The Board of Directors take pleasure in presenting
their 61^st Annual Report on the business and
operations of the Company, together with the
audited financial statements for the Financial Year
ended 31 March 2026.

Financial and Operational Highlights

(' in crore)

Note: The numbers have been rounded off and are extracted
from the audited standalone and consolidated financial
statements of the Company.

Financial Performance Review and Analysis

The Company delivered a strong financial
performance during the period. Consolidated
revenue (including other income) grew to

' 9,816 crore, delivering a 9% growth, as compared
to the previous year. The Company’s operational
performance remained robust with record collections
of ' 13,517 crore backed by high collection efficiency
across all our projects. As a direct outcome of strong
cash generation, your Company has achieved its
goal of zero gross debt in the development business
ahead of the estimated timelines and consequently
operates with a further strengthened balance sheet.
Consolidated EBITDA stood at ' 3,070 crore. Your
Company recorded a total comprehensive income
of ' 4,408 crore during the year as compared to
' 4,356 crore in the previous year.

DLF Cyber City Developers Limited

DLF Cyber City Developers Limited (DCCDL)
reported a consolidated total income of ' 7,393
crore, reflecting 15% growth over the previous
period, primarily led by the rental growth in the
office and retail portfolio. DCCDL’s consolidated
EBITDA stood at ' 5,718 crore in FY 2025-26
in comparison to ' 4,949 crore in FY 2024-25,
reflecting a 16% growth over the previous period.
Total comprehensive income stood at ' 2,721 crore,
reflecting a 11% growth over the previous year,
which included an exceptional item of ' 489 crore
on account of sale of Kolkata IT Park.

Review of Business

Development Business

The development business continued to deliver
sustained performance with total new sales
bookings for the fiscal at ' 20,143 crore.

The continued momentum in the development
business was backed by successful launches of
‘DLF Privana North’ in Gurugram and ‘The Westpark’
in Mumbai. DLF’s super luxury offering - ‘The Dahlias’
in Gurugram also continued to witness strong and
sustained customer demand during the financial year.

Annuity Business

The annuity business performed well with robust
earnings and continues to demonstrate steady
growth and operate at a high occupancy level
of 95%.

The retail business continued its growth trajectory
by delivering 11% growth as compared to the
previous year. All the retail malls continue to operate
at high occupancy levels and deliver healthy growth.

During the financial year, the business witnessed
~0.37 million square meter (~4 million square feet)
of new additions to the portfolio across Gurugram,
Chennai and New Delhi.

Dividend

The Company continues to consistently reward
its shareholders with a growing dividend payout.
The Board has recommended a dividend of ' 8/- per
equity share (400%) [previous year ' 6/- per equity
share] of the face value of ' 2/- each for FY 2025-26,
payable to those shareholders, whose names
appear in the Register of Members/ list of Beneficial
Owners, provided by the Depositories, on the
record date. The recommended dividend reflect a
year-on-year growth of 33%.

The total outgo on account of payment of dividend
for FY 2025-26 would be ' 1,980.25 crore (previous
year ' 1,485.19 crore).

Dividend payout is subject to the approval of
members at the ensuing Annual General Meeting
(‘AGM’) and shall also be subject to the deduction
of tax at source.

The dividend payout is in accordance with the
prevalent applicable laws and the Company’s
Dividend Distribution Policy, pursuant to the
provisions of Regulation 43A of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
as amended (‘SEBI Listing Regulations’). The said
Policy is available on the website of the Company
atDividend Distribution Policy.

Capital Structure

The paid-up equity share capital of the Company
is ' 495.06 crore comprising 2,47,53,11,706 equity
shares of ' 2/- each fully paid-up. There is no
change in the authorised, issued and paid-up share
capital of the Company during FY 2025-26.

Transfer to Reserves

During the financial year, the Company has not
transferred any amount to the general reserve.
The closing balance of the retained earnings of your
Company for FY 2025-26, after all appropriations
and adjustments, was ' 3,786.86 crore.

