To the Members,
The Board of Directors (“Board”) is pleased to present the
Forty-First Directors' Report of Godrej Properties ed 22,863Limited ("Godrej
Properties", "GPL" or "the Company") along with the audited
financial March 31, 2026.
In compliance with the applicable provisions of the Companies Act,
2013, (including any statutory modification(s) re-enactment(s) thereof, for the time being
in force) ("the Act") and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI LODR
Regulations"), this report covers the financial results and other developments during
the financialyear ended March 31, 2026 and upto the date of the Board meeting held on May
04, 2026 to approve this report, in respect of the Company.
1. Operating Results:
Certain key aspects of the Company's performance (on a standalone
basis) during the financial year ended March 31, 2026, as compared to the previous
financial year are summarised below:
| Particulars |
March 31, 2026 |
March 31, 2025 |
| Revenue from Operations |
1,395.16 |
1,949.62 |
| Other Income |
1,991.27 |
2,207.76 |
| Total Income |
3,386.43 |
4,157.38 |
| Profit before Tax |
507.26 |
1,264.82 |
| Profit after Tax |
348.75 |
1,011.01 |
| Other Comprehensive Income |
(3.82) |
(5.70) |
| Total Comprehensive Income |
344.93 |
1,005.31 |
2. Dividend:
In terms of Regulation 43A of the SEBI LODR Regulations, the Dividend
Distribution Policy of the Company is available on the website of the Company at
https://gplwebsitecdnblob.
blob.core.windows.net/godrej-cdn/Files/dividend-distribution-policy-oct-2016-HhLoEcqxlgiRe78ogNId.pdf
The Board at its meeting held on May 04, 2026, has recommended a
dividend of `10 per share (200%) of the face value of `5 each, for the financial year
ended March 31, 2026. Dividend will be payable subject to approval of Members at the
ensuing Annual General Meeting and deduction of tax at source w also grew to those
Shareholders whose names appear in the Register of Members as on the Record Date i.e.
Tuesday, July 28, 2026.
The Board of Directors have decided not to transfer any amount to the
General Reserve for the year under review.
3. Share Capital:
During the financial year ended March 31, 2026, the Company issued
shares of 5 each to its and eligible employees on exercise of options granted under the
Godrej Properties Limited Employee Stock Option Scheme, 2011 ("GPL ESGS").
As of March 31, 2026, the issued, subscribed and paid-up equity share
capital of the Company stands at 1,50,60,38,705 comprising of 30,12,07,741 equity shares
of 5 each. The Company has neither issued shares with differential rights as to dividend,
voting or otherwise nor issued shares (including sweat equity shares) to the employees or
Directors of the Company under any Scheme, other than GPL ESGS. Your Company has not
resorted to any buy back of the equity shares during the financial year under review.
4. Overview of Operations:
Godrej Properties delivered another record-breaking year in FY 2025 26
by achieving the highest booking value, booking volume, collection, operating cash flow,
and earnings in its history. This was driven by continued focus across bringing improved
products with a consumer-centric approach, delivering best in class quality consistently
and enhancing customer's trust on the brand.
Godrej Properties achieved a booking value of 34,171 crore in FY 2025
26, a YoY growth of 16% through sale of 17,513 units with a total area of 27 Million sq.
ft., a YoY volume growth of 5%. This is the highest ever booking value and area sold by
any Indian real estate developer in a financial year till date. Godrej Properties was
India's largest residential developer by booking value for the 3rd consecutive year.
Booking value has grown at a CAGR of 41% in the past 3 years. The booking value was also
broadly distributed with MMR, Bengaluru and NCR contributing 10,312 crore, 8,801 crore and
7,412 crore respectively to the booking value. 38 new projects and phases were launched
during the financial year across 9 cities. 11 projects across 6 cities achieved booking
value of more than 1,000 crore in FY 2025 26. Among these, Godrej MSR City in Bengaluru
was a standout, achieving over 3,800 crore in booking value, reflecting the sustained
demand for high-quality developments. Godrej Trilogy in Mumbai and Godrej Regal Pavilion
in Hyderabad, also achieved booking value over 2,000 crore each.
flo significantly.Thecollectionsandoperatingcash
Collections in FY 2025 26 stood at 19,965 crore representing a
YoY growth of 17%. Operating cash flow in FY 2025 26 stood at 7,830 crore representing a
YoY growth of 5%. Collections were highest ever announced by any real estate developer in
India to date. Collections and Operating cash flow have grown at a CAGR of 30% each in the
last 3 years.
FY 2025 26 was the best ever year for Godrej Properties in terms of
business development wherein it added 18 new projects with saleable potential of around 33
Million sq. ft. and expected booking value of 42,100 crore to its portfolio. The new
project additions were spread across 11 markets including 4 projects in Bengaluru, 3 in
Pune, 2 each in Mumbai and Hyderabad and 1 each in existing markets of NCR, Kolkata and
Nagpur and in 4 new markets of Panipat, Coimbatore, Raipur and Vadodara. This was the 4th
consecutive year in which Godrej Propertieshas reflecting the added projects with an
expected booking value of over 20,000 crore and have added cumulatively projects with an
expected booking value of 1,22,000 crore in the last 4 years.
