Puravankara Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors are pleased to present the 39^th (Thirty Ninth) Annual Report along with the Company''s audited Financial Statements
(Standalone and Consolidated) for the financial year ending on March 31, 2025.

FINANCIAL HIGHLIGHTS

('' in crore)

	Standalone		Consolidated
Particulars	FY 2025	FY 2024	FY 2025	FY 2024
Total income	989.07	1215.09	2093.13	2260.10
Profit before tax	(245.75)	29.41	(212.33)	68.24
Profit / (Loss) after tax for the year	(198.75)	33.54	(182.92)	42.00
Total Comprehensive Income	(201.26)	34.05	(186.20)	42.39

FINANCIAL PERFORMANCE
STANDALONE

During the period under review, the standalone revenue
of the Company stood at '' 917.50/- crores compared to
'' 1,105.71/- crores in the previous financial year 2023-24.
Correspondingly, the Company has suffered loss (after tax) of
'' (198.75)/- crores for the year 2024-25 as against a profit (after
tax) of '' 33.54/- crores in the previous financial year 2023-24.

CONSOLIDATED

The consolidated revenue of your Company stood at ''2013.61/-
crores, as compared to '' 2,185.26/- crores in the previous
financial year 2023-24, showing a decrease of 8%. Total
consolidated Loss (after tax) for the year stood at '' (182.92)/-
Crores compared to the profit (after tax) of '' 42/- Crore in the
previous financial year 2023-24.

Your Company is in the business of real estate development
and sales and follows IND AS 115 for recognition of revenue.
Accordingly, revenue can be recognized only when, apart
from other related conditions, the house/unit is delivered to
the customer. The development and delivery of homes/units
take substantial time - often three to five years and hence
revenue in respect of such projects can be recognized only
upon completion of such projects. Thus, there is a substantial
lag in revenue recognition. Although the sale is confirmed
and customer advance is collected and construction is
substantially completed, revenue cannot be recognized in line
with prevailing regulations. Further, as and when the Company
incurs any sales and marketing expenses, the same needs to
be accounted for as a cost for that period.

To ensure a balance between revenue and cost, your Company
has ensured sufficient spread of its projects across different
timelines in a manner to enable continuous delivery of
projects and cash flow throughout the year under review. The
Company has also launched plotted development projects
with a shorter completion cycle.

OPERATIONAL PERFORMANCE

Puravankara Limited achieved an area of 5.67 million sq.
ft. in the financial year 2024-25 compared to 7.36 million
sq. ft. in the previous financial year 2023-24. Due to the
significant challenges in regulatory approvals, the sales value
has decreased on a year-on-year basis to '' 5,006/- crores
compared to '' 5,914/- crores during the previous financial year
2023-24. Customer Collection has increased to 9% YoY (Year
On Year) of up to '' 3,937/- Crore in FY25, indicating improving
operating efficiencies.

Further, the Company witnessed an increase in home buyers''
interest in larger homes, better amenities and well-designed
projects, driving consumers to consider Puravankara. Your
Company invested approx. '' 1,284/- crore in land during FY25,
strengthening the development pipeline, positioning us for
sustained growth and value creation.

COMPLETED PROJECTS

During the period under review, your Company has completed
and handed over 2510 units measuring over 3.09 million
square feet real estate projects.

ONGOING PROJECTS

During the period under review, the projects launched by the
Company include - Bayscape, Purva Panorama, Bougainvilla,
Atmosphere Pune, across India. Puravankara has launched
developable area of 7.38 square feet (Sq. ft) and opened
for sale at the time of Launch of 3.6 million square feet of
inventory in FY25. Out of 3.6 million square feet, Bengaluru
constitutes 31%, Chennai 23%, Mumbai 29% and Pune 17%.

DIVIDEND

With an objective to enhance the future growth of your
company and conserve cash reserves, the Board of Directors
have decided not to recommend dividend payout for the
Financial Year ending March 31, 2025.

In terms of the Regulation 43A of Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"),
the Dividend Distribution Policy of the Company is
available on the website of the Company at https://www.
puravankara.com/backend/assets/uploads/investors_
reportsffi4ac16e0ee24eda4e76579a8847bc4f4.pdf

TRANSFER TO RESERVES

Pursuant to the provisions under Section 123 of the Companies
Act 2013 ("Act"), there was no proposal to transfer any amount
to the General Reserves of the Company for the period under
review.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Adequate internal control systems commensurate with
the nature of the Company''s business, size and complexity
of its operations are in place and have been operating
satisfactorily. Internal control systems comprising of policies
and procedures are designed to ensure reliability of financial
reporting, timely feedback on achievement of operational
and strategic goals, compliance with policies, procedure,
applicable laws and regulations. Internal control systems are
designed to ensure that all assets and resources are acquired
economically, used efficiently and adequately protected.

The Internal Financial Controls, with reference to Financial
Statements as designed and implemented by the Company,
are adequate. During the period under review, no material or
serious observation has been received from the Statutory
Auditors and the Internal Auditors of the Company on the
inefficiency or inadequacy of such controls.

SHARE CAPITAL

The paid-up equity share capital remained unchanged at
'' 118,57,48,430 during the financial year ended March 31, 2025.
The said shares are listed on the Bombay Stock Exchange
(BSE) Limited and the National Stock Exchange of India (NSE)
Limited.

There were no public issues, rights issues, bonus issues
or preferential issues during the period under review. The
Company has not bought back any of its securities during the
year.

DISCLOSURE RELATING TO EQUITY SHARES WITH
DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with
differential rights during the period under review and hence no
information under Rule 4(4) of the Companies (Share Capital
and Debenture) Rules, 2014, is required to be furnished.

DISCLOSURE RELATING TO SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during
the period under review and hence no information under

Rule 8(13) of the Companies (Share Capital and Debenture)
Rules, 2014 is required to be furnished.

DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT DIRECTLY
EXERCISED BY EMPLOYEES

There are no shares held by trustees for the benefit of
employees and hence no disclosure under Rule 16(4) of the
Companies (Share Capital and Debentures) Rules, 2014 is
required to be furnished.

EMPLOYEE STOCK OPTION PLAN

The disclosures in terms of Rule 12 (9) of Companies (Share
Capital and Debenture) Rules, 2014 read with Regulation
14, Part F of Schedule I to the SEBI (Share Based Employee
Benefit & Sweat Equity) Regulations, 2021 ("SBEB Regulations,
2021") forms a part of this report as Annexure IV.

Pursuant to the provisions under Regulation 13 of SBEB
Regulations, 2021, the Secretarial Auditor''s certificate on the
implementation of the Plan -2022, in accordance with the
aforesaid Regulations, will be made available at the ensuing
Annual General Meeting ("AGM") and forms part of this report
as Annexure IVA.

The applicable disclosures as stipulated under the provisions
of Regulation 14 of the SBEB Regulations, 2021, are available
on the website of the Company at https://www.puravankara.
com/investors/

DEBENTURES

As on March 31, 2025, The Company has outstanding
Standalone debentures amounting to '' 132.42/- Crores
and outstanding Consolidated debentures amounting to
'' 1,347.13/- Crores

During the period under review, your Company on June 20,
2025, raised an amount of '' 50/- Crores (Rupees Fifty Crores
only) by way of allotment of 500 (Five Hundred) unlisted,
unrated, senior, secured, redeemable, non-convertible
debentures of face value of '' 10/- Lakhs (Rupees Ten Lakhs
only) at par as first tranche, on a private placement basis to
identified investors out of the total approved issuance amount
of '' 300/- Crores (Rupees Three Hundred Crores only).

DEPOSITS

During the period under review, your Company neither accepted
any deposits nor there were any amounts outstanding at the
beginning of the year which were classified as ''Deposits''
within the meaning of Section 73 of the Companies Act
2013 read with Rule Companies (Acceptance of Deposits)
Rules, 2014 and Chapter V of the Act. Therefore, disclosure
pursuant to Rule 8(5)(v) and (vi) of the Companies (Accounts)
Rules, 2014 is not furnished.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

During the period under review, the Board of the Company Regulations:

comprised of 7 (Seven) Directors, out of which 4 (Four)

are Executive Directors and 3 (Three) are Non-Executive

Independent Directors. During the period under review, the

composition of the Board was as follows, in due compliance

with the provisions under the Companies Act, 2013 and Listing

S. No	Name of the Director	Designation
1.	Mr. Ravi Puravankara	Chairman & Whole Time Director
2.	Mr. Ashish Ravi Puravankara	Managing Director
3.	Mr. Abhishek Kapoor’	Executive Director, Group CEO and Group CFO
4.	Ms. Amanda Joy Puravankara’’	Additional Whole Time Director
5.	Mr. Anup Sanmukh Shah	Independent Director
6.	Ms. Shailaja Jha	Independent Director
7.	Mr. Kulumani Gopalratnam Krishnamurthy	Independent Director

Key Managerial Personnel within the meaning of Section 203 of the Companies Act, 2013 as at the date of this report are as follows:

S. No	Name of the KMP	Designation
1.	Mr. Ravi Puravankara	Chairman & Whole-Time Director
2.	Mr. Ashish Ravi Puravankara	Managing Director
3.	Mr. Abhishek Kapoor’	Executive Director and Group Chief Executive Officer
4.	Ms. Amanda Joy Puravankara’’	Additional Whole Time Director
5.	Mr. Deepak Rastogi’’’	Group Chief Financial Officer
6.	Mr. Sudip Chatterjee	Company Secretary & Compliance Officer

During the period under review,

O ’Consequent to on-boarding of Group CFO, Mr. Abhishek Kapoor resigned from the position of Group Chief Financial Officer of
the Company w.e.f. January 15, 2025. Mr. Abhishek Kapoor further resigned as Executive Director and Group Chief Executive
Officer of the Company with effect from May 09, 2025, citing personal reasons and has confirmed that there are no other
material reasons attributable/ connected with the Company for his resignation.

O ’’Ms. Amanda Joy Puravankara has been appointed as Additional Director in the capacity of Whole Time Director designated as
Key Managerial Person of the Company w.e.f. August 08, 2025, subject to the approval of the Members of the Company at the
ensuing Annual General meeting. A resolution to this effect is included in the notice of the ensuing Annual General Meeting,
which may kindly be referred to for more details.

O ’’’Mr. Deepak Rastogi was appointed as the Group Chief Financial Officer of the Company, w.e.f. January 15, 2025.

O Mr. Ravi Puravankara, who was appointed as Chairman and Whole Time Director of the Company w.e.f. April 01, 2021, and holds
office till March 31, 2026, is being re-appointed as Chairman and Whole Time Director of the Company for a period of 5 years
commencing from April 01, 2026, till March 31, 2031, subject to the approval of the Shareholders at the ensuing Annual General
Meeting.

O Ms. Shailaja Jha, who was appointed as Non-Executive Independent Director of the Company w.e.f. February 11, 2021, and
holds office till February 10, 2026, is being re-appointed as Non-Executive Independent Director of the Company for a second
term of 5 (Five) consecutive years effective from February 11, 2026, till February 10, 2031, subject to the approval of the
shareholders at the ensuing Annual General Meeting.

O Mr. Kulumani Gopalratnam Krishnamurthy, who was appointed as Non-Executive Independent Director of the Company
w.e.f. June 25, 2021, and holds office till June 24, 2026, is being re-appointed as Non-Executive Independent Director of
the Company for a second term of 5 (Five) consecutive years effective from June 25, 2026, till June 24, 2031, subject to the
approval of the shareholders at the ensuing Annual General Meeting.

In accordance with the provisions of Section 152 (6) of the
Companies Act, 2013, Mr. Ashish Ravi Puravankara (DIN:
00504524) is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible, offered himself for re¬
appointment. The same has been recommended by the Board
for the approval of shareholders, on the recommendation
made by the Nomination and Remuneration Committee of the
Company.

The Notice convening the 39^th (Thirty Ninth) Annual General
Meeting includes the proposals for the re-appointment of the
aforesaid Director and the brief details indicating the nature
of his expertise in specific functional areas and names of
the companies in which he holds directorship/ membership/
chairmanship of the Board or Committees, as stipulated
under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Secretarial Standard-2 (SS-2) issued
by Institute of Company Secretaries of India (ICSI)
(as amended), have been provided as an annexure to the
Notice convening the 39^th (Thirty Ninth) Annual General
Meeting of your Company.

DECLARATION OF INDEPENDENCE BY INDEPENDENT
DIRECTORS

Pursuant to the provisions of Section 149 (7) of the Companies
Act, 2013, the Board confirms that all Independent Directors
of your Company have given a declaration to the Board
that they meet the criteria of independence as prescribed
under Section 149(6) of the Act along with the Rules framed
thereunder and Regulation 16 of the Listing Regulations.
Further, they have included their names in the databank of
Independent Directors maintained with the Indian Institute
of Corporate Affairs (IICA) in terms of Section 150 of the Act
read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014.

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

During the Financial Year 2024-25, a separate meeting of
the Independent Directors was held on February 14, 2025, at
which the Independent Directors transacted the following
businesses along with a few other important strategic and
policy-related matters:

O Reviewed performance of the Chairman, Executive
Directors and Management of the Company.

O Discussed the quality, quantity and timeliness of the flow
of information between the Directors and the Management
of the Company.

O Discussed the strategic matters of the Company and the
current state of the real-estate industry.

O Discussed the business continuity plan in the organization.

ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee has
formulated criteria for Board evaluation, the functioning of its
committees and individual Directors including Independent
Directors and specified that such evaluation will be done by
the Nomination and Remuneration Committee and the Board,
pursuant to the Act and the Rules made thereunder read with
the Listing Regulations, as amended. The Company believes
that it is the collective effectiveness of the Board that impacts
the Company''s performance.

The Board''s performance is assessed against the role and
responsibilities as provided in the Act and Listing Regulations.
The parameters for the Board''s performance evaluation have
been derived from the Board''s core role of trusteeship to
protect and enhance shareholders'' value as well as to fulfil
the expectations of other stakeholders through strategic
supervision of the Company.

The evaluation of the functioning of Board Committees is
based on 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, in
realizing the vision and mission of the Company. While the
Board evaluated its performance as per the parameters laid
down by the Nomination and Remuneration Committee , the
evaluation of Individual Directors was carried out in reference
to those laid down parameters, in order to ensure objectivity.
The Independent Directors of the Board also reviewed the
performance of the Non-Independent Directors, the Chairman
and the Board as a whole, pursuant to the provisions under
Schedule IV to the Act and Regulation 25 of the Listing
Regulations.

MEETINGS OF THE BOARD

During the financial year 2024-25, 7 (Seven) meetings of the
Board of Directors were held on the dates as follows:

Sl. No.	Date of Board Meeting
1	April 20, 2024
2	May 23, 2024
3	June 13, 2024
4	July 31, 2024
5	November 08, 2024
6	January 07, 2025
7	February 14, 2025

The mandatory requirement of holding meetings of the Board
of Directors of the Company, i.e., within the interval of 120
(One Hundred and Twenty) days as provided in Section 173
of the Companies Act, 2013 and Regulation 17(2) of Listing
Regulations, has been complied with.

For further details, request you to refer to the Corporate
Governance Section forming part of the Annual Report.

The recommendations and suggestions of the Audit
Committee and the other Committees of the Board were
duly considered and accepted by the management of your
Company and implemented thoroughly. The Board of Directors
further confirm that the Secretarial Standards I and II issued
by the Institute of Company Secretaries of India (ICSI) have
been duly complied with.

COMMITTEES OF THE BOARD

As on March 31, 2025, the Board had 5 (five) Statutory
Committees i.e., (i) Audit Committee (ii) Nomination and
Remuneration Committee (iii) Corporate Social Responsibility
Committee (iv) Stakeholders'' Relationship Committee and
(v) Risk Management Committee and 1 (One) Non-Statutory
Committee i.e., Management Sub-Committee of Board of
Directors.

(i) Audit Committee:

An Audit Committee has been constituted in accordance
with the provisions of Section 177 of the Companies Act,
2013 and Regulation 18 of the Listing Regulations. You may
refer to the section on Corporate Governance, under head
''Audit Committee'' for matters relating to constitution,
meetings and terms of reference of this Committee.

(ii) Nomination and Remuneration Committee

A Nomination and Remuneration Committee has been
constituted in accordance with the provisions of Section
178 (1) of the Companies Act, 2013 and Regulation 19 of
the Listing Regulations. You may refer to the section
on Corporate Governance, under head ''Nomination
and Remuneration Committee'' for matters relating to
the constitution, meetings, terms of reference of the
Committee; and the remuneration policy formulated by
this Committee.

(iii) Stakeholders Relationship Committee

A Stakeholders relationship Committee has been
constituted in line with Section 178 (5) of the Companies
Act, 2013 and the provisions under Regulation 20 of the
Listing Regulations.

You may refer to the section on Corporate Governance,
under the head ''Stakeholders Relationship Committee'' for
matters relating to constitution, meetings, and terms of
reference of the Committee.

(iv) Risk Management Committee

The Company has in place a Risk Management Committee
duly constituted in line with the provisions under
Regulation 21 of the Listing Regulations. You may refer
to the section on Corporate Governance, under the head
''Risk Management Committee'' for matters relating to the
constitution, meetings, and terms of reference of the
Committee.

(v) Corporate Social Responsibility Committee

In pursuance of the provisions of Section 135 of the
Companies Act, 2013 and Companies'' (Corporate Social
Responsibility Policy) Rules 2014, a Corporate Social
Responsibility (CSR) Committee has been constituted by
the Board of the Company.

For details of the composition of the Committee, the
CSR policy and other relevant details that are required to
be disclosed under the provisions of Section 134(3)(o) of
the Companies Act, 2013 and the Companies (Corporate
Social Responsibility Policy) Rules, 2014, kindly refer to the
section on Corporate Governance, under head ''Corporate
Social Responsibility Committee'' and the annual report on
CSR which is enclosed as Annexure I, which forms part of
this report.

(vi) Management Sub-Committee:

For conducting the day-to-day affairs of the Company,
a non-statutory Committee i.e., Management Sub¬
Committee of the Board of Directors has been constituted.

You may refer to the section on Corporate Governance,
under head ''Management Sub-Committee'' for details
related to composition and other relevant information of
the Committee.

VIGIL MECHANISM CUM WHISTLE BLOWER POLICY

Pursuant to the provisions under Section 177(9) of the Act
and Regulation 22 of Listing Regulations the Company has
established a Vigil Mechanism/ Whistle Blower Policy for
Directors and employees to report their genuine concerns.

At Puravankara, we have a comprehensive whistle-blower
policy that allows and encourages all stakeholders to bring
to the management''s notice concerns about suspected
unethical behavior, malpractice, wrongful conduct, fraud and
violation of the company''s policies.

The policy is available on the website of the
Company at the link: https://www.puravankara.com/
nextbackend/assets/uploads/investors_reports/
e8e3d504efd3bfc6334a78628224ab1d.pdf

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(3)(c) read with
Section 134(5) of the Companies Act, 2013, your Directors
hereby confirm that:

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

b) The Directors 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 at
the end of the financial year on March 31, 2025, and of the
profit and Loss of the Company for that period;

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

d) The annual accounts of the Company have been prepared
on a ''going concern'' basis;

e) The Directors 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

f) The Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

The Company conducts a familiarization programme for the
Independent Directors to enable them to familiarize with the
Company, its management and its operations so as to gain a
clear understanding of their roles, rights and responsibilities
for the purpose of contributing significantly towards the
growth of the Company.

The familiarization programme imparted to Independent
Directors is displayed on the Company website and can be
accessed at: https://www.puravankara.com/financials/PL_
ID-Familiarization-Programme-2024-25.pdf.

AUDITORS & AUDITORS'' REPORT
STATUTORY AUDITORS

In pursuance of the provisions under Section 139 (2) of the
Act read with the Companies (Audit and Auditors) Rules,
2014 (as amended), M/s. S R Batliboi & Associates LLP,
CharteredAccountants, FRN 101049W/E300004, were
appointed by the members as Statutory Auditors of the
Company for a period of 5 (Five) consecutive years from the
conclusion of the 36^th AGM held on September 27, 2022, till the
conclusion of the 41^st AGM to be held in the year 2027.

The Audit Committee reviews the independence and
objectivity of the Auditors and the effectiveness of the Audit
process. The Auditors will attend the Annual General Meeting
of the Company.

The Statutory Auditors have expressed an unmodified opinion

in their Consolidated Auditors'' Report and the Standalone
Auditors'' Report in respect of the audited financial statements
for the financial year ended March 31, 2025.

COST AUDITORS

In pursuance of the provisions under Section 148 of the
Companies Act, 2013 read with the Companies (Cost Records
and Audit) Rules, 2014 (as amended), your Company is required
to maintain the cost records and the said cost records
are required to be audited. The Company maintains all the
aforesaid cost records.

M/s. GNV & Associates (Firm Registration No.: 000150), the
Cost Auditors of the Company, audited the cost records of the
Company for the financial year ended 2024-25. There were
no qualifications or adverse remarks in the Cost Audit Report
which require any explanation from the Board of Directors.

The Board has, on the recommendations of the Audit
Committee, re-appointed M/s. GNV & Associates, Cost &
Management Accountants, to conduct the audit of cost
records for the financial year 2025-26. The remuneration
payable to the Cost Auditor for FY25 is subject to ratification
by the members at the ensuing AGM and the same is included
in Notice convening the 39^th AGM.

SECRETARIAL AUDITORS

In pursuance of the provisions under Section 204 of the
Companies Act, 2013 read with the Rule 9 of The Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and any other Rules made thereunder and
Regulation 24A of the Listing Regulations, M/s JKS &
Co. (Firm Registration No.: P2015KR040800), Practicing
Company Secretaries, conducted the secretarial audit of the
Company, and its unlisted subsidiaries incorporated in India,
for the financial year 2024-25. The Secretarial Audit Report
of the Company and its unlisted material subsidiaries for the
financial year ended March 31, 2025, are attached herewith,
marked as Annexure II, Annexure IIA, Annexure IIB and
Annexure IIC to this Report.

In pursuance of the provisions under Section 204 of the
Companies Act, 2013 read with the Rule 9 of The Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and any other Rules made thereunder and
Regulation 24A of the Listing Regulations,, the Board of
Directors has appointed, M/s JKS & Co. (Firm Registration
No.: P2015KR040800), Practicing Company Secretaries, a
Peer Reviewed Firm, has been appointed as the Secretarial
Auditors of the Company for a term of 5 (Five) consecutive
years i.e., from FY 2025-26 till FY 2029-30 subject to the
approval of the Shareholders in the ensuing Annual General
Meeting. A resolution to this effect is included in the notice
of the ensuing Annual General Meeting, which may kindly be
referred for more details.

INTERNAL AUDITORS

Pursuant to the provisions under Section 138 of Companies
Act, 2013, your directors, on the recommendations of the Audit
Committee, have appointed M/s. Grant Thornton Bharat LLP,
as Internal Auditors for a period of 3 (Three) years effective
from April 01, 2025, to March 31, 2028.

AUDITORS QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR DISCLAIMER

There was no qualification, reservation or adverse remark
or disclaimer from Statutory & Secretarial Auditors and the
comments given by the Statutory & Secretarial Auditors in
their respective Reports are self-explanatory and hence, do
not call for any further explanations or comments from the
Board.

Further, there was no fraud reported by the auditors under
section 143(12) of the Companies Act, 2013.

PARTICULARS OF INVESTMENTS MADE, LOANS GIVEN,
GUARANTEES GIVEN AND SECURITIES PROVIDED BY THE
COMPANY

The particulars of loans, guarantees and investments made
as at the end of FY 2024-25 are provided in the standalone
financial statements (refer Note No. 7).

Further to note that provision of Section 186 of the Companies
Act, 2013 is not applicable as Puravankara Limited being an
Infrastructure Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

We ensure that all transactions that are entered into with
related parties during the financial year meet the criteria of an
arm''s length price basis. All contracts and arrangements with
related parties under Section 188(1) of the Act, entered into by
the Company during the financial year, were approved by the
Audit Committee and wherever required, also by the Board
of Directors. The Related Party Transaction details including
the transaction(s) of the Company if any, with a person/entity
belonging to the promoter/promoter group which hold(s) more
than 10% shareholding in the Company as required pursuant
to para-A of Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 forms part of
the notes to the financial statements provided in this Annual
Report.

The policy on dealing with Related Party Transactions as
approved by the Board can be accessed at https://www.

puravankara.com/nextbackend/assets/uploads/investors_

reportsZd969467c1a61e1ad84e3bccbf670b5f1.pdf

Please refer to the details in Annexure III E-Form AOC-2.
FINANCIAL STATEMENTS

In accordance with the provisions under Section 129(3) of the
Companies Act, 2013 and Regulation 33 and Regulation 34
of the Listing Regulations, the Standalone and Consolidated
Financial Statements of the Company were prepared in
accordance with the Indian Accounting Standards (Ind AS)
prescribed by the Institute of Chartered Accountants of India
(ICAI), forms part of this Annual Report.

The financial statements are available for inspection during
business hours at the Registered Office of your Company.

STATEMENT RELATING TO SUBSIDIARIES AND THEIR
FINANCIAL STATEMENTS

In pursuance of the provisions under Section 129(3) of the
Companies Act 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014, (as amended) a statement containing
the salient features of financial statements of the Companys''
subsidiaries in E-Form No. AOC-1 is attached to the financial
statements of the Company as Annexure III to this report.

Your Directors hereby inform you that the audited annual
accounts and related information of the subsidiaries will be
available for inspection on any working day during business
hours at the registered office of the Company.

Further, pursuant to the provisions of Section 136 of the Act,
the Standalone financial statements, consolidated financial
statements of the Company along with relevant documents
and separate audited financial statements in respect of
subsidiaries, are available on the Company''s website at:
https://www.puravankara.com/investors.

SUBSIDIARIES

As on date, the Company has 35 subsidiary companies
(including nine step-down subsidiaries in India and 2
subsidiaries in Sri Lanka). Of these, Provident Housing
Limited, Starworth Infrastructure & Construction Limited and
T-Hills Private Limited, are unlisted material wholly owned
subsidiaries of the Company as defined under the Listing
Regulations. In pursuance of the provisions under regulation
24 of the Listing Regulations the following Independent
Directors of the Company were appointed on the Board of
Directors of unlisted material wholly owned subsidiaries:

Name of the Independent Director	Name of the Unlisted Material Wholly Owned Subsidiary	Date of Appointment
Ms. Shailaja Jha	Starworth Infrastructure & Construction Limited	24.05.2023
Mr. Anup Sanmukh Shah	Provident Housing Limited	23.07.2019

As on date, T-Hills Private Limited does not fulfil the criteria laid down in the explanation to Regulation 24(1) of the Listing
Regulations and therefore the requirement specified in the said regulation is not applicable.

