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Lodha Developers Limited Proxy Solicitation & Information Statement 2026

Apr 28, 2026

61952_rns_2026-04-28_036cbf38-7ec6-4acb-9a5c-073a070d3636.pdf

Proxy Solicitation & Information Statement

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LODHA

April 28, 2026

BSE Limited
Scrip Code: 543287
Debt Segment – 976262, 976764, 976895, 976923, 977163, 977293

National Stock Exchange of India Limited
Debt Segment
Trading Symbol: LODHA

Dear Sirs,

Sub: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) – Postal Ballot Notice

Pursuant to Regulation 30 of the Listing Regulations, please find enclosed the Postal Ballot Notice dated April 24, 2026, alongwith explanatory statement (“Notice”), seeking approval of the members by way of a special resolution for following matters, by means of remote e-Voting (e-Voting) in compliance with relevant circulars issued by the Ministry of Corporate Affairs (“MCA”).

Sr. No. Resolution Type of Resolution
1 Appointment of Mr. Akhil Gupta (DIN: 00028728) as an Independent Director of the Company Special Resolution
2 Re-appointment of Mr. Lee Polisano (DIN: 09254797) as an Independent Director of the Company for a second term Special Resolution

In compliance with circulars issued by MCA from time to time, the notice is being sent only through electronic mode, to members whose email addresses are registered with the Company's Registrar and Share Transfer Agent viz., MUFG Intime India Private Limited (“MUFG”) / Depository Participants and whose names appear in the Register of Members/Register of Beneficial Owners as on cut-off date, i.e., Friday, April 24, 2026.

The Company has engaged the services of MUFG for the purpose of providing e-Voting facility to all its members. The remote e-Voting period shall commence from Wednesday, April 29, 2026 at 9:00 a.m. IST and end on Thursday, May 28, 2026 at 5:00 p.m. IST.

The results of the remote e-voting shall be announced on or before Monday, June 1, 2026 and the same will be communicated to the Stock Exchanges along with the Scrutiniser's report within the prescribed time.

The notice containing e-Voting instructions and other necessary details is being hosted on the website of the Company i.e., www.lodhagroup.com.

Kindly take the above information on your record.

Thanking you,

Yours faithfully,

For Lodha Developers Limited
(Formerly known as Macrotech Developers Limited)

SANJYOT NILESH
Digitally signed by SANJYOT
NILESH RANGNEKAR
RANGNEKAR
Date: 2026.04.28 17:59:06
+05'30'

Sanjyot Rangnekar
Company Secretary & Compliance Officer
Membership No. F4154

Encl: As above

Lodha Developers Limited (Formerly known as Macrotech Developers Limited)
Corporate Office: One Lodha Place, near Lodha World Towers, Senapati Bapat Marg, Mumbai 400 013, India.
Registered Office: 412, Floor-4, 17G Vardhaman Chamber, Cawasji Patel Road, Horniman Circle, Fort, Mumbai 400 001, India.
CIN: L45200MH1995PLC093041 | T: +91 22 6133 4400 | E: [email protected] | www.lodhagroup.com


1

LODHA

LODHA DEVELOPERS LIMITED

(formerly known as Macrotech Developers Limited)

Registered Office: 412, Floor- 4, 17G Vardhaman Chamber, Cawasji Patel Road, Horniman Circle, Fort, Mumbai – 400001.

Corporate Office: One Lodha Place, near Lodha World Tower, Senapati Bapat Marg, Mumbai - 400 013

CIN: L45200MH1995PLC093041; Tel: +91 (22) 6133 4400

E-mail: [email protected] Website: www.lodhagroup.com

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014]

Dear Members,

NOTICE is hereby given that pursuant to the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 ("Act"), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("Rules"), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), Secretarial Standard-2 on General Meetings ("SS-2"), read with the guidelines prescribed by the Ministry of Corporate Affairs ("MCA") for holding general meetings/ conducting postal ballot process through e-Voting vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 03/2022 dated May 05, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023, 09/2024 dated September 19, 2024 and the latest being General Circular No. 03/2025 dated September 22, 2025 (collectively referred to as "MCA Circulars") and other applicable laws and regulations, as amended from time to time (including any statutory modification(s) or amendment(s) or re-enactment thereof for the time being in force), to the Members of Lodha Developers Limited ("the Company"), to transact the special business as set out hereunder by passing Special Resolution(s), as applicable, by remote e-Voting process ("remote e-Voting") only.