On the operational front, Godrej Properties successfully delivered
~12.1 Million sq. ft. across projects. With this, Godrej Properties has now successfully
delivered ~78 Million sq. ft. since FY 2018. The Company's delivery record
demonstrates its ability to operate at a large scale and keep pace with accelerating
sales. Separately, Godrej Properties focused on exploring advanced construction
technologies, improving Net Promoter Score (NPS) and design standardisation.
Godrej Properties, among the most respected real estate developers in
India, received 122 awards in FY 2025 26. Accolades include Real Estate Company of the
Year (West) by Construction Week Awards 2025, Realty+ Harit Bharat Award for ESG
Excellence, felicitation by Ace Alpha Award for Sustainable Development/ ESG, felicitation
by Times of India Ecopreneur Awards, People Matters Infini-T
American Communication Professional (LACP) Vision Award, Business World
India's #1 Most Sustainable Companies Award 2026 for Real estate companies, IGBC
Green Champion for Driving Net Zero Movement in India 2025, Gold for DEI category in
Brandon Hall Group Excellence Awards 2025, recognition as the 2nd best organisation by EY
and Team Marksmen in India DEI 100 2025 Index, recognition as Top 10 Employer for LGBTQ
Inclusion by India Workplace Equality Index (IWEI), felicitation as A-List Developer in
2025 by Forbes India, ranked #1 in ESG practices amongst Residential Developers globally
by GRESB, Green Champion and Performance challenge winner business IGBC Awards, DEI
Champion award and LGBTQIA+ Inclusion Award by Bombay Chamber of Commerce Diversity,
Equity & Inclusion (DEI) Awards 2025.
For thefinancialyear under review, on a consolidated basis, GPL's
total income stood at 8,374 crore, EBITDA was 2,826 crore and net profit after tax and
minority interest of 1,850 crore.
5. Prospects and Outlook:
The Indian residential real estate sector has continued to sustain its
strong momentum into FY 2025 26, building on the structural upcycle that began
post-pandemic. The sector has demonstrated remarkable resilience, supported by robust
domestic macroeconomic fundamentals, a stable policy environment, and continued income
growth in the mid and high-income brackets. The Reserve Bank of India's cumulative 125
basis points reduction in the repo rate since February 2025 has meaningfully improved
housing affordability and eased financingconditions, providing a fresh catalyst for
demand, particularly among end-users.
FY 2025-26 has been characterised by a continued and pronounced shift
toward premiumisation, with buyer preferences evolving toward larger homes, superior
specifications, and lifestyle-oriented communities. While overall sales volumes across the
eight major cities moderated marginally by 1% year-on-year to approximately 3.48 lakh
units in 2025, the composition of demand continued to improve significantly. Homes priced
above `10 million now constitute 50% of structural upgrade in buyer total annual sales,
aspirations and sustained confidence in long-term income growth. The sales value uptick
continues to meaningfully outpace the volume trend, underscoring the premiumisation theme
that is reshaping the sector.
Home buying remains a long-term asset-accumulation decision, where
financial strength and affordability, both of which remain healthier than pre-pandemic
levels, continue to drive purchase intent, particularly among self-consumption buyers. The
government's broader commitment to 'housing for all' continues to provide structural
support to the sector through the ongoing implementation of PMAY-Urban 2.0. However, the
Union Budget 2026-27 has moderated the allocation for PMAY-Urban to `18,625 crore,
reflecting a 5.9% reduction from `19,794 crore in the previous year. Notwithstanding these
near-term headwinds in affordable housing policy, the broader macroeconomic environment
remains constructive. The government's decision to raise public capital expenditure to
`12.2 lakh crore in FY 2026-27, a 9% Awards, League of increase over FY 2025 26, alongside
income tax rationalisation that has boosted disposable incomes across urban households,
continues to support aspirational housing demand.
Consolidation within the residential real estate sector continues to
benefit large, organised, and brand-led developers. Consumer preference for credible
developers with demonstrated track records of delivery has intensifiedsignificantly in the
post-pandemic era, disproportionatelybenefittingplayers with strong governance frameworks,
quality product delivery and superior customer experience. This structural shift
development opportunities as smaller createsignificant and undercapitalised developers
seek to partner with, or cede market share to, larger organised players.
Given the pace of urbanisation, rising per capita disposable incomes,
and a continued shift a pyramid to a diamond shape, Godrej Properties remains deeply
optimistic about the long-term prospects of Indian residential real estate.
Godrej Properties remains firmly committed to profitability through
disciplined capital customer experience by delivering best-in-class quality and design,
and accelerating the adoption of digital technologies across its development and
customer-facing operations. The Company's operational momentum is expected to be well
sustained by a healthy Balance Sheet with strong liquidity, a diversified and growing
project pipeline spanning 15+ cities, and a demonstrated track record of execution at
scale, positioning Godrej Properties to continue delivering sustained and compounding
value to all its stakeholders over the long-term.