Details of entities which became/ceased to be the Company''s subsidiaries, joint ventures or associate companies: Nil.

The link to access policy on material subsidiaries is: https://www.puravankara.com/backend/assets/uploads/investors_reports/
dbc1e9da6f56363472b1140a77ce51c0.pdf

MATERIAL CHANGES AND COMMITMENTS

In terms of Section 134(3) of the Companies Act, 2013, no material changes and commitments which could affect the Company''s
financial position occurred between the end of the financial year of the Company to which the Balance Sheet relates and to the
date of this Report and there has been no change in the nature of business of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies
(Accounts) Rules, 2014, is as follows:

A. CONSERVATION OF ENERGY

i. Steps taken or impact on conservation of energy	Site Selection and Planning
	Selecting a site with proximity to basic amenities and public transport
	to reduce the need for personal vehicles and promote walkability which
	indirectly reduces the carbon footprint to the environment.
	Daylighting and Orientation
	Maximizing daylight penetration by planning the office floor with a central
	core, limiting the depth of the floor plate. Orienting the building to reduce
	exposure to the south, which reduces direct sunlight and heat gain.
	Ensuring maximum day light penetration for habitable spaces in
	Residential developments.
	Glazing and Windows
	Using performance glass to increase visual light transmission, reduce
	solar heat gain, and enhance thermal comfort.
	Roofing
	Applying solar reflective paints to exposed roof areas to reduce heat
	absorption.
	Heating, Ventilation, and Air Conditioning (HVAC)
	Using centrifugal chillers with a higher coefficient of performance (COP)
	to reduce energy consumption.
	Implementing energy metering through a building management system
	(BMS) to monitor and optimize energy usage.
	Lighting
	Using LED lighting for all common areas to reduce energy consumption.
	Water Conservation
	Installing low-flow water fixtures to reduce water usage. Implementing
	an on-site sewage treatment plant (STP) to treat and reuse water for
	landscaping, flushing, and HVAC purposes. Harvesting and reusing
	rainwater for domestic consumption, aiming for zero discharge.
	Energy Audits
	Conduct energy audits to identify areas of improvement and optimize
	energy usage.

ii. Steps taken by the Company for utilizing alternate sources of energy	Renewable Energy Sources Installation of solar panels on rooftops/solar farms to generate electricity for common area lighting and electrical loads. Consideration to implement wind turbines or invest in wind energy credits. Utilizing organic waste or biomass to generate power.
iii. Capital investment in energy conservation equipment	Energy-Efficient Equipment Upgrade to energy-efficient mechanical equipment and machinery across all projects. Installation of Centrifugal Chillers with higher COP (Co-efficient of Performance) Emerging Technologies Explore new and emerging alternative energy technologies and materials. Collaboration and Partnerships Collaborate with other companies, governments, or organizations to advance alternative energy initiatives. Implement energy management systems to monitor and control energy usage. Develop energy-saving policies and procedures. Incorporate energy-efficient design principles in construction projects. Explore energy storage options like batteries to optimize energy usage. Consider carbon offsetting or purchasing renewable energy credits. Develop a sustainability reporting framework to track progress and share achievements. Engage with local communities and stakeholders to promote sustainable energy practices. By implementing these strategies, we can significantly reduce energy consumption, carbon emissions, and environmental impact while promoting a culture of sustainability and innovation.
B. TECHNOLOGY ABSORPTION
i. Efforts made towards technology absorption	Enhanced security posture of the organization by initiating Extended Detection and Response (XDR), Single Sign On (SSO), Multi Factor Authentication (MFA) & Security Operation Centre (SOC). E-Payment & E-Collection using Easebuzz integration - Reduced unknown payments and expedited collection consolidation. Service Module Implementation and rollout in Salesforce - have better visibility, transparency and improved TAT for customer interaction and engagement.
ii. Benefits derived like product improvement, cost reduction, product development or import substitution	We use sustainable materials for effectively reducing the carbon footprint in the environment.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): a) Details of technology imported; b) Year of import; c) Whether the technology has been fully absorbed; and d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof.	NA
iv. Expenditure incurred on Research and Development.	NA

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

(Amount in '' in Crores)
Particulars	2024-25	2023-24
Foreign Exchange Earnings	-	4.11
Foreign Exchange Expenditure	11.52	1.26

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION
TO THE OVERALL PERFORMANCE OF THE COMPANY*:

S.No.	Name of the subsidiary	Turnover	Profit before taxation (PBT)	Profit After Taxation (PAT)	% of contribution to the overall performance of the Holding Company
1	Starworth Infrastructure & Construction Limited	43,100.96	(1,315.14)	(987.57)	5%
2	Provident Housing Limited	35,859.46	(3,669.84)	(3,394.85)	17%
3	T-Hills Private Limited*	31,348.44	11,014.04	8,224.89	-41%

Apart from these three Unlisted Material Wholly Owned Subsidiaries,, other wholly owned subsidiaries, subsidiaries, associates
and joint venture companies do not have any significant contribution towards the performance of Puravankara Limited.

*The % of contribution of T-Hills to the overall performance of the Holding Company is in negative because the Consolidated PAT
of Puravankara Limited for the FY 2024-25 is in negative.

Kindly refer to E-form AOC-1 for more details, which forms part of this report.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has put in place a Risk
Management Policy which aims at enhancing shareholders''
value and providing an optimum risk-reward tradeoff. The risk
management approach is based on a clear understanding of
the variety of risks that the organization faces, disciplined
risk monitoring and measurement and continuous risk
assessment and mitigation measures.

The policy is available on the website of the Company at:
https://www.puravankara.com/backend/assets/uploads/
investors_reportsZ2cbdca9c0398f68d78b2f61527314d76.pdf.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During 2024-25, we continued to focus our CSR efforts in
building the fundamentals of society:

• Environment and sustainability

• Education

• Art and culture

• Para Sport

Below are few of the long-term CSR interventions by
Puravankara in its chosen areas:

Medians and park maintenance

Puravankara has been maintaining medians and parks for 10
years. Medians and parks are adopted from the BBMP under
the PPP model, and an external landscaping team is deployed

for maintenance. Presently, we are maintaining 7 medians, 1
park and 1 circle. Furthermore, the Company has planted 400
species of air purifying, flowering and ornamental plants at
park and medians. This has spruced up the public space and
roads. Puravankara has won awards for "Well-maintained
Medians" from the Department of Horticulture, Govt. of
Karnataka and the Mysore Horticulture Society organized
horticulture shows during Independence Day and Republic
Day.

Miyawaki forest - tree plantation in rural Bengaluru

As part of a three-year initiative, Puravankara has planted
40,000 trees in FY 2024-25 at Bhoothanahalli, Bannerghatta,
using the Miyawaki method. This effort replicates natural
forest ecosystems, thereby enhancing biodiversity, soil
health, and local wildlife populations. It reflects Puravankara''s
commitment to sustainability by restoring degraded land and
creating urban green spaces with ecological and community
value.

Water Conservation Initiatives (Million Wells Program)

Puravankara is advancing water conservation in Bengaluru
through the ''Million Wells for Bengaluru Campaign'' to address
the city''s acute water scarcity. The initiative focuses on
rejuvenating heritage wells, creating new recharge wells,
and implementing rainwater harvesting systems in public
spaces to promote water sustainability. In FY 2024-25, two
heritage wells were revived in DJ Halli and Sonapanahalli,
benefiting around 3,000 people. Additionally, a focused
project in Hunsamaranahalli has been launched to enhance
water availability from shallow aquifers, with 10 new filter
borewells drilled and 3 refurbished, collectively supplying 468
KL of water daily. This initiative also includes sump cleaning,
waterproofing, open well construction, water treatment, and
pump installations, further strengthening community water
resilience.

Puravankara B-Plan endowment fund for B-Plan (Bachelor
of Planning) students (Scholarship Program)

This program is designed to offer financial support to students
from economically disadvantaged backgrounds. Under this
initiative, Puravankara Ltd. will cover the semester and hostel
fees for the entire four-year course for 10 B-Plan students.
The students will be selected through a process overseen by a
committee formed jointly by Anna University and Puravankara
Ltd.

Vidyasarathi with Protean and TISS

In line with its vision for an equitable future, Puravankara,
in collaboration with Protean eGov and the Tata Institute
of Social Sciences (TISS), supports the Vidyasaarathi
Scholarship program to empower students from economically

disadvantaged backgrounds. Through this initiative,
Puravankara intends to support students pursuing higher
education. Apart from their academic performance, the
eligibility criteria included students whose annual family
income is less than Rs. 5 lakhs and students belonging to the
local community. During FY 2024-25, a total of Rs. 18 lakhs
was disbursed through the scholarship to cover 59 students
across Goa and Karnataka.

Khel Khel Mein

In association with the Wockhardt Foundation, Puravankara
is contributing towards the Khel Khel Mein Program.
This program adopts a unique approach of working with
underprivileged children in the age group of 6-12 years in slum
communities with an aim of providing a space to engage them
in recreational activities within a structured program based
on human values and character. Under the program, children
are provided with opportunity to play with toys and games with
an emphasis on human values, English language and basics of
mathematics and science. The focus is to spread happiness
and joy to the students while creating awareness about the
importance of fun-based learning in society. Puravankara
has contributed to setting up 7 Khel Khel Mein centres in
Bangalore, Mumbai & Pune. Across these centres, about 393
children have benefited from the program.

Supporting Education through facility enhancement

Puravankara has helped to enhance the school infrastructure
at DKZP Higher Primary School, Meenakalia, Panambur,
Karnataka. This initiative has notably improved the school
infrastructure and environment, making it more conducive
to learning. It has equipped the school with additional
classrooms, thereby enabling it to accommodate more
students.

Swami Vivekananda Cultural Youth Centre - Viveka Smaraka,
Mysuru:

Puravankara supported Swami Ramkrishna Mission Ashrama,
Mysuru, in developing Viveka Smaraka-Swami Vivekananda
Cultural Youth Centre to enhance youth education and
learning. The Viveka Smaraka Youth Centre offers thousands
of students values-based character education inspired by
Swami Vivekananda. It focuses on vocational skills, life skills,
and cultural competence, promoting personality development
and community integration. The centre impacts around
25,000 students annually across 26 colleges, 582 schools,
and urban/rural youth, including working professionals,
homemakers, senior citizens, and tourists.

Promotion of Paralympic sport

Puravankara, in partnership with Parishrama Divyang Sports
Academy, launched the project "Empowering Abilities,

Transforming Lives" to support and empower persons
with disabilities through para-sports. The program offers
professional training, nutritional support, and competitive
platforms to help participants build confidence and showcase
their talents. In FY 2024-25, three key events were held in
Bengaluru with full logistical support:

• Badminton Training & Competition - 80 participants

• Para Shot Put Training - 40 participants

• Para Swimming Training & Competition - 80 participants
ANNUAL RETURN

In accordance with the Companies Act, 2013, the annual
returns in the prescribed format is available on the Company''s
website at https://www.puravankara.com/investors.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are annexed as Annexure V and forms
part of this Report.

REMUNERATION POLICY

The Board, as per the recommendation of the Nomination
& Remuneration Committee, has framed a Nomination &
Remuneration policy, providing (a) criteria for determining
qualifications, positive attributes, and independence of
Directors and (b) a policy on remuneration for Directors, Key
Managerial Personnel, and other employees. The detailed
Remuneration policy may be accessed on the following weblink
of the Company''s website at: https://www.puravankara.
com/Financials/Nomination%20and%20Remuneration%20
Policy_PL.pdf

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In pursuance of the provisions under Regulation 34(2)(f) of
the Listing Regulations and SEBI Master Circular No. SEBI/
HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, The
Company is presenting the Business Responsibility and
Sustainability Report ("BRSR") to the stakeholders of the
Company as part of this Annual Report and available on the
website of the Company at: https://www.puravankara.com/
investors

CORPORATE GOVERNANCE

Your Company believes that strong corporate governance
is critical to enhancing and retaining the stakeholder''s
trust. Your Company also endeavors to enhance long-term
stakeholder value and practice good governance in all its
business decisions.

In Pursuance of the provisions under Regulation 34 read with
Schedule V of the Listing Regulations, a separate section on

Corporate Governance practices followed by the Company and
a certificate from Mr. Nagendra D Rao, Practicing Company
Secretary, regarding the compliance of the Corporate
Governance Standards is enclosed herewith.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on Management Discussion and Analysis as stipulated
under Regulation 34 of the Listing Regulations forms an
integral part of this Annual Report.

CREDIT RATING

ICRA Limited vide its letter dated March 18, 2025, has reviewed
the Credit Rating for bank facilities and has reaffirmed the
long-term Rating at [ICRA] A-(Stable) and short-term rating at
[ICRA] A2 .

INSIDER TRADING REGULATIONS

In accordance with the provisions under SEBI (Prohibition of
Insider Trading) Regulations, 2015, the Company has in place
following policies/codes which are revised from time to time
according to applicable laws or as per need:

O The Code of Conduct to Regulate, Monitor and Report
trading by Designated Persons and their Immediate
Relatives;

O The Code of practices and procedures for fair disclosure
of Unpublished Price Sensitive Information (UPSI); and

O The Policy on determination of legitimate purposes for
sharing unpublished price sensitive information and on
dealing with leakage or suspected leakage of unpublished
price sensitive information.

The aforesaid policies/codes are available on the website of
the Company at: https://www.puravankara.com/investors/

Further, the Company has put in place an adequate and
effective system of internal controls including maintenance
of a structured digital database (SDD) and standard operating
procedures (SOP) to ensure compliance with the requirements
of the SEBI (Prohibition of Insider Trading) Regulations, 2015
to track the sharing of UPSI and prevent insider trading.

UNCLAIMED AND UNPAID DIVIDENDS, AND TRANSFER OF
SHARES TO IEPF

Pursuant to Section 124 of the Companies Act, 2013 read with
the Investor Education Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 ("Rules"), all dividends
remaining unpaid or unclaimed for a period of 7 (Seven) years
and also the shares in respect of which the dividend has not
been claimed by the shareholders for 7 (Seven) consecutive
years or more are required to be transferred to Investor
Education Protection Fund (IEPF) in accordance with the
procedure prescribed in the Rules.

You may refer to the section on Corporate Governance, under
head ''Transfer to IEPF Account'' for more details.

INTERNAL COMPLAINT COMMITTEE UNDER SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at
workplace and has adopted a policy on Prevention, Prohibition
and Redressal of Sexual Harassment at Workplace in line

with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the rules made thereunder for prevention and redressal of
complaints of sexual harassment at workplace.

The Company has also complied with provisions relating to
the constitution of Internal Complaints Committee (ICC) under
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

Disclosure of the status of Complaints pursuant to Rule 8 of Companies (Accounts) Rules, 2014, during the period under review, is
as below:

SL. No.	Particulars	2024-25
i.	Number of Sexual Harassment Complaints received	3
ii.	Number of Sexual Harassment Complaints disposed off	3
iii.	Number of Sexual Harassment Complaints pending beyond 90 days	0

DISCLOSURE UNDER THE REQUIREMENTS OF MATERNITY BENEFIT ACT, 1961

During the period under review, your Company has complied with the applicable provisions of the Maternity Benefit Act, 1961.
Status of Female employees who had availed the benefits under this Act is below:

SL. No.	Particulars	2024-25
i.	Number of Female Employees	228
ii.	Number of Female Employees who availed the Maternity Benefit	7
iii.	Company has complied with the Act	Yes

STATEMENT SHOWING FOREIGN OWNERSHIP LIMITS

Pursuant to Rule 2(s) of the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, made under the Foreign Exchange
Management Act, 1999, below is the statement indicating the Board approved foreign ownership limits and the limits utilized
during the period under review:

SL. No.	Particulars	Approved Limits (%)	Limits Utilized (%)
i.	As on Shareholding date:	100	17.77
ii.	As on the end of the previous 1st quarter:	100	17.84
iii.	As on the end of the previous 2nd quarter:	100	17.77
iv.	As on the end of the previous 3rd quarter:	100	17.79
v.	As on the end of the previous 4th quarter:	100	17.51

OTHER POLICIES

Other policies formulated in compliance with the provisions
of the Companies Act, 2013, the Listing Regulations and other
applicable laws are available on the website of the Company
at: https://www.puravankara.com/investors/

OTHER DISCLOSURES

No disclosure or reporting is required in respect of the
following items as there were no transactions or the same

were not applicable During the period under review:

O The Managing Director of the Company has not received
any remuneration or commission from any of the
subsidiaries of the Company;

O No significant or material orders were passed by the
Regulators or Courts or Tribunals which would impact
the ''going concern'' status of the Company'' and its future
operations;

O There were no proceedings initiated/pending against
your Company under the Insolvency and Bankruptcy Code,
2016;

O There were no instances where your Company required
the valuation for one time settlement or while taking the
loan from the Banks or Financial institutions;

O There was no change in the nature of the business of the
Company.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to the Central
Government, State Governments and Company''s Bankers
and other lenders for the assistance, co-operation and
encouragement. Your directors also wish to place on record
their sincere thanks and appreciation for the continuing
support and unstinting efforts of investors, vendors, dealers,
business associates and employees in ensuring excellent all¬
around performance.

For and on behalf of the Board of Directors of
Puravankara Limited

sd/- sd/-

Ashish Ravi Puravankara Amanda Joy Puravankara

Managing Director Additional Whole Time Director

Din: 00504524 Din: 07128042

Date: August 08, 2025 Date: August 08, 2025

Place: Bengaluru Place: Bengaluru

---

Mar 31, 2024

Your directors are pleased to present the 38th Annual Report along with Company’s audited financial statements for the financial year ended on March 31,2024.

FINANCIAL HIGHLIGHTS (? _in rrnrpl

Particulars	Standalone		Consolidated
	FY 2024	FY 2023	FY 2024	FY 2023
Total income	1215.09	900.74	2260.10	1406.99
Profit before tax	29.41	128.35	68.24	55.44
Profit / (Loss) after tax for the year	33.54	114.24	42.00	66.52
Total Comprehensive Income	34.05	111.75	42.39	66.33

FINANCIAL PERFORMANCE

The standalone revenue of the Company stood at Rs. 1,105.71 crores compared to Rs. 648.24 crores in the previous financial year. Correspondingly, the company has earned profit (after tax) of Rs. 33.54 crores for the year 2023-24 as against a profit (after tax) of Rs.114.24 crores in the previous financial year.

The consolidated revenue of your Company stood at Rs. 2,185.26 crores, as compared to Rs. 1,235.77 crores in the previous financial year, showing an increase of 76.83%. Total consolidated profit after tax for the year stood at Rs. 42 Crores compared to the profit after tax of Rs. 66.52 Crore in the previous financial year.

Your Company is in the business of real estate development and sale and follows IND AS 115 for recognition of revenue. Accordingly, revenue can be recognized only when, apart from other related conditions, the house/unit is delivered to the customer. The development and delivery of homes/ units take substantial time - often three to five years and hence revenue in respect of such projects can be recognized only upon completion of such projects. Thus, there is a substantial lag in revenue recognition. Although the sale is confirmed and customer advance is collected and construction is substantially completed, revenue cannot be recognized in line with prevailing regulations. Further, as and when the Company incurs any sales and marketing expenses, the same needs to be accounted for as a cost for that period. To ensure successful launch of projects, your Company incurs a substantial amount of marketing expenses and in the financial year 2023-24 too, your Company incurred sales and marketing expenses which have been accounted for the financial year.

To ensure a balance between revenue and cost, your Company has ensured sufficient spread of its projects across different timelines in a manner to enable continuous

delivery of projects and cash flows throughout the year under review. The Company has also started launching plotted development projects which will have a shorter completion cycle.

OPERATIONAL PERFORMANCE

Puravankara Limited achieved an area of 7.35 million sq. ft. in the financial year 2023-24 as compared to 4 million sq. ft. in the previous financial year 2022-23. Despite significant challenges in terms of repo rate increases by RBI and a sluggish economic environment triggered by elevated inflation and pressure on incomes, the sales value increased by 90% on a year-on-year basis to Rs. 5,914 crores compared to Rs. 3,107 crores during the previous financial year. We accelerated our digital initiatives, which include an exclusive digital launch of two projects and online booking. During the year, projects launched by the Company include - Soukhyam, Raagam, Kensho Hills, Ecopolitan, Deansgate, Botanico, Kenvista - 1-4 tower, Purva Okashire, One Park Avenue 1, One Park Avenue 6, Provident Kevista 10, 11 and 12 across India.

Further, the Company witnessed an increase in home buyers’ interest in larger homes, better amenities and well-designed projects, driving consumers to consider Puravankara. Demand resiliency in residential units, including residential plots, motivated us to have a healthy launch pipeline for FY23, especially with our new vertical Purva Land for plotted development projects. We are well-poised to capture the upcoming recovery in the real estate sector with our full-fledged experience and capabilities.

The Company has a well-crafted program called "Purva Privilege" offering rewards to the residents as well as the prospective residents of the Company’s residential projects.

DIVIDEND

The Company declared and paid an interim dividend of ''6.3/- per equity share of ''5/- each per share on January 23, 2024, and with an object to augment the future growth of your Company and also to conserve cash reserves, the Board of Directors considers not to recommend any further dividend for the year ended March 31,2024.

In terms of the Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), the Dividend Distribution Policy of the Company is available on the website of the Company at https://www.puravankara.com/backend/assets/uploads/ investors reports/84ac16e0ee24eda4e76579a8847bc4f4. pdf

TRANSFER TO RESERVES

Pursuant to the provisions under Section 123 of the Companies Act, 2013, there was no proposal to transfer any amount to the General Reserves of the Company for the period under review.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Adequate internal control systems commensurate with the nature of the Company’s business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations. Internal control systems are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately protected.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

SHARE CAPITAL

The paid-up equity share capital remained unchanged at '' 118,57,48,430 during the financial year ended March 31, 2024. There were no public issues, rights issues, bonus issues or preferential issues during the period under review.

EMPLOYEE STOCK OPTION PLAN

During the period under review, 13,13,056 options were granted to the employees of the Company under Puravankara Employee Stock Option Plan -2022 ("Plan-2022") implemented in accordance with the provisions under SEBI (Share Based Employee Benefit & Sweat Equity) Regulations, 2021 ("SBEB Regulations, 2021").

Pursuant to the provisions under Regulation 13 of SBEB Regulations, 2021, the Secretarial Auditor’s certificate on the implementation of the Plan -2022, in accordance with the aforesaid Regulations, will be made available at the Annual General Meeting.

The applicable disclosures as stipulated under the provisions of Regulation 14 of the SBEB Regulations, 2021, are available on the website of the Company at https:// www.puravankara.com/investors/

DEBENTURES

As on March 31, 2024, The Company has outstanding debentures amounting to Rs. 187.78 Crores.

DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Chapter- V of the Companies Act, 2013 and rules made thereunder.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As on March 31,2024, the Board of the Company comprised of Six (6) Directors of which three (3) are Executive Directors and 3 are Non-Executive Independent Directors. During the year under review, the composition of the Board was as follows, in due compliance with the provisions under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

SI No	Name of the Director	Designation
1.	Mr. Ravi Puravankara	Chairman & Executive Director
2.	Mr. Nani R. Choksey#	Vice-Chairman & Whole-Time Director
3.	Mr. Ashish Ravi Puravankara	Managing Director
4.	Mr. Abhishek Kapoor	Executive Director, CEO and CFO
5.	Mr. Anup Sanmukh Shah	Independent Director
6.	Ms. Shailaja Jha	Independent Director
7.	Mr. Kulumani Gopalratnam Krishnamurthy	Independent Director
8.	Mr. Sanjeeb Chaudhuri*	Independent Director

Key Managerial Personnel within the meaning as per as per Section 203 of the Companies Act, 2013 as at the date of this report are as follows:

S. No.	Name of the KMP	Designation
1.	Mr. Ravi Puravankara	Chairman & Executive Director
2.	Mr. Nani R. Choksey#	Vice-Chairman & Whole-Time Director
3.	Mr. Ashish Ravi Puravankara	Managing Director
4.	Mr. Abhishek Kapoor	Executive Director, CEO and CFO
5.	Mr. Sudip Chatterjee**	Company Secretary & Compliance Officer

During the year under review,

® #Mr. Nani R. Choksey, Vice Chairman and Whole Time Director, resigned from the directorship in the Company w.e.f. March 11, 2024, citing personal reasons and has confirmed that there are no other material reasons attributable/ connected with the Company for his resignation.

© *Mr. Sanjeeb Chaudhuri resigned from the directorship in the Company, w.e.f December 12, 2023, and has confirmed that there are no other material reasons attributable/ connected with the Company for his resignation.

® **Mr. Sudip Chatterjee was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. May 26, 2023.

In accordance with the provisions under Section 152 (6) of the Companies Act, 2013, Mr. Ravi Puravankara (DIN: 00707948) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for re-appointment and the same has been recommended by the Board for the approval of shareholders, on the recommendation made by the Nomination and Remuneration Committee of the Company.

The Notice convening the 38th (Thirty Eight) Annual General Meeting includes the proposals for the re-appointment of the aforesaid Director and the brief details indicating the nature of his expertise in specific functional areas and names of the companies in which he holds directorship/ membership/ chairmanship of the Board or Committees, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 (SS-2) issued by ICSI as amended have been provided as an annexure to the Notice convening the Thirty Eight Annual General Meeting of your Company.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:

The Board confirms that all Independent Directors of your Company have given a declaration to the Board that they

meet the criteria of independence as prescribed under Section 149(6) of the Act along with the Rules framed thereunder and Regulation 16 of the Listing Regulations. Further, they have included their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

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

During the Financial Year 2023-24, a separate meeting, exclusively of the Independent Directors was held on March 30, 2024, in which the Independent Directors transacted the following businesses along with few other important strategic and policy-related matters:

® Reviewed performance of the Executive Directors and Management of the Company.

® Discussed the quality, quantity and timeliness of the flow of information between the Directors and the Management of the Company.

© Discussed the strategic matters of the Company and the current state of the real-estate industry.

® Discussed the business continuity plan in the organization.

ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee ("NRC") has formulated criteria for Board evaluation, the functioning of its committees and individual Directors including Independent Directors and specified that such evaluation will be done by the NRC and the Board, pursuant to the Act and the Rules made thereunder read with the SEBI Listing Regulations, as amended. The Company believes that it is the collective effectiveness of the Board that impacts

the Company’s performance. The Board’s performance is assessed against the role and responsibilities as provided in the Act and SEBI Listing Regulations. The parameters for the Board’s performance evaluation have been derived from the Board’s core role of trusteeship to protect and enhance shareholders’ value as well as to fulfil expectations of other stakeholders through strategic supervision of the Company.