Credit Rating

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

Public Deposits

During the financial year, the Company has neither
invited nor accepted/ renewed any deposits from
the public within the meaning of Section 73 and 74
of the Companies Act, 2013 (the ‘Act’) read with the
Companies (Acceptance of Deposits) Rules, 2014.

Holding Company

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

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

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

Particulars of Employees

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

Disclosures relating to remuneration and other
details as required under Section 197(12) of the
Act read with Rule 5(1) of the Rules, are given at
Annexure-E and form part of this Report.

Pursuant to the provisions of Section 136(1) of the
Act, the Financial Statements are being sent to the
members and others entitled thereto, excluding
the information on employees particulars specified
under Rule 5(2) and (3) of the Rules. Any member
interested in obtaining such information thereof
may write to the Company Secretary.

Subsidiaries, Joint Ventures, Associate Companies
and Consolidated Financial Statements

As on 31 March 2026, the Company had
92 subsidiary companies in terms of the provisions of

the Act. Further, details of changes in Subsidiaries,
Joint Ventures and Associate Companies during the
financial year are given at Annexure-D and form
part of this Report.

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

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

Material Unlisted Subsidiary(ies)

In terms of the provisions of the SEBI Listing
Regulations, your Company has a Policy for
determining ‘Material Subsidiary’ and the said
policy is available on the Company’s website at
Material Subsidiary Policy.

Pursuant to the merger of DLF Urban Private
Limited with DLF Home Developers Limited, the
number of material subsidiaries of your Company
during FY 2025-26 reduced from four to three,
namely DLF Cyber City Developers Limited (High
Value Debt Listed), DLF Home Developers Limited
and DLF Power & Services Limited.

Based upon the audited financial statements for the
financial year ended 31 March 2026, your Company
has four material subsidiaries, namely DLF Cyber
City Developers Limited, DLF Home Developers
Limited, DLF Power & Services Limited and DLF
Homes Panchkula Private Limited.

Amalgamation/ Arrangement

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

1. Aaralyn Builders & Developers Private Limited,
Afaaf Builders & Developers Private Limited,
Akina Builders & Developers Private Limited,
Arlie Builders & Developers Private Limited,

Atherol Builders & Developers Private Limited,
Cadence Real Estates Private Limited, Demarco
Developers and Constructions Private Limited,
DLF Universal Limited, Hoshi Builders &
Developers Private Limited, Jayanti Real Estate
Developers Private Limited, Mufallah Builders
& Developers Private Limited, Ophira Builders
& Developers Private Limited, Oriel Real
Estates Private Limited, Sagardutt Builders &
Developers Private Limited, Vamil Builders &
Developers Private Limited and Verano Builders
& Developers Private Limited (Transferor
Companies) with DLF Limited (Transferee
Company) vide Order dated 14 January 2026
w.e.f. the Appointed date of 1 April 2024.

2.    Bhamini Real Estate Developers Private Limited
and DLF Urban Private Limited (Transferor
Companies) with DLF Home Developers
Limited (Transferee Company) vide Order
dated 13 February 2026 w.e.f. the Appointed
date of 1 April 2024.

3.    Adoncia Builders & Developers Private
Limited, Amandla Builders & Developers
Private Limited, Berit Builders & Developers
Private Limited, Invecon Private Limited,
Manini Real Estates Private Limited, Murdock
Builders & Developers Private Limited, Prewitt
Builders & Constructions Private Limited and
Uni International Private Limited (Transferor
Companies) with Highvista Buildcon Private
Limited (formerly Vikram Electric Equipment
Private Limited) (Transferee Company) vide
Order dated 18 February 2026 w.e.f. the
Appointed date of 1 April 2024.

Listing at Stock Exchanges

The equity shares of your Company are listed on
National Stock Exchange of India Limited (NSE) and
BSE Limited (BSE).