The proposed Resolutions and the Explanatory Statement setting out the material facts as required in terms of Section 102 of the Act read with the Rules and the MCA Circulars form part of this Postal Ballot Notice ("Notice") for seeking consent of the Members through Postal Ballot by remote e-Voting only.

This Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company / Depositories / Registrar and Share Transfer Agent ("RTA") and whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, April 24, 2026 ("Cut-off date"). Accordingly, physical copies of the Notice, postal ballot forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot. Please refer to detailed instructions for remote e-Voting explained in notes to the Notice.

This Notice shall also be available on the website of the Company at www.lodhagroup.com , websites of the Stock Exchanges, i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of MUFG Intime India Private Limited ("MUFG" or "RTA") at https://instavote.linkintime.co.in/.

E VOTING INSTRUCTIONS

Cut-off date Friday, April 24, 2026
Remote e-Voting period Commences from Wednesday, April 29, 2026 9:00 a.m. IST
Ends at Thursday, May 28, 2026 5:00 p.m. IST
URL for remote e-Voting (e-Voting details given on pg 04) Remote e-Voting https://instavote.linkintime.co.in
NSDL https://www.evoting.nsdl.com
CDSL https://www.cdslindia.com.

LODHA DEVELOPERS LIMITED

SPECIAL BUSINESS

1. Appointment of Mr. Akhil Gupta (DIN: 00028728) as an Independent Director of the Company

To consider and, if thought fit, to pass, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ("Act"), read with the Companies (Appointment and Qualification of Directors) Rules, 2014 ("Rules") and Regulation 17, 17(1A), 25(2A) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and other applicable provisions, if any, (including any statutory modification(s) or amendment(s) or re-enactment(s) thereof) for the time being in force and in line with the Memorandum of Association and Articles of Association of the Company and based on the recommendation of the Nomination and Remuneration Committee ("NRC") and the Board of Directors of the Company ("Board"), Mr. Akhil Gupta (DIN: 00028728), who was appointed as an Additional Director (in the capacity of an Independent Director), by the Board, with effect from April 24, 2026 and who has submitted a declaration that he meets with the criteria of independence as provided in the Act and the Listing Regulations and in respect of whom the Company has received a notice in writing from a member, under Section 160 of the Act, proposing his candidature for the office of a Director of the Company, be and is hereby appointed as an Independent Director of the Company, for a first term of five consecutive years from April 24, 2026 to April 23, 2031, not liable to retire by rotation, and to continue to act as an Independent Director of the Company on attaining the age of seventy five years during the currency of his tenure as Independent Director;

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be deemed necessary, proper or expedient to give effect to this resolution."

2. Reappointment of Mr. Lee Polisano (DIN: 09254797) as an Independent Director of the Company

To consider and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149 and 152, read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ("Act") and Companies (Appointment and Qualification of Directors) Rules, 2014 ("Rules") and Regulations 17, 17(1A), 25(2A) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and other applicable provisions, if any, (including any statutory modification(s) or amendment(s) or re-enactment(s) thereof) for the time being in force and in line with the Memorandum of Association and Articles of Association of the Company and based on the recommendation of the Nomination and Remuneration Committee ("NRC") and the Board of Directors of the Company ("Board"), Mr. Lee Polisano (DIN: 09254797), who was appointed as an Independent Director of the Company and who holds office of Independent Director upto July 29, 2026 and who has submitted a declaration that he meets with the criteria of independence as provided in the Act and the Listing Regulations and in respect of whom the Company has received a notice in writing under Section 160 of the Act, from a member proposing his candidature for the office of a Director of the Company, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of five consecutive years, with effect from July 30, 2026 to July 29, 2031 and to continue to act as an Independent Director of the Company on attaining the age of seventy five years during the currency of his tenure as Independent Director;

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be deemed necessary, proper or expedient to give effect to this resolution."

Registered office

412, Floor- 4, 17G Vardhaman Chamber, Cawasji Patel Road,
Horniman Circle, Fort, Mumbai – 400001
CIN: L45200MH1995PLC093041

Date: April 24, 2026
Place: Mumbai

By Order of the Board
For Lodha Developers Limited

Sd/-
Sanjyot Rangnekar
Company Secretary & Compliance Officer
Membership No. F4154


Postal Ballot Notice

NOTES:

  1. The Explanatory Statement pursuant to Section 102 read with Section 110 and other applicable provisions, if any, of the Act read with rules framed thereunder and as per Regulation 36 of the Listing Regulations, stating material facts and reasons for the proposed resolutions as set out above, is annexed hereto and forms part of this Postal Ballot Notice ("Notice").