The evaluation of the functioning of Board Committees is based on 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, in realizing the vision and mission of the Company. While the Board evaluated its performance as per the parameters laid down by the NRC, the evaluation of Individual Directors was carried out in reference to those laid down parameters, in order to ensure objectivity. The Independent Directors of the Board also reviewed the performance of the NonIndependent Directors, the Chairman and the Board as a whole, pursuant to the provisions under Schedule IV to the Act and Regulation 25 of the SEBI Listing Regulations.

MEETINGS OF THE BOARD

During the financial year 2023-24, Six meetings of the Board of Directors were held on the dates as follows:

Sl. No.	Date of Board Meeting
1	May 26, 2023
2	August 11,2023
3	November 14, 2023
4	November 29, 2023
5	January 23, 2024
6	March 30, 2024

The mandatory requirement of holding meetings of the Board of Directors of the Company, i.e., within the interval of 120 days as provided in section 173 of the Companies Act, 2013 and Regulation 17(2) of SEBI LODR 2015, has been complied with.

For further details, please refer to the Corporate Governance Section forming part of this Annual Report.

The recommendations and suggestions of the Audit Committee and the other Committees of the Board were duly considered and accepted by the management of your Company and implemented thoroughly. The Board of Directors further confirm that the Secretarial Standards I and II issued by the Institute of Company Secretaries of India have been complied with.

COMMITTEES OF THE BOARD:

As on March 31, 2024, the Board had six (6) Committees:

(i) Audit Committee (ii) Nomination and Remuneration Committee (iii) Corporate Social Responsibility Committee (iv) Stakeholders’ Relationship Committee (v) Risk Management Committee and (vi) Management SubCommittee of the Board.

(i) Audit Committee:

An Audit Committee has been constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI LODR Regulations 2015. You may refer section on Corporate Governance, under head ''Audit Committee’ for matters relating to constitution, meetings and terms of reference of this Committee.

(ii) Nomination and Remuneration Committee

A Nomination and Remuneration Committee has been constituted in accordance with the provisions of subsection (1) of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI LODR Regulations, 2015. You may refer section on Corporate Governance, under head ''Nomination and Remuneration Committee’ for matters relating to constitution, meetings, terms of reference of the Committee; and the remuneration policy formulated by this Committee.

(iii) Stakeholders Relationship Committee

A Stakeholders relationship Committee, has been constituted in line with the provisions under Regulation 20 of the SEBI Listing Regulations and Section 178 (5) of the Companies Act 2013.

You may refer section on Corporate Governance, under the head ''Stakeholders Relationship Committee’ for matters relating to constitution, meetings, and terms of reference of the Committee.

(iv) Risk Management Committee

The Company has in place a Risk Management Committee duly constituted in line with the provisions under Regulation 21 of the SEBI Listing Regulations. You may refer section on Corporate Governance, under the head ''Risk Management Committee’ for matters relating to constitution, meetings, and terms of reference of the Committee.

(v) Corporate Social Responsibility Committee

In pursuance of the provisions of Section 135 of the Companies Act, 2013 and Companies’ (Corporate

Social Responsibility Policy) Rules 2014, a Corporate Social Responsibility (CSR) Committee has been constituted by the Board of the Company. For details of the composition of the Committee, the CSR policy and other relevant details that are required to be disclosed under the provisions of Section 134(3)(o) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, kindly refer the section on Corporate Governance, under head ''Corporate Social Responsibility Committee ’ and the annual report on CSR which is enclosed as Annexure I, which forms part of this report.

(vi) Management Sub-Committee

For the day-to-day affairs of the Company, a management sub-committee has been constituted under the Board of Directors of the Company. For details on the management sub-committee, you may refer the section on Corporate Governance.

VIGIL MECHANISM CUM WHISTLE BLOWER POLICY

Pursuant to the provisions under Section 177(9) of the Act and Regulation 22 of Listing Regulations, the Company has established a Vigil Mechanism/ Whistle Blower Policy for Directors and employees to report their genuine concerns.

At Puravankara, we have a comprehensive whistle-blower policy that allows and encourages all stakeholders to bring to the management''s notice concerns about suspected unethical behaviour, malpractice, wrongful conduct, fraud and violation of the company''s policies.

The policy is available on the website of the Company at the link:

https://www.puravankara.com/backend/assets/uploads/ investors reports/e8e3d504efd3bfc6334a78628224ab1d. pdf

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your Directors hereby confirm that:

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

b) The Directors 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 at the end of financial year on March 31,2024, and of the

profit of the Company for that period;

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

d) The annual accounts of the Company have been prepared on a ''going concern’ basis;

e) The Directors 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

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company conducts familiarization programme for the Independent Directors to enable them to familiarize with the Company, its management and its operations so as to gain a clear understanding of their roles, rights and responsibilities for the purpose of contributing significantly towards the growth of the Company.

The familiarization programme imparted to independent directors is displayed on the Company website and can be accessed at: https://www.puravankara.com/investors/

AUDITORS & AUDITORS'' REPORT

Statutory Auditors

M/s. S R Batliboi & Associates LLP, Chartered Accountants, FRN 101049W/ E300004, were appointed by the members as Statutory Auditors of the Company for a period of five years from the conclusion of the 36th AGM held on September 27, 2022, till the conclusion of the 41st AGM to be held in the year 2027.

The Audit Committee reviews the independence and objectivity of the Auditors and the effectiveness of the Audit process. The Auditors attend the Annual General Meeting of the Company.

The Statutory Auditors have expressed an unmodified opinion in their Consolidated Auditors’ Report and the Standalone Auditors’ Report in respect of the audited financial statements for the financial year ended March 31, 2024.

COST AUDITORS

In pursuance of the provisions under Section 148 of the Companies Act, read with the Companies (Cost Records and Audit) Rules, 2014 (as amended), your Company is required to maintain the cost records and the said cost records are required to be audited. The Company is maintaining all the aforesaid cost records.

M/s. GNV & Associates (Firm Registration No.: 000150), the Cost Auditors of the Company, audited the cost records of the Company for the financial year ended 2023-24. There were no qualifications or adverse remarks in the Cost Audit Report which require any explanation from the Board of Directors.

The Board has on the recommendations of the Audit Committee, re-appointed M/s. GNV & Associates, Cost & Management Accountants, to conduct the audit of cost records for the financial year 2024-25. The remuneration payable to the Cost Auditors for FY25 is subject to ratification by the members at the ensuing AGM and the same is included in Notice convening the 38th AGM.

SECRETARIAL AUDITORS

In pursuance of the provisions under Section 204 of the Companies Act, 2013 read with the rules made thereunder and Regulation 24A of the listing Regulations, 2015, M/s JKS & Co. (Firm Registration No.: P2015KR040800), Company Secretaries conducted the secretarial audit of the Company and its unlisted subsidiaries incorporated in India, for the financial year 2023-24. The Secretarial Audit Report of the Company and its unlisted material subsidiaries for the financial year ended March 31, 2024, is attached herewith, marked as Annexure II, Annexure IIA and Annexure IIB to this Report.

INTERNAL AUDITORS

Pursuant to the provisions under Section 138 of Companies Act, 2013, your directors, on the recommendations of the Audit Committee, have appointed M/s. Grant Thornton Bharat LLP as Internal Auditors for a period effective from April 01,2022, to March 31,2025.

AUDITORS QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER

There was no qualification, reservation or adverse remark or disclaimer from Statutory & Secretarial Auditors and the comments given by the Statutory & Secretarial Auditors in their respective Reports are self-explanatory and hence, do not call for any further explanations or comments from the Board.

Further, there was no fraud reported by the auditors under section 143(12) of the Companies Act, 2013

PARTICULARS OF INVESTMENTS MADE, LOANS GIVEN, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE ACT

The particulars of loans, guarantees and investments made under the provisions of Section 186 of the Act as at the end of FY 2023-24 are provided in the standalone financial statements (refer Note No. 7)

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

We ensured that all transactions that were entered into with related-parties during the financial year met the criteria of an arm’s length price basis. All contracts and arrangements with related parties under Section 188(1) of the Act, entered into by the Company during the financial year, were approved by the Audit Committee and wherever required, also by the Board of Directors. The Related Party Transaction details including the transaction(s) of the Company if any, with a person/entity belonging to the promoter/promoter group which hold(s) more than 10% shareholding in the Company as required pursuant to para-A of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the notes to the financial statements provided in this Annual Report.

The policy on dealing with Related Party Transactions as approved by the Board can be accessed at https://www. puravankara.com/backend/assets/uploads/investors reports/64ddec251476e2067fcb41c4b440606b.pdf

Please refer to the details in Annexure III for Form AOC-2.

FINANCIAL STATEMENTS

In accordance with the provisions under Section 129(3) of the Companies Act, 2013 and Regulation 33 and Regulation 34 of the Listing Regulations, the Standalone and Consolidated Financial Statements of the Company, prepared in accordance with the Indian Accounting Standards (IndAS) prescribed by the Institute of Chartered Accountants of India, forms part of this Annual Report.

The financial statements are available for inspection during business hours at the Registered Office of your Company.

STATEMENT RELATING TO SUBSIDIARIES AND THEIR FINANCIAL STATEMENTS

In pursuance of the provisions under Section 129(3) of the Companies Act 2013, a statement containing the salient features of financial statements of the Company’s

subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company.

Your Directors hereby inform you that the audited annual accounts and related information of the subsidiaries will be available for inspection on any working day during business hours at the registered office of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company’s website at :https://www.puravankara.com/investors

SUBSIDIARIES

As on date, the Company has 31 subsidiary companies (including Eleven step-down subsidiaries in India and 2 subsidiaries in Sri Lanka). Of these, Provident Housing Limited, Starworth Infrastructure & Construction Limited and T-Hills Private Limited, are material unlisted subsidiaries of the Company as defined under the SEBI Listing Regulations. In pursuance of the provisions under regulation 24 of the Listing Regulations, the following Independent Directors of the Company were appointed on the Board of Directors of material subsidiaries:

Name of the Independent Director	Name of the Material Subsidiary	Date of Appointment
Ms. Shailaja Jha	Starworth Infrastructure & Construction Limited	24.05.2023
Mr. Anup Sanmukh Shah	Provident Housing Limited	23.07.2019

As on date, T-Hills Private Limited does not fulfil the criteria laid down in the explanation to Regulation 24(1) of the Listing Regulations and therefore the requirement specified in the said regulation is not applicable.

Details of entities which became/ceased to be the Company’s subsidiaries, joint ventures or associate companies are specified in Annexure IV.

The link to access policy on material subsidiaries is: https://www.puravankara.com/backend/assets/uploads/investors reports/dbc1e9da6f56363472b1140a77ce51c0.pdf

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes or commitments affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is as follows:

A. CONSERVATION OF ENERGY
i. Steps taken or impact on	Site Selection and Planning
conservation of energy	Selecting a site with proximity to basic amenities and public transport to reduce the need for personal vehicles and promote walkability which indirectly reduces the carbon footprint to the environment. Daylighting and Orientation Maximizing daylight penetration by planning the office floor with a central core, limiting the depth of the floor plate. Orienting the building to reduce exposure to the south, which reduces direct sunlight and heat gain. Ensuring maximum day light penetration for habitable spaces in Residential developments. Glazing and Windows Using performance glass to increase visual light transmission, reduce solar heat gain, and enhance thermal comfort. Roofing Applying solar reflective paints to exposed roof areas to reduce heat absorption. Heating, Ventilation, and Air Conditioning (HVAC) Using centrifugal chillers with a higher coefficient of performance (COP) to reduce energy consumption. Implementing energy metering through a building management system (BMS) to monitor and optimize energy usage. Lighting Using LED lighting for all common areas to reduce energy consumption. Water Conservation Installing low-flow water fixtures to reduce water usage. Implementing an on-site sewage treatment plant (STP) to treat and reuse water for landscaping, flushing, and HVAC purposes. Harvesting and reusing rainwater for domestic consumption, aiming for zero discharge. Energy Audits Conduct energy audits to identify areas of improvement and optimize energy usage.

ii. Steps taken by the Company for utilizing alternate sources of energy	Renewable Energy Sources Installation of solar panels on rooftops/solar farms to generate electricity for common area lighting and electrical loads. Consideration to implement wind turbines or invest in wind energy credits. Utilizing organic waste or biomass to generate power.
iii. Capital investment on energy conservation equipment	Energy-Efficient Equipment Upgrade to energy-efficient mechanical equipment and machinery across all projects. Installation of Centrifugal Chillers with higher COP (Co-efficient of Performance) Emerging Technologies Explore new and emerging alternative energy technologies and materials. Collaboration and Partnerships Collaborate with other companies, governments, or organizations to advance alternative energy initiatives. Implement energy management systems to monitor and control energy usage. Develop energy-saving policies and procedures. Incorporate energy-efficient design principles in construction projects. Explore energy storage options like batteries to optimize energy usage. Consider carbon offsetting or purchasing renewable energy credits. Develop a sustainability reporting framework to track progress and share achievements. Engage with local communities and stakeholders to promote sustainable energy practices. By implementing these strategies, you can significantly reduce energy consumption, carbon emissions, and environmental impact while promoting a culture of sustainability and innovation.
B. TECHNOLOGY ABSORPTION
i. Efforts made towards technology absorption	• Enhanced security posture of the organization by initiating Extended Detection and Response (XDR), Single Sign On (SSO), Multi Factor Authentication (MFA) & Security Operation Centre (SOC). • ePayment & eCollection using Easebuzz integration - Reduced unknown payments and expedited collection consolidation. • Service Module Implementation and rollout in Salesforce - have better visibility, transparency and improved TAT for customer interaction and engagement.
ii. Benefits derived like product improvement, cost reduction, product development or import substitution	We use sustainable materials for effectively reducing the carbon footprint in the environment.
iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): a) Details of technology imported; b) Year of import; c) Whether the technology been fully absorbed; and d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof.	NA
iv. Expenditure incurred on Research and Development.	NA

C. FOREIGN EXCHANGE EARNINGS AND OUTGO
(Amount in INR in Lakhs)
Particulars	2023-24	2022-23
Foreign Exchange Earnings	410.96	58.86
Foreign Exchange Expenditure	126.37	260.16

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY*:

('' in Lakhs)

No.	Name of the subsidiary	Turnover	Profit before taxation	Profit/Loss	% of contribution to the overall performance of the Holding Company
1	Starworth Infrastructure & Construction Limited	43,186.73	373.08	293.82	6.99%
2	Provident Housing Limited	46,634.57	4,968.38	2,955.03	70.36%
3	T-Hills Private Limited	31,716.93	9,208.48	6,847.54	163.04%

*Apart from these three wholly owned subsidiaries, other wholly-owned subsidiaries, subsidiaries, associates and joint venture companies do not have any significant contribution towards the performance of Puravankara Limited.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders’ value and providing an optimum risk-reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

The policy is available on the website of the Company at: https://www.puravankara.com/backend/assets/uploads/ investors reports/2cbdca9c0398f68d78b2f61527314d76. pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

According to Section 135 of the Companies Act, 2013, read together with Companies (Corporate Social Responsibility Policy) Rules, 2014 and Schedule VII of the said Act the Company is required to constitute a Corporate Social Responsibility (CSR) Committee comprising of three or more directors, with at least one of them being an Independent Director. During the financial year, the Company has complied with the requirement pertaining to Corporate Social Responsibility. The Corporate Social Responsibility Policy, authorised by the Board of Directors on the recommendation of the Board’s CSR Committee, has laid the groundwork as a responsible corporate citizen for the long-term sustainability and socio-economic development of underserved and vulnerable areas and communities. Through the Policy, your Company performs comprehensive CSR operations that assure long-term impact, with a strategic perspective in decision-making and ongoing innovation, contributing as much as possible to the sustainable development of people and communities. This commitment adds value to your Company’s standing as an upright member of the community, while also positively influencing your Company’s brand positioning.

During 2023-24, we continued to focus our CSR efforts in building the fundamentals of society:

© Environment and sustainability

© Education

© Art and culture

Below are few of the long-term CSR interventions by Puravankara in its chosen areas:

Medians and park maintenance

Puravankara has been maintaining medians and parks under for 10 years. Medians and parks are adopted from BBMP under the PPP model and an external landscaping team is deployed for maintenance. Presently, we are maintaining 7 medians and 1 park. Furthermore, the Company has planted 400 species of air purifying, flowering and ornamental plants at park and medians. This has spruced up the public space and roads. Puravankara has won awards for "Well-maintained Medians" from the Department of Horticulture, Govt. of Karnataka and the Mysore Horticulture Society organized horticulture shows during Independence Day and Republic Day.

Contribution to Centre for Human Settlement (under Centre for Alumni Relation and Corporate Affairs), Anna University, Chennai

Puravankara is supporting a research project to prepare a ward/neighbourhood-level water-sensitive plan for an identified ward in Chennai. The city faces water scarcity due to rapid urbanisation, over-extraction of groundwater, and climate change. This comprehensive plan aims to understand the area’s needs and challenges and provide solutions to mitigate the issue.

Vidyasarathi with Protean and TISS

In line with its vision for an equitable future, Puravankara has partnered with Vidyasaarathi, an online scholarship platform by Protean eGov Technologies Limited (formerly NSDL e-Governance Infrastructure Limited) for MES colleges in Goa. Through this initiative, Puravankara intends to support students pursuing higher education. Apart from their academic performance, the eligibility criteria included students whose annual family income is less than Rs.

5 lakhs and students belonging to the local community. During FY 2023-24, a total of Rs.11 lakhs was disbursed through the scholarship to cover 27 students.

Khel Khel Mein

In association with the Wockhardt Foundation, Puravankara is contributing towards the Khel Khel Mein Program. This program adopts a unique approach of working with underprivileged children in the age group of 6-12 years in slum communities with an aim of providing a space to engage them in recreational activities within a structured program based on human values and character. Under the program, children are provided with opportunity to play with toys and games with an emphasis on human values, English language and basics of maths and science. The focus is to spread happiness and joy to the students while creating awareness about the importance of fun-based learning in the society. Puravankara has contributed to setting up

6 Khel Khel Mein centres in Bangalore & Mumbai. Across these centres about 213 children have benefitted from the program.

Supporting Education

Puravankara has helped to enhance the facilities at three Government primary schools. These schools have received upgraded amenities and provided students with essential learning kits. This initiative has notably improved the school environment, making it more conducive to learning. It has also equipped children with additional educational resources, thereby enhancing their overall learning experience.

Swami Vivekananda Cultural Youth Centre - Viveka Smaraka, Mysuru:

Puravankara supported Swami Ramkrishna Mission Ashrama, Mysuru, in developing Viveka Smaraka—Swami Vivekananda Cultural Youth Centre to enhance youth education and learning. The Viveka Smaraka Youth Center offers thousands of students values-based character education inspired by Swami Vivekananda. It focuses on vocational skills, life skills, and cultural competence, promoting personality development and community integration. The centre impacts around 25,000 students annually across 26 colleges, 582 schools, and urban/ rural youth, including working professionals, homemakers, senior citizens, and tourists.

Contribution to Janaseva Trust - Project Param Puravankara aims to enhance learning accessibility for students at different levels by contributing to Janaseva Trust to develop a modern learning infrastructure in science and technology. Project PARAM encompasses state-of-the-art centres focused on science, culture, and conventions. These include a Science Experience Center, a cultural hub, and a convention venue, each offering diverse activities catered to their specific domains.

The Corporate and Social Responsibility Policy is available on website of the Company at: https://www. puravankara.com/backend/assets/uploads/investors reports/5365c3c0917dc38f475984e868a17d70.pdf

ANNUAL RETURN

The draft Annual Return for Financial Year 2023-24 is available on the Company’s website i.e.: https://www. puravankara.com/investors/

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure V and forms part of this Report.

REMUNERATION POLICY

The Board, as per the recommendation of the Nomination & Remuneration Committee, has framed a Nomination & Remuneration policy, providing: (a) criteria for determining qualifications, positive attributes, and independence of Directors and (b) a policy on remuneration for Directors, Key Managerial Personnel, and other employees. The detailed Nomination and Remuneration policy may be accessed on the following weblink of the Company’s website at: https://www.puravankara.com/Financials/Nomination%20 and%20Remuneration%20Policy PL.pdf

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In pursuance of the provisions under Regulation 34(2)(f) of the SEBI Listing Regulations, please find enclosed the Business Responsibility and sustainability Report.

CORPORATE GOVERNANCE

Your Company believes that strong corporate governance is critical to enhancing and retaining the stakeholder''s trust. Your Company also endeavors to enhance long-term stakeholder value and practice good governance in all its business decisions.

In Pursuance of the provisions under Regulation 34 read with Schedule V of the SEBI Listing Regulations, 2015, a separate section on Corporate Governance practices followed by the Company and a certificate from Mr. Nagendra D Rao, Practicing Company Secretary, regarding the compliance of the conditions of Corporate Governance is enclosed herewith.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on Management Discussion and Analysis as stipulated under Regulation 34 of the SEBI Listing Regulations forms an integral part of this Annual Report.

CREDIT RATING

ICRA Limited vide its letter dated March 20, 2024, has reviewed the Credit Rating for bank facilities and has reaffirmed the long-term Rating at [ICRA] A-(Stable).

INSIDER TRADING REGULATIONS

In accordance with the provisions under SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place following policies/codes which are revised from time to time according to applicable laws or as per need:

® The Code of Conduct to Regulate, Monitor and Report trading by Designated Persons and their Immediate Relatives;

® The Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI); and

® The Policy on determination of legitimate purposes for sharing unpublished price sensitive information and on dealing with leakage or suspected leakage of unpublished price sensitive information.

The aforesaid policies/codes are available on the website of the Company at: https://www.puravankara.com/investors/

Further, the Company has put in place an adequate and effective system of internal controls including maintenance

of a structured digital database and standard operating procedures to ensure compliance with the requirements of the PIT Regulations, to track the sharing of UPSI and prevent insider trading.

INTERNAL COMPLAINT COMMITTEE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder. The Company has also complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaint was received under the provisions of the aforesaid act.

OTHER POLICIES

Other policies formulated in compliance with the provisions of the Companies Act, 2013, the SEBI Listing Regulations and other applicable laws are available on the website of the Company at: https://www.puravankara.com/investors/

OTHER DISCLOSURES

No disclosure or reporting is required in respect of the following items as there were no transactions or the same were not applicable during the year under review:

© Neither the Managing Director nor the Whole-Time Directors of the Company received any remuneration or commission from any of the subsidiaries of the Company;

® No significant or material orders were passed by the Regulators or Courts or Tribunals which would impact the ''going concern’ status of the Company'' and its future operations;

® There were no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016;

© There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions;

© There was no change in the nature of the business of the Company.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to the Central Government, State Governments and Company’s Bankers and other lenders for the assistance, co-operation and encouragement. Your directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all-around performance.

For and on behalf of the Board of Directors For Puravankara Limited

Ashish Ravi Puravankara Abhishek Kapoor

Managing Director Whole Time Director, Group CEO and CFO

DIN: 00504524 DIN: 03456820

Date: July 31, 2024 Date: July 31,2024

Place: Bangalore Place: Bangalore

---

Mar 31, 2023

Your directors have the pleasure of presenting the 37th Annual Report on the business and operations of Puravankara Limited (“the Company”), together with the audited results for the financial year ended March 31, 2023.

Financial Results

(Rs. in Crores)
Particulars	Standalone		Consolidated
	Year ended 31.03.2023	Year ended 31.03.2022	Year ended 31.03.2023	Year ended 31.03.2022
Total income	900.74	941.38	1406.99	1381.65
Profit before tax	128.35	307.18	55.44	285.78
Profit / (Loss) after tax for the year	114.24	166.07	66.52	147.56
Total Comprehensive Income	111.75	166.44	63.33	146.04

FINANCIAL PERFORMANCE

The standalone revenues of the Company stood at Rs. 900.74 crores compared to Rs. 941.38 crores in the previous financial year Correspondingly, the company has earned profit (after tax) of Rs.114.24 crores for the year 2022-23 as against a profit (after tax) of Rs.166.07 crores in the previous financial year

Consolidated revenues of your Company stood at Rs. 1,406.99 crores, as compared to Rs. 1,381.65 crores in the previous financial year, showing an increase of 1.83%. Total consolidated profit after tax for the year stood at Rs. 66.52 Crores compared to the profit after tax of Rs. 147.56 Crore in the previous financial year.

Your Company is in the business of real estate development and sale and follows IND AS 115 for recognition of revenue. Accordingly, revenue can be recognized only when, apart from other related conditions, the house/unit is delivered to the customer The development and delivery of homes/ units take substantial time - often three to five years and hence revenue in respect of such projects can be recognized

only upon such completion. Thus, there is a substantial lag in revenue recognition. Although the sale is confirmed and customer advance is collected and construction is substantially completed, revenue cannot be recognized in line with prevailing regulations. Further, as and when the Company incurs any sales and marketing expenses, the same needs to be accounted as a cost for that period. To ensure successful launch of projects, your Company incurred a substantial amount of marketing expenses and in the financial year 2022-23 too, your Company incurred sales and marketing expenses which have been accounted for the financial year

To ensure balance between revenue and cost, your Company has ensured sufficient spread of its projects across different timelines in a manner to enable continuous delivery of projects and cash flows throughout the year under review. The Company has also started launching plotted development projects which will have a shorter completion cycle.

OPERATIONAL PERFORMANCE

Puravankara Limited achieved area of 4 million sq. ft. in the financial year 2022-23 as compared to 3.52 million sq. ft. in the previous financial year 2021-22. Despite significant challenges in terms of repo rate increases by RBI and a sluggish economic environment triggered by elevated inflation and pressure on incomes, the sales value increased by 29% on year-on-year basis to Rs. 3,107 crores compared to Rs. 2,407 crores during the previous financial year We accelerated our digital initiatives, which include an exclusive digital launch of two projects and online booking. During the year, the Company launched six projects -Palm Vista, Provident Equinox, Provident Winworth, Purva South Bay, Tivoli Hills and Tree Haven across the State of Karnataka and other cities.

Further, the Company witnessed an increase in home buyers'' interest in larger homes, better amenities and well-designed projects, driving consumers to consider Puravankara. Demand resiliency in residential units, including residential plots, motivated us to have a healthy launch pipeline for FY23, especially with our new vertical Purva Land for plotted development projects. We are well-poised to capture the upcoming recovery in the real estate sector with our full-fledged experience and capabilities.