Management Discussion and Analysis Report

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

Corporate Governance Report

The Company is committed to sound corporate
governance practices as well as compliance with all
applicable laws and regulations. The Board believes
that adopting the highest level of ethical principles
will ensure that DLF continues to be the leading
Company in the real estate sector. The Corporate
Governance Report, as stipulated under Regulation
17 to 27 and Clause (b) to (i) of Regulation 46(2)
and Paragraph C, D and E of Schedule V of the SEBI
Listing Regulations, forms part of the Annual Report.

The requisite certificate from Makarand M. Joshi
& Co., Company Secretaries, Secretarial Auditor
of the Company, confirming compliance with the

conditions of corporate governance, as stipulated
under the SEBI Listing Regulations, is annexed to
the Corporate Governance Report.

Directors and Key Managerial Personnel

During FY 2025-26, Mr. A.S. Minocha upon
completion of his second term, ceased to be an
Independent Director of the Company w.e.f. the
close of business hours on 19 May 2025. To fill
the resulting vacancy, the Board of Directors at
its meeting held on 19 May 2025 has appointed
Ms. Vinati Kastia Kilambi as an Additional Director
(in independent capacity).

Further, the shareholders in their 60^th AGM held on
4 August 2025 had approved the appointment of
Ms. Vinati Kastia Kilambi as an Independent Director
of the Company, not liable to retire by rotation, for
a term of 5 (five) consecutive years w.e.f. 19 May
2025.

Pursuant to the provisions of Section 152 of the Act
read with the Articles of Association of the Company,
Mr. Ashok Kumar Tyagi, Managing Director and
Ms. Pia Singh, Non-Executive Director, are liable
to retire by rotation at the ensuing AGM and being
eligible, have offered themselves for re-appointment.
The Board of Directors has recommended their
re-appointment. The resolution(s) seeking members
approval for their re-appointment form part of the
AGM Notice.

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

Pursuant to the provisions of Section 203 of the
Act, the Key Managerial Personnel (‘KMP’) of the
Company during FY 2025-26 are Mr. Rajiv Singh,
Chairman (Whole-time Director), Mr. Ashok Kumar
Tyagi and Mr. Devinder Singh, Managing Directors,
Mr. Badal Bagri, Group Chief Financial Officer
and Mr. R.P. Punjani, Company Secretary and
Compliance Officer.

During the year under review, there were no
changes in the KMP of the Company.

Directors’ Responsibility Statement

In terms of the provisions of Section 134(5) of the
Act, your Directors confirm that for the year ended
31 March 2026:

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

(ii)    they have selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent
so as to give a true and fair view of the state
of affairs of the Company as on 31 March 2026
and the profit of the Company for that period;

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

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

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

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

Declaration by Independent Directors

The Independent Directors in their respective
disclosures have confirmed that they are
independent of the Management and not aware
of any circumstances or situation, which exists or
may be reasonably anticipated that could impair or
impact their ability to discharge their duties. Based
on the disclosures received from the Independent
Directors, the Board of Directors are of the opinion
that they fulfill the conditions specified in Section
149(6) of the Act and Regulation 16(1)(b) and 25(8)
of the SEBI Listing Regulations.

Further, the Board is also of the opinion that the
Independent Directors of the Company uphold
the highest standards of integrity and possess
the requisite expertise and experience (including
proficiency), required to fulfill their duties as
Independent Directors.

Confirmation by Directors regarding
Directorship(s)/ Committee Position(s)

Based on the disclosures received, number
of Directorship(s), Committee Membership(s),
Chairmanship(s) of all the Directors are within the
respective limits prescribed under the Act and SEBI
Listing Regulations. Further, none of the Executive
Directors of the Company served as an Independent
Director in any other listed entity. Necessary
disclosures regarding Committee positions in other
public companies and High Value Debt Listed
Entities as on 31 March 2026 have been made by the
Directors and reported in the Corporate Governance
Report, which forms part of the Annual Report.

Certification from Company Secretary in Practice

A certificate has been received from Makarand
M. Joshi & Co., Company Secretaries, pursuant
to Regulation 34(3) and Clause 10(i) of Para C
of Schedule V of the SEBI Listing Regulations,
certifying that none of the Directors on the Board
of the Company have been debarred or disqualified
from being appointed or continuing as Directors of
companies by SEBI, Ministry of Corporate Affairs
(MCA) or any such Statutory Authority and forms part
of the Corporate Governance Report.