  2. The e-Voting period commences from 9:00 a.m. IST on Wednesday, April 29, 2026 and ends at 5:00 p.m. IST on Thursday, May 28, 2026. During this period, Members holding shares either in physical form or in dematerialised form, as on Friday, April 24, 2026; i.e. cut-off date, may cast their vote electronically. Once the vote on a resolution is cast by the Member, he/she shall not be allowed to change it subsequently or cast vote again.

  3. The Company has engaged the services of MUFG Intime India Private Limited ("MUFG" or "RTA") for providing remote e-Voting facility to all its members. Members desiring to exercise their vote through the remote e-Voting process are requested to carefully read the instructions indicated in the "Notes" section of this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of this Notice for casting of votes by remote e-Voting not later than 5:00 p.m. IST on Thursday, May 28, 2026. The remote e-Voting facility will be disabled immediately thereafter.

  4. Pursuant to the provisions of Section 110 of the Act read with the Rules and the MCA Circular(s), your Company has an option to seek the approval of the Members through Postal Ballot (via remote e-Voting) for the above-mentioned resolutions, instead of getting the same passed at a General Meeting. Accordingly, if the resolutions are approved by the Members through Postal Ballot via remote e-Voting, it shall be deemed to have been passed as if the same have been passed at a General Meeting of the Members convened in this regard.

The resolutions, if passed by requisite majority, shall be deemed to have been passed on Thursday, May 28, 2026, being the last day of remote e-Voting.

  1. All the members of the Company as on the Cut-off date shall be entitled to vote in accordance with the process specified in this Notice. Any person who is not a member on the Cut-off date shall treat this Notice for information purpose only. Further, members who have not received this Notice due to non-registration of their e-mail addresses with the Company/ RTA/Depositories, are also entitled to vote in such manner as set out in this Notice.

  2. Upon completion of the scrutiny of the votes cast through e-Voting the Scrutiniser will submit his report to the Chairman or any person authorised by him. The results of the Postal Ballot and e-Voting shall be announced on or before Monday, June 1, 2026. The said results would be intimated to the National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed and will also be uploaded on the websites of the Company, the stock exchanges and MUFG and shall also be displayed on the notice board at the registered office and corporate office of the Company. The Scrutiniser's decision on the validity of the Postal Ballot shall be final.

  3. A Member cannot exercise his vote by proxy on Postal Ballot.

  4. In case of joint holders, only such joint holder who is higher in the order of names will be entitled to vote.

  5. All documents referred to in this Notice will be available for inspection through electronic mode for the Members of the Company during working hours on all working days upto and including the last date for remote e-Voting i.e., Thursday, May 28, 2026. Members seeking to inspect the documents can send an e-mail to [email protected] with subject line "Inspection of Documents of Postal Ballot Notice dated April 24, 2026."

  6. For receiving copy of the Notice electronically, the Members who have not yet registered their email addresses are requested to send an email to [email protected] by mentioning the Shareholder Name, Folio No. / DP ID and Client ID.

  7. The Company hereby requests all its members to register their email addresses, if not yet registered, to promote green initiative and to enable the Company to provide all communications to the members through email.

  8. Registration of e-mail ID

Members who have not registered their email IDs so far are requested to update the same as per the following procedure:

Physical Holding Provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and reverse), Permanent Account Number ("PAN") (self-attested scanned copy), AADHAR (self-attested scanned copy) by email to [email protected] and copy to the Company at [email protected]
Demat Holding Provide demat account details (CDSL – 16 digit beneficiary ID or NSDL -16 digit DPID + CLID), Name of shareholder, client master or copy of consolidated account statement, PAN(self-attested scanned copy), AADHAR (self-attested scanned copy) by email to [email protected] and copy to the Company at [email protected].

The format of Form ISR-1 and other relevant forms are available on the website of RTA https://web.in.mpms.mufg.com/KYC-downloads.html and at the website of the Company at https://www.lodhagroup.com/investor-relations/shareholder-information.

  1. SEBI vide its circular dated January 25, 2022, has mandated that the listed companies shall henceforth issue the securities in dematerialised form only, while processing service requests such as issue of duplicate share certificates, transmission, transposition, etc. Accordingly, members who still hold shares in physical form are advised to dematerialise their holdings.