The Company has introduced “Purva Privilege”, a newly crafted Purva Privilege Program exclusively for Purva residents. A Two-Fold privilege program offering rewards to the resident and the prospective resident of the Company''s residential projects.

DIVIDEND

In view to augment the future growth of your Company and to conserve cash reserves, the Board of Directors considers not to recommend any dividend for the fiscal year ending March 31, 2023.

In terms of the Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), the Dividend Distribution Policy of the Company is available at https://www.puravankara. com/backend/assets/uploads/investors_reports/ d2fe959c777dc8cc755e79b34eefc2e7.pdf

TRANSFER TO RESERVES

Pursuant to Section 123 of the Companies Act, 2013, there is no proposal to transfer any amount to the General Reserve.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEMS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

Adequate internal control systems commensurate with the nature of the Company''s business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, applicable laws and regulations. Internal control systems are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately protected.

SHARE CAPITAL

The paid-up equity share capital remained unchanged at R 118.57 crore as on March 31, 2023. There were no public issues, rights issues, bonus issues or preferential issues, etc. during the year under review.

The Company has not issued any shares with differential voting rights, sweat equity shares, nor has it granted any stock options.

Disclosure regarding issue of Employee Stock Options

No ESOP was granted for the period under review.

DEBENTURES

During the year your Company issued 2300, Secured, Unlisted, Redeemable Non-Convertible Debentures aggregating to Rs. 230 crores, the same are outstanding as on the date of this report.

DEPOSITS

During the year under review your Company has not accepted any deposits covered within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed thereunder, and no amount of principal or interest was outstanding as on the Balance Sheet date.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As on March 31, 2023, the Board of the Company comprised eight (8) Directors of which four (4) are Executive Directors and 4 are Non-Executive Independent Directors. The composition of the Board of Directors is in due compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Managerial Personnel as per Section 203 of the Companies Act, 2013 as at the date of this report:

S. No.	Name of the KMP	Designation
1.	Mr. Ravi Puravankara	Chairman & Whole-Time Director
2.	Mr. Nani Rusi Choksey	Vice Chairman & Whole-Time Director
3.	Mr. Ashish Ravi Puravankara	Managing Director
4.	Mr. Abhishek Kapoor	Executive Director, CEO and CFO
5.	Mr. Sudip Chatterjee*	Company Secretary & Compliance Officer

*Mr Sudip Chatter]ee was appointed as a Whole-time Company Secretary and Compliance Officer of the Company w.e.f. 26th May 2023. During the financial year, Ms. Bindu D, resigned from the post of Whole-time Company Secretary and Compliance Officer of the Company w.e.f. 10th March 2023.

The Directors of the Company, Mr Ashish Ravi Puravankara and Mr Nani Rusi Choksey, are liable to retire by rotation at the ensuing 37th Annual General Meeting and being eligible, have offered themselves for re-appointment and the same has been recommended by the Board on the recommendation of the Nomination and Remuneration Committee of the Company.

The Notice convening the 37th (Thirty Seventh) Annual General Meeting includes the proposals for the re-appointment of the aforesaid Directors and the brief details indicating the nature of their expertise in specific functional areas and names of the companies in which they hold directorship/ membership/ chairmanship of the Board or Committees, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended have been provided as an annexure to the Notice convening the Thirty Seventh Annual General Meeting of your Company. Further, none of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013.

Independent Directors of your Company, are:

• Mr Anup Shah Sanmukh

• Ms. Shailaja Jha

• Mr Kulumani Gopalratnam Krishnamurthy

• Mr Sanjeeb Chaudhuri

The conditions relating to the appointment of an Independent Director specified in the Companies Act, 2013 and the rules made thereunder, and the SEBI Listing Regulations have been duly complied with.

The limit of remuneration (in the form of commission and sitting fees) payable to the Non-Executive Independent Director has been approved by the shareholders at the 36th Annual General Meeting held on September 27, 2022.

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 Independent Directors, the Board of Directors have confirmed that they fulfilled conditions specified in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

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

ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee (“NRC”) has formulated criteria for Board evaluation, the functioning of its committees and individual Directors including Independent Directors and specified that such evaluation will be done by the NRC and the Board, pursuant to the Act and the Rules made thereunder read with the SEBI Listing

Regulations, as amended. The Company believes that it is the collective effectiveness of the Board that impacts Company''s performance. The Board''s performance is assessed against the roles and responsibilities as provided in the Act and SEBI Listing Regulations. The parameters for the Board''s performance evaluation have been derived from the Board''s core role of trusteeship to protect and enhance shareholders'' 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 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 of 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 also as per the laid down parameters, in order to ensure objectivity. The Independent Directors of the Board also reviewed the performance of the Non-Independent Directors and the Board, pursuant to Schedule IV to the Act and Regulation 25 of the SEBI Listing Regulations.

MEETINGS OF THE BOARD

During the financial year 2022-23, eight meetings of the Board of Directors were held on the following dates:

, Sl. No.	Date of Board Meeting
1 27.05.2022
2	11.08.2022
3	26.08.2022
4	27.09.2022
5	04.11.2022
6	17.12.2022

'' Sl. No.	Date of Board Meeting	I
7	29.12.2022
8	10.02.2023

The mandatory requirement of holding meetings of the Board of Directors of the Company, i.e., within the interval of 120 days as provided in section 173 of the Companies Act, 2013 and Regulation 17(2) of SEBI LODR 2015, has been complied with.

For further details, please refer to the report on Corporate Governance forming part of this Annual Report.

The recommendations and suggestions of the Audit Committee and the other Committees of the Board were duly considered and accepted by the management of your Company and implemented accordingly. The Board of Directors further confirm that the Secretarial Standards I and II issued by the Institute of Company Secretaries of India have been complied with.

COMMITTEES OF THE BOARD:

As on March 31, 2023, the Board had six (6) Committees:

(i) Audit Committee (ii) Nomination and Remuneration Committee (iii) Corporate Social Responsibility Committee (iv) Stakeholders'' Relationship Committee (v) Risk Management Committee and (vi) Management Sub-Committee of the Board.

(i) Audit Committee:

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer section on Corporate Governance, under head ''Audit Committee'' for matters relating to constitution, meetings and functions of this Committee.

(ii) Nomination and Remuneration Committee

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (1) of Section 178 of the Companies Act, 2013. Kindly refer section

on Corporate Governance, under head ''Nomination and Remuneration Committee for matters relating to constitution, meetings, functions of the Committee; and the remuneration policy formulated by this Committee.

(iii) Corporate Social Responsibility Committee

As per the provisions of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee constituted by the Board of Directors exists. For details of the composition of the Committee, the CSR policy and other relevant details that are required to be disclosed under the provisions of Section 134(3)(o) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, kindly refer Annexure which forms part of this report.

(iv) Details regarding other Committee of the Board

For details of other board committees, kindly refer the section on Corporate Governance.

VIGIL MECHANISM

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in conformance with Section 177(9) of the Act and Regulation 22 of SEBIListing Regulations, to report concerns about unethical behaviour. The Whistle Blower Policy is available on the Company''s website at: https://www.puravankara. com/backend/assets/uploads/investors_reports/ a9d6776bbb5c7aa68d396c28260c0ab6.pdf

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors hereby confirm that:

a) i n preparation of the annual accounts the applicable accounting standards have been followed;

b) the Directors 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 at the year ended March 31, 2023 and of the profit of the Company for that period;

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

d) the annual accounts of the Company have been prepared on a ''going concern'' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors are familiarized, inter alia, with the Company, their rights, roles and responsibilities, the nature of the industry, the business model of the Company. The details of the same can be viewed at the Company''s website: https://www.puravankara.com/flnancials/PL

ID%20Familiarization%20Programme%202022-23.pdf

AUDITORS & AUDITORS’ REPORT Statutory Auditors

M/s. S R Batliboi & Associates LLP, Chartered Accountants, FRN 101049W/ E300004, were appointed by the members

as Statutory Auditors of the Company for a period of five years from the conclusion of the 36th AGM held on September 27, 2022 till the conclusion of the 41st AGM.

The Audit Committee reviews the independence and objectivity of the Auditors and the effectiveness of the Audit process. The Auditors attend the Annual General Meeting of the Company.

The Statutory Auditors have expressed an unmodified opinion in their Consolidated Auditors'' Report and the Standalone Auditors'' Report in respect of the audited financial statements for the financial year ended March 31, 2023. The Statutory Auditor''s Report for FY23 does not contain any qualifications, reservations or adverse remarks and is enclosed along with the financial statements in the Annual Report.

With regard to the emphasis of matter stated in the Statutory Auditors'' Report as part of the notes to the financial statements, the Board of Directors state that:

The Matters emphasized by the Statutory Auditors along with the Management response are as follows:

(i) Ref. Note 37(b)(iii) in connection with an ongoing litigation with its customer. Pending resolution of the litigation and based on legal opinion obtained by the management, no provision has been made towards the customer’s counter-claims and the underlying receivable and inventory are classified as good and recoverable in the accompanying consolidated financial statements.

Management Response: The Group had initiated legal proceedings against its customer for recovery of receivables of Rs.15 crores, inventories of Rs.1 crore and customer''s counter claim thereon, which is currently pending before the High Court. Pending resolution of the aforesaid litigation, no provision has been made towards the customer’s counter-claims and the underlying receivables and other assets are classified

as good and recoverable in the accompanying financial statements based on the legal opinion obtained by the management and management''s evaluation of the ultimate outcome of the litigation.

(i) Note 37(b)(iv) in connection with certain ongoing property related and other legal proceedings in the Group. Pending resolution of the legal proceedings and based on legal opinions obtained by the management no provision has been made towards any claims and the underlying recoverables, deposits and advances are classified as good and recoverable in the accompanying consolidated financial statements."

Management''s Response: The Group is subject to legal proceedings for obtaining clear and marketable tittle for certain properties wherein the Group has outstanding deposits and advances of Rs.114 crores. Further, the Group has Rs.12 crores recoverable from parties, claims from minority shareholders of a subsidiary of Rs.35 crores and claims from government authorities of Rs.6 crores, which are subject to ongoing legal proceedings. Further, in relation to certain property previously owned by the Group, an individual has initiated legal proceedings claiming title over such property, which is disputed by the Group. Pending resolution of the aforesaid legal proceedings, no provision has been made towards any claims and the underlying recoverable, deposits and advances are classified as good and recoverable in the accompanying financial statements based on the legal evaluation by the management of the ultimate outcome of the legal proceedings.

COST AUDITORS

M/s. GNV & Associates (Firm Registration No.: 000150), the

Cost Auditors of the Company, audited the cost records

of the Company for the financial year ended 2022-23.

There were no qualifications or adverse remarks in the

Cost Audit Report which require any explanation from the Board of Directors.

The Board has re-appointed M/s. GNV & Associates, Cost & Management Accountants, to conduct the audit of cost records for the financial year 2023-24. The Notice convening the Annual General Meeting contains the proposal of remuneration payable to the Cost Auditors for the period 2023-24.

SECRETARIAL AUDITORS

M/s JKS & Co. (Firm Registration No.: P2015KR040800), Company Secretaries conducted the secretarial audit of the Company for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023, is attached herewith, marked as Annexure I to this Report.

Pursuant to Regulation 24A, material unlisted subsidiaries incorporated in India shall undertake secretarial audit. The same has been complied with. The Secretarial Audit Report of the unlisted material subsidiary for the financial year ended March 31, 2023, is attached herewith marked as Annexure IA to this Report.

PARTICULARS OF INVESTMENTS MADE, LOANS GIVEN, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of investments made, loans given, guarantees given and securities provided are disclosed in Note 6 and 7 to the standalone financial statements of the Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Company during the financial year ended March 31, 2023, with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company did not enter into any new contracts/ arrangements/transactions with related parties which

could be considered material in accordance with the Company''s policy pertaining to the materiality of related party transactions. A statement to the effect is attached herewith as Annexure II Form AOC-2.

The details of related party transactions form part of note no. 40 of the Standalone Financial Statements of the Company.

The policy on Related Party Transactions and dealing with related party transactions as approved by the Board may be accessed at the Company''s website at: https://www.puravankara.

com/backend/assets/uploads/investors_reports/ de7789a74c639be60fcb5db5e6c6c44a.pdf

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company, pursuant to Section 129(3) of the Companies Act, 2013 and Regulation 33 and Regulation 34 of the Listing Regulations and prepared in accordance with the Indian Accounting Standards (IndAS) prescribed by the Institute of Chartered Accountants of India, forms part of this Annual Report.

Your Company and its subsidiaries have adopted IndAS with effect from April 1, 2016 pursuant to the notification by the Ministry of Corporate Affairs on February 16, 2015, notifying the Companies (Indian Accounting Standard) Rules, 2015.

The accounting policies as set out in note 2 to the financial statements have been applied in preparing the financial statements for the year ended March 31, 2023.

SUBSIDIARIES

As on March 31, 2023, the Company has 25 subsidiary companies (including six step-down subsidiaries in India and 2 step-down subsidiaries in Sri Lanka). Of these, Provident Housing Limited and Starworth Infrastructure &

Construction Limited, are material unlisted subsidiaries of the Company as defined under the SEBI Listing Regulations. Pursuant to Regulation 24 of the Listing Regulations, at least one Independent Director on the Board of the Company shall be a Director on the Board of Directors of an unlisted material subsidiary. Accordingly, the following Independent Directors were appointed on the Board of Directors of material subsidiaries:

Name of the	Name of the Material	Date of
Independent Director	Subsidiary	Appointment
Ms. Shailaja Jha	Starworth Infrastructure & Construction Limited	24.05.2023
Mr. Anup Shah Sanmukh	Provident Housing Limited	23.07.2019

During the year under review, Purva Sapphire Land Private Limited and Varishtha Property Developers Private Limited ceased to be immediate subsidiaries and are included in the list of step-down subsidiaries of the Company.

Details of entities which became/ceased to be the Company''s subsidiaries, joint ventures or associate companies are specified in Annexure III.

The link to access policy on material

subsidiaries is: https://www.puravankara.com/

backend/assets/uploads/investors_reports/ ffbd2de7ef26a9e0446199833722ed4b.pdf

STATEMENT RELATING TO SUBSIDIARIES AND THEIR FINANCIAL STATEMENTS

Information regarding each subsidiary pertaining to capital, reserves, total assets, total liabilities, details of investment, turnover, profit before taxation, provision for taxation, profit after taxation/ loss, etc., are attached herewith as Annexure IV (i.e. Form AOC-1).

Your Directors hereby inform you that the audited annual accounts and related information of the subsidiaries will be available for inspection on any working day during business hours at the registered office of the Company.

In accordance with the provisions of Sections 136 of the Companies Act, 2013, the annual financial statements and the related documents of the subsidiary companies of the Company are placed on the Company''s website and may be accessed on the following weblink of the Company''s website under the tab “Financials”, sub-tab “Subsidiary Financials 2022-2023”: https://www.puravankara.com/investors

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company which

have occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding foreign exchange earnings and outgo:

A.	CONSERVATION OF ENERGY
i.	Steps taken or impact on conservation of energy	During the FY 2022-23, the Company has used electrical units generated by Roof Solar Panels - Photo Voltaic system planned on terraces in projects: Meraki, Bluebell, Zenium, Parkhill, Zentech and Aerocity.
		The system will comprise of roof mounted solar collectors, grid interactive solar controller and distribution system.
		The Company has also installed EV Charging facilities in the above projects in order to support conservation of natural energy - petroleum.
		Energy metering would be BMS enabled to monitor the energy use.
		Compliance to ASHRAE standards is adhered to.
ii.	Steps taken by the Company for utilizing alternate sources of energy	The Company has installed Roof Solar Panels - Photo Voltaic in its projects.
iii.	Capital investment on energy conservation equipment	-
B. TECHNOLOGY ABSORPTION
i.	Efforts made towards technology absorption	HVAC systems were designed to provide maximum ventilation.
ii.	Benefits derived like product improvement, cost reduction, product development or import substitution	Use of sustainable building materials certified by CII such as soil cement blocks, fly ash, locally sourced material.
iii.	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): a) Details of technology imported; b) Year of import; c) Whether the technology been fully absorbed; and d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof.	N.A
iv.	Expenditure incurred on Research and Development.	N.A

C. FOREIGN EXCHANGE EARNINGS AND OUTGO	(Amount in INR in Lakhs)
Particulars	2022-23 2021-22
Foreign Exchange Earnings	58.86 151.00
Foreign Exchange Expenditure	260.16 1,089.00
HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY*: (Rs. In Cr.)
Profit before % of contribution to the overall performance of the No. Name of the subsidiary Turnover . Profit/Loss taxation Holding Company
1 Starworth Infrastructure & 504.889 11.774 8.123 Construction Limited	56.05
2 Provident Housing Limited 380.868 12.757 8.181	42.28
*Apart from these two wholly-owned subsidiaries, other wholly-owned subsidiaries, subsidiaries, associates and joint venture companies do not have any significant contribution towards the standalone turnover of Puravankara Limited.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders'' value and providing an optimum risk-reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

The Link to access Risk Management Policy: https:// www.puravankara.com/backend/assets/uploads/ investors_reports/1b1250e43727e6f75b168082da0acf9d.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

According to Section 135 of the Companies Act, 2013, read together with Companies (Corporate Social Responsibility Policy) Rules, 2014 and Schedule VII of the said Act the Company is required to constitute a Corporate Social Responsibility (CSR) Committee comprising of three or more directors, with at least one of them being an Independent Director During the financial year, the

Company has complied with the requirement pertaining to Corporate Social Responsibility.

The Corporate Social Responsibility Policy, authorised by the Board of Directors on the recommendation of the Board''s CSR Committee, has laid the groundwork as a responsible corporate citizen for the long-term sustainability and socio-economic development of underserved and vulnerable areas and communities. Through the Policy, your Company performs comprehensive CSR operations that assure long-term impact, with a strategic perspective in decision-making and ongoing innovation, contributing as much as possible to the sustainable development of people and communities. This commitment adds value to your Company''s standing as an upright member of the community, while also positively influencing your Company''s brand positioning.

During 2022-23, we continued to focus our CSR efforts in building the fundamentals of society:

> Environment and sustainability

> Education

> Art and culture

> Health

> Sports

Below are few of the long-term CSR interventions by Puravankara in its chosen areas:

Medians and park maintenance

Puravankara has been maintaining medians and parks under for 10 years. Medians and parks are adopted from BBMP under the PPP model and an external landscaping team is deployed for maintenance. Presently, we are maintaining 7 medians and 1 park.

Furthermore, the Company has planted 400 species of air purifying, flowering and ornamental plants at park and medians. This has spruced up the public space and roads. Puravankara has won awards for “Well-maintained Medians” from the Department of horticulture, Govt. of Karnataka and the Mysore Horticulture Society organized horticulture shows during Independence Day and Republic Day.

Contribution towards construction of Kalabharathi classrooms

Puravankara has donated Rs. 5 lakhs towards the construction of Kalabharathi classrooms at Bharathiya Vidya Bhavan School, Bangalore. The classrooms are used for teaching fine arts (music, dance, painting etc.) .

Vidyasarathi with Protean and TISS

In line with its vision for an equitable future, Puravankara has partnered with Vidyasaarathi, an online scholarship platform by Protean eGov Technologies Limited (formerly NSDL e-Governance Infrastructure Limited) for colleges in Goa, Pune and Chennai. Through this initiative, Puravankara intends to support students pursuing higher education. Apart from their academic performance, the eligibility criteria included students whose annual family income is less than Rs. 5 lakhs and students belonging to local

community. Students with a single parent or whose families were affected by Covid-19 were given special preference. A total of Rs. 72 lakhs has been disbursed through the scholarship covering 267 students.

Khel Khel Mein in association with Wockhardt Foundation

Puravankara in association with Wockhardt Foundation is contributing towards the Khel Khel Mein Program. This program adopts a unique approach of working with underprivileged children in the age group of 6-12 years in slum communities with an aim of providing a space to engage them in recreational activities within a structured program based on human values and character Under the program, children are provided with opportunity to play with toys and games with an emphasis on human values, English language and basics of maths and science. The focus is to spread happiness and joy to the students while creating awareness about the importance of fun-based learning in the society. Puravankara has contributed towards setting up of 4 Khel Khel Mein centres in Bangalore. Across these centres about 40 children have benefitted from the program.

Live Love Laugh Foundation

Puravankara has partnered with The Live, Love and Laugh Foundation to support the mental wellbeing of vulnerable populations in rural communities. The foundation provides psychiatric consultation and treatment, raising awareness about mental health in rural areas. Puravankara has supported the program for a rural region in Orissa, which offers vocational training to support rehabilitation.

Rashtrotthsana Trust

Puravankara partnered with Jayadev Rashtrotthana Memorial Hospital and Research Centre to ensure affordable healthcare and quality services at the hospital to needy patients.

Miyawaki forest

The Miyawaki forest project that is a Japanese concept for quick forest plantation started with the objective to increase awareness and build ownership among people on the importance of green cover This would also enrich the ground water through comprehensive plantation methodology, thereby increasing soil moisture to support natural vegetation. It will also help in the mitigation of CO2 and enhance production of oxygen, thus contributing towards reduction of global warming. In this project, we have planted 15,000 saplings which will generate 27.7 mn kgs of oxygen and absorb 4.15 mn kgs of CO2 per year The plantation is carried out in 2 government schools in rural Bangalore - Dyavasandra High School and Paduvanagere High School.

Water conservation projects

Puravanakara is working on water conservation projects in association with Biome Environmental Trust. We are executing projects on digging new wells, rejuvenating existing wells and via installation of rainwater harvesting system in public places under the water conservation program. We are also part of the “Million Wells for Bangalore” run by. Puravankara has contributed towards the rejuvenation of 6 wells and 1 Kalyani at Hunasamaranahalli. The rejuvenated water from this well is pumped and supplied by the Town Municipal Council to the municipal wards every day.

The report on CSR activities is attached herewith as Annexure V.

The Corporate and Social Responsibility Policy is available on website of the Company under the tab: https:// www.puravankara.com/backend/assets/uploads/investors_ reports/8c7121b2b88ddd400dd23a74deb1a834.pdf

ANNUAL RETURN

The annual return of the Company, pursuant to Section 92 of the Companies Act, 2013 is accessible on the link

www.puravankara.com/img/investors/PI_FINAI%70 for%20upload Form MGT 7 FY%202022-23.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement containing particulars of employees, including ratio of remuneration to Directors, among others, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 are attached herewith as Annexure VI to this Report.

REMUNERATION POLICY AND CRITERIA FOR MATTERS REQUIRED UNDER SECTION 178

The Board, as per the recommendation of the Nomination & Remuneration Committee, has framed a Nomination & Remuneration policy, providing: (a) criteria for determining qualifications, positive attributes, and independence of Directors and (b) a policy on remuneration for Directors, Key Managerial Personnel, and other employees. The detailed Remuneration policy may be accessed on the following weblink of the Company''s website:

https://www.puravankara.com/Financials/

NOMINATIONANDREMUNERATION.pdf

Business Responsibility and Sustainability Report

As per clause (f) of sub regulation (2) of regulation 34 of SEBI Listing Regulations, the annual report of the top one thousand listed entities based on market capitalization (calculated as on March 31 of every financial year) shall contain a Business Responsibility Report describing the initiatives taken by the listed entity from an environmental, social and governance perspective, in the format as specified by SEBI. Your company is ranked 828 amongst the listed entities on the basis of market capitalization as on March 31, 2023. The Business Responsibility and Sustainability Report is attached herewith as Annexure VII.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from a practising Company Secretary, regarding the compliance of the conditions of Corporate Governance as stipulated under Regulation 34, read with Schedule V of the Listing Regulations forms part of this Annual Report.

The aforementioned certificate from a Practising Company Secretary Mr Nagendra D. Rao is attached.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate section on the Management Discussion and Analysis as stipulated under Regulation 34 of the SEBI Listing Regulations forms part of this Annual Report.

CREDIT RATING

During June 2023, ICRA has reaffirmed the previous rating of the Company as [ICRA] A- / [ICRA]A2 and maintained the outlook on long terms as ''Stable'' for Rs. 3,000 Crore bank facilities of the Company.

SHARES UNDER COMPULSORY DEMATERIALISATION:

The Company''s equity shares are compulsorily tradable in electronic form. As on March 31, 2023, 0.00004722% of the Company''s total paid-up equity capital representing 112 shares (four shareholders) are in physical form and the remaining shares, i.e. 23,71,49,574 (99.99995277%) are in electronic form.

In view of the numerous advantages offered by the depository system, the members holding shares in physical form are advised to avail of the facility of de-materialization.

With effect from April 1, 2019, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository. To provide for the future transmission or transposition of securities, the Company has advised that the shares held

in physical mode be held in demat/ electronic mode by converting it into demat mode.

- Particulars	Number of shares	%
DEMAT	23,71,49,574	99.99995277
PHYSICAL	112	0.00004722
TOTAL	23,71,49,686	100

INSIDER TRADING REGULATIONS

The Code of Conduct to Regulate, Monitor and Report trading by Designated Persons and their Immediate Relatives'' is in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended (''the PIT Regulations'').

Your Company has a Code of Conduct for Prevention of Insider Trading & Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and the same is placed on the website of your Company. The links for the same are: https://www.puravankara.com/ CodeofConduct/C0DE%200F%20C0NDUCT%20F0R%20 PREVENTI0N%200F%20INSIDER%20TRADING%20(2).pdf

https://www.pura vankara.com/CodeofCond uct/ C0DE%200F%20PRACTICES%20AND%20 PR0CEDURES%20F0R%20FAIR%20DISCL0SURE%20 OF%20UNPUBLISHED%20PRIC....pdf

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 PIT Regulations. Further, the Company has put in place an adequate and effective system of internal controls including maintenance of a structured digital database and standard operating procedures to ensure compliance with the requirements of the PIT Regulations to prevent insider trading.

STATUTORY DISCLOSURES

Your Directors state that:

a) No disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Neither the Managing Director nor the Whole-Time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the ''going concern'' status and Company''s operations in the future.

3. There were no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

4. There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

b) In compliance with the requirements of ''Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013'', introduced by the Government of India, which came into effect from December 9, 2013, the Company has adopted a ''Policy to provide Protection Against Sexual Harassment of Women in Workplace'', which has been displayed on the website of the Company and an Internal Complaints Committee has been constituted and functions duly. The status of complaints is as follows:

a. number of complaints filed during the financial year- 1

b. number of complaints disposed-off during the financial year - 1

c. number of complaints pending as on end of the financial year - NIL

5. There are no frauds reported by auditors under sub-section (12) of section 143 and there are no frauds which are reportable to the Central Government.