Board and its Committees

The Board of Directors met 4 (four) times during
FY 2025-26. Details of the composition of the
Board, its Committees, terms of reference, meetings
held and attendance thereat, are provided in the
Corporate Governance Report, forming part of the
Annual Report.

Auditors and Audit Reports

Statutory Auditors

S.R. Batliboi & Co. LLP, Chartered Accountants
(FRN: 301003E/ E300005) were re-appointed as
the Statutory Auditors of the Company for a second
term of 5 (five) consecutive years from the conclusion
of 57^th AGM till the conclusion of 62^nd AGM.

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

Cost Auditors

Sanjay Gupta & Associates, Cost Accountants
(FRN: 000212) were appointed as the Cost Auditors
of the Company for FY 2025-26 to conduct the
audit of cost records of the Company pertaining to
real estate development activities. Your Company is
maintaining the requisite cost records and the Cost
Audit Report for FY 2025-26, which shall be filed
with the MCA in due course.

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

As per the provisions of Section 148 of the Act
read with the Companies (Audit and Auditors)
Rules, 2014, as amended, the remuneration
payable to the Cost Auditors is required to be
ratified and confirmed by the members in General
Meeting. Accordingly, resolution seeking members’
ratification for the remuneration payable to Sanjay
Gupta & Associates, Cost Accountants is included
in the Notice convening the AGM.

Secretarial Auditor

Makarand M. Joshi & Co., Company Secretaries
(a peer reviewed firm), were appointed as Secretarial
Auditor of the Company for a term of 5 (five)
consecutive years commencing from FY 2025-26 till
FY 2029-30. The Secretarial Audit and Secretarial
Compliance Report(s) for FY ended 31 March
2026 are annexed at Annexure-B. The Secretarial
Audit and Secretarial Compliance Report(s) do
not contain any qualification, reservation, adverse
remark or disclaimer of opinion.

The Auditors have confirmed that they are not
disqualified to continue as Secretarial Auditor of the
Company.

DLF Cyber City Developers Limited, DLF Home
Developers Limited and DLF Power & Services
Limited, material subsidiaries of the Company for
FY 2025-26, have also undergone Secretarial Audit
in accordance with Section 204 of the Act and
Regulation 24A of the SEBI Listing Regulations.

Accordingly, the Secretarial Audit Reports of
DLF Cyber City Developers Limited, DLF Home
Developers Limited and DLF Power & Services
Limited for FY 2025-26 issued by Dr. K.R. Chandratre,
Company Secretary in practice are annexed at
Annexure-B. The said reports are self-explanatory
and do not contain any qualification, reservation,
adverse remark or disclaimer of opinion.

Reporting of Fraud by Auditors

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

Secretarial Standards

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

Corporate Social Responsibility (CSR)

DLF’s CSR efforts are driven by a commitment to
transforming communities for sustainable impact.
Guided by the belief that long-term business
success is closely linked to social well-being,
the Company undertakes focused development
initiatives in environmental sustainability,
education, healthcare, social welfare and sports
promotion.

DLF’s CSR initiatives are primarily implemented
through DLF Foundation, DLF Q.E.C. Educational
Charitable Trust, DLF Q.E.C. Medical Charitable
Trust and CGS Public Charitable Trust, among

others. By collaborating with Government bodies,
civil society organisations, development sector
experts and local communities, the Company
ensures that its initiatives are impactful and aligned
with national priorities and the UN Sustainable
Development Goals.

The Company had appointed Deloitte Touche
Tohmatsu India LLP, an independent agency to
conduct the Impact Assessment of CSR projects/
programmes/ activities, namely (i) Environment
Sustainability; (ii) Golf Excellence; and (iii) Saving
Lives Through Safer Roads, which were completed
during FY 2023-24, the report(s) of which are
available on the Company’s website atCSR Impact
Assessment.