LODHA DEVELOPERS LIMITED

  1. Mr. Shravan Gupta (ACS No. 27484, CoP No. 9990), Shravan A. Gupta & Associates, Practicing Company Secretaries, has been appointed as the Scrutiniser, for conducting the Postal Ballot and e-Voting process in a fair and transparent manner. The Scrutiniser's decision on the validity of remote e-Voting will be final.

  2. Process and manner for remote e-Voting:

In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants.

Shareholders are advised to update their mobile number and email Id correctly in their demat accounts to access remote e-Voting facility.

Login method for individual shareholders holding securities in demat mode:

(A) Individual shareholders holding securities in demat mode with NSDL

METHOD 1 - NSDL OTP based login

a) Visit URL: https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp
b) Enter your 8 - character DP ID, 8 - digit Client Id, PAN, verification code and generate OTP.
c) Enter the OTP received on your registered email ID/ mobile number and click on login.
d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services.
e) Click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-Voting period.

METHOD 2 - NSDL IDEAS facility

Shareholders registered for IDEAS facility:

a) Visit URL: https://eservices.nsdl.com and click on "Beneficial Owner" icon under "IDEAS Login Section".
b) Enter IDEAS User ID, Password, Verification code & click on "Log-in".
c) Post successful authentication, you will be able to see e-Voting services under Value added services section. Click on "Access to e-Voting" under e-Voting services.
d) Click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-Voting period.

Shareholders not registered for IDEAS facility:

a) To register, visit URL: https://eservices.nsdl.com and select "Register Online for IDEAS Portal" or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
b) Enter 8-character DP ID, 8-digit Client ID, Mobile no, Verification code & click on "Submit".
c) Enter the last 4 digits of your bank account / generate 'OTP'
d) Post successful registration, user will be provided with Login ID and password.

e) Follow steps given above in points (a-d).

img-0.jpeg

METHOD 3 - NSDL e-Voting website

a) Visit URL: https://www.evoting.nsdl.com
b) Click on the "Login" tab available under 'Shareholder/ Member' section.
c) Enter User ID (i.e., your 16-digit demat account no. held with NSDL), Password/OTP and a Verification Code as shown on the screen & click on "Login".
d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services.
e) Click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-Voting period.

(B) Individual shareholders holding securities in demat mode with CDSL

METHOD 1 - CDSL e-Voting page

a) Visit URL: https://www.cdslindia.com.
b) Go to e-Voting tab.
c) Enter 16-digit Demat Account Number (BO ID) and PAN No. and click on "Submit".
d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account
e) Post successful authentication, user will be able to see e-Voting option. The evoting option will have links of e-Voting service providers i.e., MUFG InTime. Click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-Voting period.

METHOD 2 - CDSL Easi/ Easiest facility:

Shareholders registered for Easi/ Easiest facility:

a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or Visit URL: www.cdslindia.com, click on "Login" and select "My Easi New (Token)".


Postal Ballot Notice

b) Enter existing username, Password & click on "Login".
c) Post successful authentication, user will be able to see e-Voting option. The evoting option will have links of e-Voting service providers i.e., MUFG InTime. Click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-Voting period.

Shareholders not registered for Easi/ Easiest facility:

a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Home/EasiRegistration / https://web.cdslindia.com/myeasitoken/Home/EasiestRegistration.
b) Proceed with updating the required fields for registration.
c) Post successful registration, user will be provided username and password on the registered email id. Follow steps given above in points (a-c).

(C) Individual shareholders holding securities in demat mode with Depository Participant

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for e-Voting facility.

a) Login to DP website
b) After Successful login, user shall navigate through "e-Voting" option.
c) Click on e-Voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-Voting feature.
d) Post successful authentication, click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-Voting period.

(D) Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode.

Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-Voting may register and vote on InstaVote as under:

STEP 1: LOGIN / SIGNUP on InstaVote

Shareholders registered for INSTAVOTE facility:

a) Visit URL: https://instavote.linkintime.co.in & click on "Login" under 'SHARE HOLDER' tab.
b) Enter details as under:

  1. User ID: Enter User ID
  2. Password: Enter existing Password
  3. Enter Image Verification (CAPTCHA) Code

  4. Click "Submit".

(Home page of e-Voting will open. Follow the process given under "Steps to cast vote for Resolutions")

img-1.jpeg

Shareholders not registered for INSTAVOTE facility:

a) Visit URL: https://instavote.linkintime.co.in & click on "Sign Up" under 'SHARE HOLDER' tab & register with details as under:

  1. User ID: Enter User ID
  2. PAN: Enter your 10-digit PAN (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

img-2.jpeg

  1. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP/ Company - in DD/MM/YYYY format)
  2. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/ Company.