6. There was no change in the nature of the business of the Company.

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly, such accounts and records are made and maintained.

ACKNOWLEDGEMENTS

We are committed to creating shared value for our shareholders and all stakeholders connected to our business. We could not do this without the loyalty of our employees, business partners and investors. Amid a challenging year, we thank our senior management team and all employees for their hard work and admirable dedication in keeping the business on track. We are also grateful for the support of our business partners, our customers and the communities where we operate. We thank you, our shareholders, for your continued trust in us to stay the course.

For and on behalf of the Board of Directors

Ashish Ravi Puravankara Nani R. Choksey

Managing Director Vice-Chairman

DIN: 00504524 DIN: 00504555

Place: Bengaluru Place: Bengaluru

---

Mar 31, 2018

Dear Shareholder’s

The Directors have the pleasure of presenting the 32^nd Annual Report on the business and operations of the Company together with the audited results for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS (Rs. crore)

Particulars	Standalone		Consolidated
	Fiscal 2018	Fiscal 2017	Fiscal 2018	Fiscal 2017
Total income	990.56	1,032.75	1,504.94	1,467.63
Profit before tax	86.99	108.78	127.53	170.80
Profit after tax/ Total profit for the year	77.23	94.77	91.40	128.90
Total comprehensive income	76.76	94.72	91.16	128.93

FINANCIAL PERFORMANCE

The standalone revenues of the Company stood at Rs.990.56 crore compared to Rs.1,032.75 crore in the previous fiscal, reflecting the changing business environment due to the implementation of the Real Estate Regulation Act, 2017. Correspondingly, the profit after tax stood at Rs.77.23 crore compared to Rs.94.77 crore in the previous fiscal.

Despite the muted revenues of the Company on a standalone basis, based on the performance of other group companies, the consolidated revenues of the Company were steady at Rs.1,504.94 crore, as compared to Rs.1,467.63 crore in the previous fiscal, showing an increase of 2.54%. Total consolidated profit after tax for the year stood at Rs.91.40 crore, compared to Rs.128.90 crore in the previous fiscal, reflecting the impact of lower profits on a standalone basis, as well as the efforts of the group to streamline the business and operations further, and strengthen the balance sheet, whose stability was reflected in an improved credit rating which rose from BBB to BBB .

DIVIDEND

Your Board approved a dividend policy of the Company at its meeting held on August 6, 2013. The said dividend policy indicates that the Company shall endeavour to pay 33.33% of the PAT (Profit after Tax) earned by the Company during each financial year, with regard to the business exigencies and general economic outlook for distribution as dividend to the shareholders, including dividend distribution tax (DDT) and/ or such other taxes payable on dividend distributed.

In line with the aforesaid dividend policy and in line with the results of the Company, the Board has recommended a final dividend amounting to Rs.1.60/- per equity share (32%) on 237,149,686 equity shares of Rs.5 each, for the financial year ended March 31, 2018, at its meeting held on August 10, 2018.

The Register of Members and Share Transfer Books will remain closed from September 19, 2018 to September 26, 2018 (both days inclusive) for the purpose of payment of the final dividend for the financial year ended March 31, 2018. The Annual General Meeting (AGM) is scheduled to be held on Wednesday, September 26, 2018.

The total outflow on account of dividend would be as follows:

(Rs. crore)

Particulars	March 31, 2018	March 31, 2017
Dividend	37.94	53.36
DDT	7.80	10.86
Total	45.74	64.22

TRANSFER TO RESERVES

The Board has decided to pay a dividend of Rs.1.60/- per equity share (32%) for the financial year ended March 31, 2018. Pursuant to Section 123 of the Companies Act, 2013, there is no proposal to transfer any amount to the General Reserve.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS (IFC)

Pursuant to Section 134(5)(e), your Company has a proper and adequate system of Internal Financial Controls (IFC) in place to ensure that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition and smooth functioning of its business. The processes and the systems are reviewed constantly and changed to address the changing regulatory and business environment. The control systems provide a reasonable assurance of recording the transactions of its operations in all material aspects and of providing protection against misuse or loss of Company’s assets. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls.

The existing IFC and their adequacy are frequently reviewed and improved upon to meet the changing business environment. The internal auditors periodically review the internal control systems, policies and procedures for their adequacy, effectiveness, and continuous operation for addressing risk management and mitigation strategies.

SHARE CAPITAL

The paid-up equity share capital remained unchanged at Rs.118.58 crore as on March 31, 2018. There were no public issues, rights issues, bonus issues or preferential issues, etc. during the year.

The Company has not issued any shares with differential voting rights, sweat equity shares nor has it granted any stock options.

DEBENTURES

During the year, your Company has not issued any debentures and the total debentures outstanding as on the date of this report is Rs. Nil.

FIXED DEPOSITS

During the year, your Company did not invite nor accept any fixed deposits from the public and as such, there existed no outstanding principal or interest obligations for fixed deposits as on the Balance Sheet date.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to Section 149(4) of the Companies Act, 2013, every listed company is required to have at least one-third of its directors to be independent directors. The Board has one half of its Directors in the category of independent directors in terms of Regulation 17 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Amendment Regulations, (hereinafter referred to as ‘Listing Regulations’). Pursuant to Companies Act, 2013, at the AGM held on September 22, 2014, Mr. RVS Rao (DIN: 00061599) and Mr. Pradeep Guha (DIN: 00180427), Non-Executive Independent Directors (NEID) were appointed as NonExecutive Independent Directors by the shareholders for a period of five years (from September 22, 2014 to September 21, 2019) and remuneration (in the form of commission) to be paid as decided by the Board of Directors of the Company, subject to the limits as approved by them at the same AGM.

In terms of the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations the Board shall be comprised with at least one woman director.

Dr. Suchitra Kaul Misra (DIN: 02254365) was appointed as a Director in the capacity of Non-Executive Independent Director of the Company by the Board of Directors on March 21, 2016. At the AGM held on September 27, 2016, Dr. Suchitra Kaul Misra was appointed by the shareholders as Non-Executive Independent Director for a period of five years (from March 21, 2016 to March 20, 2021). Dr. Suchitra Kaul Misra resigned as Director on the Board of Directors of the Company w.e.f. July 27, 2018, on account of personal reason and preoccupations.

The Board places on record its appreciation for the assistance and guidance provided by Dr. (Ms.) Suchitra Kaul Misra during her tenure as an Independent Director on the Board of Directors of the Company. Pursuant to the provisions of the Companies Act, 2013, and the Listing Regulations the Company shall appoint an Independent Director within 90 days of the resignation of an Independent Director. The Company is making efforts to enable the same.

In compliance of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2018, and as Mr. RVS Rao, Non-Executive Independent Director, attains the age of seventy five years during the financial year 2018-19, the Board of Directors propose a special resolution to continue the directorship of Mr. RVS Rao as Non-Executive Independent Director up to September, 2019.

According to Section 149(13) of the Companies Act, 2013, the Independent Directors shall not be liable to retire by rotation.

All the continuing ‘Non-Executive Independent Directors’ have submitted the Declaration of Independence, pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as per Section 149(6) of the said Companies Act, 2013 and Regulation 25 of the Listing Regulations.

The conditions relating to appointment of ‘Non-Executive Independent Director’ specified in the Companies Act, 2013 and the rules made thereunder and the Listing Regulations have been complied with.

The existing Whole-time Directors, Mr. Ravi Puravankara, Chairman, Mr. Ashish Ravi Puravankara, Managing Director, Mr. Nani R. Choksey, Joint Managing Director are liable to retire by rotation. In line with this requirement Mr. Ashish Ravi Puravankara, Managing Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible for reappointment offers himself for reappointment as a Director. The Board recommends his reappointment.

The criteria for performance evaluation of Independent Directors, Board, Committees and other individual Directors includes criteria for performance evaluation of the non-executive directors and executive directors. Pursuant to the provisions of Companies Act, 2013 and Regulation 25 of the Listing Regulations, the Board has carried out annual performance evaluation of its own performance, its Committees and the Directors individually.

Details of Directors seeking reappointment at the Annual General Meeting (pursuant to Regulation 36 of the Listing Regulations), forms part of the Notice of the Annual General Meeting.

Mr. Kuldeep Chawla continues in office as Chief Financial Officer. Ms. Bindu. D, continues in office as Company Secretary & as Compliance Officer of the Company under the Listing Regulations.

MEETINGS OF THE BOARD

A minimum of four meetings of the Board of Directors are required to be held during a year in line with the requirement under the Listing Regulations and the interval between any two meetings shall not exceed 120 days. Both criteria have been met and six meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance forming part of this Annual Report.

The Board of Directors confirm that secretarial standards have been complied with, in respect of all meetings held during the year

POLICIES

Policies as required to be formulated under the Listing Regulations have been adopted by the Company. The following policies have been placed on the website of your Company.

1. Code of conduct for prevention of insider trading

2. Code of practices and procedures for fair disclosure of UPSI (Unpublished Price Sensitive Information).

3. Policy for determining material subsidiaries

4. Policy on materiality of related party transactions

5. Policy for corporate social responsibility

6. Nomination and remuneration policy including criteria for making payment to Directors (Non-Executive and Executive) and senior management personnel.

7. Risk management policy

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors hereby confirm that:

a) in preparation of the annual accounts the applicable accounting standards have been followed;

b) the Directors 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 at the year ended March 31, 2018 and of the profit of the Company for that period;

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

d) the annual accounts of the Company have been prepared on a ‘going concern’ basis;

e) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

FAMILIARISATION PROGRAMME

With a view to familiarise the Independent Directors with the Company’s operations, as required under Listing Regulation 25(7), the Company has held various familiarisation programmes throughout the year on an ongoing basis. Some of the familiarisation programmes carried out during the year include:

1. Various presentations made by business heads of the Company from time to time on different functions and areas.

2. Deliberations were held and the Directors were updated from time to time on major developments in the areas of the Companies Act, 2013, the Listing Regulations.

The details of the familiarisation programmes are also placed on the Company’s website: www.puravankara.com

AUDITORS & AUDITORS’ REPORT Statutory Auditors

M/s. S R Batliboi & Associates LLP, Chartered Accountants, FRN 101049W/ E300004, were appointed by the members, as Statutory Auditors of the Company for a period of five years from the conclusion of the 31^st AGM held on August 29, 2017 till the conclusion of 36^th AGM, subject to ratification of their appointment by the members at every AGM.

Pursuant to the Amendment of the Act, vide notification by the Ministry of Corporate Affairs, dated May 7, 2018, the requirement of ratification of the appointment of Statutory Auditors at every AGM has ceased. Necessary details have been annexed to the Notice of the meeting in line with the requirements of the Companies Act, 2013.

The Company has received confirmation from M/s. S R Batliboi & Associates LLP, Chartered Accountants, stating that, continuation as Statutory Auditors of the Company, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013.

The Statutory Auditors have expressed an unmodified opinion in their Consolidated Auditors’ Report and the Standalone Auditors’ Report in respect of the audited financial statements for the financial year ended March 31, 2018.

Cost Auditors

The Board appointed M/s. GNV Associates, Cost Accountants, for conducting the audit of cost records of the Company for the financial year 2017-18.

Secretarial Auditors

The Board appointed M/s JKS & Co., Company Secretaries to conduct the secretarial audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is attached herewith marked as Annexure I to this Report.

PARTICULARS OF INVESTMENTS MADE, LOANS GIVEN, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of investments made, loans given, guarantees given and securities provided are disclosed in Note 6, 7 and 20a, to the standalone financial statement of the Company

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company did not enter into any new contracts/ arrangements/ transactions with related parties which could be considered material in accordance with the Company’s policy pertaining to the materiality of related party transactions.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website: www.puravankara.com

The details of the material related party transactions are attached herewith as Annexure II Form AOC-2.

The details of related party transactions form part of note no. 38 of the standalone financial statements.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements pursuant to Section 129(3) of the Companies Act, 2013 and Regulation 33 and Regulation 34 of the Listing Regulations and prepared in accordance with the Indian Accounting Standards (IndAS) prescribed by the Institute of Chartered Accountants of India, form part of this Annual Report.

The IndAS were notified by the Ministry of Corporate Affairs (MCA), vide its notification in the official gazette on Feburary 16, 2015, applicable to certain classes of companies. IndAS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013 read with rule 7 of the Companies Accounts Rules, 2014.

Your Company, its subsidiaries have adopted IndAS with effect from April 1, 2016 pursuant to the notification by Ministry of Corporate Affairs on February 16, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015. Your Company has published Ind-AS Financials for the year ended March 31, 2018 along with comparable as on March 31, 2017.

The accounting policies as set out in note 1 to the financial statements have been applied in preparing the financial statements for the year ended March 31, 2018, the comparative information is presented in the financial statements for the year ended March 31, 2017.

SUBSIDIARIES

The Company has in all 25 subsidiary companies (including four step-down subsidiaries in India and a step-down subsidiary in Sri Lanka) out of which 23 companies are in India and two are abroad. Of these, Provident Housing Limited an unlisted Indian Company is a material subsidiary as defined under the Listing Regulations.

Pursuant to Regulation 24 of the Listing Regulations, an Independent Director on the Board of the Company shall be a Director on the Board of Directors of an unlisted material subsidiary. Mr. RVS Rao and Mr. Pradeep Guha, Independent Directors on the Board of the Company are also members of the Board of Provident Housing Limited, which is an unlisted material subsidiary. The Audit Committee of the Company reviews the financial statements of Provident Housing Limited, and its minutes are placed before the Board of Directors of the Company.

During the year, the company acquired the entire equity share capital of IBID Home Private Limited whereby the same became a wholly-owned subsidiary company. The Company is associated with Whitefield Ventures a partnership business.

Details of companies which became/ceased to be Company’s subsidiaries, joint ventures or associate companies are specified in Annexure III

STATEMENT RELATING TO SUBSIDIARIES AND THEIR FINANCIAL STATEMENTS

Information regarding each subsidiary pertaining to capital, reserves, total assets, total liabilities, details of investment, turnover, profit before taxation, provision for taxation, profit after taxation/loss are attached herewith as Annexure IV (i.e. Form AOC-1).

Your Directors hereby inform you that the audited annual accounts and related information of the subsidiaries will be available for inspection on any working day during business hours at the registered office of the Company.

In accordance with the provisions of Sections 136 of the Companies Act, 2013, the annual financial statements and the related documents of the subsidiary companies of the company are placed on the Company’s website: www.puravankara.com

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of this Report.

Further to the date of the Balance Sheet the Company has entered into a facility agreement with a lender to avail a facility of RS.240 crores for the Project Marina One.

The Company has issued Corporate Guarantee to secure the facility of RS.90 crores availed for the Project Adora-de-Goa, by Provident Housing Limited the wholly owned subsidiary of the Company from two lenders.

IND AS 115 would apply to the company with effect from April 1, 2018, and the Company would be required to present financial statements based on Completed Contract method as against the current policy of recognising the revenue based on Percentage of Completion method. The same is also applicable to the ongoing projects and the company would have to de-recognise the revenue already recognised in respect of ongoing projects which will be again recognised upon completion of such ongoing projects. This may have significant impact on the revenues, profitability and networth of the company in the near term, though, in the long term, the same would be neutralised. This requirement is applicable to the entire real estate industry who were recognizing revenue on Percentage of Completion method.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo:

Technology absorption: Your Company firmly believes that adoption and use of technology is a fundamental business requirement for carrying out business effectively and efficiently. While the industry is labor intensive, we believe that mechanisation of development through technological innovations is the way to address the huge demand supply gap in the industry. We are constantly upgrading our technology to reduce costs and achieve economies of scale.

Energy. The Company is in the business of property development and does not require large quantities of energy. However, wherever possible energy saving measures are undertaken across all our projects.

Foreign exchange. Foreign exchange earned during the year ended March 31, 2018 stood at Rs.1.93 crores while the expenditure stood at Rs.6.17 crores.

RISK MANAGEMENT POLICY

Information on the development and implementation of a risk management policy for the Company including identification therein of elements of risk which in the opinion of the Board may threaten the existence of the Company is given in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has a commitment to invest in social causes even before the same was made mandatory under the Companies Act, 2013. Our CSR initiatives have focused on improving civic amenities, promoting interest in arts and sports apart from sponsoring education to the needy. Efforts include the development and maintenance of roads, parks, fire station and a war memorial, apart from supporting schools and creches for the children of unskilled labourers as well as support to old-age homes and art & culture.

CONSTITUTION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

According to Section 135 of the Companies Act, 2013, read together with Companies (Corporate Social Responsibility Policy) Rules, 2014 and revised Schedule VII to the said Act which came into effect from April 1, 2014, all companies having net worth of Rs.500 crore or more, or turnover of Rs.1,000 crore or more or a net profit of Rs.5 crore or more during any financial year are required to constitute a Corporate Social Responsibility (CSR) Committee of the Board of Directors comprising three or more directors, with at least one of them being an independent director. The Company has complied with the requirement.

Overview

It is essential that we remain an active and welcomed member of the community and that our contributions to society are measured, shared and valued. We subscribe to and actively pursue positive social outcomes while working diligently to use our scale and socio- economic reach to effect meaningful transformation within our communities. Importantly, our permit to conduct our business is premised on our ability to demonstrate our commitment to create value for all stakeholders and to practice sound environmental stewardship.

CSR ACTIVITIES

Maintenance of road medians and parks

Puravankara signed the first license agreement with the Bangalore Metro Rail Corporation Limited (BMRCL) to maintain 48 median sections on Magadi Road, Bengaluru, taking up the responsibility of maintaining the landscape of the selected medians. This initiative is aligned with our focus on restoring the city’s green cover and ensuring cleanliness, aligned with the government’s Swachh Bharat mission.

Art and cultural patronage

Bengaluru-based Puravankara Suchitra Cinema and Cultural Academy is a reputed cinema, theatre, art and cultural institution and Puravankara is committed to promote and perpetuate the arts. In this context, the Company extended financial support for giving a facelift to the institution’s building and also equipping its theatre with the latest technology for hosting international film festivals and other events.

Environmental stewardship

In 2017-18, our most material environmental issues included the following:

- Focus on improving water management

- Focus on extensive resource utilisation and minimization of wastages

At Puravankara, we want to be acknowledged in the real estate industry for using natural resources in building construction in the most efficient and effective way. We also want to be seen as builders who are in rigorous compliance with all statues and laws and one that leverages technology to minimize its environmental footprint and impact.

Going forward, we expect to continue to embrace green building practices while emerging as a model in environmental stewardship in the real estate industry.

Puravankara has established a charitable trust - Puravankara Foundation to spearhead the group’s CSR activities and is in the process of receiving requisite approvals.

The report on CSR activities is attached herewith as Annexure V. EXTRACT OF ANNUAL RETURN

The extract of annual return of the Company, pursuant to Section 92 of the Companies Act, 2013 is attached herewith in form MGT-9 as Annexure VI to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement containing particulars of employees, including ratio of remuneration to directors, among others as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 are attached herewith as Annexure VII to this Report.

DIRECTORS’ REMUNERATION POLICY AND CRITERIA FOR MATTERS REQUIRED UNDER SECTION 178

The Board, as per the recommendation of the Nomination and Remuneration Committee, has framed a nomination and remuneration policy, providing (a) criteria for determining qualifications, positive attributes and independence of directors and (b) a policy on remuneration for directors, key managerial personnel and other employees. An extract of the Nomination and Remuneration Policy is attached herewith as Annexure VIII. The detailed remuneration policy is placed on the Company’s website: www.puravankara.com

BUSINESS RESPONSIBILITY REPORTING

As per clause (f) of sub regulation (2) of regulation 34 of Listing Regulations, the annual report of the top five hundred listed entities based on market capitalization (calculated as on March 31 of every financial year) shall contain a business responsibility report describing the initiatives taken by the listed entity from an environmental, social and governance perspective, in the format as specified by the SEBI. Your company is ranked amongst the 500 listed entities on the basis of market capitalization as on March 31, 2018. The Business Responsibility Report is attached herewith as Annexure IX.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from Practising Company Secretary regarding the compliance of the conditions of Corporate Governance as stipulated under Regulation 34 read with Schedule V of the Listing Regulations forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate section on management discussion and analysis as stipulated under Regulation 34 of the Listing Regulations forms part of this Annual Report.

CREDIT RATING

The long-term rating of the Company as per ICRA was enhanced as BBB with a stable outlook, in respect of the various fund and nonfund-based credit facilities totaling to Rs.2500 crore sanctioned / to be sanctioned to the Company and Rs.750 crore for Provident Housing Limited. The rating has been issued by ICRA during October 2017 and will be reviewed by them on an ongoing basis.

SHARES UNDER COMPULSORY DEMATERIALISATION

The Company’s equity shares are compulsorily tradable in electronic form. As on March 31, 2018, 0.0000006% of the Company’s total paid-up equity capital representing 162 shares (five shareholders) is in physical form and the remaining shares ie. 23,71,49,524 (99.9999994%) are in electronic form.

In view of the numerous advantages offered by the depository system, the members holding shares in physical form are advised to avail of the facility of de-materialisation.

The Company has intimated to the shareholders holding shares in physical form, that Securities and Exchange Board of India (SEBI) vide notification no. SEBI/LAD- NR0/GN/2018/24 dated June 08, 2018 has amended the sub-regulation (1) of Regulation 40 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, whereby w.e.f. December 05, 2018, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository. To provide for the future transmission or transposition of securities the Company has adviced that the shares held in physical mode be held in demat/ electronic mode by converting it into demat mode.

Particulars	Number of shares	%
DEMAT	23,71,49,524	99.9999994%
PHYSICAL	162	0.0000006%
TOTAL	23,71,49,686	100%

INSIDER TRADING REGULATIONS

SEBI had brought in a new regulation named as SEBI (Prohibition of Insider Trading Regulation) 2015, in place of SEBI Insider Trading Regulations, 1992. Pursuant to the new regulation, your Company has a Code of Conduct for Prevention of Insider Trading & Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and the same is placed in the website of your Company

STATUTORY DISCLOSURES

Your Directors state that:

(a) No disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the ‘going concern’ status and Company’s operations in future.

(b) In compliance with the requirements of ‘Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013’, introduced by the Government of India, which came into effect from December 9, 2013, the Company has adopted a ‘Policy to provide Protection Against Sexual Harassment of Women in Workplace’, which has been displayed on the website of the Company and an Internal Complaints Committee has been constituted and functions duly. During the year one complaint of sexual harassment was received and disposed off.

(c) Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

ACKNOWLEDGEMENTS

Your Directors express their grateful appreciation for the assistance and co-operation received from the financial institutions, banks, governmental authorities, customers, vendors and shareholders during the financial year. Your Directors would also like to once again place on record their appreciation to the employees across levels, who through their dedication, cooperation, support and intelligence have enabled the Company to move towards achieving its corporate objectives.

For and on behalf of the Board of Directors

Ashish Ravi Puravankara Nani R. Choksey

Managing Director & Joint Managing Director

Chief Executive Officer DIN: 00504555

DIN:00504524

Bengaluru

August 10, 2018

---

Mar 31, 2017

Dear Shareholders,

The Directors have the pleasure of presenting the Thirty first Annual Report on the business and operations of the Company together with the audited results for the financial year ended March 31, 2017.

Further to the approval by the shareholders the name of the company was changed from ''Puravankara Projects Limited'' to ''PURAVANKARA LIMITED'' vide approval of the Registrar of Companies on December 21, 2016, and the change took effect from January 10, 2017 on the website of the stock exchanges BSE Limited and National Stock Exchange Limited.

FINANCIAL HIGHLIGHTS	(Rs. Crore)
Particulars	Standalone		Consolidated
	Fiscal 2017	Fiscal 2016	Fiscal 2017	Fiscal 2016
Total income (from operations)	976.47	1015.69	1407.12	1584.04
Profit before tax	117.56	109.98	160.96	127.67
Profit after tax/ Total profit for the year	100.51	86.11	127.11	82.85
Total Comprehensive income	100.46	86.47	127.14	83.31

Financial Performance

The standalone revenues of the Company stood at 976.47 crore compared to Rs. 1,015.69 crore in the previous fiscal, showing a nominal decrease of 3.86%. The operating cash flows were however better, profit after tax stood at Rs. 100.51 crore compared to Rs. 86.11 crore in the previous fiscal, showing an increase of 16.72%.

The consolidated revenues of the Company stood at Rs. 1,407.12 crore compared to Rs. 1,584.04 crore in the previous fiscal, showing a decrease of 11.16%. However, the total profit after tax for the year stood at Rs. 127.11 crore compared to Rs. 82.85 crore in the previous fiscal, showing an increase of 53.42%.

Dividend

Your Board approved a dividend policy for the Company at its meeting held on August 6, 2013. The said dividend policy indicates that the Company shall endeavour to pay 33.33% of the PAT (Profit after Tax) earned by the Company during each financial year, with regard to the business exigencies and general economic outlook for distribution as dividend to the shareholders, including dividend distribution tax and/ or such other taxes payable on dividend distributed.

In line with the aforesaid dividend policy, and in line with the results of the Company, the Board had recommended a final dividend amounting to H2.25 (Rupees two point two five only) per equity share (45%) on 237,149,686 equity shares of H5 each, for the financial year ended March 31, 2017, at its meeting held on May 29, 2017, as compared to a dividend of H0.782 per equity shares (15.61%) on237,149,686 equity shares of H5 each, for the financial year ended March 31, 2016.

The Register of Members and Share Transfer Books will remain closed from August 22, 2017 - August 29, 2017 (both days inclusive) for the purpose of payment of the final dividend for the financial year ended March 31, 2017. The Annual General Meeting (AGM) is scheduled to be held on August 29, 2017.

The total outflow on account of dividend would be as follows:

(Rs. crore)
Particulars	March 31, 2017	March 31, 2016
Dividend	53.36	18.50
DDT	10.86	3.77
Total	64.22	22.27

Thus the dividend for the financial year ended March 31, 2017 at Rs. 53.36 crores, would be 29.39% higher than the dividend of Rs. 18.50 crores for the financial year ended March 31, 2016.

Transfer to Reserves

The Board has decided to pay a dividend of Rs. 2.25 (Rupees two point two five only) per equity share (45%) for the financial year ended March 31, 2017. Pursuant to Section 123 of the Companies Act, 2013, no amount has been transferred to the General Reserve.