Impact Assessment of the projects/ programmes/
activities, namely Environment Sustainability and
Rural Development, which were completed during
FY 2024-25, would be undertaken during FY 2026-27.

CSR Policy is available on the Company’s website at
Corporate Social Responsibility Policy and CSR
Annual Action Plan for FY 2025-26 is atCSR
Annual Action Plan.

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

Environment and Sustainability

DLF endeavours to excel in three pillars of
sustainability, namely Environmental, Social
and Governance, collectively referred to as ESG
parameters.

The Company has integrated sustainability into
its core business operations, across its residential
and commercial portfolio, ensuring a safe and
sustainable ecosystem for all its stakeholders. Our
entire existing Offices and Retail portfolio holds LEED
Platinum Certification, reflecting our commitment
to sustainability. We continuously strive to develop
new products on similar sustainable principles.

DLF’s rental portfolio has been granted 5 Star
rating in the Global Real Estate Sustainability
Benchmark (GRESB). Further, U.S. Green Building
Council (USGBC) recognizes DLF’s rental business
as global partner in leading the transformation
and regeneration of the built environment across
India and throughout the world.

Pursuant to the provisions of Regulation 34 of
the SEBI Listing Regulations, your Company
has prepared its Business Responsibility and
Sustainability Report (BRSR) for FY 2025-26,
providing an insight into the ESG initiatives of
the Company. The BRSR forms part of the Annual
Report and incorporates the 9 (nine) reportable
principles of ‘National Guidelines on Responsible

Business Conduct’. Your Company has engaged
PricewaterhouseCoopers Services LLP for the
preparation of BRSR.

Further, pursuant to the SEBI Master Circular
dated 11 July 2023 (updated on 30 January 2026),
your Company had appointed SGS India Private
Limited, an independent assurance provider to
provide assurance for BRSR Core indicators,
consisting of Key Performance Indicators under
the ESG attributes. BRSR for FY 2025-26 including
the reasonable assurance report is annexed
at Annexure-G of this Report. The Company’s
Business Responsibility and Sustainability Policy
is available at Business Responsibility and
Sustainability Policy.

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

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

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

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

The Company has maintained rigorous safety
standards, vetted by world-class independent
organisations like British Safety Council, U.K.

The testimony to this is that DLF is the only Group
globally, which has been conferred with 21 ‘Sword
of Honour’ Awards by them in a single year,
a pinnacle of safety standards across the world.
DLF has achieved the highest number of Sword
of Honour Awards, consecutively for the last eight
years, maintaining its global leadership position
in the field of Occupational Health and Safety.
During FY 2025-26, DLF has been conferred with
20 ‘Sword of Honour’ Awards.

The DLF Group continued to lead the global
leaderboard during FY 2025-26, having awarded
34 LEED Zero Water Certifications by USGBC.
Further, DLF achieved and certified as the largest
Platinum WiredScore certified portfolio in the World.

Annual Return

The Annual Return for FY 2025-26 as required
under Section 92(3) of the Act read with the
Companies (Management and Administration)
Rules, 2014, as amended, is available at Annual
Return 2025-26.

Awards and Accolades

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

Particulars of Loans, Guarantees, Securities and
Investments

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

Transactions with Related Parties

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

The Company’s Policy on Related Party Transactions
is in accordance with the requirements of the Act
and SEBI Listing Regulations, which regulates the
transactions between the Company and its related
party(ies). The said Policy is available on the
Company’s website atRelated Party Transactions
Policy. The Policy intends to ensure that proper
reporting, approval and disclosure processes are in
place for all related party transactions.

All contracts, arrangements and transactions
entered by the Company with related party(ies)
during FY 2025-26, were in the ordinary course
of business and on an arm’s length basis and
were carried out with prior approval of the Audit
Committee. All approved related party transactions
were periodically reported to the Audit Committee
for its review. Further, all such transactions were
entered on the terms and conditions, as approved

by the Audit Committee. No Material Related
Party Transaction was entered during the financial
year by the Company. Accordingly, the disclosure
of related party transactions, as required under
Section 134(3)(h) of the Act in Form AOC-2 is not
applicable to the Company for FY 2025-26 and
hence, does not form part of this Report.