  3. Shareholders, holding shares in NSDL form, shall provide 'point 4' above.

  4. Shareholders, holding shares in CDSL form, shall provide 'point 3' or 'point 4' above.
  5. Shareholders, holding shares in physical form but have not recorded 'point 3' and 'point 4', shall provide their Folio number in 'point 4' above

  6. Set the password of your choice.

(The password should contain minimum 8 characters, at least one special Character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

  1. Enter Image Verification (CAPTCHA) Code.
  2. Click "Submit" (You have now registered on InstaVote).

Post successful registration, click on "Login" under 'SHARE HOLDER' tab & follow steps given above in points (a-b).

STEP 2: Steps to cast vote for resolutions through InstaVote

a) Post successful authentication and redirection to InstaVote inbox page, you will be able to see the "Notification for e-Voting".


LODHA DEVELOPERS LIMITED

b) Select 'View' icon. E-voting page will appear.
c) Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the 'View Resolution' file link).
d) After selecting the desired option i.e. Favour / Against, click on 'Submit'.
e) A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote.

NOTE: Shareholders may click on "Vote as per Proxy Advisor's Recommendation" option and view proxy advisor recommendations for each resolution before casting vote. "Vote as per Proxy Advisor's Recommendation" option provides access to expert insights during the e-Voting process. Shareholders may modify their vote before final submission.

Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently.

Non-Individual Body corporate shareholders shall send a scanned copy of the board resolution authorising its representative to vote, to the scrutiniser at [email protected] with a copy marked to RTA at [email protected] and the Company at [email protected].

(E) Guidelines for Institutional shareholders ("Custodian / Corporate Body/ Mutual Fund")

STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration

a) Visit URL: https://instavote.linkintime.co.in
b) Click on "Sign Up" under "Custodian / Corporate Body/ Mutual Fund"
c) Fill up your entity details and submit the form.
d) A declaration form and organisation ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].
e) Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person's email ID. (You have now registered on InstaVote)

STEP 2 – Investor Mapping

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) Click on "Investor Mapping" tab under the Menu section
c) Map the Investor with the following details:

1) 'Investor ID' – Investor ID for NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678; Investor ID for CDSL demat account is 16 Digit Beneficiary ID.

2) 'Investor's Name - Enter Investor's Name as updated with DP.
3) 'Investor PAN' - Enter your 10-digit PAN.
4) 'Power of Attorney' - Attach Board resolution or Power of Attorney.

NOTE: File Name for the Board resolution/ Power of Attorney shall be - DP ID and Client ID or 16 Digit Beneficiary ID.

Further, Custodians and Mutual Funds shall also upload specimen signatures.

d) Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the "Report section".

STEP 3 – Steps to cast vote for resolutions through InstaVote

The corporate shareholder can vote by two methods, during the remote e-Voting period.

METHOD 1 - VOTES ENTRY

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) Click on "Votes Entry" tab under the Menu section.
c) Enter the "Event No." for which you want to cast vote.

Event No. can be viewed on the home page of InstaVote under "On-going Events".

d) Enter "16-digit Demat Account No.".
e) Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the 'View Resolution' file link). After selecting the desired option i.e. Favour / Against, click on 'Submit'.
f) A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote.

(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

METHOD 2 - VOTES UPLOAD

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) After successful login, you will see "Notification for e-Voting".
c) Select "View" icon for "Company's Name / Event number".
d) E-voting page will appear.
e) Download sample vote file from "Download Sample Vote File" tab.
f) Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under "Upload Vote File" option.


Postal Ballot Notice

g) Click on 'Submit'. 'Data uploaded successfully' message will be displayed.

(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

NOTE: Non-Individual Body corporate shareholders shall send a scanned copy of the board resolution authorising its representative to vote, to the scrutiniser at [email protected] with a copy marked to the RTA at [email protected] and to the Company at [email protected].

(F) HELPDESK:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 - 4918 6000.

Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

Login type Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL Members facing any technical issue in login can contact NSDL helpdesk by sending request at [email protected] or call at: 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL Members facing any technical issue in login can contact CDSL helpdesk by sending request at [email protected] or contact at toll free no. 1800 22 55 33

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LODHA DEVELOPERS LIMITED

EXPLANATORY STATEMENT

Pursuant to Section 102 of the Companies Act, 2013 ("Act")

Item No. 1

Mr. Akhil Gupta (DIN 00028728) was appointed as an Additional Director of the Company (category Non Executive, Independent), by the Board on April 24, 2026, based on the recommendation of the Nomination and Remuneration Committee ("NRC"), for a first term of five consecutive years, with effect from April 24, 2026 to April 23, 2031, not liable to retire by rotation, subject to approval of the members of the Company, as per the provisions of the Act, the Memorandum and Articles of Association and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

Brief profile of Mr. Akhil Gupta is as follows:

Mr. Akhil Gupta is a qualified Chartered Accountant with over 40 years of professional experience. He has deep knowledge and expertise in the telecom sector, fund raising, mergers & acquisitions and strategic business transformation. He is the former Vice Chairman of Bharti Enterprises Limited and has played a pivotal role in the phenomenal growth of Bharti Group since its inception. He is the recipient of numerous awards which include Tele.Net Outstanding Contribution to Infrastructure and Telecom Development Award, ET Telecom Lifetime Achievement Award, Voice & Data Lifetime Contribution Award, EY Entrepreneur of the Year Award as an Entrepreneur CEO, CA Lifetime Achievement Award by ICAI, CA Global Achiever Award by ICAI, Lifetime Achievement Award by Amity University, CEO of the Year award at National Telecom Awards, CA Business Achiever award by ICAI, Asia Corporate Dealmaker award at the Asia Pacific M&A Atlas Awards, Best CFO awards in multiple categories by CNBC-TV18 and induction to Hall of Fame by CFO India. He is President Emeritus of the Telecom Sector Skill Council, a member of the CII National Committee on Telecom & Broadband and a member of CII Task Force on Insolvency and Bankruptcy. In the past, he was Chairman of Digital Infrastructure Providers Association and a member of the Advisory Committee on Service Providers of Insolvency and Bankruptcy Board of India and Sub Committee of Insolvency Law Committee, Government of India.

Mr. Akhil Gupta has confirmed his eligibility and has given his consent to act as an Independent Director of the Company. The Company has received a declaration from him confirming that (i) he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations; (ii) he is not disqualified from being appointed as a Director in terms of Section 164 of the Act; (iii) he is not debarred from holding office of director pursuant to any order of SEBI, MCA or any such other Statutory Authority; and (iv) he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence. Further, Mr. Akhil Gupta has confirmed that he has successfully registered himself in the Independent Directors' Databank maintained by the Indian Institute of Corporate Affairs.

The NRC has evaluated the candidature of Mr. Akhil Gupta vis à vis the qualifications and attributes laid down in the Nomination and Remuneration Policy and the Board Diversity Policy of the Company and the balance of skills, knowledge and experience of the present members of the Board and then recommended the same to the Board. The NRC has also considered the time commitments of Mr. Akhil Gupta in view of his directorships and membership / chairpersonship in committees in other companies, which are within the limits prescribed under the Act and the Listing Regulations.

In the opinion of the Board, Mr. Akhil Gupta fulfils the conditions specified in the Act, Rules and the Listing Regulations, for appointment as an Independent Director of the Company and is independent of management of the Company. He has diversified experience in the fields of governance, compliance, finance, strategic leadership & management, fund raising, risk management and global business.

As part of his terms of appointment, Mr Akhil Gupta would be entitled to remuneration including sitting fees and / or commission as determined by the NRC and the Board, within the limits approved by the Members of the Company, from time to time and as permitted by law.

The Company has received a notice from a Member under Section 160 of the Act, proposing the candidature of Mr. Akhil Gupta as Independent Director of the Company as per the applicable provisions of the Act.

The draft letter of appointment of independent directors, setting out terms & conditions of their appointment, is available for inspection by members and is also disclosed on the Company's website at https://www.lodhagroup.com/investor-relations/shareholder-information. Members seeking to inspect such document(s) can send a request from their registered e-mail address to the Company, alongwith their DP/ Client ID to [email protected].

The requisite details and information pursuant to Regulation 36(3) of the Listing Regulations, the Act and Secretarial Standards, as on the date of Notice, are annexed hereto and forms an integral part of this notice.

Further, in terms of the Regulation 17(1A) of the Listing Regulations, with effect from April 1, 2019, no listed company shall appoint or continue the appointment of a non-executive director, who has attained the age of 75 years, unless a special resolution is passed to that effect.