6. Material Changes and Commitments Affecting the Financial
Position of the Company:
There have been no material changes and commitments affecting the
financial position of the Company between March 31, 2026, and the date of this Report
other than those disclosed in this Report. There has also been no change in the nature of
the Company's business.
7. Merger of Embellish Houses Private Limited with the Company:
The Board of Directors of your Company at its meeting held on November
06, 2025 had approved, subject to requisite approvals/ consents, the Scheme of
Amalgamation of Embellish Houses Private Limited (“Embellish”), wholly owned
subsidiary of the Company, with the Company and their respective shareholders under
Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, with the
Appointed Date of the Scheme as November 01, 2025 or such other date as may be directed or
approved by the National Company Law Tribunal, Mumbai Bench (“NCLT”) or any
other appropriate authority. The NCLT has, by an order dated February 05,2026admitted the
application for the aforesaid merger.
8. Depository System:
The Company's equity shares are available for dematerialization through
National Securities Depository Limited ("NSDL") and Central Depository Services
(India) Limited ("CDSL"). As of March 31, 2026, 99.99% of the Company's equity
shares were held in dematerialized form.
9. Annual Return:
As required under Section 92 of the Companies Act, 2013 (the
"Companies Act") the Annual Return for the financial year ended March 31, 2026
is available on the website of the Company and can be accessed at
https://www.godrejproperties.com/ investors/financials.
10. Number of Meetings of the Board:
The Board met 4 (four) times in the financial 31, 2026 on May 02, 2025,
August 01, 2025, November 06, 2025 and February 05, 2026. The details of the attendance of
Directors at the Board Meetings held during FY 2025 26 are given in the Corporate
Governance Report.
11. Directors' Responsibility Statement:
Pursuant to the provisions contained in sub-sections (3)(c) and (5) of
Section 134 of the Companies Act, the Directors of your Company, based on the
representation received from the Operating Management and after due enquiry confirm that:
i. in the preparation of the annual financial the financial year ended
March 31, accounting standards have been followed along with proper explanation relating
to material departures, if any.
ii. they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at March 31, 2026 and
of the profits ended on March 31, 2026.
iii. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act and
rules made thereunder, as amended, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
iv. they have prepared the Annual Financial Statements for financial
year ended March 31, 2026 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 have been operating
efficiently.
vi. they have devised proper systems to ensure compliance with
provisions of all applicable laws and that such systems were adequate and operating
12. Directors and Key Managerial Personnel:
Members of the Company at their 40th Annual General Meeting held on
August 01, 2025 approved the re-appointment of and remuneration payable to Mr. Gaurav
Pandey (DIN: 07229661) as the Managing Director & Chief Executive Officer of the
Company for a period of three years with effect from January 01, 2026.
Mr. Nadir Godrej (DIN: 00066195), Non Executive Director of the
Company, who is liable to retire by rotation and is otherwise eligible for re-appointment
at the ensuing Annual General Meeting, has informed the Company that as he will be
attaining accordingly superannuate in terms of the Company's policy, he does not wish
to be considered for re-appointment as a Director. Accordingly, the Board does not propose
to fill the vacancy arising from the retirement of Mr. Nadir Godrej. The Board places on
record its appreciation for the valuable contribution, guidance and support provided by
him during his association of over three decades as the Director of the Company. year
ended March Pursuant to the provisions of Section 203 of the Companies Act, the Key
Managerial Personnel of the Company as of the date of this Report are Mr. Pirojsha Godrej
(DIN: 00432983) - Whole Time Director designated as an Executive Chairperson, Mr. Gaurav
Pandey (DIN: 07229661) - Managing Director
& Chief Executive Officer, Mr. Rajendra Khetawat - Chief Financial
Officer and Mr. Ashish Karyekar - Company Secretary of the Company.
13. Declaration by Independent Directors:
The Independent Directors of the Company have submitted the declaration
of independence as required under Section 149(7) statements for of the Companies Act,
confirming that they meet the criteria of the applicable independence under Section 149(6)
of the Companies Act and Regulation 16 of SEBI LODR Regulations. In the opinion of the
Board, the Independent Directors fulfil the conditions specified in these regulations and
are independent of the management. There has been no change in the circumstances affecting
their status as Independent Directors of the Company.
Companyforthefinancial The Board is also of the opinion that the
Independent Directors year of the Company possess requisite qualifications, experience and
expertise in the field of advisory, financial services and infrastructure and real estate
industry and they hold the highest standards of integrity.
In compliance with rule 6(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, all the Independent Directors have included their
names in the databank of Independent Directors maintained by the Indian Institute of
Corporate Affairs. Since all the Independent Directors of the Company have served as
directors in listed companies or are in the pay scale of Director or equivalent in the
Ministry of Department of the Central Government for a period not less than three years,
they are not required to undertake the proficiency test as per Rule 6(4) of the Companies
(Appointment and Qualification of Directors) Rules, 2014.