Details of Adequacy of Internal Financial Controls (IFC)

Pursuant to Section 134(5) (e), your Company has a proper and adequate system of internal financial controls (IFC) in place to ensure that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition and smooth functioning of its business. The processes and the systems are reviewed constantly and changed to address the changing regulatory and business environment. The control systems provide a reasonable assurance of recording the transactions of its operations in all material aspects and of providing protection against misuse or loss of Company''s assets. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls.

The ERP system which your Company had implemented has helped in further strengthening the IFC that are in place. The existing IFC and their adequacy are frequently reviewed and improved upon to meet the changing business environment. The internal auditors periodically review the internal control systems, policies and procedures for their adequacy, effectiveness, and continuous operation for addressing risk management and mitigation strategies.

Share Capital

The paid-up equity share capital remained unchanged at Rs. 118.58 crore as on March 31, 2017. There were no public issues, rights issues, bonus issues or preferential issues, etc. during the year.

The Company has not issued any shares with differential voting rights, sweat equity shares nor has it granted any stock options.

Debentures

During the year, your Company has not issued any debentures and the total debentures outstanding as on the date of this report is H Nil.

Fixed Deposits

During the year, your Company did not invite nor accept any fixed deposits from the public and as such, there existed no outstanding principal or interest obligations for fixed deposits as on the Balance Sheet date.

Directors And Key Managerial Personnel (KMP)

Pursuant to Section 149(4) of the Companies Act, 2013, every listed company is required to have at least one-third of its directors to be independent directors. The Board has one half of its Directors in the category of independent directors in terms of Regulation 17 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Amendment Regulations, 2016 (hereinafter referred to as ''Listing Regulations''). Pursuant to Companies Act, 2013, at the AGM held on September 22, 2014, Mr. RVS Rao (DIN: 00061599) and Mr. Pradeep Guha (DIN: 00180427), ''Non-Executive Independent Directors'' (NEID) were appointed as Non-Executive Independent Directors by the shareholders for a period of five years (from September 22, 2014 to September 21, 2019) and remuneration (in the form of commission) to be paid as decided by the Board of Directors of the Company, subject to the limits as approved by them at the same AGM .

In terms of the provisions of the Companies Act, 2013 and the Regulation 17 of the Listing Regulations the Board shall be comprised with at least one woman director.

Dr. Suchitra Kaul Misra (DIN: 02254365) was appointed as a Director in the capacity of Non-Executive Independent Director of the Company by the Board of Directors on March 21, 2016. At the AGM held on September 27, 2016, Dr. Suchitra Kaul Misra was appointed by the shareholders as Non-Executive Independent Director for a period of five years (from March 21, 2016 to March 20, 2021)

According to Section 149(13) of the Companies Act, 2013, the Independent Directors shall not be liable to retire by rotation.

All the continuing ''Non-Executive Independent Directors'' have submitted the Declaration of Independence, pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as per Section 149(6) of the said Act and Regulation 25 of the Listing Regulations.

The conditions relating to appointment of ''Non-Executive Independent Director'' specified in the Act and the rules made there under and the Listing Regulations have been complied with.

The existing Whole-time Directors, Mr. Ravi Puravankara, Chairman, Mr. Ashish Ravi Puravankara, Managing Director, Mr. Nani R.Choksey, Joint Managing Director are liable to retire by rotation. In line with this requirement Mr.Ravi Puravankara, Chairman of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible for reappointment offers himself for reappointment as a Director. The Board recommends his reappointment.

The criteria for performance evaluation of Independent Directors, Board, Committees and other individual Directors includes criteria for performance evaluation of the non-executive directors and executive directors. Pursuant to the provisions of Companies Act, 2013 and Regulation 25 of the Listing Regulations, the Board has carried out annual performance evaluation of its own performance, the directors individually.

Details of Directors seeking reappointment at the Annual General Meeting (pursuant to Regulation 36 of the Listing Regulations), forms part of the Notice of the Annual General Meeting.

Mr. Hari Ramakrishnan resigned as Chief Financial Officer on March 8, 2017. Your Directors place on record their appreciation of the valuable contribution made to the Company by Mr. Hari Ramakrishnan.

On the recommendation of the Nomination and Remuneration Committee and pursuant to section 203 of the Companies Act, 2013, Mr. Kuldeep Chawla was appointed as Chief Financial Officer w.e.f. March 8, 2017 and w.e.f. May 27, 2016, Ms. Bindu. D, was appointed as Company Secretary & as Compliance Officer of the Company under Listing Regulations w.e.f. the same date.

Mr. V. Ravi Kumar Reddy, Company Secretary and Compliance officer resigned w.e.f. May 2, 2016.

Meetings of the Board

Four meetings of the Board of Directors were held during the year in line with the requirement under the Listing Regulations and the interval between any two meetings did not exceed 120 days. For further details, please refer report on Corporate Governance forming part of this Annual Report.

Policies

Policies as required to be formulated under the Listing Regulations have been adopted by the Company. The following policies have been placed on the website of your Company.

1. Code of conduct for prevention of insider trading

2. Code of practices and procedures for fair disclosure of UPSI (Unpublished Price Sensitive Information).

3. Policy for determining material subsidiaries

4. Policy on materiality of related party transactions

5. Policy for corporate social responsibility

6. Nomination and remuneration policy including criteria for making payment to Directors (Non-Executive and Executive) and senior management personnel.

7. Risk management policy

Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors hereby confirm that:

a) in preparation of the annual accounts the applicable accounting standards have been followed;

b) the Directors 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 at the year ended March 31, 2017 and of the profit of the Company for that period;

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

d) the annual accounts of the Company have been prepared on a ''going concern'' basis.

e) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

Directors'' Remuneration Policy and Criteria for Matters Required Under Section 178

The Board, as per the recommendation of the Nomination and Remuneration Committee, has framed a nomination and remuneration policy, providing (a) criteria for determining qualifications, positive attributes and independence of directors and

(b) a policy on remuneration for directors, key managerial personnel and other employees. The detailed remuneration policy is placed on the Company''s website: www.puravankara.com

Familiarization Programme

With a view to familiarize the Independent Directors with the Company''s operations, as required under Listing Regulation 25(7), the Company has held various familiarization programmes throughout the year on an ongoing basis. Some of the familiarization programmes carried out during the year, include:

1. Various presentations made by business heads of the Company from time to time on different functions and areas.

2. Deliberations were held and the Directors were updated from time to time on major developments in the areas of the Companies Act, 2013, the Listing Regulations.

The details of the familiarization programmes are also placed on the Company''s website: www.puravankara.com

Auditors & Auditors'' Report

M/s. Walker Chandiok & Co. LLP, (formerly Walker, Chandiok & Co), Chartered Accountants, (LLP Registration No. 001076N/N500013), Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting.

Further to the recommendation of the Audit Committee the Board of Directors passed a resolution by circulation on May 09, 2017, whereby subject to the approval of the shareholders, the Board of Directors, approved the appointment of M/s. S R Batliboi & Associates LLP, Chartered Accountants, FRN 101049W/ E300004, as Statutory Auditors of the Company for a period of five years from the conclusion of ensuing 31^st Annual General Meeting till the conclusion of 36^th Annual General Meeting.

The Company has received from M/s. S R Batliboi & Associates LLP, Chartered Accountants, a consent letter to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013.

Necessary details have been annexed to the Notice of the meeting in line with the requirements of the Companies Act, 2013.

The Consolidated Auditors'' Report and the Standalone Auditors'' Report to the shareholders for the year ended March 31, 2017 does not have any qualification.

Cost Auditors

The Board appointed M/s. GNV Associates, Cost Accountants; for conducting the audit of cost records of the Company for the financial year 2016-17.

Secretarial Audit

The Board appointed M/s JKS & Co., Company Secretaries to conduct the secretarial audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is attached herewith marked as Annexure I to this Report.

Particulars of Loans Given, Investments Made, Guarantees Given and Securities Provided

Particulars of loans given, investments made, guarantees given and securities provided are disclosed in Note 5 and 6 to the standalone financial statement of the Company.

Contracts and Arrangements with Related Parties

All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company did not enter into any new contracts/ arrangements/transactions with related parties which could be considered material in accordance with the Company''s policy pertaining to the materiality of related party transactions.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website: www.puravankara.com

The details of the related party transactions are attached herewith as Annexure II Form AOC-2

Consolidated Financial Statements

The Consolidated Financial Statements pursuant to Section 129(3) of the Companies Act, 2013 and Regulation 33 and Regulation 34 of the Listing Regulations and prepared in accordance with the Indian Accounting Standards (IndAS) prescribed by the Institute of Chartered Accountants of India, forms part of this Annual Report.

The IndAS were notified by the Ministry of Corporate Affairs (MCA), vide its notification in the official gazette on February 16, 2015, applicable to certain classes of companies. IndAS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013 read with rule 7 of the Companies Accounts Rules, 2014.

Your Company, its subsidiaries have adopted IndAS with effect from April 1, 2016 pursuant to the notification by Ministry of Corporate Affairs on February 16, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015. Your Company has published IND-AS Financials for the year ended March 31, 2017 along with comparable as on March 31, 2016 and Opening Statement of Assets and Liabilities as on April 1, 2015.

The accounting policies as set out in note 1 to the financial statements have been applied in preparing the financial statements for the year ended March 31, 2017, the comparative information is presented in the financial statements for the year ended March 31, 2016 and in the preparation of an opening IndAS balance sheet at April 1, 2015 (the Company''s date of transition). The explanation to the transition from previous GAAP to IndAS and the effect on the Company''s financial position, financial performance and cash flows is set out in Note 49 of the financial statements.

Subsidiaries

The Company has in all 25 subsidiary companies (including four step-down subsidiaries in India and a step-down subsidiary in Sri Lanka) out of which 22 companies are in India and three are abroad. Of these, Provident Housing Limited an unlisted Indian Company is a material subsidiary as defined under the Listing Regulations.

Pursuant to Regulation 24 of the Listing Regulations, an Independent Director on the Board of the Company shall be a Director on the Board of Directors of an unlisted material subsidiary. Mr. RVS Rao and Mr. Pradeep Guha, Independent Directors on the Board of the Company are also members of the Board of Provident Housing Limited, which is an unlisted material subsidiary. The Audit Committee of the Company reviews the financial statements of Provident Housing Limited, and its minutes are placed before the Board of Directors of the Company.

During the year, the following wholly-owned subsidiary companies were incorporated:

- Purva Pine Private Limited

- Purva Oak Private Limited

Three step down companies being wholly-owned subsidiaries of Provident Housing Limited, a subsidiary of the Company were incorporated:

- Argan Properties Private Limited

- Provident Meryta Private Limited

- Provident Cedar Private Limited

Details of companies which became/ceased to be Company''s subsidiaries, joint ventures or associate companies are specified in Annexure III.

STATEMENT RELATING TO SUBSIDIARIES AND THEIR FINANCIAL STATEMENTS

Information regarding each subsidiary pertaining to capital, reserves, total assets, total liabilities, details of investment, turnover, profit before taxation, provision for taxation, profit after taxation/loss and proposed dividend are attached herewith as Annexure IV (i.e. Form AOC-1).

Your Directors hereby inform you that the audited annual accounts and related information of the subsidiaries will be available for inspection on any working day during business hours at the registered office of the Company.

In accordance with the provisions of Sections 136 of the Companies Act, 2013, the annual financial statements and the related documents of the subsidiary companies of the company are placed on the Company''s website: www.puravankara.com

Material Changes and Commitments

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of this Report.

Further to the date of the Balance Sheet, the Company has entered into a facility agreement with ICICI Bank Limited to avail facility of Rs.150 crores for Purva Evoq Project.

Energy, Technology Absorption and Foreign Exchange

Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo:

Technology absorption: Your Company firmly believes that adoption and use of technology is a fundamental business requirement for carrying out business effectively and efficiently. While the industry is labor intensive, we believe that mechanization of development through technological innovations is the way to address the huge demand supply gap in the industry. We are constantly upgrading our technology to reduce costs and achieve economies of scale.

We have also invested in automating our processes to accelerate the decision making process and have implemented Ramco ERP software during the year for the entire group. We intend to continue this process of investment in technology as the business requirements arise with the goals of improved business processes, higher productivity, enhanced quality and lower costs.

Energy: The Company is in the business of property development and does not require large quantities of energy. However, wherever possible energy saving measures are undertaken across all our projects.

Foreign exchange: Foreign exchange earned during the year ended March 31, 2017 stood at Rs.2.45 crore while the expenditure stood at Rs.6.72crore.

Risk Management Policy

Information on the development and implementation of a risk management policy for the Company including identification therein of elements of risk which in the opinion of the Board may threaten the existence of the Company is given in the Corporate Governance Report.

Corporate Social Responsibility (CSR)

Puravankara Limited has had a commitment to invest in social causes even before the same was made mandatory under the Companies Act, 2013. Our CSR initiatives have focused on improving civic amenities, promoting interest in arts and sports apart from sponsoring education to the needy. Efforts include the development and maintenance of roads, parks, fire station and a war memorial, apart from supporting schools and creches for the children of unskilled labourers as well as support to old-age homes.

Constitution of Corporate Social Responsibility Committee

According to Section 135 of the Companies Act, 2013 read together with Companies (Corporate Social Responsibility Policy) Rules, 2014 and revised Schedule VII to the said Act which came into effect from 1 April 2014, all companies having net worth of Rs.500 crore or more, or turnover of Rs. 1,000 crore or more or a net profit of Rs.5 crore or more during any financial year are required to constitute a Corporate Social Responsibility (CSR) Committee of the Board of Directors comprising three or more directors, with at least one of them being an independent director. The Company has complied with the requirement.

CSR Activities

Puravankara is firmly committed to drive change towards sustainability through strategic CSR initiatives. The Group''s primary focus is to leverage the existing capabilities and expertise of the organization to create a visible impact in the community. The initiatives driven by the Group are largely in the sphere of education, health and safety, arts, civic amenities as well as environment.

With a growing focus on the issues of global warming, the Group has consciously undertaken environment management measures and is nurturing and maintaining several parks/medians/nature strips around Bangalore. Puravankara is committed to a greener and healthier tomorrow. The public amenities maintained by the Group are at the Kamaraj Road Median, Anil Kumble Circle, Cubbon Road Median, New Indian Express Median in front of the Coffee Board, Marathalli Median, Domlur Park, Rest House Park. Recently we have been looking for further opportunities to be able to give back to the community. As part of this vision, we are in discussions with the Namma Metro Authorities to discuss how we can help support the sustainable maintenance of what we envision will be the life support of Bangalore’s mass transportation network.

In keeping with our strategy of supporting under- privileged children, Puravankara Limited''s 100% subsidiary Provident Housing was happy to support Christel House Learning Center, a place for disadvantaged children to grow, achieve and realize their dreams. The mission of Christel House is to help orphaned, abandoned and underprivileged children break the cycle of poverty and to make them self-sufficient and contributing members of our society. A comprehensive, holistic approach to child development is essential to fulfill this mission. We hope to continue this partnership in the years to come.

The Group has also entered into an agreement with a Trust to promote education in the sphere of arts, especially theatre, dance and film making. The trust is managed by veteran artists and other renowned personalities who also organize international film festivals. The plan is to refurbish the theatre and the society building with the latest technology to aid teaching and performance via social programmes. To promote and perpetuate the education of arts, the Trust will collaborate with artists and also encourage participation of individuals- both these stakeholders have a unique role to play in community development.

This financial year also saw Puravankara join hands with the Wockhardt Foundation for a series of pediatric heart surgeries, supporting under privileged children. We hope to continue this association, and are exploring opportunities to create safe afterschool learning spaces. wherein the learning experience for children can be augmented and at the same time also be diverse from the traditional educational methods.

Moving ahead, Puravankara Group will continue on the path of its commitment to sustainability, and as a valued partner in the community, contribute meaningfully to create a lasting impact in the larger ecosystem.

Puravankara is in the process of creating a Charitable Trust -Puravankara Foundation to sparehead the group''s CSR activities.

The Annual report on CSR activities is attached herewith as Annexure V.

Extract of Annual Return

The extract of annual return of the Company, pursuant to Section 92 of the Companies Act, 2013 is attached herewith in form MGT-9 as Annexure VI to this Report.

Particulars of Employees and Related Disclosures

The statement containing particulars of employees, including ratio of remuneration to directors, among others as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 are attached herewith as Annexure VII to this Report.

Corporate Governance

A separate section on Corporate Governance and a certificate from the Statutory Auditors of the Company regarding the compliance of the conditions of Corporate Governance as stipulated under Regulation 34 read with Schedule V of the Listing Regulations forms part of this Annual Report.

Management Discussion and Analysis

A separate section on management discussion and analysis as stipulated under Regulation 34 of the Listing Regulations forms part of this Annual Report.

Credit Rating

The long-term rating of the Company as per ICRA was reaffirmed as BBB with a stable outlook, in respect of the various fund and non-fund-based credit facilities totaling to Rs.2500 crore sanctioned to the Company and Rs.750 crore for Provident Housing Limited. The rating has been issued by ICRA during March 2017 and will be reviewed by them on an ongoing basis.

Shares Under Compulsory Dematerialization:

The Company''s equity shares are compulsorily tradable in electronic form. As on 31 March 2017, 0.0002% of the Company''s total paid-up equity capital representing 402 shares (six shareholders) is in physical form and the remaining shares namely 237,149,284 (99.9998%) are in electronic form. In view of the numerous advantages offered by the depository system, the members holding shares in physical form are advised to avail of the facility of de-materialization.

Particulars	Number of shares	%
DEMAT	237,149,284	99.9998%
PHYSICAL	402	0.0002%
TOTAL	237,149,686	100%

Insider Trading Regulations

SEBI had brought in a new regulation named as SEBI (Prohibition of Insider Trading Regulation) 2015, in place of SEBI Insider Trading Regulations, 1992. Pursuant to the new regulation, your Company has formulated a Code of Conduct for Prevention of Insider Trading & Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and the same is placed in the website of your Company.

Statutory Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the ''going concern'' status and Company''s operations in future.

3. In compliance with the requirements of ''Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013, introduced by the Government of India, which came into effect from December 9, 2013, the Company has adopted a ''Policy to provide Protection Against Sexual Harassment of Women in Workplace'', which has been displayed on the website of the Company. During the year one complaint of sexual harassment was received and disposed off.

ACKNOWLEDGEMENTS

Your Directors express their grateful appreciation for the assistance and co-operation received from the financial institutions, banks, governmental authorities, customers, vendors and shareholders during the financial year. Your Directors would also like to once again place on record their appreciation, for the employees across levels, who through their dedication, cooperation, support and intelligence have enabled the Company to move towards achieving its corporate objectives.

For and on Behalf of the Board of Directors

Ashish Ravi Puravankara Nani R. Choksey

Managing Director & Chief Executive Officer Joint Managing Director

DIN: 00504524 DIN: 00504555

Bangalore

July 28, 2017

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Mar 31, 2015

Dear Members,

The Directors are pleased to present their report for the Financial Year Ended 31 March 2015.

We have pleasure in presenting the twenty ninth Annual Report on the business and operations of the Company together with the audited results for the financial year ended 31 March 2015.

Standalone

Particulars Fiscal Fiscal 2015 2014

Rs. crore Rs. crore

Total Income 1,218.41 966.54

Profit before tax 77.17 140.97

Net profit for the year 85.33 106.03



Consolidated

Particulars Fiscal Fiscal 2015 2014

Rs. crore Rs. crore

Total Income 1,690.62 1,313.30

Profit before tax 154.95 242.83

Net profit for the year 132.73 159.98

Financial Performance

The Standalone revenues of the company stood at Rs.1,218.41 crore as compared to Rs. 966.54 crore in the previous fiscal, showing an increase of 26.06%. Profit after tax was Rs. 85.33 crore as compared to Rs. 106.03 crore in the previous fiscal, showing a decrease of 19.52%.

The Group consolidated revenues of the company stood at Rs.1690.62 crore as compared to Rs.1313.30 crore in the previous fiscal, showing an increase of 28.73%. Profit after tax was Rs.132.73 crore as compared to Rs.159.98 crore in the previous fiscal, showing a decrease of 17.03%.

Dividend

Your Board approved a dividend policy for the Company in its meeting held on 6 August 2013. The said dividend policy indicate that the Company will endeavor to pay 33.33% of the Profit After Tax (PAT) earned by the Company during each Financial Year, having regard to the business exigencies and general economic Outlook for distribution as Dividend to the Shareholders, including Dividend Distribution Tax and/or such other Taxes payable on Dividends Distributed.

In line with the aforesaid dividend policy,the Board had recommended at its meet held on 15 May 2015, a Final dividend amounting to Rs.1.55 per equity share (31.00%) on 237,149,686 equity shares of Rs.5/- each, for the financial year ended 31 March 2015.

The Register of Members and Share Transfer Books will remain closed from 17 September 2015 - 24 September 2015 (both days inclusive) for the purpose of payment of the final dividend for the Financial Year ended March 31, 2015. The Annual General Meeting (AGM) is scheduled to be held on 24 September 2015.

The total outflow on account of dividend would be as follows:

(Rs. In crore)

31 March 2015 31 March 2014

Dividend 36.76 45.53

DDT 7.48 7.74

Total 44.24 53.27

Transfer to Reserves

Since the Board has decided to pay a dividend of Rs. 1.55 per equity share (31.00%) for the Financial Year ended 31 March 2015, an amount of H8.54 crore (10% of the Standalone net profit for the year) has been transferred to the General Reserves pursuant to Sec 123 of the Companies Act 2013.

Details of adequacy of Internal Financial Controls (IFC)

In pursuance to section 134(5)(e), your Company has a proper and adequate system of internal controls in place to ensure that all transactions are authorised, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorised use or disposition and smooth functioning of its business. The processes and the systems are reviewed constantly and changed to address the changing regulatory and business environment. The Control Systems provide a reasonable assurance of recording the transactions of its operations in all material aspects and of providing protection against misuse or loss of Company's assets. In addition there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls.

The ERP system which your Company had implemented has helped in further strengthening the IFC that are in place. The existing IFC and their adequacy are frequently reviewed and improved upon to meet the changing business environment. The internal auditors periodically review the internal control systems, Policies and procedures for their adequacy, effectiveness, and continuous operation for addressing risk management and mitigation strategies.

Share Capital

The paid-up equity share capital as on 31 March 2015 was H118.58 crore. There was no public issue, rights issue, bonus issue or preferential issue etc. during the year

The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options

Debentures

During the year your Company has not issued any Debentures and the total debentures outstanding as on the date of this report is H Nil.

Fixed Deposits

During the year your Company did not invite nor accept any fixed deposits from public and as such, there existed no outstanding principal or interest as on the Balance Sheet date.

Directors and Key Managerial Personnel

Pursuant to the section 149(4) of the Companies Act, 2013, every listed company is required to have at least one third of its directors as independent directors. The board already has one half of its directors in the category of independent directors in the terms of the provisions of Clause 49 of the listing agreement The Board therefore in its meeting, held on 7 August 2014 approved the appointment of Mr. Anup S. Shah (DIN: 00317300), Mr. RVS Rao (DIN: 00061599) and Mr. Pradeep Guha(DIN: 00180427), the existing 'Independent Directors' under Clause 49, as 'Non-Executive Independent Directors' (NEID) pursuant to Companies Act, 2013, subject to approval of Shareholders. Further, as required under the said Act and the rules made thereunder, at the AGM held on 22 September 2014, the said directors were appointed as Non- Executive Independent Director (NEID) by the shareholders for a period of 5 years, commencing from 22 September 2014 to 21 September 2019, for a remuneration (in the form of commission and sitting fee) to be paid as may be decided by Board of directors of the company, subject to the limits as approved by them at same AGM as held aforesaid. According to Sec 149(13) of the Companies Act, 2013, the said directors shall not be liable to retire by rotation.

During the Year Mrs. Geetanjali Vikram Kirloskar (DIN: 01191154) was appointed as an additional director in a capacity of Non-Executive Independent Director (NEID) of the company by the Board of Directors on 22 September 2014, whose appointment requires the approval of the shareholders at the forthcoming Annual General Meeting. Keeping in view the overall limit of 5 years (extendable by additional term of 5 more years) and subject to the aforesaid approval by the shareholders, the term of proposed appointment would be up to 21 September 2019.

Mr. Anup S. Shah Resigned as Independent Director of the Company w.e.f. the Closing Hours of 21st July, 2015

Your Directors place on record their sincere appreciation of the valuable contribution made by the aforesaid Directors and Company Secretary to the Company.

Necessary details have been annexed to the Notice of the meeting in terms of Section 102(1) of the Companies Act, 2013.

All the continuing 'Non-Executive Independent Directors' have submitted the declaration of independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in Section 149(6) of the said Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

With the proposed appointment of 'Non- Executive Independent Director', the conditions specified in the Act and the rules made thereunder as also under new Clause 49 of the Listing Agreement stands complied.

The existing Whole-time Directors were appointed earlier as Directors not to Retire by Rotation vide a Resolution passed by the Shareholders at the Annual General Meeting held on 24 September 2011. To ensure compliance to Section 152 of the Companies Act, 2013, the Board of Directors based on the Shareholders Authorisation as aforesaid and with a view to Comply with the aforesaid provisions, passed a Resolution at its Board Meeting held on 7 August 2014, to make the Whole-time Directors liable to retire by rotation. In line with the Resolution,Mr. Ashish Ravi Puravankara, Director of the Company,is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible for re- appointment offer himself for re-appointment as a director.

Details of Directors seeking Appointment/ Re- Appointment at the Annual General Meeting (pursuant to Clause 49(VIII)(E) of the Listing Agreement), forms part of the Notice of the Annual General Meeting.

Changes in the Whole-time directors/Company Secretary/Senior Management/KMP

Based on the resolution passed by the Board of directors at its Board Meeting held on 15 May 2015, the following changes in Whole-time directors/Senior Management/KMP were affected by the company:-

Name Before 15 May 2015

Mr. Ravi Puravankara Chairman and Managing Director

Mr. Ashish Ravi Puravankara Joint Managing Director

Mr. Nani R. Choksey Deputy Managing Director

Mr. Jackbastian K. Nazareth Group - Chief Executive Officer

Mr. Anil Kumar .A Chief Financial Officer

Mr. Hari Ramakrishnan Deputy Chief Financial Officer



Name On and After 15 May 2015

Mr. Ravi Puravankara Chairman

Mr. Ashish Ravi Puravankara Managing Director and CEO$

Mr. Nani R. Choksey Joint Managing Director$

Mr. Jackbastian K. Nazareth Chief Development Officer

Mr. Anil Kumar .A - *

Mr. Hari Ramakrishnan Chief Financial Officer #

$Changes subject to the Approval of the shareholders at the ensuing Annual General Meeting.