In this regard, Members may note that Mr. Akhil Gupta will attain the age of 75 years during his tenure as Independent Director of the Company. The Board firmly believes that Mr Gupta brings significant value to the Board on account of his stature, diversified experience, professional competence and strong financial background. The Board is of the opinion that his continued association and expert guidance will be of immense benefit to the Company, especially in areas requiring strategic financial oversight and corporate governance. Accordingly, the Board recommends the Special Resolution set out at item no. 1 of this Notice for approval of the Members.

Save and except Mr. Akhil Gupta and his relatives, to the extent of their shareholding, if any, in the Company, none of the Directors or Key Managerial Personnel of the Company or their relatives, are in any way concerned or interested, financially or otherwise, in the resolution as set out at item no.1 of this Notice.

Item No. 2:

Mr. Lee Polisano (DIN: 09254797) was appointed as an Independent Director of the Company at the Annual General Meeting held on September 3, 2021, for a first term of five consecutive years from July 30, 2021 and holds office upto July 29, 2026.

Mr. Lee Polisano has been reappointed as an Independent Director of the Company (category Non Executive, Independent), by the Board on April 24, 2026, based on the recommendation of the NRC, for a


Postal Ballot Notice

second term of five consecutive years, with effect from July 30, 2026 to July 29, 2031, not liable to retire by rotation, subject to approval of the members of the Company, as per the provisions of the Act, the Memorandum and Articles of Association and the Listing Regulations.

Brief profile of Mr. Lee Polisano is as follows:

Mr. Lee Polisano is an internationally recognised architect and urban designer, and the Founding Partner and President of PLP Architecture (UK). He has over 45 years of professional experience and is a Fellow of the American Institute of Architects (FAIA) and a member of the Royal Institute of British Architects (RIBA). He is internationally recognised for his architecture and urban design work, emphasising environmental responsiveness and a passion for innovation. As President and Founding Partner, Mr Polisano sets the design direction of PLP Architecture, shaping its architectural philosophy, culture and long-term vision. His strategic leadership has played a key role in establishing PLP as an internationally recognised practice known for its considered approach to complex urban challenges. Mr. Polisano has led the design of a number of significant developments in London, including major commercial, residential and institutional projects, and has made a substantial contribution to the development of the City of London's Square Mile. His work south of the river includes Bankside Yards, a large-scale net-zero masterplan, alongside a range of workplace and residential developments. His portfolio also includes prominent mixed-use, hospitality and cultural projects in London and internationally. Mr. Polisano has led landmark projects across Europe, the Middle East and Asia, including major commercial, institutional, residential and masterplanning developments. He continues to serve as a global governing trustee of the UL!, maintaining a strong commitment to civic responsibility, environmental excellence and long-term value.

Mr. Lee Polisano has confirmed his eligibility and has given his consent to act as an Independent Director of the Company. The Company has received a declaration from him confirming that (i) he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations; (ii) he is not disqualified from being appointed as a Director in terms of Section 164 of the Act; (iii) he is not debarred from holding office of director pursuant to any order of SEBI, MCA or any such other Statutory Authority; and (iv) he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence. Further, Mr. Lee Polisano has confirmed that he is registered in the Independent Directors' Databank maintained by the Indian Institute of Corporate Affairs in terms of the requirement of the Act.

The NRC, after taking into account Mr. Lee Polisano's performance evaluation during his first term of five years and considering his knowledge, acumen, expertise and diversified experience in the fields of governance, strategic leadership & management, risk management, sustainability, industry and sectoral knowledge and the substantial contribution and time commitment made by him during his first tenure as an Independent Director, has recommended his appointment as an Independent Director to the Board, for a second term of five consecutive years.

In the opinion of the Board, Mr. Lee Polisano fulfils the conditions specified in the Act, Rules and the Listing Regulations, for reappointment as an Independent Director of the Company and is independent of management of the Company.

As part of his terms of appointment, Mr. Lee Polisano would be entitled to remuneration including sitting fees and / or commission as determined by the NRC and the Board, within the limits approved by the Members of the Company, from time to time and as permitted by law.

The Company has received a notice from a Member under Section 160 of the Act, proposing the candidature of Mr. Lee Polisano as an Independent Director of the Company as per the applicable provisions of the Act.

The draft letter of appointment of independent directors, setting out terms & conditions of their appointment, is available for inspection by members and is also disclosed on the Company's website at https://www.lodhagroup.com/investor-relations/shareholder-information. Members seeking to inspect such document(s) can send a request from their registered e-mail address to the Company, alongwith their DP/ Client ID to [email protected].