14. Policy on Directors', Key Managerial Personnel
. and Senior Management's Appointment and Remuneration:
The policy on appointment and remuneration including criteria for
determining qualifications, positive Directors, Key Managerial Personnel and Senior
Management and other matters provided under Section 178(3) of the Companies Act, is
appended as Annexure I to this Report and also is available on the website of the Company
at https://gplwebsitecdnblob.
blob.core.windows.net/godrej-cdn/Files/gpl-nomination-remuneration-policy-final-cmqrz20mk00055zpheif6emuo.pdf.
15. Disclosure Regarding Internal Complaints in AugustCommittee:
2026 and would Your Company is committed to providing a safe, secure and dignified
working environment to all its employees, free from any form of intimidation,
discrimination or harassment. The well-being of employees remains central to the
Company's culture and values, and accordingly, the Company has adopted a
zero-tolerance approach towards any form of sexual harassment at the workplace. Even
persons who are not employees of the Company, such as customers, clients, stakeholders,
visitors, outsiders, etc., are covered by this policy, and can file a complaint as an
Aggrieved Person, if they are subjected to any sexual harassment at the workplace by an
employee of the Company.
The Company has in place a comprehensive Anti-Sexual Harassment Policy
in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (“POSH Law”), which aims to prevent,
prohibit and redress instances of sexual harassment and ensure a robust mechanism for
reporting and addressing complaints in a fair and timely manner. The Policy is applicable
to all employees and extends to other stakeholders associated with the Company and is
gender-neutral in its application.
In compliance with the POSH Law, the Company has constituted Internal
Complaints Committee (“ICC”) across its offices, to inquire into complaints of
sexual harassment. All complaints are dealt with utmost sensitivity and confidentiality
and are subjected to an objective and unbiased enquiry process.
Appropriate actions are taken based on the findings of the ICC in
accordance with the provisions of the Policy and applicable laws. strategy, auditing, tax,
risk The details of complaints received and disposed of during the year under review are
as follows:
| Number of sexual harassment complaints received during the
year |
13 |
| Number of complaints resolved during the year |
13 |
| Number of complaints pending as on end of the year |
0 |
| Number of cases pending for more than 90 days |
0 |
16. Compliance Regarding Maternity Benefit Act, 1961:
The Company is in compliance with the applicable provisions relating to
the Maternity Benefit year under review.
17. Annual Evaluation of Performance of the Board:
The Company conducted a formal BoardEffectiveness Review as part of its
efforts to evaluate, identify improvements and enhance the effectiveness of the Board, its
Committees and individual directors. This was in line with the requirements mentioned in
independence of the Companies Act and the SEBI LODR Regulations.
The Corporate HR team of Godrej Industries Group worked directly with
the Executive Chairperson and the Nomination & Remuneration Committee of the Board, to
design and execute the process which was adopted by the Board. Each Board Member completed
questionnaire, confidential providing vital feedback on how the Board currently
operates and how it might improve its effectiveness.
The survey comprised of four sections and compiled feedback and
suggestions on:
• Board processes (including Board composition, strategic
orientation and team dynamics);
• Individual committees;
• Individual Board members; and
• Chairperson's Feedback Report
The performance evaluation criteria for independent directors included
a check on their fulfilment of the independence criteria and their independence from the
management.
The following reports were created as part of the evaluation:
• Board's Feedback Report
• Individual Board Member's Feedback Report
• Chairperson's Feedback Report
The overall Board Feedback Report and feedback of Individual Committees
was shared and discussed with the Independent Directors. The directors discussed strengths
in board's working and also identified areas that can be strengthened further. The
individual feedback report of Board Members was shared separately with respective
directors and with the Executive Chairperson. Feedback report for Executive Chairperson
was also separately compiled and shared.
18. Familiarisation Programme for Independent Directors:
The Company conducts familiarisation programmes for Independent
Directors to enable them to understand their roles, rights and responsibilities. The
Independent Directors when they are appointed, are given detailed orientation regarding
the Company, industry, strategy, policies and Code of Conduct, regulatory matters,
business, financial matters, human resource matters and corporate social responsibility
initiatives of the Company. PresentationsarealsomadeatBoardandCommittee meetings, which
facilitate their clear understanding of the Company's business and the environment in
which it operates. Operational updates are provided for them to have a good understanding
of Company's operations, businesses and the industry as a whole. They are periodically
updated on material changes in regulatory framework and its impact on the Company.
The Directors are briefed on the new developments at every Board
meeting. The Independent Directors of the Company viz. Ms. Sutapa Banerjee, Dr. Indu
Bhushan and Ms. Jayashree Vaidhyanathan participated in the three days Familiarisation
Certificate programme titled ‘CII Board Leadership Programme on AI Governance'
conducted by National University of Singapore in Singapore from November 24, 2025 to
November 28, 2025. Ms. Sutapa Banerjee, Dr. Indu Bhushan and Mr. Sumeet Narang,
Independent Directors of the Company, attended an“ESG Knowledge Session for
Independent Directors” conducted by Xynteo - a Sustainability & ESG Advisory
firm, based in Europe and India, on March 06, 2026.
The Company's Policy of conducting familiarisation programme has been
disclosed at the website of the Company at https://
www.godrejproperties.com/investors/governance-leadership.