Nomination and Remuneration Policy

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

The Nomination and Remuneration Policy includes
matters related to the Director’s appointment and
remuneration including the criteria for determining
qualifications, positive attributes, independence of a
Director and other related matters. The Nomination
and Remuneration Policy is aimed at inculcating
a performance-driven culture. Through its
comprehensive compensation program, the
Company endeavours to attract, retain, develop and
motivate a high-performance workforce. The said
Policy is available on the Company’s website at
Nomination and Remuneration Policy.

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

Based on the recommendation of the NRC, the
Board of Directors decides the commission payable
to the Executive Directors and Non-Executive
Directors, out of the profits of the Company for the
financial year within the ceiling as prescribed under
the Act. The criteria for payment of commission is
mentioned in the Corporate Governance Report,
which forms part of the Annual Report.

Succession Planning

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

Continuity Planning

The Company has formalised a Continuity Planning
framework to ensure uninterrupted business

operations during unforeseen circumstances affecting
key personnel. Distinct from succession planning,
this framework focuses on immediate operational
continuity through identification and training of
alternate personnel across business verticals, thereby
strengthening organisational resilience and ensuring
seamless continuity of critical business functions.

Annual Evaluation of the Board, its Committees
and Individual Directors

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

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

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

Individual Directors are evaluated in the context
of the role played by each Director as a member
of the Board at its meetings, in assisting the
Board in realising its role in strategic supervision
of the functioning of the Company in pursuit of
its purpose and goals. While the Board evaluated
its performance as per the parameters laid
down by the NRC, the evaluation of Individual
Directors was carried out as per the laid down
parameters, anonymously in order to ensure
objectivity. The Independent Directors of the
Board also reviewed the performance of the Non¬
Independent Directors, Chairperson and the Board
as a whole, pursuant to Schedule IV of the Act and
Regulation 25 of the SEBI Listing Regulations.

The overall outcome of the Board evaluation
process was positive and the Directors expressed
satisfaction with the performance and effectiveness
of the Board, its Committees and Individual Directors.
For further details, please refer to the Corporate
Governance Report, which forms part of this Report.

Internal Financial Controls

The Company has a robust and well-embedded
system of internal financial controls. This ensures
that all assets are safeguarded and protected

against loss from any unauthorised use or
disposition and all transactions are authorised,
recorded and reported correctly. An extensive
risk-based programme of internal audit and
management reviews provide assurance on the
effectiveness of internal financial controls, which
are continuously monitored through management
reviews, self-assessment, functional experts,
independent annual assessments as well as by
the Statutory/ Internal Auditors during the course
of their audits.

The internal audit for FY 2025-26 was entrusted to
PricewaterhouseCoopers Services LLP. The main
thrust of internal audit was to test and review
controls, carry out appraisal of risks and business
processes and also benchmarking controls with the
best industry practices.

The internal control system ensures compliance
with all applicable laws and regulations and
facilitates optimum utilisation of available resources
and protects the interests of all stakeholders.
The Company has clearly defined Policies,
Standard Operating Procedures (SOPs), Financial
and Operational Delegation of Authority and
organisational structure for its business functions to
ensure smooth conduct of the business. During the
year, your Company has successfully transitioned
to SAP Enterprise Resource Planning (ERP)
platform, marking a significant milestone in its
digital transformation journey to enhance process
integrations, efficiencies and data-driven decision
making. The compliance initiatives taken by the
Company have been reported in the Corporate
Governance Report, which forms part of the Annual
Report.

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

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

Insider Trading Code

The ‘DLF Code of Conduct to Regulate, Monitor and
Report trading by Designated Persons and their
Immediate Relatives’ (‘DLF Code’) is in compliance
with the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015,
as amended (‘SEBI PIT Regulations’). DLF Code is
available on the Company’s website at Code of
Conduct-PIT Regulations.