*Mr. Anil Kumar resigned as Chief Financial Officer (CFO) of the company w.e.f 20 March 2015. The board wishes to place on record its deep appreciation for the valuable contribution made by him during his tenure as the CFO of the Company.

#Mr. Hari Ramakrishnan, Deputy CFO was appointed as the Key Managerial Personnel with a designation as Chief Financial Officer, pursuant to Sec 203 of the Companies Act, 2013, w.e.f 15 May 2015.

Mr. V P Raguram resigned as Company Secretary of the Company w.e.f. the Closing Hours of 14 August, 2015

Mr. V. Ravi Kumar Reddy was appointed as Company Secretary & Compliance Officer of the Company w.e.f 14 August 2015

Meetings of the Board

Five (5) meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance forming part of this Annual Report.

Policies Created During the Year

Following are the policies created during the year and placed on the website of your company:

1. Code of Conduct for prevention of Insider Trading

2. Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information(UPSI)

3. Policy for determining material Subsidiaries

4. Policy on materiality of Related Party Transaction

5. Policy for Corporate Social Responsibility

6. Nomination and Remuneration Policy including Criteria for making payment to Directors (Non-Executive and Executive) and Senior Management Personnel.

7. Risk Management Policy

Committees Created During the Year

Following are the Committees created during the year and placed on the website of your company:

1. Corporate Social Responsibility Committee.

2. Risk Management Committee.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors hereby confirm that:

a) in preparation of the annual accounts the applicable accounting standards have been followed;

b) the Directors 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 at the year ended 31 March 2015 and of the profit of the Company for that period;

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

d) the annual accounts of the Company have been prepared on a 'going concern' basis.

e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

Directors' Remuneration Policy and Criteria for matters required under Section 178

The Board on the recommendation of the Nomination and Remuneration Committee has framed a Nomination and Remuneration Policy, providing (a) criteria for determining qualifications, positive attributes and independence of directors and (b) a policy on remuneration for directors, key managerial personnel and other employees. The detailed Remuneration Policy is placed on the Company's website www.puravankara.com.

Familiarisation Programme

With a view to familiarise the Independent Directors with the Company's operations, as required under Clause 49, the Company has held various familiarization programmes for the Independent Directors throughout the year on an ongoing and continuous basis. Some of the familiarization programmes carried out during the year were as under:

1. Various presentations were made by business heads of the Company from time to time on different functions and areas.

2. Deliberations were held and presentations were made from time to time on major developments in the areas of the new Companies Act, 2013, the new Clause 49 of the Listing Agreement.

The details of familiarization programmes are also placed on the Company's website www.puravankara.com

Auditors & Auditors' Report

M/S. Walker Chandiok & Co. LLP, (formerly Walker, Chandiok & Co), Chartered Accountants, (LLP Registration No. 001076N/N500013),Chartered Accountants, statutory auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received from M/S. Walker Chandiok & Co. LLP, a consent letter to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013.

The Consolidated Auditors' Report and the Stand- alone Auditors' Report to the shareholders for the year ended 31 March 2015 does not contain any qualification and hence do not call for any further comments.

Cost Auditors

The Board has appointed M/s. GNV Associates, Cost Accountants; for conducting the audit of cost records of the Company for the financial year 2014-15.

Secretarial Audit

The Board has appointed Mr. V Karthick (Membership No. ACS-11910, PCS-4680), Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is attached herewith marked as Annexure I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made, guarantees given and securities provided are disclosed in Note 12 and 14 to the standalone financial statement of the Company.

Contracts and arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website www. puravankara.com.

The details of the related party transactions are attached herewith as Annexure II Form AOC-2

Consolidated Financial Statements

In accordance with the Accounting Standard AS- 21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and Clause 32 of the Listing Agreement entered into with the Stock Exchanges, the audited Consolidated Financial Statements forms part of this Annual Report.

Subsidiaries

The Company has in all 20 Subsidiaries (including a step-down subsidiary in Sri Lanka) out of which 16 Companies are in India and 4 are abroad (6 - Public Limited Companies & 14 - Private Limited Companies). Of these, only Provident Housing Ltd. is a Material Non-listed Indian Subsidiary Company (MNLIS) as defined under the Listing Agreement.

In pursuance to Clause 49(V) of the Listing Agreement, Mr. Anup S. Shah and Mr. Pradeep Guha, Independent Directors on the Board of the Company was also on the board of Provident Housing Ltd., which is a Materially Non-listed Indian Subsidiary Company (MNLIS). He resigned as Director w.e.f the closing hours of 21 July 2015. Mr. RVS Rao was appointed as Director of Provident Housing Limited w.e.f 14 August 2015 No Investments were effected by Provident Housing Limited during the year. The Audit Committee of the Company reviews the Financial Statements of the said Subsidiary and its Minutes are also placed before the Board of Directors of the Company.

Your Company had invested Rs. 221,186,000 during Jun' 2007 in Keppel Magus Development Private Limited, in consideration of being allotted 362,600 shares of Rs. 610/- each, holding 36.26% stake in the Company, together with Wisley Pte Ltd. - Part of Keppel Group, holding 37.74% and RSJ Developers Private Limited, holding 26.00%. On 9 May 2014, your Company entered into a Share Purchase Agreement with BMS Reality Pvt. Ltd. to sell its entire holdings together with Wisley Pte. Ltd. and RSJ Developers Private Limited. Further, a Supplementary Share Purchase Agreement was entered on 27 June 2014 so as to complete the sale on 2 July 2014.

The Sale Consideration amounted to Rs. 322,113,271 and was duly received by your Company on 2 July 2014. On a Historical Cost basis, the Investment has earned a profit of Rs. 100,927,271. Consequent to the aforesaid sale, Keppel Magus Development Private Limited, ceases to be an Associate Company.

On 6 April 2015 Investment (10,000 Shares of Rs. 10 /- each) in Purva Good Earth Properties Pvt. Ltd. was transferred to Provident Housing Ltd. (a Subsidiary of the Company) for a Consideration of Rs. 1,00,000. Profit on sale of Investment amounted to Rs. 0 (NIL). Consequently, Purva Good Earth Properties Pvt. Ltd. ceases to be a Subsidiary company with effect from that date and has becomes a step-down Subsidiary of the company.

Details of Companies which became / ceased to be Company's Subsidiaries, Joint Ventures or Associate Companies are specified in Annexure III.

Statement relating to Subsidiaries & its financial statements

Information regarding each subsidiary pertaining to capital, reserves, total assets, total liabilities, details of investment, turnover, profit before taxation, provision for taxation, profit after taxation/loss and proposed dividend are attached herewith as AnnexureIV (i.e. Form AOC-1).

Your Directors hereby inform you that the audited annual accounts and related information of the subsidiaries will be available for inspection on any working day during business hours at the Registered Office of the Company.

In accordance with the provisions of Sections 136 of the Companies Act, 2013, the annual financial statements and the related documents of the subsidiary companies of the company are placed on the Company's website www.puravankara.com

Material Changes and Commitments

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the balance sheet relates and the date of this report.

Energy, Technology Absorption and Foreign Exchange

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo:

Technology Absorption: Your Company firmly believes that adoption and use of technology is a fundamental business requirement for carrying out business effectively and efficiently. While the industry is labor intensive, we believe that mechanisation of development through technological innovations is the way to address the huge demand supply gap in the industry. We are constantly upgrading our technology to reduce costs and achieve economies of scale.

We have also invested in automating our processes to accelerate the decision making process and have commenced implementation of Ramco ERP software during the year for the entire group. We have also commenced work on implementing an entity wide ERP platform during the year. We intend to continue this process of investments in innovative techniques.

Energy: The Company is in the business of property development and does not require large quantities of energy. However, wherever possible energy saving measures are being taken across all its projects.

Foreign Exchange: Foreign exchange earned during the year ended 31 March 2015 is equivalent to Rs. 3.05 crore and the expenditure is equivalent to Rs. 6.56 crore.

Risk Management Policy

Information on the development and implementation of a Risk Management Policy for the Company including identification therein of elements of risk which in the opinion of the Board may threaten the existence of the Company is given in the Corporate Governance Report.

Corporate Social Responsibility (CSR)

Puravankara Projects Limited had commitment to invest in social causes even before the same was made mandatory under the Companies Act 2013. Our CSR initiatives have focused on improving civic amenities, promoting interest in arts and sports apart from sponsoring education to the needy. Efforts include the development and maintenance of roads, parks, fire station and a war memorial apart from supporting schools and creches for the children of unskilled labourers as well as support to old-age homes.

Constitution of Corporate Social Responsibility Committee

According to Section 135 of the Companies Act, 2013 read together with Companies (Corporate Social Responsibility Policy) Rules, 2014 and revised Schedule VII to the said Act which came into effect from 1 April 2014, all companies having net worth of Rs. 500 crore or more, or turnover of Rs. 1,000 crore or more or a net profit of Rs. 5 crore or more during any financial year are required to constitute a Corporate Social Responsibility Committee of the Board of Directors comprising 3 or more directors, with at least one of them being an Independent Director.

CSR Activities in Financial Year 2014-15

Puravankara strongly believes that corporates have a special and continuing responsibility towards social development. The Group focusses on creating a sustainable impact on the development of communities through initiatives in education, health and safety, arts and sports, civic amenities as well as environment.

The Group strives to ensure that environmental management is assigned a high level of importance. Puravankara is committed to make the environment greener and healthier by maintaining parks/medians with nurturing plants and trees around the city. The public amenities maintained by the Group are the Kamaraj Road Median, Anil Kumble Circle, Cubbon Road Median, Indian Express Median in front of the Coffee Board, Marathalli Median, Domlur Park, War Memorial, Rest House Park, Ulsoor Road and SuvarnaJayanti Park.

The art and culture of our nation are a vast continuum evolving incessantly since time immemorial. Preserving and nurturing our art and culture is therefore essential and assumes a lot of importance. Towards this effort, Puravankara sponsored the efforts of Sursagar, a non-profit organisation that promotes Art by conducting events, and also sponsors talented students from socially and economically backward communities from rural Karnataka.

The company has also identified a Cultural Trust which runs a theatre and also conducts various trainings for the promotion of arts. This theatre requires substantial refurbishment and upgrading of equipments to ensure availability of modern technologies. The Trust is managed by veteran artists and other senior renowned personalities and also they conduct international film festivals. The company intends to contribute for this cause which would help the promotion of the arts and culture.

Puravankara has also contributed to Premanjali Educational Trust, a non-profit organisation in Bengaluru for destitute and homeless children. Premanjali Education Trust provides formal education and holistic development to the underprivileged children with conceptualized projects and programs. They also periodically conduct events to raise funds, and Puravankara was the key sponsor for the 6th Premanjali festival held recently. This prestigious event showcased three legends of the Indian music Dr. L Subramaniam, Dr. Balamurali Krishna & Pt. Hariprasad Chaurasia who shared the dais for the first time ever.

In association with various voluntary organisations, support was provided to a number of children of unskilled laborers at our project sites. At Purva Highland/ High Crest, we continue to run a school for such children, where basic education is imparted along with a midday meal.

As a part of our initiative to support a Home for the aged, we associated with the non-profit organisation Little Sisters of the Poor. This is a charitable institution that receives the aged, 65 years of age and above, men and women, irrespective of caste, creed or religion, who are really in need of home, care and concern. 2015 marked 100 years of Little Sisters of the Poor being in India, and Puravankara wholly supported this endeavour, as they plan to expand and leverage their resources to a larger group.

Puravankara in its pursuit for inclusive growth, has joined hands with the policies of the Government by contributing to the Prime Minister's Relief Funds and similar other funds for rural development.

The Annual report on CSR Activities are attached herewith as Annexure V.

Extract of Annual Return

Extract of Annual Return of the Company, in pursuance to Section 92 of the Companies Act, 2013 is attached herewith as Annexure VI to this Report.

Particulars of Employees and related disclosures

The statement containing particulars of employees, including ratio of Remuneration of Director etc., as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel),Rules, 2014 are attached herewith as Annexure VII to this Report. However,having regard to the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report excluding the particulars of employees as aforesaid is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

Corporate Governance

A separate section on Corporate Governance and a certificate from the statutory auditors of the Company regarding the compliance of the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement entered into with the stock Exchanges form a part of this Annual Report.

Management Discussion and Analysis

A separate section on Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges forms a part of this Annual Report.

Credit Rating

Long-term rating of the Company stands at [ICRA] BBB, in respect of the various Fund and Non-Fund based Credit Facilities totaling to Rs. 1,650 crores sanctioned to the Company. The rating has been issued by ICRA during December 2014 and will be reviewed by them on an ongoing basis

Shares under Compulsory Dematerialization: The Company's equity shares are compulsorily tradable in electronic form. As on 31 March 2015,

0.0002% of the Company's total equity paid-up capital representing 402 shares (6 Shareholders) is in physical form and the remaining shares namely 237,149,284 (99.9998%) are in electronic form. In view of the numerous advantages offered by the Depository system, the Members holding shares in physical form are advised to avail of the facility of dematerialization.

Name Number of Shares %

DEMAT 23,71,49,284 99.9998%

PHYSICAL 402 0.0002%

TOTAL 23,71,49,686 100%

Insider Trading Regulations

SEBI had brought in a new regulation named as SEBI (Prohibition of Insider Trading Regulation) 2015, in place of SEBI Insider trading regulation 1992. Pursuant to the new regulation your company has formulated Code of Conduct for Prevention of Insider Trading & Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information the same is placed in the website of your company.

Statutory Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

3. In compliance with the requirements of a new legislation viz. "Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013", introduced by the Government of India, which came into effect from 9 December 2013, the Company has adopted a 'Policy to provide Protection Against Sexual Harassment of Women in Workplace', which has been displayed on the Website of the Company. There were no cases reported during the year under review under the said policy.

Acknowledgements

Your Directors express their grateful appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and shareholders during the said financial year. Your Directors would also like to once again place on record their appreciation to the employees at all levels, which through their dedication, co-operation, support and smart work have enabled the Company to move towards achieving its Corporate Objectives.

For and on behalf of the Board of Directors

Ravi Puravankara Ashish Ravi Puravankara Chairman Managing Director & Chief Executive Officer

Bengaluru 14 August, 2015

---

Mar 31, 2014

Dear Members,

since this report pertains to Financial Year that commenced prior to 1 April 2014, the contents therein are governed by the relevant provisions/ schedules/rules of the Companies Act, 1956, which is in compliance with general circular no. 08/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs.

Financial performance

For the financial year ended 31 March 2014, puravankara projects limited recorded Revenues of Rs.9,665.39 million as compared to Rs.8,178.43 million in the previous fiscal, showing an increase of 18.18%. Proft after tax was Rs.1,060.30 million as compared to Rs.1,122.81 million for the previous year ended 31 March 2013, a decrease of 5.57%. A sum of H161.49 million was appropriated to debenture Redemption Reserve and H106.10 million to the General Reserve.

The Group consolidated revenue stood at H13,133.03 million as compared to Rs.12,484.80 million in the previous fiscal, showing an increase of 5.19%. Proft after tax stood at Rs.1,599.78 million during the Financial Year 2013-14 as compared to Rs.2,434.35 million, a decrease of 34.28%.

dividend

Your Board approved a dividend policy for the Company in its meeting held on 6 August 2013. the said dividend policy indicate that the Company will endeavor to pay 33.33% of the Proft After Tax(PAT) earned by the Company during each Financial Year, having regard to the business exigencies and general economic outlook for distribution as dividend to the shareholders, including dividend distribution tax and / or such other taxes payable on dividends distributed.

In line with the aforesaid dividend policy, the Board had recommended a Final dividend amounting to Rs.1.92 per equity share (38.40%) on 237,149,686 equity shares of Rs.5/- each, for the financial year ended 31 March 2014.

The Register of Members and share transfer Books will remain closed from 16 September 2014 – 22 September 2014 (both days inclusive) for the purpose of payment of the final dividend for the Financial Year ended 31 March 2014. the Annual General Meeting (AGM) is scheduled to be held on 22 September 2014.

Transfer to Reserves

since the Board has decided to pay a dividend of H1.92 per equity share (38.40%) for the Financial Year ended 31 March 2014 an amount of Rs.106.10 (10% of the Standalone net proft for the year) has been transferred to the General Reserves under Companies (Transfer of Profits to Reserves) Rules, 1975.

Debntures

During the year your Company has not issued any additional debentures. during the year, 288 nos. of debentures, altogether having a balance face value of H3.40 million each has been redeemed. Your Company has been regularly servicing the interest and principal obligations on the said debentures.

The total debentures outstanding as on the date of this report is Rupees nil.

Fixed deposits

During the year your Company did not invite nor accept any fixed deposits from public and as such, there existed no outstanding principal or interest as on the Balance sheet date.

Directors

Pursuant to the section 149(4) of the Companies Act, 2013, every listed company is required to appoint at least one third of its directors as independent directors. the board already has one half of its directors in the category of independent directors in the terms of the provisions of Clause 49 of the listing agreement. the Board therefore in its meeting, held on 7 August 2014 approved the appointment of the existing ''Independent directors'' under Clause 49, as ''non-executive Independent directors'' pursuant to Companies Act, 2013, subject to approval of shareholders.

As required under the said Act and the rules made thereunder, the same is now put up for approval of the members at the ensuing Annual General Meeting. Necessary details have been annexed to the notice of the meeting in terms of section 102(1) of the Companies Act, 2013.

The ''non-executive Independent directors'' have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in section 149(6) of the said Act.

With the proposed appointment of ''non- executive Independent directors'', the conditions specified in the Act and the rules made thereunder as also under new Clause 49 of the listing Agreement stands complied.

The existing Whole-time directors were appointed earlier as directors not to Retire by Rotation vide a Resolution passed by the Shareholders at the Annual General Meeting held on 24 september 2011. to ensure compliance to section 152 of the Companies Act, 2013, the Board of directors based on the shareholders Authorisation as aforesaid and with a view to Comply with the aforesaid provisions, passed a Resolution at its Board Meeting held on 7 August 2014, to make the Whole-time directors liable to retire by rotation. In line with the Resolution Mr. Ravi puravankara, Chairman & Managing director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible for re-appointment offer himself for re-appointment as a director.

Directors'' Responsibility Statement

Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

a) In preparation of the annual accounts the applicable accounting standards have been followed;

b) The directors 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 at the year ended 31 March 2014 and of the proft of the Company for that period;

c) The directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) The annual accounts of the Company have been prepared on a ''going concern'' basis.

Auditors & Auditors'' Report

M/S. Walker Chandiok & Co. LLP, (formerly Walker, Chandiok & Co), Chartered Accountants, (Registration no. 001076n/n500013), Chartered Accountants, statutory auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received from M/S. Walker Chandiok & Co. LLP, a consent letter to the effect that their appointment, if made, would be within the prescribed limits under section 141(3) (g) of the Companies Act, 2013.

The Consolidated Auditors'' Report and the stand-alone Auditors Reports'' to the shareholders for the year ended 31 March 2014, does not contain any qualifcation and hence do not call for any further comments.

Subsidiaries

The Company has in all 20 subsidiaries (including a step-down subsidiary in sri lanka) out of which 16 Companies are in India and 4 are abroad (6 - public limited Companies & 14 - private limited Companies). of these, only provident housing ltd. is a Material non-listed Indian Subsidiary Company (MNLIS) as defned under the listing Agreement

In pursuance to Clause 49(III) of the listing Agreement, Mr. Anup s shah, an Independent director on the Board of the Company is also on the board of provident housing ltd., which is a Materially non-listed Indian subsidiary Company (MnlIs). no Investments were effected by provident housing limited during the year. the Audit Committee of the Company reviews the Financial statements of the said subsidiary and its Minutes are also placed before the Board of directors of the Company.

Statement Relating to Subsidiaries

The Board of directors in its meeting held on 16 May, 2014, in compliance with Circular no. 2 of 2011 dated 8 Febr uary 2011 issued by the Ministry of Corporate Affairs (MCA), has approved the presentation of audited consolidated financial statements of puravankara projects limited (the ''Company'') with its subsidiaries and further, consented not to attach the balance sheet of the subsidiaries to the Annual Report 2013-2014 of the Company. Your Company has annexed to this report the information regarding each subsidiary pertaining to capital, reserves, total assets, total liabilities details of investment, turnover, proft before taxation, provision for taxation, proft after taxation/loss and proposed dividend.

Your directors hereby inform you that the audited annual accounts and related information of the subsidiaries will be available for inspection on any working day during business hours at the Registered office of the Company.

divestment of equity shares in Keppel Magus development private limited, an Associate Company

Your Company had invested H221,186,000 during Jun'' 2007 in Keppel Magus development private limited, in consideration of being allotted 362,600 shares of H610/- each, holding 36.26% stake in the Company, together with (Wisley pte Ltd. – Part of Keppel Group, holding 37.74%) and (RsJ developers private limited, holding 26.00%).

on 9 May 2014, your Company entered into a share purchase Agreement with BMs Reality pvt. ltd. to sell its entire holdings together with Wisley pte. ltd. and RsJ developers private limited. Further, a supplementary share purchase Agreement was entered on 27 June 2014 so as to complete the sale on 2 July 2014.

The sale Consideration amounted to H322,113,271 and was duly received by your Company on 2 July 2014. on a historical Cost basis, the Investment has earned a proft of H100,927,271. Consequent to the aforesaid sale, Keppel Magus development private limited, ceases to be an Associate Company.

Consolidated Financial statements

In accordance with the Accounting standard As- 21 on Consolidated Financial statements read with Accounting standard As-23 on Accounting for Investments in Associates, Clause 32 of the listing Agreement entered into with the stock exchanges, the audited Consolidated Financial statements forms part of this Annual Report.

Raise of Additional Capital

The securities Contracts (Regulations) Rules 1957, as amended, as on 4 June 2010 and 9 August 2010 requires that at least 25% of the outstanding equity shares are held by the public on or before 3 June, 2013 (the Minimum public shareholding Requirement). pursuant to the said requirement, seBI had amended Clause 40A of the listing agreement listing out various options available to any Company for reducing the promoter holding. the Company had engaged with seBI along with the appointed Book Running lead Managers to clarify and seek options in addition to those prescribed under Clause 40A. After deliberations, the Company had opted for issuing additional shares not exceeding 23,725,351 equity shares through the Institutional placement programme (''Ipp'') along with an offer for sale (''oFs'') by the promoters to bring the promoters shareholding to 75%. The Company fled its Red-Herring prospectus dated 17 May 2013 for the Ipp and was opened for subscription to Qualifed Institutional Buyers on 22 May 2013 and was completed on the same day. the issue was oversubscribed by 1.49 times and the issue price was fixed at H81 per share with the same face value of H5/- per share and all the allotment formalities were completed on 28 May 2013.

The OFS by the promoters was opened for subscription on 23 May 2013 and was completed on the same day with an oversubscription of 1.63 times.

With the above two transactions, the promoter holding in the Company stands at 75% post issue. the Company has raised total capital H1,921.76 million through Ipp. the Ipp monies received by the Company have been used to repay/prepay existing debt as listed out in the use of proceeds in the Prospectus. The financial effect of these transactions was duly recorded in the quarter ended 30 June 2013. Brief summary of the monies raised through Ipp is as under:

million

Towards share Capital 118.63

Towards share premium 1,803.13

Less: Ipp expenses (153.96)

Net Ipp proceeds 1,768.80

The Company has completed all the formalities in connection with the seBI / stock exchanges & MCA authorities.

Personnel

As required under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975, the names and other particulars of the employees are set out in the Annexure to this Report. however, having regard to the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforementioned information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such information may write to the Company secretary at the Registered office of the Company.

Energy, technology Absorption and Foreign exchange

Information in accordance with the provisions of section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (disclosure of particulars in the Report of Board of directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo:

Technology Absorption: Your Company firmly believes that adoption and use of technology is a fundamental business requirement for carrying out business effectively and efficiently. While the industry is labor intensive, we believe that mechanisation of development through technological innovations is the way to address the huge demand supply gap in the industry. We are constantly upgrading our technology to reduce costs and achieve economies of scale.

We have also invested in automating our processes to accelerate the decision making process and have commenced implementation of Ramco eRp software during the year for the entire group. We have also commenced work on implementing an entity wide eRp platform during the year. We intend to continue this process of investments in innovative techniques.

Energy: the Company is in the business of property development and does not require large quantities of energy. however, wherever possible energy saving measures are being taken across all its projects.

Foreign Exchange: Foreign exchange earned during the year ended 31 March 2014 is equivalent to H13.25 million and the expenditure is equivalent to Rs.7.60 million.

Corporate Governance

A separate section on Corporate Governance and a certifcate from the statutory auditors of the Company regarding the compliance of the conditions of corporate governance as stipulated in Clause 49 of the listing Agreement entered into with the stock exchanges form a part of this Annual Report.

Management discussion and Analysis

A separate section on Management discussion and Analysis as stipulated under Clause 49 of the listing Agreement entered into with the stock exchanges forms a part of this Annual Report.

Corporate social Responsibility (CsR)

puravankara projects limited had commitment to invest in social causes even before the same was made mandatory under the Companies Act 2013. our CsR initiatives have focused on improving civic amenities, promoting interest in arts and sports apart from sponsoring education to the needy. efforts include the development and maintenance of roads, parks, fire station and a war memorial apart from supporting schools and crèches for the children of unskilled labourers as well as support to old-age homes.

CSR Activities in Financial Year 2013-14

In association with various voluntary organisations, support was provided to a number of children of unskilled labourers at our project sites. At purva highland/ high Crest, we ran a school for such children, where basic education was imparted. the children were also provided midday meal and 70 of them attended the school in 2013-14. 12 children were supported through the crèche at purva venezia and at purva skywood, 25 children were supported during the financial year 2013-2014

Our contribution to the city of Bengaluru was through maintaining the War Memorial at M.G. Road, maintenance of medians at Anil Kumble Circle, Kamraj Road, Coffee Board & Marathahalli and renovation and maintenance of parks in Rest house Road and domlur. We also sponsored the "Creating Civic leaders for Bengaluru" by Bangalore political Action Committee (BpAC) as part of the BpAC''s drive to promote awareness on the need for good political leadership and address civic issues in Bengaluru.

Our commitment to promote and strengthen regional culture of Karnataka and tamil nadu continued this year as well. We sponsored the ''Kannada Rajyotsava'' event held in new York in addition to the musical event by noted Kannada musician hamsalekha held by Kannada Sangha in Singapore. We also sponsored an event conducted by Navi Mumbai Tamil Sangam at navi Mumbai and the tamil new Year Celebration "Chithirai

Thiruvizha 2014" in united Kingdom organized by World tamil organisation.