19. Particulars of Loans Given, Guarantees Given or Investments Made
and Securities Provided:
The details of loans given, investments made, guarantees given and
securities provided by the Company under Section 186 of the Act during the financial year
under review forms part of the notes to the standalone financial statements this Annual
Report.
20. Particulars of Contracts or Arrangements with Related Parties:
The Company has formulated a policy on related party transactions which
is also available on the website of the Company at
https://gplwebsitecdnblob.blob.core.windows.net/
godrej-cdn/Files/rpt-policy-of-gpl-amended-09-01-2026-cmlrmemqt000cyvph83un1022.pdf. All
related party transactions are placed before the Audit Committee for review and approval.
Prior omnibus approval is obtained for related party transactions on a quarterly basis for
transactions which are of repetitive nature and/ or entered in the ordinary course of
business and are at an arm's length basis.
All related party transactions entered during the financial year were
in the ordinary course of the business and at an arm's length basis. No material related
party transaction was entered into during the year by the Company. Accordingly, the
disclosure of related party transactions as required under Section 134(3)(h) of the
Companies Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 appended
as Annexure II is not applicable to the Company for FY 2025 26.
The attention of Members is drawn to the transactions with related
parties set out in Notes to Accounts (Note No. 43) forming part of the standalone
financialstatements. Transactions with a person or entity belonging to the promoter/
promoter group which holds 10% or more shareholding in the Company as required under
Schedule V, Part A (2A) of SEBI LODR Regulations are given as Note No.43 (on Related Party
Transaction) forming part of the standalone financialstatements.
21. Particulars Regarding Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo:
The particulars regarding conservation of energy, technology absorption
and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the
Companies Act read with the Companies (Accounts) Rules, 2014 are appended as Annexure III
to this Report.
22. Business Risk Management:
The Company has constituted a Risk Management Committee consisting of
members of the Board and key executives of the Company to identify, assess, monitor and
mitigate business risks. The composition of the Committee is in compliance with Regulation
21 of the SEBI LODR Regulations. The business divisions identify the risks at both the
enterprise level and project level and address them through mitigating actions on a
continual basis.
The business risks identified are reviewed by the Risk Management
Committee and their implementation is The key risks and mitigation actions are then placed
before the Audit Committee of the Company.
The Risk Management Policy of the Company is available on the website
of the Company at https://gplwebsitecdnblob.
blob.core.windows.net/godrej-cdn/Files/risk-management-provided
policy-WVvfQ6WqYQIgaFPnCg5l.pdf in
23. Corporate Social Responsibility:
A Corporate Social Responsibility ("CSR") Committee
constituted in accordance with Section 135 of the Companies Act. The details required
under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, with
respect to the CSR Committee and an Annual activities undertaken during the financial year
ended March 31, 2026 are appended as Annexure IV to this Report. The CSR Policy is
available on the website of the Company at https://
gplwebsitecdnblob.blob.core.windows.net/godrej-cdn/Files/
csr-policy1-OZz3CY14ohLyZTd1Rk.pdf
The Company has not participated in any direct or indirect political
contributions and/ or charitable contributions/ sponsorships.
24. Subsidiary and Associate Companies:
A. Subsidiaries
As of March 31, 2026, the Company had 29 unlisted subsidiary Companies
under the Companies Act, namely, Godrej Realty
Private Limited, Godrej Garden City Properties Private Limited,
Prakritiplaza Facilities Management Private Limited, Godrej Prakriti Facilities Private
Limited, Godrej Genesis Facilities Management Private Limited, Godrej Projects Development
Limited, Godrej Hillside Properties Private Limited, Godrej Highrises Properties Private
Limited, Citystar Infraprojects Limited, Godrej Residency Private Limited, Godrej Home
Developers Private Limited, Godrej Skyline Developers Limited (formerly known as Godrej
Skyline Developers Private Limited), Godrej Redevelopers (Mumbai) Private Limited, Godrej
Green Woods Private Limited, Godrej Living Private Limited, Ashank Land & Building
Private limited, Wonder City Buildcon Limited, Godrej Township Development Limited
(formerly known as Godrej Home Constructions Limited), Godrej Real Estate Distribution
Company Private Limited, Maan-Hinje Township Developers Private Limited (formerly known as
Maan-Hinje Township Developers LLP), Pearlshine Home Developers Private Limited, Godrej
Project Developers & Properties Private Limited (formerly known as Godrej Project
Developers & Properties LLP), Godrej Florentine Private Limited (formerly known as
Godrej Florentine LLP), Godrej SSPDL Green Acres Private Limited (formerly known as Godrej
SSPDL Green Acres LLP), Godrej Amitis Developers Private Limited (formerly known as Godrej
Amitis Developers LLP), Mahalunge Township Developers Private Limited (formerly known as
Mahalunge Township Developers LLP), Embellish Houses Private Limited (formerly known as
Embellish Houses LLP), Godrej Irismark Private Limited (formerly known as Godrej Irismark
LLP) and Godrej REDCO Consultancies LLC.
The audited financial statements of all the subsidiaries are available
on the website of the Company at www.godrejproperties.com/investors/financials.
