.
2.	Other conditions relating to resignation of statutoryauditor

	i.	listed	Reporting of concerns by Auditor with respect to theentity/itsmaterialsubsidiarytotheAuditCommittee:
		a.	In case of any concern with the management of thelisted entity/material subsidiary such as nonavailability of information / non-cooperation by themanagementwhichhashamperedtheauditprocess, the auditor has approached the Chairmanof the Audit Committee of the listed entity and theAudit Committee shall receive such concern directlyand immediately without specifically waiting for
		b.	In case the auditor proposes to resign, all concernswith respect to the proposed resignation, along withrelevant documents has been brought to the noticeof the Audit Committee. In cases where theproposed resignation is due to non-receipt ofinformation / explanation from the company, theauditor has informed the Audit Committee thedetails of information / explanation sought and notprovided by the management, as applicable.
		c.	The Audit Committee / Board of Directors, as thecase may be, deliberated on the matter on receipt ofsuch information from the auditor relating to theproposal to resign as mentioned above andcommunicate its views to the management and theauditor.
	ii.Disclaimer in case of non-receipt of information:
			The auditor has provided an appropriate disclaimer inits audit report, which is in accordance with theStandards of Auditing as specified by ICAI / NFRA, incase where the listed entity/ its material subsidiary hasnot provided information as required by the auditor.
3.		specified	The listed entity / its material subsidiary has obtainedinformation from the Auditor upon resignation, in the format asinAnnexure-AinSEBICircularCIR/CFD/CMD1/114/2019 dated 18th October, 2019.

The listed entity has complied with the provisions of the above Regulations and circulars/guidelines issued thereunder.

No actions were taken against the listed entity/its promoters/ directors/ material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/Regulations and circulars/guidelines issued thereunder.

There was no observation made under previous reports by the Practicing Company Secretary (Secretarial Auditors), hence the listed entity was not required to take any actions.

Assumptions & Limitation of scope and Review:

• 1. Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity.
• 1. Our responsibility is to report based upon our examination of relevant documents and information. This is neither an audit nor an expression of opinion.
• 1. We have not verified the correctness and appropriateness of financial Records and Books of Accounts of the listed entity.
• 1. This Report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity.

Shravan A. Gupta & Associates Practicing Company Secretary P.R. No. 2140/2022

Shravan A. Gupta ACS: 27484, CP: 9990 Place: Mumbai UDIN: A027484E000172013 Date: 22/04/2023