Our commitment to promote education made us to sponsor the Marketing strategy Competition "prove Your Mettle" held at Indian Institute of Management, Kozhikode and the winning teams were given cash prizes

We sponsored the Art event of noted artist vani Ganapathy. We supported ''Firefies'', a three-day theatre festival where 400 children demonstrated the impact of excellent education on children, organized by a trust that is currently leading an India-wide movement to eliminate educational inequality.

In sports, we sponsored the Puravankara Masters Badminton Tournament 2014 and puravankara Bangalore Golf Team for ''The Louis Philippe Cup 2014'' of which we were the runners up.

Constitution of Corporate social Responsibility Committee (CsR Committee)

According to section 135 of the Companies Act, 2013 read together with Companies (Corporate social Responsibility policy) Rules, 2014 and revised schedule vII to the said Act which came into effect from 1 April 2014, all companies having net worth of H5,000 Mn. or more, or turnover of H10,000 Mn. or more or a net proft of H50 Mn. or more during any financial year are required to constitute a Corporate social Responsibility Committee (CsR Committee) of the Board of directors comprising 3 or more directors, with at least one of them being an Independent director.

At the meeting of its Board of directors held on 7 August 2014, the CsR Committee consisting the following directors was formed:

1. Mr. Ashish puravankara

2. Mr. nani R Choksey

3. Mr. Anup s. shah

Mr. v p Raguram, the Company secretary of the Company, will act as secretary to the CSR Committee the terms of reference of the CSR Committee shall be:

(a) Formulate and recommend to the Board, a Corporate social Responsibility policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII to the Companies Act, 2013;

(b) Recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and

(c) Monitor the Corporate social Responsibility of the company from time to time.

Shares under Compulsory dematerilisation:

The Company''s equity shares are compulsorily tradable in electronic form. As on 31 March 2014 0.0002% of the Company''s total equity paid-up capital representing 402 shares (6 shareholders) is in physical form and the remaining shares namely 237,149,284 (99.9998%) are in electronic form. In view of the numerous advantages offered by the depository system, the Members holding shares in physical form are advised to avail of the facility of dematerialisation.

Acknowledgements

Your directors express their grateful appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and shareholders during the said financial year. Your directors would also like to once again place on record their appreciation to the employees at all levels, which through their dedication, co- operation, support and smart work have enabled the Company to move towards achieving its Corporate objectives.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

RAVI PURAVANKARA CHAIRMAN AND MANAGING DIRECTOR

Bengaluru 7 August 2014

---

Mar 31, 2013

The Directors are pleased to present their report for the Financial Year Ended 31 March 2013.

Financial performance

For the financial year ended 31 March 2013, Puravankara Projects Limited recorded Revenues of Rs.8,178.43 million as compared to Rs.5,285.94 millions in the previous fiscal, showing an increase of 54.72%. Profit after tax was Rs.1,122.81 million as compared to Rs.473.96 million for the previous year ended 31 March 2012, an increase of 136.90%. A sum of Rs.310.01 million was appropriated to Debenture Redemption Reserve and Rs.112.3 million to the General Reserve.

The Group consolidated revenue stood at ^12,484.80 million as compared to Rs.8,155.68 million in the previous fiscal, showing an increase of 53.08%. Profit after tax stood at Rs.2,434.35 million during the Financial Year 2012-13 as compared to Rs.1,357.30 million an increase of 79.35%.

Dividend

The Board had declared a Special — one time — Interim dividend amounting to Rs.2.50 (Rupee Two and Paise Fifty only) per equity share as distribution on 21,426,495 shares excluding promoter and promoter group-shareholders. The dividend pay-out on this amounted to Rs.53.57 million.

Additionally the Board has recommended an

annual dividend for all shareholders including the additional equity shareholders, pursuant to the concluded Institutional Placement Programme of the Company amounting to Rs.1.00 (Rupee One only) (20%) per equity share, which if declared at the Annual general Meeting, would be paid on or after 03 October 2013.

(a) to those members holding shares in physical form, whose names would appear on the Register of Members of the Company, as at the close of business hours of 24 September 2013, after giving effect to all valid transfers in physical form lodged wifh the Company on or before

17 September 2013 and

(b) In respect of the shares held in electronic form, on the basis of the details furnished by National Securities Depositories Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) as at the close of business hours of 17 September 2013.

Debentures

During the year your Company has not issued any additional Debentures. Your Company has been regularly servicing the interest and principal obligations on the debentures for the financial year ended 31 March 2013.

As of date of this Report, your company has redeemed both the existing Debentures excepting one Debentures series of Rs.200.00 million for which intimation of redemption has already been given to the BSE.

The total debentures outstanding as on the date of this report is 1104.00 million

Fixed Deposits

During the year your Company did not invite and accept any fixed deposits from public and as such, there existed no outstanding principal or interest as on the Balance Sheet date.

Directors

As per articlel07 of the Articles of Association, Anup S Shah, Director of the Company, is liable to retire by rotation in the forthcoming Annual General Meeting and being eligible for re-appointment offer himself for re- appointment as a director.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

a) in preparation of the annual accounts the applicable accounting standards have been followed;

b) the Directors have selected such accounting policies and applied them consistendy 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 at the year ended 31 March 2013 and of the profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance wifh the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the annual accounts of the Company have been prepared on a ''going concern'' basis.

Auditors & Auditors'' Report

Walker Chandiok & Co, Chartered Accountants, statutory auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment.

The Company has received from Walker Chandiok & Co a consent letter to the effect that their appointment, if made, would be wifhin the prescribed limits under Section 224(1B) of the Companies Act, 1956.

The Consolidated Auditors'' Report and the Stand-alone Auditors Report to the shareholders for the year ended 31 March 2013 does not contain any qualification

Subsidiaries

The Company has in all 20 Subsidiaries (including a step-down subsidiary in Sri Lanka) out of which 16 Companies are in India and 4 are abroad (6 - Public Limited Companies & 14 - Private Limited Companies). Of these, only Provident Housing Ltd. is a Material Non- listed Indian Subsidiary Company (MNLIS) as defined under the Listing Agreement

In pursuance to Clause 49(111) of the Listing Agreement, Anup S Shah, an Independent Director on the Board of the Company is also on the board of Provident Housing Ltd., which is a materially non-listed Indian Subsidiary Company. No Investments were effected by Provident Housing Ltd. during the year. The Audit Committee of the Company reviews the Financial Statements of the said Subsidiary and its Minutes are also placed before the Board of Directors of the Company.

Statement relating to Subsidiaries

The Board of Directors in its meeting held on 17 April 2013, in compliance wifh Circular No.2 of 2011 dated 08 February 2011 issued by the Ministry of Corporate Affairs (MCA), has approved the presentation of audited consolidated financial statements of Puravankara Projects Limited (the ''Company'') wifh its Subsidiaries and further, consented not to attach the balance sheet of the subsidiaries to the Annual Report 2012-2013 of the Company. Your Company has annexed to this report (page no. 140) the information regarding each subsidiary pertaining to capital, reserves, total assets, total liabilities details of investment, turnover, profit before taxation, provision for taxation, profit after taxation/loss and proposed dividend.

Your Directors hereby inform you that the audited annual accounts and related information of the subsidiaries will be available for inspection on any working day during business hours at the Registered Office of the Company.

Consolidated Financial Statements

In accordance wifh the Accounting Standard AS-21 on Consolidated Financial Statements read wifh Accounting Standard AS-23 on Accounting for Investments in Associates, Clause 32 of the Listing Agreement entered into wifh the Stock Exchanges, the audited Consolidated Financial Statements forms part of this Annual Report.

Raise of Additional Capital

The Securities Contracts (Regulations) Rules 1957, as amended, as on 04 June 2010 and 09 August 2010 requires that at least 25% of the outstanding Equity shares are held by the public on or before 03 June 2013 (the ''Minimum public Shareholding Requirement. Pursuant to the said requirement, SEBI had amended clause 40A of the listing agreement listing out various options available to any Company for reducing the promoter holding. The company had engaged wifh SEBI along wifh the appointed Book Running Lead Managers to clarify and seek options in addition to those prescribed under Clause 40A. After deliberations, the Company had opted for issuing additional shares not exceeding 23,725,351 equity shares through the Institutional Placement Programme (TPP'') along with an Offer for Sale (''OFS'') by the Promoters to bring the promoters shareholding to 75%.

The Company filed its Red-Herring prospectus dated 17 May 2013 for the IPP and was opened for subscription to Qualified Institutional Buyers on 22 May 2013 and was completed on the same day. The issue was oversubscribed by 1.49 times and the issue price was fixed at Rs.81 per share wifh the same face value of Rs.5/- per share and all the allotment formalities were completed on 28 May 2013.

The OFS by the promoters was opened for subscription on 23 May 2013 and was completed on the same day with an oversubscription of 1.63 times.

Wifh the above two transactions, the promoter holding in the Company stands at 75% post issue. The Company has raised total capital Rs. 1921.76 million through IPP. The IPP monies received by the Company have been used to pay/prepay existing debt as listed out in the use of proceeds in the Prospectus.

The financial effect of these transactions have been duly recorded for the quarter ended 30 June 2013.

Brief Summary of the monies raised through IPP is as under:

Rs.million

Towards Share Capital 118.63

Towards Share premium 1,803.13

Less: IPP Expenses (153.54)

Net IPP proceeds 1,768.22

The Company has completed all the formalities in connection wifh the SEBI / Stock Exchanges & MCA aufhorities.

Personnel

As required under the provisions of Section 217(2A) of the Companies Act, 1956 read wifh fhe Companies (Particulars of Employees) Rules, 1975, fhe names and ofher particulars of fhe employees are set out in fhe Annexure to this Report. However, having regard to fhe provisions of Section 219(l)(b)(iv) of fhe Companies Act, 1956, fhe Annual Report excluding fhe aforementioned information is being sent to all fhe members of fhe Company and ofhers entided fhereto. Any member interested in obtaining such information may write to fhe Company Secretary at fhe Registered Office of fhe Company

Energy, Technology Absorption and Foreign Exchange

Information in accordance wifh fhe provisions of Section 217(l)(e) of fhe Companies Act, 1956, read wifh Rule 2 of fhe Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo:

Technology Absorption: Your Company firmly believes that adoption and use of technology is a fundamental business requirement for carrying out business effectively and efficiently.

While the industry is labor intensive, we believe that mechanization of development through technological innovations will be the way to achieve the huge demand supply gap in the industry. We are constandy upgrading our technology to reduce costs and achieve economies of scale.

We have also invested in automating our processes to accelerate the decision making process and have successfully implemented Primavera software during the year for the entire group. We have also been upgrading our existing Oracle systems through customizations to address the needs of the business. We have also commenced work on implementing an entity wide ERP platform during the year. We intend to continue this process of investments in innovative techniques.

Energy: The Company is in the business of property development and does not require large quantities of energy. However, wherever possible energy saving measures are being taken across all its projects.

Foreign Exchange: Foreign exchange earned during the year ended 31 March 2013 is equivalent to Rs.11.60 million and the expenditure is equivalent to Rs.70.37 million

Corporate Governance

A separate section on Corporate Governance

and a certificate from the statutory auditors of the Company regarding the compliance of the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement entered into wifh the stock Exchanges form a part of this Annual Report.

Management Discussion and Analysis

A separate section on Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement entered into wifh the Stock Exchanges forms a part of this Annual Report.

Employee Stock Options

On 01 July 2006 the Members of the Company approved the Puravankara Projects Limited 2006 Employee Stock Option Scheme. The details of the Scheme to be disclosed as per the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are provided under the Notes to the Financial Statements.

Corporate Social Responsibility

Your Company recognizes the importance and value being responsible to the community at large. Over the years, your Company has committed resources towards responsible management of the environment, humane work conditions for on-site laborers and skill-building community interventions.

Your Company has undertaken various initiatives to the benefit of the community including support of old age homes, orphanages and under-privileged children. Your Company lends support to welfare organizations such as the Democratic Youth Federation of India (Karnataka), the litde sisters of the poor and the Sanfhwan Special School for mentally challenged children, scholastic awards to economically disadvantaged students through Ujwal Trust. While our community service resolve is strong, we appreciate that much more can be done.

Going forward, your Company intends to augment its community service through outreach, skill building, social infrastructure development initiatives and primary education to the underprivileged. Furthermore, your Company will encourage its employees to invest their time in social-service activities. In doing so, our endeavor is to reinforce corporate social responsibility as a core company value.

Depository System

The Company''s equity shares are compulsorily tradable in electronic form. As on 31 March 2013, 0.0002% of the Company''s total equity paid-up capital representing 403 shares (7 Shareholders) is in physical form and the remaining capital is in electronic form. In view of the numerous advantages offered by the Depository system, the Members holding shares in physical form are advised to avail of the facility of dematerialization.

Acknowledgements

Your Directors express their grateful appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and shareholders during the said financial year. Your Directors would also like to once again place on record their appreciation to the employees at all levels, which through their dedication, co-operation, support and smart work have enabled the Company to move towards achieving its Corporate Objectives.

For and on behalf of the Board of Directors

Ravi Puravankara

Chairman and Managing Director

Bengaluru

06 August 2013

---

Mar 31, 2012

The DIRECTORS ARE PLEASED TO PRESENT THEIR REPORT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012.

Financial Performance

For the financial year ended 31 March 2012 Puravankara Projects Limited recorded a net profit of Rs.473,960,489 as compared with the previous year's net profit of Rs.838,641,996. A sum of Rs.201,169,724 is appropriated towards the Debenture Redemption Reserve and Rs.35,600,000 towards the General Reserve.

Dividend

The Board of Directors has recommended the final dividend of Re. 1 (Rupee One) per equity share on 213,424,335 Equity shares of Rs.5/- each for the financial year ended 31 March 2012, which if approved at the forth coming Annual General Meeting, will be paid to (i) all those equity shareholders whose name appear in the register of members as on 17 August 2012 after considering all physical share certificates lodged for transfer, and (ii) those whose names appear as beneficial owners as per the information furnished by the Depositories, viz. the National Securities Depositories Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) as on 17 August 2012.

Debentures

During the year your Company issued and allotted 288 Non-convertible Debentures of Rs.5,000,000 each aggregating Rs.1,440,000,000. The said debentures have been listed on the Wholesale Debt Market of Bombay Stock Exchange Limited (BSE).

Fixed Deposits

During the year your Company did not invite and accept any fixed deposits from public and as such, there existed no outstanding principal or interest as on the Balance Sheet date.

Directors

Mr. Pradeep Guha and Mr. Nani R. Choksey, Directors of the Company, liable to retire by rotation in the ensuing Annual General Meeting and being eligible for re-appointment offer themselves for re-appointment as directors.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Act your Directors hereby confirm that:

i. in preparation of the annual accounts the applicable accounting standards have been followed;

ii. the Directors 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 at the year ended 31 March 2012 and of the profit of the Company for that period;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the annual accounts of the Company have been prepared on a 'going concern' basis.

Auditors

Walker Chandiok & Co, Chartered Accountants, statutory auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received from Walker Chandiok & Co a consent letter to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Act.

Subsidiaries

The Board of Directors in its meeting held on 8 May 2012, in compliance with Circular No.2 of 2011 dated 8 February 2011 issued by the Ministry of Corporate Affairs (MCA), approved the presentation of audited consolidated financial statements of Puravankara Projects Limited (the 'Company') with its subsidiaries, and further, consented not to attach the balance sheet of the subsidiaries to the Annual Report 2011-12 of the Company. Your Company has annexed to this report (Page No.90) the information regarding each subsidiary pertaining to capital, reserves, total assets, total liabilities, details of investment, turnover, profit before taxation, provision for taxation, profit after taxation/loss and proposed dividend.

Your Directors hereby inform you that the audited annual accounts and related information of the subsidiaries will be available for inspection at the Registered Office of the Company.

Personnel

As required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of the employees are set out in the Annexure to this Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforementioned information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

Energy, Technology Absorption and Foreign Exchange

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo:

We firmly believe that technology is the genesis of innovative business practices, which in turn enable the organisation to carry out business effectively and efficiently. Even though the real estate development industry is labour intensive, we believe that there is an increasing need to mechanise the processes involved in order to minimise costs and increase efficiency. We have invested in a mechanised and technological construction capability in order to increase the scale of our operations and the quality of our products. We have also implemented an ERP package based on Oracle software to integrate our various operations. We intend to continue this process of investments in innovative techniques.

Energy: The Company is in the business of property development and does not require large quantities of energy. However, wherever possible energy saving efforts are made.

Foreign Exchange: Foreign exchange earned during the year is equivalent to Rs.192.68 lakhs and the expenditure is equivalent to Rs.177.81 lakhs.

Corporate Governance

A separate section on Corporate Governance and a certificate from the statutory auditors of the Company regarding the compliance of the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges form a part of this Annual Report.

Management Discussion and Analysis

A separate section on Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges forms a part of this Annual Report.

Employee Stock Options

On 1 July 2006, the Members of the Company approved the Puravankara Projects Limited 2006 Employee Stock Option Scheme. The details of the Scheme to be disclosed as per the

SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,1999 are provided under the Notes to the Financial Statements.

Corporate Social Responsibility

A separate section on Corporate Social Responsibility forms a part of this Annual Report.

Acknowledgements

Your Directors express their grateful appreciation for the assistance and co- operation received from the financial institutions, banks, government authorities, customers, vendors and shareholders during the said financial year. Your Directors would also like to once again place on record their appreciation to the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the Company to move towards achieving its Corporate Objectives. For and on behalf of

the Board of Directors

Ravi Puravankara

Chairman and Managing Director

8 May 2012

Bengaluru

---

Mar 31, 2011

Dear Members,

The Directors are pleased to present their report for the financial yearended31 March 2011.

Financial Performance

For the year ended 31 March 2011 Puravankara Projects Limited recorded a net profit of Rs838,641,997 as compared to the previous year's net profit of Rs 1,365,579,980. A sum of Rs12,945,915 is proposed to be appropriated towards the Debenture Redemption Reserve and Rs62,900,000 towards the General Reserve. Further, an amount of Rs591,525,496 is proposed to be retained in the Profit and Loss Account.

Dividend

The Board of Directors has recommended the final dividend of Rs 1/- per equity share on 213,424,335 Equity shares of Rs l/- each for the financial year ended 31 March 2011, which if approved at the forthcoming Annual General Meeting, will be paid to (i) all those equity shareholders whose names appear in the register of members as on 16 September 2011 after considering all physical share certificates lodged for transfer, and (ii) those whose names appear as beneficial owners as per the information furnished by the Depositories, viz. the National Securities Depositories Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) as on 16September2011.

Debentures

During the year your Company issued and allotted 150 Non-convertible Debentures of Rs10,000,000 each aggregating Rs 1,500,000,000. The said debentures have been listed on the Wholesale Debt Market of Bombay Stock Exchange Limited (BSE).

Fixed Deposits

During the year your Company did not invite and accept any fixed deposits from public and as such, there existed no outstanding principal or interest as on the balance sheet date.

Directors

Mr. Anup S Shah and Mr. RVS Rao, Directors of the Company, liable to retire by rotation in the ensuing Annual General Meeting and being eligible for re-appointment offer themselves for re-appointment as directors. Mr. Ravi Puravankara has been re-appointed as the Managing Director of the Company for a period of 5 years with effect from 1 April 2011. Mr. Ashish

Puravankara has been re-appointed as Whole-time Director and designated as the Joint Managing Director of the Company for a period of 5 years with effect from 1 April 2011. Mr. Nani R. Choksey has been re-appointed as Whole-time Director and designated as the Deputy Managing Director of the Company for a period of 5 years with effect from 1 April 2011. The said re-appointments are subject to the approval of members of the Company in the ensuing Annual General Meeting.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 your Directors hereby confirm that:

i. in preparation of the annual accounts the applicable accounting standards have been followed;

ii. the Directors 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 at the year ended 31 March 2011 and of the profit of the Company for that period;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the annual accounts of the Company have been prepared on a 'goingconcern' basis.

Auditors

Walker, Chandiok & Co, Chartered Accountants, statutory auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received from Walker, Chandiok & Co the consent letter to the effect that their appointment, if made, would be within the prescribed limits under Section 224( IB) of the Companies Act, 1956.

Subsidiaries

The Board of Directors in its meeting held on 13 May 2011, in compliance with Circular No. 2 of 2011 dated 8 February 2011 issued by the Ministry of Corporate Affairs (MCA), approved the presentation of audited consolidated financial statements of Puravankara Projects Limited (the "Company") with its subsidiaries, and further, consented not to attach the Balance Sheet of the subsidiaries in the Annual Report 2010-11 of the Company. Your Company has annexed to this report (Page No.39) the information regarding each subsidiary pertaining to capital, reserves, total assets, total liabilities, details of investment, turnover, profit before taxation, provision for taxation, profit after taxation/loss and proposed dividend.

Your Directors hereby inform you that the audited annual accounts and related information of the subsidiaries will be available for inspection at the Registered Office of the Company.

Personnel

As required under the provisions of Section 217(2A) of the Companies Act, 1956 readwith the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of the employees are set out in the Annexure to this Report. However, having regard to the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforementioned information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

Energy, Technology Absorption and Foreign Exchange

Information in accordance with the provisions of Section 217(l)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo:

We firmly believe that technology is the genesis of innovative business practices, which in turn enable the organisation to carry out business effectively and efficiently. Even though the real estate development industry is labour intensive, we believe that there is an increasing need to mechanise the processes involved in order to minimise costs and increase efficiency. We have invested in a mechanised and technological construction capability in order to increase the scale of our operations and the quality of our products. We have also implemented an ERP package based on Oracle software to integrate our various operations. We intend to continue this process of investments in innovative techniques.

Energy: The Company is in the business of property development and does not require large quantities of energy. However, wherever possible energy saving efforts are made.

Foreign Exchange: Foreign exchange earned during the year was equivalent toRs 7,165,582 and the expenditure was equivalent to Rs16,673,539.

Corporate Governance

A separate section on Corporate Governance and a certificate from the statutory auditors of the Company regarding compliance of the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges forms a part of this Annual Report.

Management Discussion and Analysis

A separate section on Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges forms a part of this Annual Report.

Employee Stock Options

On 1 July 2006, the Members of the Company approved the Puravankara Projects Limited 2006 Employee Stock Option Scheme. The details of the Scheme to be disclosed as per the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are provided under the Notes to the Financial Statements.

Corporate Social Responsibility

A seperate section on Corporate Social Responsibility forms a part of this Annual Report.

Acknowledgements

Your Directors express their grateful appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and shareholders during the said financial year. Your Directors would also like to once again place on record their appreciation to the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the Company to move towards achieving its Corporate Objectives.

For and on behalf of the Board of Directors

Bengaluru Ravi Puravankara

13 May 2011 Chairman and Managing Director

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Mar 31, 2010

The Directors are pleased to present their report for the fnancial year ended 31 March 2010.

Financial Performance

For the year ended 31 March 2010 Puravankara Projects Limited recorded a net profit of Rs. 1,365,579,980 compared to previous year’s net profit of Rs. 1,329,535,143. A sum of Rs. 61,883,477 is appropriated towards the Debenture Redemption Reserve and Rs. 102,500,000 to the General Reserve.

Dividend

The Board of Directors has recommended a dividend of Re. 1 per Equity share on 213,424,335 Equity shares of Rs. 5/- each for the fnancial year ended 31 March 2010, which if approved at the forth coming Annual General Meeting, will be paid to (i) all those Equity shareholders whose name appear in the register of members as on 25 June 2010 after considering all physical share certifcates lodged for transfer, and (ii) those whose names appear as benefcial owners as per the information furnished by the NSDL and the CDSL as on 25 June 2010.

Directors

Mr. Pradeep Guha and Mr. RVS Rao, Directors of the Company, liable to retire by rotation in the ensuing Annual General Meeting and being eligible for re-appointment offer themselves for re-appointment as directors.

Directors’ Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors hereby confrm that:

i. in preparation of the annual accounts the applicable accounting standards have been followed;

ii. the Directors 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 at the year ended 31 March 2010 and of the profit of the Company for that period;

iii. the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the annual accounts of the Company have been prepared on a ‘going concern’ basis.

Auditors

Walker, Chandiok & Co, Chartered Accountants, statutory auditors of the Company hold offce till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received from Walker, Chandiok & Co a consent letter to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

Subsidiaries

Your Company has received the approval from the Ministry of Corporate Affairs, Ministry of Finance, New Delhi, granting an exemption from attaching the Audited Balance Sheet, profit and Loss Account, Auditors’ Report and Directors’ Report of the subsidiaries to the Annual Report of your Company, for the fnancial year 31 March 2010. Your Company has annexed to this report the information regarding each subsidiary pertaining to capital, reserves, total assets, total liabilities, details of investment, turnover and profit/loss.

Your Directors hereby inform you that the annual accounts and related information of the subsidiaries will be available for inspection at the Registered Offce of the Company.

Personnel

As required under the provisions of Section 217(2A) of the Companies Act, 1956, readwith the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of the employees are set out in the Annexure to this report.

Energy, Technology Absorption and Foreign Exchange

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, readwith Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo:

We frmly believe that technology is the genesis of innovative business practices, which in turn enable the organisation to carry out business effectively and effciently. Even though the real estate development industry is labour intensive, we believe that there is an increasing need to mechanise the processes involved in order to minimise costs and increase effciency. We have invested in a mechanised and technological construction capability in order to increase the scale of our operations and the quality of our products. We have also implemented an ERP package based on Oracle software to integrate our various operations. We intend to continue this process of investments in innovative techniques.

Energy: The Company is in the business of property development and does not require large quantities of energy. However, wherever possible energy saving efforts are made.

Foreign Exchange: Foreign exchange earned during the year is equivalent to Rs. 8,867,307 and the expenditure is equivalent to Rs. 12,745,056.

Corporate Governance

A separate section on Corporate Governance and a certifcate from the statutory auditors of the Company regarding compliance of the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges form a part of this Annual Report.

Management Discussion and Analysis

A separate section on Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges forms a part of this Annual Report.

Employee Stock Options

On 1 July 2006, the Members of the Company approved the Puravankara Projects Limited 2006 Employee Stock Option Scheme. The details of the Scheme to be disclosed as per the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are provided under the Notes to the Financial Statements.

Acknowledgements

Your Directors express their grateful appreciation for the assistance and co-operation received from the fnancial institutions, banks, government authorities, customers, vendors and shareholders during the said fnancial year. Your Directors would also like to once again place on record their appreciation to the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the Company to move towards achieving its Corporate Objectives.

For and on behalf of the Board of Directors

Bangalore Ravi Puravankara

29 April 2010 Chairman and Managing Director