As of March 31, 2026, Godrej Greenview Housing Private Limited, Wonder
Projects Development Private Limited, Godrej Real View Developers Private Limited,
Pearlite Real Properties Private Limited, Godrej One Premises Management Private Limited,
Godrej Green Homes Private Limited, Godrej Macbricks Private Limited and Yerwada
Developers Private Limited are associate companies of Godrej Properties.
During the financial year under review:
• Godrej SSPDL Green Acres LLP was converted into Godrej SSPDL
Green Acres Private Limited with effect from June 13, 2025;
• Godrej Amitis Developers LLP was converted into Godrej Amitis
Developers PrivateLimitedwitheffect from July 30, 2025;
• Godrej Project Developers & Properties LLP was converted
into Godrej Project Developers & Properties Private Limited with effect from August
11, 2025;
• Godrej Florentine LLP was converted into Godrej Florentine
Private Limited with effect from August 12, 2025;
• Embellish Houses LLP was converted into Embellish Houses Private
Limited with effect from October 31, 2025;
• Mahalunge Township Developers LLP was converted into Mahalunge
Township Developers Private Limited with effect from November 06, 2025;
• Godrej Irismark LLP was converted into Godrej Irismark Private
Limited with effect from February 17, 2026;
• Godrej Green Properties LLP has applied for the voluntary
striking off in terms of Section 248 of the Companies Act, 2013;
• Godrej REDCO Consultancies L.L.C. was incorporated as a
Wholly-owned subsidiary of the Company in the United Arab Emirates on November 28, 2025;
• DraftScheme of Amalgamation of Embellish Houses Private Limited
(Formerly known as Embellish Houses LLP) with with the BSE Limited and the National
Company was filed Stock Exchange of India Limited on November 13, 2025. The Company also
submitted the to the National Company Law Tribunal (NCLT) on November 27, 2025. The
Company is currently awaiting the NCLT order for amalgamation of Embellish Houses Private
Limited.
B. Limited Liability Partnerships (LLPs)
The Company/ its subsidiaries are Partner in the following LLPs as of
March 31, 2026:
1. Mosiac Landmarks LLP
2. Dream World Landmarks LLP
3. Oxford Realty LLP
4. M/s. Ramaiah Ventures LLP
5. Oasis Landmarks LLP
6. Caroa Properties LLP
7. Godrej Buildwell Projects LLP (formerly known as "Godrej
https:// Construction Projects LLP")
8. Godrej Housing Projects LLP
9. Godrej Developers & Properties LLP
10. Godrej Highrises Realty LLP 11. A R Landcraft LLP 12. Godrej
Highview LLP 13. Prakhhyat Dwellings LLP 14. Godrej Skyview LLP
15. Godrej Green Properties LLP (under process of striking off)
16. Godrej Projects (Soma) LLP
17. Godrej Projects North Star LLP 18. Godrej Projects North LLP 19.
Godrej Reserve LLP 20. Godrej Athenmark LLP 21. Godrej Vestamark LLP 22. Manjari Housing
Projects LLP 23. Rosebery Estate LLP 24. Godrej City Facilities Management LLP 25. Suncity
Infrastructure (Mumbai) LLP
26. Godrej Odyssey LLP
27. Godrej Olympia LLP
28. Ashank Projects Development LLP (formerly known as Ashank Realty
Management LLP)
29. Ashank Facility Management LLP 30. Manyata Industrial Parks LLP 31.
Universal Metro Properties LLP
C. Material Unlisted Indian Subsidiary:
As of March 31, 2026, Godrej Projects Development Limited is considered
as material unlisted Indian subsidiary under Regulation 24 of SEBI LODR Regulations.
25. Performance and Financial Position of Subsidiaries, Associates And
Joint Venture Companies:
As required under SEBI LODR Regulations and Section 129 of the
Companies Act, the consolidated financial statements have been prepared by the Company in
accordance with the applicable accounting standards and form part of the Integrated Annual
Report. A statement containing the salient features of the Financial Statements of the
subsidiaries, joint ventures and associate companies of the Company in Form AOC-1 as
required under Rule 5 of the Companies (Accounts) Rules, 2014 forms part of the notes to
the financial statements. The highlights of the performance of subsidiaries, associates
and joint venture companies and their contribution to the overall performance of the
Company are given as Annexure A to the Independent Auditor's Report on Consolidated
Financial Statement.
26. Details Relating to Deposits Covered Under Chapter V of the
Companies Act, 2013:
The Company has not accepted any deposits under Chapter V of the
Companies Act during the financial year and as such, no amount on account of principal or
interest on deposits from public is outstanding as on March 31, 2026.
27. Significant and Material Orders Passed by the Regulators or Courts
or Tribunals:
There were no significant regulators/ courts/ tribunals which would
impact the going concern status of the Company and its future operations.
28. Internal Financial Control System: ee, appointed M/s. R
Nanabhoy & Co, Cost Committ The Company has an internal financial control system
commensurate with the size, scale and complexity of its operations. The internal controls
over financial reporting have been identified by the management and are checked for
effectiveness across all locations and functions by the management and tested by the
Auditors on a sample basis. The controls are reviewed by the management periodically and
deviations, if any, are reported to the Audit Committee.