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

Risk Management

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

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

The ‘Outlook on Risks and Concerns’ has been
covered in the Management Discussion and
Analysis Report, which forms part of the Annual
Report.

Significant and Material Orders passed by
Regulators or Courts or Tribunals

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

Details pertaining to proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (‘IBC’)
during the year along with the status as at the end
of the financial year are as under:

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

(‘CMA’) i.e. Grant Thornton Bharat LLP, out of the
total claims of ~' 607.04 crore.

With respect to claims after 15 October 2018,
the Company has also filed an application under
Section 11 of the Arbitration and Conciliation
Act, 1996 before the Hon’ble Delhi High Court,
praying to appoint a sole arbitrator to adjudicate
the disputes between the parties. The same was
dismissed by the Hon’ble Delhi High Court vide
order dated 21 December 2022 and observed that,
CMA shall consider the claims already submitted by
the petitioner, in accordance with law.

The Company has filed Special Leave Petition
before the Hon’ble Supreme Court of India,
challenging the order dated 21 December 2022.
The Hon’ble Supreme Court of India vide order
dated 8 December 2023 issued Notice to IL&FS. The
matter is to be listed in due course.

The parties have now agreed to settle all disputes
and withdraw all inter-se proceedings, pursuant
to a Settlement Agreement dated 23 March 2026,
executed between the Company and IL&FS.
Upon payment of the Settlement Amount, all
pending litigations between the Parties shall be
unconditionally withdrawn.

Vigil Mechanism/ Whistle Blower Policy

The Company has established the necessary
vigil mechanism for Directors and employees in
compliance with Section 177(9) of the Act and
Regulation 22 of the SEBI Listing Regulations,
to report their genuine concerns or grievances
regarding any unethical behaviour at the
workplace. The Company’s Whistle Blower Policy
is available on the website of the Company at
Whistle Blower Policy. During the year, 2 (two)
complaints were received by the Company/
subsidiary(ies), under the Whistle Blower
Mechanism, which were duly investigated and
appropriate actions were taken and stand closed.

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

The Company continues to follow a robust
anti-sexual harassment Policy on ‘Prevention,
Prohibition and Redressal of Sexual Harassment
of Women at Workplace’ (‘POSH’) in accordance
with The Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal)
Act, 2013 and Rules made thereunder.
The Company has set-up an Internal Committee
for redressal of complaints relating to sexual
harassment.

The Committee includes senior officials from the
Company, an independent member from an NGO
and a legal representative as external members.
The Committee constituted in compliance with

POSH, ensures a free and fair enquiry process with
clear timelines for resolution.

The Company regularly conducts POSH awareness
programmes, using diverse training methodologies
including e-learning, in-person and virtual sessions.
It also celebrates key occasions dedicated to
women and organizes empowerment workshops
through ‘Empower Her’ series.

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

During the financial year, neither any complaint
was reported nor any complaint was pending for
disposal.

Maternity Benefit Compliance

The Company has complied with the provisions
of the Maternity Benefit Act, 1961, as amended
from time to time. Adequate facilities and support,
including paid maternity leave and nursing breaks,
have been extended to eligible women employees
during the financial year. The Company remains
committed to ensuring a safe, supportive and
inclusive workplace for all its employees.

Other Information

During the year under review:

•    there has been no material changes and
commitments, affecting the financial position of
the Company, which have occurred between the
end of the financial year to which the financial
statements relate and the date of the report;

•    there has been no issue of equity shares with
differential rights as to dividend, voting or
otherwise;

•    there has been no issue of shares (including
sweat equity shares) under any scheme;

•    the Company does not have any Employee
Stock Option Scheme;

•    there has been no change in the nature of
business of the Company;

•    there was no instance of one-time settlement
with any Bank or Financial Institution; and

•    the equity shares of the Company have not
been suspended from trading by the SEBI and/
or Stock Exchanges.

Acknowledgements

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

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

For and on behalf of the Board of Directors

Ashok Kumar Tyagi Devinder Singh

13 May 2026 Managing Director Managing Director
Gurugram    (DIN: 00254161) (DIN: 02569464)