The requisite details and information pursuant to Regulation 36(3) of the Listing Regulations, the Act and Secretarial Standards, as on the date of Notice, are annexed hereto and forms an integral part of this notice.

As per Section 149 of the Act, an Independent Director may hold office for two terms of upto five consecutive years each. Further, in terms of the Regulation 17(1A) of the Listing Regulations, with effect from April 1, 2019, no listed company shall appoint or continue the appointment of a non-executive director, who has attained the age of 75 years, unless a special resolution is passed to that effect.

In this regard, Members may note that Mr. Lee Polisano will attain the age of 75 years during his proposed second tenure as an Independent Director of the Company. He brings immense value to the Board on account of his international stature, professional competence and distinguished background in architecture and urban design. The Board believes that his continued association and global expertise will be of great benefit to the Company, particularly in enhancing strategic oversight of large-scale sustainable developments and innovation. Accordingly, the Board recommends the Special Resolution set out at item no. 2 of this Notice for approval by the Members.

Save and except Mr. Lee Polisano and his relatives, to the extent of their shareholding, if any, in the Company, none of the Directors or Key Managerial Personnel of the Company or their relatives, are in any way concerned or interested, financially or otherwise, in the resolution as set out at item no.2 of this Notice.

By Order of the Board

For Lodha Developers Limited

Sd/-

Sanjyot Rangnekar

Company Secretary & Compliance Officer

Membership No. F4154

Registered office

412, Floor 4, 17G Vardhaman Chamber, Cawasji Patel Road, Horniman Circle, Fort, Mumbai - 400001

CIN: L45200MH1995PLC093041

Date: April 24, 2026

Place: Mumbai


LODHA DEVELOPERS LIMITED

DISCLOSURES RELATING TO DIRECTORS PURSUANT TO REGULATION 36(3) OF THE LISTING REGULATIONS AND SS-2 ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

Name Mr. Akhil Gupta Mr. Lee Polisano
DIN 00028728 09254797
Date of birth December 22, 1955 May 21, 1952
Age (in years) 70 years 74 years
Original date of appointment April 24, 2026 July 30, 2021
Qualifications Chartered Accountant Fellow of the American Institute of Architects (FAIA) and member of the Royal Institute of British Architects (RIBA)
Experience and expertise in specific functional areas • Governance
• Strategic leadership & management
• Risk management
• Financial literacy
• Fund raising
• Global business • Governance
• Strategic leadership & management
• Risk management
• Sustainability
• Industry and sectoral experience
Shareholding in the Company including shareholding as a beneficial owner Nil Nil
Terms and conditions of appointment/ re-appointment Proposed to be appointed as an Independent Director for a first term of five consecutive years from April 24, 2026 to April 23, 2031, not liable to retire by rotation. Proposed to be re-appointed as an Independent Director for a second term of five consecutive years from July 30, 2026 to July 29, 2031, not liable to retire by rotation.
Remuneration drawn in FY26 (sitting fees & commission) Not Applicable ₹ 4.30 million
Remuneration proposed to be paid Sitting fees and / or commission as may be approved by the NRC/Board from time to time, within the limits stipulated under section 197 of the Act and as approved by the shareholders of the Company. Sitting fees and / or commission as may be approved by the NRC/Board from time to time, within the limits stipulated under section 197 of the Act and as approved by the shareholders of the Company.
Number of Board meetings attended during FY26 Not Applicable 9 out of 10
Relationship with other directors / KMPs None None
Listed companies Listed companies
• 360 ONE WAM Limited Nil
Unlisted companies Unlisted companies
Directorship in other Indian companies (including equity listed companies) • Zepto Limited
• Bharti Life Insurance Company Limited
• Acevector Limited
• Avanti Investfin Private Limited
• Gemini Estates Private Limited
• Inversion Management Services Private Limited
• Inversion Business Solutions Private Limited
• Inversion Advisory Services Private Limited Nil
Audit committee CSR committee
Membership/ Chairmanship of Board committees in Indian companies • 360 One Wam Limited (member)
• Acevector Limited (member)
• Zepto Limited (Chairman) Lodha Developers Limited (member)
ESG Committee
Lodha Developers Limited (Chairman)
Equity listed entities (in India) from which the person has resigned as Director in past 3 years None None
Relationship with other Directors, manager, KMP of the Company None None