29. Audit Committee of the Company:
The Audit Committee comprises of 4 (four) Independent Directors, viz.
Dr. Indu Bhushan (Chairperson), Ms. Sutapa Banerjee, Mr. Sumeet Narang and Ms. Jayashree
Vaidhyanathan.
The composition of the Audit the requirements of Section 177 of the
Companies Act and Regulation 18 of SEBI LODR Regulations. The details of the role and
responsibilities of the Audit meetings held and attendance of the members at such meetings
are given in the report on Corporate Governance, which forms term of part of the
Integrated Annual report. During the Financial Year under review, the recommendations made
by the Audit Committee were accepted by the Board.
30. Vigil Mechanism:
The Company has established a vigil mechanism for directors, employees
and other stakeholders to report their genuine concerns, details of which have been given
in the Corporate Governance Report forming part of this Integrated Annual Report.
31. Statutory Auditors and Statutory Auditors' Report:
On the recommendation of the Audit Committee and the Board of
Directors, the Members at the 37th Annual General Meeting held on August 02, 2022 had
re-appointed M/s. BSR & Co. LLP, Chartered Accountants (Firm Registration No.
101248W/W- 100022), as the Statutory Auditors for the second term of five consecutive
years i.e. from the conclusion of the 37th Annual General Meeting till the conclusion of
the 42nd Annual General Meeting of the Company to be held in the year 2027.
The Report issued by M/s. BSR & Co. LLP on the financial statements
of the Company for the financial March 31, 2026 forms part of the Integrated Annual
Report. There are no qualifications, reservations or adverse remarks or disclaimers made
by M/s. BSR & Co. LLP, Statutory Auditors, in their report.
During the year under review, the Audit Committee met with the
Statutory Auditors without the presence of Management.
32. Cost Records and Cost Auditors:
As required under Rule 8(5)(ix) of the Companies (Accounts) Rules,
2014, the Company confirms that it has prepared and maintained cost records as specified
by the Central Government under sub-section (1) of Section 148 of the Companies Act for
and material orders passed by the the financial year ended March 31, 2026.
Pursuant to Section 148 of the Companies Act, the Board of Directors of
the Company has, on the recommendation of theAudit Accountants, as Cost Auditors of the
Company for the financial year 2026-27 at a remuneration as mentioned in the Notice
convening the AGM. The Company has received their written consent that the appointment is
in accordance with the applicable provisions of the Companies Act and rules framed
thereunder. The Cost Auditors have confirmed that they are not disqualified from being
appointed as the Cost Auditors of the Company for the financial year 2026-27.
As required under the Companies Act, the remuneration payable to Cost
Auditors must be placed before the Members at a general meeting for ratification. Hence, a
resolution for the same forms part of the Notice of the ensuing Annual General Meeting.
33. Secretarial Audit Report: is incompliancewith
The Board of Directors of the Company based on the recommendation of
the Audit Committee proposed appointment of M/s. BNP and Associates, Practicing Company
Secretaries, the particulars of having Firm Registration No. P2014MH037400 as Secretarial
Auditors of the Company for the first years from the conclusion of the 40th Annual General
Meeting until the conclusion of the 45th Annual General Meeting of the Company to be held
in year 2030. The said appointment was approved by the shareholders at the Annual General
Meeting held on August 01, 2025.
Secretarial Audit Report provided by M/s. BNP and Associates is
appended to this Report as Annexure V.
There are no qualifications, reservations or adverse remarks or
disclaimers made by M/s. BNP and Associates, Company Secretary in practice, in their
Secretarial Audit Report for FY 2025 26 .
The Annual Secretarial Compliance Report as required under Regulation
24A of SEBI LODR Regulations has been submitted to the stock exchanges within 60 days of
the end of the financial year.
The Company's unlisted material subsidiary company - Godrej Projects
Development Limited (“GPDL”) undergoes Secretarial Audit. A copy of the
Secretarial Audit Report of GPDL is available on the website of the Company. year The
Company has complied with Secretarial Standards on Meetings of the Board of Directors
("SS-1") and General Meetings ("SS-2") issued by the Institute of
Company Secretaries year ended of India and adopted under the Companies Act.
34. Reporting of Frauds by Auditors:
During the financial year under review, the Statutory Auditors, Cost
Auditors and Secretarial Auditors have not reported any instances of frauds committed in
the Company by its officers or employees to the Audit Committee or to the Central
Government under Section 143(12) of the Companies Act. Therefore, disclosure of details
under section 134(3)(a) of the Act is not applicable.
35. Management Discussion and Analysis Report:
The Management Discussion and Analysis Report for the year under
review, as stipulated under Regulation 34(2) of SEBI LODR Regulations, is appended as a
separate section of the Integrated Annual Report.
36. Corporate Governance:
The Company is committed to maintaining the highest standards of
Corporate Governance and adhering to the Corporate Governance requirements as set out by
the Securities and Exchange Board of India ("SEBI"). The Report on Corporate
Governance as stipulated under SEBI LODR Regulations forms part of the Integrated Annual
Report. A M/s. B N P & Associates, Company Secretaries in practice, confirming
compliance with the conditions of Corporate Governance as stipulated under Schedule V to
SEBI LODR Regulations and applicable provisions of the Companies Act forms part of the
Corporate Governance Report.
37. Particulars of Employees:
Disclosures with respect to the remuneration of directors and employees
as required under Section 197(12) of the Companies Act and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Remuneration
Rules") are appended as Annexure VI to this Report. Details of employee remuneration
as required under Section 197(12) of the Companies Act and Rule 5(1) of the Remuneration
Rules form part of this Integrated Annual report. As per the second proviso to Section
136(1) of the Companies Act, the Directors' Report and Financial Statements will be sent
to the Members of the Company excluding the statement of particulars of employees under
Rule 5(2) and (3) of the Remuneration Rules. If any Member is interested in obtaining a
copy thereof, the Member may write to the Company Secretary, whereupon a copy would be
sent to such Member.
38. Employees Stock Option Schemes:
As required in terms of the SEBI (Share-Based Employee Benefits and
Sweat Equity) Regulations, 2021, the disclosure relating to Godrej Properties Limited
Employee Stock Grant Scheme, 2011 ("GPL ESGS") is appended as Annexure VII to
this Report.
39. Business Responsibility and Sustainability Report:
The Business Responsibility and Sustainability Report for ended March
31, 2026 as stipulated under thefinancial Regulation 34(2) of SEBI LODR Regulations is
attached as a separate section of the Integrated Annual Report. In terms of SEBI LODR
Regulations, the Company has obtained BRSR reasonable assurance on BRSR Core Indicators.
40. Transfer of Unpaid /Unclaimed Dividend/ Equity Shares to Investor
Education and Protection Fund:
Pursuant to the provisions of Section 124 of the Companies Act,
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 read with the relevant circulars and amendments thereto, the amount of
dividend remaining unpaid or unclaimed for a period of seven years from the due date is
transferred to the Investor Education and Protection Fund ("IEPF"). The equity
shares in respect of which dividend has remained unpaid/ unclaimed for a period of seven
consecutive years are also transferred by the Company to the designated Demat Account of
the IEPF Authority.
The shareholders/claimants whose shares or unclaimed dividends have
been transferred to the IEPF, may claim the shares or apply for refund from the IEPF
Authority, by following the procedure prescribed in the IEPF Rules.
41. Details of application made or any proceeding pending under the
insolvency and bankruptcy code, 2016 (31 of 2016) during the year along from with
their status as at the end of the FY 2025 26:
There are no applications made or any proceedings pending against the
Company under Insolvency and Bankruptcy Code, 2016 during the financial year.
42. Details of difference between amount of the valuation done at the
time of one time settlement and the valuation done while taking loan from the banks or
financial institutions along with the reasons thereof:
During the financial year under review, there were no one-time
settlement with any
43. Credit Rating:
The details of the credit ratings awarded to securities of the Company
are provided in the Corporate Governance Report forming part of the Integrated Annual
Report.
44. Integrated Reporting:
The Company has drawn up an Integrated Annual Report that provides both
financial and non-financial information, encompassing the organisation's strategy,
governance framework, performance and prospects for value creation across the six forms of
capitals. The Report has been prepared in accordance with the Integrated Reporting (IR)
Framework and the Global Reporting Initiative (GRI) Standards, along with globally
recognised frameworks and benchmarks including the Task Force on Climate-related Financial
Disclosures (TCFD) / International Financial Reporting Standards Sustainability Disclosure
Standard S2 (IFRS S2), Sustainability Accounting Standards Board (SASB), Science Based
Targets initiative (SBTi), Global Real Estate Sustainability Benchmark (GRESB), SEBI
Guidelines, the Companies Act, the United Nations Global Compact Principles and United
Nations Sustainable Development Goals (UN SDGs), along with benchmarking and rating
parameters prescribed by Financial Times Stock Exchange (FTSE) Russell, Morgan Stanley
Capital International (MSCI), Standard & Poor's (S&P) Dow Jones Indices and
CDP.
45. Awards & Recognitions:
The Directors take pleasure in informing the Members that Bank or
Financial Institution. the Company, its people and projects were acknowledged with several
awards and ratings during the financial year ended March 31, 2026. The details of the
awards received are given in the Integrated Annual Report.
46. Acknowledgments:
The Directors wish to place on record their appreciation and sincere
thanks to the customers, joint venture partners, shareholders, banks, financial
institutions, fixed deposit holders, vendors and other associates who through their
continued support and cooperation, have helped, as partners, in the Company's progress.
The Directors also acknowledge the hard work, dedication and commitment of the employees
for the growth of the Company and look forward to their continued involvement and support.
|
Forand on behalf of the Board of |
|
Directors of Godrej Properties Limited |
|
Pirojsha Godrej |
| Place: Mumbai |
Executive Chairperson |
| Date: May 04, 2026 |
(DIN: 00432983) |
|